IMPRINT DIGITAL AGENCY LLC

TERMS AND CONDITIONS

Last Updated: May 11, 2026

These Terms and Conditions, together with any applicable Terms of Service provisions for the Imprint client dashboard, reporting portal, client portal, or related software-enabled tools (collectively, the “Terms”), govern all services, software access, dashboard access, reporting tools, marketing services, website services, and related work provided by Imprint Digital Agency LLC, a California limited liability company doing business as Imprint Agency, IMPRiNT Agency, or Imprint (“Imprint,” “Agency,” “we,” “us,” or “our”), to any client, customer, user, or business that purchases, approves, authorizes, accesses, or receives services from Imprint (“Client,” “you,” or “your”).

By signing a proposal, approving a statement of work, paying an invoice, submitting payment, authorizing work, approving services, accessing or using the Imprint client dashboard at dashboard.imprint.la, using our services, or otherwise engaging Imprint, Client agrees to be bound by these Terms. If you do not agree to these Terms, do not use our services or access the Imprint Dashboard.

These Terms apply to all proposals, invoices, service orders, statements of work, estimates, project approvals, retainers, website projects, advertising campaigns, marketing services, dashboard access, reporting portals, CRM support, consulting services, and related client arrangements unless otherwise agreed in a separate written agreement signed by both parties.

1. Services

Imprint provides digital marketing and related services, which may include paid media buying, advertising management, campaign optimization, creative support, website design and development support, landing page support, copywriting support, SEO, content creation, tracking implementation, analytics, reporting, CRM support, funnel support, consulting, access to a client-facing performance dashboard, and other marketing-related services (the “Services”).

The specific Services, fees, timelines, deliverables, and project details will be described in an applicable proposal, statement of work, invoice, service order, written estimate, or other written approval (each, an “SOW”).

If there is a conflict between these Terms and an SOW, the SOW will control only for the specific Services described in that SOW, unless the SOW expressly states otherwise.

2. Imprint Dashboard and Client-Facing Reporting Tools

Imprint may provide Client with access to an Imprint-branded dashboard, reporting portal, analytics interface, CRM layer, performance dashboard, client portal, or other software-enabled reporting or account management system, including the client dashboard located at dashboard.imprint.la, if applicable (collectively, the “Imprint Dashboard”), as part of the Services or as an optional add-on.

The Imprint Dashboard may display or connect to advertising platforms, analytics platforms, CRM systems, ecommerce systems, call tracking systems, website systems, lead forms, third-party applications, or other Client-approved data sources, including but not limited to Google Ads, Meta Ads, Shopify, Google Search Console, Google Analytics, CRM platforms, ecommerce platforms, and related marketing or analytics systems.

By connecting or authorizing connected accounts, Client authorizes Imprint to access, connect, process, display, transmit, and store relevant Client data from those platforms solely as reasonably necessary to provide dashboard functionality, reporting, analytics, attribution, optimization, client communication, account management, and related Services. Client may revoke third-party platform access at any time, subject to the understanding that revocation may limit or disable dashboard functionality, reporting, integrations, campaign support, or other Services.

Client acknowledges that dashboard data may depend on third-party APIs, platform permissions, integrations, tracking configurations, data sync timing, attribution windows, cookie restrictions, browser limitations, user permissions, and third-party system availability. Dashboard data may not always match platform-native reporting, accounting records, CRM records, payment processor records, or other internal Client systems.

The Imprint Dashboard is provided for operational, marketing, analytics, and reporting convenience only. It is not a financial accounting system, legal compliance system, tax system, medical records system, regulated data system, or guaranteed system of record. Client remains responsible for independently verifying business-critical data before making financial, legal, operational, regulatory, or business decisions.

Unless otherwise agreed in writing, Imprint retains all rights, title, and interest in the Imprint Dashboard, including its interface, workflows, templates, configurations, automations, reporting logic, visualizations, software, source code, documentation, product roadmap, and related intellectual property. Client receives only a limited, revocable, non-exclusive, non-transferable right to access and use the Imprint Dashboard during the active term of Client’s Services with Imprint.

Client may not copy, reproduce, reverse engineer, resell, sublicense, scrape, commercially exploit, or provide unauthorized third-party access to the Imprint Dashboard. Client is responsible for maintaining the confidentiality of dashboard login credentials and for all activity occurring under Client’s authorized users.

Imprint may update, modify, suspend, limit, or discontinue the Imprint Dashboard or any dashboard feature at any time. Imprint is not liable for dashboard downtime, integration errors, reporting discrepancies, sync delays, data loss, third-party API changes, platform restrictions, platform reporting errors, account connection failures, or interruptions outside Imprint’s reasonable control.

Upon termination of Services, Client’s access to the Imprint Dashboard may be disabled. Client is responsible for exporting or requesting any reasonably available Client-owned data before termination. Imprint is not required to maintain dashboard access, historical reports, dashboard configurations, third-party integrations, or client portal availability after Services end unless agreed in writing.

3. Account Access and Credentials

Client is responsible for maintaining the confidentiality and security of all account credentials, platform logins, dashboard logins, user permissions, connected accounts, payment credentials, and related access credentials.

Client agrees to notify Imprint immediately of any unauthorized use, suspected breach, compromised credential, account takeover, suspicious activity, or security incident affecting any account, dashboard, platform, ad account, website, CRM, ecommerce system, payment processor, or third-party system involved in the Services.

Imprint reserves the right to suspend, restrict, or terminate dashboard accounts, user access, platform access, or Services if Imprint reasonably believes there has been unauthorized use, a violation of these Terms, a security threat, a legal risk, nonpayment, platform misuse, or conduct that may harm Imprint, Client, any third party, or connected systems.

4. No Legal, Compliance, Financial, Tax, Medical, or Regulatory Advice

Imprint is a marketing and digital services provider. Imprint does not provide legal advice, regulatory advice, tax advice, accounting advice, medical advice, healthcare compliance advice, privacy compliance advice, financial advice, or industry-specific compliance consulting.

Client is solely responsible for obtaining advice from qualified professionals regarding Client’s business, products, services, advertising claims, website content, policies, terms, disclosures, consumer notices, data practices, privacy obligations, industry regulations, and legal compliance.

Any support provided by Imprint with copy, policies, disclosures, terms, website language, advertising language, offers, disclaimers, or other written materials is provided solely as marketing, drafting, design, administrative, implementation, or formatting support and does not constitute legal review, compliance review, legal approval, or regulatory approval.

5. Client Responsibilities

Client is solely responsible for all legal, regulatory, platform, industry, and business compliance related to Client’s products, services, website, landing pages, funnels, advertising, customer communications, data practices, offers, promotions, and business operations.

Client is solely responsible for, without limitation:

  • Advertising claims, pricing, offers, discounts, guarantees, testimonials, and representations;

  • Product or service claims, health claims, financial claims, legal claims, performance claims, or other business claims;

  • Website, landing page, funnel, checkout, email, SMS, CRM, and advertising content;

  • Terms and conditions, privacy policies, refund policies, subscription terms, shipping policies, sweepstakes or promotion rules, disclaimers, disclosures, consumer notices, rights-of-usage language, and other legal or quasi-legal language;

  • Fulfillment of offers, products, services, refunds, warranties, guarantees, and customer obligations;

  • Data privacy and consumer protection compliance, including CCPA/CPRA, TCPA, CAN-SPAM, HIPAA, FTC rules, state consumer protection laws, and all other laws that may apply to Client’s business;

  • Compliance with advertising platform policies, including Google, Meta, TikTok, LinkedIn, programmatic platforms, email platforms, CRM platforms, ecommerce platforms, and any other applicable systems; and

  • Industry-specific rules and regulations applicable to Client’s products, services, market, or customer communications.

6. Website Content, Copy, Policies, Disclosures, and Legal Language

Client is solely responsible for thoroughly reviewing, approving, and monitoring all live website text, body copy, page copy, ad copy, landing page copy, checkout language, offer language, disclosure statements, policy language, terms and conditions, privacy-related language, refund language, subscription language, rights-of-usage language, disclaimers, claims, testimonials, guarantees, and any other content or language that appears on Client’s website, landing pages, forms, funnels, ads, emails, SMS messages, CRM systems, dashboard-connected systems, or other marketing materials.

Client acknowledges that Imprint may, from time to time, assist with drafting, editing, formatting, migrating, uploading, organizing, revising, or publishing website language, marketing copy, policy language, terms and conditions, privacy-related language, rights-of-usage language, disclosure statements, disclaimers, or other written content as part of a website build, landing page build, advertising campaign, creative project, dashboard setup, CRM setup, or related Service.

Any such assistance is provided solely as a marketing, drafting, design, administrative, implementation, or formatting support service. It does not constitute legal advice, compliance advice, regulatory review, privacy review, consumer protection review, or approval of the legal sufficiency of such language.

Client is solely responsible for ensuring that all language and content is accurate, lawful, complete, enforceable, current, industry-appropriate, platform-compliant, and reviewed by Client’s legal counsel or other qualified advisors as needed.

Imprint has no responsibility or liability for any claim, dispute, loss, fine, penalty, regulatory action, platform action, customer complaint, chargeback, lawsuit, enforcement action, or other issue arising out of or relating to any language, copy, disclosure, policy, terms, rights-of-use statement, disclaimer, representation, offer, claim, or content that Imprint drafts, edits, formats, uploads, migrates, recommends, assists with, or publishes at Client’s request, with Client’s approval, or on Client’s behalf.

Client’s approval, publication, use, or failure to object to any content or language constitutes Client’s acceptance of that content and Client’s assumption of responsibility for it.

7. Approvals

Client is responsible for reviewing and approving all advertising, creative, website content, landing pages, funnels, emails, SMS messages, claims, offers, disclosures, policies, terms, disclaimers, dashboard-connected content, CRM workflows, and other deliverables.

Client approval may be provided in writing, by email, through project management software, by text message, through verbal authorization later acted upon, by approving publication, by approving launch, by approving dashboard or system access, by paying an invoice, by continuing to use the Services, by failing to object after being given a reasonable opportunity to review, or by otherwise authorizing Imprint to proceed.

Client approval constitutes acceptance of the deliverable and assumption of responsibility for the content, claims, compliance, accuracy, legality, and use of the approved materials.

8. Website, CRM, Tracking, and System Changes

Client must provide Imprint with at least two to three (2–3) business days’ advance written notice before making, requesting, or authorizing changes to any system, asset, workflow, account, or integration that may affect marketing performance, tracking, attribution, lead capture, reporting, dashboard functionality, data syncs, or campaign operations.

This includes changes to:

  • Website pages, domains, URLs, landing pages, funnels, checkout pages, forms, or hosting;

  • Phone numbers, call tracking, forwarding numbers, or call routing;

  • CRM systems, pipelines, automations, form fields, lead routing, contact lists, or customer databases;

  • Third-party integrations, including Zapier, HubSpot, GoHighLevel, Salesforce, Shopify, WordPress, Webflow, Squarespace, Klaviyo, Mailchimp, or similar tools;

  • Tracking scripts, pixels, events, conversion APIs, analytics tags, GTM containers, server-side tracking, or attribution systems;

  • Payment processors, calendars, booking tools, scheduling tools, ecommerce systems, or checkout tools;

  • Advertising accounts, analytics accounts, dashboard-connected accounts, API permissions, app permissions, or user permissions; and

  • Any other system affecting lead capture, attribution, reporting, dashboard functionality, advertising performance, or campaign functionality.

Imprint is not liable for lost leads, broken tracking, inaccurate reporting, dashboard inaccuracies, reduced performance, data loss, downtime, missed calls, conversion loss, attribution loss, account disruption, integration failure, or other damages caused by unannounced changes, third-party changes, Client-side changes, platform changes, or changes made without adequate notice to Imprint.

9. Access, Assets, and Client Materials

Client must provide timely access to all accounts, assets, systems, personnel, credentials, platforms, billing information, approvals, and materials reasonably needed for Imprint to perform the Services. Delays in access may delay timelines, deliverables, launch dates, dashboard setup, reporting, or campaign performance.

Client represents and warrants that it owns or has obtained all necessary rights, licenses, permissions, releases, and approvals for all materials provided to Imprint, including logos, images, videos, testimonials, customer content, product claims, data, copy, brand assets, user-generated content, music, fonts, and other materials.

Client is responsible for ensuring that all Client-provided materials may lawfully be used in connection with the Services.

10. Acceptable Use

Client agrees not to use the Services, the Imprint Dashboard, or any Imprint-provided system to:

  • Violate any applicable law, regulation, court order, or platform policy;

  • Infringe or misappropriate the intellectual property, privacy, publicity, or other rights of others;

  • Transmit harmful, malicious, deceptive, fraudulent, unlawful, or abusive content;

  • Attempt to gain unauthorized access to Imprint systems, third-party systems, advertising accounts, dashboards, or data;

  • Interfere with or disrupt the security, integrity, availability, or performance of the Services, Imprint Dashboard, connected accounts, or related systems;

  • Resell, redistribute, sublicense, scrape, copy, or commercially exploit the Services or Imprint Dashboard without written permission; or

  • Use the Services or Imprint Dashboard in a manner that could harm Imprint, Client, any third party, or any connected platform or system.

11. Fees and Payment

Client shall pay Imprint the fees described in the applicable SOW, proposal, invoice, service agreement, or written approval. Fees may include, without limitation, monthly retainers, project fees, hourly fees, creative fees, website fees, ad spend percentage fees, setup fees, tracking implementation fees, dashboard fees, performance-based fees, or other agreed compensation.

Invoices are due upon receipt unless otherwise stated in writing. Invoices are considered late seven (7) calendar days after issuance unless a different payment deadline is stated in writing.

Late payments may result in suspension of Services, pausing of active work, withholding of deliverables, pausing campaign management, disabling dashboard access, removal of Imprint labor from the account, late fees or interest up to the maximum amount permitted by law, and reimbursement of reasonable collection costs, attorneys’ fees, and related expenses.

Client may not withhold, offset, or reduce payment of Imprint invoices based on disputed performance, marketing outcomes, platform issues, third-party issues, dashboard issues, reporting discrepancies, or pending Client approvals, unless required by law.

12. Media Spend and Third-Party Charges

Client is solely responsible for all media spend, platform-billed charges, ad account balances, merchant fees, software fees, domain fees, hosting fees, app fees, subscriptions, third-party tool fees, dashboard-connected platform fees, and other third-party costs unless expressly stated otherwise in writing.

Client acknowledges that advertising platforms, software providers, hosting providers, CRM providers, ecommerce platforms, analytics tools, call tracking providers, dashboard-connected systems, and other third parties may bill Client directly. Imprint is not responsible for Client’s platform-billed charges, media spend, third-party subscriptions, payment method failures, billing disputes, refunds, overdrafts, or account balances.

13. No Guarantee of Results

Client acknowledges that advertising, marketing, SEO, conversion rate optimization, lead generation, creative testing, website performance, dashboard reporting, tracking, attribution, and campaign outcomes are affected by many factors outside Imprint’s control.

Imprint does not guarantee any specific revenue, ROI, ROAS, profit, sales, lead volume, conversion rate, ranking, traffic level, cost per lead, cost per acquisition, platform approval, dashboard accuracy, attribution accuracy, or other performance outcome.

Client understands that past performance, projections, estimates, benchmarks, forecasts, reports, dashboard visualizations, or case studies do not guarantee future results.

14. Platform and Third-Party Dependencies

Client acknowledges that the Services and Imprint Dashboard may depend on third-party platforms, algorithms, policies, approval systems, software tools, APIs, integrations, hosting providers, analytics systems, browsers, devices, networks, and payment systems.

Imprint is not responsible for third-party changes, outages, account restrictions, platform decisions, ad disapprovals, review delays, bugs, tracking limitations, API failures, reporting discrepancies, billing issues, system errors, data discrepancies, account suspensions, policy changes, or other matters outside Imprint’s reasonable control.

15. Cybersecurity, Account Compromise, Fraudulent Activity, and Malicious Spend

Client acknowledges that advertising accounts, business managers, analytics accounts, websites, CRMs, ecommerce accounts, payment systems, email accounts, personal accounts, employee accounts, contractor accounts, dashboard accounts, and other connected systems may be targeted by hackers, malicious actors, phishing attempts, credential theft, malware, social engineering, unauthorized access, fraudulent activity, or other cybersecurity threats.

Client is responsible for maintaining commercially reasonable security practices for Client-owned accounts and systems, including strong passwords, multi-factor authentication where available, appropriate user permissions, timely removal of former employees or vendors, secure email practices, device security, and prompt reporting of suspicious activity.

Imprint is not responsible for unauthorized access, fraudulent spend, malicious campaign activity, fraudulent charges, account takeovers, hacked accounts, compromised credentials, phishing attacks, malware, social engineering, unauthorized user activity, third-party platform security failures, payment method misuse, or other activity caused by bad actors, compromised Client systems, compromised third-party systems, compromised user credentials, or events outside Imprint’s reasonable control.

If unauthorized access, suspicious activity, fraudulent spend, or account compromise is discovered, Client agrees to notify Imprint immediately and cooperate in good faith with reasonable remediation steps, which may include pausing campaigns, removing users, changing passwords, enabling or updating multi-factor authentication, contacting third-party platforms, disputing unauthorized charges, reviewing account changes, restoring prior settings where possible, and implementing additional security controls.

Client remains solely responsible for media spend, platform-billed charges, account balances, payment method charges, and third-party fees incurred through Client-owned or Client-authorized accounts, including charges resulting from unauthorized access or malicious activity, except to the extent caused directly by Imprint’s proven gross negligence or willful misconduct.

Client agrees to indemnify, defend, and hold harmless Imprint, its owners, members, officers, employees, contractors, vendors, representatives, and affiliates from and against all claims, demands, damages, liabilities, losses, costs, chargebacks, platform charges, fraudulent spend, penalties, investigations, and expenses, including reasonable attorneys’ fees, arising out of or relating to unauthorized access, malicious activity, hacked accounts, compromised credentials, fraudulent media spend, unauthorized platform changes, or bad-actor activity involving Client-owned accounts, Client-authorized accounts, Client systems, third-party systems, or credentials not solely controlled by Imprint, except to the extent caused directly by Imprint’s proven gross negligence or willful misconduct.

16. Termination and Suspension

Unless otherwise stated in an SOW, either party may terminate ongoing services upon thirty (30) days’ prior written notice.

Imprint may suspend Services, pause work, withhold deliverables, pause campaign management, disable dashboard access, restrict account access, or reduce account activity if Client fails to make timely payment, fails to provide required access, fails to provide approvals, fails to provide required assets, violates these Terms, creates legal or platform risk, or otherwise materially prevents Imprint from performing the Services.

Upon termination, Client shall pay Imprint for all Services performed, work in progress, approved deliverables, accrued fees, dashboard fees, media management fees, and any non-cancellable third-party costs incurred through the effective termination date. Termination does not relieve Client of payment obligations incurred before termination.

Client-owned data remains Client property, subject to these Terms. Upon termination, Client is responsible for exporting or requesting any reasonably available Client-owned data before account access, dashboard access, or connected systems are disabled. Unless otherwise agreed in writing, Imprint is not required to maintain Client access to the Imprint Dashboard, historical reports, dashboard configurations, third-party integrations, or client portal data after Services end.

17. Intellectual Property

Imprint retains all rights, title, and interest in and to its proprietary systems, processes, templates, methods, strategies, know-how, optimization techniques, reporting formats, internal tools, workflows, software configurations, dashboard systems, client portal systems, account structures, research methods, prompts, frameworks, AI systems, marketing technology, productivity technology, automation tools, software products, product concepts, product roadmaps, algorithms, data models, analytics methods, user interface concepts, reporting logic, and pre-existing materials (“Imprint IP”).

Client retains ownership of its pre-existing branding, trademarks, content, product materials, business information, customer data, assets, advertising account data, and other materials provided to Imprint (“Client IP”).

Client grants Imprint a limited, non-exclusive, royalty-free license to use Client IP solely as necessary to perform the Services, manage campaigns, create deliverables, publish approved materials, connect dashboard systems, generate reports, administer Client’s marketing activities, and provide related services.

Unless otherwise stated in writing and subject to full payment of all amounts owed, Client receives ownership of final creative deliverables created specifically for Client, excluding Imprint IP, third-party materials, stock assets, licensed materials, software, templates, tools, dashboard systems, reporting systems, or underlying working files unless expressly included in writing.

Client-owned ad accounts remain Client property. Imprint-owned ad accounts, business managers, pixels, dashboards, reporting systems, templates, proprietary account structures, software, automations, and internal tools remain Imprint property unless expressly transferred in writing.

Client acknowledges that Imprint develops, improves, and may continue to develop proprietary technology, software, AI tools, marketing tools, productivity tools, dashboards, automations, analytics systems, reporting systems, workflow tools, creative tools, optimization tools, and related products for its own business and for use with multiple clients. Nothing in these Terms, any SOW, or the parties’ relationship restricts Imprint from independently developing, improving, commercializing, licensing, selling, or using technology, software, features, functionality, ideas, concepts, methods, workflows, automations, designs, dashboards, reporting structures, AI tools, marketing tools, or productivity tools that may be similar to, competitive with, or functionally overlap with technology, products, ideas, concepts, workflows, or business plans developed, contemplated, or used by Client, provided Imprint does not misappropriate Client’s Confidential Information, trade secrets, or Client-owned intellectual property.

Client agrees that general ideas, know-how, skills, experience, methods, concepts, feature categories, market observations, industry knowledge, technical approaches, and lessons learned by Imprint in the course of providing Services are not owned by Client and may be used by Imprint in its business, products, services, and technology development, subject to Imprint’s confidentiality obligations under these Terms.

AI-generated blog content, copy, or creative deliverables created specifically for Client through Imprint tools or Services will be treated as Client-owned final deliverables upon creation and full payment, subject to these Terms and excluding Imprint IP, third-party materials, software, templates, prompts, workflows, or underlying tools.

18. Portfolio Rights

Unless Client objects in writing, Imprint may identify Client as a client and may reference non-confidential examples of work, results, screenshots, or case studies in Imprint’s portfolio, sales materials, website, social media, or internal presentations, provided Imprint does not disclose Client’s confidential information.

19. Confidentiality and Client Data

Each party may receive non-public business, financial, marketing, strategic, technical, customer, pricing, campaign, or operational information from the other party (“Confidential Information”).

Client data, including advertising account data, campaign performance data, customer data, lead data, CRM data, sales data, revenue data, analytics data, dashboard data, login credentials, account access information, business strategy, budgets, customer lists, internal communications, and other non-public Client information, is treated as Confidential Information under these Terms.

Imprint will not sell, rent, trade, publish, or share privileged, confidential, sensitive, or non-public Client data with unaffiliated third parties without Client’s explicit consent, except as reasonably necessary to provide the Services, operate approved systems, manage campaigns, integrate approved tools, provide dashboard functionality, comply with law, protect legal rights, prevent fraud or security threats, or work with employees, contractors, vendors, advisors, platforms, or service providers who need access for legitimate business purposes and are bound by confidentiality or data protection obligations.

Client authorizes Imprint to access, process, transmit, store, and use Client data as reasonably necessary to perform the Services, including campaign management, reporting, dashboard functionality, analytics, tracking, attribution, optimization, CRM integration, website support, platform integrations, troubleshooting, and client communication.

Imprint may use aggregated, anonymized, or de-identified data for internal analysis, benchmarking, performance improvement, service development, reporting templates, operational insights, or marketing intelligence, provided such data does not identify Client, Client’s customers, or Client’s confidential business information.

Each party agrees to use the other party’s Confidential Information only as necessary to perform obligations under these Terms and not to disclose such information to third parties except as permitted under these Terms or with the disclosing party’s consent.

Confidential Information does not include information that is publicly available, already known without restriction, independently developed, or lawfully received from a third party without a duty of confidentiality.

Confidentiality obligations survive termination of the parties’ relationship for five (5) years, except trade secrets, which remain protected for as long as they qualify as trade secrets under applicable law.

20. Disclaimer of Warranties

The Services, Imprint Dashboard, reporting tools, client portal, analytics, recommendations, deliverables, integrations, and related services are provided “as is” and “as available” without warranties of any kind, whether express, implied, statutory, or otherwise.

To the maximum extent permitted by law, Imprint disclaims all warranties, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, availability, uptime, uninterrupted operation, error-free operation, data accuracy, reporting accuracy, dashboard accuracy, platform approval, campaign performance, search ranking results, or advertising outcomes.

Third-party platform data is provided as reported by those third-party platforms, systems, APIs, or integrations. Imprint is not responsible for discrepancies, delays, inaccuracies, outages, reporting mismatches, or changes in third-party reporting.

21. Limitation of Liability

To the maximum extent permitted by law, Imprint’s total aggregate liability arising out of or relating to these Terms, any SOW, the Services, the Imprint Dashboard, any deliverable, or the parties’ relationship shall not exceed the total fees paid by Client to Imprint during the thirty (30) days preceding the event giving rise to the claim.

To the maximum extent permitted by law, Imprint shall not be liable for any indirect, incidental, consequential, special, exemplary, punitive, or similar damages, including without limitation:

  • Lost leads, lost revenue, lost profits, lost opportunities, lost goodwill, or lost business value;

  • Decreased advertising performance, increased media costs, or reduced conversion rates;

  • Platform shutdowns, suspensions, restrictions, disapprovals, policy enforcement, or account limitations;

  • Website, hosting, CRM, email, SMS, analytics, pixel, tracking, call tracking, dashboard, API, cybersecurity, account compromise, fraudulent spend, hacked account, bad-actor activity, or third-party system issues;

  • Data loss, tracking loss, attribution loss, reporting discrepancies, dashboard discrepancies, or analytics inaccuracies;

  • Chargebacks, customer complaints, refund claims, consumer disputes, regulatory inquiries, or platform penalties;

  • Unannounced changes by Client or Client’s vendors;

  • Claims arising from Client-approved, Client-supplied, Client-requested, or Client-published language, disclosures, policies, terms, content, copy, claims, or representations; or

  • Any matter outside Imprint’s reasonable control.

Client acknowledges that the fees charged by Imprint reflect the allocation of risk in these Terms and that Imprint would not provide the Services without the limitations of liability stated herein.

22. Indemnification

Client agrees to indemnify, defend, and hold harmless Imprint, its owners, members, officers, employees, contractors, vendors, representatives, and affiliates from and against all claims, demands, damages, fines, penalties, liabilities, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:

  • Client’s products, services, business operations, conduct, fulfillment, pricing, offers, guarantees, warranties, or customer relationships;

  • Client’s advertising content, claims, testimonials, representations, disclosures, disclaimers, or offers;

  • Client’s website, landing pages, funnels, checkout processes, email campaigns, SMS campaigns, social media, dashboard-connected systems, or other marketing materials;

  • Terms and conditions, privacy policies, refund policies, rights-of-use language, disclosure statements, disclaimers, legal language, body copy, website copy, or other language drafted, edited, uploaded, published, recommended, formatted, migrated, or assisted with by Imprint at Client’s request or with Client’s approval;

  • Violations or alleged violations of laws, regulations, industry rules, consumer protection laws, privacy laws, healthcare laws, financial regulations, advertising laws, or platform policies;

  • Client’s data collection, data use, consent practices, customer communications, lead handling, email marketing, SMS marketing, CRM practices, dashboard-connected workflows, or privacy practices;

  • Materials, assets, images, videos, testimonials, music, fonts, logos, customer content, or intellectual property provided by Client or approved by Client;

  • Client’s breach of these Terms or any SOW;

  • Client’s use or misuse of the Imprint Dashboard or connected third-party platforms;

  • Unauthorized access, hacked accounts, compromised credentials, phishing attacks, malware, social engineering, fraudulent media spend, malicious campaign activity, unauthorized account changes, payment method misuse, or bad-actor activity involving Client-owned accounts, Client-authorized accounts, Client systems, third-party systems, or credentials not solely controlled by Imprint, except to the extent caused directly by Imprint’s proven gross negligence or willful misconduct; or

  • Client’s negligence, willful misconduct, fraud, or violation of third-party rights.

This indemnification obligation survives termination of the parties’ relationship.

23. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of California, without regard to conflict of law principles.

Any dispute arising out of or relating to these Terms, any SOW, the Services, the Imprint Dashboard, or the parties’ relationship shall be brought exclusively in the state or federal courts located in Los Angeles County, California, unless otherwise required by law.

Before initiating litigation, the parties agree to make a good-faith effort to resolve disputes through mediation in Los Angeles County, California, unless emergency injunctive relief is required.

The prevailing party in any action or proceeding arising out of or relating to these Terms shall be entitled to recover its reasonable attorneys’ fees and costs to the extent permitted by law.

24. Changes to Terms

Imprint may update these Terms periodically. Continued use of the Services or the Imprint Dashboard after changes are posted, sent, or otherwise made available constitutes acceptance of the updated Terms.

Imprint may notify Client of material changes by email, dashboard notice, proposal update, invoice notice, website posting, or other reasonable method. Client is responsible for reviewing the then-current Terms applicable to the Services.

25. General Terms

Client may not assign its rights or obligations under these Terms without Imprint’s prior written consent. Imprint may assign these Terms in connection with a merger, acquisition, reorganization, sale of assets, or transfer of business operations.

These Terms, together with all applicable SOWs, proposals, invoices, estimates, service agreements, dashboard access terms, or written approvals, constitute the complete agreement between the parties and supersede all prior or contemporaneous discussions, proposals, communications, understandings, or agreements regarding the subject matter of these Terms.

Any modification to these Terms must be in writing and signed or approved by Imprint, unless otherwise required by law.

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect.

Failure by either party to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.

Imprint is not liable for delay or failure to perform due to events outside its reasonable control, including platform outages, cyberattacks, internet failures, labor disputes, governmental actions, natural disasters, payment processor issues, hosting failures, vendor outages, API outages, third-party system failures, or other force majeure events.

Electronic signatures, online approvals, invoice payments, proposal approvals, email approvals, dashboard approvals, and other digital acceptances are valid and binding.

26. Contact

Questions regarding these Terms may be directed to:

Imprint Digital Agency LLC
Attn: Brent Burghdorf
2218 Main St
Santa Monica, CA 90402
Email: brent@imprint.la
Website: imprint.la