APE FORGE STANDARD POLICIES

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This Creative Services Agreement (“Agreement”) is entered into between Ape Forge LLC, a Montana limited liability company with its principal place of business at 111 N Higgins Ave, Suite 204.6 F, Missoula, Montana 59802 (“Ape Forge”), and the undersigned client (“Client”).


This Agreement becomes effective upon the earliest of signature, written acceptance, payment of an invoice, or commencement of services.


Nature of Engagement & Scope Framework


Client acknowledges and agrees that Ape Forge provides professional creative, strategic, and technical services that require the application of specialized industry knowledge, creative judgment, and evolving problem-solving methodologies. Such engagements are inherently exploratory and are not purely mechanical or production-based in nature. The development of creative and technical solutions commonly involves research, experimentation, iteration, refinement, and adaptation as new information becomes available throughout the lifecycle of a project.


This Agreement establishes the framework under which these services are performed, how expectations are managed, and how professional effort is compensated. Client expressly understands that Ape Forge is engaged for its expertise, experience, proprietary processes, and authority in guiding complex creative and technical work toward stable and effective outcomes. Compensation under this Agreement is therefore based on the performance of professional services, including but not limited to strategic consultation, discovery, concept development, design execution, software implementation, revision cycles, technical troubleshooting, project coordination, and related advisory services. Payment is not contingent upon the completion, deployment, or subjective approval of any specific deliverable unless such dependency is expressly stated in writing. Client further acknowledges that business performance, market reception, platform limitations, regulatory considerations, user adoption, and the performance of third-party systems may influence project outcomes in ways that are outside the direct control of Ape Forge.


Services to be performed shall be defined in a written Scope of Work, proposal, or invoice mutually agreed upon by the parties. The Scope represents the parties’ good-faith understanding of project requirements at the time services commence; however, Client understands that creative and technical projects frequently evolve as discovery, testing, and implementation progress. Requests for services beyond the defined Scope may require written authorization, revised timelines, and adjusted fees, and Ape Forge shall have no obligation to perform such additional services without formal agreement.


During the course of the engagement, circumstances may arise that materially affect project feasibility, direction, or implementation strategy. Where such conditions occur, Ape Forge may recommend adjustments to priorities, delivery expectations, production methodology, or overall project structure. If continued performance under the existing Scope becomes inefficient, misaligned with project objectives, or commercially impractical, Ape Forge may pause services pending mutual agreement on revised terms. This process is intended to preserve project viability, maintain clarity of expectations, and prevent unnecessary expenditure of time or resources by either party. Work shall resume only after updated Scope terms have been confirmed in writing.


Client further acknowledges that effective creative execution depends upon continuity of direction. Substantial changes to design preferences, functional requirements, platform selection, or strategic objectives after work has begun may require re-evaluation of previously completed work. While Ape Forge will make commercially reasonable efforts to incorporate Client feedback, repeated requests to redesign, redevelop, or materially alter substantially similar concepts may be treated as new services rather than continuation of the original Scope. In such cases, Ape Forge may propose revised fees, updated timelines, or modified project parameters before proceeding.


Client engages Ape Forge in reliance upon its professional expertise and agrees to allow Ape Forge reasonable discretion in determining appropriate creative, technical, and operational approaches necessary to perform the services. Client agrees to provide timely feedback, clear strategic direction, and authorized decision-makers throughout the engagement. Where conflicting instructions, excessive revision demands, or delayed approvals materially impair project progress, Ape Forge reserves the right to suspend services until alignment is restored.


Client Responsibilities, Materials, & Project Momentum


Client shall provide all information, content, approvals, and system access reasonably required for Ape Forge to perform services. Client represents and warrants that any materials, data, images, text, branding elements, software assets, or other content supplied to Ape Forge are either owned by Client or properly licensed for the intended use. Client grants Ape Forge the right to use such materials for purposes of performing services under this Agreement.


Client agrees that Ape Forge shall not be responsible for verifying ownership, licensing status, or legal compliance of materials provided by Client. If any claim arises related to copyright infringement, intellectual property misuse, unauthorized use, or other legal violations associated with Client-provided content, Client shall bear full responsibility for such claims and shall defend, indemnify, and hold Ape Forge harmless from any resulting liability, damages, costs, or legal expenses.


If Ape Forge reasonably believes that provided materials may create legal exposure or violate applicable rights, Ape Forge reserves the right to suspend use of such materials and pause related services until the matter is resolved.


Client further agrees to maintain timely communication and provide necessary feedback and approvals throughout the project. Failure to do so may result in delays or suspension of services. Projects that remain inactive for more than ten (10) business days may be considered delayed. Projects inactive for more than thirty (30) consecutive days may be classified as dormant. Reactivation of dormant projects may require rescoping, revised timelines, updated pricing, or execution of a new agreement reflecting current production availability.


Where delays result from Client inaction or late delivery of materials, Ape Forge may adjust scheduling priority and may charge reasonable fees associated with restarting or restructuring work.


Indemnification by Client


Client agrees to indemnify, defend, and hold harmless Ape Forge, its employees, contractors, and affiliates from any claims, damages, losses, liabilities, costs, or expenses (including reasonable legal fees) arising from:

  • materials or content supplied by Client
  • inaccurate information provided by Client
  • unauthorized use of intellectual property
  • violation of third-party rights
  • business decisions made by Client based on services provided


Compensation & Payment Terms


Client agrees to pay all fees outlined in the applicable Scope of Work or invoice. Fees compensate Ape Forge for professional time, expertise, and allocation of production resources regardless of whether a final deliverable is completed or deployed.


Payment schedules shall be defined in writing. Late payments may result in suspension of services and may incur administrative charges. Client shall reimburse Ape Forge for approved out-of-pocket expenses.


Recurring service engagements, including retainers referred to as “Journeys,” secure Ape Forge’s ongoing availability and production capacity. Unused service time does not carry forward unless expressly agreed in writing.


External Funding, Third-Party Direction, and Financial Responsibility


Client acknowledges that Ape Forge’s obligations under this Agreement are solely to Client. Ape Forge shall have no responsibility or liability to any third party, including but not limited to grant providers, grant writers, investors, lenders, governing boards, partner organizations, or regulatory bodies, unless Ape Forge expressly agrees to such obligations in a separate written agreement.


Client remains solely responsible for compliance with any external funding requirements, reporting obligations, repayment terms, or performance conditions associated with grants or other funding sources used to pay for services under this Agreement. Client further agrees that any dispute, clawback, funding delay, or financial obligation arising from such external arrangements shall not affect Client’s obligation to pay Ape Forge for services performed.


Ape Forge shall not be bound by instructions, requests, or directives from any party other than Client’s authorized representative unless otherwise agreed in writing.


Intellectual Property & Mutual Confidentiality


All creative materials, designs, software code, strategic documents, marketing assets, and other deliverables specifically identified in an applicable Scope of Work (“Deliverables”) shall become the property of Client only upon full payment of all fees and expenses due to Ape Forge. Until such payment is made in full, all Deliverables remain the property of Ape Forge.


Ape Forge retains all right, title, and interest in any pre-existing intellectual property, proprietary tools, templates, frameworks, systems, processes, methodologies, reusable technical components, and general know-how used in the performance of services. Client is granted a limited, non-exclusive, non-transferable license to use such embedded elements solely as necessary to utilize the Deliverables for Client’s internal business purposes unless otherwise agreed in writing.


Each party acknowledges that it may receive confidential or proprietary information from the other in connection with this Agreement. Confidential information includes any non-public business, technical, financial, or strategic information that is designated as confidential or would reasonably be understood to be confidential. Each party agrees to use such information only for purposes of performing under this Agreement and not to disclose it to any third party without prior written consent, except as required by law. These obligations shall survive termination of this Agreement.


Third-Party Dependencies


Projects may rely on third-party platforms, vendors, software systems, or infrastructure beyond the control of Ape Forge. Ape Forge is not responsible for delays, failures, policy changes, or limitations arising from such third-party systems.


Where external factors materially impact feasibility or timeline, Ape Forge may recommend alternative approaches or revised Scope terms.


Limitation of Liability & Mutual Indemnification


To the fullest extent permitted by applicable law, Ape Forge’s total liability arising out of or related to this Agreement, whether in contract, tort, or otherwise, shall not exceed the total fees actually paid by Client to Ape Forge within the twelve (12) months preceding the event giving rise to the claim. In no event shall either party be liable to the other for any indirect, incidental, special, or consequential damages, including but not limited to loss of profits, loss of business opportunities, business interruption, loss of data, or reputational harm, even if advised of the possibility of such damages.


Client agrees to indemnify, defend, and hold harmless Ape Forge, its owners, employees, contractors, and affiliates from and against any claims, damages, losses, liabilities, costs, or expenses (including reasonable attorneys’ fees) arising out of or related to:

  1. Materials, content, data, or intellectual property supplied by Client;
  2. Client’s misuse or unauthorized modification of Deliverables;
  3. Violation of third-party rights by Client;
  4. Inaccurate, misleading, or unlawful information provided by Client; or
  5. Business decisions made by Client based on services performed under this Agreement.


Ape Forge agrees to indemnify, defend, and hold harmless Client from and against any claims, damages, losses, liabilities, costs, or expenses (including reasonable attorneys’ fees) arising directly from Ape Forge’s knowing infringement of third-party intellectual property rights in the original work created by Ape Forge under this Agreement, provided that such work has not been modified or misused by Client.


Each party shall promptly notify the other of any claim subject to indemnification and shall reasonably cooperate in the defense or resolution of such claim. These indemnification obligations shall survive termination or expiration of this Agreement.



Termination


Termination for Convenience: Either party may terminate this Agreement for any reason upon thirty (30) days written notice to the other party. Termination for convenience is subject to the standard refund policy outlined in this Agreement.


Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party breaches any material term of this Agreement and fails to cure such breach within fifteen (15) days after receiving written notice of the breach. Termination for cause is subject to the standard refund policy outlines in this agreement.


Right to Cancel by Company: Ape Forge reserves the right to cancel the project at any time with reasonable notice to the Client, including but not limited to reasons such as persistent communication issues, creative misalignment, force majeure events (e.g., severe weather, economic or political disruption, acts of war, or other unforeseeable circumstances). In such cases, Ape Forge will deliver all completed work up to the date of cancellation, and full rights and ownership of that work will transfer to the Client unless otherwise agreed in writing.


Effect of Termination: Upon any termination, the Client shall pay the Company for all Services performed up to the date of termination and any non-refundable costs or commitments incurred by the Company.


Refund Policy


Three-Day Right to Refund: The Client has the right to request a refund within three (3) days of signing this Agreement (the “Refund Period”). If the Client decides to cancel the project within this period, the Company will refund any payments made, less the hourly rate of $150 per hour for any work completed during the Refund Period. The refund request must be made in writing (physical or digital formats) and received by the Company within the Refund Period.


No Refunds After Refund Period: After the initial three-day Refund Period has elapsed, no refunds will be rendered under any circumstances. Due to the nature of the services being rendered, this includes but is not limited to; dissatisfaction with the Services, project delays, or changes in the Client’s business needs.


Effect of Termination on Refunds: In the event of termination of this Agreement by either party after the Refund Period, the Client remains responsible for payment for all Services rendered up to the date of termination, as specified in the Termination section of this Agreement.


Dispute Resolution


Both parties agree to maintain confidentiality of proprietary information. Disputes shall first be addressed through good-faith negotiation, followed by mediation or arbitration if necessary. This Agreement shall be governed by the laws of the State of Montana.


  • Negotiation: In the event of a dispute, the parties agree to first attempt to negotiate in good faith to resolve the dispute.
  • Mediation/Arbitration: If negotiation fails, the parties agree to resolve the dispute through mediation or binding arbitration at clients expense.
  • Governing Law: This Agreement will be governed by and construed in accordance with the laws of the State of Montana.


Completed Agreement


This Agreement, including all exhibits, represents the entire understanding between the parties regarding the Services and supersedes all prior agreements, whether written or oral. Any amendments or modifications to this Agreement must be made in writing and signed by both parties. The terms outlined herein are binding and enforceable upon signature by both parties.


By signing this Agreement, both parties acknowledge that they have read, understood, and agreed to all terms and conditions stated within, including any exhibits or attachments. This Agreement shall become effective as of the date last signed below.



Ape Forge LLC