1. Scope & Agentic Authority
Mercurial Vision LLC ("Agency") provides digital infrastructure and "Agentic Commerce" services. Client hereby grants Agency the authority to deploy AI-driven agents and automated bidding tools within agreed-upon policy guardrails.
- Autonomous Error Disclaimer: Agency shall not be liable for "hallucinations," autonomous bidding errors, or algorithmic anomalies caused by third-party AI models (e.g., Google Gemini, OpenAI), provided Agency maintained reasonable human-in-the-loop (HITL) monitoring.
2. Performance & Platform Volatility
- Platform Blackouts (Force Majeure): Performance obligations are suspended in the event of major third-party platform outages (e.g., Meta Ads Manager downtime, Google Cloud failures) that exceed six (6) hours in duration.
- Account Safety: Agency is not liable for account bans or "shadow-banning" initiated by platforms, which are often the result of opaque, automated platform policies beyond Agency's control.
3. Client Warranties & ADA Compliance
- Destination Compliance: Client warrants that all landing pages and websites to which Agency drives traffic are compliant with the Americans with Disabilities Act (ADA) and WCAG 2.1 Level AA standards as of April 2026. Client shall indemnify Agency against any "accessibility" lawsuits arising from Client-owned digital assets.
- Data Rights: Client warrants they have the legal right to share any "Customer Lists" provided to Agency for hashing and uploading to Meta/Google for "Lookalike" targeting.
4. Financials & Termination
- Retainer Integrity: In accordance with the $4,000/mo retainer, Client agrees that payment is for Agency's expert time and infrastructure management, not a guaranteed financial return.
- Late Fees & Suspension: Payments overdue by 15 days accrue 1.5% monthly interest. Agency reserves the right to pause all active API connections and all ad spend if an invoice remains unpaid for 30 days.
5. Governing Law & Mandatory Arbitration
- Venue: This agreement is governed by the laws of Michigan.
- Arbitration: All disputes shall be settled by binding arbitration in Macomb County, MI. The prevailing party shall be entitled to recover reasonable attorney's fees.
6. Contact
For questions about these Terms & Conditions, please contact us:
Mercurial Vision LLC
52768 Harmony Drive, Macomb MI 48073
Growth@MercurialVision.com