1. Services Overview
Digital Transition Marketing (“Agency,” “we,” “us,” or “our”) provides advanced, AI-driven marketing and technology services. These services include, but are not limited to: AI-powered advertising campaign optimization, cinematic CGI and immersive content creation, data analytics, business process automation, voice search optimization, and predictive market analysis. All deliverables are conceptualized, created, and executed using our proprietary tools and platforms (e.g., NeuroTarget™, CelestialRender®). Specific services, deliverables, timelines, and fees will be explicitly defined in a separate Statement of Work (“SOW”) or service agreement for each client (“Client,” “you,” or “your”).
2. Client Responsibilities
You hereby agree to: Provide accurate, complete, and up-to-date business information, marketing goals, and target audience details; Grant necessary access to required advertising platforms, social media accounts, analytics dashboards, and other software tools for the duration of the service period; Secure and provide proof of all necessary third-party permissions, licenses, and clearances for any trademarked, copyrighted, or licensed assets you provide; Notify the Agency in writing, within 48 hours of discovery, of any specific regulatory or compliance concerns relevant to your industry (e.g., GDPR, CCPA, HIPAA) that may impact service delivery.
3. Intellectual Property Rights
Pre-Existing Materials: Each party shall retain sole and exclusive ownership of any intellectual property rights they owned prior to the engagement or develop independently outside of this agreement.
Deliverables: Upon receipt of full and final payment for services, the Agency grants the Client an exclusive, perpetual, worldwide license to use the final deliverables (e.g., ad creatives, campaign designs, reports) for their intended business purposes. Notwithstanding the foregoing, the Agency retains all ownership rights to its proprietary methodologies, processes, underlying software, AI models, algorithms, know-how, and workflow frameworks (“Our Tools”). Example: You own the final ad creative; we own the AI system that generated and optimized it.
Portfolio Use: The Agency retains the right to showcase the work product, including screenshots and results, in its professional portfolio, marketing materials, and case studies, unless the project is explicitly covered by a mutually executed Non-Disclosure Agreement (NDA).
4. AI & Data Usage
Input Data: The Client grants the Agency a limited, non-exclusive, royalty-free license to use, process, and analyze the data, materials, and assets provided by the Client (“Client Data”) solely for the purpose of performing the services outlined in the SOW.
AI Transparency: The Client acknowledges that the Agency utilizes artificial intelligence and machine learning tools in the creation and optimization of deliverables. All AI-generated content is subject to human review, editing, and quality assurance to align with brand standards and campaign objectives.
Prohibited Use: The Client is expressly prohibited from reverse-engineering, decompiling, copying, or reselling the Agency’s proprietary tools, AI models, or software platforms. The Client may not use the deliverables for any unlawful, fraudulent, or malicious purpose.
5. Payments & Fees
Pricing Models: Services are offered under the following models: Hourly Rate: $150 – $300 per hour, typically applied for out-of-scope requests or additional consultancy. Monthly Retainer: A fixed, recurring fee for ongoing services, billed in advance on a monthly or quarterly basis. One-Time Project Fee: A fixed total cost for a defined set of deliverables, as specified in an SOW, typically payable in milestones.
Payment Terms: Invoices are due net 15 upon receipt unless otherwise stated in the SOW. The Agency reserves the right to pause services immediately for any overdue invoice.
Late Payments: Any invoice not paid in full by its due date shall accrue interest at the rate of 5% per month (or the maximum rate allowed by law, if lower), compounded monthly. The Client shall also be responsible for all reasonable costs of collection, including legal fees.
Refunds: Due to the custom, digital, and intellectual nature of our services, all fees paid are non-refundable. The Agency does not offer refunds for completed work, strategic time invested, or deliverables that have been approved by the Client.
6. Confidentiality
Both parties agree to maintain the confidentiality of any proprietary or sensitive information disclosed during the engagement (“Confidential Information”), including business strategies, marketing plans, AI prompt structures, and financial information. This obligation of confidentiality shall survive the termination of this agreement. This clause does not apply to information that is or becomes publicly available through no fault of the receiving party, was already rightfully in the receiving party's possession, or is independently developed.
7. Term and Termination
Term: This agreement shall commence on the effective date of the first SOW and continue until all SOWs are completed or terminated as provided herein.
Termination for Convenience: The Client may terminate this agreement or any active SOW by providing a 30-day written notice. The Client remains responsible for all fees for work completed and expenses incurred up to the termination date.
Termination for Cause: The Agency may terminate this agreement immediately upon written notice for the following reasons: (i) Non-payment of any amount due that is more than 15 days overdue; (ii) A material breach of this agreement by Client that is not cured within 10 days of notice; (iii) Any unlawful or unethical request made by the Client, including demands for black-hat SEO, fake reviews, or fraudulent advertising.
8. Limitation of Liability
No Guarantees: The Agency will perform all services in a professional and workmanlike manner. However, the Client acknowledges that the marketing and advertising industry is inherently uncertain. The Agency does not guarantee any specific business outcome, financial result, ranking position, or key performance indicator (KPI).
Cap on Damages: To the fullest extent permitted by law, the Agency’s total aggregate liability to the Client for any and all claims arising out of or related to this agreement, whether in contract, tort, or otherwise, shall be limited to the total amount of fees paid by the Client to the Agency under the relevant SOW in the six (6) months immediately preceding the event giving rise to the claim.
9. Third-Party Assets
Licensed Assets: The Agency may incorporate third-party licensed assets such as stock photography, fonts, music, or video clips into deliverables. These assets are sourced from reputable platforms (e.g., Adobe Stock, Envato Elements, Unsplash) and include the appropriate licenses for commercial use as part of the final deliverable.
Client-Supplied Assets: The Client represents and warrants that any assets provided to the Agency for use in the project are legally obtained, do not infringe upon any third-party rights, and the Client has the necessary authority to grant the Agency a license to use them. The Agency is indemnified by the Client against any claims arising from Client-supplied assets.
