Gallyn Terms of Service

version: 1/2026

1. INTRODUCTION AND ACCEPTANCE OF TERMS

These Terms of Service ("Terms") govern your access to and use of the website at gallyn.com (the "Website") and the marketing services provided by Gallyn Marketing LLC ("Terms").

By accessing the Website or engaging Gallyn to provide Services, you agree to be bound by these Terms. If you do not agree, you must not use the Website or engage Our Services.

If you are accepting these Terms on behalf of a company, organisation, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case "You" and "Client" refer to that entity.

Effective Date: February 2026

2. DEFINITIONS

"Agency", "Gallyn", "We", "Us", or "Our" means Gallyn Marketing LLC.
"Client", "You", or "Your" means the business, organisation, or individual accessing the Website or engaging Gallyn to provide Services.
"Services" means the digital marketing services provided by Gallyn, including but not limited to campaign management, lead generation, digital advertising, analytics, content marketing, search engine optimisation ("SEO"), social media management, and email marketing.
"Deliverables" means any work product, materials, reports, content, or other outputs created by Gallyn for the Client in the course of providing the Services.
"Platform(s)" means third-party advertising and marketing platforms used in the delivery of Services, including but not limited to LinkedIn, Google, and Meta.
"Campaign" means any marketing initiative, advertisement, or promotional activity planned, created, or executed by Gallyn on behalf of the Client.
"SOW" means a Statement of Work or service agreement entered into between Gallyn and the Client that describes the specific Services to be performed, including scope, timelines, fees, and deliverables.

3. DESCRIPTION OF SERVICES

Gallyn provides B2B marketing services including but not limited to:

Campaign strategy and planning
Digital advertising management (LinkedIn, Google, Meta, and other Platforms)
Lead generation and nurturing
Content marketing and copywriting
Social media management
Search engine optimisation (SEO)
Email marketing and automation
Analytics, reporting, and performance insights

The specific Services to be provided to a Client are governed by the applicable SOW or service agreement entered into between the parties. Services may be modified with mutual written agreement.

These Terms apply to all Services provided by Gallyn, unless a separate written agreement expressly states otherwise.

4. CLIENT OBLIGATIONS

The Client agrees to:

Provide accurate and complete information about its business, products, services, and brand as reasonably required for the delivery of Services;
Provide timely feedback and approvals as requested by Gallyn (delays in Client responses may impact project timelines and campaign performance);
Provide all necessary access to accounts, platforms, and digital assets required for the performance of Services;
Comply with all applicable laws, regulations, and third-party Platform terms of service in connection with the Services;
Be solely responsible for the accuracy, legality, and non-infringement of all materials, information, and data provided to Gallyn;
Maintain proper consents, permissions, and opt-ins for any email lists, audience data, or personal data shared with Gallyn; and
Promptly notify Gallyn of any changes to its business, regulatory requirements, or platform accounts that may affect the Services.

5. NO GUARANTEE OF RESULTS

GALLYN MAKES NO GUARANTEE, WARRANTY, OR REPRESENTATION REGARDING SPECIFIC RESULTS FROM THE SERVICES, INCLUDING BUT NOT LIMITED TO: SEARCH ENGINE RANKINGS, WEBSITE TRAFFIC, LEAD VOLUME, CONVERSION RATES, SALES, REVENUE, RETURN ON INVESTMENT, OR ANY OTHER MEASURABLE METRIC.

Marketing results depend on numerous factors beyond Gallyn's control, including but not limited to market conditions, competitive landscape, Client's products and pricing, Client's responsiveness and execution, consumer behaviour, economic conditions, and Platform algorithms and policies.

Past performance does not guarantee future results. Any projections, estimates, forecasts, or case studies provided by Gallyn are for planning and illustrative purposes only and do not constitute guarantees or warranties of any kind.

6. THIRD-PARTY PLATFORMS

Gallyn uses third-party Platforms to deliver certain Services. The Client acknowledges and agrees that:

Gallyn is not responsible for and has no control over: Platform outages, downtime, or service interruptions; algorithm changes; policy changes or enforcement actions; feature changes, deprecation, or removal; account suspensions or restrictions; targeting limitations or audience restrictions; and ad disapprovals or content moderation decisions;
The Client must independently comply with all applicable Platform terms of service, advertising policies, and community guidelines;
Gallyn shall not be liable for any disruptions, losses, or damages arising from Platform-related events;
Ad spend and media costs paid directly to Platforms are separate from Gallyn's service fees and are subject to the billing terms and policies of the applicable Platform; and
Gallyn may recommend changes to campaign strategy in response to Platform changes, which may affect campaign performance or scope.

7. INTELLECTUAL PROPERTY

7.1 Gallyn's Pre-Existing IP

Gallyn retains all right, title, and interest in and to its pre-existing intellectual property, including but not limited to proprietary tools, templates, methodologies, frameworks, processes, know-how, software, and reusable assets developed independently of any Client engagement.

7.2 Client's Pre-Existing IP

The Client retains all right, title, and interest in and to its pre-existing intellectual property, including but not limited to trademarks, brand assets, logos, product information, trade secrets, and proprietary data.

7.3 Deliverables

Upon full payment of all applicable fees, Gallyn grants the Client a non-exclusive, non-transferable, perpetual licence to use the Deliverables for the business purposes for which they were created. Gallyn retains the right to use Deliverables in its portfolio, case studies, and marketing materials (anonymised upon written request from the Client).

7.4 Third-Party Assets

Any third-party assets incorporated into the Deliverables (including but not limited to stock photographs, fonts, icons, and licensed media) remain subject to their respective licence terms. The Client is responsible for ensuring compliance with such licence terms.

7.5 No Implied Licences

Neither party grants the other any implied licence or right beyond what is expressly stated in these Terms or the applicable SOW.

8. FEES AND PAYMENT

Fees for Services shall be as set out in the applicable SOW or service agreement.
Invoices are due and payable within thirty (30) days of the date of issue, unless otherwise agreed in writing.
Late payments shall accrue interest at a rate of one and a half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower.
Gallyn reserves the right to suspend or cease performance of Services if any invoice remains unpaid for more than fourteen (14) days after its due date.
The Client is responsible for all third-party costs incurred in connection with the Services (including but not limited to ad spend, stock media licences, and software subscriptions), unless expressly included in the applicable SOW.
All fees are exclusive of applicable taxes, duties, and levies, which shall be the responsibility of the Client.
No refunds shall be issued for Services already rendered. Prepaid retainers are non-refundable to the extent that work has been completed.

9. CONFIDENTIALITY

9.1 Obligations

Each party (the "Receiving Party") agrees to keep strictly confidential all Confidential Information disclosed by the other party (the "Disclosing Party") and to use such Confidential Information only for the purposes contemplated by these Terms.

9.2 Definition

"Confidential Information" means any non-public information disclosed by one party to the other in connection with the Services, including but not limited to business strategies, client lists, pricing, campaign data, analytics, performance data, trade secrets, technical information, and any information marked or designated as confidential.

9.3 Exceptions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already known to the Receiving Party without restriction before disclosure; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is received from a third party without restriction and without breach of any obligation of confidentiality.

9.4 Required Disclosure

The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice (where legally permitted) and cooperates with reasonable efforts to limit the scope of disclosure.

9.5 Duration and Return

Confidentiality obligations under this Section survive termination of these Terms for a period of three (3) years. Upon termination or expiration of these Terms, and upon written request, each party shall return or destroy all Confidential Information of the other party.

10. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GALLYN'S TOTAL AGGREGATE LIABILITY TO THE CLIENT UNDER OR IN CONNECTION WITH THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE CLIENT TO GALLYN IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IN NO EVENT SHALL GALLYN BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO: LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF DATA, LOSS OF GOODWILL, LOSS OF ANTICIPATED SAVINGS, OR BUSINESS INTERRUPTION, EVEN IF GALLYN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THESE LIMITATIONS SHALL APPLY REGARDLESS OF THE THEORY OF LIABILITY AND REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF THE USE OR INABILITY TO USE THE SERVICES OR OTHERWISE.

Nothing in these Terms excludes or limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited by applicable law.

11. DISCLAIMER OF WARRANTIES

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY.

GALLYN EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

GALLYN DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED.

12. INDEMNIFICATION

12.1 Client Indemnification

The Client shall indemnify, defend, and hold harmless Gallyn and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

Materials provided by the Client that infringe or are alleged to infringe any third-party intellectual property rights;
The Client's products, services, or business operations;
The Client's violation of any applicable law, regulation, or Platform terms of service;
False, misleading, or deceptive claims or representations made by the Client or included at the Client's direction;
The Client's collection, use, or processing of personal data in violation of applicable data protection laws; or
Any breach by the Client of these Terms.

12.2 Gallyn Indemnification

Gallyn shall indemnify, defend, and hold harmless the Client and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

Content solely created by Gallyn that infringes or is alleged to infringe any third-party intellectual property rights, but only when used by the Client in the manner and for the purposes for which it was delivered; or
Gallyn's gross negligence or willful misconduct in the performance of the Services.

12.3 Process

The indemnified party shall: (a) provide prompt written notice of any claim; (b) grant the indemnifying party sole control of the defence and settlement of the claim; and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnifying party shall not settle any claim without the indemnified party's prior written consent if the settlement imposes obligations on the indemnified party or does not fully release it from liability.

12.4 Limitation

All indemnification obligations under this Section are subject to the limitation of liability set out in Section 10.

13. TERM AND TERMINATION

13.1 Term

These Terms are effective upon your acceptance (whether by accessing the Website, engaging Services, or executing a SOW) and shall continue in effect until terminated in accordance with this Section.

13.2 Termination for Convenience

Either party may terminate these Terms or any SOW by providing the other party with thirty (30) days' prior written notice.

13.3 Termination for Cause

Either party may terminate these Terms or any SOW immediately upon written notice if the other party commits a material breach and fails to cure such breach within fourteen (14) days of receiving written notice specifying the breach.

13.4 Termination for Non-Payment

Gallyn may terminate these Terms or any SOW immediately upon written notice if the Client fails to pay any undisputed amount within thirty (30) days of the due date.

13.5 Effects of Termination

Upon termination or expiration of these Terms:

The Client shall pay Gallyn for all Services rendered and expenses incurred through the effective date of termination;
Gallyn shall deliver to the Client all completed Deliverables for which payment has been received;
Each party shall return or destroy the other party's Confidential Information in accordance with Section 9.5; and
Gallyn shall have no obligation to maintain or provide access to any campaign data, accounts, or assets after the effective date of termination.

13.6 Survival

The following Sections shall survive any termination or expiration of these Terms: Section 7 (Intellectual Property), Section 9 (Confidentiality), Section 10 (Limitation of Liability), Section 11 (Disclaimer of Warranties), Section 12 (Indemnification), Section 19 (Governing Law and Dispute Resolution), and Section 20 (General Provisions).

14. DATA PRIVACY AND COMPLIANCE

Gallyn processes personal data in accordance with its Privacy Policy, available at gallyn.com/privacy.
When processing personal data on behalf of the Client, Gallyn acts as a data processor and the Client is the data controller.
The parties shall enter into a Data Processing Agreement where required by applicable data protection law.
The Client is solely responsible for obtaining all necessary consents, permissions, and legal bases for any personal data shared with Gallyn.
Gallyn complies with applicable data protection laws, including the General Data Protection Regulation (EU) 2016/679 ("GDPR"), the UK General Data Protection Regulation ("UK GDPR"), the California Consumer Privacy Act ("CCPA"), and the UAE Personal Data Protection Law ("UAE PDPL").

15. DATA REMOVAL REQUESTS

If you wish to request the removal of your personal data held by Gallyn, please submit your request by email to [email protected] with the subject line "Data Removal Request". Your email should include:

Your full name and, if applicable, the name of the organisation you represent;
The email address(es) associated with the data you wish to have removed;
A description of the data you would like removed (e.g. lead form submissions, campaign data, mailing list entries); and
Any additional information that will help Us identify and locate your data.

Upon receiving a verified request, Gallyn will:

Acknowledge receipt within five (5) business days;
Remove or anonymise the relevant personal data within thirty (30) days, unless retention is required by applicable law, contractual obligation, or for the establishment, exercise, or defence of legal claims; and
Notify you by email once the removal has been completed.

Where Gallyn processes your data on behalf of a client (as data processor), We will direct your request to the relevant client (as data controller) and assist in fulfilling it. For further information on your data protection rights, please refer to Our Privacy Policy at gallyn.com/privacy.

16. ACCEPTABLE USE

The Client shall not use Gallyn's Services, Website, or Deliverables for or in connection with:

Spam, unsolicited communications, or any form of bulk messaging not in compliance with applicable law;
Misleading, deceptive, or fraudulent marketing practices;
Any activity that is illegal or violates applicable law or regulation;
Infringement of any third-party intellectual property rights;
Distribution of malware, viruses, or other harmful code;
Violation of the CAN-SPAM Act, GDPR, CASL, or any other applicable anti-spam, data protection, or electronic communications law; or
Any activity that could damage, disable, or impair any Platform or third-party service.

Gallyn reserves the right to refuse or immediately suspend Services if the Client violates this Section. The Client represents and warrants that any email lists, contact databases, or audience data provided to Gallyn are properly opted-in and compliant with all applicable laws.

17. DMCA AND COPYRIGHT

Gallyn respects the intellectual property rights of others. If you believe that any content on the Website infringes your copyright, please submit a takedown notice to [email protected] including:

Identification of the copyrighted work claimed to have been infringed;
Identification of the material that is claimed to be infringing, with sufficient detail to enable Gallyn to locate it;
Your contact information (name, address, telephone number, and email address);
A statement that you have a good faith belief that the use of the material is not authorised by the copyright owner, its agent, or the law;
A statement, made under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner or authorised to act on behalf of the copyright owner; and
Your physical or electronic signature.

18. FORCE MAJEURE

Neither party shall be liable for any failure or delay in performance of its obligations under these Terms (other than payment obligations) to the extent that such failure or delay is caused by circumstances beyond the affected party's reasonable control, including but not limited to: natural disasters, pandemics, epidemics, acts of war or terrorism, government actions or sanctions, civil unrest, internet or telecommunications infrastructure failures, power outages, or Platform outages.

The affected party shall provide prompt written notice to the other party and shall use reasonable efforts to mitigate the effects of the force majeure event. If a force majeure event continues for more than sixty (60) days, either party may terminate these Terms or the affected SOW without liability.

19. GOVERNING LAW AND DISPUTE RESOLUTION

19.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the United Arab Emirates and, where applicable, the federal laws of the UAE and the local laws of the Emirate of Dubai, without regard to conflict of law principles.

19.2 Negotiation

The parties agree to attempt to resolve any dispute arising out of or in connection with these Terms through good-faith negotiation for a period of thirty (30) days from the date that one party provides written notice of the dispute to the other.

19.3 Arbitration

If the dispute is not resolved through negotiation within the period specified above, it shall be referred to and finally resolved by binding arbitration administered by the Dubai International Arbitration Centre ("DIAC") under the DIAC Arbitration Rules in force at the time of the arbitration. The arbitration shall be conducted in the English language and shall take place in Dubai, United Arab Emirates. The arbitral tribunal shall consist of a sole arbitrator. Each party shall bear its own costs and expenses in connection with the arbitration, provided that the arbitrator may award costs to the prevailing party.

19.4 Injunctive Relief

Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief in any court of competent jurisdiction where necessary to protect its intellectual property rights, Confidential Information, or other proprietary interests.

20. GENERAL PROVISIONS

Entire Agreement. These Terms, together with any applicable SOW, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, and understandings.
Amendments. These Terms may only be amended by a written agreement signed by both parties, except that Gallyn may update these Terms as they apply to Website use by posting the revised Terms on the Website with a revised effective date.
Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
Waiver. The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision or any other right or provision.
Assignment. Neither party may assign or transfer its rights or obligations under these Terms without the prior written consent of the other party, except that either party may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.
Independent Contractor. Gallyn is an independent contractor and nothing in these Terms shall be construed to create an employment, partnership, joint venture, or agency relationship between the parties.
Notices. All notices required or permitted under these Terms shall be in writing and shall be sent to [email protected] (for notices to Gallyn) or to the Client's designated contact address. Notices sent by email shall be deemed received on the business day following the date sent.
Headings. Section headings are for convenience of reference only and shall not affect the interpretation of these Terms.

21. CONTACT INFORMATION

Gallyn Marketing LLC Website: gallyn.com Email: [email protected]

FORCE MAJEURE
1. If a Party is prevented from fulfilling its non-monetary obligations (i.e. obligations other than the payment of Fees or other compensation) under this Agreement due to a Force Majeure Event, performance by that Party of its non- monetary obligations under this Agreement shall be extended by any period of delay caused by the Force Majeure Event.
2. A Party affected by a Force Majeure Event shall immediately inform the other Party in writing of such occurrence. If a Force Majeure Event persists for a period of more than three consecutive months or more, each Party shall be entitled to terminate this Agreement with immediate effect by giving the other Party written notice thereof.
GENERAL
1. Neither this Agreement nor any rights or obligations of the Customer hereunder shall be assignable or transferable by the Customer. Any purported assignment or transfer in violation of the foregoing shall be null and void. Phygrid may assign this Agreement in whole or in part in its sole discretion. Furthermore, Phygrid may freely assign the right to collect payment in accordance with the Agreement. This Agreement shall be binding upon and inure to the benefit of the Parties and their permitted successors and assigns.
2. Notwithstanding the use of any Approved Partner, Phygrid retains all rights to act against the Customer in order to protect Phygrid’s interests. The obligations on the part of the Customer and the rights and limitations of liability on the part of Phygrid contained in this Agreement shall, mutatis mutandis, apply, operate and take effect also for the benefit of, and shall be enforceable by, Phygrid’s Affiliates and/or Approved Partners, their successors and assigns, jointly and severally.
3. In no event shall any failure, delay or omission by Phygrid to enforce, exercise, or pursue any right or provision in this Agreement constitute a waiver of such or any other provision, nor shall any single or partial exercise by Phygrid of any right or provision prevent any further or other exercise or the exercise of any other right or provision in this Agreement. Phygrid will not be responsible for failures, delays or omissions to fulfill any obligations due to causes beyond its control.
4. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect.
5. This Agreement may be supplemented, modified or amended unilaterally by Phygrid at any time (provided that such amendments will not apply retroactively) by way of applicable Phygrid online terms or Phygrid website terms accepted by the Customer from time to time (including shrink-wrap, click-wrap, click-through, click- accept or by continuing to Use the Service after due notification). If the Customer does not agree to the supplemented, modified or amended Agreement, the Customer must immediately stop Using the Service.
6. The original of this Agreement has been written in English. Customer waives any rights it may have under the law of its country to have this Agreement written in the language of that country. This Agreement shall be equally and fairly construed without reference to the identity of the Party preparing this document as the Parties have agreed that each participated equally in negotiating and preparing this Agreement, or have had equal opportunity to do so. The Parties waive the benefit of any statute, law or rule providing that in cases of uncertainty, contract language should be interpreted most strongly against the Party who caused the uncertainty to exist.
7. The headings and titles to the articles and sections of this Agreement are inserted for convenience only and shall not be deemed a part hereof or affect the construction or interpretation of any provision hereof.
8. The relationship between Phygrid and the Customer is that of independent contractors and each Party’s obligations to the other Party are exclusively contractual in nature. Nothing in this Agreement, or in connection with the performance of the Service, expressly or by implication, shall create a partnership, joint venture, corporation, employer-employee, fiduciary or agency relationship between the parties, or any responsibility by one Party for the actions of the other Party.
9. The rights and remedies available to Phygrid under this Agreement are not exclusive, and may be exercised alternatively or cumulatively with any other rights and remedies available to Phygrid under this Agreement, by law, or otherwise.
10. This Agreement, including the Acceptable Use Policy and the Privacy Policy, is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement.
GOVERNING LAW AND ARBITRATION
1. The Agreement shall be governed by, and construed and enforced in accordance with the substantive laws of Sweden without regard to its conflict of laws principles.
2. Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (“SCC”). The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators. The seat of arbitration shall be Stockholm. The language to be used in the arbitral proceedings shall be English.
3. All arbitral proceedings conducted under this Agreement shall be kept strictly confidential, and all information, documentation or material in whatever form disclosed in the course of such arbitral proceeding shall be used solely for the purpose of those proceedings.