Terms of Service

1Acceptance of terms

By accessing our website, submitting a form, using our chatbot, signing a statement of work, or otherwise using the Services, you agree to be bound by these Terms and our Privacy Policy. If you are entering into these Terms on behalf of a company, you represent that you have authority to bind that company, and "you" refers to that company.

If you do not agree to these Terms, do not use the Services.

2Description of services

DM with QAF LLC provides AI-augmented digital marketing services, which may include: AI automation and chatbots, performance and growth marketing, marketing analytics, strategy and planning, digital marketing (SEO, social, email, programmatic), and marketing operations, as further described on our Services and Solutions pages or in an executed statement of work ("SOW").

Specific deliverables, timelines, and fees for client engagements are set out in the applicable SOW or master services agreement ("MSA"), which forms part of these Terms for that engagement. In the event of a conflict between these Terms and an executed SOW/MSA, the SOW/MSA controls for that engagement.

3Eligibility & accounts

• You must be at least 18 years old and able to form a binding contract to use the Services.
• You are responsible for maintaining the confidentiality of any account credentials and for all activity under your account.
• You agree to provide accurate, current, and complete information when registering for an account or submitting a form.
• You must notify us promptly of any unauthorized use of your account.

4Client responsibilities

To deliver the Services effectively, we rely on clients to:

• Provide timely access to necessary accounts, assets, brand guidelines, and approvals;
• Ensure any data, creative assets, or third-party accounts provided to us do not infringe the rights of any third party;
• Obtain any consents required to collect and share end-user data used in campaigns (e.g., cookie consent, marketing opt-ins);
• Comply with applicable advertising, consumer protection, and data protection laws for their industry and jurisdiction; and
• Promptly flag any regulatory constraints (e.g., healthcare, financial services, or other regulated industries) before campaign launch so we can apply the appropriate compliance safeguards.

5Fees & payment

• Fees for services are set out in the applicable SOW, proposal, or invoice.
• Unless otherwise agreed in writing, invoices are due within 30 days of the invoice date.
• Media spend (advertising budget) is separate from our service fees and, unless otherwise agreed, is billed directly to the client's own ad accounts or passed through with agreed handling terms.
• Late payments may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and we may suspend Services for accounts more than 30 days past due.
• All fees are exclusive of applicable taxes, which are the client's responsibility unless stated otherwise.
• Payment processing is handled by PCI DSS–compliant third-party processors; we do not store full payment card numbers on our own systems.

6Intellectual property

6.1 Our IP

The Services, including our website, platform, chatbot, methodologies, templates, and underlying software, are owned by DM with QAF LLC or our licensors and are protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable license to access and use the Services for your internal business purposes during the term of your engagement.

6.2 Client deliverables

Unless otherwise specified in an SOW, final creative deliverables produced specifically for a client and paid in full become the client's property upon full payment, excluding our pre-existing tools, templates, and proprietary methodologies, which we retain and may reuse across clients.

6.3 Client data & content

You retain all rights to data, brand assets, and content you provide to us. You grant us a license to use, host, and process that content solely as necessary to provide the Services.

6.4 Feedback

If you provide suggestions or feedback about the Services, you grant us a perpetual, royalty-free license to use that feedback without restriction or compensation.

7Confidentiality

Each party agrees to protect the other's confidential information using at least the same degree of care it uses for its own confidential information (and no less than reasonable care), and to use such information only to perform its obligations under these Terms. This obligation survives termination of the engagement for 3 years, or indefinitely for trade secrets, except where disclosure is required by law.

8Data processing & compliance

Where we process personal information on your behalf as part of the Services, our Privacy Policy and, where applicable, a separate Data Processing Addendum (DPA) or Business Associate Agreement (BAA) govern that processing. Key commitments:

• We maintain security controls designed with reference to SOC 2 Trust Services Criteria and ISO/IEC 27001, as described in our Privacy Policy.
• Clients operating in regulated industries (healthcare, financial services, etc.) may request a DPA or BAA prior to sharing regulated data with us; regulated data must not be shared until the applicable agreement is executed.
• We will notify affected clients of a confirmed security incident involving their data without undue delay, consistent with the notification terms in the applicable DPA/BAA or, absent one, within a commercially reasonable timeframe.
• Subprocessors used to deliver the Services are subject to written data protection terms consistent with applicable law.

9AI-generated content & automation

• Some deliverables (copy, creative variants, predictive scores, chatbot responses, reports) may be generated or assisted by AI/machine learning systems, including third-party foundation models.
• AI-generated outputs may contain inaccuracies. We apply human review to material client-facing deliverables, but you are responsible for final review and approval of any content before it is published under your brand.
• You are responsible for ensuring AI-assisted content complies with applicable advertising standards, disclosure requirements, and industry regulations in your jurisdiction (e.g., FTC guidance on AI-generated or endorsement content).
• We do not guarantee that AI-generated content is free of third-party intellectual property claims; we use commercially reasonable tools and practices to mitigate this risk.

10Third-party services

The Services may integrate with or rely on third-party platforms (e.g., Google, Meta, LinkedIn, Hugging Face, cloud infrastructure, and AI model providers). We are not responsible for the availability, accuracy, or practices of third-party platforms, which are governed by their own terms and privacy policies.

11Service levels & support

Specific service levels (e.g., uptime commitments, response times) apply only where set out in an executed SOW or support agreement. Absent a specific SLA, we provide support during standard business hours (Mon–Fri, 9:00–18:00 local time) on a commercially reasonable efforts basis.

12Warranties & disclaimers

We will perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards. Except as expressly stated in these Terms or an SOW, the Services are provided "as is" and "as available," without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

We do not guarantee specific marketing results (e.g., traffic, conversions, ROAS, rankings), as outcomes depend on factors outside our control, including third-party platform algorithms, market conditions, and client-provided assets and approvals.

13Limitation of liability

To the maximum extent permitted by law: (a) neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or loss of profits, revenue, data, or goodwill, arising out of or related to these Terms or the Services, even if advised of the possibility of such damages; and (b) each party's total aggregate liability arising out of or related to these Terms will not exceed the total fees paid or payable to us under the applicable SOW during the 12 months preceding the claim.

These limitations do not apply to: (i) a party's indemnification obligations; (ii) breach of confidentiality obligations; (iii) a party's gross negligence or willful misconduct; or (iv) amounts that cannot be limited under applicable law.

14Indemnification

You agree to indemnify and hold harmless DM with QAF LLC and its officers, employees, and agents from third-party claims arising out of: (a) your breach of these Terms; (b) content, data, or assets you provide that infringe or misappropriate a third party's rights or violate applicable law; or (c) your misuse of the Services.

We agree to indemnify and hold harmless the client from third-party claims that our proprietary deliverables, as delivered and used as intended, directly infringe a third party's U.S. intellectual property rights, subject to prompt notice, cooperation, and our sole control of the defense.

15Term & termination

• These Terms remain in effect while you use the Services or for the duration of an active SOW.
• Either party may terminate an engagement for convenience with 30 days' written notice, unless a shorter or longer notice period is specified in the applicable SOW.
• Either party may terminate immediately for the other party's material breach that remains uncured 15 days after written notice, or upon the other party's insolvency.
• Upon termination, you remain responsible for fees incurred through the effective date of termination, and we will provide reasonable cooperation to transition active campaigns.
• Sections relating to confidentiality, intellectual property, payment obligations accrued prior to termination, limitation of liability, indemnification, and dispute resolution survive termination.

16Dispute resolution & governing law

These Terms are governed by the laws of the State of Florida, USA, without regard to conflict-of-laws principles. The parties agree to first attempt to resolve any dispute through good-faith negotiation between senior representatives. If unresolved within 30 days, disputes will be subject to the exclusive jurisdiction of the state and federal courts located in Pinellas County, Florida, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

17Changes to these terms

We may update these Terms from time to time. Material changes will be communicated via the website or, for active clients, by email, with a revised "Last updated" date. Continued use of the Services after changes take effect constitutes acceptance of the updated Terms.

18Miscellaneous

• Severability: if any provision is held unenforceable, the remaining provisions remain in full force.
• Force majeure: neither party is liable for delays caused by events beyond its reasonable control.
• Assignment: you may not assign these Terms without our written consent, except to a successor in a merger or acquisition; we may assign these Terms in connection with a corporate transaction.
• Entire agreement: these Terms, together with any executed SOW, MSA, or DPA/BAA, constitute the entire agreement between the parties regarding the Services.
• No waiver: failure to enforce a provision is not a waiver of that provision.

19Contact us

These Terms of Service are provided as a general-purpose template reflecting common industry practice. They are not a substitute for legal advice. Please have qualified counsel review and tailor them — including governing law, liability caps, and indemnities — before publishing or signing client agreements based on this template.