Terms of Service

Section 01

Acceptance of Terms

By accessing or using the website, services, or digital marketing solutions provided by Atholm, LLC ("Atholm," "we," "us," or "our"), you ("Client" or "you") agree to be bound by these Terms of Service ("Terms"). If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. If you do not agree to these Terms, do not use our services.

Section 02

Services Provided

Atholm, LLC provides digital marketing services including, but not limited to:

• Search Engine Optimization (SEO)
• Google Ads and paid media campaign management
• Website design and development
• AI-assisted content strategy and workflow integration
• Digital marketing consulting and analytics

The specific scope of services, deliverables, timelines, and fees for each engagement will be defined in a separate Statement of Work ("SOW") or Service Agreement executed between Atholm and the Client. In the event of a conflict between these Terms and a SOW, the SOW shall control.

Section 03

Payment Terms

Unless otherwise specified in a SOW or invoice:

• Payment is due within fifteen (15) days of invoice date.
• Retainer-based engagements are invoiced monthly in advance.
• Project-based work may require a deposit of up to fifty percent (50%) prior to commencement.
• Overdue balances are subject to a late fee of 1.5% per month on the outstanding amount.
• Atholm reserves the right to suspend services for accounts more than thirty (30) days past due.

All fees are stated in U.S. dollars. Clients are responsible for any applicable taxes, including sales tax, where required by law.

Section 04

Intellectual Property

Upon receipt of full payment, Atholm grants the Client a non-exclusive license to use all final deliverables produced specifically for the Client under the applicable SOW. Atholm retains ownership of all underlying methodologies, tools, frameworks, templates, and pre-existing intellectual property used in delivering services.

Client grants Atholm a limited, non-exclusive license to access and use Client-provided materials, accounts, assets, and platforms solely for the purpose of delivering the agreed-upon services. Atholm may reference the Client relationship for portfolio and marketing purposes unless the Client requests otherwise in writing.

Section 05

Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other party in connection with the services ("Confidential Information"). Neither party shall disclose Confidential Information to third parties without prior written consent, except as required by law. This obligation survives termination of the engagement for a period of three (3) years.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; or (c) is independently developed by the receiving party without reference to the Confidential Information.

Section 06

Client Responsibilities

Client agrees to:

• Provide timely access to necessary accounts, credentials, assets, and approvals required for Atholm to perform the services.
• Ensure that all materials, content, and information provided to Atholm are accurate and do not infringe upon any third-party rights.
• Designate a primary point of contact to communicate with Atholm during the engagement.
• Review and respond to deliverables within the timeframe specified in the SOW. Delays caused by Client may affect timelines and are not the responsibility of Atholm.

Section 07

Warranties and Disclaimers

Atholm warrants that services will be performed in a professional manner consistent with industry standards. However, Atholm does not guarantee specific rankings, traffic levels, conversion rates, return on ad spend, or other performance outcomes, as these are influenced by factors outside Atholm's control including search engine algorithm changes, market conditions, and competitive dynamics.

Section 08

Limitation of Liability

Section 09

Indemnification

Client agrees to indemnify, defend, and hold harmless Atholm, LLC and its members, managers, employees, contractors, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Client's breach of these Terms; (b) Client's use of the services in violation of applicable law; or (c) any third-party claim arising from materials or content provided by Client.

Section 10

Term and Termination

These Terms remain in effect for the duration of any active SOW or service engagement. Either party may terminate an engagement by providing thirty (30) days' written notice, unless a different notice period is specified in the applicable SOW.

Upon termination:

• Client shall pay all fees for services rendered through the termination date.
• Atholm will provide Client with access to completed work product for which payment has been received.
• Any prepaid fees for services not yet rendered will be refunded on a pro-rated basis unless the SOW specifies otherwise.

Atholm may terminate immediately and without notice if Client materially breaches these Terms and fails to cure such breach within ten (10) days of written notice.

Section 11

Third-Party Platforms and Tools

Atholm's services may involve the use of third-party platforms, tools, and services including Google Ads, Google Analytics, Meta, SEMrush, and AI platforms such as OpenAI, Anthropic, and Google Gemini. Client acknowledges that Atholm is not responsible for changes to, outages of, or policy updates from these third-party platforms. Use of such platforms is subject to each platform's own terms of service.

Section 12

Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflict of law provisions. Any dispute arising out of or relating to these Terms or the services provided by Atholm, LLC shall be subject to the exclusive jurisdiction of the state and federal courts located in New Jersey. Both parties consent to personal jurisdiction in such courts and waive any objection to venue.

Section 13

Dispute Resolution

Before initiating formal legal proceedings, the parties agree to attempt in good faith to resolve any dispute through direct negotiation. If the dispute cannot be resolved within thirty (30) days of written notice, either party may pursue available legal remedies in the courts identified in Section 12.

For disputes involving amounts less than $5,000, the parties agree to submit to binding arbitration administered in New Jersey in accordance with the rules of the American Arbitration Association. The arbitrator's decision shall be final and may be entered as a judgment in any court of competent jurisdiction.

Section 14

Modifications to Terms

Atholm reserves the right to update these Terms at any time. Updated Terms will be posted on our website with a revised effective date. Continued use of our services following notice of changes constitutes acceptance of the updated Terms. For active client engagements, material changes will be communicated via email with at least fourteen (14) days' notice.

Section 15

Entire Agreement

These Terms, together with any applicable SOW or Service Agreement, constitute the entire agreement between the parties with respect to the subject matter herein and supersede all prior agreements, representations, and understandings, whether written or oral. If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

Section 16

Waiver

The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorized representative of the waiving party.

Section 17

Contact Information

For questions about these Terms of Service, please contact: