Terms & Conditions
These Terms and Conditions ("Terms") govern your use of our digital infrastructure and the advanced digital marketing services ("Services") provided by Chrysels Digital Advertising LLC ("us", "we", or "our"). By accessing our site (Chrysels Digital Advertising LLC) or initiating a Service Agreement, you agree to be bound unconditionally by these Terms.
1. Scope of Digital Services
The specific architectural scope of Services, including deliverables (e.g., SEO implementations, PPC campaign structures, conversion funnels), projected timelines, and deployment fees, will be outlined in a separate Master Service Agreement (MSA) or Statement of Work ("SOW") executed by both parties. These Terms are implicitly incorporated into any active SOW.
2. Financial Protocol & Payment Terms
Client agrees to remit all fees as codified in the SOW. Agency retainers and ad-spend management fees are due in advance of the service period to ensure uninterrupted campaign velocity. Late payments will incur a 1.5% monthly compounding interest charge and may trigger an automated suspension of Services and ad accounts until the balance is neutralized.
3. Intellectual Property & Code Ownership
All pre-existing intellectual property of each party remains sovereign. Any new algorithmic models, custom scripts, landing page architectures, creative ad assets, or proprietary dashboards ("Work Product") developed by Chrysels Digital Advertising LLC during the provision of Services remain our intellectual property until financial completion. Upon full execution of payment, we grant the Client a non-exclusive, perpetual license to utilize the final front-end Work Product for internal scaling purposes.
4. Client operational Responsibilities
The Client assumes responsibility to provide unimpeded, immediate access to necessary technical resources, including server environments, CRM databases, Google Analytics/Tag Manager properties, ad network accounts, and brand assets required for us to execute the Services. Delays in provisioning these assets directly nullify projected timelines and hold the agency harmless for delayed traction.
5. Strict Confidentiality (NDA)
Both entities agree to keep strictly confidential all non-public information obtained from the other party during the engagement lifecycle. This includes algorithmic strategies, financial ledger data, backend Campaign Data, and conversion architectures. This obligation extends in perpetuity beyond the termination of the agreement.
6. Contract Termination
Standard MSAs require a 30-day written notice for offboarding. We reserve the right to terminate Services immediately and block access to proprietary assets for a material breach of these Terms, including failure to fund ad accounts or non-payment of agency fees. Upon termination, the Client is liable for all hours logged and fees incurred up to the timestamp of termination.
7. Disclaimer of Algorithmic Warranties
Our digital marketing Services are provided on a best-effort basis. We disclaim all warranties, express or implied. Due to the volatile nature of search engine algorithms (e.g., Google Core Updates) and auction-based ad networks, we do not legally guarantee specific financial outcomes, such as guaranteed ROAS, exact organic SERP rankings, or fixed Cost-Per-Acquisition (CPA), as these depend heavily on market elasticity and competitor interference.
8. Limitation of Liability
Our maximum total liability to the Client for any claim arising out of system failures, ad spend anomalies, or service interruptions shall absolutely not exceed the total agency management fees (excluding raw ad spend) paid by the Client to Chrysels Digital Advertising LLC in the one (1) month preceding the incident. We hold zero liability for indirect, punitive, or consequential revenue loss.
9. Governing Jurisdiction
These Terms shall be governed by and constructed in accordance with prevailing laws of the relevant state, utilizing binding arbitration for dispute resolution, overriding conflict of law principles.
10. Protocol Modifications
We reserve the right to patch or modify these Terms to align with new digital legislation at any time. Continued deployment of our Services after protocol updates constitutes binding acceptance.