1. Agreement to these terms

These Terms of Service ("Terms") apply to your use of digitalbestpractice.com and our landing pages (the "Site"). They also apply to any marketing, advertising, website, SEO, social media, listings, AI, or related services we provide (the "Services"). By using the Site, submitting a form, booking a call, or buying Services, you agree to these Terms and our Privacy Policy.

If you accept these Terms for a business, you confirm you have authority to bind that business. In that case, "you" and "Client" mean the business.

Order of precedence. Many Services come with a signed proposal, statement of work, order form, or service agreement (an "Order"). If an Order conflicts with these Terms, the Order controls for that engagement. These Terms fill in anything the Order does not address.

2. Who may use the Site

You must be at least 18. The Site and Services are intended for businesses and professionals.

3. Using the Site

You agree not to:

• break any law or anyone else's rights;
• submit false information or someone else's contact details without permission;
• send spam, malware, or automated form submissions, or try to break, overload, or scrape the Site;
• copy, resell, or reuse Site content, pricing, or materials except as allowed in Section 10.

We may change, suspend, or discontinue any part of the Site at any time. Prices and package descriptions on the Site are for information only. They are not a binding offer until confirmed in an Order or invoice. We may correct pricing or content errors at any time.

4. Our Services

We provide digital marketing services. They may include search engine optimization (SEO), local SEO and Google Business Profile management, directory and citation listings, Google Ads and other pay-per-click (PPC) management, Meta (Facebook/Instagram) and other social advertising, social media management, content, design, video, websites (including AI-assisted websites), AI chat and phone agents, and related consulting.

• Scope. The Order describes what is included. Work outside that scope is billed separately, at our then-current rates or as quoted.
• How we work. We decide the methods, tools, and staffing for the Services.
• Subcontractors. Some Services are performed, in whole or in part, by vetted subcontractors and contractors under our direction. We are responsible for their work under these Terms. They must keep your information confidential. We do not disclose the identity of our subcontractors.
• AI tools. We may use artificial-intelligence tools to help draft, design, analyze, or automate work. A person reviews deliverables before they go to you, but you are responsible for final review and approval of anything published under your name (see Section 6).

5. No guarantee of rankings, traffic, leads, or results

We do not and cannot guarantee any specific results. That includes search rankings (#1 or otherwise), placement in Google Maps, the "local pack," AI search answers or AI overviews, traffic, impressions, clicks, calls, leads, conversions, sales, return on ad spend, reviews, follower counts, or approval of any ad, listing, or account.

Results depend on factors we do not control. These include Google, Meta, and other platforms and their algorithms, policies, auctions, and outages; competitors; your budget, website, offer, pricing, reviews, and follow-up on leads; and the market. Any examples, case studies, projections, or estimates we share are illustrations based on past or typical work. They are not promises. Platforms such as Google and Meta may approve, reject, limit, suspend, or remove ads, profiles, listings, or accounts at their discretion. We will help you work through those issues, but we are not responsible for platform decisions.

6. Your responsibilities as a client

You agree to:

1. Give us accurate information and timely access. This includes logins or user permissions, brand assets, approvals, and feedback. If you are late, timelines move, and fees continue under the Order.
2. Own your accounts. Ad accounts, analytics, Google Business Profile, domains, hosting, and social pages should be owned by you and shared with us as a user. Where we create an account for you, we will transfer ownership or admin access to you on request once your account is paid in full.
3. Be truthful in your marketing. You are responsible for the truth of your business claims, offers, prices, licenses, and credentials. You are also responsible for following the laws and platform policies that apply to your business, including advertising rules for regulated industries.
4. Have the rights to what you give us. You must have the rights to all content, logos, photos, testimonials, and data you provide, and permission to let us use them.
5. Have consent for contact lists. If you give us customer lists, for example for review requests, email, SMS, or ad audiences, you confirm you collected that data lawfully. You also confirm you have any consent required, including prior express written consent for marketing texts or calls under the Telephone Consumer Protection Act (TCPA), and you will honor opt-outs. We act on your behalf as your service provider for that data.
6. Review and approve. You are responsible for reviewing content, ads, and websites before or promptly after they go live, and for telling us about errors.
7. Own your legal pages. You are responsible for your own website's privacy policy, cookie consent, and legal compliance, unless the Order says we will provide them. Even then, we are not your lawyers.

7. Fees, payment, and ad spend

• Fees. Fees, setup or activation fees, and billing frequency are as stated in the Order or invoice. Setup or activation fees are disclosed upfront before you sign.
• Billing. Unless the Order says otherwise, monthly fees are billed in advance and are due [upon receipt / within X days of invoice]. Recurring fees are charged automatically to your payment method on file, if you authorized that.
• Ad spend is separate. Advertising spend on Google, Meta, and other platforms is not included in our management fees unless the Order says so. Ad spend is normally billed by the platform directly to your payment method. If our management fee is calculated as a percentage of ad spend, the Order will say so.
• Third-party costs. Software, plugins, themes, stock media, domain, hosting, directory, or tool costs are extra unless the Order includes them.
• Late payment. If a payment is more than [10] days late, we may pause the Services and ad campaigns, remove our access, and charge a late fee of [1.5% per month, or the maximum allowed by law if lower] on the overdue balance. You are responsible for reasonable collection costs where the law allows.
• Disputes and chargebacks. Please tell us about any billing question within [30] days of the charge so we can fix it. A chargeback filed without first contacting us may result in suspension of Services.
• Taxes. Fees do not include sales or similar taxes, which you are responsible for where they apply.
• Price changes. We may change recurring prices with at least [30] days' written notice. The change takes effect at your next billing cycle after the notice period.

8. Term, cancellation, and refunds

• Initial term. Most recurring Services have an initial commitment period, typically 90 days. Larger SEO campaigns may be longer. The Order states the exact term.
• After the initial term, Services continue month-to-month until cancelled.
• How to cancel. Cancel any time after the initial term by giving 30 days' written notice to hello@digitalbestpractice.com. Email is enough. No cancellation fee applies after the initial term. Fees for the notice period are still due. If you cancel during the initial term, the remaining fees for that term are due unless the Order says otherwise.
• Our right to end. We may suspend or end Services on written notice if you do not pay, materially breach these Terms or an Order, ask us to do something unlawful or against platform policy, or act abusively toward our team. We may also end Services for any reason on [30] days' notice and refund any prepaid fees for work not performed.
• Refunds. Because our Services involve time, labor, and third-party costs, fees are non-refundable once the work for that period has started. That includes setup and activation fees once onboarding begins, and the current month's fee. Exceptions: if we fail to deliver a material part of the Services in the Order and do not fix it within [15] days after your written notice, we will credit or refund the fees for the undelivered part. Ad spend paid to platforms is controlled by those platforms and is not refundable by us. Nothing here limits any refund rights the law gives you that cannot be waived.
• Offboarding. When Services end and your account is paid in full, we will remove our access as you direct. We will also transfer, or confirm you have, ownership of your accounts and paid deliverables. Monitoring, reporting, and ongoing optimization stop on the end date. Certain work may not stay in place after we stop. Examples are directory listings maintained through subscription networks, rented call-tracking numbers, and licensed software or plugins. We will tell you what to expect.

9. Confidentiality

Each of us will keep the other's non-public business information confidential and use it only for the engagement, except as the law requires. This does not cover information that is public, already known to the receiving party, or independently developed. Our employees and subcontractors are bound by confidentiality obligations.

10. Intellectual property

• Our Site. The Site, its text, design, graphics, logos, and code belong to Digital Best Practice or its licensors. You may view and share pages for personal or internal business purposes. Do not copy or republish them without written permission.
• Your materials. You keep ownership of everything you give us. You give us a limited license to use it to perform the Services.
• Deliverables. Once you have paid in full, you own the final deliverables we create specifically for you and that you accepted, such as website content and design, ad copy and creative, and logos, unless the Order says otherwise. Until then, we grant you a limited license to use them while your account is in good standing.
• What we keep. We keep ownership of our pre-existing and general materials. These include templates, frameworks, processes, code libraries, tools, dashboards, reporting systems, AI prompts and workflows, and know-how. If any of these are built into a deliverable, you get a non-exclusive, perpetual license to use them as part of that deliverable.
• Third-party materials. Stock photos, fonts, themes, plugins, and software are licensed under their owners' terms, which you agree to follow.
• AI-generated content. Some content may be created with AI assistance. The law on ownership of AI-generated material is unsettled. We do not promise that such content can be registered for copyright or will be unique.
• Portfolio. Unless you tell us in writing not to, we may list your business name and logo as a client and show non-confidential work samples in our portfolio and marketing.
• Copyright complaints. If you believe something on our Site infringes your copyright, email hello@digitalbestpractice.com. Include the work, the location of the material, your contact details, and a statement that you have a good-faith belief the use is not authorized. We will respond promptly.

11. Third-party platforms and links

Our Services rely on platforms such as Google, Meta, website hosts, directories, scheduling, and messaging tools. Your use of them is also governed by their terms. We are not responsible for their availability, policies, data practices, or changes. Links on our Site to other websites are provided for convenience, and we are not responsible for those sites.

12. Testimonials and reviews

Reviews shown on our Site come from real clients on third-party platforms or are given with the client's permission. Individual results vary (see Section 5). For clients, we follow applicable rules on reviews and endorsements, including the FTC's rule on fake reviews and testimonials. We do not write fake reviews, buy reviews, or "gate" reviews (for example, asking only happy customers to post reviews).

13. Text message (SMS) program terms

These terms apply to text messages from Digital Best Practice:

• Program. "Digital Best Practice" texts about inquiries, appointment confirmations and reminders, account and service updates, and, only if you separately agreed, marketing offers.
• Consent. By checking the SMS box on our form or texting us first, you agree to receive texts from Digital Best Practice at the number you provided. Marketing texts may be sent using automated technology. Consent is not a condition of purchase.
• Frequency. Message frequency varies.
• Costs. Message and data rates may apply.
• Opt out. Reply STOP to any message to unsubscribe. We will confirm your opt-out. You may also opt out by any other reasonable means, such as telling us by text, email, or phone.
• Help. Reply HELP for help, or contact hello@digitalbestpractice.com or (909) 631-8152 [CONFIRM].
• Carriers. Carriers are not liable for delayed or undelivered messages.
• Privacy. See our Privacy Policy. We do not share mobile numbers or SMS opt-in data with third parties or affiliates for their marketing.

14. Disclaimers

THE SITE AND ITS CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE." EXCEPT AS EXPRESSLY STATED IN AN ORDER, AND TO THE FULLEST EXTENT ALLOWED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED. THESE INCLUDE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY OF RESULTS (SEE SECTION 5). We do warrant to clients that we will perform the Services in a professional manner consistent with generally accepted industry practices.

Content on the Site, including blog posts, tools, audits, and AI-generated answers, is general information. It is not legal, tax, financial, or other professional advice.

15. Limitation of liability

TO THE FULLEST EXTENT ALLOWED BY LAW:

• No indirect damages. Neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, data, goodwill, or business opportunity, even if warned they could happen.
• Cap. Our total liability for all claims relating to the Site or Services is limited to the fees you paid us for the Services in the three (3) months before the event that caused the claim, or $100 if you have not bought Services.
• Exceptions. These limits do not apply to liability that cannot be limited by law, including liability for fraud, willful injury, or gross negligence (see California Civil Code § 1668). They also do not apply to your payment obligations or your indemnity duties.

16. Indemnification

Client will defend, indemnify, and hold harmless Digital Best Practice, its owners, employees, and subcontractors from third-party claims, losses, and reasonable attorneys' fees arising from: (a) content, data, or contact lists you provide; (b) your products, services, offers, or business claims; (c) your violation of law (including the TCPA, CAN-SPAM, and privacy laws) or platform policies; or (d) your breach of these Terms or an Order.

We will defend and indemnify you from third-party claims that a deliverable we created, as delivered by us, infringes someone's U.S. copyright or trademark. This does not apply to materials you supplied or changes you made.

17. Dispute resolution and arbitration

1. Talk first. Before filing a claim, the party with the dispute must send written notice describing it, to us at hello@digitalbestpractice.com and our mailing address in Section 20, or to you at the contact details we have. We both agree to try in good faith to resolve it informally for 30 days.
2. Binding arbitration. If it is not resolved, any dispute arising from or relating to these Terms, the Site, or the Services will be resolved by binding individual arbitration. The American Arbitration Association ("AAA") will administer it under its Commercial Arbitration Rules. If you are an individual using the Site for personal purposes, its Consumer Arbitration Rules apply instead, including their fee limits. A single arbitrator will decide the dispute. The arbitration will take place in San Bernardino County, California, or by video or phone if both sides agree. The Federal Arbitration Act governs this Section 17.
3. Exceptions. Either party may (a) bring an individual claim in small claims court, or (b) go to court for an injunction to protect intellectual property or confidential information. Claims for public injunctive relief under California law are not waived. They will be decided by a court after any arbitrable claims are resolved.
4. No class actions. Claims may be brought only on an individual basis, not as a plaintiff or class member in any class, collective, or representative proceeding, to the extent the law allows. If this class-action waiver is found unenforceable for a claim, that claim will go to court, not arbitration.
5. Opt-out. You may opt out of this arbitration agreement by emailing hello@digitalbestpractice.com within 30 days after you first accept these Terms. Use the subject "Arbitration Opt-Out" and include your name and business name.
6. Attorneys' fees. In any arbitration or court action relating to these Terms or an Order, the prevailing party may recover reasonable attorneys' fees and costs, unless the applicable arbitration rules or law provide otherwise.

18. Governing law and venue

These Terms are governed by the laws of the State of California, without regard to its conflict-of-law rules. Any court proceeding allowed under Section 17 must be brought in the state or federal courts located in San Bernardino County, California, and both parties consent to those courts' jurisdiction.

19. General terms

• Changes. We may update these Terms. The new version will be posted here with a new "Last updated" date. Changes do not alter a signed Order during its current term unless both parties agree in writing.
• Force majeure. Neither party is liable for delays caused by events beyond reasonable control. Examples are platform outages or policy changes, internet failures, natural disasters, and government action. This does not excuse payment.
• Independent contractors. We are an independent contractor, not your employee, agent, or partner.
• Non-solicitation. During the engagement and for [12] months afterward, you agree not to directly hire or engage our employees or subcontractors who worked on your account without our written consent. [Attorney review: confirm enforceability under California law.]
• Assignment. You may not assign these Terms without our consent. We may assign them in connection with a merger, acquisition, or sale of our business.
• Severability. If any part is unenforceable, it will be enforced to the extent possible and the rest remains in effect.
• No waiver. Not enforcing a right is not a waiver of it.
• Entire agreement. These Terms, the Privacy Policy, and any Order are the entire agreement on their subject.
• Notices. We may send notices by email to the address you gave us. Send notices to us at the contact details below.
• Electronic signatures. Electronic acceptance, signatures, and records are valid and binding.

20. Contact