Terms and Conditions

1. Acceptance of Terms

By accessing or using the website of Suzu Digital Marketing LLC ("Company," "we," "us," or "our") located at www.suzudigital.com, or by engaging our digital marketing services, 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 website or services.

These Terms constitute a legally binding agreement between you and Suzu Digital Marketing LLC. We reserve the right to modify these Terms at any time. Continued use of our services following the posting of changes constitutes your acceptance of such changes.

2. Description of Services

Suzu Digital Marketing LLC provides digital marketing services including, but not limited to, search engine optimization (SEO), local SEO, Google Ads management, pay-per-click advertising, social media marketing, content marketing, email marketing, website optimization, and analytics and reporting services.

The specific services to be provided, the scope of work, deliverables, timelines, and fees will be outlined in a separate Service Agreement or Statement of Work signed by both parties. These Terms and Conditions are incorporated by reference into all Service Agreements.

We reserve the right to refuse service to any person or entity at our sole discretion.

3. Service Agreements and Engagements

All services are provided pursuant to a written Service Agreement that specifies the scope of work, fees, payment terms, and duration of the engagement. No services will commence until a Service Agreement has been executed by both parties and the initial payment has been received.

Service Agreements may be for a defined term or month-to-month. The specific terms of each engagement will be detailed in the applicable Service Agreement. In the event of any conflict between these Terms and a Service Agreement, the Service Agreement shall control.

We will make commercially reasonable efforts to deliver services as described in the Service Agreement. However, we cannot guarantee specific outcomes including search engine rankings, advertising performance, lead volume, or revenue results.

4. Payment Terms

Fees for services are as specified in the applicable Service Agreement. Unless otherwise agreed in writing:

Monthly Retainer Services: Monthly fees are due and payable in advance on the first day of each month. A valid payment method must be on file before services commence.

Project-Based Services: Project fees are due 50% upon execution of the Service Agreement and 50% upon completion of the project, unless otherwise specified.

Advertising Budgets: Any advertising budgets (Google Ads, Facebook Ads, etc.) are separate from and in addition to management fees. Advertising budgets are billed directly to the client's advertising accounts or invoiced separately.

Late Payments: Invoices not paid within 15 days of the due date are subject to a late fee of 1.5% per month on the outstanding balance. We reserve the right to suspend services for accounts with outstanding balances more than 30 days past due.

Disputed Charges: If you dispute any charge, you must notify us in writing within 30 days of the invoice date. Failure to dispute a charge within this period constitutes acceptance of the charge.

5. Intellectual Property

Client-Owned Materials: All content, data, trademarks, logos, and other materials provided by you to Suzu Digital Marketing LLC remain your property. You grant us a limited license to use such materials solely for the purpose of providing the agreed services.

Company-Owned Materials: Suzu Digital Marketing LLC retains ownership of all proprietary tools, methodologies, processes, templates, and pre-existing intellectual property used in delivering services. We also retain ownership of any general marketing strategies, frameworks, and reporting templates developed in the course of our work.

Work Product: Upon receipt of full payment for services, we assign to you ownership of the specific deliverables created for your account, including written content, ad copy, and campaign structures. This assignment does not include our proprietary tools or methodologies.

Third-Party Materials: Some services may incorporate third-party tools, software, or content subject to separate licensing agreements. You are responsible for complying with all applicable third-party license terms.

6. Client Responsibilities

To enable us to perform services effectively, you agree to:

Provide Accurate Information: Provide accurate, complete, and timely information about your business, products, services, and target market. Inaccurate information may adversely affect campaign performance.

Provide Necessary Access: Grant us necessary access to your website, Google Analytics, Google Search Console, advertising accounts, and other platforms required to perform the services.

Review and Approval: Respond to requests for content approval, feedback, and decisions within the timeframes specified in the Service Agreement. Delays in client approvals may affect campaign timelines and results.

Compliance: Ensure that your business, products, services, and marketing materials comply with all applicable laws and regulations, including advertising laws, industry regulations, and platform policies.

Account Credentials: Maintain the security of any login credentials shared with us and notify us immediately of any unauthorized access.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SUZU DIGITAL MARKETING LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO OUR SERVICES OR THESE TERMS.

Our total cumulative liability to you for any claims arising out of or related to our services shall not exceed the total fees paid by you to Suzu Digital Marketing LLC in the three (3) months immediately preceding the event giving rise to the claim.

We are not liable for: changes in search engine algorithms that affect rankings; changes in advertising platform policies; actions taken by third-party platforms; results that fall below projections or expectations; or any losses resulting from your failure to fulfill your responsibilities as described in these Terms.

8. Disclaimers

No Guarantee of Results: Digital marketing results are inherently variable and depend on numerous factors outside our control, including search engine algorithms, competitor activity, market conditions, and the quality and competitiveness of your products or services. We do not guarantee specific rankings, traffic levels, lead volumes, or revenue outcomes.

Search Engine Policies: Search engine algorithms and advertising platform policies change frequently. We cannot guarantee that strategies effective today will remain effective in the future. We will adapt our strategies to align with current best practices.

Third-Party Platforms: We are not responsible for changes, outages, policy changes, or other issues with third-party platforms including Google, Facebook, LinkedIn, or any other advertising or analytics platform.

Website: Our website is provided "as is" without warranties of any kind, either express or implied.

9. Indemnification

You agree to indemnify, defend, and hold harmless Suzu Digital Marketing LLC and its officers, employees, agents, and contractors from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

(a) Your breach of these Terms or any Service Agreement; (b) Your violation of any applicable law or regulation; (c) Any content or materials you provide to us; (d) Your products or services; (e) Any claim by a third party arising from our performance of services on your behalf in accordance with your instructions.

10. Confidentiality

Each party agrees to maintain the confidentiality of the other party's Confidential Information and not to disclose such information to any third party without prior written consent, except as required by law.

"Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

This obligation of confidentiality does not apply to information that: (a) is or becomes publicly available through no breach of this agreement; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party; or (d) is required to be disclosed by law or court order.

11. Termination

Either party may terminate a Service Agreement upon 30 days' written notice to the other party, unless a different notice period is specified in the Service Agreement.

We may terminate a Service Agreement immediately upon written notice if: (a) you fail to make any payment when due and such failure continues for 10 days after written notice; (b) you materially breach these Terms or the Service Agreement and fail to cure such breach within 15 days after written notice; or (c) you become insolvent or make an assignment for the benefit of creditors.

Upon termination, you remain responsible for all fees earned through the termination date. We will provide reasonable transition assistance to help transfer campaign management to you or a successor agency.

12. Governing Law and Dispute Resolution

These Terms and all Service Agreements shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions.

Informal Resolution: Before initiating any formal dispute resolution, the parties agree to attempt to resolve any dispute informally by contacting the other party in writing and attempting to negotiate in good faith for a period of 30 days.

Arbitration: If informal resolution is unsuccessful, any dispute arising out of or related to these Terms or our services shall be resolved by binding arbitration administered by JAMS in Los Angeles County, California, in accordance with its Commercial Arbitration Rules. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Class Action Waiver: You waive any right to participate in a class action lawsuit or class-wide arbitration against Suzu Digital Marketing LLC.

Venue: For any matters not subject to arbitration, you consent to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California.

13. Contact Information

If you have any questions about these Terms and Conditions, please contact us:

Suzu Digital Marketing LLC 2325 Hayes Ave Long Beach, CA 90810 Phone: (562) 248-8052 Email: yukarisuzu@suzudiging.com