Terms of Service

These Terms of Service (“TOS”) govern your use of Services provided by Matthew James Creative, LLC (“MJC,” “we,” “us,” or “our”). By using the Services, you agree to these TOS, the Hosting Agreement, and the Acceptable Use Policy.

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01Accounts & Access

1. Accuracy: You agree to provide accurate account information and keep credentials secure.
2. Authorization: You are responsible for all activities under your accounts, including those by employees, contractors, or agents.
3. Third-Party Access: If you grant third parties access, you remain responsible for their actions and compliance with these TOS.

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02Third-Party Services & Integrations

1. No Control: The Services may interoperate with third-party products or platforms that MJC does not control.
2. No Warranties: MJC is not responsible for third-party changes, outages, or defects, and provides no warranties regarding their functionality or availability.
3. Costs & Terms: You are responsible for any third-party fees and compliance with their terms.
4. Platform Dependencies: Client acknowledges that algorithm updates, feature changes, pricing, policy enforcement, throttling, or suspensions by third-party platforms (e.g., search engines, ad networks, analytics tools, hosting/CDNs) may impact availability and results. MJC is not liable for such third-party actions or for data inaccuracies in third-party tools.

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03Data, Backups, & Privacy

1. Client Responsibility: You are responsible for web properties you control, for the accuracy of Content you supply, and for compliance with data protection laws.
2. Backups: MJC may perform system-level backups for disaster recovery; these are not a substitute for your own routine backups unless expressly covered in a written maintenance plan.
3. Confidential Information: Each party will use reasonable care to protect the other’s Confidential Information.
4. Privacy: Any privacy policy published by MJC forms part of these TOS.

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04Service Changes, Suspension & Termination

1. Modifications: MJC may modify or discontinue features to improve reliability, security, or performance.
2. Suspension: MJC may suspend or terminate Services for AUP/TOS violations, non-payment, security incidents, or if required by law or to protect the platform.
3. Effect: On termination, MJC will return Client Content and Client data on request. Post-termination access may be limited and subject to fees.

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05Disclaimers

ALL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” MJC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, UPTIME, SECURITY, OR ERROR-FREE OPERATION. NO GUARANTEE IS MADE REGARDING BUSINESS RESULTS, SALES, TRAFFIC, RANKINGS, CONVERSIONS, OR ROI.

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06Limitation of Liability

1. No Consequential Damages: MJC, its owners, employees, affiliates, agents, and vendors shall not be liable for any indirect, incidental, special, exemplary, or consequential damages, including without limitation lost profits, lost sales, lost business, loss of goodwill, loss or corruption of data, or business interruption, even if advised of the possibility of such damages.
2. Specific Exclusions: MJC shall not be liable for downtime or website crashes; vulnerabilities in third-party code; SEO or advertising performance; delays or failures caused by Client, vendors, or force majeure; or any losses from failure to maintain updates, backups, or security.
3. Liability Cap: MJC’s total aggregate liability for any and all claims under these TOS or related to the Services shall not exceed the total fees paid by Client to MJC for the specific Service at issue in the twelve (12) months preceding the event giving rise to the claim.
4. Sole Remedy: Client’s exclusive remedy is to discontinue use of the Services and, where applicable, pursue a refund limited by the Liability Cap.

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07Indemnification

Client agrees to defend, indemnify, and hold harmless MJC, its owners, employees, contractors, affiliates, and vendors from any claims, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising from Client Content, Client’s use of the Services, Client’s breach of the TOS, or claims relating to Client’s website, products, or business.

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08Intellectual Property & DMCA

1. Ownership: Client retains ownership of Client Content. MJC retains ownership in its technology, templates, and tools.
2. License to Host: Client grants MJC a limited license to host and process Client Content as needed to provide the Services.
3. DMCA: If you believe content hosted through the Services infringes your rights, contact us with a detailed notice (including URLs, your contact info, and a sworn statement). MJC may remove or disable access to allegedly infringing material and may terminate repeat infringers.

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09Force Majeure

Neither party is liable for delays or failures due to events beyond reasonable control, including natural disasters, war, terrorism, labor disputes, supply chain failures, utility outages, Internet backbone failures, or acts of government.

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10Governing Law; Venue; Disputes

1. Law & Venue: These TOS are governed by the laws of the Commonwealth of Pennsylvania. Exclusive jurisdiction and venue lie in Allegheny County, Pennsylvania, USA.
2. Severability; Waiver: If any provision is invalid or unenforceable, the remainder remains in effect. Failure to enforce any provision is not a waiver of that or any other provision.
3. Notices: Legal notices must be sent to the mailing/email addresses on file for each party.

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11Changes to these TOS

MJC may modify these TOS at any time by posting updated terms on our website. Continued use of the Services after changes are posted constitutes acceptance of the revised TOS.

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12Entire Agreement; Order of Precedence

These TOS, together with any applicable service-specific agreement (the Digital Visibility Program Agreement, Hosting Agreement, or SEO Contract Agreement), the AUP, any order forms, and any signed statements of work, constitute the entire agreement with respect to the Services and supersede prior or contemporaneous understandings. In the event of conflict the order of precedence is: a signed SOW or order form (if any); then the applicable program agreement (the Digital Visibility Program Agreement or the SEO Contract Agreement); then the Hosting Agreement; then these TOS; then the AUP.