// TERMS & CONDITIONS
Last Updated: June 2026
A. Eligibility
The Results Guarantee applies exclusively to engagements where OutSwarm and the client have signed a Statement of Work that expressly incorporates a Performance Guarantee Addendum. No verbal representation or general marketing statement creates an additional guarantee.
B. Defined performance targets
Each qualifying guarantee must state the measurable target, baseline, measurement method, evaluation period and deadline, covered services, client obligations and dependencies, exclusions, and remedy.
C. Initial validation
OutSwarm may require an initial 14-day validation period to confirm assumptions, data, access, budgets, and commercial feasibility. Changes to guaranteed targets or conditions require written agreement. If material assumptions cannot be validated and no adjustment is agreed, either party may terminate the affected engagement under the applicable settlement provisions.
D. Client responsibilities
The client must maintain agreed advertising and operational budgets; provide timely approvals, accurate information, sales and customer data; grant required platform and reporting access; maintain agreed offers, pricing, and operations; meet documented response-time requirements; and avoid unauthorized changes that materially affect performance. After written notice and an opportunity to cure, a material client failure may suspend or reasonably extend the guarantee deadlines.
E. Material changes
The parties will review the guarantee when circumstances outside OutSwarm’s reasonable control materially undermine its assumptions, including major shifts in demand or competition, platform or algorithm changes, new legal restrictions, changes to the client’s products, pricing, availability or operations, budget reductions, outages, or loss of necessary third-party services. Any revision requires mutual written agreement. If no agreement is reached within 15 business days, either party may terminate the affected guarantee under the applicable settlement provisions.
F. Remedy for missed targets
If OutSwarm misses an expressly guaranteed result despite satisfaction of the applicable conditions, OutSwarm will continue the covered services without additional professional fees for up to 30 calendar days. The remedy is limited to the original scope. Advertising spend, software, production, and approved third-party costs remain the client’s responsibility. The guarantee does not create an indefinite obligation to provide uncompensated services.
G. Financial liability
Subject to applicable law and expressly negotiated exceptions, OutSwarm’s aggregate liability arising from an engagement will not exceed the professional fees paid or payable under the applicable Statement of Work during the preceding six months. For a missed guaranteed target, the agreed remediation is intended to be the client’s sole and exclusive contractual remedy to the extent permitted by law. Consequential, incidental, special, and punitive damages, including lost profits, are excluded to the extent legally permissible. Exceptions for fraud, willful misconduct, and liabilities that cannot lawfully be excluded remain subject to the signed agreement and legal review.
H. Termination
OutSwarm may terminate an engagement for convenience with 30 days’ written notice, subject to the signed agreement’s settlement and transition obligations. OutSwarm may suspend or terminate affected services after a material client breach, written notice, and the agreed opportunity to cure. When documented circumstances make an engagement commercially or operationally unworkable, the parties will follow the agreed review, adjustment, and termination procedures. Termination may not be used in bad faith solely to avoid an accrued guarantee obligation.
I. Dispute resolution
Before litigation, the parties will first attempt resolution through written notice and good-faith executive discussions. If unresolved, the parties will participate in nonbinding mediation, subject to appropriate exceptions for urgent relief and applicable law. Governing law, venue, mediation procedure, and costs are controlled by the signed agreement.
J. Contract hierarchy
The guarantee is governed by the Master Services Agreement, which contains the general commercial terms; the Statement of Work, which defines scope, fees, timing, deliverables, and client responsibilities; and the Performance Guarantee Addendum, which defines the guaranteed metrics, eligibility, measurement, conditions, and remedy. The signed documents must state which provision controls if a conflict arises.