Terms of Service

Agreement to These Terms

These Terms of Service ("Terms") govern your access to and use of the websites, software, digital products, diagnostic services, consulting, implementation services, managed services, and other offerings provided by Stroelli LLC, doing business as Brandhorse™ ("Brandhorse," "Company," "we," "us," or "our").

By purchasing a product, creating an account, accepting a proposal or statement of work, or accessing or using our services, you agree to these Terms and the applicable Privacy Policy. If you act on behalf of a business or other organization, you represent that you are authorized to bind that organization to these Terms.

If you do not agree, you may not purchase or use the applicable services. These Terms apply unless a separate written agreement signed by the parties expressly supersedes them for a particular engagement.

Our Products and Services

Brandhorse is a brand intelligence system. Brandhorse OS is the software product that supports evidence-based brand decisions and governed execution. We provide several categories of offerings, each with its own scope, payment structure, and delivery conditions.

Free Assessments, Consultations, and Educational Resources

Brandhorse may provide free brand assessments, introductory consultations, educational materials, guides, workshops, demonstrations, or limited-access tools. Free offerings are provided for educational, informational, or introductory purposes unless their descriptions expressly establish additional commitments. Availability, eligibility, deliverables, and usage limits may vary. A free resource or consultation does not automatically establish an ongoing professional-services relationship or include access to paid software and services.

Brand Reality Check

Brand Reality Check is a fixed-scope, paid diagnostic engagement that examines observable brand consistency and supporting evidence. The currently published standard purchase price is $1,000, paid once. The standard engagement includes:

• A diagnostic covering one brand and one primary market presence.
• Review of up to five agreed live brand surfaces, together with relevant customer-supplied evidence.
• Evaluation using the methodology: declared → observed → evidenced → gaps.
• A written readout presenting prioritized diagnostic findings.
• One 30-minute walkthrough appointment to discuss the readout.

The diagnostic evaluates the relationship between what a brand declares, what appears in market, what can be supported with evidence, and where meaningful gaps exist. The assessment is based on the agreed scope, available information, and observable conditions at the time of review.

Unless expressly agreed in writing, Brand Reality Check does not include brand redesign or identity development; copywriting or content production; new primary market research; implementation of recommended changes; ongoing consulting or campaign management; creation or management of a Brandhorse OS workspace; or unlimited revisions, additional market reviews, or additional walkthrough sessions. The delivery schedule will be confirmed after the required customer inputs are received and the engagement scope is established.

$500 Assisted-Install Credit

An eligible Brand Reality Check purchaser may apply $500 of the Reality Check purchase fee toward a subsequent Brandhorse assisted-install engagement, subject to the following conditions:

• The credit is available once per qualifying Reality Check purchase.
• The credit may be used only by the original purchaser or purchasing organization, and is nontransferable — it cannot be sold, gifted, or assigned to another customer.
• The qualifying assisted-install engagement must be purchased or accepted within 30 calendar days after delivery of the Reality Check readout. The eligibility period begins on readout delivery, not on the original purchase date.
• The credit reduces the price of the eligible assisted-install engagement by up to $500. It is not redeemable for cash and does not entitle the purchaser to a cash refund of the Reality Check fee.
• The credit may not be applied more than once or combined with other promotions or discounts unless Brandhorse expressly agrees in writing.

The credit does not automatically purchase assisted-install services or guarantee their availability. Any subsequent engagement requires agreement on its scope, price, and delivery conditions.

Assisted-Install and Implementation Services

Brandhorse may provide assisted-install services to help customers establish, configure, or operationalize a governed brand system. The scope, price, deliverables, schedule, required inputs, and acceptance criteria will be defined in an accepted proposal, order, or statement of work ("SOW"). Unless expressly stated, assisted installation does not include unlimited revisions, ongoing management, additional software licenses, or future development. Services beyond the agreed scope may require a separate quotation and written approval.

Brandhorse OS

Brandhorse OS is software designed to support brand decisions and governed execution across the five stages of the r.a.c.e.s.™ methodology: research, articulation, creation, execution, and scaling. Brandhorse OS may be offered under subscription, licensing, or another expressly agreed commercial arrangement. Features, integrations, workspace limits, service levels, and access permissions may vary by plan or agreement. Purchasing a diagnostic or implementation service does not automatically include an ongoing Brandhorse OS subscription, and purchasing software access does not automatically include implementation, consulting, or managed services.

Managed Services and Advisory Engagements

Brandhorse may provide ongoing brand-governance assistance, strategy, implementation support, content operations, or other managed services. Such engagements are governed by their accepted SOW or other written agreement. Unless expressly agreed, managed services do not guarantee marketing performance, business growth, revenue, or unlimited professional capacity.

Digital Products

Brandhorse may offer paid or free workbooks, guides, educational materials, downloadable resources, and other digital products. Digital products generally grant the customer a limited right to use the purchased material as described at the time of purchase. They do not automatically include individualized consulting, software access, implementation, or other professional services.

Orders, Scope, and Acceptance

The applicable checkout details, product description, accepted proposal, SOW, or separately agreed terms define the specific goods or services purchased. Customers are responsible for reviewing the scope and price before accepting an order. Where professional services are involved, Brandhorse may require a designated customer contact, reasonable access to relevant materials, and timely customer approvals. Changes in scope, deliverables, or assumptions may require revised pricing or timelines.

If an accepted SOW conflicts with these general Terms, the specific provisions of the SOW control for that engagement to the extent of the conflict, except where applicable law requires otherwise.

Customer Responsibilities

Customers agree to:

• Provide accurate, complete, and current information.
• Supply materials and access reasonably required to perform the agreed services.
• Hold the necessary rights and permissions to share submitted materials.
• Cooperate in defining scope, scheduling, and reviewing deliverables.
• Review and validate recommendations and AI-assisted outputs before implementation.
• Maintain the confidentiality of account credentials.
• Notify Brandhorse promptly of suspected unauthorized access.
• Comply with applicable laws and third-party rights.

Customers remain responsible for decisions and actions taken based on diagnostic findings, software outputs, and professional recommendations. If a customer fails to provide agreed inputs or approvals, the resulting delay may affect the delivery schedule.

Account Eligibility and Acceptable Use

Account holders and direct purchasers must be at least 18 years old, or the age of legal majority in their jurisdiction if higher.

You may not use Brandhorse services to:

• Violate applicable laws.
• Infringe intellectual property, privacy, or publicity rights.
• Engage in fraud, harassment, phishing, or unauthorized marketing.
• Upload malicious code or interfere with our systems.
• Obtain unauthorized access to customer accounts or workspaces.
• Circumvent technical, security, or access restrictions.
• Scrape or extract proprietary software and materials without authorization, except as permitted by law.
• Misrepresent ownership, authorization, identity, or affiliation.
• Submit information you are not legally authorized to provide or process.

Brandhorse may reasonably suspend or restrict access when necessary to address material violations, security threats, or unlawful conduct.

Pricing, Payment, and Billing

One-Time Purchases

Fixed-price products and services are charged according to the price disclosed and accepted at checkout or in the applicable order. Brand Reality Check is currently offered for a one-time purchase price of $1,000. Payment ordinarily must be completed before paid delivery activities begin and before purchaser-only access becomes available.

Subscriptions

Where a product is offered through recurring billing, customers authorize the periodic charges disclosed when subscribing. Subscription frequency, included features, pricing, and renewal terms are determined by the selected plan or agreement. Subscriptions continue until canceled in accordance with the applicable billing terms.

Professional Services

Professional services may require advance payment, deposits, milestone-based installments, or recurring fees. These arrangements will be specified in the applicable SOW or accepted order. Payments for services beyond the agreed scope require customer authorization.

Payment Processors

Brandhorse may use third-party payment processors, including Stripe, to process transactions. Payment information entered into a hosted checkout is subject to the applicable payment processor's terms and security practices. Customers authorize charges corresponding to purchases and recurring payment arrangements they expressly accept.

Taxes and Pricing Changes

Customers are responsible for applicable taxes unless otherwise specified or required by law. We may change advertised prices prospectively. Price changes do not retroactively alter completed fixed-price purchases or accepted professional-service agreements. For recurring subscriptions, legally required notices and applicable contractual protections will apply before pricing changes become effective.

Cancellation and Refunds

Refunds and cancellations are governed by the nature of the purchased offering, the applicable agreement, and non-waivable rights under law.

Brand Reality Check — Before Work Begins

A customer may cancel a Brand Reality Check engagement before substantive diagnostic work has begun and receive a refund of the purchase price. Substantive work includes professional review or analysis of customer-provided materials or agreed live brand surfaces. Administrative order processing, ordinary scheduling communications, and initial intake requests do not, by themselves, constitute substantive diagnostic work. A refund will be returned through the original payment method where practical, subject to payment-processor timelines.

Brand Reality Check — After Work Begins, Before Delivery

When a customer cancels after substantive work has begun but before delivery of the written readout, Brandhorse may retain reasonable charges attributable to work actually performed. The amount retained will be based on documented work completed or a reasonable proportional allocation of the agreed fee, taking account of the services performed and the remaining undelivered work. Brandhorse will provide an explanation of the amount retained upon request, and any remaining refundable balance will be returned to the customer. Charges retained for partially performed services must be reasonable and consistent with applicable law; Brandhorse will not retain the entire engagement fee solely because preliminary work has begun.

Brand Reality Check — After Delivery

Once the agreed written diagnostic readout has been delivered and accepted, no routine refund is available for a customer's change of mind, disagreement with an evidence-supported professional conclusion, or decision not to implement the recommendations. For purposes of this section, acceptance includes the customer's express approval or other documented acknowledgment that the agreed deliverable has been satisfactorily received. Delivery alone does not automatically establish acceptance where a material delivery or conformity dispute has been raised.

Customers may report materially incomplete, incorrect-scope, or defective deliverables and request an appropriate resolution. Brandhorse may offer correction, completion, replacement performance, or another appropriate remedy depending on the circumstances. Nothing in this section limits remedies for nonperformance, material breach, misrepresentation, or other rights protected by applicable law.

Cancellation Requests and Service Problems

Customers may request cancellation or report a delivery problem by contacting Brandhorse using the contact information in these Terms. Requests should identify the relevant purchase and the reason for cancellation or the alleged delivery issue. Brandhorse will review the request in good faith and communicate the applicable resolution. If Brandhorse is unable or unwilling to deliver a purchased engagement, the customer will be entitled to a refund or other appropriate remedy under the agreement and applicable law.

Assisted Installation and Other Professional Services

Cancellation, deposits, milestone payments, completed-work charges, refunds, and termination procedures for assisted-install and managed-service engagements are governed by the applicable signed proposal or SOW. Where no applicable SOW cancellation provision exists, the parties will determine charges and refunds based on work performed, amounts paid, agreed commitments, and applicable law. Neither party is automatically entitled to retain or recover payment for services not performed solely because an engagement has been canceled.

Subscriptions

Customers may cancel recurring subscriptions through available account controls or by contacting Brandhorse. Unless otherwise stated in an applicable plan or required by law, subscription cancellations take effect at the end of the current paid billing period, and no refund is provided for the unused portion of a billing period or for unused service time.

Digital Products

Digital products are generally non-refundable once downloaded or accessed, reflecting the nature of digital delivery. If a digital product was not delivered, was charged in duplicate, or the delivered file is materially defective, contact us and we will provide the correct file, a replacement, or a refund, as appropriate.

Nothing in this section limits applicable statutory consumer rights.

Scheduling, Delivery, and Acceptance

Delivery schedules may depend on receipt of required customer inputs, materials, approvals, and scheduling availability. Estimated timelines are not guaranteed deadlines unless expressly agreed.

Reality Check Delivery

The delivery timeline for Brand Reality Check will be confirmed after intake and the required evidence are received. The written readout constitutes the principal diagnostic deliverable. The included 30-minute walkthrough provides an opportunity to discuss the findings but does not include additional work beyond the purchased scope. The customer will have a reasonable opportunity to identify a material omission or failure to conform to the agreed scope.

You may reschedule the walkthrough at no charge up to two times with at least 24 hours' notice. If you miss a scheduled walkthrough without timely notice, we will offer one courtesy rebooking; a second missed appointment forfeits the walkthrough, though the written readout stands as delivered either way. If the walkthrough is not scheduled within 30 days of the readout being sent, we will send a reminder; if it remains unscheduled after that, the walkthrough is forfeited, since the written readout — not the call — is the primary deliverable. We will make reasonable exceptions to these notice periods and limits for emergencies, accessibility needs, or delays caused by Brandhorse. Nothing in this section limits any statutory remedy available to you for a service problem.

Professional Engagements

For implementation and managed services, acceptance criteria, review periods, and milestones will be defined in the SOW where applicable.

Intellectual Property and Ownership

Brandhorse Intellectual Property

Brandhorse and its licensors retain ownership of their pre-existing intellectual property, including:

• Brandhorse OS and underlying software.
• Proprietary methodologies, tools, and operating systems.
• The r.a.c.e.s.™ framework.
• Existing design systems and components.
• Proprietary workflows, know-how, documentation, and reusable technical resources.
• Brandhorse trademarks, names, and protected materials.

Purchasing services does not transfer ownership of this underlying intellectual property.

Customer-Provided Materials

Customers retain ownership of materials, data, trademarks, documents, and other content they lawfully submit. Customers grant Brandhorse a limited, nonexclusive license to use, process, reproduce, and adapt such materials as reasonably necessary to provide the purchased services, maintain authorized workspaces, provide support, and meet contractual or legal obligations. Customer-provided materials may not be publicly used as testimonials, promotional assets, or case studies merely because they were supplied during a paid engagement.

Commissioned Custom Deliverables

Upon full payment of the applicable engagement fees, the customer owns the specifically commissioned final deliverables created for that customer, to the extent those deliverables are identified as transferable customer-owned work in the applicable SOW. Such deliverables may include approved final creative assets, written materials, and other specifically commissioned outputs. Brandhorse assigns to the customer its transferable ownership rights in those identified final deliverables upon full payment, excluding Brandhorse's retained intellectual property and third-party materials.

Ownership does not automatically extend to:

• Pre-existing Brandhorse software, components, and frameworks.
• Proprietary reusable workflows or methodologies.
• Internal development tools.
• Third-party licensed materials.
• Unselected concepts, rejected drafts, or working files not expressly included in the deliverables.
• Software services licensed rather than sold.

Where a deliverable incorporates retained Brandhorse intellectual property, Brandhorse grants the customer a nonexclusive, perpetual license to use that embedded intellectual property as reasonably necessary to use the paid final deliverable for its intended business purpose, subject to applicable third-party restrictions. Any broader source-code transfer, exclusive license, sublicensing right, or delivery of editable working files must be expressly identified in the SOW.

Brand Reality Check Readouts

The purchasing customer receives a perpetual, nonexclusive right to use the delivered Reality Check readout internally for its business evaluation, planning, and decision-making. The customer may share the readout with its employees and professional advisers for those purposes, subject to appropriate confidentiality protections. Ownership of Brandhorse's underlying diagnostic methodology, proprietary evaluation processes, and reusable frameworks remains with Brandhorse.

Digital Products

Unless expressly stated otherwise, digital products are licensed for the purchaser's internal use. Purchasers may not commercially redistribute, resell, sublicense, or publish the underlying materials as their own products without authorization.

Software Licenses

Brandhorse OS access is licensed, not sold. Customers receive the limited, nonexclusive right to access and use the applicable software features during their authorized access period, subject to payment, account permissions, and these Terms. No ownership in Brandhorse OS is transferred.

Portfolio Use and Publicity

Brandhorse will not publicly use a customer's name, logo, confidential materials, identifiable engagement results, or endorsement solely because the customer purchased a product or service. Public case studies, testimonials, and identifiable customer references require appropriate authorization or another valid legal basis.

Artificial Intelligence and Professional Judgment

Brandhorse may use artificial intelligence to assist with research, analysis, recommendations, drafting, and the creation of certain outputs. AI-assisted outputs may contain inaccuracies, omissions, outdated information, or other limitations. Customers remain responsible for reviewing, validating, and approving outputs before relying on them or implementing resulting decisions. Brandhorse does not guarantee that AI-assisted content is error-free, unique, legally protectable, or suitable for every intended use.

Brandhorse's evidence-grounded methodology is intended to strengthen traceability and informed decision-making, but it does not guarantee specific outcomes. We do not guarantee increased revenue, marketing performance, search rankings, conversion rates, or commercial success. Nothing in this section diminishes expressly agreed professional-service obligations or rights that cannot legally be excluded.

Confidentiality

In providing services, Brandhorse may receive confidential customer information, including unpublished business plans, internal research, proprietary materials, performance information, and other nonpublic records. Brandhorse will use such information for legitimate service-delivery, support, contractual, and legally permitted purposes. Confidential information will not be intentionally disclosed publicly without authorization, except as required by law or otherwise permitted by the applicable agreement.

Confidentiality obligations do not apply to information that:

• Becomes public without breach of an applicable obligation.
• Was lawfully known without a confidentiality duty.
• Was independently developed.
• Was received lawfully from another source without restriction.
• Must be disclosed pursuant to valid legal requirements.

Brandhorse may use authorized service providers when reasonably necessary to operate and deliver the services, subject to applicable agreements and legal requirements. Where highly sensitive or regulated information is involved, additional confidentiality or data-processing terms may be required.

Privacy, Data Handling, and Security

Personal information is processed in accordance with the applicable Privacy Policy and legal requirements. Brandhorse may process customer materials and relevant business data to perform purchased diagnostics, provide software functionality, support professional engagements, manage accounts, and fulfill legal obligations.

Brandhorse uses technical and organizational safeguards intended to protect systems and customer information. No system can guarantee absolute security. Customers are responsible for maintaining secure account credentials and limiting access to authorized personnel, and must not submit information they are not permitted to disclose or process.

Data retention, access, deletion, subprocessors, and the use of third-party AI services are governed by the Privacy Policy and any applicable data-processing agreement.

Third-Party Platforms and Integrations

Certain Brandhorse services may interact with third-party platforms, including payment processors, hosting providers, analytics services, advertising platforms, communication systems, and AI services. These providers operate under their own terms, availability commitments, and privacy practices. Customers must have appropriate authorization to connect third-party accounts.

Brandhorse is not responsible for failures or interruptions caused solely by third-party systems outside its reasonable control, except where applicable law or a specific contractual commitment provides otherwise. Brandhorse may update, restrict, or discontinue integrations where reasonably necessary for compatibility, security, legal compliance, or operational requirements.

Service Availability and Changes

Brandhorse seeks to provide reliable services but does not guarantee uninterrupted software availability. Maintenance, updates, third-party failures, security events, and technical incidents may affect access or performance. We may modify software features and operating methods to improve the product or address legitimate operational needs.

Material modifications to specifically purchased professional-service deliverables require appropriate customer agreement. Changes to recurring subscription features or pricing will be handled under the applicable agreement and legal notice requirements.

Warranties and Disclaimers

Except as expressly provided in a signed agreement or required by applicable law, software, digital resources, and informational services are provided on an "as is" and "as available" basis. Brandhorse does not warrant uninterrupted access, complete accuracy of AI-assisted outputs, or specific commercial results.

For paid professional services, Brandhorse will perform the expressly agreed work with reasonable care, skill, and professional diligence. Diagnostic findings reflect the available evidence and agreed scope at the time of the assessment. Brand Reality Check is not a comprehensive financial, legal, regulatory, or cybersecurity audit.

Nothing in these Terms excludes statutory warranties, consumer protections, or remedies that cannot lawfully be excluded.

Limitation of Liability

To the maximum extent permitted by applicable law, neither party will be liable to the other for indirect, special, incidental, consequential, exemplary, or punitive damages arising out of the services, including lost profits, lost revenue, loss of business opportunities, or business interruption.

Our aggregate liability for any claim arising out of or relating to these Terms or the services is limited to the total fees you paid us for the service giving rise to the claim during the twelve (12) months preceding the claim.

This limitation does not apply to liability that cannot be limited under applicable law, including liability for fraud, willful misconduct, or amounts you owe us under these Terms.

Indemnification

To the extent permitted by applicable law, customers agree to indemnify and hold harmless Stroelli LLC, doing business as Brandhorse, and its personnel and affiliates against third-party claims arising from unlawful use of the services; material violations of these Terms; materials submitted without necessary ownership or authorization; infringement of third-party intellectual property rights arising from customer-provided materials; or fraudulent or intentionally wrongful customer conduct.

These obligations do not extend to losses caused by Brandhorse's own misconduct to the extent prohibited by law.

Suspension and Termination

Brandhorse may suspend or restrict access where reasonably necessary because of material payment default, unauthorized account access, security threats, unlawful activities, or material violations of these Terms. Where reasonable and legally appropriate, Brandhorse will provide notice and an opportunity to correct the issue.

Termination of a software subscription does not automatically terminate a separately purchased professional-services engagement, and termination of a professional-services engagement does not automatically terminate an unrelated software subscription. Fees, refunds, completed-work compensation, and transition obligations are governed by the relevant purchase agreement and these Terms. Provisions concerning intellectual property, confidentiality, accrued payment obligations, liability, dispute resolution, and other terms intended to survive will remain effective as appropriate.

Governing Law and Dispute Resolution

These Terms and any dispute arising out of or relating to them or the services are governed by the laws of the State of California, without regard to its conflict-of-laws principles.

Before initiating a formal proceeding, the parties agree to first attempt to resolve any dispute informally by contacting us at legal@brandhorse.com and engaging in good-faith discussion for at least 30 days.

Any dispute that is not resolved informally within that period shall be resolved through binding arbitration administered by the American Arbitration Association under its applicable rules then in effect. The arbitration shall take place in California, or another mutually agreed location, and the arbitrator's decision shall be final and binding.

Notwithstanding the foregoing, either party may bring an individual action in small-claims court for disputes within that court's jurisdiction, and either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of a party's intellectual property or confidentiality rights.

Nothing in this section waives any right or protection that applicable consumer-protection law makes non-waivable, including any right to pursue a claim in court where mandatory arbitration of that claim is not permitted by law.

Changes to These Terms

Brandhorse may update these Terms to reflect changes in services, products, legal requirements, or business operations. Material updates will be communicated through appropriate notice. Updated Terms apply prospectively unless the parties expressly agree otherwise or applicable law permits another arrangement.

Previously accepted fixed-scope purchases remain governed by the terms applicable to those transactions, except where a subsequent change is expressly accepted or legally required. Continued use following legally sufficient notice may constitute acceptance where permitted by law.

General Contractual Provisions

Entire Agreement

These Terms, the relevant accepted order, applicable incorporated policies, and any signed SOW constitute the agreement governing the applicable services.

Severability

If a provision is determined to be invalid or unenforceable, the remaining provisions remain effective to the extent permitted by law.

No Waiver

Failure to enforce a provision does not waive the right to enforce it later.

Assignment

Neither party may assign its contractual rights or obligations contrary to applicable law or an express signed agreement.

Relationship of the Parties

Unless expressly agreed otherwise, Brandhorse acts as an independent contractor in delivering professional services. Nothing in these Terms creates an employment relationship, partnership, franchise, or joint venture.

Notices

Contractual and legal notices may be sent through the contact channels reasonably designated by the parties, subject to applicable legal requirements.

Contact Information

Stroelli LLC, doing business as Brandhorse™
Website: https://brandhorse.com
Legal contact: legal@brandhorse.com

Additional registered-business and legal-notice information will be supplied where required by applicable law.