Terms & Conditions

1. Parties and Agreement

These Terms and Conditions ("Terms") constitute a legally binding agreement between Diffuse Digital Marketing LLC, a California limited liability company with its principal place of business at 2042 Devonshire Drive, Napa, CA 94558 ("Company," "we," "us," or "our"), and the individual or entity engaging our services ("Client," "you," or "your"). These Terms govern access to our website and all services provided under any signed Statement of Work, Service Agreement, or other written engagement document.

2. Services

The Company provides digital marketing services including but not limited to search engine optimization, pay-per-click advertising management, social media advertising, content marketing, brand strategy, analytics consulting, and marketing automation. Specific services, deliverables, timelines, and fees are defined in a separate Statement of Work ("SOW") or Service Agreement executed by both parties.

The Company reserves the right to modify, suspend, or discontinue any service at any time with reasonable notice. We will not make material changes to agreed deliverables without prior written consent from the Client.

3. Client Responsibilities

To enable the Company to perform services effectively, the Client agrees to:

• Provide timely access to necessary accounts, platforms, assets, and information
• Designate a primary point of contact with authority to approve deliverables
• Respond to requests for feedback, approvals, or information within agreed timelines
• Ensure that all content, trademarks, and materials provided to the Company do not infringe third-party rights
• Maintain sufficient advertising budget in connected accounts to execute agreed campaigns
• Comply with all applicable laws in connection with their business and marketing activities

4. Fees and Payment

Fees for services are set forth in the applicable SOW or Service Agreement. Unless otherwise specified:

• Monthly retainer fees are invoiced at the beginning of each billing cycle and due within fifteen (15) days
• Project-based fees are invoiced according to the milestone schedule in the SOW
• Advertising spend is billed separately and is the sole responsibility of the Client
• Late payments accrue interest at the rate of 1.5% per month on outstanding balances
• The Company reserves the right to suspend services for accounts more than thirty (30) days past due
• All fees are non-refundable except as expressly stated in our Refund Policy

5. Term and Termination

Engagements commence on the start date specified in the SOW and continue for the initial term stated therein (typically six months). Following the initial term, engagements convert to month-to-month unless otherwise agreed.

Either party may terminate a month-to-month engagement with thirty (30) days written notice. Termination during the initial term by the Client for reasons other than material breach by the Company may result in an early termination fee equal to the remaining retainer fees for the initial term.

The Company may terminate an engagement immediately upon written notice if the Client fails to pay fees when due, violates these Terms, engages in fraudulent or illegal activity, or causes harm to the Company's reputation or third-party relationships.

6. Intellectual Property

Upon receipt of full payment for the applicable services, the Company assigns to the Client all rights, title, and interest in work product specifically created for the Client under the SOW, including custom content, creative assets, and campaign materials ("Work Product"). The Company retains ownership of all pre-existing materials, tools, methodologies, frameworks, and proprietary systems used in delivering services.

The Client grants the Company a limited license to use the Client's trademarks, logos, and brand assets solely for the purpose of performing agreed services. The Company may reference the Client relationship as a case study or in marketing materials with the Client's prior written consent.

7. Confidentiality

Each party agrees to maintain the confidentiality of the other party's Confidential Information and not to disclose such information to third parties without prior written consent, except as required by law. "Confidential Information" means any non-public business, financial, technical, or strategic information disclosed by one party to the other in connection with the engagement. This obligation survives termination of the engagement for a period of three (3) years.

8. Performance Representations and Disclaimer

The Company will perform services with reasonable skill and care consistent with industry standards. However, the Company makes no guarantee of specific results, rankings, traffic levels, lead volumes, or revenue outcomes. Digital marketing results are influenced by factors outside the Company's control, including search engine algorithm changes, market conditions, competitor activity, and platform policy changes.

THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY'S TOTAL LIABILITY TO THE CLIENT FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT IN THE THREE (3) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOST BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Indemnification

The Client agrees to indemnify, defend, and hold harmless the Company and its officers, employees, agents, and contractors from and against any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) the Client's breach of these Terms; (b) the Client's business operations or marketing activities; (c) any content or materials provided by the Client that infringe third-party rights; or (d) the Client's violation of any applicable law.

11. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of California without regard to its conflict of law principles. Any dispute arising out of or related to these Terms shall first be subject to good-faith negotiation between the parties. If unresolved after thirty (30) days, disputes shall be submitted to binding arbitration in Napa County, California, under the rules of the American Arbitration Association.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

12. Miscellaneous

• Entire Agreement: These Terms, together with any applicable SOW or Service Agreement, constitute the entire agreement between the parties regarding the subject matter hereof.
• Amendments: These Terms may be updated by the Company with thirty (30) days notice. Continued use of services constitutes acceptance.
• Severability: If any provision is found unenforceable, the remaining provisions remain in full force.
• Waiver: Failure to enforce any provision does not constitute a waiver of future enforcement rights.
• Independent Contractors: The parties are independent contractors. Nothing herein creates an employment, partnership, or joint venture relationship.

13. Contact