Terms and Conditions

1. Acceptance of Terms

By executing a Statement of Work (SOW) or using our services, you confirm acceptance of these Terms. These Terms supersede all prior agreements and govern all service engagements.

2. Services

We provide digital marketing, web development, and consulting services. Specific services will be detailed in a mutually executed Statement of Work (SOW) including:

• Scope of work and deliverables
• Project timelines and milestones
• Service fees and payment schedules
• Acceptance criteria

3. Client Responsibilities

Client agrees to:

• Provide timely feedback and approvals
• Supply necessary materials and access credentials
• Designate a single point of contact
• Ensure accuracy of provided information
• Obtain necessary rights/licenses for provided content

4. Payment Terms

All fees are specified in the SOW. Payment terms:

• 50% deposit required to commence work
• Balance due upon completion or according to milestone schedule
• Late payments incur 1.5% monthly interest
• All fees are non-refundable except as required by law

5. Intellectual Property Rights

Client Materials: Client retains ownership of all pre-existing materials provided to us.

Deliverables: Upon full payment, we grant Client perpetual, worldwide rights to use final deliverables. Excludes:

• Proprietary frameworks, methodologies, or tools
• Third-party components with separate licenses
• Development environments and source code repositories

Company IP: We retain rights to all pre-existing and background IP, including:

• Software libraries and code snippets
• Analytics methodologies and reporting templates
• Marketing strategies and campaign frameworks

6. Confidentiality

Both parties agree to:

• Protect confidential information using reasonable care
• Use information solely for project purposes
• Return or destroy confidential information upon termination
• Disclose only to employees with need-to-know

Excludes information that is:

• Publicly available or independently developed
• Rightfully received from third parties
• Required to be disclosed by law

7. Representations and Warranties

Our Warranties: We warrant that services will be performed with reasonable skill and care.

Client Warranties: Client warrants that:

• They have authority to enter this agreement
• Provided materials don't infringe third-party rights
• Will comply with applicable laws and regulations

DISCLAIMER: EXCEPT AS EXPRESSLY STATED, WE DISCLAIM ALL WARRANTIES INCLUDING MERCHANTABILITY AND FITNESS FOR PURPOSE. WE DON'T GUARANTEE SPECIFIC BUSINESS RESULTS FROM OUR SERVICES.

8. Limitation of Liability

IN NO EVENT SHALL OUR LIABILITY EXCEED THE TOTAL FEES PAID BY CLIENT UNDER THE APPLICABLE SOW. WE SHALL NOT BE LIABLE FOR:

• Indirect, consequential, or incidental damages
• Lost profits or revenue
• Damages related to third-party services or platforms
• Client's failure to implement recommendations

Exclusions do not apply to liability arising from:

• Breach of confidentiality obligations
• Infringement of intellectual property rights
• Gross negligence or willful misconduct

9. Termination

Either party may terminate:

• For material breach with 30 days written notice (unremedied)
• Immediately for insolvency or bankruptcy proceedings

Upon termination:

• Client will pay for all services rendered and expenses incurred
• We will deliver completed work to date
• Confidentiality obligations survive termination

10. Governing Law and Dispute Resolution

These Terms are governed by New York law without regard to conflict of laws principles.

Dispute Resolution:

• Parties will attempt to resolve disputes through good-faith negotiations
• Unresolved disputes after 30 days will be settled by binding arbitration under AAA rules
• Arbitration will occur in New York County, New York
• Each party bears its own arbitration costs

11. Third-Party Services and Platforms

Client acknowledges that:

• Our services may integrate with third-party platforms (e.g., Google, Meta, Shopify)
• Client is responsible for complying with third-party terms and policies
• We make no warranties regarding third-party services
• Platform changes may impact service delivery and results

12. Modifications

We may modify these Terms with 30 days notice. Continued use of services constitutes acceptance. Material changes to active SOWs require mutual written agreement.

13. General Provisions

• Assignment: Client may not assign rights without our written consent
• Force Majeure: Excused performance for events beyond reasonable control
• Severability: Invalid provisions will be modified to preserve intent
• Waiver: Failure to enforce rights doesn't constitute waiver
• Notices: Valid when sent to addresses in the SOW

14. Contact Information

For questions regarding these Terms: