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The legals

This Master Professional Services Agreement (“Agreement”) is entered into as of the date of purchase, initial or deposit payment (“Effective Date”) between the company or individual indicated on the proposal, document, invoice, purchase agreement, payment form, or confirmation page as the client (“Client”), and Dynamik Endeavors, LLC (“Dynamik Endeavors”). Please read this Agreement carefully, as it outlines the rights and responsibilities of both parties.

1. The Work. For each project that Client hires Dynamik Endeavors to complete (each, a "Project"), Dynamik Endeavors will provide Client with a project-specific proposal that sets forth the scope, deliverables, and fees for such Project, based on Client’s description of Client’s needs. Once signed by both Dynamik Endeavors and Client, such signed proposal (“Proposal”) becomes binding on both parties.

Dynamik Endeavors will perform the services described in each Proposal (“Services”) and provide the deliverables identified in the applicable Proposal in accordance with the terms of this Agreement.

In each case, no Project shall commence, and Dynamik Endeavors shall have no obligation to perform any Services or provide any IP Deliverables, until both parties have executed the Proposal. Each such executed Proposal is incorporated by reference into this Agreement and is subject to and governed by the terms of this Agreement.

2. AI-Assisted Services. Client acknowledges and agrees that Dynamik Endeavors may use artificial intelligence tools and technologies (“AI Tools”) to assist in performing the Services, including drafting, research, content generation, analysis, design, data analysis, software development, workflow automation, and other similar activities. Dynamik Endeavors uses AI Tools solely as a tool to improve the efficiency of its work, and all Services performed with the assistance of AI Tools remain subject to human review and oversight by qualified Dynamik Endeavors personnel prior to delivery of any deliverable to Client. By entering into this Agreement, Client acknowledges and consents to Dynamik Endeavors’ use of AI Tools in performing the Services.

3. Client Responsibilities. Client acknowledges and agrees that successful and timely performance of the Services for each Project depends on Client’s cooperation and performance under this Agreement. Client agrees to provide timely revisions, feedback, approvals as reasonably requested by Dynamik Endeavors, and to perform all duties and tasks set forth in this Agreement and the applicable Proposal as well as any other duties and tasks reasonably required to permit Dynamik Endeavors to perform the Services. The specific Client responsibilities and obligations for each type of Service is described in the applicable Proposal (collectively, “Client Responsibilities”). Client Responsibilities include:

• Providing all required information, materials, and feedback by agreed-upon deadlines (“Materials”).
• Assigning a dedicated point of contact with authority to make Project-related approvals and decisions.
• Ensuring that all content provided by Client is complete, accurate, and properly licensed.
• Securing and maintaining necessary access credentials for platforms, websites, or accounts involved in performance of the Project.
• Responding to Dynamik Endeavors’ requests for feedback or clarification within seven (7) business days, unless otherwise agreed in writing.
• Reviewing and approving all final designs, content, and strategies to ensure legal compliance.

4. Exclusions and Additional Services. The following services are not included in the scope of any Project unless specifically stated in the Proposal. If Client requests any such out-of-scope services, all such services will be subject to a separate Proposal which will address, timeline, and fees for such services:

• Copywriting or content creation.
• Sourcing or licensing of stock photography or third-party media.
• Web hosting, domain registration, or technical support for third-party platforms.
• Compatibility testing beyond current versions of major browsers.
• Major design revisions or brand overhauls outside the agreed scope.
• Development of custom third-party integrations or extensive troubleshooting of third-party platforms.
• Ongoing maintenance or support beyond final delivery of the Project.

5. Project Timeline and Delays. Client agrees to fulfill all Client Responsibilities in a timely manner to meet the agreed Project timeline in the applicable Proposal. Dynamik Endeavors assumes Client’s timely and complete performance of Client Responsibilities in determining pricing, timing, and resource allocation. Dynamik Endeavors shall have no responsibility or liability for delays, loss or additional costs resulting from Client’s failure to fulfill the Client Responsibilities. If Client causes any delay in the performance of the Services, Dynamik Endeavors shall be entitled to an equitable extension of time in order to perform the Services and to additional fees reasonably commensurate with the delay, as further described in Section 8. All timelines and delivery dates set forth in any Proposal are estimates only and subject to change based on the applicable Project requirements, Client responsiveness, and other factors outside Dynamik Endeavors’ control. Dynamik Endeavors may issue invoices in accordance with the progress of the Services, regardless of whether estimated milestones or delivery dates have been met, unless otherwise specified in the applicable Proposal.

6. Intellectual Property Ownership and License. Dynamik Endeavors retains ownership of and all rights, title and interest in and to (a) all intellectual property and materials created, developed, or provided by Dynamik Endeavors in connection with the Services that are not expressly identified as IP Deliverables in the Proposal and (b) all of its pre-existing tools, templates, code, methodologies, frameworks, and other materials developed prior to or separately from any Project for Client (collectively (a) and (b), the “Background IP”). As between Client and Dynamik Endeavors, upon Client’s final payment for the applicable Project, Client shall own all right, title, and interest in and to the deliverables specifically listed in the Proposal (“IP Deliverables”), and Dynamik Endeavors hereby assigns and agrees to assign to Client any rights it may have therein. Client acknowledges that certain components of the IP Deliverables may be generated with the assistance of AI Tools and may not be eligible for copyright protection under applicable law.

To the extent any Background IP is incorporated into the IP Deliverables, Dynamik Endeavors grants to Client a limited, non-exclusive, non-transferable license to use such Background IP solely as incorporated in, and solely as necessary to use, the IP Deliverables. This license does not permit Client to use, reproduce, modify, distribute, or otherwise exploit any Background IP independently or separately from the IP Deliverables.

Dynamik Endeavors retains the right to link to any public-facing Project or include aspects of a Project as examples of its work but will not disclose any Project elements that Client expressly designates in advance as confidential.

7. Warranties and Representations. Client represents and warrants to Dynamik Endeavors that all Materials and other content or information it provides to Dynamik Endeavors for use in connection with this Agreement or any Project are either owned by Client or properly licensed for such use by Dynamik Endeavors, and that Dynamik Endeavors’ use thereof in connection with this Agreement or any Projects will not infringe or misappropriate the intellectual property rights or privacy rights of any third party. Client hereby grants Dynamik Endeavors a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, publicly perform, and publicly display such Materials, content or information solely for the purpose of performing the Services under this Agreement or any Project.

Dynamik Endeavors represents and warrants to Client that the IP Deliverables provided under this Agreement will be original to Dynamik Endeavors or its subcontractors and, to Dynamik Endeavors’ knowledge, will not infringe any intellectual property rights of a third party.

8. Disclaimers. DYNAMIK ENDEAVORS DOES NOT WARRANT THAT THE PERFORMANCE OF THE SERVICES OR ANY IP DELIVERABLES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY SUCH SERVICE OR IP DELIVERABLES WILL BE COMPATIBLE WITH ALL THIRD-PARTY SERVICES THAT CLIENT MAY ELECT TO USE IN CONNECTION THEREWITH. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL SERVICES, BACKGROUND IP AND IP DELIVERABLES ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM DYNAMIK ENDEAVORS OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN AND DYNAMIK ENDEAVORS SHALL NOT BE LIABLE FOR ANY CLAIMS, LOSSES, OR DAMAGES ARISING FROM THE PERFORMANCE OF THE SERVICES IN ACCORDANCE WITH CLIENT’S INSTRUCTIONS.

AI Disclaimer. GIVEN THE PROBABILISTIC NATURE OF ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING, THE SERVICES MAY IN SOME SITUATIONS PRODUCE DELIVERABLES THAT ARE INACCURATE, INCORRECT, OFFENSIVE OR OTHERWISE UNDESIRABLE. THE ACCURACY, QUALITY AND COMPLIANCE WITH APPLICABLE LAW OF ANY DELIVERABLES IS DEPENDENT UPON AND COMMENSURATE WITH THAT OF THE MATERIALS PROVIDED AND CLIENT’S COMPLIANCE WITH THIS AGREEMENT, AND NOTWITHSTANDING ANYTHING ELSE SET OUT HEREIN, DYNAMIK ENDEAVORS WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO CLIENT OR ANY OTHER PERSON OR ENTITY FOR ANY LOSS OR DAMAGES RELATING TO OR ARISING FROM CLIENT’S MATERIALS, ANY DELIVERABLES, OR THEIR USE. While Dynamik Endeavors reviews AI-assisted Deliverables before they are delivered to Client, Client remains solely responsible for reviewing all Deliverables and for determining whether they are suitable for Client’s business and intended use before implementing or otherwise relying on them. Client should not rely exclusively on AI-generated Deliverables and is encouraged to exercise independent professional judgment, before using any Deliverable in its business operations.

9. Cost & Payment. A Project’s Proposal will detail applicable fees and costs. Client will pay all such amounts and other charges imposed in accordance with this Agreement as stated in the payment terms and conditions herein or in the Proposal. Without limiting the foregoing, the following terms apply to all Projects:

• Deposit. If a Project requires a deposit, Dynamik Endeavors will have no obligation to commence work on the Project and related Services until payment of the full deposit amount has been received. Subject to applicable law, all deposits are non-refundable, regardless of payment method or timing.

• Reimbursable Expenses. Client will reimburse Dynamik Endeavors for all reasonable out-of-pocket expenses incurred in connection with the performance of the Services, including but not limited to software purchases, travel, lodging, and meals, provided such expenses are pre-approved by Client in writing or specified in the applicable Proposal.

• Project Reactivation Fee. If the Client becomes unresponsive or otherwise inactive such that no meaningful progress can be made on the Project for a continuous period of ninety (90) calendar days or more, Dynamik Endeavors may, at its sole discretion, suspend all Project work and related obligations. If the Client later requests that the Project resume following such a suspension, Dynamik Endeavors may require payment of a reactivation fee (“Project Reactivation Fee”) prior to recommencing Services for such Project. The Project Reactivation Fee shall be two hundred fifty dollars ($250) or such other reasonable amount as Dynamik Endeavors may determine to reflect administrative, reconvening, or other costs reasonably attributable to the suspension and restart of the Project. Dynamik Endeavors is under no obligation to resume work immediately upon the Client’s request. Any recommencement of Services will occur solely at Dynamik Endeavors’ discretion and subject to the availability of personnel and resources. All outstanding fees, including any applicable Project Reactivation Fee and other amounts incurred during the suspension, must be paid in full before Services resume.

• Project Extension Fee. If, as a result of the Client’s actions or inactions—including, but not limited to, untimely responses, repeated rescheduling, or delayed approvals (“Client Delay”)—the Project timeline extends more than thirty (30) calendar days beyond the original projected completion date specified in the applicable Proposal, Dynamik Endeavors may, at its sole discretion, assess an extension fee (“Project Extension Fee”). The Project Extension Fee shall be equal to 1.5% of the total Project fee for each additional thirty (30) calendar day period (or part thereof) that the Project extends due to Client Delay. For clarity, the Project Extension Fee is intended to offset the increased costs and resource commitments required to accommodate prolonged project duration.

• Invoices. Dynamik Endeavors will issue invoices to Client in a format of its choosing. Each invoice will specify a due date, and payment must be received by that date. If Client does not pay amounts due by the due date, a late fee of 1.5% of the outstanding amount may apply, compounded every seven days or the maximum amount permitted by applicable law, whichever is less. If Client fails to pay in a timely manner, Dynamik Endeavors may pause the applicable Project until payment of all outstanding amounts is received.

• Payment Methods. Payments may be made using ACH transfer, credit or debit card, or another method agreed to in writing. Dynamik Endeavors will specify the payment method in its invoice and may update its accepted methods at its discretion. Payments made via credit or debit card may incur processing fees, which will be passed through to the Client.

10. Testimonial. If Client is satisfied with Dynamik Endeavors’ work, Client agrees to provide a testimonial that Dynamik Endeavors may use to describe its work to prospective clients and otherwise market its services. In the event Client provides a testimonial, Client authorizes Dynamik Endeavors to use Client’s name, logo, and the name and title of the individual providing the testimonial for these purposes.

11. Confidentiality.
Each party (“Receiving Party”) agrees that it shall not disclose or use any Confidential Information of the other party (“Disclosing Party”) that is disclosed to or otherwise accessed by the Receiving Party in connection with this Agreement, except as necessary to perform its obligations under this Agreement or as otherwise permitted herein. “Confidential Information” means any non-public, confidential, or proprietary information of the Disclosing Party and includes, without limitation, business plans, financial information, technical data, trade secrets, designs, login credentials, customer information, and, in the case of Dynamik Endeavors, any materials provided in connection with design, website maintenance, coaching, or other services provided by Dynamik Endeavors that are not IP Deliverables.

The Receiving Party shall use at least the same degree of care to protect the Disclosing Party’s Confidential Information as it uses to protect its own Confidential Information of a similar nature, but in no event less than reasonable care. The Receiving Party may disclose Confidential Information only to its employees, contractors, and agents who have a legitimate need to know such information and who are bound by confidentiality and non-use obligations no less restrictive than those in this Agreement.

The obligations in this Section shall not apply to information that: (a) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party in violation of this Agreement; (b) is obtained by the Receiving Party from a third party without breach of any obligation to the Disclosing Party; or (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information of the Disclosing Party if required to by law, regulation, or legal process, provided that the Receiving Party gives prompt written notice to the Disclosing Party (unless prohibited by law) and cooperates, at the Disclosing Party’s expense, in any attempt to seek a protective order or otherwise limit the disclosure. This Section shall survive for a period of three (3) years following the termination or expiration of this Agreement, provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations will survive for as long as such Confidential Information remains subject to trade secret protection under applicable law.

12. Indemnification. Client will indemnify, defend, and hold Dynamik Endeavors (including its affiliates and their respective officers, employees and agents) harmless from and against all claims, damages, liabilities, losses, expenses and costs (including reasonable fees and expenses of attorneys and other professionals) (collectively, “Liabilities”) that may be asserted by any third parties arising out of or related to: (i) Client’s products or services; (ii) any portion of the Services provided in accordance with Client’s specific instructions or requirements, (iii) the use of Client’s Confidential Information as authorized hereunder; or (iv) claims that the Client Materials or other content or information provided by Client to Dynamik Endeavors infringe, violate or misappropriate any third party intellectual property rights.

13. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, DYNAMIK ENDEAVORS’ TOTAL LIABILITY TO CLIENT FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES OR THE IP DELIVERABLES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CLIENT TO DYNAMIK ENDEAVORS UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. IN NO EVENT SHALL DYNAMIK ENDEAVORS BE LIABLE TO THE CLIENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO THE LOSS OF PROFITS, REVENUE, DATA, OR USE, INCURRED BY EITHER PARTY ANY THIRD PARTY, OR THE COST OF COVER OR SUBSTITUTE SERVICES, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF DYNAMIK ENDEAVORS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY IN THIS AGREEMENT ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND HAVE BEEN TAKEN INTO ACCOUNT IN SETTING THE FEES AND CHARGES APPLICABLE UNDER THIS AGREEMENT.

14. Relationship of the Parties. Dynamik Endeavors is performing Services as an independent contractor and nothing in this Agreement will be construed as establishing an employment, agency, partnership or joint venture relationship between Client and Dynamik Endeavors or any Dynamik Endeavors personnel. Dynamik Endeavors has no authority to bind Client by contract or otherwise.

15. Non-solicitation. Subject to applicable law, during the term of this Agreement and for a period of twelve (12) months following the completion of a Project, Client will not recruit or otherwise solicit for employment any Dynamik Endeavors employees, subcontractors, vendor or other professional engaged by Dynamik Endeavors who worked on that Project and with whom Client did not have a prior relationship for work or services.

16. Term & Termination. This Agreement is effective as of the Effective Date and will remain in effect until terminated in accordance with its terms. Upon the expiration or termination of this Agreement: (i) each party will promptly return to the other party all Confidential Information of the other party in its possession or control; and (ii) Client will, within thirty (30) days after receipt of Dynamik Endeavor’s invoice, pay all accrued and unpaid fees and expenses. Either party may terminate this Agreement (including all Proposals) if the other party breaches any material term of this Agreement or Proposal and fails to cure such breach within thirty (30) days after receipt of written notice thereof. In addition, Dynamik Endeavors may terminate this Agreement for any reason or no reason by providing forty-five (45) days’ prior written notice to Client.

17. Entire Agreement. This Agreement, together with all executed Proposals are the entire agreement between the parties about Dynamik Endeavors’ services and no other terms or conditions apply to the parties’ relationship. In the event of a conflict between this Agreement and a Proposal, the terms of this Agreement will govern.

18. Severability. If a term is deemed illegal or unenforceable the provision will be removed from the Agreement. The remainder of the Agreement will survive and remain enforceable by and against all parties.

19. Assignment. Dynamik Endeavors may not assign this Agreement without Client’s prior written consent, except that Dynamik Endeavors may assign this Agreement, without Client’s consent, to an affiliate or to a successor or acquirer, as the case may be, in connection with a merger or acquisition, the sale of all or substantially all of Dynamik Endeavors’ assets or the sale of that portion of Dynamik Endeavors’ business to which this Agreement relates. Subject to the foregoing, this Agreement will bind and benefit the parties and their respective successors and assigns. Client may not assign this Agreement without Dynamik Endeavors’ prior written consent.

20. Notices. All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be deemed given: (i) when delivered personally; (ii) one (1) business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; or (iii) three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid. All such notices will be sent to the addresses set forth above or to such other address as may be specified by either party to the other party in accordance with this Section.

21. Governing Law & Venue. This Agreement will be interpreted under the laws of the State of New York. In the event of a dispute regarding this Agreement, the parties agree to engage in good faith mediation prior to filing a civil action. Any civil action taken regarding this contract must be brought to state or federal courts located in Manhattan, NY.

Addition Information

Additional Billables

Unplanned components, ideas, revisions, and project scope happen - when there is an unexpected event that will incur a cost, we will notify you ahead of time and will not produce unless we receive clear approval for increased budget and timeline. Hourly rate: $150/hour, billed to the quarter of an hour through our online billing and desktop hour tracking software, Toggle. However, most additional projects and/or project modifications will be scoped and created on an x-price basis.

Contact Information

For any further questions, please contact us here:

Email: contactus@dynamikendeavors.com

Phone: (646) 462-3888