Last updated: December 2024
Welcome to Digital Wins. These Terms and Conditions ("Terms") govern your use of our website located at digitalwins.ai ("Website") and the digital marketing services ("Services") provided by Your Ad Squad, LLC, doing business as Digital Wins ("Company," "we," "us," or "our").
By accessing our Website or engaging our Services, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use our Website or Services.
By accessing or using the Website, engaging our Services, or entering into a service agreement with us, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy.
If you are entering into these Terms on behalf of a business or other legal entity, you represent that you have the authority to bind such entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not use the Services.
You must be at least 18 years of age to use our Services. By using our Services, you represent and warrant that you meet this age requirement.
Digital Wins provides digital marketing services, including but not limited to:
The specific Services to be provided will be outlined in your service agreement, proposal, or statement of work. We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time with reasonable notice.
While we strive to achieve the best possible results for our clients, we cannot guarantee specific rankings, traffic increases, or business outcomes. Search engine algorithms and AI platforms are controlled by third parties and are subject to change without notice.
To enable us to perform our Services effectively, you agree to:
Failure to fulfill these obligations may impact our ability to deliver Services and may result in delays or reduced effectiveness of campaigns.
Fees: Service fees will be outlined in your service agreement or proposal. All fees are quoted in U.S. dollars unless otherwise specified.
Payment Schedule: Unless otherwise agreed, invoices are due upon receipt. Recurring services are billed monthly in advance. We accept major credit cards, ACH transfers, and checks.
Late Payments: Invoices not paid within 15 days of the due date may be subject to a late fee of 1.5% per month (or the maximum rate permitted by law, whichever is less). We reserve the right to suspend Services for accounts with outstanding balances exceeding 30 days.
Refunds: Due to the nature of digital marketing services, fees for work already performed are non-refundable. Prepaid fees for future services may be refundable on a prorated basis at our discretion.
Taxes: Fees do not include applicable taxes. You are responsible for paying any taxes associated with your purchase of Services.
Client Materials: You retain all ownership rights to content, trademarks, and other materials you provide to us ("Client Materials"). You grant us a non-exclusive license to use Client Materials solely for the purpose of providing our Services.
Deliverables: Upon full payment, you will own the rights to custom content, graphics, and other deliverables specifically created for you as part of our Services ("Deliverables"), except for any pre-existing materials or third-party components.
Our Property: We retain all rights to our proprietary tools, methodologies, processes, software, frameworks, and general knowledge developed before or during the engagement. Nothing in these Terms transfers ownership of our intellectual property to you.
Portfolio Rights: Unless otherwise agreed in writing, we may reference our work with you in our portfolio, case studies, and marketing materials.
Both parties agree to keep confidential any proprietary or sensitive information shared during the course of our engagement ("Confidential Information"). This includes, but is not limited to, business strategies, customer data, pricing information, and technical specifications.
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is independently developed without use of Confidential Information; or (d) is rightfully obtained from a third party without restriction.
The obligation of confidentiality will survive termination of these Terms for a period of two (2) years.
We warrant that our Services will be performed in a professional and workmanlike manner consistent with industry standards.
DISCLAIMER: EXCEPT AS EXPRESSLY SET FORTH HEREIN, OUR SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
We do not warrant or guarantee:
Search engine and AI platform algorithms are proprietary and subject to change without notice. Results may vary based on numerous factors outside our control.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL DIGITAL WINS, YOUR AD SQUAD, LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR OUR SERVICES.
OUR TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO US DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE CLAIM.
These limitations apply regardless of the theory of liability and even if we have been advised of the possibility of such damages. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you.
You agree to indemnify, defend, and hold harmless Digital Wins, Your Ad Squad, LLC, and its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your breach of these Terms; (b) your violation of any applicable law or regulation; (c) your infringement of any third-party rights, including intellectual property rights; (d) any content or materials you provide to us; or (e) your use of our Services in a manner not authorized by these Terms.
Termination by Client: You may terminate Services at any time by providing written notice. Unless otherwise specified in your service agreement, no long-term contracts are required. You will be responsible for payment of all Services rendered through the effective date of termination.
Termination by Us: We may terminate or suspend Services immediately, without prior notice or liability, if you breach these Terms, fail to pay fees when due, or engage in conduct that we reasonably believe is harmful to our business or reputation.
Effect of Termination: Upon termination: (a) your right to use our Services will immediately cease; (b) we will provide reasonable assistance in transitioning Services, subject to payment of any outstanding fees; (c) provisions of these Terms that by their nature should survive will continue in effect.
Data Retention: Following termination, we may retain copies of your data for a reasonable period for legal, accounting, or administrative purposes. We will delete or anonymize such data in accordance with our data retention policies.
These Terms and any disputes arising out of or related to these Terms or our Services shall be governed by and construed in accordance with the laws of the State of Michigan, United States, without regard to its conflict of law provisions.
Any legal action or proceeding arising out of or related to these Terms shall be brought exclusively in the state or federal courts located in Ingham County, Michigan. You consent to the personal jurisdiction and venue of such courts and waive any objection based on inconvenient forum.
Dispute Resolution: Before initiating any legal proceeding, the parties agree to attempt to resolve any dispute through good-faith negotiation. If negotiation fails, the parties may agree to mediation before pursuing litigation.
We reserve the right to modify these Terms at any time. If we make material changes, we will notify you by updating the "Last updated" date at the top of these Terms and, where appropriate, providing additional notice (such as via email or through our Website).
Your continued use of our Services after any changes become effective constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using our Services.
If you have any questions about these Terms or our Services, please contact us: