Terms of Service

1. Acceptance of Terms

Welcome to Vivid Strategy Incorporated (“Vivid Strategy,” “we,” “us,” or “our”). By accessing or using our website at vividstrategy.com, engaging our services, or accessing our client portal, you (“Client,” “you,” or “your”) agree to be bound by these Terms of Service (“Terms”). If you do not agree to these Terms, please do not use our services or website.

These Terms constitute a legally binding agreement between you and Vivid Strategy Incorporated, located at 2230 W Chapman Ave, Suite 236, Orange, CA 92868.

2. Services Description

Vivid Strategy provides comprehensive digital marketing services for small and mid-sized businesses, including but not limited to:

• Google Business Profile optimization and management
• Professional website design and mobile optimization
• Local search engine optimization (SEO) and business directory management
• Online reputation management and review generation
• AI-powered customer communication and lead capture systems
• Social media marketing and content management
• Digital advertising management and reporting
• Analytics and performance tracking through our client portal

Specific services provided to you will be outlined in your Service Agreement or selected service package.

3. Service Packages and Pricing

Our services are offered through tiered monthly subscription packages with applicable one-time setup fees. Current pricing and package details are available on our website and in your Service Agreement. We reserve the right to modify pricing for new clients with thirty (30) days’ notice. Existing clients will be notified of any price changes at least sixty (60) days in advance.

All fees are quoted in United States Dollars (USD) and are exclusive of applicable taxes, which will be added as required by law.

4. Payment Terms

4.1 Billing

Monthly subscription fees are billed in advance on a recurring basis. Setup fees are due upon service initiation. Payment is due upon receipt of invoice unless otherwise specified in your Service Agreement.

4.2 Payment Methods

We accept payment via credit card, debit card, ACH transfer, or other methods as agreed upon in writing. By providing payment information, you authorize us to charge the applicable fees automatically on a recurring basis.

4.3 Late Payments

Accounts not paid within fifteen (15) days of the due date may be subject to a late fee of one and one-half percent (1.5%) per month or the maximum amount permitted by law, whichever is less. We reserve the right to suspend services for accounts with payment thirty (30) days or more past due.

4.4 Refunds

Setup fees are non-refundable once work has commenced. Monthly subscription fees are non-refundable except as required by law or as specified in Section 9 (Termination) of these Terms.

5. Client Responsibilities

5.1 Information and Access

You agree to provide accurate, complete, and timely information necessary for us to perform our services, including but not limited to business information, login credentials, brand assets, and content materials. You are responsible for maintaining the security and confidentiality of any account credentials you provide to us.

5.2 Content Approval

You are responsible for reviewing and approving content, including website copy, social media posts, advertising materials, and other marketing collateral before publication. Once approved, we are not liable for any claims arising from such content.

5.3 Third-Party Accounts

You authorize us to access and manage third-party accounts on your behalf (such as Google Business Profile, social media accounts, and advertising platforms) for the purpose of providing our services. You maintain ownership of all such accounts.

5.4 Compliance

You represent and warrant that your business operations and all content you provide comply with applicable laws, regulations, and third-party platform policies.

6. Intellectual Property

6.1 Client-Provided Materials

You retain all ownership rights to content, trademarks, logos, and materials you provide to us. You grant us a non-exclusive, worldwide license to use, reproduce, modify, and display such materials solely for the purpose of providing services to you.

6.2 Vivid Strategy Property

All proprietary methods, processes, software, tools, templates, and systems used by Vivid Strategy remain our exclusive property. The Vivid Strategy name, logo, and branding are our trademarks and may not be used without our written permission.

6.3 Work Product

Upon full payment of all fees, you will own the final deliverables created specifically for you, including custom website designs, original written content, and custom graphics. You do not acquire ownership of underlying templates, tools, or proprietary systems used to create such deliverables.

6.4 Portfolio Rights

You grant us permission to use your business name, logo, and examples of our work for you in our portfolio, case studies, and marketing materials unless you explicitly opt out in writing.

7. Service Limitations and Disclaimers

7.1 No Guaranteed Results

While we employ industry best practices and work diligently to achieve positive outcomes, we do not guarantee specific results, including but not limited to search engine rankings, website traffic levels, lead volume, conversion rates, or revenue increases. Digital marketing performance depends on numerous factors beyond our control, including market conditions, competition, algorithm changes, and your business operations.

7.2 Third-Party Platforms

Our services often involve third-party platforms (Google, Facebook, Yelp, etc.) over which we have no control. We are not responsible for changes to third-party platform policies, algorithms, features, or availability that may affect service delivery or results.

7.3 Service Availability

We strive to provide uninterrupted access to our services and client portal. However, we do not guarantee continuous, error-free availability and are not liable for temporary interruptions due to maintenance, technical issues, or circumstances beyond our reasonable control.

7.4 AI Technology

Our AI-powered communication tools are designed to assist with customer engagement but may not be appropriate for all interactions. You are responsible for monitoring AI-generated communications and ensuring they meet your business standards.

8. Term and Renewal

Service agreements begin upon execution and continue on a month-to-month basis unless otherwise specified in your Service Agreement. Monthly subscriptions automatically renew unless terminated in accordance with Section 9.

If your Service Agreement specifies a minimum term commitment, early termination may be subject to the fees outlined in Section 9.2.

9. Termination

9.1 Termination by Client

You may terminate services at any time by providing written notice at least thirty (30) days prior to your next billing date. Termination notices must be sent to [email protected]. You will remain responsible for all fees incurred through the end of the notice period.

9.2 Early Termination Fee

If your Service Agreement includes a minimum term commitment and you terminate before the end of that term, you may be subject to an early termination fee equal to fifty percent (50%) of the remaining monthly fees in your commitment period.

9.3 Termination by Vivid Strategy

We reserve the right to terminate services immediately if you:

• Fail to pay fees when due and do not cure such failure within fifteen (15) days of notice
• Breach these Terms or your Service Agreement
• Engage in fraudulent, illegal, or unethical conduct
• Provide false or misleading information
• Make unreasonable demands or engage in abusive behavior toward our staff

9.4 Effect of Termination

Upon termination, your access to the client portal and services will cease. We will provide you with final deliverables and, upon request, transfer ownership of accounts we manage on your behalf. We are not obligated to maintain your data beyond thirty (30) days after termination.

10. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of our relationship. This obligation survives termination of services. Information that is publicly available or independently developed is not considered confidential.

11. Limitation of Liability

11.1 Disclaimer of Warranties

Our services are provided “as is” and “as available” without warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

11.2 Limitation of Damages

To the maximum extent permitted by law, Vivid Strategy’s total liability for any claims arising from or related to our services shall not exceed the total amount paid by you to us in the six (6) months immediately preceding the event giving rise to the claim.

11.3 Excluded Damages

In no event shall Vivid Strategy be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, lost revenue, lost data, or business interruption, even if we have been advised of the possibility of such damages.

11.4 Exceptions

Nothing in these Terms shall limit or exclude our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded by law.

12. Indemnification

You agree to indemnify, defend, and hold harmless Vivid Strategy, its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys’ fees) arising from:

• Your breach of these Terms or your Service Agreement
• Content, information, or materials you provide to us
• Your violation of any law or regulation
• Your violation of any third-party rights
• Your use of our services in a manner inconsistent with these Terms

13. Privacy and Data Protection

Our collection, use, and protection of your personal information is governed by our Privacy Policy, available at vividstrategy.com/privacy-policy. By using our services, you also agree to our Privacy Policy.

We implement reasonable security measures to protect your data. However, no method of electronic transmission or storage is completely secure, and we cannot guarantee absolute security.

14. Dispute Resolution

14.1 Informal Resolution

In the event of any dispute, controversy, or claim arising out of or relating to these Terms or our services, the parties agree to first attempt to resolve the matter through good faith negotiation.

14.2 Arbitration

If informal resolution is unsuccessful within thirty (30) days, any dispute shall be resolved by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall take place in Orange County, California, and shall be conducted by a single arbitrator.

14.3 Class Action Waiver

You agree that any arbitration or legal proceeding shall be conducted on an individual basis and not as a class action, consolidated action, or representative action. You waive any right to participate in a class action lawsuit or class-wide arbitration.

14.4 Exceptions

Either party may seek injunctive relief in court to protect intellectual property rights or confidential information.

15. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions. To the extent arbitration does not apply, you agree to submit to the exclusive jurisdiction of the state and federal courts located in Orange County, California.

16. Modifications to Terms

We reserve the right to modify these Terms at any time. Changes will be effective upon posting to our website with an updated “Last Updated” date. Material changes will be communicated to active clients via email at least thirty (30) days before taking effect. Your continued use of our services after such changes constitutes your acceptance of the modified Terms.

17. Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond their reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, governmental actions, or failures of third-party service providers.

18. Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations to any affiliate or in connection with a merger, acquisition, or sale of assets.

19. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

20. Entire Agreement

These Terms, together with your Service Agreement and our Privacy Policy, constitute the entire agreement between you and Vivid Strategy regarding our services and supersede all prior or contemporaneous communications, agreements, and understandings, whether written or oral.

21. Waiver

No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision. Our failure to enforce any right or provision shall not constitute a waiver of such right or provision.

22. Notices

All notices required or permitted under these Terms shall be in writing and delivered via email or certified mail to:

Notices to you will be sent to the email address associated with your account.

23. Contact Information

If you have questions about these Terms of Service, please contact us:

24. Acknowledgment

By using our services, accessing our website, or signing a Service Agreement, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.