Terms & Conditions
Effective Date: March 15, 2026
These Terms & Conditions (“Terms”) govern access to and use of the Services provided by White Cup Black Lid, LLC (“Company,” “we,” “us,” “our”). By purchasing or using any Report or other Services, you agree to these Terms and any applicable order form, statement of work, invoice, or written quote accepted by you (each, an “Order,” and together with these Terms, the “Agreement”).
1. Services (One-Off Deliverables)
Company provides performance analytics, reports, and recommendations based on digital metrics (social, streaming, advertising, sentiment, demographics, and related data) (the “Services”). Reports may include a Benchmark Report, a Social Media Analysis Report, and other custom analyses or reports. Each Report is a stand-alone, one-off deliverable provided for an agreed scope and price set forth in an Order. Nothing in these Terms creates an ongoing subscription or renewal obligation unless an Order expressly states otherwise in writing.
2. Order of Precedence
If there is a conflict, the following order controls: (a) the applicable Order; (b) these Terms; and (c) any other documentation.
3. What it Costs
A. Standard Reports (e.g. Benchmark Report, Social Media Analysis Report, Event Impact Report) cost $249 per separate, individual report.
B. Additional Analysis (Custom Reports)
When Client needs a deeper dive, Company may provide custom analysis built around Client’s goals and the questions Client is trying to answer. Company will pull from data sources most relevant to the agreed scope and deliver decision-ready insights. Each custom report will be priced once the scope of work is finalized as a one-off fee, set forth in a written quote/SOW/Order accepted by Client.
Change Requests; Delays. Client-requested changes to scope, timeline, or data sources may require a written change order and may affect fees and delivery dates. Delivery dates may also shift if Client delays providing required inputs or access.
C. Payment; No Refunds. Payment timing will be stated in the applicable Order. Unless otherwise stated, fees are due upon acceptance of the Order (or upon receipt of invoice, if invoiced). All fees are non-refundable.
4. Client Responsibilities; Authorization
Client will: (a) provide accurate information and timely inputs; (b) ensure Authorized Users maintain confidentiality of any Company portal access; (c) ensure Client has all rights, permissions, consents, and authority to authorize access to connected accounts and any datasets provided; and (d) comply with applicable laws and third-party platform/vendor terms. Credential handling: Client authenticates directly with third parties; Company does not require Client passwords for social platforms and does not log in as Client using Client credentials.
5. Data Sources; Third-Party Services; Limitations
Client acknowledges that Third-Party Data may change, be delayed, or become unavailable due to platform/vendor changes, API restrictions, outages, or metric definition changes. Company is not responsible for third-party outages, inaccuracies, or changes originating from third parties. If access changes materially, Company may substitute comparable sources or adjust methodologies, and will communicate material changes when feasible.
6. Intellectual Property; Ownership
6.1. Client Data and Third-Party Data. Client retains rights to Client Data and Client content. Third-party platforms/vendors retain rights to Third-Party Data subject to their terms. Company does not claim ownership of Client Data or Third-Party Data.
6.2. Company Materials. Company retains all rights to its methodologies, templates, report formats, scoring models, workflows, and know-how, the Service platform (if any), and any general learnings, provided they are aggregated or de-identified and not reasonably attributable to Client.
6.3. Report Use and Sharing. Client may share Reports at its discretion, including with partners, labels, agencies, sponsors, and contractors. Client is responsible for ensuring such recipients comply with confidentiality obligations and do not misrepresent the Report or remove proprietary notices (if included).
7. Confidentiality
Each party may receive confidential information from the other. Each party will protect the other’s confidential information using reasonable care, use it only to perform under the Agreement, and not disclose it except to personnel/contractors with a need to know and confidentiality obligations. Confidentiality does not apply to information that is public through no breach, independently developed, or lawfully received from another source.
8. Disclaimers (Performance and Advice)
Reports and recommendations are informational and based on available data at the time. Company does not guarantee increased followers, streams, sales, engagement, conversions, or revenue. Results depend on many factors outside Company’s control (creative, spend, market conditions, platform algorithms, timing, etc.).
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” TO THE MAXIMUM EXTENT PERMITTED BY LAW.
9. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) COMPANY WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; AND (B) COMPANY’S TOTAL LIABILITY WILL NOT EXCEED THE AMOUNTS PAID BY CLIENT FOR THE SERVICES DURING THE THREE (3) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.
10. Force Majeure
Neither party will be liable for any failure or delay in performance (except for payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, fires, pandemics, epidemics, war, terrorism, civil unrest, labor disputes, governmental actions, power or internet outages, failures or changes in third-party platforms, APIs, data providers, or hosting services, or other events of similar nature. The affected party will use commercially reasonable efforts to resume performance and will provide notice to the other party when practicable. If a force majeure event continues for more than thirty (30) days, either party may terminate the affected Services upon written notice.
11. Indemnification (Mutual)
11.1 Indemnification by Client. Client will indemnify, defend, and hold harmless Company and its officers, directors, employees, contractors, and agents from and against any third-party claims, demands, suits, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Client Data and authorizations; (b) Client’s use of the Services or Reports, including implementation of recommendations; (c) Client’s breach of this Agreement, violation of applicable law, or violation of any third-party platform/vendor terms; or (d) Client-provided materials included in deliverables at Client’s direction.
11.2 Indemnification by Company (IP Infringement). Company will indemnify, defend, and hold harmless Client and its officers, directors, employees, and agents from and against any third-party claims alleging that the Services or a Company-authored Report infringes or misappropriates a third party’s intellectual property rights.
Exclusions. Company will have no obligation under this Section 11.2 to the extent an IP Claim arises from: (i) Client Data or Client Materials; (ii) Third-Party Services / Third-Party Data; (iii) Client’s modification of deliverables; (iv) use not in accordance with this Agreement; or (v) Client’s instructions that cause infringement.
Remedies. If Company reasonably believes the Services may become subject to an IP Claim, Company may: (1) procure the right for Client to continue using the affected portion; (2) modify or replace the affected portion; or (3) terminate the affected Services and refund any prepaid, unused fees.
11.3 Indemnification Procedures. The indemnified party must: (a) provide prompt written notice; (b) allow the indemnifying party sole control of the defense; and (c) provide reasonable cooperation.
12. Publicity (Client Logo/Name Use)
Unless Client opts out in writing, Client grants Company permission to use Client’s name and logo in marketing materials (e.g., client list on website). Company will not publish non-public metrics without Client permission.
13. Suspension
Company may suspend access if required to comply with law, if Client’s use threatens security or violates third-party terms in a way that risks service access, or if Client is materially past due.
14. Governing Law; Disputes
Governing Law: Tennessee law, excluding conflicts rules. Venue: State and federal courts located in Davidson County, Tennessee, unless arbitration is selected.
DISPUTE RESOLUTION; BINDING ARBITRATION; CLASS ACTION WAIVER (AAA; B2B + B2C)
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS LEGAL RIGHTS, INCLUDING THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.
Agreement to Arbitrate. Except as expressly provided below, any dispute shall be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”), rather than in court.
Rules. Consumers: AAA Consumer Arbitration Rules. Business Customers: AAA Commercial Arbitration Rules.
Pre-Arbitration Notice. Before initiating arbitration, the asserting party must send a written Notice of Dispute. The parties will attempt informal resolution for 30 days.
Seat; Location. Davidson County, Tennessee. Hearings may be conducted in person, by videoconference, telephone, or other reasonable means.
Small Claims; Injunctive Relief Carve-Out. Either party may bring an individual action in small claims court or seek temporary injunctive relief in court for IP or confidential information matters.
CLASS ACTION WAIVER; REPRESENTATIVE ACTION WAIVER. Arbitration will be conducted only on an individual basis. No party may bring, join, or participate in any class, collective, coordinated, consolidated, or representative action.
Relief Available. The arbitrator may award any relief available in court under applicable law, subject to the limitations in this Agreement.
Confidentiality. The parties agree to keep confidential the arbitration proceedings, submissions, evidence, and award, except as necessary.
Severability. If any portion is found unenforceable, that portion shall be severed. If the Class Action Waiver is unenforceable as to a particular claim, that claim proceeds in court in Davidson County, Tennessee.
Governing Law. This arbitration agreement is governed by the Federal Arbitration Act. To the extent state law applies, Tennessee law applies.
15. Changes to Terms
Company may update these Terms for future periods. Material changes will be posted and/or communicated. Changes do not retroactively alter signed Orders unless mutually agreed.
16. Contact
White Cup Black Lid, LLC
contact@whitecupblacklid.com