Terms and Conditions

Effective Date: May 1, 2025

1. ACCEPTANCE OF TERMS

Access, use, or contracting for the services provided by Green Design Services LLC ("the Company") constitutes full and unreserved acceptance of these Terms and Conditions. These terms, together with any specific service agreement ("Specific Agreement") or statement of work ("Statement of Work - SOW") agreed to in writing, constitute the entire agreement between the Client and the Company and are governed by and construed in accordance with the laws of the State of New York, United States, without giving effect to its conflict of law principles.

2. SERVICES OFFERED

The Company offers a variety of professional digital marketing services, which may include, but are not limited to: Social Media Management, Search Engine Optimization (SEO), Pay-Per-Click (PPC) Advertising, Content Marketing, Email Marketing, Web Design and Development, and Marketing Analytics and Reporting. The scope, deliverables, and specific costs of the services contracted by the Client will be detailed in a separate Specific Agreement or Statement of Work (SOW), which, once signed, will be incorporated into and become part of these Terms and Conditions. In the event of a conflict between these Terms and a Specific Agreement/SOW, the provisions of the Specific Agreement/SOW will prevail solely with respect to the specific matter in dispute.

3. INTELLECTUAL PROPERTY

3.1. The Company shall retain exclusive ownership of all original content created by it (including, but not limited to, text, graphics, designs, strategies, source code, if applicable, work files, and internal tools) until full payment has been received for the specific services related to such content as set forth in the Specific Agreement or SOW. Upon receipt of full payment, the Company shall assign to the Client its ownership rights to the final deliverables specifically identified in the Specific Agreement or SOW as the property of the Client. The Company's drafts, intermediate working files, templates, and internal tools shall remain the exclusive property of the Company.

3.2. The Client represents and warrants that it owns all necessary rights to any materials (including text, images, logos, trademarks) it provides to the Company and will retain ownership of such materials. The Client grants the Company a non-exclusive, royalty-free, worldwide license to use, reproduce, and modify such materials solely to the extent necessary to provide the Services.

3.3. Both parties agree to respect the intellectual property rights of the other party and third parties and not to use any material that infringes such rights.

4. PAYMENT TERMS

4.1. The fees and payment structure applicable to the Services shall be set forth in the Specific Agreement or SOW. Unless otherwise specified in the Specific Agreement or SOW, payments shall be made according to the billing schedule detailed therein.

4.2. Invoices are payable net [number] days from the invoice date. In the event that the Client fails to pay any amount due when due, the Company reserves the right, in addition to any other rights or remedies available under law or this Agreement, to suspend the provision of services until all outstanding amounts, including late fees, are received.

4.3. Any overdue payment will incur a late payment fee at the rate of 10% per month or the maximum rate permitted by New York law, whichever is lower, calculated daily on the outstanding balance, from the due date until the date of full payment. The Client will be responsible for all costs incurred by the Company in collecting any amounts due, including, but not limited to, reasonable attorneys' fees.

4.4. All payments made by the Client to the Company are final and non-refundable, except as expressly provided otherwise in Section 7 (Cancellations and Termination) or in a valid Specific Agreement or SOW.

5. CONFIDENTIALITY

5.1. "Confidential Information" means any non-public, technical, commercial, or business information, regardless of form, that is disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") in connection with this Agreement or any Specific Contract/SOW. Confidential Information does not include information that (a) is or becomes public knowledge without breach of this Agreement by the Receiving Party; (b) was already in the Receiving Party's possession without an obligation of confidentiality at the time of disclosure; (c) is obtained by the Receiving Party from a third party without restriction on disclosure; (d) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; or (e) is required to be disclosed by law, court order, or government order, in which case the Receiving Party, if legally possible, will notify the Disclosing Party prior to disclosure.

5.2. The Receiving Party agrees to maintain the confidentiality of the Disclosing Party's Confidential Information and to use such information solely for the purposes of providing or receiving the services. The Receiving Party will not disclose the Disclosing Party's Confidential Information to third parties, except to its employees, contractors, or agents who need to know it to carry out the purposes of this Agreement and who are subject to confidentiality obligations no less restrictive than those set forth in this Section.

5.3. The confidentiality obligations set forth in this Section 5 with respect to Confidential Information that is not a trade secret shall remain in effect for a period of three (3) years from the date of termination or expiration of the last applicable Specific Agreement/SOW. Obligations with respect to Confidential Information that qualifies as a trade secret under applicable law shall remain in effect indefinitely.

6. WARRANTIES AND LIMITATION OF LIABILITY

6.1. DISCLAIMER OF WARRANTIES. THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

6.2. NO GUARANTEE OF RESULTS. The Client acknowledges that digital marketing performance may vary due to numerous factors beyond the Company's control, including changes in search engine algorithms, consumer behavior, competitor actions, changes in third-party platform policies, and general market conditions. Therefore, the Company does not guarantee any specific results, rankings, traffic, or conversions as a result of the services provided.

6.3. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER THE COMPANY NOR ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR DAMAGE TO REPUTATION, WHETHER IN AN ACTION OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.4. MAXIMUM TOTAL LIABILITY. THE COMPANY'S TOTAL CUMULATIVE LIABILITY TO CUSTOMER FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, UNDER ANY THEORY OF LIABILITY, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO THE COMPANY IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.

7. CANCELLATIONS AND REFUNDS

7.1. Cancellation Before Start of Service: The Client may cancel a Specific Contract or SOW prior to the scheduled start date with at least fourteen (14) days' written notice. If cancellation occurs with less than fourteen (14) days' notice prior to the start date, the Company may retain a portion of any down payment or deposit as specified in the Specific Contract or SOW to cover setup costs.

7.2. Termination During Service: Once services have begun under a Specific Contract or SOW, they may be terminated as stipulated in that Specific Contract or SOW. If the Specific Contract or SOW does not specify termination terms, then: (a) Either party may terminate for cause (e.g., material breach of this Agreement or the Specific Contract/SOW by the other party that is not cured within thirty (30) days after receipt of written notice of the breach). (b) The Client may terminate without cause upon thirty (30) days' written notice to the Company. In such event, the Client will be responsible for payment for all services rendered through the effective date of termination, plus any non-cancellable costs or commitments incurred by the Company on the Client's behalf. No refunds will be given for prepayments for services for the current period. (c) The Company may terminate without cause upon thirty (30) days' written notice to the Client. In such event, the Company will refund the Client a prorated portion of any prepayment covering services after the effective date of termination.

7.3. Effect of Termination: Upon termination of a Specific Contract/SOW or this Agreement, the Client will pay the Company all amounts owed for services rendered through the date of termination. The sections of these Terms and Conditions that by their nature should survive termination (including, but not limited to, Intellectual Property, Confidentiality, Disclaimer of Warranties and Limitation of Liability, Indemnification, Dispute Resolution, and General Provisions) shall survive such termination.

7.4. Refunds: Except as expressly set forth in Section 7.2 (c) or in a Specific Agreement or SOW, all payments are final and non-refundable. No refunds will be given for completed or partially completed services.

8. USE OF THIRD-PARTY SERVICES

8.1. The Company may use or recommend the use of third-party platforms, services, or tools (such as advertising platforms, analytics software, hosting services, etc.) to provide the Services to the Client. The Client acknowledges that the use of such third-party services may be subject to their own terms and conditions, and that the Company has no control over them.

8.2. The Company shall not be liable for any act, omission, failure, interruption, delay, negative result, or error caused by such third-party services.

8.3. Costs associated with the use of third-party platforms (e.g., paid advertising budgets, software fees) are the Client's responsibility, unless explicitly specified otherwise in a Specific Agreement or SOW. The Company makes no warranties or representations regarding third-party services.

9. MODIFICATIONS

9.1. Green Design Services LLC reserves the right to update or modify these Terms and Conditions at any time. The Company will notify the Client of any modifications at least seven (7) days in advance by sending a notice to the primary email address associated with the Client's account or by posting a prominent notice on its website.

9.2. The modifications will become effective on the date specified in the notice. Continued use of the Company's services after the effective date of the modifications will constitute the Client's full and unreserved acceptance of the new Terms and Conditions.

10. DISPUTE RESOLUTION, GOVERNING LAW, AND JURISDICTION

10.1. Governing Law: This Agreement and any dispute arising out of or related to it or the Services shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to its conflict of laws principles.

10.2. Friendly Negotiation and Mediation: The parties agree to attempt to resolve any dispute, claim, or controversy arising out of or related to this Agreement or the Services first through direct, good faith negotiation. If the dispute is not resolved within thirty (30) days through negotiation, the parties agree to consider mediation in good faith.

10.3. Binding Arbitration: Any remaining dispute, controversy, or claim not resolved through negotiation or mediation (if attempted) shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules and, where applicable, its Supplementary Procedures for Consumer-Related Disputes, excluding any rules or procedures governing or permitting class actions. The arbitration shall be conducted in New York City, New York. There shall be one arbitrator, who shall be an attorney experienced in contract and/or technology/marketing law. The arbitrator's decision shall be final and binding, and judgment on the arbitration award may be entered in any court of competent jurisdiction.

10.4. Jury Trial and Class Action Waiver: THE PARTIES EXPRESSLY WAIVE THEIR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR ANY OTHER FORM OF REPRESENTATIVE PROCEEDING. Any arbitration shall be conducted solely on an individual basis between the Client and the Company.

10.5. Jurisdiction: Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction in New York City, New York, to prevent the breach or threatened breach of this Agreement, without the necessity of posting bond. The parties consent to the exclusive jurisdiction of the state and federal courts located in New York City, New York, for any legal action permitted by this Section 10 (including, but not limited to, actions to compel arbitration, confirm or vacate an arbitration award, or seek injunctive relief).

11. INDEMNIFICATION

11.1. Client agrees to indemnify, defend, and hold harmless Green Design Services LLC and its affiliates, directors, officers, employees, agents, and licensors (the "Indemnified Parties") from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Client's use of the Services; (b) any materials provided by Client to Company; (c) Client's breach or alleged breach of these Terms and Conditions or any Specific Agreement/SOW; (d) the Customer's infringement or alleged infringement of any intellectual property, privacy, or other right of a third party; or (e) the Customer's negligence or intentional misconduct.

12. FORCE MAJEURE

12.1. Neither party shall be liable for any failure or delay in the performance of its obligations under this Agreement (except for payment obligations) if such failure or delay is caused by events beyond its reasonable control, which may include, but is not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fires, floods, accidents, epidemics or pandemics, strikes or shortages of transportation, fuel, energy, labor, or materials, failures of public communications services, failures of internet infrastructure, or failures or delays of third parties. The party affected by a Force Majeure event must promptly notify the other party. The affected party's obligations will be suspended for the duration of the Force Majeure event.

13. SEVERABILITY

13.1. If any provision of these Terms and Conditions is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable without materially altering its intent. If modification is not possible, such provision shall be deemed severed from these Terms and Conditions, and the validity, legality, and enforceability of the remaining provisions shall not be affected.

14. RELATIONSHIP OF THE PARTIES.

14.1. The parties are independent contractors. Nothing in this Agreement shall be construed as creating a partnership, joint venture, employment, or agency relationship between the parties. Neither party has the authority to bind the other or incur obligations on behalf of the other without the other party's prior written consent.

15. ENTIRE AGREEMENT.

15.1. These Terms and Conditions, together with any valid Specific Contract or SOW, constitute the complete and exclusive agreement between the Client and the Company with respect to the subject matter hereof, and supersede all prior or contemporaneous communications, proposals, understandings and agreements, whether oral or written.

16. NOTICES.

16.1. All notices required or permitted under these Terms shall be in writing and shall be deemed given (a) when personally delivered, (b) one business day after mailing by nationally recognized overnight courier (with tracking), (c) three (3) business days after mailing by certified or registered mail with return receipt requested, or (d) when emailed to the other party's primary email address on file (with confirmation of receipt; an automatic reply is not sufficient), provided that if email notice is sent on a non-business day or after normal business hours, it shall be deemed received on the next business day. The addresses for service shall be those specified in the Specific Agreement or SOW, or if there is none, each party's primary business address. Either party may change its address for service by notice to the other party.

17. WAIVER.

17.1. No waiver of any provision of these Terms shall be deemed a waiver of any other provision or of the same provision in the future, and no waiver shall be effective unless made in writing and signed by the waiving party. The failure of either party to exercise or delay in exercising any right, power, or privilege under these Terms shall not operate as a waiver thereof.

18. ASSIGNMENT.

18.1. The Client may not assign or transfer this Agreement or any of its rights or obligations hereunder without the Company's prior written consent. The Company may assign this Agreement or any of its rights or obligations hereunder to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets without the Client's consent. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.