These Terms and Conditions form a binding agreement between Assure Digital Media LLC and any person or entity that visits our website, requests a proposal, or purchases our services. By accessing our website or engaging our services, you agree to these Terms.

If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have authority to bind that entity. If you do not agree to these Terms, do not use the Site or Services.

1) Who We Are and How to Contact Us

Assure Digital Media LLC 5714 Albert Rd, West Palm Beach, FL 33415 Phone: (561) 319-9005 • Email: [email protected] Website: assuredigitalmedia.com

2) Definitions

Agreement means these Terms and any Statement of Work, Proposal, Order, Change Order, or written scope document signed or otherwise approved by you. Client means the customer identified in an Agreement. Company, we, or us means Assure Digital Media LLC. Deliverables means the work product described in an Agreement, including websites, designs, code, content, photos, videos, recordings, and documentation. Services means strategy, design, development, SEO, paid media, analytics, hosting or support (if purchased), video and photo production, drone operations, 360° virtual tours, social media services, and related professional services. Site means assuredigitalmedia.com and any subdomains we operate. Third‑Party Services means services, platforms, software, or assets operated by others, including hosting, domain registrars, analytics, ad platforms, plug‑ins, themes, stock libraries, and fonts.

3) Scope of Services

We will provide the Services and Deliverables described in your Agreement. Any work not expressly listed is out of scope. We may recommend changes to scope if assumptions change or new requirements arise.

4) Proposals, SOWs, and Changes

a) Validity. Proposals are valid for 30 days unless otherwise stated.

b) Approval. You may approve a Proposal or SOW by e‑signature, email confirmation, PO, or initial deposit payment. Approval authorizes us to begin work.

c) Change Requests. Material changes to scope, features, or timelines require a written Change Order that may adjust fees and schedules.

5) Fees, Deposits, and Payment

a) Fees. Fees are as stated in your Agreement. Prices are exclusive of taxes, duties, and pass‑through expenses.

b) Deposits and Invoicing. Deposits or retainers may be required. Unless otherwise stated, project work is invoiced as 50% deposit to start and 50% at substantial completion prior to launch or delivery. Retainers are invoiced in advance of each period.

c) Expenses. You agree to reimburse reasonable pass‑through costs approved by you, including travel, stock assets, licensing, equipment rental, and location fees.

d) Late Payment. Invoices are due upon receipt unless otherwise stated. Overdue balances may accrue the lesser of 1.5% per month or the maximum rate allowed by law. We may suspend work or access to Deliverables for non‑payment.

e) No Setoff. Payments are not subject to setoff or withholding.

6) Client Responsibilities

a) Access and Materials. You will provide timely access, credentials, approvals, content, and subject‑matter input needed for the work.

b) Intellectual Property. You represent that any materials you supply do not infringe third‑party rights and comply with applicable law.

c) Approvals. You will review and approve Deliverables within five business days unless a different review period is stated. Lack of response may be treated as approval to avoid project delays.

d) Legal and Regulatory. You are responsible for your own legal and regulatory compliance, including required disclosures, privacy notices, and industry‑specific rules.

7) Intellectual Property and Licenses

a) Pre‑existing Materials. Each party retains ownership of its pre‑existing IP, tools, code libraries, templates, and know‑how.

b) Project Deliverables. Upon full payment, ownership of the final approved Deliverables specifically created for you transfers to Client, excluding Company Tools, open‑source components, and Third‑Party Assets. We grant you a worldwide, perpetual license to use Company Tools only as embedded in the Deliverables.

c) Source Files. Source files and working files are included only if expressly listed in the Agreement. Otherwise, we provide compiled or production‑ready assets.

d) Third‑Party Assets. Stock photos, videos, fonts, plug‑ins, themes, typefaces, and other licensed assets are subject to the licensor’s terms. You are responsible for ongoing license fees unless otherwise stated.

e) Portfolio Use. We may display non‑confidential Deliverables, your name, logo, and a brief case study in our portfolio, on social media, and in proposals. If a public NDA applies, we will honor it.

f) Credit. For websites, we may include a discreet site credit in the footer unless the Agreement states otherwise.

8) Open‑Source and Third‑Party Software

Deliverables may incorporate open‑source components or Third‑Party Services. These are provided subject to their own licenses and service terms. We do not control changes these providers make, including updates, deprecations, outages, or policy changes.

9) Hosting, Domains, Email, and Integrations

Unless your Agreement includes hosting or managed services, you are responsible for hosting, domain registration, DNS, SSL, email, and third‑party accounts. We can assist with setup and configuration. Email deliverability depends on many factors outside our control; you are responsible for properly configuring DNS records such as SPF, DKIM, and DMARC and for monitoring sender reputation.

10) Acceptance, Launch, and Warranty

a) Acceptance. A Deliverable is accepted when you approve it in writing, launch it publicly, begin using it in production, or after the agreed review period ends without objection.

b) Limited Warranty. For 30 days after acceptance, we will correct reproducible defects that materially deviate from the approved specifications at no additional charge. This warranty does not cover changes in scope, new features, third‑party failures, content updates, or issues caused by modifications by others.

c) Post‑Launch Support. Ongoing support, maintenance, or SLAs are available by separate Agreement.

11) Service‑Specific Terms

11.1 SEO and Analytics

We use good‑faith, ethical practices. Because search engine algorithms and competitors change, we do not guarantee specific rankings, traffic, or revenue. Performance may vary due to factors outside our control, including platform updates and market conditions.

11.2 Paid Media and Social Media

Ad performance depends on auction dynamics, budgets, creative, landing pages, and platform policies. You are responsible for complying with applicable advertising and disclosure laws and for approving ad copy and creative. You authorize us to act as your agent within ad accounts you grant us access to. You remain responsible for media spend and platform fees.

11.3 Content, Photo, and Video Production

You must secure location access, releases, and permissions not otherwise stated in the Agreement. Reshoots due to script or scope changes may incur additional fees. We may archive footage for a limited period, but long‑term archival is not guaranteed unless specified.

11.4 Drone Operations

All drone work is subject to weather, airspace restrictions, local ordinances, and federal aviation rules. Flights may be delayed, altered, or canceled for safety or legal reasons. If a mission cannot be flown due to legal or safety restrictions after mobilization, reasonable costs may still apply.

11.5 360° Virtual Tours

Third‑party hosting or viewers may require separate subscriptions and are governed by their own terms. We are not responsible for changes to these services.

11A) Service-Specific Terms of Service (Expanded)

The following additional terms apply when you purchase the listed Services from Assure Digital Media. These terms are incorporated by reference into your Master Services Agreement and any applicable Statement of Work.

11A.1 Website Design, Development & Support

General. New builds are engineered for current-stable versions of Chrome, Safari, Firefox, and Microsoft Edge at the time of launch. Support for legacy or niche browsers, assistive technologies beyond WCAG targets in your SOW, or custom rendering engines may require additional scope or fallbacks.

Updates & Maintenance. CMS, theme, and plug‑in updates may introduce breaking changes or brief maintenance windows. We recommend a staging environment and scheduled maintenance. Not all updates are advisable or compatible; we will recommend a path but cannot guarantee zero downtime or zero regressions.

11A.2 Security & SSL/TLS

Certificates & Mixed Content. We will implement HTTPS and redirects per the SOW. If your site loads third‑party assets over HTTP (widgets, scripts, images), browsers may display mixed‑content warnings and withhold the “secure” lock icon. You are responsible for ensuring third‑party assets are served securely; remediation beyond initial setup may require a Change Order.

Future Edits. New content or embeds added by you or other administrators can reintroduce mixed content or weaken security. We can advise on prevention, but we cannot police future updates without an active support plan.

No Absolute Security Guarantee. We implement reasonable safeguards but cannot guarantee prevention of all exploits, outages, or attacks.

11A.3 Call Tracking (If Purchased)

Recording & Notice. Our call‑tracking partners may record calls made to tracking numbers. A pre‑call audio notice can be enabled where supported. You are responsible for complying with applicable consent laws in the jurisdictions where you operate.

Dynamic Number Pools. We size number pools based on expected traffic. Changes in traffic or scope may require pool expansion and incur additional fees upon your approval. Upon termination and upon your written request, and provided your account is current, we will request port‑out of tracking numbers at your expense where the vendor permits.

Availability. Call tracking relies on third‑party networks and carriers. We do not warrant uninterrupted service or data completeness.

11A.4 SEO & Content Marketing

General. Recommendations depend on platform and hosting constraints. Algorithm updates, competitor actions, and market forces can materially impact performance. We do not guarantee positions, traffic, or revenue.

Access & Permissions. You agree to provide: (a) admin access to CMS, hosting, DNS, analytics, and tag managers; (b) permission to implement on‑page and technical changes; (c) rights to use your trademarks, content, and media for optimization and outreach; and (d) approval workflows to publish content.

Client‑Side Changes. SEO work may be degraded or erased if site changes occur without our review, including but not limited to: renaming URLs, removing required tags/scripts, altering templates, changing architecture/navigation, removing analytics or search‑verification tags, de‑publishing optimized content, or deploying unvetted plug‑ins/themes. Remediation may require a Change Order.

11A.5 Paid Media Management (Search, Social, Display, Video)

Authorization. You authorize us to act as your agent within ad platforms, place and manage campaigns, and optimize creative, targeting, and bidding. You remain responsible for media spend and platform fees unless your SOW states otherwise.

Program Sites & Modifications. Ads may run across networks, partners, and placements consistent with platform policies. We may adjust keywords, audiences, extensions, and creatives to improve outcomes and comply with policies.

Budgets & Billing. We will manage to your stated monthly budgets, but transient over‑delivery can occur due to platform pacing. Any platform credits or refunds are passed through if and when issued by the platform.

No Guarantees. Results depend on auction dynamics, competition, seasonality, and your sales operations. We do not guarantee specific CPCs, CPAs, ROAS, lead volumes, or revenue.

11A.6 Google Local Services Ads (If Purchased)

We can assist with profile setup, document collection, licensing verification, insurance certificates, background‑check initiation, budget management, and dispute submissions if included in your SOW. You agree to timely provide accurate licensing, insurance, and personnel information and to notify us of staffing changes that impact background checks. You are responsible for compliance with Google’s requirements. We are not liable for delays, denials, or suspensions arising from missing or inaccurate information.

11A.7 OTT/CTV Advertising (If Purchased)

Scope. We buy connected‑TV/OTT inventory across supported publishers to reach target audiences; specific programs or channels cannot be guaranteed.

Clearances. You are responsible for securing all third‑party rights for music, footage, talent, trademarks, and locations. You grant us and our suppliers a license to transcode, distribute, and display your creative for the campaign term.

Delivery & Reporting. We will use commercially reasonable efforts to deliver ordered impressions and provide periodic reporting (e.g., reach/frequency, completion rate, attribution where available). Platforms and data providers may limit granularity.

11A.8 Organic Social Media Management (If Purchased)

You will provide admin access to social accounts and approve calendars where applicable. Platform Terms of Use govern all activity. You represent that content you supply is authorized and lawful. While we optimize for reach and engagement, we do not guarantee growth or outcomes.

11A.9 Coaching & Training (If Purchased)

Coaching may be delivered onsite, virtually, or in workshops. Unless your SOW states otherwise, virtual coaching may be canceled with 30 days’ notice; onsite programs may require a minimum term, travel reimbursement (airfare/hotel/ground or IRS‑rate mileage), and an expense retainer. Enrollment is per participant where specified. We provide operational guidance—not legal, HR, or financial advice—and we make no promise of specific performance outcomes. Our materials and feedback must not be used as the sole basis for employment decisions.

12) Compliance, Disclosures, and Accessibility

You are responsible for truth‑in‑advertising, required disclosures, and accessibility obligations. We can assist as a professional service but do not provide legal advice or certifications.

13) Confidentiality

Each party will protect the other’s non‑public information and use it only for project purposes. These obligations do not apply to information that is public, independently developed, or received lawfully from a third party.

14) Data Protection

You will provide only the personal data necessary for the project and represent that you have a lawful basis to share it with us. We will implement reasonable administrative, technical, and physical safeguards. Our collection and use of data via the Site is described in our Privacy Policy.

15) Term, Termination, and Suspension

a) Term. These Terms apply from your first use of the Site or Services and continue through completion of all Agreements.

b) Convenience Termination. Either party may terminate ongoing Services for convenience with 30 days’ written notice.

c) Termination for Cause. Either party may terminate immediately for material breach not cured within 10 days after written notice.

d) Effect of Termination. You will pay for all Services performed, approved expenses incurred, and non‑cancelable commitments. Upon full payment, we will deliver work‑in‑progress in a commercially reasonable format. If amounts remain unpaid after termination, licenses to Deliverables are suspended until payment is received.

16) Refunds

Except where prohibited by law or stated otherwise in the Agreement, fees for Services rendered and expenses incurred are non‑refundable. Unused prepaid retainers will be refunded pro rata, less costs and commitments already incurred.

17) Warranties and Disclaimers

Except as expressly stated in Section 10, Services and Deliverables are provided as is and as available. We disclaim all other warranties, including implied warranties of merchantability, fitness for a particular purpose, title, and non‑infringement. We do not warrant uninterrupted or error‑free operation, permanent SEO outcomes, ad performance, email deliverability, or third‑party services.

18) Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or lost profits, revenue, data, or goodwill. Our aggregate liability for all claims arising out of or relating to the Agreement will not exceed the amounts you paid to us for the Services giving rise to the claim during the 12 months before the event first giving rise to liability.

19) Indemnification

You will defend, indemnify, and hold us harmless from any third‑party claims, damages, liabilities, costs, and expenses arising from your content, products, services, instructions, misuse of Deliverables, violation of law, or infringement of third‑party rights. We will defend, indemnify, and hold you harmless from third‑party claims that our Deliverables, as provided and unmodified, infringe intellectual property rights, except to the extent caused by your materials, instructions, or use with third‑party components. The indemnified party will promptly notify the other, allow control of the defense, and provide reasonable cooperation.

20) Force Majeure

Neither party is liable for delay or failure caused by events beyond reasonable control, including natural disasters, war, terrorism, labor disputes, utility failures, widespread platform outages, or government actions. Payment obligations are excluded from this section.

21) Independent Contractor

We are an independent contractor. Nothing creates a partnership, joint venture, or agency except as specifically granted for account access within the scope of Services.

22) Assignment

Neither party may assign the Agreement without the other’s consent, except to an affiliate or in connection with a merger, sale, or reorganization. Any prohibited assignment is void.

23) Notices

Formal notices must be sent by email to [email protected] and are effective upon confirmation of receipt. We may also provide operational notices through your project portal or email.

24) Governing Law and Venue

This Agreement is governed by the laws of the State of Florida, without regard to conflict‑of‑laws rules. The exclusive venue for any dispute not subject to small‑claims court is the state and federal courts located in Palm Beach County, Florida. Each party consents to personal jurisdiction there.

25) Dispute Resolution and Good‑Faith Negotiation

Before filing a claim, the parties will meet and confer in good faith to attempt to resolve the dispute within 15 days. Either party may seek injunctive relief at any time to protect confidential information or intellectual property.

26) Changes to These Terms

We may update these Terms from time to time by posting a revised version on the Site with a new effective date. Material changes will be reasonably highlighted. Your continued use of the Site or Services after changes become effective constitutes acceptance.

27) Entire Agreement

These Terms, together with any Agreement, constitute the entire agreement between the parties and supersede prior proposals and communications. If there is a conflict, the Statement of Work or Proposal controls over these Terms, and these Terms control over general website content.

28) Contact

Questions about these Terms should be sent to [email protected].