Terms of Service

These Terms of Service ("Terms") govern your engagement with DM Digital Marketing LLC, a Nevada limited liability company ("DM Digital," "we," "our," or "us") for our managed local SEO, website design, content, and digital marketing services (collectively, the "Services"). By engaging us, accepting a proposal, signing an engagement letter, or paying an invoice, you ("Client," "you," or "your") agree to be bound by these Terms. If you do not agree, do not engage our Services.

1. The Services

DM Digital provides custom-quoted local SEO and website services to small and medium local businesses. Services may include, but are not limited to:

• Custom website design, development, and ongoing management
• Local search engine optimization (Local SEO)
• Google Business Profile management
• Content creation, including AI-assisted blog and page generation
• Hosting administration and infrastructure management
• Performance monitoring and reporting
• Technical SEO audits, schema markup, and site speed optimization

Specific deliverables, timelines, and scope are defined in your individual proposal, engagement letter, or written agreement with us. These Terms apply to all Services in addition to the project-specific terms in your proposal.

2. Engagement and Pricing

Pricing is custom-quoted per Client based on scope of work, market complexity, and ongoing service requirements. Quotes and proposals are valid for 30 days unless otherwise stated. Invoicing is typically conducted via QuickBooks and emailed to the Client; payment terms are stated on each invoice (net 7 / net 15 / net 30 by agreement). We reserve the right to introduce or modify setup fees, minimum engagement terms, retainer agreements, or annual contracts at our discretion, with written notice. Existing engagements will not be affected retroactively without your consent.

3. Payment Terms

Payment is due according to the terms on each invoice. Late payments may incur:

• A late fee of up to 1.5% per month on any outstanding balance
• Suspension of active Services, including pause of SEO work, content publishing, or hosting
• Termination of engagement after 30 days past due

Payments made are non-refundable. We do not provide prorated refunds for partial billing periods, suspended Services, or terminated engagements. See our Refund Policy for full details.

4. Client Responsibilities

You agree to:

• Provide timely access to accounts, assets, content, and approvals required to perform Services
• Provide accurate business information for use in website content, GBP listings, and other deliverables
• Maintain ownership and good standing of your domain registration with your chosen registrar (we do not register, transfer, or maintain domains on your behalf)
• Maintain accurate billing information and pay invoices on time
• Comply with all applicable laws, professional licensing requirements, and industry-specific advertising regulations
• Promptly notify us of any business changes (address, phone, hours, ownership) that affect content accuracy

Delays or failures on your part to meet these responsibilities may impact deliverables and timelines, and do not entitle you to refunds, credits, or discounts.

5. Domain Ownership and Hosting

You are responsible for purchasing, registering, and maintaining your business domain name through your chosen registrar (e.g., Namecheap, GoDaddy). DM Digital does not own, register, or transfer Client domains. While engaged, we configure DNS, manage hosting infrastructure, and operate your website on our managed environment.

If your engagement ends, your domain remains yours and you may point it to any other host. The website CONTENT (text, photos, business information) is yours. The underlying TEMPLATE, code, system architecture, schemas, page structures, and proprietary technology that produced the site remain the property of DM Digital and DO NOT transfer to you upon termination of the engagement.

6. Continuity and Downgrade Path

Clients ending an agency engagement who wish to retain access to their existing DM Digital-built website may downgrade to the Grow Local platform at the then-current rate (currently $99 per month). This option keeps the existing site live, retains the prior agency work that is compatible with the Grow Local platform, and allows continued self-service editing through the Grow Local dashboard. Compatibility is determined by us in good faith; certain custom features or integrations specific to your agency engagement may not transfer, and we will inform you of any such limitations before the downgrade.

If you choose not to downgrade and end the engagement, you may keep your domain and your content. We are not obligated to migrate, export, or hand off the website's underlying code, templates, or system architecture.

7. Intellectual Property

Subject to full payment of all invoices, you own:

• Content you provide (logos, photos, original copy)
• The text on your finished website pages (subject to Section 8 regarding AI-generated content)
• Your domain name and any third-party accounts (e.g., Google Business Profile) registered in your name

DM Digital retains ownership of:

• All proprietary templates, code, design systems, and component libraries
• All schema markup patterns, structured data formulas, and SEO frameworks developed by DM Digital
• Any internal tooling, dashboards, automation, or analytics systems
• Methodologies, workflows, and know-how

Your engagement grants you a limited, revocable, non-transferable license to use the deliverables we produce solely for your business while engaged with us. This license does not include the right to copy, reverse-engineer, or repurpose our proprietary templates or systems for use elsewhere or by another agency.

8. AI-Generated Content

Some Services include content generated using third-party artificial intelligence tools (currently Anthropic). You acknowledge:

• AI-generated content may contain inaccuracies, errors, or factual mistakes; you are responsible for reviewing and approving all content before publication
• We make no warranty that AI-generated content is accurate, complete, or fit for a particular purpose
• You are responsible for ensuring all published content complies with applicable laws, professional licensing rules, and advertising regulations in your industry
• AI-generated content may resemble content generated for other clients in similar industries or locations; we do not guarantee uniqueness

9. No Guarantee of Results

DM DIGITAL DOES NOT GUARANTEE ANY SPECIFIC OUTCOME FROM OUR SERVICES, INCLUDING BUT NOT LIMITED TO: search engine rankings, organic traffic, leads, phone calls, customer inquiries, sales, conversions, revenue, or any business result. Search engine algorithms, market conditions, competition, seasonality, and many other factors outside our control influence online performance. We provide professional services, expertise, and infrastructure; we do not promise that those services will produce any particular business result.

10. Confidentiality

Each party agrees to keep confidential any non-public business information shared during the engagement (including pricing, strategies, internal processes, and proprietary methodologies). This obligation continues for two (2) years after the engagement ends. Confidentiality obligations do not apply to information that is publicly available, independently developed, or required to be disclosed by law.

11. Termination

Either party may terminate the engagement with thirty (30) days written notice via email to the other party (info@getdmdigital.com on our side). Upon termination:

• All outstanding invoices become immediately due and payable
• We will continue providing Services through the end of the paid period
• Hosting and management of your website ends at the end of the paid period unless you have downgraded to Grow Local (Section 6)
• We will provide reasonable cooperation to transfer your owned content (text, business information) but are not obligated to transfer or expose the underlying templates, code, or proprietary systems
• Provisions of these Terms that by their nature should survive termination (intellectual property, confidentiality, indemnification, limitation of liability) survive

We may terminate the engagement immediately, with no refund, if you (a) fail to pay an invoice more than 30 days past due, (b) materially breach these Terms or your engagement letter, (c) engage in fraud or illegal activity, or (d) initiate a chargeback without first attempting to resolve the dispute with us.

12. Disclaimer of Warranties

THE SERVICES ARE PROVIDED 'AS IS' AND 'AS AVAILABLE' WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY. WE DO NOT WARRANT THAT THE SERVICES OR YOUR WEBSITE WILL BE ERROR-FREE, ALWAYS AVAILABLE, FREE OF VULNERABILITIES, OR THAT THIRD-PARTY DEPENDENCIES (HOSTING, DNS, AI APIs, ANALYTICS) WILL OPERATE WITHOUT INTERRUPTION.

13. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL DM DIGITAL MARKETING LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOST DATA, OR DAMAGE TO REPUTATION, ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS SHALL NOT EXCEED THE TOTAL AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

14. Indemnification

You agree to indemnify, defend, and hold harmless DM Digital Marketing LLC, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from: (a) your use or misuse of the Services or deliverables; (b) Content you provide to us or publish; (c) your violation of these Terms or your engagement letter; (d) your violation of any law or third-party right; or (e) any business activity conducted through your website.

15. Third-Party Services

Our Services rely on third-party providers including QuickBooks (invoicing), Stripe (any subscription payment processing), Vercel (hosting), Cloudflare (DNS and security), Anthropic (AI), Google (Business Profile, Search Console, Analytics), and others. Your use of those services is also subject to their terms. We are not responsible for outages, errors, or policy changes from third-party providers.

16. Modifications to Services and Terms

We may modify, expand, or discontinue Service offerings at any time. We may revise these Terms from time to time. Material changes will be communicated by email to active Clients and posted on getdmdigital.com. Continued engagement after the effective date of revised Terms constitutes acceptance.

17. Governing Law and Venue

These Terms are governed by the laws of the State of Nevada, without regard to its conflict of law principles. Any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be resolved exclusively in the state or federal courts located in Clark County, Nevada, and you consent to the personal jurisdiction of those courts.

18. Entire Agreement

These Terms, together with your individual proposal or engagement letter, our Privacy Policy, and our Refund Policy, constitute the entire agreement between you and DM Digital Marketing LLC and supersede all prior communications. Where a signed engagement letter conflicts with these general Terms on a specific point, the engagement letter controls for that point only.

19. Severability and Waiver

If any provision of these Terms is held to be unenforceable or invalid, that provision will be modified to the minimum extent necessary, and the remaining provisions shall remain in full force. Our failure to enforce any provision is not a waiver of that provision.

20. Contact

For questions about these Terms, contact:

• DM Digital Marketing LLC
• info@getdmdigital.com
• Nevada, United States