Terms & Conditions

1. Acceptance of Terms

By accessing and using the PrimeNex Digital website (primenexdigital.com) or engaging our digital marketing services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions ("Terms").

If you do not agree with any part of these Terms, you must not use our website or services. These Terms constitute a legally binding agreement between you ("Client," "you," or "your") and PrimeNex Digital ("Company," "we," "us," or "our").

2. Definitions

• "Services" refers to all digital marketing services provided by PrimeNex Digital, including but not limited to website design, search engine optimization (SEO), graphic design, social media marketing, and any related consulting or support services.
• "Deliverables" means all work product, designs, code, content, reports, and materials created by PrimeNex Digital for the Client as part of the Services.
• "Client Materials" refers to all content, images, logos, trademarks, data, and information provided by the Client to PrimeNex Digital for use in performing the Services.
• "Service Agreement" means the formal written agreement, proposal, or statement of work executed between PrimeNex Digital and the Client outlining specific project scope, timeline, and fees.

3. Services Provided

Scope of Work

All services provided by PrimeNex Digital are defined in a written Service Agreement, proposal, or statement of work. The specific scope, deliverables, timeline, and fees will be outlined in that document. Any services beyond the defined scope will require a separate agreement or change order.

Service Limitations

• SEO: While we employ industry best practices, we cannot guarantee specific rankings, traffic levels, or revenue outcomes. Search engine algorithms change frequently and are controlled by third parties beyond our control.
• Website Design: We ensure compatibility with current major browsers, but cannot guarantee compatibility with older or future browser versions.
• Social Media: We manage accounts on platforms that may change their algorithms, policies, or availability. PrimeNex Digital is not responsible for platform-level changes that affect reach or performance.

Third-Party Services

We may recommend or use third-party tools, plugins, themes, or platforms. While we vet these carefully, we are not responsible for the performance, security, or availability of third-party products or services.

4. Client Obligations

To enable us to deliver Services effectively, the Client agrees to:

• Provide accurate, complete, and timely information necessary for project execution.
• Deliver all Client Materials (content, images, logos, access credentials) by agreed-upon deadlines.
• Respond to review requests, feedback inquiries, and approvals within the timeframe specified in the Service Agreement.
• Ensure they have all necessary rights, licenses, and permissions for any Client Materials provided to us.
• Maintain backups of their website, content, and data independently of PrimeNex Digital.
• Provide timely payments according to the agreed-upon payment schedule.

Delays caused by the Client's failure to meet these obligations may result in project timeline extensions and additional fees.

5. Payment Terms

Fees & Invoicing

• All fees are outlined in the Service Agreement or proposal.
• Invoices are issued according to the schedule specified in the Service Agreement.
• Payments are due within 15 days of invoice date unless otherwise specified.
• Late payments may incur a 1.5% monthly late fee on the outstanding balance.

Payment Methods

We accept payments via bank transfer, credit card, PayPal, or other methods specified on the invoice. All fees are quoted in US Dollars (USD) unless otherwise stated.

Refund Policy

• One-Time Projects: Deposits are non-refundable. If the project is terminated by the Client after work has commenced, the Client will be invoiced for all work completed up to the date of termination.
• Monthly Retainers: Monthly service fees are non-refundable once the service period has begun. Cancellation requires 30 days' written notice.
• Subscription Services: May be canceled at any time. No refunds for partial months.

Taxes

All fees are exclusive of applicable taxes. The Client is responsible for any sales tax, VAT, or other taxes required by law.

6. Intellectual Property

Client Materials

The Client retains all ownership rights to Client Materials provided to PrimeNex Digital. The Client grants PrimeNex Digital a limited, non-exclusive license to use Client Materials solely for the purpose of performing the Services.

Deliverables

Upon full payment of all fees, PrimeNex Digital transfers to the Client full ownership and usage rights of all final Deliverables created specifically for the Client. This includes designs, code, content, and other work product.

PrimeNex Digital IP

PrimeNex Digital retains ownership of:

• Pre-existing tools, code libraries, frameworks, templates, and methodologies used in providing Services.
• Preliminary concepts, drafts, and works-in-progress not selected as final Deliverables.
• Our proprietary business processes, strategies, and know-how.

Portfolio Rights

Unless otherwise agreed in writing, PrimeNex Digital reserves the right to display completed projects in our portfolio, on our website, and in marketing materials. We will not display confidential or proprietary information without Client consent.

7. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information shared during the course of the engagement. This includes but is not limited to:

• Business strategies and plans.
• Financial information.
• Customer and prospect data.
• Technical specifications and trade secrets.
• Login credentials and access information.

This confidentiality obligation survives termination of the Service Agreement and continues for a period of 3 years, except for trade secrets which remain confidential indefinitely.

8. Limitation of Liability

To the maximum extent permitted by applicable law:

• PrimeNex Digital's total liability for any claims arising from or related to our Services shall not exceed the total fees paid by the Client to PrimeNex Digital in the 6 months preceding the claim.
• PrimeNex Digital shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, lost revenue, lost data, or business interruption.
• PrimeNex Digital shall not be liable for damages resulting from third-party services, platforms, or tools used in the course of providing Services.

9. Warranties & Disclaimers

PrimeNex Digital Warrants That:

• Services will be performed in a professional and workmanlike manner consistent with industry standards.
• Deliverables will substantially conform to the specifications outlined in the Service Agreement.
• We hold all necessary rights to grant the licenses and assignments outlined in these Terms.

Disclaimer

Except as expressly stated above, PrimeNex Digital provides all Services and Deliverables "AS IS" without warranty of any kind, express or implied. We specifically disclaim:

• Any guarantee of specific SEO rankings, traffic volumes, or revenue outcomes.
• Any warranty that our Services will be uninterrupted, error-free, or secure.
• Any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

10. Termination

Termination by Either Party

Either party may terminate the Service Agreement with 30 days' written notice. The Client remains responsible for payment of all Services rendered up to the date of termination.

Termination for Cause

Either party may terminate immediately if the other party:

• Materially breaches these Terms or the Service Agreement and fails to cure such breach within 15 days of written notice.
• Becomes insolvent, files for bankruptcy, or ceases business operations.

Effect of Termination

Upon termination:

• All outstanding invoices become immediately due.
• PrimeNex Digital will deliver all completed work to the Client.
• Each party shall return or destroy the other party's confidential information within 30 days.
• Any licenses or rights granted under these Terms shall terminate, except for fully paid Deliverables.

11. Indemnification

The Client agrees to indemnify, defend, and hold harmless PrimeNex Digital and its employees, contractors, and affiliates from any claims, damages, losses, or expenses (including reasonable attorney fees) arising from:

• The Client's breach of these Terms or the Service Agreement.
• Any claim that Client Materials infringe third-party intellectual property rights.
• The Client's use of Deliverables in a manner not contemplated by the Service Agreement.
• Any illegal or unauthorized use of our Services by the Client.

12. Dispute Resolution

Good Faith Negotiation

In the event of any dispute, both parties agree to first attempt to resolve the matter through good faith negotiation. Either party may initiate this process by sending written notice describing the dispute.

Mediation

If negotiation fails to resolve the dispute within 30 days, both parties agree to attempt mediation through a mutually agreed-upon mediator before pursuing litigation.

Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Montana, United States, without regard to its conflict of law principles. Any legal action shall be brought exclusively in the state or federal courts located in Flathead County, Montana.

13. Force Majeure

Neither party shall be liable for any delay or failure to perform obligations under these Terms due to circumstances beyond their reasonable control, including but not limited to:

• Natural disasters, fires, floods, earthquakes, or severe weather.
• War, terrorism, civil unrest, or government action.
• Pandemics, epidemics, or public health emergencies.
• Internet outages, cyber attacks, or third-party service failures.
• Labor disputes or strikes.

The affected party shall notify the other party promptly and use reasonable efforts to resume performance as soon as possible.

14. Changes to These Terms

PrimeNex Digital reserves the right to modify these Terms at any time. Changes will be effective immediately upon posting on our website. For material changes, we will:

• Post a notice on our website for 30 days.
• Notify active clients via email.
• Update the "Last Updated" date at the top of this page.

Continued use of our Services after changes are posted constitutes acceptance of the revised Terms. If you do not agree with the changes, you must discontinue use of our Services and notify us in writing.

15. Contact Information

If you have any questions, concerns, or need clarification about these Terms and Conditions, please contact us: