Terms of Service

1. Who these terms apply to

These LogJam Consulting Services Terms ("Consulting Terms") govern services provided by Mylogjam LLC dba LogJam Consulting ("LogJam," "we," "us") to businesses that engage LogJam for consulting, analytics, marketing, video production, lead generation, or related professional services (each a "Client"). These Consulting Terms apply in addition to any signed engagement letter, statement of work, or service order between LogJam and Client (each an "SOW"). If there is a conflict between these Consulting Terms and a signed SOW, the SOW controls.

2. Services

LogJam will perform the services described in the applicable SOW. Deliverables, timelines, and success metrics are as set forth in the SOW. LogJam may engage subcontractors to perform portions of the services and remains responsible for their work product.

3. Fees, invoicing, and payment terms

Standard pricing tiers, unless otherwise specified in the SOW:

• Video services: Bronze $2,500 per month, Silver $5,000 per month, Gold $10,000 per month. Three-month minimum engagement.
• Analytics services: Bronze $5,000 per month, Silver $15,000 per month, Gold $25,000 per month. No minimum term.
• Multi-month commitment discounts: 10% off with a 6-month prepayment, 15% off with a 12-month prepayment.

Invoicing and payment:

• Invoices are due Net 15 from the invoice date unless the SOW states otherwise.
• A deposit of the first month's fees is due upon SOW execution before work begins.
• Payments more than 15 days past due accrue a late fee of 1.5% per month or the maximum rate permitted by law, whichever is lower.
• LogJam may pause services for accounts more than 30 days past due, without penalty to LogJam.

4. Ownership of deliverables

On full payment of the fees owed for a given deliverable, LogJam assigns to Client all right, title, and interest in the final deliverables produced specifically for Client under the applicable SOW (the "Final Deliverables"). Final Deliverables include, for example, final video files, published creative assets, custom dashboards built for Client, and written reports.

LogJam retains ownership of:

• LogJam's pre-existing tools, templates, frameworks, methodologies, source code, and know-how (the "LogJam Materials"), including any LogJam Materials incorporated into a Final Deliverable.
• Working files, project files, raw footage not selected for a Final Deliverable, drafts, and intermediate outputs.

LogJam grants Client a perpetual, worldwide, royalty-free license to use LogJam Materials incorporated into Final Deliverables as reasonably necessary to use the Final Deliverables for Client's business purposes.

5. Testimonial and portfolio rights

Unless Client opts out in writing at the time of engagement or afterward, Client grants LogJam a limited license to identify Client as a LogJam client and to use Client's name, logo, and non-confidential engagement results (metrics, outcomes, quotations from Client personnel with permission) in LogJam's marketing, portfolio, case studies, and social media. Client can revoke this license by emailing robert@mylogjam.com at any time, and LogJam will remove the references from active marketing within thirty (30) days.

6. Confidentiality

Each party will keep confidential any non-public business, technical, or financial information the other party marks as confidential or would reasonably be expected to treat as confidential. Confidentiality obligations survive termination for three (3) years, except that trade secrets remain confidential for as long as they qualify as trade secrets under applicable law. LogJam's HIPAA and PHI obligations are governed by any executed Business Associate Agreement between the parties and are not limited by this section.

7. Warranties and disclaimers

LogJam warrants that it will perform the services in a professional, workmanlike manner consistent with industry standards. Except for this express warranty, the services and deliverables are provided "as is" and LogJam disclaims all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. LogJam does not guarantee any specific business result, revenue outcome, campaign performance metric, patient volume, lead volume, or return on ad spend. Marketing and advertising results depend on factors outside LogJam's control including the client's offering, market conditions, ad platform algorithms, and audience response.

8. Limitation of liability

To the maximum extent permitted by law, in no event will LogJam or its officers, employees, or contractors be liable for indirect, incidental, special, consequential, or punitive damages, including lost profits or lost business opportunities, arising from or related to the services or these Consulting Terms.

LogJam's aggregate liability to Client for any and all claims arising from or related to the services or these Consulting Terms will not exceed the total fees paid by Client to LogJam in the six (6) months preceding the event giving rise to the claim.

Nothing in this section limits either party's liability for gross negligence, willful misconduct, fraud, or obligations that cannot be limited under applicable law.

9. Indemnification

LogJam will defend, indemnify, and hold harmless Client from third-party claims to the extent arising from LogJam's gross negligence, willful misconduct, or infringement of a third party's intellectual property rights by a Final Deliverable, excluding infringement claims arising from Client-provided materials or Client's specific instructions.

Client will defend, indemnify, and hold harmless LogJam from third-party claims to the extent arising from Client-provided content or materials, Client's products or services, Client's use of Final Deliverables outside the scope of the license granted, Client's violation of law in connection with the services, or Client's provision of PHI or other regulated data to LogJam outside the terms of a signed BAA or SOW.

10. Termination, refunds, and kill fees

Either party may terminate an SOW for material breach that remains uncured for fifteen (15) days after written notice. Either party may terminate an ongoing month-to-month SOW without cause on thirty (30) days written notice, subject to any minimum term in the SOW (for example, the three-month minimum on video services).

Refund treatment for prepaid amounts:

• If Client prepaid for a multi-month commitment and terminates without cause before the commitment ends, LogJam will refund unearned fees for months in which no work has begun. Discounted prepayments will be recalculated at the standard non-discounted rate for months already delivered before any refund is issued.
• If LogJam terminates without cause, LogJam will refund all unearned prepaid fees at the discounted rate that was in effect.

Kill fees for in-progress video production:

• If Client cancels a video production project after LogJam has begun pre-production, Client is responsible for 100% of documented costs incurred (subcontractor payments, location fees, equipment rentals) plus 50% of LogJam's fee for that project.
• If Client cancels after principal photography has begun, Client is responsible for 100% of the fee for that project.

Sections 4 (ownership), 5 (testimonial rights to the extent already granted before revocation), 6 (confidentiality), 7 (warranties and disclaimers), 8 (limitation of liability), 9 (indemnification), and 12 (dispute resolution) survive termination.

11. Independent contractor

LogJam is an independent contractor of Client. Nothing in these Consulting Terms creates an employment, partnership, joint venture, or agency relationship between the parties.

12. Dispute resolution

Any dispute arising from or related to these Consulting Terms or the services will first be addressed through good-faith informal discussion between the parties. If the dispute is not resolved within thirty (30) days of written notice from one party to the other, the dispute will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with the arbitration seated in Knox County, Tennessee, before a single arbitrator. Judgment on the arbitrator's award may be entered in any court of competent jurisdiction. Either party may seek injunctive or equitable relief in the state or federal courts located in Knox County, Tennessee, for claims involving intellectual property, confidentiality, or unauthorized use of PHI, without waiving the arbitration requirement for other disputes.

13. Governing law

These Consulting Terms are governed by the laws of the State of Tennessee, without regard to conflict of laws principles.

14. Notices

Written notices to LogJam should be sent to robert@mylogjam.com. Notices to Client should be sent to the email address on file for Client's primary contact.

15. Entire agreement

These Consulting Terms, together with any applicable SOW and any executed BAA, are the entire agreement between the parties on the subject matter and supersede any prior discussions or agreements. Amendments must be in writing and signed by both parties, except that LogJam may update these Consulting Terms as posted at mylogjam.com/terms, and updates apply to SOWs executed after the update takes effect.

16. SMS messaging terms (A2P use case)

Mylogjam LLC sends occasional SMS messages to opted-in users for informational and service purposes. These messages include appointment reminders and confirmations, account notifications, customer support SMS, and information related to services you have requested. Consent is obtained through customer-initiated sign-ups that clearly disclose messaging intent and opt-out instructions. We occasionally send marketing messages regarding and including special offers, discounts, announcements, and updates. Message frequency varies. Message & data rates may apply. Text “HELP” for assistance. The customer can reply “STOP” to unsubscribe at any time.

Sample messages

Promotional / marketing:

“Hi! This is Mylogjam LLC. We’re excited to share a new promotion available for a limited time. Reply STOP to unsubscribe. Message & data rates may apply.”

Transactional / informational:

“Hi, this is Mylogjam LLC. We received your recent inquiry and a team member will follow up shortly. Reply STOP to unsubscribe.”

How contacts opt in to messages

End users provide consent through the Mylogjam LLC company website. Users complete the opt-in form by submitting their information and explicitly agreeing to receive SMS communications, including marketing and transactional messages, by checking the consent box.

Message terms

Mylogjam LLC will send you recurring transactional, service-related, marketing, and promotional text messages. Message frequency varies. Msg & data rates may apply. Reply “STOP” to opt out. Reply “HELP” for help.