Terms & Conditions

This agreement is between the Company and the Client for the Midnight Partner with Product Build service described below (the "Services").

At A Glance

What you get: Your low ticket product and funnel built for you, then our advertising AI installed, trained and running your ads for twelve months.

What you pay: $12,500 USD ($10,000 for the twelve month service, $2,500 one-time for the build).

Your ad spend: Separate. You pay the ad platform directly and set your own budget.

What we never promise: Revenue, profit, return on ad spend, or any figure by any date.

Refunds: None for results or change of mind. Money back only if we fail to deliver (Section 5.2).

Leaving: Any time after month six, on thirty days' notice. You keep everything we built.

This is a summary. The terms below are the agreement.

1. What We Deliver

1.1 Onboarding. A one-to-one onboarding call within seven (7) days of the Effective Date to agree your offer, angles and setup.

1.2 The Build. Within thirty (30) days of the onboarding call, we create your low ticket digital product and its landing page, checkout, order bumps, upsells, downsells and email follow-up. The product is agreed on the onboarding call. It does not include filming or recording a course featuring you.

1.3 Where It Lives. Everything is built inside your own accounts (your domain, your payment processor and your own workspace), so it is yours from day one.

1.4 Your Advertising AI. Once the build is delivered, we install our advertising AI for your business and train it on your market research, offer and creative. It is the same system we use to run our own ads.

1.5 Your Ads, Every Working Day. From the end of the build until the end of the Term, your AI produces new ads every working day and manages them in your ad account under our rules: launching, monitoring, pausing and replacing ads. If the build takes longer than thirty (30) days for reasons on our side, the Term is extended by the length of that delay at no extra Fee.

1.6 Support. A private support channel with our team, a written report each month covering spend, ads produced and results, and live group calls every week.

1.7 Events. Entry to our in-person events held during the Term at no ticket cost. Travel and accommodation are yours.

1.8 That Is The Full List. Our obligations are the items in this Section 1 and nothing else. Anything said on a call, page or message that is not written here is not part of this agreement.

2. Fees And Payment

2.1 Fee. $12,500 USD, being $10,000 for the twelve (12) month service and $2,500 one-time for the build (the "Fee").

2.2 When It Is Due. In full on signing, unless we agree instalments in writing. The "Effective Date" is the day the first payment clears.

2.3 Instalments. Paying in instalments is a way of paying for a twelve month agreement, not a shorter one. If an instalment is more than seven (7) days late, the remaining balance becomes due and we may pause the Services.

2.4 Ad Spend Is Yours. The Fee does not include ad spend, and we never receive it. You pay the platform directly and decide your budgets.

2.5 Spend Level. This tier covers accounts spending up to $1,000 USD a day on average. If you stay above that for thirty (30) days in a row we may offer you the next tier. Nothing changes unless you agree in writing.

2.6 Renewal. The service renews for another twelve (12) months at the same $10,000 unless either side gives written notice at least thirty (30) days before the end of the Term. We will remind you at least sixty (60) days before. The build fee is never charged again.

2.7 Taxes. Amounts are in US Dollars. You are responsible for any taxes on the Fee, other than tax on our own income.

3. Your Accounts And Your Responsibilities

3.1 You Own Your Accounts. Your ad account, pixel, pages, domain, payment processor and customer data are yours before, during and after this agreement.

3.2 Connection, Not Access. We do not need, and will not hold, admin, user or partner access to your ad account, Business Manager, pages, domain or payment processor. You connect your accounts to the software through the platform's own sign-in and can disconnect at any time. While disconnected, the ads cannot run.

3.3 What We Need From You. Your domain, your payment processor connected, your ad account connected and funded, and the information, brand assets and approvals we ask for, provided promptly. We are not responsible for delays caused by anything on this list.

3.4 Approving Ads. Ads run in your name. If you want to approve ads before they go live, tell us in writing and we will send them to you first.

3.5 Platform Rules. You are responsible for your offer, your claims and your accounts meeting the rules of Meta, Google and any other platform, and the law where you sell. Because we hold no access, account admin, security, verification, payment methods and standing are yours. We are not liable for any rejection, restriction, suspension or ban of an ad account, page, domain, pixel or payment processor, and none of these entitles you to a refund.

3.6 Pausing For Cause. We may pause or end the Services if a platform, processor or regulator issues a written finding or permanent ban against your offer or business, or if your offer is unlawful. Where it can be fixed, we give you ten (10) business days' written notice first. Rejected ads, reviews and temporary restrictions are not grounds on their own.

4. Ownership

4.1 What Is Yours. Everything we create for you, including the product, pages, funnel, checkout, emails, automations, copy and ads, is yours on full payment of the Fee. You keep it whether or not you continue, and we will give you a copy or export on request.

4.2 What Is Ours. We keep our own frameworks, systems, prompts, software and AI. You may use them in your own business under a permanent, non-exclusive licence granted on full payment, but you may not resell, repackage or use them to serve others without our written consent.

4.3 Your Materials. Your existing content, courses, brand, client lists and data stay yours. We use them only to deliver your Services. We do not share them with other clients or third parties (other than our own team and contractors under confidentiality), do not use them to train AI models, and do not use them in our marketing without your consent. On request after the agreement ends, we return or delete them.

5. Results And Refunds

5.1 No Results Promise. We deliver the Services in Section 1. We do not promise revenue, profit, return on ad spend, cost per sale or any other figure, or any date by which a figure is reached. Results depend on your market, offer, budget and things outside our control.

5.2 Refunds. The Fee is non-refundable, including for change of mind, results, pausing your ad spend, or not providing what we need under Section 3.3. The one exception is non-delivery: if we fail to deliver the build within sixty (60) days of the onboarding call, or stop the ad service for thirty (30) days in a row, for reasons on our side, tell us in writing. If we have not fixed it within fourteen (14) days, you may end the agreement and we refund the build fee (if the build was not delivered) and the service fee for the full months remaining, within thirty (30) days.

5.3 No Chargebacks. You agree to use Section 5.2 and Section 7, not a chargeback or bank dispute, to recover any money. A chargeback filed instead is a breach of this agreement, and you agree to repay the disputed amount plus the fees and reasonable costs it causes us.

6. Term And Ending

6.1 Term. Twelve (12) months from the Effective Date, renewing under Section 2.6.

6.2 Leaving Early. After the first six (6) months you may end the agreement for any reason on thirty (30) days' written notice. Amounts already paid are not refunded, and you keep everything we built. In the first six (6) months the Term and Fee stay as agreed.

6.3 Breach. Either side may end the agreement if the other materially breaches it and does not fix the breach within fourteen (14) days of written notice.

6.4 What Continues. Sections 4, 5, 7 and 8 continue after the agreement ends.

7. Disputes

This agreement is governed by the laws of England and Wales. Both sides will first try to settle any dispute by good-faith discussion for thirty (30) days. Anything unresolved goes to binding arbitration in London under the LCIA rules, before a single arbitrator, in English. The winning side may recover its reasonable legal costs.

8. General

8.1 Confidentiality. Each side keeps the other's non-public information confidential, including figures, performance data, strategies and software, for three (3) years after the agreement ends.

8.2 Relationship. We are an independent contractor, not a partner, employee or agent. This is not exclusive and we may work with others in your market.

8.3 Whole Agreement. This is the entire agreement and replaces all earlier discussions, proposals and agreements between us on this subject.

8.4 Other Terms. Neither side may transfer this agreement without the other's written consent, except to a successor business. If any part is unenforceable, the rest still applies. Neither side is liable for delays caused by events outside its reasonable control, including platform outages and policy changes. Electronic signatures count as originals.

8.5 Notices. Formal notices go by email to greg@cookemedia.io for the Company and to the Client's email of record, and are received on the next business day.