TERMS AND CONDITIONS OF SERVICE
Last Updated: 13/04/2026
1. Acceptance of Terms
By accessing or using the services (“Services”) provided by [Your Business Name] (“Company,” “we,” “us,” or “our”), you (“Client,” “you,” or “your”) agree to be bound by these Terms and Conditions of Service (“Terms”). If you do not agree to these Terms, you must not use our Services.
2. Services Provided
We provide [brief description of services, e.g., “digital marketing consulting and implementation services”] as outlined in our proposal, order form, or agreement (“Service Agreement”). The specific scope, deliverables, and timelines will be set forth in the applicable Service Agreement.
3. Client Responsibilities
You agree to: (a) Provide accurate, complete, and timely information necessary for us to perform the Services; (b) Respond to our communications and requests for feedback within a reasonable period; (c) Obtain all necessary rights, licenses, and permissions for any materials, data, or content you provide to us; (d) Comply with all applicable laws and regulations in connection with your use of the Services.
4. Fees and Payment Terms
(a) Fees: You agree to pay all fees specified in the Service Agreement or invoice. Unless otherwise stated, all fees are in U.S. dollars and are non-refundable. (b) Payment Terms: Payment is due as specified in the Service Agreement or invoice. If no payment terms are specified, payment is due within [10] days of the invoice date. (c) Late Payments: If any amount is not paid when due, we may (i) charge interest at the maximum rate permitted by law, and/or (ii) suspend or terminate the Services until all outstanding amounts are paid. (d) Taxes: You are responsible for all taxes, duties, and government charges associated with the Services, excluding our income taxes.
5. Term and Termination
(a) Term: These Terms commence on the date you first access or use the Services and continue until terminated in accordance with this Section. (b) Termination for Convenience: Either party may terminate the Services or any Service Agreement for any reason upon [30/60] days’ prior written notice to the other party, unless otherwise specified in the Service Agreement. (c) Termination for Cause: Either party may terminate the Services or any Service Agreement immediately upon written notice if the other party: (i) materially breaches these Terms or the Service Agreement and fails to cure such breach within [10] days after receipt of written notice; or (ii) becomes insolvent, files for bankruptcy, or ceases to conduct business in the ordinary course. (d) Effect of Termination: Upon termination, (i) all fees due and payable as of the termination date shall become immediately due; (ii) your right to use the Services will cease; and (iii) provisions that by their nature should survive (including, but not limited to, payment obligations, confidentiality, intellectual property, warranty disclaimers, and limitations of liability) will remain in effect.
6. Intellectual Property Rights
(a) Company Materials: All rights, title, and interest in and to any materials, software, tools, methodologies, know-how, and other intellectual property owned or developed by us before or independently of the Services (“Company Materials”) shall remain our exclusive property. To the extent we provide you with any deliverables containing Company Materials, we grant you a limited, non-exclusive, non-transferable license to use such Company Materials solely for your internal business purposes and only as part of the Services. (b) Client Materials: You retain all rights, title, and interest in and to any materials, data, or content you provide to us (“Client Materials”). You grant us a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and display the Client Materials solely as necessary to perform the Services. (c) Feedback: If you provide us with any suggestions, feedback, or ideas regarding the Services (“Feedback”), you agree that we may use such Feedback without restriction or obligation to you, and you hereby assign all rights in such Feedback to us.
7. Confidentiality
(a) Definition: “Confidential Information” means any non-public information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) that is designated as confidential or that reasonably should be understood to be confidential, including business, technical, financial, and customer information. (b) Obligations: The Receiving Party agrees to (i) use the Confidential Information only for the purpose of performing or receiving the Services; (ii) not disclose the Confidential Information to any third party except as permitted herein; and (iii) protect the Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. (c) Exclusions: Confidential Information does not include information that (i) is or becomes publicly available without breach of these Terms; (ii) was lawfully known to the Receiving Party before disclosure; (iii) is received from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of or reference to the Confidential Information. (d) Required Disclosure: The Receiving Party may disclose Confidential Information to the extent required by law or court order, provided that it gives the Disclosing Party prompt notice and cooperates (at the Disclosing Party’s expense) with any efforts to limit or challenge the disclosure.
8. Warranties and Disclaimers
(a) Mutual Warranties: Each party represents and warrants that (i) it has the legal power and authority to enter into these Terms and any Service Agreement; and (ii) its performance under these Terms will comply with all applicable laws and regulations. (b) Disclaimer: EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OR THE SERVICE AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS.
9. Limitation of Liability
(a) Exclusion of Certain Damages: TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL), ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (b) Cap on Liability: TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID BY YOU FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE [12] MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. (c) Basis of the Bargain: THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
10. Governing Law, Dispute Resolution, and Miscellaneous
(a) Governing Law: These Terms and any disputes arising out of or relating to the Services shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict of laws principles. (b) Dispute Resolution: The parties agree to attempt in good faith to resolve any dispute arising out of or relating to these Terms or the Services through informal discussions. If the dispute is not resolved within [30] days, either party may pursue any remedies available at law or in equity. (c) Venue: Any legal action or proceeding arising under or relating to these Terms shall be brought exclusively in the state or federal courts located in United States Of America, Arizona, and each party irrevocably submits to the personal jurisdiction and venue of such courts. (d) Entire Agreement: These Terms, together with any applicable Service Agreement, constitute the entire agreement between the parties regarding the subject matter herein and supersede all prior or contemporaneous agreements, understandings, or communications, whether written or oral. (e) Amendments: We may update these Terms from time to time by posting a revised version on our website or providing notice to you. Your continued use of the Services after the effective date of any changes constitutes your acceptance of the updated Terms. (f) Assignment: You may not assign or transfer these Terms or any rights or obligations hereunder without our prior written consent. We may assign or transfer these Terms without restriction. (g) Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. (h) Waiver: Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. (i) Independent Contractors: The parties are independent contractors, and nothing in these Terms shall be construed to create a partnership, joint venture, or agency relationship between the parties.
Area Marketing Inc.
Your Local, Regional & National Marketing Solution.
[email protected]
(602) 845 -9730
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