1. Acceptance of Terms
By accessing our website (avydigital.com), submitting discovery forms, or entering into a Statement of Work (SOW) or Master Services Agreement (MSA) with Avy Digital LLC ("Avy Digital", "we", "us"), you agree to be bound by these Terms of Service. If you are entering into this agreement on behalf of a company or entity, you represent that you possess the authority to bind such entity.
2. Scope of Services & Engagements
Avy Digital provides modern digital marketing, custom web engineering, SEO architecture, brand design systems, and paid advertising management. Specific deliverables, sprint schedules, milestones, and KPIs are defined within mutually approved Statements of Work.
3. Intellectual Property & Deliverable Ownership
Upon receipt of full payment for contracted services:
- Client Ownership: You own 100% of all custom creative assets, website source code, copywriting, logos, visual assets, and ad accounts developed specifically for your project.
- Avy Digital IP: Pre existing frameworks, open source modules, proprietary tooling methodologies, and generalized agency know how remain the property of Avy Digital, licensed to you for perpetual project use.
4. Fees, Billing & Payment Terms
Project invoices and retainer schedules are outlined in your Statement of Work. Unless otherwise specified in writing, fixed scope projects require an initial commencement deposit, with milestone disbursements upon deliverable approvals. Advertising ad spend is billed directly by the relevant platforms (Meta, Google, LinkedIn) to the client's credit facility.
5. Confidentiality & Non Disclosure
Both parties agree to treat all business plans, financial projections, proprietary source code, user data, and commercial strategies disclosed during the engagement as strictly confidential. Avy Digital will never share or repurpose your proprietary data without explicit written consent.
6. Warranties & Disclaimers
We engineer our deliverables with industry leading best practices, modern semantic code, rigorous testing, and data backed marketing methodologies. While we relentlessly optimize for maximum performance and conversion lift, digital advertising auction dynamics and third party algorithm updates prevent guarantees of specific third party revenue amounts.
7. Limitation of Liability
To the maximum extent permitted by applicable law, neither party shall be liable for indirect, incidental, consequential, or punitive damages arising from the engagement. In all circumstances, Avy Digital’s total cumulative liability is capped at the total fees paid by the client under the applicable Statement of Work during the three (3) months preceding the claim.
8. Governing Law & Jurisdiction
These Terms and any related agreements are governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, USA, without regard to its conflict of law principles.