Last Updated: June 11, 2020

Welcome to Roads Digital Marketing. These Terms and Conditions of Service (“Terms”) govern your use of our website, services, and any other products provided by Roads Digital Marketing (“we,” “our,” “us,” or “the Company”). By accessing or using our website or services, you agree to comply with and be bound by these Terms. Please read them carefully.

1. Acceptance of Terms

By accessing or using our website and services, you acknowledge that you have read, understood, and agree to be bound by these Terms, including any future modifications. If you do not agree to these Terms, you must not access or use our website or services.

2. Changes to Terms

Roads Digital Marketing reserves the right to update or modify these Terms at any time without prior notice. Changes will become effective upon posting on our website. Your continued use of our services after such changes are posted constitutes your acceptance of the new Terms. We encourage you to periodically review the Terms to stay informed of any updates.

3. Services Provided

Roads Digital Marketing offers a variety of digital marketing services, including but not limited to, social media management, content creation, search engine optimization (SEO), email marketing, pay-per-click (PPC) campaigns, web development, and brand strategy consulting (“Services”). All Services are provided as detailed in our service agreements, which are individually tailored to each client’s needs.

4. Client Responsibilities

Clients are expected to provide Roads Digital Marketing with accurate and complete information necessary for the provision of Services. This includes access to relevant accounts, platforms, and any materials required for the execution of agreed-upon marketing strategies. Clients are also responsible for maintaining the confidentiality of their login credentials for any platforms we may access on their behalf.

5. Service Fees and Payment

Service fees for Roads Digital Marketing’s offerings are outlined in individual client contracts. All payments are due in accordance with the terms specified in your contract. Unless otherwise agreed upon in writing, payments are required before the commencement of Services. Late payments may result in a suspension or termination of Services at our discretion.

Roads Digital Marketing accepts payment via credit card, bank transfer, and other methods as agreed upon in the service contract. Any applicable taxes will be added to the fees and are the responsibility of the client. Clients agree to pay all costs of collection, including legal fees, incurred by Roads Digital Media in the event of non-payment.

6. Term and Termination

The term of your engagement with Roads Digital Marketing will be outlined in your service contract. Either party may terminate the agreement with or without cause upon providing the other party with a written notice as specified in the contract.

Upon termination, all outstanding fees for Services rendered up to the termination date will become immediately due and payable. Roads Digital Marketing reserves the right to retain any deposits or prepayments made, as outlined in the service contract, to cover any work completed prior to termination.

7. Confidentiality

Both Roads Digital Marketing and the client agree to maintain the confidentiality of all information shared during the course of the Services. This includes but is not limited to, marketing strategies, proprietary techniques, business information, and any other confidential data. Both parties agree not to disclose any such information to third parties without the express written consent of the other party, except as required by law.

8. Intellectual Property Rights

All content, including but not limited to, text, graphics, logos, images, and software provided by Roads Digital Marketing remains the property of the Company or its licensors. Clients may use materials created by Roads Digital Marketing solely for their intended purpose as outlined in the service contract. Any unauthorized use, reproduction, modification, or distribution of such materials is strictly prohibited.

Upon full payment of all fees due, Roads Digital Marketing grants the client a non-exclusive, non-transferable license to use the deliverables created under the service contract. This license is limited to the scope of the client’s business as defined in the service contract.

9. Warranties and Disclaimers

Roads Digital Marketing will use reasonable efforts to provide the Services in a professional and workmanlike manner. However, we do not warrant or guarantee any specific results from the use of our Services. The success of marketing campaigns depends on various factors, many of which are outside the control of Roads Digital Media.

All Services are provided “as is” and “as available” without any warranties, express or implied, including but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

10. Limitation of Liability

To the fullest extent permitted by law, Roads Digital Marketing shall not be liable for any direct, indirect, incidental, special, consequential, or punitive damages arising out of or related to your use of our Services, even if we have been advised of the possibility of such damages. This includes but is not limited to, loss of profits, business interruption, loss of data, or other intangible losses.

In no event shall the total liability of Roads Digital Marketing for any damages, losses, and causes of action exceed the amount paid by you for the Services during the twelve (12) months preceding the date the claim arose.

11. Indemnification

You agree to indemnify, defend, and hold harmless Roads Digital Marketing, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses, including legal fees, arising out of or related to your use of the Services, breach of these Terms, or violation of any rights of a third party.

12. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of law principles. Any disputes arising out of or related to these Terms or the Services shall be resolved through good faith negotiations. If a resolution cannot be reached, the dispute shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association, with the arbitration to be held in Chicago, Illinois.

13. Force Majeure

Roads Digital Marketing shall not be liable for any failure to perform its obligations under these Terms if such failure results from circumstances beyond our reasonable control, including but not limited to, acts of God, natural disasters, wars, civil disturbances, acts of terrorism, pandemics, governmental actions, or interruptions in telecommunications or internet services.

14. Relationship of Parties

The relationship between Roads Digital Marketing and the client is that of independent contractors. Nothing in these Terms or the service contract shall be construed to create a partnership, joint venture, or agency relationship between the parties.

15. Assignment

Clients may not assign or transfer any rights or obligations under these Terms without the prior written consent of Roads Digital Marketing. We may assign our rights and obligations under these Terms without your consent in the event of a merger, acquisition, or sale of all or substantially all of our assets.

16. Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision that comes closest to the intention underlying the original provision.

17. Entire Agreement

These Terms, together with any service contract, constitute the entire agreement between you and Roads Digital Marketing regarding the use of our Services and supersede all prior and contemporaneous agreements, understandings, representations, and warranties, whether written or oral, regarding such subject matter.

By using our website and Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. Thank you for choosing Roads Digital Marketing for your digital marketing needs.