These Terms of Service (the “Terms”) form a binding agreement between you and EARNS & BARNS LLC, a Wyoming limited liability company (“Earns & Barns,” “we,” “us”). They cover your use of the Site at earnsandbarns.com and your interactions with the studio before any paid engagement begins.
If we enter into a paid engagement, a separate Master Services Agreement (MSA) and a written Statement of Work (SOW) will govern the work itself. Where the MSA and these Terms differ, the MSA wins.
1. Summary
2. Acceptance of Terms
By accessing or using the Site you agree to these Terms and to our Privacy Policy and Cookie Policy. If you do not agree, do not use the Site. If you are using the Site on behalf of an organization, you represent that you have authority to bind that organization to these Terms.
You must be at least 16 years old to use the Site. The Site and the Services are intended for businesses, not consumers, and we do not knowingly process information from anyone under 16.
3. Site versus engagement
These Terms cover the Site only — the marketing pages, the contact form, and informational content. They do not by themselves entitle you to any Services. A paid engagement begins only when:
- You and Earns & Barns countersign a written SOW and the controlling MSA;
- The 90-day starter commitment described in that SOW is acknowledged in writing; and
- The first invoice is paid in accordance with the SOW.
Quotes, audit deliverables, and discovery-call notes are not binding offers and may be withdrawn or revised at any time before countersignature.
4. Description of services
Earns & Barns is a digital marketing and SEO studio offering services described on the Services page, including search engine optimization, content production, local SEO, paid acquisition management, analytics, and lifecycle email. The specific scope, deliverables, fees, and timelines for any engagement are set in the SOW.
5. Permitted use of the Site
You may use the Site to:
- Read about the studio and our work.
- Send us inquiries through the contact form.
- Reference and link to public pages (the Strategies page is explicitly intended to be linked, copied, and used).
6. Prohibited use
You agree not to:
- Use the Site in violation of any law, regulation, or third-party right.
- Harass, threaten, or impersonate any person via the contact form or by email to the studio.
- Send unsolicited commercial, political, or fundraising messages through the contact form.
- Introduce malware, viruses, or any code that could harm the Site or its visitors.
- Attempt unauthorized access to systems, accounts, or non-public areas of the Site.
- Scrape the Site at a frequency or volume that imposes a disproportionate load (a polite, identified crawler obeying our
robots.txtis fine). - Reverse-engineer, decompile, or attempt to derive the source code of any client-side or server-side software powering the Site, except to the extent that restriction is prohibited by law.
- Use the Site or Services to compete with Earns & Barns (for example, by extracting our pricing or playbook to resell it as your own product).
- Remove copyright, trademark, or other proprietary notices.
7. Intellectual property
The Site and its content, including but not limited to text, graphics, logos, the “Earns & Barns” wordmark and the ampersand seal, photographs, audio, video, software, and design, are owned by Earns & Barns or licensed to us. Stock photography is licensed from Pexels under the Pexels License. All rights not expressly granted are reserved.
We grant you a limited, revocable, non-exclusive, non-transferable license to view and access the Site for personal or internal business evaluation. This license does not include the right to redistribute, host, frame, or sell the Site or any portion of it.
Ownership of deliverables produced under a paid engagement (articles, landing pages, audit documents, ad creative, dashboards) is governed by the SOW and the MSA. Our default position is that work product transfers to you upon payment in full of the related invoice, subject to a perpetual license back to us to use the work for portfolio, attribution, and case-study purposes — unless the SOW says otherwise.
8. Your submissions
When you submit a message through the contact form or otherwise correspond with the studio, you grant us a limited, royalty-free license to read, store, and use that submission for the purpose of responding to you and improving the Site. We do not claim ownership of your submission. You represent that you have the right to share what you send us and that it does not infringe anyone's rights.
9. Third-party links and services
The Site contains links to third-party websites (such as case-study clients, vendor partners, and the Pexels photography credits). We are not responsible for the content, accuracy, or practices of those sites. Visiting them is at your own risk.
10. Engagements & payment
The following applies to clients who engage Earns & Barns. Specific terms are set in the MSA and the SOW; what follows is a summary for transparency.
- Currency: US dollars (USD).
- Cadence: retainers billed monthly in advance. Project work billed per milestone in the SOW.
- Payment method: ACH or card via Stripe; wire on request.
- Net terms: Net 14 from invoice date unless otherwise stated.
- Late payment: invoices past Net 14 accrue interest at 1.0% per month or the maximum permitted by Wyoming law, whichever is lower. We may pause active work after 30 days past due.
- Paid media spend: billed by Google, Meta, LinkedIn, etc. on your own payment method. We do not mark up media spend.
- Refunds: retainer fees are not refundable for work already performed. If we terminate a retainer mid-month for our own reasons, we will refund the pro-rata unused portion. The 90-day starter commitment is non-refundable except in case of our material breach.
- Taxes: fees do not include sales, use, VAT, or similar taxes. Where required, those will be added to the invoice.
11. Privacy & data protection
Our handling of personal data is described in the Privacy Policy, which is incorporated into these Terms by reference. EU/UK residents have rights under the GDPR; California residents have rights under the CCPA / CPRA. Both are detailed in the Privacy Policy.
When we process personal data of your customers under your instructions, the controller / processor relationship is governed by a Data Processing Addendum (DPA) we will sign with you before any such data is in scope.
12. Disclaimers
THE SITE AND ALL CONTENT, INFORMATION, AND MATERIALS PROVIDED THROUGH IT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. To the maximum extent permitted by law, Earns & Barns disclaims all warranties, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or trade usage.
We do not warrant that the Site will be uninterrupted, error-free, or free of viruses or other harmful components, or that any defects will be corrected. We do not warrant the accuracy, completeness, or reliability of any content accessible through or linked from the Site.
We do not guarantee any specific SEO ranking, lead volume, conversion rate, or revenue outcome. Marketing results depend on factors outside our control (your offer, your market, search-engine algorithm changes, ad-platform decisions, your sales operation). We commit to the deliverables and cadence in your SOW — not to a number on a chart.
Force majeure. We are not liable for failure or delay caused by events beyond our reasonable control, including natural disasters, pandemic, war, civil unrest, government action, internet or utility outages, labor disputes, or material vendor failures.
13. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
- For free use of the Site, our aggregate liability to you for any and all claims arising from or related to the Site or these Terms is limited to US $100.
- For paid Services, our aggregate liability is limited to the total fees actually paid by you to us in the twelve (12) months preceding the event giving rise to the claim.
- In no event will Earns & Barns be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, lost profits, lost revenue, lost data, loss of goodwill, or business interruption, even if advised of the possibility.
Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you. Nothing in these Terms limits liability that cannot be limited by law, including liability for fraud, willful misconduct, or death or personal injury caused by negligence.
14. Indemnification
You agree to defend, indemnify, and hold harmless Earns & Barns and its members, officers, employees, and contractors from any claim, liability, damage, or expense (including reasonable attorneys' fees) arising out of your (a) use of the Site, (b) violation of these Terms, or (c) violation of any third-party right. We will give you prompt written notice of any such claim and reasonable cooperation at your expense. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you.
15. Termination
You may stop using the Site at any time — close the tab, you're done.
We may suspend or terminate your access to the Site at any time, for any reason, with or without notice, including for violation of these Terms. Sections that by their nature should survive (Intellectual Property, Disclaimers, Limitation of Liability, Indemnification, Disputes, General) survive termination.
Termination of a paid engagement is governed by the MSA / SOW.
16. Dispute resolution
16.1 Governing law
These Terms are governed by the laws of the State of Wyoming, USA, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
16.2 Informal resolution
Before filing a claim, you agree to try to resolve the dispute informally by emailing hello@earnsandbarns.com with a written description of the dispute, the relief requested, and your contact details. We will work in good faith to resolve the matter within 30 days.
16.3 Binding arbitration
If we cannot resolve the dispute informally within 30 days, you and Earns & Barns agree that any dispute arising out of or relating to these Terms or the Site will be resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules. The arbitration will be held in the State of Wyoming, or via video conference at the parties' election. The arbitrator's decision will be final and may be entered as a judgment in any court of competent jurisdiction.
16.4 Class action waiver
You and Earns & Barns agree that disputes will be brought only on an individual basis and not as a plaintiff or class member in any purported class, collective, or representative action.
16.5 Small-claims carve-out
Either party may bring an individual action in small-claims court for disputes within that court's jurisdiction in lieu of arbitration.
16.6 Arbitration opt-out
You may opt out of Section 16.3 (Binding Arbitration) and Section 16.4 (Class Action Waiver) by sending a written opt-out notice to hello@earnsandbarns.com with the subject line “Arbitration Opt-Out” within 30 days of first accepting these Terms. The notice must include your name and a statement that you wish to opt out. If you opt out, disputes will be resolved in the state or federal courts located in the State of Wyoming.
17. Changes to these Terms
We may update these Terms from time to time. The version date at the top reflects the most recent revision. For material changes (changes to liability, dispute resolution, IP, or payment terms) we'll post a notice on the Site at least 30 days before the changes take effect and, where we have your email and there's an active engagement, we'll email you. Continued use of the Site after the effective date constitutes acceptance.
18. General provisions
- Entire agreement. These Terms (plus the Privacy Policy, Cookie Policy, and — if you're a client — the MSA / SOW / DPA) constitute the entire agreement between you and us regarding the Site, superseding any prior agreements.
- Severability. If any provision is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.
- Waiver. Our failure to enforce any right is not a waiver of that right.
- Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
- No agency. Nothing in these Terms creates a partnership, employment, agency, or joint venture between you and us.
- Headings. Section headings are for convenience only and do not affect interpretation.
- Electronic communications. You consent to receive electronic communications from us, including by email, and agree that any notice we deliver electronically satisfies any legal requirement that such communications be in writing.
- Notices to us. Legal notices must be sent by certified mail to: EARNS & BARNS LLC, Legal, 339 W Burkitt St, Sheridan, WY 82801, USA.
19. Contact
- General: hello@earnsandbarns.com
- Legal notices: legal@earnsandbarns.com
- Postal: EARNS & BARNS LLC, 339 W Burkitt St, Sheridan, WY 82801, USA
- Phone: +1 (681) 284-1515