Terms of Service

1. Services

We will provide the services described in the Agreement ("Services"), which may include any or all of the following (as specified in each Agreement):

• Local SEO and related organic search optimization;
• Website Development and design;
• Application Development (web or mobile apps);
• Google Ads and paid advertising campaigns;
• Conversion Rate Optimization (CRO);
• Hosting (web hosting services); and/or
• Website Security (including SSL, malware scanning, firewalls, and related protections).

Specific scope, deliverables, timelines, and pricing will be set forth in the Agreement or applicable SOW. Services are performed on a commercially reasonable efforts basis unless otherwise expressly stated in writing.

2. Client Responsibilities

You agree to:

• Provide timely access to your accounts, websites, analytics, content, logos, branding, and any other materials reasonably requested ("Client Materials").
• Obtain all necessary consents, licenses, and permissions for Client Materials and any third-party tools or data you supply.
• Review and approve deliverables within the timeframes specified (or within 5 business days if none specified).
• Comply with all applicable laws, Google Ads policies, and platform terms.
• Maintain accurate and complete account information.
• Not engage in any activity that could interfere with our provision of Services or violate laws.

You are solely responsible for the accuracy, legality, and completeness of Client Materials. We are not responsible for delays caused by your failure to meet these obligations.

3. Fees, Payment, and Billing

• Fees are set forth in the Agreement. Recurring Services are billed monthly in advance via automatic EFT debits, or credit card payments.
• One-time or project-based fees are due net 15 days from the invoice date.
• No Services will begin until the first payment is received in full.
• We may suspend Services immediately for any past-due amounts.
• All fees are non-refundable once work has begun.
• Late payments accrue interest at the rate of 1.5% per month or the maximum allowed by Wyoming law, whichever is less.
• You are responsible for all taxes (excluding our income taxes).

4. Intellectual Property

Client Materials

You retain ownership of your pre-existing content and materials. You grant us a limited, non-exclusive, royalty-free license to use them solely to provide the Services.

Deliverables

We retain all right, title, and interest in all deliverables (including website code, designs, applications, ad creatives, optimized content, and other work product) until full and final payment of all fees due under the Agreement.

Upon receipt of full and final payment, we will assign to you all right, title, and interest in the custom deliverables created specifically for you.

For services paid over time or amortized: You acknowledge and agree that ownership does not transfer until all payments are made in full. Until then, you are granted only a limited, revocable license to use the deliverables. You assume all liability and risk for any use of the deliverables prior to full ownership transfer. In the event of non-payment, we will work with you in good faith to achieve an amicable outcome.

Our Pre-Existing IP and Tools

We (and our licensors) retain all rights to our methodologies, templates, software tools, platforms, know-how, and any pre-existing or third-party materials. We grant you a limited, non-exclusive, revocable license to use them solely for your internal business purposes during the term of the Agreement.

No Reverse Engineering

You may not reverse engineer, modify, or create derivative works of our tools except as permitted in the Agreement.

5. Confidentiality

Each party will keep the other's confidential information (including pricing, strategies, and non-public data) confidential and use it only as necessary to perform under the Agreement. This obligation survives termination for 3 years.

6. Warranties and Disclaimers

Our Warranties

We warrant that we will perform the Services in a professional and workmanlike manner consistent with industry standards.

No Guarantees on Results

Marketing services (Local SEO, Google Ads, CRO) involve variables outside our control. We make no guarantees regarding search rankings, traffic, conversions, leads, sales, ROI, or ad performance.

Hosting and Security

We will use commercially reasonable efforts to provide hosting with reasonable uptime and security, including monthly backups. However, we do not guarantee 100% uptime, uninterrupted service, or absolute security. You acknowledge that no system is completely secure. Regular backups are provided on a monthly basis, but you remain responsible for your own data integrity and should maintain your own copies where possible. We are not liable for downtime caused by third parties, force majeure, or your actions.

7. Limitation of Liability

8. Indemnification

You will indemnify, defend, and hold us harmless from any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from: (i) your breach of these Terms or the Agreement; (ii) your Client Materials; (iii) your violation of third-party rights or laws; or (iv) your use of the Services. We will indemnify you for claims that the Services infringe third-party IP (subject to the limitations above).

9. Term, Termination, and Suspension

• The Agreement term is as specified in the Agreement.
• Cancellations are permitted only upon mutual written agreement of both parties.
• Either party may terminate for material breach with 30 days' written notice if the breach is not cured.
• We may suspend Services immediately for non-payment or if continued performance would violate law.
• Upon termination, you will pay for all Services performed up to the termination date (no refunds once work has begun). Certain provisions (IP, confidentiality, disclaimers, liability, indemnification) survive termination.

10. Amendments to These Terms

We may update these Terms periodically. We will post the updated Terms at https://pathway-digital.com/terms/ and/or notify you by email. Material changes will be effective 30 days after posting/notification. Your continued use of the Services or execution of a new Agreement after the effective date constitutes acceptance. If you do not agree, you must stop using the Services and notify us in writing.

11. Governing Law and Dispute Resolution

These Terms and the Agreement are governed by the laws of the State of Wyoming, without regard to conflict of laws principles. Any disputes will be resolved exclusively in the state or federal courts located in Sheridan County, Wyoming. The prevailing party in any action is entitled to recover reasonable attorneys' fees and costs.

12. Miscellaneous

• Force Majeure: Neither party is liable for delays caused by events beyond reasonable control.
• Independent Contractors: We are independent contractors; no partnership or agency is created.
• Severability: If any provision is held invalid, the remainder remains in effect.
• Entire Agreement: These Terms (together with the Agreement) constitute the entire understanding. No modifications except in a signed writing or as permitted in Section 10.
• Assignment: You may not assign without our prior written consent. We may assign to an affiliate or successor.
• Notices: All notices must be in writing (email suffices).