Terms and Conditions

These Terms exclusively govern the services ("Services") provided by Die Hard Digital to Client as identified in the Service Agreement. These Terms and the Service Agreement form the complete agreement between the parties and supersede all prior written or oral communications, representations, or understandings related to the subject matter herein.

The relationship between Die Hard Digital and Client under this Agreement is that of independent contractors. Nothing in this Agreement creates or implies an agency, partnership, joint venture, employment, or franchise relationship between the parties. Neither party has authority to assume or create obligations on behalf of the other.

Die Hard Digital will perform the Services as defined in the Service Agreement and these Terms. Services may include website design and development, search engine optimization (SEO), Google Ads and Local Services Ads management, Google Business Profile management, content creation, social media management, AI lead tools, and related digital marketing services, as specified in the Service Agreement.

Die Hard Digital's performance of Services is conditioned upon Client's timely cooperation, provision of required access and materials, and compliance with these Terms.

4.1 Initial Payment. Client agrees to make the initial payment (setup fee plus first month's service fee) on the Effective Date of the Service Agreement.

4.2 Recurring Billing. By executing the Service Agreement, Client irrevocably authorizes Die Hard Digital to charge Client's payment method on file for all amounts due under this Agreement on the first business day of each billing cycle. Monthly fees are charged in advance and are non-refundable.

4.3 Ad Spend. For services that include paid advertising management (Google Ads, Local Services Ads, Meta Ads), advertising budget is billed separately and directly to Client's own advertising account. Die Hard Digital does not hold or manage Client advertising funds.

4.4 Late Payment. Amounts not paid within 10 days of the due date may accrue a late fee of 1.5% per month on the outstanding balance, or the maximum rate permitted by applicable law, whichever is lower.

4.5 Non-Payment. Die Hard Digital reserves the right to suspend or terminate Services immediately upon non-payment. All outstanding amounts become immediately due upon termination for non-payment.

5.1 Term. This Agreement is month-to-month and begins on the Effective Date.

5.2 Cancellation by Client. Client may cancel this Agreement at any time by providing at least 30 calendar days' written notice to Die Hard Digital at contact@dieharddigital.com. Client remains responsible for all fees incurred during the notice period.

5.3 Cancellation by Die Hard Digital. Die Hard Digital may terminate this Agreement at any time, with or without cause, by providing Client with 30 days' written notice. Die Hard Digital may terminate immediately and without notice for material breach, non-payment, or conduct described in Section 14.

5.4 No Early Termination Fee. Because this Agreement is month-to-month, there is no early termination fee or penalty for cancellation in accordance with Section 5.2.

6.1 Access and Cooperation. Client agrees to provide Die Hard Digital with timely access to all accounts, credentials, platforms, and materials reasonably necessary to perform the Services.

6.2 Domain Access. Client grants Die Hard Digital permission to access Client's domain registrar for the purpose of adding or editing DNS entries required to make Client's website operational. Die Hard Digital is not liable for delays caused by Client's failure to provide required access.

6.3 Accuracy of Information. Client warrants that all information, materials, and content provided to Die Hard Digital is accurate, complete, and lawful, and does not infringe upon the rights of any third party.

6.4 Review and Approval. Client is responsible for reviewing and approving all deliverables before publication. Die Hard Digital is not responsible for errors in materials approved by Client.

6.5 Compliance with Laws. Client agrees to comply with all applicable federal, state, and local laws in connection with Client's business, website, and use of the Services.

7.1 Client Owns Their Assets. Upon full payment of all amounts due, Client retains full ownership of: (a) Client's domain name(s); (b) all website content, copy, photos, and creative materials originated by Client; (c) the website files, database, and source code produced by Die Hard Digital for Client under this Agreement; (d) Client's advertising accounts and accumulated data therein.

7.2 Die Hard Digital Intellectual Property. Die Hard Digital retains ownership of any proprietary tools, templates, frameworks, methodologies, and pre-existing intellectual property used in performing the Services.

7.3 Content Created by Die Hard Digital. Original copy, blog posts, graphics, and other content created by Die Hard Digital specifically for Client under a paid engagement become Client's property upon full payment.

During the term of this Agreement, Die Hard Digital will provide website hosting where applicable. Upon termination, Die Hard Digital will provide Client with a packaged export of their website files within 30 days of the termination date. Die Hard Digital is not responsible for transferring the website to a new hosting provider after termination.

Client grants Die Hard Digital permission to create and submit content on Client's behalf to search engines, directories, review platforms, social media platforms, paid advertising platforms, and related web-based services as necessary to perform the Services.

By executing the Service Agreement, Client agrees to receive service-related communications from Die Hard Digital via phone, text, and email at the contact information provided. Client may opt out of non-essential marketing communications at any time by contacting contact@dieharddigital.com.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED "AS IS." DIE HARD DIGITAL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. DIE HARD DIGITAL DOES NOT WARRANT THAT THE SERVICES WILL MEET CLIENT'S REQUIREMENTS, THAT RESULTS WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY SPECIFIC RANKING, TRAFFIC, OR LEAD VOLUME WILL BE ACHIEVED. SEARCH ENGINE RANKINGS ARE DETERMINED BY THIRD-PARTY ALGORITHMS OUTSIDE DIE HARD DIGITAL'S CONTROL.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DIE HARD DIGITAL'S TOTAL LIABILITY TO CLIENT FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO DIE HARD DIGITAL IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

IN NO EVENT SHALL DIE HARD DIGITAL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Client shall indemnify, defend, and hold Die Hard Digital, its members, managers, employees, contractors, and agents harmless from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Client's content, business, or website; (b) Client's breach of this Agreement; (c) Client's violation of any applicable law or third-party rights; or (d) any claim that Client's materials infringe a third party's intellectual property rights.

Die Hard Digital reserves the right to immediately terminate this Agreement and discontinue Services if Client: (a) fails to pay amounts due; (b) requests publication of unlawful, defamatory, obscene, fraudulent, or infringing content; (c) engages in abusive conduct toward Die Hard Digital personnel; (d) violates any material provision of these Terms; or (e) engages in conduct that exposes Die Hard Digital to legal liability.

Die Hard Digital shall not be liable for any delay or failure to perform Services to the extent such delay or failure results from causes beyond Die Hard Digital's reasonable control, including natural disasters, acts of government, widespread internet outages, pandemic, or other events outside Die Hard Digital's reasonable control.

Each party agrees to keep confidential the terms of the Service Agreement and any non-public business information disclosed by the other party in connection with the Services, and not to disclose such information to third parties without prior written consent, except as required by law. This obligation survives termination of the Agreement for a period of two (2) years.

It is Client's sole responsibility to ensure that Client's content, website, and use of Services comply with the Americans with Disabilities Act (ADA), 42 U.S.C. § 12101 et seq., and any applicable state accessibility statutes. Die Hard Digital does not warrant or guarantee that websites built under this Agreement are fully ADA compliant. Client shall indemnify and hold Die Hard Digital harmless from any claims arising from Client's failure to maintain ADA-compliant content or website.

Die Hard Digital makes no warranty that the Services will be free from claims of patent, trademark, copyright, or other intellectual property infringement. Client assumes responsibility for ensuring that any materials, trademarks, or content Client provides to Die Hard Digital for use in the Services do not infringe third-party rights.

All notices required under this Agreement must be in writing and delivered by email with confirmation of receipt, or by U.S. certified mail, to the addresses provided in the Service Agreement. Either party may update its notice address by providing written notice to the other party.

This Agreement is governed by the laws of the State of California, without regard to its conflict of law provisions. Any dispute not subject to arbitration under Section 21 shall be resolved exclusively in the state or federal courts located in San Diego County, California, and both parties consent to personal jurisdiction in those courts.

21.1 Agreement to Arbitrate. PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS. Any dispute, claim, or controversy arising out of or relating to this Agreement — including the determination of the scope or applicability of this arbitration provision — shall be resolved exclusively by final and binding arbitration, rather than in court, except as set forth in Section 21.4.

21.2 Arbitration Rules and Procedure. Arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures, or if JAMS is unavailable, by the AAA under its Commercial Arbitration Rules. The arbitration shall be conducted by a single, neutral arbitrator in San Diego County, California, or by remote means if agreed by both parties. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

21.3 Class Action Waiver. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITIES AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.

21.4 Exceptions. Either party may seek emergency or interim injunctive relief from a court of competent jurisdiction in San Diego County, California, to prevent irreparable harm pending arbitration.

21.5 Costs. Each party shall bear its own attorneys' fees and costs in connection with arbitration, subject to the arbitrator's authority to award fees and costs to the prevailing party where permitted by applicable law.

In any action to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and court costs from the non-prevailing party.

If any provision of these Terms is held invalid, unenforceable, or void, that provision shall be severed and the remaining provisions shall continue in full force and effect.

This Agreement, including the Service Agreement and these Terms, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations, and understandings. Amendments must be in writing and signed by authorized representatives of both parties.

This Agreement may be executed in counterparts, including by electronic signature, each of which shall constitute an original and all of which together shall constitute one binding agreement. Electronic signatures are deemed valid under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act).

This Agreement is binding on and inures to the benefit of the parties and their respective heirs, legal representatives, successors, and permitted assigns. Client may not assign this Agreement without Die Hard Digital's prior written consent. Die Hard Digital may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of that party's right to enforce such provision in the future.

Die Hard Digital reserves the right to: (a) change third-party vendors, tools, platforms, or systems used in performing the Services at any time to maintain or improve service quality; and (b) monitor Service usage and gather performance data to optimize Services. Die Hard Digital will not sell or disclose Client's identifiable data to third parties.