Terms & Conditions

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1. DEFINITIONS

As used in this Agreement:

• Agreement: This document, along with the associated quote, proposal(s), or other written documentation.

• Client Content: All materials, content, images, or data provided by Client.

• Deliverables: The work product and services detailed in the accompanying proposal or quote.

• Final Art: Creative assets created by the Company for the Client, incorporated into Final Deliverables.

• Company Tools: Tools, code, frameworks, and internal processes owned by the Company.

• Final Deliverables: The final, approved versions of all Deliverables.

• Preliminary Works: Drafts, sketches, or concept materials not included in the final delivery.

• Project: The defined scope and purpose of the work to be performed.

• Third-Party Materials: Licensed third-party content (e.g., stock images, software).

• Trademarks: Logos, symbols, and branding elements used in the Final Deliverables.

• Media Spend: Ad spend amounts used on behalf of Client.

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2. TERM & TERMINATION

• Initial Term for SEO Smart Online Presence +Ai product: This Agreement is effective for 6 months from the Effective Date.

• Renewals for monthly ongoing products: After the initial term, monthly ongoing products continue automatically on a simple, month-to-month basis unless either party provides 30 days' written notice.

• Early Termination: During the initial term, the Agreement may only be terminated for cause. In case of material breach, a 30-day notice and cure period applies (10 days for nonpayment).

• Final Payment: Upon termination or expiration, Client shall pay for all services rendered and media purchased through the termination date.

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3. SERVICES

Company shall provide digital marketing services to Client including but not limited to SEO, paid advertising, content development, and related consulting.

• SEO Disclaimer: Rankings may fluctuate due to search engine algorithm changes. Company is not liable for third-party platform updates or Client’s internal changes.

• Third-Party Software: The Company is not responsible for updates or issues arising from third-party tools. Subscription fees for third-party tools are the Client's responsibility.

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4. COMPENSATION & BILLING

• Client shall pay the initial fee outlined in the quote on the Effective Date.

• Ongoing invoices will be issued monthly on or near the same day of the month which the initial payment was made and are due upon receipt.

• Invoices will clearly separate media spend and Company fees.

• Any additional work outside the original scope is billed at $80/hour with Client approval.

• Work begins upon signature and receipt of initial payment.

• The Client grants Company permission to use non-confidential project content for marketing and promotional purposes.

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5. EXPENSES & ADDITIONAL COSTS

Client agrees to reimburse the Company for reasonable expenses including but not limited to travel, materials, licensing, and third-party services. Travel and major expenses will require Client pre-approval. A 30% markup may apply to out-of-pocket costs.

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6. CLIENT RESPONSIBILITIES

Client agrees to:

• Provide necessary content and approvals in a timely manner;

• Coordinate decision-making with internal stakeholders;

• Review and approve deliverables. Errors approved by the Client are the Client’s responsibility.

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7. INTELLECTUAL PROPERTY

Upon full payment, Client receives a 20-year, worldwide, non-exclusive, non-transferable license to use the Final Deliverables for its internal business purposes.

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8. CONFIDENTIALITY

Company agrees to keep confidential all proprietary or sensitive Client information and not to use or disclose such information except as necessary to perform services under this Agreement.

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9. WARRANTIES & DISCLAIMERS

Company warrants that it has the skills and resources to perform the services. Except as expressly stated, all services are provided "as is" without warranty of any kind. Company disclaims liability for third-party errors, search engine changes, or market outcomes.

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10. LIMITATION OF LIABILITY

Company shall not be liable for indirect, incidental, or consequential damages, including lost profits. In no event shall liability exceed the amount paid by Client in the past 3 months of service.

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11. INDEMNIFICATION

Client agrees to indemnify and hold harmless the Company from any claims, liabilities, or expenses arising out of Client’s business activities or use of the Deliverables.

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12. MODIFICATIONS

Any changes to this Agreement or project scope must be in writing and agreed upon by both parties. If a project is inactive for more than 30 days, the Company may invoice for work completed and pause work until reactivation is agreed upon.

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13. GOVERNING LAW

This Agreement is governed by the laws of the State of North Carolina. Any disputes will be resolved in the courts of Buncombe County, North Carolina.

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