1. Term and Termination
The Digital Services term begins on the Start Date specified in the governing agreement and continues for the contracted period. Unless otherwise stated, services may include an initial minimum term.
Either party may terminate according to the notice periods set out in the governing agreement. If minimum commitments are not met, minimum-fee obligations or equivalent early termination charges may apply, as specified in the agreement.
After an initial term, services may continue month-to-month where contractually permitted until valid written notice is delivered and all outstanding obligations are satisfied.
2. Rate Changes
Seller reserves the right to update pricing with advance written notice as described in the governing agreement.
If changes are required due to scope expansion, platform policy changes, supply-chain/vendor increases, or market conditions, Seller and Client will collaborate on revised deliverables, timelines, and pricing.
Where contractually allowed, Client may terminate affected services with required prior written notice.
3. Definitions
- Client: the person or entity purchasing Digital Services.
- Client Data: all data/content/assets/materials made available to Provider Parties for service delivery.
- Seller/Provider: ACNO Brands and approved teams.
- Digital Services: SEO, paid media, social, web services, hosting, email, analytics, and related offerings.
- Provider Parties: Seller and its subcontractors/suppliers/vendors engaged for fulfillment.
- Tags: cookies, pixels, scripts, APIs, beacons, SDKs, and related tracking integrations.
4. Binding Contract and Compliance
These Terms are legally binding and form part of the overall service agreement.
Client is responsible for ensuring its use of Digital Services complies with all contractual terms, platform policies, and applicable laws. Material non-compliance may result in suspension or termination of some or all services.
5. Access and Use of Client Data
a) Tags and Compliance
Digital Services may require deployment of tags and data integrations. Client is responsible for legally compliant privacy notices, consent signals, and disclosures on all Client-owned or controlled properties.
- Client must implement compliant privacy and consent mechanisms before data capture where required by law.
- Client must ensure lawful basis for processing and sharing data related to campaign execution.
- Client will not use tags in a manner that unlawfully captures prohibited or sensitive data categories.
b) Authorization and Representations
Client authorizes Provider Parties to access, process, and use Client Data strictly for service performance, optimization, reporting, and related contractual purposes. Client warrants that all such access and use is lawful and contractually permitted.
6. Ownership and License Rights
Client represents and warrants that it owns or has sufficient rights and permissions to provide all Client Data and instructions used in service delivery.
Client Data must not violate intellectual property rights, privacy/publicity rights, or applicable laws. Seller retains rights in proprietary methods, playbooks, templates, process documentation, and tools unless otherwise agreed in writing.
7. Indemnification
Client agrees to defend, indemnify, and hold harmless Seller and Provider Parties from third-party claims, liabilities, damages, costs, and reasonable legal fees arising from:
- Client Data or instructions supplied by Client,
- Client’s non-compliance with law/platform policy,
- infringement, privacy, misrepresentation, defamation, or regulatory claims connected to Client materials or directives.
8. Disclaimer
Client acknowledges that search engines, social platforms, ad exchanges, and other third parties control many variables outside Seller’s control.
9. Limitation of Liability
To the fullest extent permitted by law, Provider Parties will not be liable for indirect, incidental, special, punitive, or consequential damages, including lost profits, lost business, or lost data.
Aggregate liability, if any, is limited as specified in the governing agreement and typically tied to fees paid within a defined period prior to the claim.
10. Confidentiality
Each party may receive confidential information from the other during service delivery. Each party must protect such information using reasonable safeguards and use it solely for performance of contractual obligations.
Confidentiality obligations do not apply to information that is public through no breach, independently developed, lawfully received from a third party, already known, or disclosed by legal compulsion (with notice where legally permitted).
11. Non-Solicitation
During active service delivery and for one (1) year following termination (unless otherwise agreed in writing), Client will not directly solicit or hire key personnel materially involved in delivery without prior written consent.
12. Promotional License
Unless Client opts out in writing, Client grants Seller a limited, non-exclusive, revocable license to use Client name/logo solely to identify Client as a customer in proposals, case studies, and marketing materials.
13. Fulfillment Considerations
a) Service Provision
Services are delivered in the ordinary course of business according to available resources, approved tools, and agreed strategy documents.
b) Market and Platform Changes
Deliverables may require adjustment due to algorithm changes, platform policies, ad inventory shifts, privacy regulations, and technical constraints.
c) Accessibility (ADA) Scope
Unless specifically contracted, ADA compliance services are not included by default. Client remains responsible for compliance obligations applicable to its properties.
d) Paid Services
No guarantee of keyword position, CPM/CPC stability, ad delivery consistency, or exact month-to-month spend. Campaign pacing may vary due to auctions, approvals, audience constraints, and timing.
e) Web Services
Client is responsible for legal sufficiency, security posture, and content quality of websites and pages, including third-party plugins and integrations.
f) Hosting Services
Commercially reasonable safeguards may include backups, monitoring, and redundancy. Uptime and zero-loss outcomes are not guaranteed.
g) First-Party Data Services
Client must satisfy consent and privacy obligations before data activation. Resolution volumes may vary and pricing tiers may adjust when materially outside agreed ranges.
h) Email Marketing
Client must ensure email addresses and related data were lawfully collected and may be lawfully used. Client remains responsible for list quality and compliance obligations.
i) Consent Management Platform
Client is responsible for ongoing policy updates, consent settings, data subject request handling, and compliance configuration decisions.
14. Transition Upon Termination
Transition of content, assets, and account access depends on contracted services, completion status, and payment in full.
- Organic/Social: content and account transitions subject to completed payment obligations.
- Web: site assets may require separate migration/transition work and fees.
- Paid Media: certain ad assets/data may transfer; platform-level structures may be non-transferable.
- Data Services: deployed tags/configurations may be removed at termination.
- Email and CMP: access and exports handled according to platform limits and paid status.
15. Agency Orders and Authority
If services are procured through an agency or representative, that party represents it has authority to bind the Client. Client and agency may remain jointly and severally responsible for contractual payment and performance obligations.
Exhibit A: Description of Digital Services
Service availability and scope are determined by ACNO Brands and may be updated based on product evolution, platform changes, and business requirements.
1) Local SEO
Listing management, citation quality, profile optimization, duplicate handling, local relevance audits, and location reporting.
2) Organic SEO
Technical optimization, on-page SEO, schema recommendations, content mapping, link strategy support, and performance analysis.
3) Content Services
Research, keyword planning, writing, optimization, editorial QA, and deployment assistance for web/blog/service content.
4) Web Design/Redesign
Responsive builds for desktop/tablet/mobile, UX structure, conversion-focused page planning, and CMS implementation support.
5) Website Maintenance and Hosting
Technical updates, minor edits, patching, monitoring, backup workflows, and hosting environment operations.
6) Social Media Services
Content calendars, creative production, posting workflows, engagement support, and reporting dashboards.
7) Reputation Services
Review monitoring, response support, alerting, and insights for brand trust and local visibility.
8) Paid Media Services
Search/social/programmatic campaign setup, audience strategy, optimization, and budget oversight with reporting.
9) Campaign Tracking
Analytics and tag implementation, conversion tracking, event mapping, dashboard support, and attribution alignment.
10) Custom Services
Quoted strategic or technical work approved in writing by both parties.
11) First-Party Data Services
Data capture support, resolution workflows, segmentation enablement, and privacy-aware activation models.
12) Email Marketing Services
Template design, campaign scheduling, list support, deliverability-oriented setup, and performance reporting.
13) Consent Management Platform
Consent banner configuration, preference storage support, and compliance assistance for privacy frameworks.
14) Programmatic Ad Services
Audience targeting and inventory activation across demand-side channels with optimization and measurement support.