Terms & Conditions

1. Acceptance of Terms

By accessing and using the services provided by Matrix Promo Discounts LLC ("Company," "we," "our," or "us"), you ("Client," "you," or "your") agree to be bound by these Terms and Conditions ("Terms"). If you do not agree to these Terms, please do not use our services.

These Terms constitute a legally binding agreement between you and Matrix Promo Discounts LLC regarding your use of our services, including but not limited to digital marketing, website development, and mobile app development services.

2. Services Description

Matrix Promo Discounts LLC provides the following services:

• Digital Marketing Services: Search engine optimization (SEO), social media marketing, pay-per-click advertising, content creation, email marketing, and analytics reporting
• Website Development: Custom website design and development, e-commerce solutions, content management systems, and website maintenance
• Mobile App Development: iOS and Android application development, cross-platform solutions, API integration, and app store deployment
• Consultation Services: Strategic planning, digital audits, and business consulting

3. Service Agreement and Scope

3.1 Project Scope

The specific scope of work, deliverables, timelines, and pricing will be detailed in a separate Statement of Work (SOW) or service agreement for each project. Any changes to the agreed scope must be documented and approved in writing by both parties.

3.2 Client Responsibilities

Clients are responsible for:

• Providing accurate and complete information required for project completion
• Timely feedback and approvals
• Providing necessary access to existing systems, accounts, and platforms
• Compliance with all applicable laws and regulations
• Ensuring content provided is original or properly licensed

3.3 Company Responsibilities

Matrix Promo Discounts LLC will:

• Deliver services in accordance with industry standards
• Maintain confidentiality of client information
• Provide regular project updates and communication
• Meet agreed-upon deadlines and deliverables
• Provide post-launch support as specified in the service agreement

4. Payment Terms

4.1 Pricing and Fees

Service fees are as specified in the applicable service agreement or SOW. All prices are in US Dollars unless otherwise specified.

4.2 Payment Schedule

• One-time Projects: 50% deposit required to commence work, with remaining balance due upon project completion
• Monthly Services: Payment due monthly in advance
• Custom Projects: Payment schedule as agreed in the SOW

4.3 Late Payments

Late payments may result in:

• Suspension of services until payment is received
• Late fees of 1.5% per month on overdue amounts
• Transfer to collections agency
• Legal action to recover outstanding amounts

4.4 Taxes

Client is responsible for all applicable taxes, duties, and fees related to the services provided.

5. Intellectual Property Rights

5.1 Client-Owned Materials

Client retains ownership of all materials, content, and intellectual property provided to the Company for use in the project.

5.2 Work Product

Upon full payment, Client will own the final deliverables specifically created for the project. However, the Company retains rights to:

• Proprietary methodologies and processes
• General knowledge and experience gained
• Code frameworks and templates (non-client specific)
• Use project as a portfolio example (with client permission)

5.3 Third-Party Materials

Any third-party materials, software, or tools used in the project remain the property of their respective owners. Client is responsible for obtaining necessary licenses.

6. Confidentiality

Both parties agree to maintain the confidentiality of sensitive information shared during the course of the business relationship. This includes:

• Business strategies and plans
• Customer data and lists
• Financial information
• Technical specifications and processes
• Any information marked as confidential

This confidentiality obligation survives the termination of the service agreement.

7. Warranties and Disclaimers

7.1 Service Warranty

We warrant that services will be performed in a professional manner consistent with industry standards. Any defects in workmanship will be corrected at no additional charge if reported within 30 days of delivery.

7.2 Disclaimers

EXCEPT AS EXPRESSLY STATED, ALL SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• Warranties of merchantability and fitness for a particular purpose
• Guarantees of specific results or outcomes
• Warranties regarding third-party services or platforms
• Guarantees of uninterrupted service availability

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• Our total liability for any claim shall not exceed the amount paid by Client for the specific service that gave rise to the claim
• We shall not be liable for indirect, incidental, special, consequential, or punitive damages
• We are not responsible for loss of profits, revenue, data, or business opportunities
• Client assumes all responsibility for results obtained from our services

9. Termination

9.1 Termination by Client

Client may terminate services with 30 days written notice. Client remains responsible for:

• Payment for all work completed prior to termination
• Any non-refundable expenses incurred
• Minimum commitment periods as specified in the service agreement

9.2 Termination by Company

We may terminate services immediately if:

• Client fails to pay invoices when due
• Client breaches these Terms
• Client engages in illegal or unethical activities
• Services are used in a manner that violates our policies

9.3 Effect of Termination

Upon termination, all unpaid invoices become immediately due, and each party will return confidential information belonging to the other party.

10. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from acts beyond their reasonable control, including but not limited to natural disasters, government actions, pandemic restrictions, or technical failures of third-party services.

11. Governing Law and Dispute Resolution

11.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to conflict of law principles.

11.2 Dispute Resolution

Any disputes arising from these Terms or the services provided shall be resolved through:

1. Good faith negotiations between the parties
2. Mediation if negotiations fail
3. Binding arbitration if mediation is unsuccessful
4. Courts of Wayne County, Michigan, as a last resort

12. Modifications and Updates

We reserve the right to modify these Terms at any time. Changes will be effective upon posting to our website. Continued use of our services after changes constitutes acceptance of the updated Terms. For material changes, we will provide reasonable notice to existing clients.

13. Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the remainder of these Terms shall remain in full force and effect.

14. Entire Agreement

These Terms, together with any applicable SOW or service agreement, constitute the entire agreement between the parties and supersede all prior negotiations, representations, or agreements relating to the subject matter herein.

15. Contact Information

Questions regarding these Terms should be directed to: