Terms of Use

Last Updated: August 11, 2024

1. Agreement and Eligibility

By accessing our websites, applications, or using our Services (as defined below), you agree to be bound by these Terms of Use (“Terms”), our Privacy Policy, and our Cookies Policy. To enter into this agreement, you must be of legal age in your jurisdiction and have the authority to contract on behalf of yourself or the entity you represent. If you do not meet these requirements or do not agree with these Terms, you may not use our websites, applications, or Services.

2. Services and Statements of Work

PrimeDot International LLC dba PrimeDot Media (“PrimeDot,” “we,” “us,” or “our”) provides digital marketing, SEO, PPC/advertising, website/app development, AI chatbots, AI inbound/outbound calling, outreach/PR, reputation management, private cloud & NAS, dynamic QR codes, and related consulting services (“Services”). Specific details, scope, and deliverables for each project are outlined in a proposal, order, or Statement of Work (“SOW”) agreed upon by both parties. If there is a conflict between these Terms and an SOW, the SOW controls for that specific project.

3. Client Responsibilities

To ensure successful delivery of the Services, you agree to: 

– Provide timely access to necessary systems, accounts, data, and resources (e.g., website credentials, branding materials, or content). 

– Supply accurate, lawful, and non-infringing materials, including any content, trademarks, or data you provide. 

– Obtain necessary approvals promptly to avoid delays in project timelines. 

– Comply with all applicable laws, regulations, and third-party platform policies (e.g., Google, Meta, or LinkedIn terms of service). 

Failure to meet these responsibilities may impact project timelines or outcomes, and we are not liable for delays or issues caused by such failures.

4. Third-Party Platforms

We may configure, manage, or integrate third-party platforms to deliver the Services, including but not limited to Google, Meta, LinkedIn, TikTok, YouTube, Google Analytics 4 (GA4), Calendly, Stripe, PayPal, HubSpot, HighLevel, Mailchimp, Klaviyo, Cloudflare, Hotjar, Microsoft Clarity, CallRail, Twilio, OpenAI, and Anthropic. Your use of these platforms is subject to their respective terms of service, privacy policies, and any associated fees, which you are responsible for reviewing and accepting. We are not responsible for changes, outages, or policy decisions made by these third-party providers, which may affect the Services.

5. AI Features and Your Review

Some Services may include AI-generated content, such as drafts, chatbots, or voice agents, to assist with marketing, support, or other tasks. You are responsible for reviewing and approving all AI-generated deliverables before publication or use. We will revise deliverables within the scope of the SOW if requested, but we are not liable for factual inaccuracies, biases, or errors introduced by AI tools, provided we have disclosed their use. You may request human review of AI outputs if they materially impact your project.

6. Compliance with Laws and Regulations

You are responsible for ensuring compliance with applicable laws and regulations, including: 

– Obtaining valid consent for calls, SMS, or emails under the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, Canada’s Anti-Spam Legislation (CASL), or similar laws. 

– Adhering to Federal Trade Commission (FTC) guidelines for endorsements, testimonials, or influencer marketing (e.g., disclosing material connections). 

We will not execute campaigns that violate applicable laws or third-party platform standards, and we reserve the right to suspend or modify Services to ensure compliance.

7. No Guarantees; Testimonials

Marketing and advertising outcomes depend on various factors, including market conditions and platform algorithms. We do not guarantee specific results, such as search engine rankings, ad approvals, lead volumes, revenue, or return on investment (ROI). Any testimonials, case studies, or examples provided are illustrative and based on past projects; your results may vary and are not guaranteed.

8. Intellectual Property

• a. Client Materials. You grant us a non-exclusive, worldwide, royalty-free license to use your trademarks, content, data, or other materials (“Client Materials”) solely to perform the Services. You represent and warrant that you have the rights to provide these materials and that they do not infringe third-party rights. 
• b. Deliverables. Upon full payment of fees, you own the final, client-specific deliverables created for you, excluding our pre-existing tools, templates, code, know-how, or third-party components (collectively, “Background IP”). We retain ownership of Background IP and reserve a perpetual, non-exclusive, royalty-free right to use generalized learnings or aggregated data from the Services for our business purposes, provided such data is anonymized and does not identify you. 
• c. Portfolio Rights. Unless you opt out in writing to [email protected], we may include your name, logo, and non-confidential project results in our marketing materials or portfolio to showcase our work.

9. Fees, Payments, and Refunds

Fees, payment schedules, and deliverables are specified in the SOW. Unless otherwise stated: 

– Setup fees are due upfront before work begins. 

– Monthly retainers are billed on the first of each month. 

– Advertising spend is billed directly by third-party platforms (e.g., Google Ads, Meta). 

– Late payments may incur a 3.0% monthly interest charge, subject to applicable law. 

Fees are non-refundable once work begins, except where required by law or as specified in the SOW. You are responsible for any third-party platform fees incurred during the Services.

10. Confidentiality and Data Protection

Both parties agree to protect each other’s confidential information (e.g., business plans, client lists, or proprietary data) and use it only to perform the Services or fulfill obligations under these Terms. We process personal data in accordance with our Privacy Policy and, where applicable, a Data Processing Addendum (DPA) for GDPR or similar compliance. You may request a DPA by contacting us at [email protected].

11. Disclaimers

The Services, websites, and applications are provided “as is” and “as available,” without warranties of any kind, whether express or implied. To the fullest extent permitted by law, we disclaim all warranties, including but not limited to merchantability, fitness for a particular purpose, non-infringement, accuracy, or quiet enjoyment. We do not guarantee uninterrupted access to our websites, applications, or Services, nor do we warrant that they are free from errors, viruses, or other harmful components.

12. Limitation of Liability

To the fullest extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost data, or business interruption, arising out of or relating to these Terms or the Services. Our aggregate liability for any claims related to the Services will not exceed the total fees you paid to us in the twelve (12) months preceding the claim. This limitation applies regardless of the cause of action, whether in contract, tort, or otherwise.

13. Indemnification

You agree to indemnify, defend, and hold harmless PrimeDot, its affiliates, officers, employees, and agents from any claims, damages, or losses arising from: 

– Your Client Materials, products, or data, including any infringement of third-party rights. 

– Your misuse of the Services or violation of these Terms. 

– Your violation of applicable laws, regulations, or third-party platform policies. 

We reserve the right to assume control of the defense of any claim for which we are entitled to indemnification, at your expense, and you agree to cooperate with such defense.

14. Term and Termination

These Terms apply as long as you use our websites, applications, or Services. Either party may terminate an SOW for material breach if the breaching party fails to cure the breach within ten (10) days of written notice. If permitted by the SOW, either party may terminate for convenience with thirty (30) days’ written notice. Upon termination: 

– You will pay for all work performed and any non-cancellable costs incurred up to the termination date. 

– Each party will return or destroy the other’s confidential information, except as required by law or for archival purposes. 

Sections 8 (Intellectual Property), 10 (Confidentiality and Data Protection), 11 (Disclaimers), 12 (Limitation of Liability), 13 (Indemnification), 15 (Dispute Resolution), and any other provisions intended to survive termination will remain in effect.

15. Dispute Resolution and Governing Law

These Terms are governed by the laws of the State of Florida, without regard to its conflict of law principles. Any disputes arising from these Terms or the Services will be resolved through binding arbitration in Broward County, Florida, conducted by a single arbitrator under the rules of the American Arbitration Association (AAA). Arbitration will be on an individual basis; class actions and jury trials are expressly waived. Either party may seek injunctive relief in a court of competent jurisdiction to protect intellectual property, confidential information, or other urgent matters. The prevailing party in any dispute is entitled to recover reasonable attorney’s fees and costs, subject to applicable law.

16. Modifications

We may update these Terms at our discretion to reflect changes in our Services or legal requirements. We will notify you of material changes via email, website notice, or other reasonable means. Your continued use of our websites, applications, or Services after such changes constitutes acceptance of the updated Terms. If you do not agree to the changes, you must stop using the Services.

17. Contact

For questions or concerns about these Terms, please contact us at: 

PRIMEDOT INTERNATIONAL LLC dba PRIMEDOT MEDIA
2933 W Cypress Creek Rd. #202, Fort Lauderdale, FL 33309
Email: [email protected]

Phone: 8774177463