Terms and Conditions

1. Acceptance of Terms

Please read these Terms and Conditions (“T&Cs”) carefully as they govern your relationship with Solutions Digital Consulting, LLC (“Solutions Digital”). These T&Cs supplement any specific terms that may apply to the Services as indicated on your Agreement and Services Order Form. As used herein, “Solutions Digital”, “we”, “us”, “our” or “ours” refers to Solutions Digital Consulting, LLC. “Client”, “you”, “your” or “yours” refers to the client purchasing Services together with any company or other business entity you are representing, if any.

We reserve the right to make changes to Services we offer and these T&Cs at any time without prior notice to you. You should therefore review these T&Cs on our website periodically to keep apprised of these changes. If you do not agree to the changes implemented by Solutions Digital, your sole and exclusive remedy is to terminate your relationship with us as a Client for Services you are purchasing. Unless explicitly stated otherwise, any new features or services or products that change, augment or enhance Solutions Digital Services offerings will be subject to these T&Cs.

2. Online Advertising and Marketing Services

Solutions Digital offers a variety of services to improve a website’s online visibility.

Solutions Digital provides search engine marketing, optimization and associated services on a local, national and international basis. As such, we submit information on your behalf to search providers for whom you must agree to their terms and conditions. These providers may include, but are not limited to: Google, Yahoo, MSN/Bing, ASK, AOL, CallRail, Tapclicks, Uberall, Raventools, SEMRush,Marchex, InfoUSA, 411 Directory Assistance, Yellowpages.com, Superpages.com, Yellowbook.com, Yelp, Acxiom, Localeze, TrueLocal, local.com, CitySearch, MagicYellow, Dex, YP.com, iBegin, YellowBot, Insider Pages, MojoPages, Kudzu, Merchant Circle, OnStar, Craigslist, Kijiji, local online newspapers, Facebook, YouTube and other sites. The terms and conditions of these providers all apply. Solutions Digital will not share your information with any business other than in the course of securing online advertising and marketing services on your behalf.

3. Advertising Material

Solutions Digital has the right to place information pertaining to your business on any of the publisher and search provider websites such as those listed above and you authorize Solutions Digital to develop content based on information or material provided by you or your designees and collected by Solutions Digital including copy, form, size, text, graphics, names, addresses, phone numbers, URLs, logos, trade names, trademarks, service marks, endorsements, photographs or likenesses, and videos. Further, you represent that the material and information you provide to Solutions Digital is truthful, not misleading, and that you have the authority to represent this product and service information to Solutions Digital. Additionally, if so contracted, you authorize Solutions Digital to contact your customers for the sole purpose of gaining endorsements and reviews of your products and services for publication. Further, articles, press releases, and blog postings will be sent for approval before publishing. The timeliness of these pieces is critical to campaign performance. For this reason, all monthly content will be considered approved one week after the content was sent for approval unless requested edits or other communication is received from the client. Finally, you authorize Solutions Digital to utilize tracking phone numbers, and even record calls on your behalf, for ‘customer service’ purposes, and upon automatic notification to all incoming callers on tracking phone numbers if/when that service is contracted.

4. Unacceptable Practices

As we strive to offer the very best service, there are certain guidelines and policies that must govern our efforts and relationships with our clients. Practices that are in violation of these guidelines and policies are strictly forbidden and may result in the immediate termination of our Services. Such decisions are at the sole discretion of Solutions Digital. Unacceptable practices include, but are not limited to: adult or pornographic material including, but not limited to, sexually explicit or suggestive material; sexually oriented products or services (e.g. escort services), or other sexually oriented material; nudity, including airbrushing (exceptions granted on a case-by-case basis if for medical or artistic purposes); offensive or otherwise distasteful material; content or language that is harmful to minors in any way; distribution of internet viruses or other harmful or destructive activities; hacking and cracking; scams or phishing for personal information; solicitation of funds other than for legal charitable organization (exceptions granted on a case-by-case basis at our discretion); illegal gambling, gaming, lotteries, and like activities; harmful, threatening, violent, abusive, harassing, tortuous, vulgar, obscene, libelous, invasive of another’s privacy, racial, chauvinistic, ethnically offensive, complaint websites, or otherwise objectionable content or language; defamatory, hateful or revenge content or language; aids to pass drug tests or aids to pass lie detector tests; illegal activities such as ponzi schemes, pyramid schemes, fraudulent charging of credit cards, copyright violations, plagiarism; piracy, and all unauthorized use of materials or content that infringes on third parties’ intellectual properties; multilevel marketing without a legitimate product or service, with a front product or service, or where the primary intent is to recruit new members rather than to sell products; reverse funnel systems; cash gifting; illegal drugs or drug paraphernalia; alcohol sales; tobacco sales; miracle cures; fake documents; fireworks, pyrotechnics, firearms, explosives or weapons; intentional or unintentional violations of any applicable local, state, national or international law; reselling of email accounts or hosting accounts to third parties; reselling of any Solutions Digital Services including, but not limited to, design services, updates, and to third parties without a written re-seller agreement; spamming and all other forms of unsolicited messages including, but not limited to, spam, chain letters, and junk email; links to other sites that are in violation of our guidelines; and other activities, whether lawful or unlawful, that we deem to be in poor taste or that reflect adversely on us or our other clients.

Upon the contingency which Solutions Digital accepts a contract for services on this list, any and all work performed will be compensated regardless of approval by Google, Bing, Yahoo, or any other outside agency.

5. Payment

The Client agrees to pay Solutions Digital compensation for the Services agreed upon between the Client and Solutions Digital as set out in the Agreement and Services Order Form. Payments are due within thirty (30) days after receipt of invoice. Payments can be made by ACH or a valid credit card. New Services that are initiated on any day other than the 1st of the month, will be billed a prorated fee for the remaining days in that month. If we are unable to charge your credit card or bank account for the full amount owed for Services provided or if we incur chargeback for any fee, we previously charged to your credit card, you acknowledge that Solutions Digital may pursue all available lawful remedies in order to obtain payment. Client will be responsible for all reasonable expenses, including collection and reasonable attorneys’ fees, incurred by us collecting such amounts.

Late Fees and Penalties. We reserve the right to charge late fees of 12% of total outstanding balance not paid within agreed billing cycle.

6. Term and Termination

The term and termination provisions are defined in the Agreement and Services Order Form specific to each Service purchased. Further, Solutions Digital reserves the right in its sole discretion to immediately terminate the Services for reasonable cause, including but not limited to: (i) non-payment to us; (ii) non-compliance with any of the provisions of the Agreement and Services Order Form or these T&Cs; (iii) requests by law enforcement or other government agencies; (iv) our ceasing to offer the Service; (v) our inability to verify or authenticate any information you provide to us; or (vi) our conclusion, in our sole discretion, that your use of the Services may result in liability to us. In the event of default by you, any and all payments required to be made to us by you shall be due and payable immediately. Termination of the Agreement and Services Order Form shall not relieve you from liability, including amounts owing, accrued prior to the time that such termination becomes effective.

7. Representations and Warranties; License and Grant of Rights

You represent and warrant that you have and will continue to have the absolute and unrestricted right to publish and use all information you have provided for your advertising programs and that the content does not infringe on the rights of any third party and that it complies with all local, state and federal laws and regulations.

8. Indemnification

Each party warrants that its respective performance of the terms of this agreement will not in any way constitute knowing, intentional infringement or violation of any copyright, trade secret, trade mark, patent, invention or any other nondisclosure rights of any third party. You indemnify and hold harmless Solutions Digital against all costs (including attorney fees), damages and liabilities arising from negligent or intended acts on your part constituting the violation of any copyright, trade secret, trade mark, service mark, patent, invention, proprietary information or nondisclosure rights of any third party. To the full extent of the law, you will pay any expenses or damages to Solutions Digital resulting from claims made by third parties with regard to usage of material you have provided, even after termination of our business relationship.

9. No Guarantees

You acknowledge and agree that Solutions Digital makes no specific guarantee or warranty regarding the search providers and publishers to which it submits advertising on your behalf, including but not limited to placement of paid search advertising or any specific results. Solutions Digital does not warrant the number of calls, clicks, impressions or website visits or that paid search advertising will appear in response to any particular query. Solutions Digital does not warrant that the performance will be error-free but will immediately act to correct errors once they have been identified.

10. Disclaimer of Warranties

To the maximum extent permitted by applicable law, Solutions Digital and its officers, directors, employees, consultants, agents or partners disclaim all warranties of any kind, whether express or implied, including, but not limited to implied warranties of merchantability and fitness for a particular purpose and non-infringement.

Solutions Digital and its officers, directors, employees, consultants, agents and partners do not warrant or make any representation regarding any content we provide including its availability, accuracy, spelling or grammar, or that your use or the result of your use of our Services in terms of effectiveness, accuracy or reliability, will produce any guaranteed or stated result, meet your stated requirements or expectations or be provided in an uninterrupted, timely secure or error-free manner.

11. Limitation of Liability

Solutions Digital and its officers, directors, employees, consultants, agents or partners will not be liable to you for any special, direct, indirect, incidental, consequential, punitive, reliance or exemplary damages, including without limitation losses or liability resulting from (i) loss of data, loss of revenue, anticipated profits, or loss of business opportunity; (ii) the accuracy completeness or content of our website, Services or any third party information; (iii) personal injury or property damages; (iv) any unauthorized use of or access to our website, the Services, any of our severs including, without limitation, any of Client’s content or data including personal and/or financial information stored on our website; (v) any interruption or cessation of Services relate to our website or third party sites; any viruses, worms, bugs or the like which may be transmitted to or from our website or any third party site; (vi) any Client content or conduct that violates any of the Unacceptable Practices as defined in Section 4 of these T&Cs; (vii) any loss or damage of any kind resulting from your use of, or inability to use our website or the Services or any act or omission by Solutions Digital.

The maximum aggregate liability Solutions Digital may have to you will be limited to the total amount of the purchase price of the monthly Service actually paid to Solutions Digital. Solutions Digital will have no liability in connection with the functionality or content of any search provider or internet publisher or website not owned by Solutions Digital. Any claims must be made within six (6) months from the date of the subject of the claim and must be made in writing to: Solutions Digital Consulting. LLC, P.O. Box 12006 Overland Park, KS 66282 Attention: Jeff Maloney.

12. Choice of Law

It is expressly agreed that the terms of the Agreement and Services Order Form and these T&Cs shall be subject to, governed by, and construed according to the laws of the State of Kansas, without regard to conflict of law rules.

13. Force Majeure

Neither you nor Solutions Digital will be in breach of its obligations under these Terms and Conditions (other than obligation to pay monies due) in the event that, for cause(s) beyond reasonable control, each party is unable to perform, in whole or in part, any one or more of its obligations. Such causes will include, but not be limited to governmental regulation, fire or other causality, inability to obtain materials or services, technical failure or difficulties, problems or interruptions of the internet, or any other cause not within the reasonable control of either party.

14. Assignment

Solutions Digital may assign, delegate or subcontract any rights or obligations under this Terms and Conditions or the Agreement and Services Order Form.

15. Notice

Any notice required by these T&Cs or the Agreement and Services Order Form shall be deemed to be duly given when transmitted via email or sent by first class mail, addressed to Solutions Digital or to Client at the addresses set forth below. Either party may alter such address by written notice to the other. Such notice shall be deemed effective within twelve (12) hours of transmission by email or within forty-eight (48) hours of transmission by mail.

To Solutions Digital:

Solutions Digital Consulting, LLC

Email: [email protected]

P.O. Box 12006
Overland Park, KS 66282

To Client:

To the email or business address we have on record for your account

16. Miscellaneous

These Terms and Conditions along with the Agreement and Services Order Form executed by Client represent the parties’ entire agreement with regard to Solutions Digital’s provision of Services.

17. Survival

All sections of these T&Cs and the Agreement and Services Order Form which, by their nature, should, shall survive termination including payment, indemnity and the disclaimers of warranty and limitations of liability.

18. Effective Upon Execution

These Terms and Conditions are binding on both parties on the date the Agreement and Services Order Form is signed.