Terms and Conditions

1. Definitions

1.1 “Agreement” means these Terms and Conditions and any Statement of Work.

1.2 “Company” means Digital Marketing Solutions, LLC.

1.3 “Client” means the party purchasing Services.

1.4 “Services” means all marketing and consulting services, including but not limited to AI-powered tools, SEO, CRM, email marketing, workflows, analytics, content creation and related deliverables.

1.5 “Deliverables” means all materials, reports, data and work product provided to Client.

2. Scope of Services

2.1 Company shall perform Services as described in each executed Statement of Work.

2.2 Change requests must be submitted in writing and may incur additional fees and timelines.

3. Client Obligations

3.1 Provide timely access to systems, credentials, materials and approvals.

3.2 Review and approve Deliverables within five (5) business days of receipt.

3.3 Comply with applicable laws, platform policies and third-party terms.

4. Fees and Payment

4.1 Fees and payment schedule set forth in the Statement of Work.

4.2 Invoices due net thirty (30) days; late payments accrue interest at 1.5% per month or maximum under Pennsylvania law.

4.3 Company may suspend Services upon ten (10) days’ notice for overdue amounts.

5. Intellectual Property

5.1 Client retains ownership of pre-existing IP.

5.2 Upon full payment, Company grants Client a perpetual, royalty-free, non-exclusive license to use Deliverables.

5.3 Company retains the right to showcase non-confidential Deliverables in its portfolio.

6. Data Use and AI Disclaimer

6.1 Company may employ AI and third-party tools; outputs are provided “as-is.”

6.2 Client acknowledges AI-generated content may contain inaccuracies; Client bears sole responsibility for use and compliance.

6.3 Client grants Company a license to use Client data solely for performing Services.

7. Confidentiality

7.1 Each party shall maintain confidentiality of the other’s proprietary information.

7.2 Obligations survive termination for three (3) years.

7.3 Exclusions: public domain, independently developed or lawfully received from third parties.

8. Representations & Warranties

8.1 Company warrants Services will be performed with commercially reasonable skill and care.

8.2 EXCEPT AS EXPRESSLY SET FORTH, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED.

9. Limitation of Liability

9.1 Neither party liable for indirect, incidental, consequential or punitive damages.

9.2 Company’s aggregate liability shall not exceed fees paid for the Services under which the claim arose.

10. Indemnification

10.1 Client shall indemnify Company against claims arising from Client’s violation of laws, third-party rights or use of Deliverables.

10.2 Company shall indemnify Client for third-party claims of IP infringement to the extent caused by Company’s Deliverables.

11. Term and Termination

11.1 Term commences on Effective Date and continues until completion of Services or earlier termination under this Agreement.

11.2 Either party may terminate for material breach if not cured within thirty (30) days’ written notice.

11.3 Upon termination, Client pays for all Services rendered through termination date.

12. Governing Law and Venue

12.1 This Agreement is governed by the laws of the Commonwealth of Pennsylvania and applicable federal law, without regard to conflict-of-law principles.

12.2 Exclusive venue: state and federal courts in Philadelphia County, Pennsylvania.

13. Dispute Resolution

13.1 Parties shall first seek good-faith negotiation.

13.2 Unresolved disputes shall be submitted to binding arbitration under the American Arbitration Association Commercial Rules in Philadelphia, PA.

14. Miscellaneous

14.1 Entire Agreement: supersedes all prior agreements.

14.2 Severability: invalid provisions shall be reformed.

14.3 Waiver: no waiver unless in writing.

14.4 Assignment: Client may not assign without Company’s prior written consent.