These terms are related to any Digital Marketing, AI Services, or Advertising Agreement (this "Agreement") by and between you (the "Advertiser," "Customer," or "Client") and DigitalTreehouse, LLC ("DigitalTreehouse," and Advertiser individually as "Party" and collectively as the "Parties").

1. Digital Marketing & AI Services

Advertiser has contracted with DigitalTreehouse to provide one or multiple services ("Services") related to the following as laid out in the preceding proposal ("Proposal"):

Online advertising and search engine marketing (SEM)
Website development and design
Search engine optimization (SEO)
Online listing and reputation management (OLM/ORM)
AI consulting, audit, and implementation services
AI automation and custom AI software development
AI training and workshops
Custom web asset development
Other related digital marketing and technology services

a. Setup

DigitalTreehouse agrees to create, manage, develop, and employ Services as provided in the Agreement, which may include utilization of various internet advertising networks, search engines, AI platforms, proprietary software, third-party software, third-party services, and other online properties. As reasonably requested by DigitalTreehouse and within fifteen (15) days of such request, Advertiser shall furnish DigitalTreehouse with such information to allow DigitalTreehouse to perform the Services. DigitalTreehouse will not be liable for services that cannot adequately be provided due to the non-provision of requested information. No refund will be due to Advertiser for any services which could not be provided due to a failure on the part of Advertiser to provide necessary information.

b. Intellectual Property

Media accounts, marketing pieces, AI solutions, and web properties created or provided by DigitalTreehouse for the benefit of Advertiser under this Agreement will remain the property of Advertiser upon full payment, except as noted in section "m. Reversion of Assets" below. Nothing in this Agreement grants any right, title, or interest in or to any intellectual property rights in or relating to the Services provided, whether expressly, by implication, estoppel, or otherwise. Each party shall retain sole and exclusive ownership of all patents, copyrights, trademarks, and other intellectual property rights that either party owned before entering into this Agreement. You grant us permission to display completed work in our portfolio unless otherwise agreed in writing.

c. Images and Video

DigitalTreehouse may utilize AI-generated copy, AI-generated images, stock copy, and stock images unless Advertiser chooses to supply these items. If Advertiser supplies its own materials, DigitalTreehouse assumes no liability for Advertiser's use of non-DigitalTreehouse supplied content. Images should be supplied in digital format and text in an editable format (Microsoft Word, Google Docs, etc.). Scanned PDFs or handwritten documents will incur an additional $300/hour data entry fee. Videos must be uploaded to a hosting service (YouTube, Vimeo) before submission. Custom photography or video production services are available at additional costs.

d. Website Hosting and Management

Website revision requests must be sent via email to your account manager. Clients are allocated up to one hour per month of website changes. Additional changes beyond the monthly allocation require a $300/hour fee. Monthly support includes:

Revisions, additions, and/or deletion of text, images, forms, fonts, and colors on existing pages
This does not include revisions to website layout and design
Unused time does not roll over to the following month

As long as Advertiser is a client of DigitalTreehouse's website services, DigitalTreehouse will host Advertiser's website as part of the monthly fee. Upon termination, DigitalTreehouse will discontinue hosting and terminate all website services immediately. DigitalTreehouse is not liable for website unavailability due to technical issues beyond our control, nor for damages including lost profits arising from website operation or inability to operate.

e. Meetings

DigitalTreehouse provides up to three hours of meetings during the sales and onboarding process at no cost. Upon completion of onboarding and launch of services, any additional meetings to discuss ongoing or new services will be charged at $300/hour.

f. Online Advertising

If applicable, DigitalTreehouse will serve as Advertiser's agent when purchasing and executing search engine marketing or other online advertising campaigns by buying advertising space directly from Google, Microsoft, Facebook, or other available platforms. Payments made to DigitalTreehouse may include payment for purchasing and executing these campaigns.

g. Advertiser Information

Advertiser acknowledges that if DigitalTreehouse identifies any content that is inaccurate, contains errors, or does not comply with publisher formatting guidelines, DigitalTreehouse may modify such content at its sole discretion. Advertiser grants DigitalTreehouse and its affiliates and applicable publishers worldwide, nonexclusive, perpetual, irrevocable, royalty-free, unlimited use rights with respect to such content for publication and syndication.

h. Additional Services

From time to time, Advertiser may request information or services beyond the contracted Services. Such services may be available from DigitalTreehouse at $300/hour. If requested and in line with services normally provided, fees will be billed upon completion or at month end.

i. Term

Unless otherwise stated, all DigitalTreehouse services run month-to-month and can be cancelled at any time with 30-day written notice.

j. Discontinuation of Services

It is the Advertiser's responsibility to store information provided by DigitalTreehouse upon termination of the Agreement. Upon termination, Advertiser will not have access to advertisement networks used by DigitalTreehouse and will be responsible for hosting any services beyond contracted dates on their own accounts. If Advertiser requests additional work to terminate services (transfers, summaries, file transfers, etc.), Advertiser agrees to pay $300/hour for such services.

k. Payments

All advertising fees are due monthly in advance via ACH payment, credit card, or mailed check. Invoices over $1,000 must be paid via ACH or mailed check. Checks should be addressed to DigitalTreehouse, 725 Cool Springs Blvd, Suite 600, Franklin, TN 37067. There will be a 10% late fee charged on invoices overdue by 10 days, with an additional 10% assessed every 30 days the invoice remains overdue.

l. Services Agreement

Services may be requested through multiple ways including Zoom meetings, in-person meetings, phone conversations, text messages, email, written letters, or signed proposals. Advertiser agrees that Services do not require a physical signed contract. Payment of invoices acts as confirmation that Services were requested and agreement to these Terms and Conditions.

m. Reversion of Assets

In the event the Customer does NOT pay for services rendered within 60 days of being due, all assets created by DigitalTreehouse (websites, logos, advertisements, AI solutions) and/or purchased for Customer (domain names, stock images, stock videos) will revert to being owned by DigitalTreehouse. DigitalTreehouse may remove all assets and will not be liable for damages experienced by Customer for losing ownership and publication of assets.

2. AI Services Terms

The following terms apply specifically to our AI-related services:

Advisory nature: AI consulting is advisory in nature. Implementation decisions remain with the client.
Custom specifications: Custom AI solutions are built according to agreed-upon specifications.
No guaranteed outcomes: While we strive for excellent results, AI outcomes depend on many factors and cannot be guaranteed.
Data ownership: You retain ownership of your data and custom solutions upon full payment.
Third-party AI platforms: Some services may utilize third-party AI platforms subject to their own terms of service.

3. Video and Photography Production

To the extent Customer has contracted with DigitalTreehouse for video production or photography services: DigitalTreehouse will use commercially reasonable efforts to schedule shoot dates within fifteen (15) business days of receipt confirmation. Video or photography shoot dates must be scheduled within three (3) months of Agreement date or Customer forfeits the agreed upon services and no refund will be made available.

4. Confidentiality

Each party shall treat any confidential, secret, or proprietary information disclosed by the other party as confidential and exercise at least the same degree of care to safeguard confidentiality as it would for its own confidential information. The Receiving Party shall use Confidential Information only as provided in this Agreement and shall not disclose it except to employees with a need to know. The Receiving Party shall immediately notify the Disclosing Party if any Confidential Information has been lost, stolen, or inadvertently disclosed. These restrictions do not apply to information that was known prior to disclosure, was in the public domain, or is disclosed without restriction by a third party with legal right to do so.

5. Limitation of Liability

In no event will DigitalTreehouse's liability in connection with Services or this Agreement exceed the aggregate amounts paid by Advertiser during the period immediately preceding the event giving rise to such liability. IN NO EVENT SHALL DIGITALTREEHOUSE BE LIABLE FOR ANY LOST PROFITS OR REVENUES, LOSS OF USE, LOSS OF DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, LICENSES OR SERVICES, OR FOR ANY PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES, WHETHER FORESEEABLE OR NOT, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. These limitations apply to all causes of action, whether based in contract, tort (including negligence), or any other legal theory.

6. User Responsibilities

As a user of our services, you agree to:

Provide accurate and complete information
Use our services for legal and ethical purposes only
Not use AI tools we provide for harmful, deceptive, or illegal purposes
Protect login credentials and notify us of unauthorized access
Comply with all applicable laws and regulations

7. Governing Law & Jurisdiction

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Tennessee without regard to its conflicts of law rules. Any disputes shall be resolved in the courts of Williamson County, Tennessee.

8. Waivers

Any term or condition of this Agreement may be waived by the party entitled to the benefit thereof, but only if such waiver is evidenced in writing signed by such party. No failure to exercise any right, power, or remedy shall operate as a waiver thereof. No waiver of any breach shall constitute a waiver of any succeeding breach.

9. Entire Agreement

This Agreement, in conjunction with the terms and conditions stated in any written Proposal, constitutes the sole and entire agreement between the parties with respect to the subject matter hereof and supersedes all previous discussions, representations, agreements, and commitments.

10. Assignment

Neither party shall assign its rights or obligations under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, either party may assign this Agreement to a parent company, subsidiary, affiliate, or in connection with the sale of substantially all assets upon ten (10) days prior written notice.

11. Severability

All rights and restrictions contained herein may be exercised and shall be applicable only to the extent that they do not violate applicable laws. If any term of this Agreement shall be held to be illegal, invalid, or unenforceable, the remaining terms shall remain in full force and effect. To the extent legally permissible, any illegal, invalid, or unenforceable provision shall be replaced by a valid provision implementing the commercial purpose of the original provision.

12. Force Majeure

Neither Party will be deemed in default under this Agreement because of failure to perform any obligation if such failure is caused by fire, embargo, strike, war, acts of God, or other cause beyond such Party's reasonable control.

13. Indemnification

To the extent that a third party makes a claim against DigitalTreehouse, the Advertiser agrees to indemnify and hold harmless DigitalTreehouse and its officers, directors, employees, partners, successors, agents, affiliates, and subsidiaries from and against any and all claims, suits, damages, fines, penalties, judgments, liabilities, and expenses (including reasonable attorneys' fees) arising out of or in connection with: (i) Advertiser's content or use of Services; (ii) any actual or alleged violation of any term of this Agreement; or (iii) violation of applicable state or federal law.

14. Contact Us

If you have questions about these terms, please contact us. You may also review our privacy policy for information on how we handle your data, or visit our services page to learn more about what we offer.