Terms and Conditions

1. Acceptance of Terms

By accessing and using the services of River Stone Web Studio ("the Agency", "we", "us", or "our"), you ("the Client", "you", or "your") acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions. These terms constitute a legally binding agreement between you and River Stone Web Studio.

If you are entering into this agreement on behalf of a company 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 do not agree with these terms, you must not use our services.

2. Services Provided

River Stone Web Studio provides the following digital marketing services:

• White-Hat SEO Services: Search engine optimization including technical audits, keyword research, content optimization, link building, and local SEO.
• Email Marketing: Strategy development, campaign creation, automation setup, A/B testing, and performance analysis.
• Advertising Campaigns: Management of paid advertising across Google Ads, Microsoft Ads, social media platforms, and native advertising networks.
• Digital Marketing Strategy: Comprehensive marketing planning, competitor analysis, and performance optimization.
• Analytics and Reporting: Implementation of tracking systems and regular performance reporting.

Specific services to be provided will be detailed in a separate Statement of Work (SOW) or Service Agreement for each client engagement.

3. Client Responsibilities

To enable us to provide services effectively, you agree to:

• Provide accurate and complete information about your business, goals, and target audience
• Grant necessary access to your website, analytics accounts, advertising accounts, and other relevant platforms
• Respond to requests for information, feedback, or approvals in a timely manner
• Provide login credentials and administrative access to necessary platforms as required for service delivery
• Ensure that all content, materials, and information provided to us are accurate, lawful, and do not infringe on any third-party rights
• Maintain adequate website hosting that meets minimum performance and security standards

4. Payment Terms

Our services are provided on either a project basis or retainer basis, as specified in your Service Agreement:

• Project-Based Services: Payment is typically structured as 50% upfront and 50% upon completion, unless otherwise specified in the Service Agreement.
• Retainer Services: Monthly fees are billed in advance on the first day of each service month. Payment is due within 14 days of invoice date.
• Advertising Budgets: Client is responsible for funding advertising accounts directly or reimbursing the Agency for ad spend within 7 days of invoice.
• Late Payments: Payments overdue by more than 30 days may result in suspension of services. A late fee of 1.5% per month may be applied to overdue balances.

5. Performance and Results

While we employ industry best practices and work diligently to achieve positive results, we cannot guarantee specific outcomes, including but not limited to:

• Specific ranking positions in search engines
• Exact traffic volume increases
• Specific conversion rates or return on investment
• Algorithm changes by third-party platforms (Google, Facebook, etc.)

Search engine algorithms and digital marketing platforms change frequently and are beyond our control. We make no warranties regarding the performance of any particular strategy or tactic.

6. Intellectual Property

Client Materials: You retain ownership of all intellectual property that you owned prior to this agreement or create independently of this engagement.

Agency Materials: We retain ownership of our proprietary methodologies, tools, templates, and pre-existing intellectual property. Upon full payment, you receive a non-exclusive, perpetual license to use deliverables specifically created for you.

Third-Party Materials: Any third-party tools, software, or assets used in delivering services remain the property of their respective owners and are subject to their own licensing terms.

7. Confidentiality

Both parties agree to maintain the confidentiality of proprietary information received from the other party during the term of this agreement and for 3 years thereafter. Confidential information includes, but is not limited to:

• Business plans and strategies
• Financial information
• Customer lists and data
• Proprietary methodologies
• Trade secrets

This confidentiality obligation does not apply to information that is publicly available, independently developed, or rightfully received from a third party without restriction.

8. Termination

Either party may terminate this agreement with 30 days' written notice. In the event of termination:

• Client is responsible for payment for all services rendered up to the termination date
• Client will receive all completed work product up to the termination date
• The Agency will provide reasonable assistance in transitioning services, which may be subject to additional fees
• Sections covering Payment Terms, Intellectual Property, Confidentiality, Limitation of Liability, and Indemnification shall survive termination

9. Limitation of Liability

To the maximum extent permitted by law, River Stone Web Studio' total liability arising out of or related to this agreement shall not exceed the total fees paid by the Client to the Agency in the 6 months preceding the claim.

In no event shall we be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, revenue, data, or business opportunities, regardless of the theory of liability.

10. Indemnification

You agree to indemnify, defend, and hold harmless River Stone Web Studio, its owners, employees, and affiliates from and against any claims, liabilities, damages, losses, and expenses arising from:

• Your use of our services in violation of these terms
• Your violation of any third-party rights, including intellectual property rights
• Your provision of inaccurate, unlawful, or infringing materials
• Your failure to comply with applicable laws and regulations

11. Governing Law and Dispute Resolution

This agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.

Any disputes arising from this agreement shall first be attempted to be resolved through good faith negotiation. If unresolved after 30 days, disputes shall be submitted to binding arbitration in San Francisco, California, in accordance with the rules of the American Arbitration Association.

12. Modifications to Terms

We reserve the right to modify these Terms and Conditions at any time. When we make changes, we will update the "Last Updated" date at the top of this page. Continued use of our services after changes constitutes acceptance of the modified terms.

For existing clients, material changes to terms will be communicated via email with 30 days' notice before they become effective.