These Terms & Conditions ("Terms") govern the relationship between Prosada ("we," "us," or "our"), a social media content distribution agency based in Minneapolis, Minnesota, and any individual or business ("you," "your," or "Client") who engages our services.
By signing a service agreement, completing our intake questionnaire, making a payment, or otherwise engaging Prosada for services, you agree to be bound by these Terms in full. If you do not agree with any part of these Terms, you must not engage our services.
These Terms apply to all service tiers (Presence, Growth, and Authority), all add-on services, and any other engagement between you and Prosada, whether verbal, written, or electronic.
Prosada provides social media content distribution services, which may include but are not limited to: AI-assisted video clipping, content formatting, caption writing, hashtag research, scheduling, platform publishing, in-studio filming sessions, custom video editing, and monthly performance reporting.
The specific services included in your engagement are defined exclusively by:
Scope boundary: Any service not explicitly listed in the above documents is not included in your plan. All scope additions require a new written agreement and additional fees before work begins. Verbal requests or email requests for out-of-scope work do not constitute an agreement to provide such services.
All new clients are required to complete a one-time Content Strategy Onboarding session before any monthly service begins. The onboarding fee is non-refundable once the strategy session has been completed, regardless of whether ongoing services are commenced.
To activate and maintain your plan, you agree to the following client obligations:
Monthly service fees are billed on the same calendar date each month. Payment is due in advance of the service month. If payment is not received within 7 days of the due date, Prosada reserves the right to pause or suspend services until outstanding balances are settled.
Onboarding fee: The one-time onboarding fee is due in full before any onboarding session or service work begins. This fee is non-refundable once the session has taken place.
Add-on services: All add-on services are billed at the time of written agreement and are due before work on those services commences.
Late payments: Accounts more than 14 days past due may be subject to a late fee of 1.5% per month on the outstanding balance. Prosada reserves the right to suspend all services for accounts with unpaid balances without liability for any resulting content gaps or missed posting schedules.
Price changes: Prosada reserves the right to adjust pricing with 30 days written notice to existing clients. Your continued use of services after the effective date of a price change constitutes acceptance of the new pricing.
Either party may terminate services with 30 days written notice. Notice must be submitted via email to hello@prosada.co. Verbal cancellation requests are not accepted.
Client-initiated cancellation: If you cancel mid-billing cycle, no refund will be issued for the partial month already paid. Services will continue through the end of the paid period. The 30-day notice period begins on the date the written notice is received.
Prosada-initiated termination: Prosada reserves the right to terminate services immediately and without refund if a client:
Tier changes: You may request to switch service tiers at any time. Upgrades take effect at the start of the next billing cycle. Downgrades take effect at the start of the billing cycle following the next one (i.e., with one full billing cycle of notice).
Your content: All content, media, and materials you provide to Prosada remain your sole property. You grant Prosada a limited, non-exclusive, royalty-free license to use, edit, format, and distribute your content solely for the purpose of delivering the agreed services.
Deliverables: All clips, edited videos, captions, and other deliverables created by Prosada from your provided materials become your property upon delivery, provided that all outstanding fees have been paid in full.
Portfolio & case study rights: Prosada reserves the right to reference your engagement as a portfolio example or case study, including referencing metrics such as view counts or growth rates, unless you opt out of this usage in writing at or before the time of onboarding. Opting out will not affect the quality or delivery of your services.
Prosada tools & processes: All internal processes, systems, software tools, templates, frameworks, and methodologies used by Prosada remain the exclusive intellectual property of Prosada and may not be copied, replicated, or reverse-engineered by clients.
You agree not to use Prosada's services to publish, distribute, or promote content that:
Prosada reserves the right to refuse to publish any content that, in our sole reasonable judgment, violates any of the above, without refund for work already completed on that content.
Prosada publishes content to third-party platforms including Instagram, TikTok, YouTube, Facebook, X (Twitter), LinkedIn, Pinterest, Google Business Profile, Bluesky, and Mastodon. These platforms are independently operated and subject to their own terms of service, algorithms, and moderation policies, which may change at any time without notice.
Prosada makes no representations or warranties regarding the availability, performance, algorithm behavior, or moderation decisions of any third-party platform. We are not responsible for content that is removed, suppressed, shadow-banned, or penalized by any platform's systems or policies.
If a platform makes a material change that affects our ability to deliver services as described, Prosada will notify you within 5 business days and work in good faith to identify an appropriate alternative approach.
Prosada does not guarantee specific outcomes including but not limited to: view counts, follower growth, engagement rates, sales conversions, viral performance, or revenue generation. Social media performance is influenced by many factors outside our control, including but not limited to platform algorithms, content quality, audience behavior, market conditions, and posting frequency.
Any performance examples, case studies, or client results shared in our marketing materials represent the results achieved by specific clients under specific conditions and should not be interpreted as typical or guaranteed outcomes for all clients.
Both parties agree to keep confidential any non-public, proprietary, or sensitive information shared during the engagement. For Prosada, this includes your business strategy, client lists, financial information, and unpublished creative work. For clients, this includes Prosada's internal processes, pricing structures, vendor relationships, and operational systems.
Neither party shall disclose the other's confidential information to any third party without prior written consent, except as required by law or regulation. This confidentiality obligation survives the termination of services for a period of two (2) years.
To the fullest extent permitted by applicable law, Prosada shall not be liable for any indirect, incidental, consequential, special, or punitive damages arising out of or related to the services provided, including but not limited to lost profits, lost revenue, loss of business opportunity, loss of data, or reputational harm.
Prosada's total cumulative liability to you for any and all claims arising out of or related to these Terms or the services shall not exceed the total fees paid by you to Prosada in the three (3) months immediately preceding the claim.
These limitations apply regardless of the form of action, whether in contract, tort, negligence, strict liability, or otherwise, even if Prosada has been advised of the possibility of such damages.
You agree to indemnify, defend, and hold harmless Prosada and its owners, employees, contractors, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
Prosada reserves the right to update or modify these Terms at any time. When we make material changes, we will notify active clients via email at least 14 days before the changes take effect. The most current version of these Terms will always be available at prosada.co/terms.
Your continued use of our services after the effective date of any changes constitutes your acceptance of the revised Terms. If you do not agree to the updated Terms, you must provide written notice of cancellation before the effective date of the changes.
These Terms shall be governed by and construed in accordance with the laws of the State of Minnesota, United States of America, without regard to its conflict of law provisions.
In the event of any dispute arising from or relating to these Terms or the services, both parties agree to first attempt resolution through good-faith negotiation for a period of 30 days before pursuing any other remedy. If negotiation fails, disputes shall be resolved through binding arbitration in Hennepin County, Minnesota, in accordance with the rules of the American Arbitration Association.
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from a court of competent jurisdiction in Hennepin County, Minnesota, to prevent irreparable harm pending arbitration.
These Terms, together with your signed service agreement and any written add-on agreements, constitute the entire agreement between you and Prosada with respect to the services and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral.
If any provision of these Terms is found to be unenforceable or invalid under applicable law, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.
No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Prosada's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
If you have any questions about these Terms & Conditions, or to submit a formal legal notice to Prosada, please contact us using the information below. We aim to respond to all legal inquiries within 5 business days.