These Terms of Service (“Terms”) govern access to and use of the DigiSymmetry website and the marketing, consulting, advertising, analytics, content, website, and related services provided by Digital Symmetry, also operating under the DigiSymmetry name (the “Company,” “we,” “us,” or “our”).

In these Terms, “Client” means the individual or business entity purchasing or receiving Services. “Services” means the work described in an applicable proposal, statement of work, order, service agreement, or other written scope accepted by the Client (each, a “Service Agreement”).

1. Acceptance and Contract Structure

By signing or electronically accepting a Service Agreement, paying an invoice that incorporates these Terms, or using the Services after receiving these Terms, the Client agrees to be bound by them. The Company’s website may also be subject to these Terms where applicable.

A Service Agreement and these Terms form the agreement between the Company and the Client. If they conflict, the Service Agreement controls with respect to the applicable Services. A Client’s purchase order or other preexisting terms do not modify the agreement unless the Company expressly accepts them in writing.

2. Services and Changes in Scope

The Company will provide the Services described in the applicable Service Agreement. Project schedules, deliverables, assumptions, dependencies, and fees will be stated in that agreement or otherwise confirmed in writing.

Unless otherwise agreed, the Company will generally begin work within seven business days after receiving the required payment, access, materials, approvals, and instructions. Any date is an estimate unless the Service Agreement expressly identifies it as a firm deadline.

Requests outside the agreed scope require written approval and may result in additional fees, revised deliverables, or an adjusted schedule. The Company is not required to begin out-of-scope work before the parties agree to the applicable terms.

3. Client Responsibilities

The Client will provide timely, accurate, and complete information, materials, access, feedback, and approvals reasonably needed to perform the Services. The Client represents that it has the authority and necessary rights to provide all content, data, accounts, trademarks, credentials, and other materials supplied to the Company.

The Client is responsible for reviewing deliverables and promptly identifying errors or requested revisions. Delays caused by missing materials, approvals, access, or third-party decisions may extend the schedule and do not excuse payment obligations for work performed or capacity reserved.

The Client remains responsible for its products, services, legal and regulatory compliance, claims, offers, pricing, accessibility requirements, and final publication decisions. The Company does not provide legal, accounting, medical, or regulatory advice unless expressly stated in a separate written agreement.

4. Account Access, Credentials, and Backups

The Client may authorize the Company to access websites, analytics properties, advertising accounts, business profiles, content-management systems, hosting accounts, and other platforms. The Company will use that access only as reasonably necessary to provide the Services and will apply reasonable safeguards to credentials in its possession.

The Client should use role-based access, multi-factor authentication, and separate user credentials whenever available. Except where a Service Agreement expressly assigns backup responsibility to the Company, the Client remains responsible for maintaining current backups and recovery procedures for its websites, accounts, and data.

The Company is not responsible for failures, outages, suspensions, data loss, policy changes, security incidents, or other acts or omissions of the Client or a third-party platform, except to the extent directly caused by the Company’s failure to exercise reasonable care in performing the Services.

5. Third-Party Platforms

The Services may depend on third-party platforms, software, data, APIs, advertising networks, hosting providers, plugins, or vendors. Their availability, features, policies, pricing, algorithms, and approval decisions are outside the Company’s control and may change without notice.

The Client is responsible for complying with third-party terms applicable to its accounts and paying third-party charges unless the Service Agreement states otherwise. The Company may recommend or assist with third-party services but does not warrant or assume responsibility for them.

6. Fees, Invoices, and Late Payment

The Client will pay the fees, expenses, taxes, deposits, and payment schedule stated in the applicable Service Agreement or invoice. Unless otherwise stated, invoices are due upon receipt. Fees are nonrefundable once earned or once work, media commitments, third-party costs, or reserved capacity have been incurred, except where required by law or expressly agreed in writing.

If an undisputed amount remains unpaid after its due date, the Company may suspend Services after reasonable notice, require payment before resuming work, and charge the lesser of 1.5% per month or the maximum amount permitted by law. The Client is responsible for reasonable collection costs, including attorneys’ fees, where permitted by law.

The Client must notify the Company in writing of a good-faith invoice dispute within ten business days after the invoice date and pay all undisputed amounts when due. Suspension for nonpayment may affect schedules, campaigns, platform access, or performance, and the Company is not responsible for resulting impacts.

7. Term, Cancellation, and Termination

The term and any minimum commitment or renewal rules will be stated in the Service Agreement. Either party may terminate for a material breach that remains uncured ten business days after written notice, unless the breach cannot reasonably be cured.

Either party may terminate immediately if the other party engages in unlawful conduct related to the Services, misuses accounts or data, becomes insolvent, or creates a material security, legal, reputational, or platform-compliance risk.

Upon termination, the Client must pay all amounts earned or incurred through the termination date, including approved commitments and noncancelable third-party costs. The Company will provide completed, paid-for deliverables and reasonably cooperate in transitioning access, subject to the Service Agreement and payment of any agreed transition fees.

8. Intellectual Property

Each party retains ownership of materials, technology, trademarks, data, processes, templates, know-how, and intellectual property it owned or developed independently of the Services (“Background Materials”).

Unless the Service Agreement states otherwise, ownership of final custom deliverables created specifically for the Client transfers to the Client after the Company receives full payment. The Company retains ownership of its Background Materials, general methods, reusable tools, templates, concepts, and know-how. To the extent Company Background Materials are embedded in a paid deliverable, the Company grants the Client a perpetual, nonexclusive license to use them as part of that deliverable.

Third-party materials remain subject to their applicable licenses. Drafts, unused concepts, proposals, working files, and unpaid deliverables remain the Company’s property unless otherwise agreed. The Company will not publicly identify the Client or display confidential work as a case study without permission.

9. Confidentiality

Each party may receive nonpublic business, technical, financial, client, credential, or strategic information from the other party (“Confidential Information”). The receiving party will use Confidential Information only to perform or receive the Services, protect it with reasonable care, and disclose it only to personnel, contractors, and service providers who need it and are subject to appropriate confidentiality obligations.

Confidential Information does not include information that is publicly available through no breach, already lawfully known without restriction, independently developed without use of the other party’s information, or lawfully received from a third party. A party may disclose information when legally required after providing notice where permitted.

10. Marketing and Performance Disclaimer

Search engines, advertising platforms, social networks, directories, AI systems, and other third parties determine rankings, visibility, approvals, costs, distribution, and performance. The Company does not guarantee any particular ranking, traffic level, lead volume, conversion rate, platform approval, advertising result, revenue, or return on investment.

Performance may be affected by competition, budgets, market conditions, platform changes, website condition, Client decisions, tracking limitations, seasonality, prior activity, and other factors outside the Company’s control. Forecasts, estimates, recommendations, and examples are not guarantees.

11. Warranties and Disclaimer

The Company warrants that it will perform the Services in a professional and workmanlike manner consistent with generally accepted industry practices. The Client’s exclusive remedy for a proven breach of this warranty is reperformance of the affected Services, provided the Client gives reasonably detailed written notice within thirty days after delivery.

Except for the express warranty above and to the maximum extent permitted by law, the Services and website are provided “as is” and “as available.” The Company disclaims all other express or implied warranties, including merchantability, fitness for a particular purpose, title, noninfringement, and uninterrupted or error-free operation.

12. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, revenue, goodwill, opportunities, or data, arising from the agreement, even if advised that such damages were possible.

The Company’s total aggregate liability arising from the Services will not exceed the fees paid or payable to the Company for the affected Services during the three months immediately preceding the event giving rise to the claim. This limitation does not apply where liability cannot legally be limited and does not excuse the Client’s payment obligations.

13. Indemnification

The Client will defend, indemnify, and hold harmless the Company and its personnel from third-party claims, losses, and reasonable expenses arising from Client-provided materials, the Client’s products or services, unlawful or misleading claims approved by the Client, the Client’s breach of third-party terms, or the Client’s violation of law or these Terms. The Company will promptly notify the Client of a covered claim and provide reasonable cooperation.

14. Force Majeure

Neither party is responsible for delay or failure caused by events beyond its reasonable control, including natural disasters, public-health emergencies, labor disputes, war, civil unrest, government action, widespread internet or utility failures, cyberattacks not caused by that party’s failure to use reasonable care, or third-party platform outages. Payment obligations for Services already performed are not excused.

15. Governing Law and Disputes

These Terms and any dispute arising from them are governed by the laws of the State of Illinois, without regard to conflict-of-law principles. The state and federal courts located in Cook County, Illinois will have exclusive jurisdiction, and each party consents to that venue, except that either party may seek injunctive relief in any court of competent jurisdiction to protect confidential information or intellectual property.

16. Notices

Formal notices must be in writing and delivered by email plus nationally recognized overnight delivery, certified mail, or another trackable method to the contact information stated in the Service Agreement. Operational communications, approvals, and ordinary project notices may be provided by email or through the parties’ agreed project-management platform.

17. General Provisions

Neither party may assign the agreement without the other party’s written consent, except in connection with a merger, reorganization, sale of substantially all assets, or transfer to an affiliate, provided the assignee assumes the applicable obligations. The Company may use qualified employees and contractors to perform the Services and remains responsible for their work under the agreement.

If any provision is unenforceable, it will be modified to the minimum extent necessary and the remaining provisions will remain effective. A waiver must be in writing and applies only to the specific instance stated. Sections that by their nature should survive termination will survive, including payment, intellectual property, confidentiality, disclaimers, liability limitations, indemnification, and dispute provisions.

The Service Agreement and these Terms constitute the entire agreement regarding the Services and supersede prior discussions on the same subject. Amendments must be in writing and accepted by authorized representatives of both parties, except that the Company may update website-use terms prospectively by posting a revised version with a new effective date. Material changes will not retroactively alter an existing Service Agreement without the Client’s agreement.