Terms of Service

1 Acceptance of Terms

By accessing our website, submitting a project inquiry, or purchasing any service from Prizm Services LLC ("Prizm Services," "Company," "we," "us," or "our"), you ("Client," "you") agree to be bound by these Terms of Service ("Terms"), our Privacy Policy, and our Refund Policy, all of which are incorporated herein by reference.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity to these Terms.

2 Services Provided

Prizm Services provides digital marketing and creative services including, but not limited to: web design and development, logo and brand identity design, Google Ads and Meta Ads management, SEO services, social media management, email marketing, and related consulting.

The specific scope of work, deliverables, timelines, and pricing for each engagement will be confirmed via a written proposal, invoice, or project brief prior to commencement. These Terms apply to all such engagements.

We reserve the right to decline any project at our sole discretion, including projects that conflict with our values or capacity.

3 Orders & Payment

• Payment Due: Payment is due at the time of order placement or as specified in the project invoice. Work does not commence until payment is confirmed.
• Accepted Methods: Visa, Mastercard, American Express, and Discover. All transactions are processed via SSL-encrypted, PCI-compliant payment processors.
• Billing Descriptor: Charges will appear on your bank or card statement as PRIZM SERVICES LLC.
• Monthly Retainers: Billed automatically at the start of each billing cycle. You authorize recurring charges by subscribing to a monthly plan.
• Late Payments: Invoices unpaid beyond 14 days may result in suspension of services. A late fee of 1.5% per month may apply to overdue balances.
• Taxes: Prices do not include applicable sales taxes. You are responsible for any taxes applicable to your jurisdiction.

4 Project Delivery & Revisions

Estimated delivery timelines are provided in good faith and are contingent on timely receipt of client-supplied materials, feedback, and approvals. Delays caused by the client will extend the delivery timeline accordingly.

• All plans include unlimited revisions within the agreed project scope until the client is satisfied.
• Revisions that expand the original project scope (scope creep) may be subject to additional fees, which will be disclosed and approved before execution.
• Upon final delivery, the client has 7 calendar days to review and request changes. After this window, the project is considered accepted.
• Rush delivery requests (faster than the standard timeline) are available for an additional fee and are subject to availability.

5 Client Responsibilities

To ensure project success and timely delivery, you agree to:

• Provide all required materials (copy, images, brand assets, access credentials) within 5 business days of project start.
• Designate a single point of contact authorized to provide feedback and approvals.
• Respond to questions and review requests within 5 business days to avoid project delays.
• Ensure that all materials you provide are owned by you or properly licensed, and do not infringe on any third-party intellectual property rights.
• Provide accurate business information and ensure any claims or representations in marketing materials are truthful and compliant with applicable laws.

You are solely responsible for any content you provide or approve. Prizm Services is not liable for legal claims arising from client-supplied content.

6 Intellectual Property

Upon full payment of all amounts owed, all custom deliverables created exclusively for your project (logos, website designs, ad creatives, written content) are assigned to you as the client. You own them.

The following are NOT transferred and remain the sole property of Prizm Services:

• Source files, design tools, proprietary processes, templates, frameworks, and methodologies used in the creation of your deliverables, unless explicitly agreed otherwise in writing.
• Pre-existing intellectual property of Prizm Services incorporated into deliverables (e.g., base themes or code libraries), which are licensed — not assigned — to you.
• Work-in-progress materials before final delivery and payment.

We reserve the right to display completed work in our portfolio and marketing materials unless you request otherwise in writing before project completion.

7 Confidentiality

Both parties agree to keep confidential any non-public business information, strategies, or materials shared during the course of the engagement ("Confidential Information"). Neither party will disclose Confidential Information to third parties without prior written consent, except as required by law.

This obligation survives the termination of our working relationship for a period of two (2) years.

8 Limitation of Liability

To the fullest extent permitted by applicable law, Prizm Services' total liability for any claims arising from or related to our services shall not exceed the total amount paid by you for the specific service giving rise to the claim in the 3 months preceding the claim.

We are not liable for indirect, incidental, consequential, special, or punitive damages, including but not limited to: lost profits, lost business opportunities, business interruption, reputational harm, or third-party claims — even if we have been advised of the possibility of such damages.

We are not responsible for the performance of third-party platforms, advertising networks, search engines, or tools, or for fluctuations in ad performance, search rankings, or social media reach caused by third-party algorithm changes.

9 Indemnification

You agree to indemnify, defend, and hold harmless Prizm Services LLC and its members, employees, contractors, and agents from any claims, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising from:

• Your use of our services in violation of these Terms
• Content, materials, or information you provide to us
• Your violation of any applicable law or third-party rights
• Your business's products, services, or advertising claims

10 Dispute Resolution

In the event of a dispute, both parties agree to first attempt resolution through good-faith negotiation. If not resolved within 30 days, the dispute shall be submitted to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.

Arbitration shall take place in the United States, and judgment on the award may be entered in any court of competent jurisdiction. You agree to waive any right to a jury trial or to participate in a class action lawsuit against Prizm Services.

Nothing in this section prevents either party from seeking injunctive or other equitable relief in a court of law where necessary to protect intellectual property or confidential information.

These Terms are governed by the laws of the United States and the state in which Prizm Services LLC is registered, without regard to conflict-of-law provisions.

11 Termination

By you: You may cancel a monthly retainer at any time with 7 days' written notice. One-time projects may be cancelled before work commences for a full refund (see Refund Policy).

By us: We reserve the right to terminate services immediately if:

• You fail to pay any amount owed within 14 days of the due date.
• You violate any material provision of these Terms.
• Your instructions require us to engage in illegal, deceptive, or harmful activities.

Upon termination, you will be invoiced for all work completed to date. Completed and approved deliverables will be released upon final payment. Work in progress may be provided at our discretion.

12 General Provisions

• Entire Agreement: These Terms, along with the Privacy Policy, Refund Policy, and any project-specific proposal or invoice, constitute the entire agreement between the parties.
• Amendments: We may update these Terms at any time. Material changes will be communicated via email or website notice. Continued use of our services constitutes acceptance.
• Severability: If any provision is found unenforceable, the remainder of these Terms remains in full effect.
• No Waiver: Failure to enforce any provision does not constitute a waiver of future rights to enforce it.
• Force Majeure: We are not liable for delays or failures caused by circumstances beyond our reasonable control, including natural disasters, internet outages, or government actions.
• Contact: Legal notices should be sent to info@prizmservices.com.