Tumbleweed Expert Help Terms

3. Proposals, acceptance, and records

3.1 Proposals. Each Expert help arrangement is set out in a proposal inside the app. The proposal shows the price, the scope of work, and the setting of each optional permission in section 5.

3.2 How Customer accepts. An admin of Customer accepts by clicking Accept while signed in. By clicking Accept, that person confirms that:

• (a) they are authorized to bind Customer to the Order;

• (b) Customer agrees to the Order and to these Expert Help Terms in the version named in the proposal; and

• (c) Customer consents to use electronic records and electronic signatures for the Order.

Tumbleweed will email notice of each acceptance to Customer’s owner and admins. Only a user with the owner role may accept the first proposal or a price change.

3.3 Electronic records and signatures. Customer agrees that the Order, invoices, and notices about Expert help may be provided electronically. Clicking Accept is Customer’s electronic signature and has the same effect as a handwritten signature. To view and keep records, Customer needs a device that can open PDF files. Customer may stop receiving records electronically by ending Expert help. That does not affect records already accepted.

3.4 The record. At acceptance, the app saves a fixed copy of what was agreed and emails Customer’s admins a PDF record.

• Page 1 is the agreement.

• Page 2 is a certificate of acceptance. It shows who accepted, their role, the date and time, the version of these Expert Help Terms, and a SHA-256 fingerprint of the agreement and the Terms text.

• Page 3 and after contain the full text of the accepted version of these Expert Help Terms.

Either party can use the fingerprint to confirm the record has not changed. Customer should keep its copy of the PDF.

3.5 Tumbleweed’s signature. Tumbleweed signs each Order electronically. The certificate of acceptance carries the electronic signature “Tumbleweed,” which the system applies at acceptance. Bailey AG, LLC adopts that signature as its own, with intent to sign the Order and the assignment in section 9.

4. What staff can and cannot do

4.1 Access. After acceptance, staff get access to Customer’s Tumbleweed account. Staff access lasts only while Expert help is active (and is limited to work sessions). Tumbleweed logs staff actions in Customer’s account. Customer can view the activity log in Settings.

4.2 What staff can do. Staff can:

• create and schedule social posts;

• use Customer’s content Library and Calendar;

• prepare Customer’s Weekly posts; and

• if Customer turns on the permission in section 5.3, read and reply to comments and direct messages, as described in section 4.8.

4.3 What staff are blocked from doing. Staff access is set up so that staff cannot:

• see full payment card details, or add, change, or remove Customer’s payment method;

• add, remove, or change Customer’s people or their roles; or

• connect or remove Customer’s social channels.

Staff may view Customer’s billing pages, such as plan and invoice history, to help with questions.

4.4 Tumbleweed will never ask for card details or passwords. Staff will never ask for payment card information, passwords, or login codes by phone, email, text, or message. Customer should treat any such request as fraud and report it to support@tumbleweed.digital.

4.5 Ad accounts. If Customer turns on ad spend (section 5.4), staff manage ads through Tumbleweed’s integrations with Customer’s connected ad accounts. Customer controls that access by connecting or disconnecting its ad account in Tumbleweed, and can also remove access in the ad platform at any time.

4.6 Who does the work. Staff are bound by confidentiality duties at least as strict as section 10. Tumbleweed is responsible for their work under these Expert Help Terms. Tumbleweed does not promise work on specific dates unless the Order says so. If illness or other staff absence delays work, Tumbleweed will make reasonable efforts to catch up or reassign it.

4.7 Review and moderation. For Expert help only, staff create, review, and publish content as these Expert Help Terms describe. This does not make Tumbleweed a legal reviewer of Customer’s marketing, and Tumbleweed does not give legal advice.

4.8 Private messages and channels. When Customer turns on “Answer comments and messages” (section 5.3), Customer authorizes staff to access, read, and reply to direct messages, comments, reviews, and messages in the channels connected to Customer’s account, including the Tumbleweed Inbox. These messages may contain private information, including names, contact details, and other personal information of Customer’s own customers and other people who write to Customer. Customer agrees that:

• it has the right to give staff this access, and it has given any notice and obtained any consent that the law or a platform’s rules require for staff to handle these messages for Customer;

• staff may open these messages only to provide Expert help, and will use and share what they see only as section 10 allows;

• Tumbleweed logs staff access to messages in Customer’s account; and

• when this permission is Off, staff do not open Customer’s direct messages.

Staff will not ask any person who writes to Customer for card numbers, passwords, or login codes. Customer can turn this permission Off at any time under section 5.1.

5. Optional permissions

5.1 How the switches work. Three permissions are optional. Each is an On/Off switch in Settings that Customer controls and can change at any time. Each is Off unless Customer turns it On in Settings or accepts a proposal that shows it On. The PDF record shows each switch as set at acceptance. Later changes take effect when saved, are logged, and govern from then on.

5.2 Publish without approval (standing approval). When this is Off, every post staff prepare waits for Customer’s approval. When this is On, Customer gives standing approval for staff to publish posts without asking first, except the items in section 5.5. Customer can turn it Off at any time. When Customer does, anything not yet published goes back to waiting for approval.

5.3 Answer comments and messages. When this is On, staff may answer comments and direct messages in Customer’s name, within this permission only. Section 4.8 describes the access this permission gives staff to private messages and channels. Staff will not, in Customer’s name:

• make an offer, quote a price, or agree to a deal;

• agree to a refund, return, or credit;

• promise warranty coverage or any outcome;

• admit fault or responsibility;

• respond to a legal threat, a complaint to a regulator, or a report of injury or property damage; or

• respond to any other complaint beyond a neutral acknowledgment.

Staff will send those to Customer. Customer is responsible for answering them. Tumbleweed does not promise to monitor messages around the clock or to reply within any set time. When this permission is Off, staff do not open Customer’s direct messages.

5.4 Spend ad budget. When this is On, staff may create and manage ads in Customer’s own ad account, up to a monthly limit Customer sets in Settings.

• Customer pays the ad platform directly. Tumbleweed never holds, receives, or pays ad funds.

• Staff will not set budgets that would exceed Customer’s monthly limit. If Customer lowers the limit, staff will adjust budgets to match as soon as reasonably possible.

• Ad platforms sometimes spend slightly over a set budget. Those charges are between Customer and the platform.

• When Customer turns this Off while Expert help continues, staff will pause ads they created as soon as reasonably possible. If Expert help ends while ads are running, Customer is responsible for pausing or ending them (section 11.5). Customer can pause any ad itself at any time.

5.5 Items that always need Customer’s specific approval. Even when standing approval is On, staff will not publish a post, ad, or reply about any of these until Customer approves that specific item:

• prices, payments, financing, rates, or lease terms, including “free,” “0%,” or “no interest” offers, and any down payment, payment amount, number of payments, or term;

• rebates, discounts, promotions, giveaways, contests, or sweepstakes;

• warranties or guarantees;

• safety, recalls, or the use of chemicals or pesticides, including any claim that a product is safe or nontoxic;

• environmental, health, or “Made in USA” claims;

• comparisons with competitors;

• testimonials, endorsements, or posts that show or quote a real person;

• job postings; and

• political or social-issue content.

If staff are unsure whether an item falls in this list, they will ask Customer first. Approval decides whether an item is published. It is not a legal review by Tumbleweed.

5.6 Platform rules. Staff manage posts and ads through Tumbleweed’s integrations with each platform, which may include tools from third-party providers that connect to those platforms. Staff make reasonable efforts to follow each platform’s rules (for example, Meta and Google). Customer’s social and ad accounts remain Customer’s, and Customer remains responsible for them under each platform’s terms. Tumbleweed is not responsible for a platform’s own actions, such as rejecting an ad, limiting reach, or suspending an account.

6. AI-assisted content and reviews

6.1 AI drafts. Tumbleweed may use AI tools to help draft content. AI tools can be wrong. Staff review AI drafts before scheduling or sending them, and Tumbleweed uses reasonable care. Review does not guarantee that content will be free of errors. Staff use only business AI services whose terms bar training on submitted data.

6.2 Customer’s facts and approvals. Customer is responsible for:

• the accuracy of facts it supplies, such as prices, financing, stock, specifications, and promotions, and for telling Tumbleweed promptly when they change; and

• posts and replies it approves, including those published under standing approval.

6.3 Corrections. If either party finds a mistake, Tumbleweed will correct or remove it promptly once it knows, if its access allows. Otherwise Tumbleweed will tell Customer what to change. Customer can also edit or delete any post itself at any time.

6.4 Reviews and engagement. Tumbleweed will not:

• write, buy, or post fake reviews or testimonials;

• offer rewards for reviews that depend on what the review says;

• hide or delete honest negative comments or reviews (spam, abuse, and unlawful content excepted); or

• buy followers, likes, or other engagement.

Customer will not ask Tumbleweed to do any of these. This follows the FTC rule on consumer reviews and testimonials (16 CFR Part 465).

7. Fees

7.1 Price. The monthly price is stated in the Order. It is billed monthly in advance, plus any applicable taxes, and charged to Customer’s payment method on file (on the acceptance date and the same day each month after). Ad spend is not included and is paid by Customer directly to the ad platform.

7.2 Tumbleweed plan required. Expert help fees do not include a Tumbleweed subscription plan. Customer must keep an active paid Tumbleweed plan, billed separately under the Terms of Use, for Tumbleweed to provide Expert help.

7.3 Price to be confirmed. If a proposal shows “price to be confirmed,” nothing is charged until Tumbleweed sends a price and Customer accepts it. Work does not start until then.

7.4 Price changes. Any change in price requires a new version of the proposal, which Customer must accept. Until Customer accepts it, the current price continues. If Customer does not accept within 30 days, either party may end Expert help under section 11.

7.5 Failed payment. If a payment fails, Tumbleweed will notify Customer and may retry.

• If the payment is still unpaid 10 days after notice, Tumbleweed may pause Expert help. While paused, staff access stops and staff publish nothing new. Posts Customer schedules itself are not affected. Fees for the paused period remain due.

• If it is still unpaid 30 days after notice, Tumbleweed may end Expert help.

• Late amounts bear interest at 1.5% per month or the highest rate Missouri law allows, whichever is lower.

7.6 Refunds. Fees already paid are not refunded when Expert help ends, except as stated in sections 11.4 and 12.

8. Customer responsibilities

Customer will:

• give Tumbleweed the information, materials, and timely feedback it needs, and understand that delays on its side may delay delivery without being a breach by Tumbleweed;

• keep its admins and contact details current;

• keep its social and ad accounts in good standing and connected;

• have the rights it needs in materials it gives Tumbleweed, such as photos, logos, and manufacturer assets, and consent from any person shown or quoted in them;

• follow its manufacturers’ brand, co-op, and advertised-price rules;

• follow the laws that apply to its products, pricing, financing, and promotions, and handle any legal review of its ads and offers; and

• not ask staff to do anything unlawful or against a platform’s rules.

9. Ownership

9.1 Deliverables. “Deliverables” are the finished posts, captions, graphics, and replies that Tumbleweed creates only for Customer under Expert help. A Deliverable is “delivered” when Customer approves it or it is published, whichever comes first.

9.2 Assignment. Tumbleweed hereby assigns to Customer, effective automatically when each Deliverable is delivered, all of its rights in that Deliverable, including copyright.

9.3 What Tumbleweed keeps. Tumbleweed keeps its software, templates, prompts, methods, and general know-how. It also keeps anything that existed before the Order, and anything it makes for more than one customer, including standard Weekly posts and templates (“Tumbleweed Materials”). Tumbleweed grants Customer a perpetual, worldwide, royalty-free, non-exclusive license to use Tumbleweed Materials that are part of content delivered to Customer, as part of that content. Customer may not resell or license Tumbleweed Materials to others, or use them outside its own marketing.

9.4 Similar work. The assignment does not cover ideas, styles, layouts, formats, or general themes. Tumbleweed may create similar content for others.

9.5 Third-party material. Stock images, fonts, music, and manufacturer or supplier assets stay under their own licenses. Customer will follow those licenses.

9.6 AI-generated material. Parts of a Deliverable generated by AI may not be protected by copyright. The assignment transfers whatever rights Tumbleweed has. Tumbleweed does not promise that Customer can register or enforce copyright in AI-generated parts.

9.7 Customer’s materials. Customer keeps its own materials. Customer lets Tumbleweed use them only to provide Expert help.

9.8 Signature. This assignment is a written transfer signed by Tumbleweed through the electronic signature described in section 3.5. On request, Tumbleweed will sign a separate confirmation of the assignment.

9.9 Publicity. Tumbleweed will not name Customer as an Expert help client without Customer’s permission.

10. Confidentiality and data

10.1 Confidential information. “Confidential information” means non-public information one party shares with the other that a reasonable person would treat as confidential, including Customer Data. It does not include information that:

• is public through no fault of the receiving party;

• the receiving party already had or develops on its own; or

• the receiving party receives lawfully from someone else.

10.2 Duties. Each party will keep the other’s confidential information private and use it only for the Order. A party may disclose it when the law requires, after giving the other party notice when the law allows. These duties last for 2 years after Expert help ends, and for personal information, for as long as Tumbleweed holds it.

10.3 Customer Data. Tumbleweed will:

• use Customer Data only to provide Expert help;

• limit access to staff who need it;

• not sell Customer Data or use it for its own marketing;

• not use Customer Data to train or improve AI models unless the Order says so, and use only AI services whose terms say they do not train on data Tumbleweed submits; and

• share Customer Data with third-party providers, such as AI, hosting, and platform tools, only as needed to provide Expert help. Those providers handle it under their own terms, which Tumbleweed does not control.

Tumbleweed may use de-identified, aggregated data that does not identify Customer or any person to improve its services.

10.4 Security incidents. If Tumbleweed discovers unauthorized access to Customer Data, it will notify Customer as the law requires.

10.5 At the end. When Expert help ends, Customer Data stays in Customer’s account under the Terms of Use. Tumbleweed will delete copies staff made outside the account, except backups and records it must keep by law, which stay protected under this section.

10.6 Data processing addendum. Tumbleweed may agree to a data processing addendum with Customer, which may include a list of Tumbleweed’s service providers.

10.7 Private messages and personal information. Customer Data includes the content of direct messages, comments, and channel messages that staff can open under section 4.8, and the personal information in them. Tumbleweed will treat this information as confidential information under this section. Staff will not copy it out of Customer’s account, use it to contact anyone other than to carry out the reply Customer authorized, or add it to any other customer’s account. Customer is the owner of this information and is responsible for how it handles its own customers’ personal information, including any privacy notice it owes them. The Tumbleweed Privacy Policy describes how Tumbleweed handles personal information.

11. Term and ending

11.1 Term. Expert help starts at acceptance and continues month to month until ended. There is no minimum term.

11.2 Customer may end anytime. Customer can end Expert help at any time in Settings. It ends when Customer confirms.

11.3 Tumbleweed may end or pause. Tumbleweed can end Expert help for any reason with 30 days’ notice. It can end Expert help sooner if:

• payment is overdue as described in section 7.5;

• Customer breaches these Expert Help Terms and does not fix it within 10 days of notice; or

• continuing would break the law or a platform’s rules.

If Customer’s Tumbleweed plan ends or no longer supports Expert help, Tumbleweed may pause Expert help until the plan is restored, or end it with notice.

11.4 Refund if Tumbleweed ends without cause. If Tumbleweed ends Expert help under the first sentence of section 11.3, it will refund the unused part of the current month.

11.5 When Expert help ends.

• All three permissions turn Off, and staff access ends, except that Tumbleweed may keep limited access only as long as needed to return posts staff scheduled to waiting for approval.

• Customer’s content stays in its Library.

• Ads that are running keep running until Customer pauses or ends them. Customer is responsible for doing so, and for any ad spend after Expert help ends.

11.6 What survives. These parts survive the end of Expert help: fees owed, sections 3.4, 6.2, 9, 10, 12, 13, 14, 15, 16, 18, and 19, and any other part that by its nature should survive.

12. Warranty and disclaimers

TUMBLEWEED WILL PERFORM EXPERT HELP IN A PROFESSIONAL AND WORKMANLIKE WAY. If Expert help does not meet this standard, Customer’s sole remedy is for Tumbleweed to correct the work or, if it cannot, for Customer to end Expert help and receive a refund of the fee for the current month.

MARKETING RESULTS DEPEND ON MANY THINGS OUTSIDE TUMBLEWEED’S CONTROL, INCLUDING MARKETS AND THIRD-PARTY PLATFORMS. TUMBLEWEED DOES NOT PROMISE ANY SPECIFIC RESULTS, REACH, LEADS, SALES, OR RETURN ON INVESTMENT. ANY FORECAST IS AN ESTIMATE, NOT A PROMISE. EXCEPT AS STATED IN THESE EXPERT HELP TERMS, TUMBLEWEED DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

13. Limits of liability

13.1 No indirect damages. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS OR LOST BUSINESS, EVEN IF WARNED THEY COULD HAPPEN. Amounts a party must pay a third party under section 14 are not excluded as indirect damages.

13.2 Cap. EACH PARTY’S TOTAL LIABILITY ARISING FROM EXPERT HELP IS LIMITED TO THE FEES PAID OR PAYABLE FOR EXPERT HELP IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. FOR CLAIMS UNDER SECTION 10 OR 14, THE CAP IS 2 TIMES THAT AMOUNT.

13.3 Applies to negligence. THESE LIMITS APPLY TO ALL CLAIMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, TO THE FULLEST EXTENT THE LAW ALLOWS.

13.4 Exceptions. These limits do not apply to:

• Customer’s duty to pay fees;

• Customer’s breach of section 3 of the Terms of Use, or either party’s infringement or misuse of the other’s intellectual property; or

• a party’s gross negligence or willful misconduct.

13.5 Relationship to the Terms of Use. For claims arising from Expert help, this section replaces the liability limit in the Terms of Use.

14. Indemnities

14.1 Customer. Customer will defend Tumbleweed against third-party claims, and pay resulting damages and costs, that arise from:

• facts and materials Customer supplied;

• posts, ads, and replies Customer approved, including under standing approval;

• Customer’s products, pricing, financing, and promotions;

• Customer’s choices about the three permissions, including ad spend in Customer’s ad account; and

• Customer’s failure to follow laws outside the United States that apply to it or its marketing.

This duty does not apply to the extent a claim arises from Tumbleweed’s breach of section 5 or 10, or from the gross negligence or willful misconduct of staff. Customer’s total liability under this section is limited as stated in section 13.2.

14.2 Tumbleweed. Tumbleweed will defend Customer against third-party claims that original material Tumbleweed created for Expert help infringes someone’s copyright or trademark, and pay resulting damages and costs.

• This does not cover stock or other licensed material, AI-generated content, material Customer supplied, changed, or combined with other material, or use after Tumbleweed asks Customer to stop.

• If a claim is made or likely, Tumbleweed may replace, change, or remove the material, or end Expert help and refund the fee for the current month.

• This section is Customer’s only remedy for infringement claims. Tumbleweed’s total liability under it is limited as stated in section 13.2.

14.3 Process. The party seeking defense must give prompt notice, let the other party control the defense, and cooperate. Neither party may settle a claim in a way that admits fault for the other without its consent.

15. Hiring staff

During Expert help and for 12 months after, Customer will not solicit or hire any staff member, including contractors, who worked on Customer’s account, without Tumbleweed’s written consent. Responses to general job ads are excepted. If Customer hires a staff member in breach of this section, Customer will pay Tumbleweed a placement fee equal to twenty five percent (25%) of that person’s first-year compensation offered by Customer, as a reasonable estimate of Tumbleweed’s cost to replace them and not as a penalty.

16. Order of precedence

If documents conflict, this order controls:

• these Expert Help Terms;

• the price, scope, and permission settings in the accepted proposal;

• the standard fine print in the proposal;

• the Terms of Use; and

• any free-text note staff add to a proposal.

A free-text note can describe the work but cannot change these Expert Help Terms.

17. Changes to these Expert Help Terms

• Tumbleweed may update these Expert Help Terms by giving notice in the app and by email to Customer’s admins.

• An update applies only going forward. It never applies to a claim or event that arose before it takes effect.

• An update cannot change the price, scope, or permission settings in an accepted Order. Those change only through a new proposal version that Customer accepts.

• An update takes effect when an admin accepts it in the app (or 30 days after notice, whichever comes first).

• If Customer does not agree, Customer may end Expert help before the update takes effect. The earlier version applies until then.

• The change rule in the Terms of Use does not apply to these Expert Help Terms.

18. Language

The Order and these Expert Help Terms may be shown in English and Spanish. If the two versions differ, the English version controls. The Spanish acceptance screen says so in Spanish and links to the English version.

19. General

Entire agreement. The Order and the Terms of Use are the whole agreement about Expert help. Emails, calls, and messages from staff do not change it.

Assignment. Customer may not transfer the Order without Tumbleweed’s consent. Tumbleweed may transfer it to an affiliate or to a buyer of its business.

Limited agency. When a permission is On, staff act for Customer only within that permission. Otherwise Tumbleweed is an independent contractor.

No third-party beneficiaries. Only Tumbleweed and Customer have rights under the Order.

Notices. Tumbleweed gives notices in the app or by email to Customer’s admins. Customer gives notices to support@tumbleweed.digital with “Legal Notice” in the subject line.

Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, such as natural disasters, pandemics or epidemics, internet or power outages, failures or changes of hosting providers or social and ad platforms (including their connections to Tumbleweed), or government action. The affected party will make reasonable efforts to resume performance. This does not excuse paying fees already due. Tumbleweed does not promise that Expert help or the platform will be uninterrupted; availability of the platform is governed by the Terms of Use.

Disputes. The parties will first try to resolve any dispute through good-faith discussion. This does not stop either party from seeking urgent relief or collecting unpaid fees. Governing law and the courts for disputes are as stated in section 16 of the Terms of Use.

Severability and no waiver. If any part is unenforceable, the rest stays in effect and that part is enforced as closely as the law allows. Not enforcing a right once does not waive it.