Terms & Conditions

Preamble & Acceptance of Terms

This Comprehensive Terms & Conditions Agreement (the "Agreement") is entered into by and between American Digital Agency LLC, a duly organized limited liability company incorporated under the laws of the Commonwealth of Virginia, United States of America (hereinafter "Company," "we," "our," or "us"), and the individual, entity, corporation, partnership, or other legal person engaging the Company's services (hereinafter "Client," "you," or "your").

This Agreement, together with any executed Service Order, Statement of Work, Project Proposal, Invoice, or Supplemental Schedule (collectively, the "Contract Documents"), constitutes the entire understanding between the Parties with respect to the subject matter hereof, superseding all prior negotiations, representations, or agreements, whether oral or written.

1.1 Methods of Acceptance

This Agreement becomes legally binding upon the occurrence of any one or more of the following:

• Execution of this Agreement or any Service Order by electronic or physical signature;
• Submission of any payment — whether partial or full — in connection with any Service;
• Verbal or written confirmation authorizing the commencement of any Service;
• Continued use of any Service following notice of updated or revised terms;
• Completion of the onboarding intake or submission of Client materials to the Company.

1.2 Modifications to Terms

The Company reserves the right to amend this Agreement at any time. Updated terms shall be published on the Company's official website at www.americandigitalagency.us. The Client's continued engagement with the Company's Services following publication of modified terms constitutes irrevocable acceptance of such modifications.

Definitions

For the purposes of this Agreement, the following terms carry the meanings ascribed to them herein:

• "Agreement" — This Terms & Conditions document, inclusive of all exhibits, addenda, schedules, and incorporated documents, as amended from time to time.
• "Client" — Any natural person, corporate entity, partnership, sole proprietor, or other legally recognized entity that has engaged, or seeks to engage, the Company's services.
• "Services" — All digital, creative, technical, marketing, consulting, and ancillary services offered or performed by the Company, including but not limited to brand identity, logo design, website design and development, mobile application development, custom software, ERP implementation, hosting, social media management, SEO, Google Ads, and all related services.
• "Deliverables" — Any tangible or intangible outputs, work product, creative assets, code, designs, reports, or documentation produced by the Company in connection with the Services.
• "Milestone" — A defined stage or checkpoint within a Project, associated with specific Deliverables and/or payment obligations.
• "Third-Party Services" — External platforms, tools, APIs, payment gateways, hosting providers, advertising networks, or other services owned and operated by entities other than the Company.
• "Credentials" — Login information, API keys, access tokens, passwords, account details, or other authentication data required to access or integrate Third-Party Services.
• "Chargeback" — A reversal of a payment transaction initiated by the Client through a Payment Processor, card-issuing bank, or financial institution, irrespective of characterization.
• "Force Majeure Event" — Any circumstance beyond the reasonable control of either Party, including acts of God, natural disasters, pandemics, governmental action, cyberattacks, or failure of Third-Party Service infrastructure.
• "Marketing Services" — All paid advertising management, social media management, SEO, content marketing, email campaigns, and related digital marketing activities.

Scope of Services

The Company offers a comprehensive suite of professional digital agency services. The specific Services to be provided to any Client shall be as agreed upon and documented in the applicable Service Order, Proposal, or Statement of Work. The Company's catalog includes, but is not limited to:

3.1 Brand Identity & Creative Services

• Brand identity strategy, development, and consulting;
• Logo design, refinement, and brand guidelines creation;
• Visual identity systems, color palette, and typography selection;
• Marketing collateral, packaging design, and motion graphics.

3.2 Website Design & Development

• Website architecture, wireframing, and UX/UI design;
• Front-end and back-end development, including CMS implementation (WordPress, Webflow, Shopify, and custom CMS);
• E-commerce platform development, third-party integrations, and website performance optimization.

3.3 Mobile Application Development

• iOS and Android native and cross-platform mobile application design and development;
• App Store and Google Play submission support, push notification integration, and API connectivity.

3.4 Custom Software, Portal & Enterprise Solutions

• Custom web portal and internal dashboard development;
• Marketplace platform development with multi-vendor capability;
• ERP system design, implementation, and customization;
• CRM integration, workflow automation, and database architecture.

3.5 Hosting & Infrastructure

• Managed web hosting, domain registration, DNS management, and SSL procurement;
• Cloud infrastructure setup, server monitoring, uptime management, and website migration.

3.6 Digital Marketing & Advertising

• SEO (on-page, off-page, and technical), Google Ads, Meta Ads, and LinkedIn Ads campaign management;
• Social media account management, content creation, and community engagement;
• Email marketing, PPC strategy, content marketing, and analytics setup and reporting.

3.7 Customized Nature of All Services

The Client acknowledges that all Services are inherently customized and uniquely tailored to each engagement. From the moment a Service Order is initiated or payment is received, the Company immediately begins allocating personnel, resources, and operational capacity exclusively to the Client's Project. Accordingly, all work performed, time expended, and resources committed are non-recoverable, regardless of the stage of completion.

Payment Terms & Billing

4.1 Fee Structure

All fees and payment schedules shall be specified in the Company's Service Order, Proposal, Invoice, or Quotation. Standard payment terms are as follows:

• Payments may be structured as full upfront payment, milestone-based payments, or retainer-based arrangements for ongoing services;
• All invoices are due within five (5) calendar days of issuance, unless otherwise documented in writing;
• Work will not commence until payment has been received and confirmed in cleared funds.

4.2 Accepted Payment Methods & Method-Specific Terms

The Company currently accepts payment through the following authorized channels. Specific legal terms applicable to each method are detailed in the table below and expanded thereafter:

4.2.1 Credit & Debit Cards (Visa, Mastercard, American Express)

By providing card payment details, the Client: (i) authorizes the Company to charge the designated card for agreed amounts per the applicable invoice; (ii) represents that they are the authorized cardholder or have express authorization from the cardholder; and (iii) agrees that any unauthorized chargeback shall constitute a material breach entitling the Company to recover the original amount, chargeback processing fees (typically $25–$100 per incident), attorney's fees, and all associated costs.

4.2.2 PayPal

Payments processed through PayPal are subject to PayPal's User Agreement. The Client acknowledges that the Company may contest any PayPal payment reversal or Buyer Protection claim by submitting documentation including signed agreements, communication records, Deliverable proofs, and delivery confirmations. Any PayPal dispute filed without prior written notice to the Company as required under Section 10 shall be deemed bad faith and a breach of this Agreement.

4.2.3 Zelle

The Client acknowledges that Zelle® transfers are typically instant and irrevocable upon successful transmission. Zelle does not offer a buyer protection or dispute resolution program. Accordingly, all Zelle-based payments are final upon transmission, and the Client's sole recourse is through the contractual dispute resolution procedures set forth in Section 17.

4.2.4 Cash App

Cash App transactions are non-reversible once accepted by the Company. Cash App's dispute resolution mechanisms are limited. The Client's recourse in the event of any dispute relating to a Cash App payment is governed exclusively by this Agreement. The Client shall ensure payment is directed to the Company's registered and verified Cash App handle.

4.2.5 Wire Transfer

All wire transfer fees — including outgoing, intermediary, and incoming bank charges — are the sole responsibility of the Client. Payments shall be remitted in the full invoiced amount net of all bank fees. International wire transfers may be subject to additional processing time, compliance screening, or foreign exchange conversion. The Company bears no liability for delays attributable to banking intermediaries. The Client is solely responsible for the accuracy of all wire instructions as provided by the Company.

4.3 Late Payment & Default

• A late payment fee of 1.5% per month (or the maximum rate permitted by applicable law) shall accrue on all overdue balances from the date of default;
• The Company reserves the right to immediately suspend all ongoing Services — including hosting, advertising campaigns, and development work — pending full receipt of overdue amounts;
• The Client shall be responsible for all reasonable costs of collection, including attorney's fees and collection agency fees;
• Suspension of Services due to non-payment shall not entitle the Client to any credit, refund, service extension, or damages.

4.4 Taxes

All quoted fees are exclusive of applicable federal, state, local, or foreign taxes, levies, or duties. The Client is solely responsible for all applicable taxes on the transaction. Where required by law, the Company may collect applicable sales or use taxes in addition to agreed service fees.

Refund Policy

5.1 General Non-Refundability

The Client expressly acknowledges that all Services are inherently customized and that the Company incurs substantial upfront costs upon project initiation — including employee compensation, software licensing, hosting provisioning, advertising account setup, and operational overhead — which cannot be recovered regardless of whether the Client elects to continue the engagement. Under no circumstances shall the Company be obligated to issue a refund — whether partial or full — following the initiation of any Project or Service.

5.2 No Refund Scenarios

This non-refundability applies regardless of, and without limitation to:

• The Client's change of mind, shift in business direction, or reconsideration of project scope;
• The Client's dissatisfaction with preliminary designs, concepts, or prototypes, provided that revisions within the agreed scope have been offered;
• The Client's inability or unwillingness to provide required materials, Credentials, approvals, or access to Third-Party Services necessary for project completion;
• Delays attributable to the Client's failure to respond, provide feedback, or supply required inputs in a timely manner;
• Third-party service failures, API limitations, or platform policy changes beyond the Company's control;
• The Client's bankruptcy, insolvency, business closure, or corporate restructuring;
• Any change in the Client's financial circumstances, budget constraints, or strategic priorities.

5.3 Milestone Payments

Each individual milestone payment is non-refundable upon receipt. The Client's decision to discontinue a Project following payment of one or more milestones does not entitle the Client to recover any previously remitted milestone payment, regardless of the stage of completion.

5.4 Retainer & Subscription Services

For ongoing or retainer-based Services — including Social Media Management, SEO, Hosting, and Advertising Management:

• Monthly retainer fees are payable in advance and are non-refundable for the billing period in which they are charged;
• Cancellation requires written notice of no less than thirty (30) calendar days prior to the next billing cycle. Services continue for the notice period with no prorated refund;
• Personnel changes within the Company shall not constitute grounds for refund or early termination.

5.5 Goodwill Service Credits

Notwithstanding the foregoing, the Company may, in its sole and absolute discretion, elect to provide a partial service credit — not a monetary refund — in exceptional circumstances where a manifest error attributable solely to the Company has resulted in a material failure to deliver an agreed Deliverable. Any such credit shall be applied exclusively toward future services and shall not be transferable, exchangeable for cash, or applied retroactively. Issuance of any service credit shall not constitute an admission of liability or wrongdoing.

Client Responsibilities & Cooperation Obligations

6.1 General Cooperation

The successful and timely delivery of Services is inherently dependent upon the active, good-faith cooperation of the Client throughout the engagement. The Client agrees, as a material condition of this Agreement, to fulfill all responsibilities set forth in this Section in a timely and professional manner. Delays, failures, or omissions on the Client's part directly impact the Company's ability to perform and shall not serve as grounds for refund, credit, or claims of non-delivery.

6.2 Provision of Required Materials

The Client is solely responsible for providing — in a complete, accurate, and timely manner — all materials, content, assets, and documentation reasonably necessary for the performance of Services, including but not limited to:

• Brand assets, logos, imagery, and existing brand guidelines;
• Textual content, product descriptions, and legal disclosures;
• High-resolution photography, video, and multimedia assets;
• Domain access, hosting panel credentials, and FTP/SFTP access;
• Pre-existing website data, databases, or digital archives for migration.

6.3 Third-Party Credentials & API Access

6.4 Feedback & Approval Timelines

• Feedback on presented Deliverables is due within five (5) business days of presentation;
• Where the Client fails to provide feedback within ten (10) business days without prior written notice of delay, the most recently submitted Deliverable version shall be deemed approved;
• Project timelines are contingent upon the Client's timely cooperation. Client-caused delays extend the estimated delivery timeline commensurately.

6.5 Accuracy of Information

The Client warrants that all information, materials, and content provided to the Company are accurate, complete, lawful, and do not infringe any third-party rights. The Client shall indemnify the Company from any claim, liability, or expense arising from the Client's provision of inaccurate, incomplete, or unlawful content.

Project Milestones, Approvals & Acceptance

7.1 Milestone Delivery

Upon completion of each milestone, the Company shall present the relevant Deliverables to the Client for review and approval. The approval of each milestone — whether express or deemed — shall constitute the Client's final acceptance of all work performed under that milestone and shall be binding.

7.2 Forms of Deemed Approval

Client approval of Deliverables shall be deemed to have occurred upon any of the following:

• Express written approval via email, digital signature, or any electronic messaging platform;
• Verbal approval during a scheduled review call, memorialized in meeting notes;
• Silence or failure to provide written objections within the applicable feedback period (see Section 6.4);
• Instruction to proceed to the next phase following presentation of a Deliverable;
• Public deployment, use, or distribution of a Deliverable by the Client.

7.3 Revision Scope

Each phase includes a defined number of revision rounds as specified in the applicable Service Order. Revisions are confined to refinements within the originally agreed scope. Requests that materially alter the agreed scope — including changes to concept direction, design approach, feature set, or technical architecture — shall be treated as change orders and may be subject to additional fees at the Company's then-current hourly rate.

7.4 Go-Live Authorization

Prior to deployment, publication, or launch of any website, application, or advertising campaign, the Client shall provide explicit written authorization. Such authorization constitutes the Client's final acceptance of the Deliverable in its completed form and releases the Company from any further modification obligation outside a separate maintenance agreement.

Digital Marketing & Advertising Services

8.1 No Guarantee of Specific Outcomes

The Company expressly disclaims any guarantee of the following, and the Client shall not be entitled to claim a refund, credit, or damages based on the non-achievement of any of the following:

• Specific search engine rankings or positioning on Google, Bing, or any other search engine;
• Specific numbers of website visitors, page views, leads, inquiries, or conversions;
• Specific return on advertising spend (ROAS), return on investment (ROI), cost-per-click (CPC), or cost-per-acquisition (CPA) figures;
• Specific revenue growth, sales volume, or business performance outcomes;
• Specific social media follower counts, engagement rates, reach, or impressions;
• Specific email open rates, click-through rates, or conversion metrics.

8.2 Third-Party Platform Dependency

All paid advertising is executed through third-party platforms (Google, Meta, LinkedIn, TikTok, etc.) governed by their own terms and algorithmic systems beyond the Company's control. The Client acknowledges that:

• The Company has no control over the approval, rejection, or suspension of advertising accounts or campaigns by these platforms;
• Algorithm, policy, and audience targeting changes may impact campaign performance without notice;
• Platform-imposed account suspensions or ad disapprovals shall not constitute non-performance by the Company and shall not entitle the Client to a refund of any management fees paid.

8.3 Client Advertising Budget

Unless otherwise specified, the Company's marketing service fees are management and strategy fees only and do not include the Client's advertising budget (media spend paid directly to advertising platforms). The Client is solely responsible for funding their advertising accounts. Insufficient advertising budget, account funding delays, or platform billing failures shall not entitle the Client to a reduction in management fees.

8.4 SEO Timeline Expectations

Search engine optimization is a long-term, iterative process. Meaningful SEO results typically require a minimum of three (3) to six (6) months, and often twelve (12) months or more, to manifest in measurable improvements. The Client shall not interpret the absence of immediate ranking improvements as non-performance or grounds for early termination without penalty.

Intellectual Property Rights

9.1 Company's Pre-Existing IP

All methodologies, processes, frameworks, tools, templates, code libraries, and design systems developed or owned by the Company prior to or independently of this engagement ("Company IP") remain the exclusive property of the Company. Nothing in this Agreement grants the Client any rights, license, or interest in Company IP.

9.2 Transfer of Client-Specific Deliverables

Subject to the Client's full payment of all fees due under this Agreement, the Company shall assign to the Client intellectual property rights in the final, client-specific, custom-created Deliverables. For the avoidance of doubt:

• No intellectual property rights transfer until all outstanding payments have been received and cleared in full;
• The Company retains the right to display and reference the Client's Project in its portfolio and marketing materials unless the Client requests confidentiality in writing;
• Third-party components, plugins, licensed fonts, stock photography, and open-source software are subject to their respective licenses and are not included in the IP assignment;
• Generic code frameworks, CMS themes, and platform components are not assigned to the Client, regardless of customization.

Chargeback & Payment Dispute Policy

10.1 Chargeback as Breach

The unauthorized initiation of a chargeback — filed without completing the pre-dispute notification process — constitutes a material breach of this Agreement. Upon such breach, the Company reserves the right to, without limitation:

• Immediately suspend all active Services, including hosting, advertising campaigns, social media management, and all development work;
• Place all Client-associated websites and digital assets in maintenance mode pending resolution;
• Submit comprehensive evidence packages to the applicable payment processor, card network, or arbitration body, including signed agreements, invoice records, communication logs, project delivery evidence, design files, screenshots, deployment records, and access logs;
• Pursue recovery of all amounts subject to the chargeback, together with chargeback processing fees, administrative costs, attorney's fees, and consequential damages through all available legal channels;
• Report chargeback activity to relevant fraud prevention networks as permitted by applicable law.

10.2 Card Network Merchant Rights

The Client acknowledges that Visa®, Mastercard®, and American Express® maintain merchant dispute resolution programs permitting merchants to contest chargebacks through documented evidence. The Company shall vigorously utilize all available dispute mechanisms and the mere filing of a chargeback does not constitute a final determination of the Client's entitlement to a refund.

10.3 Zelle & Cash App — Irreversibility

The Client expressly acknowledges that payments made via Zelle® and Cash App are irreversible once completed, and that these platforms do not provide buyer protection or dispute resolution mechanisms. The Client's sole recourse for any perceived issue with Services paid via Zelle or Cash App is through the contractual dispute resolution procedures in Section 17.

Third-Party Services & External Dependencies

11.1 Acknowledgment of Third-Party Role

The Company acts as a skilled technical intermediary in facilitating integrations with Third-Party Services and neither owns, operates, controls, nor guarantees the availability, functionality, reliability, pricing, or policies of any Third-Party Service.

11.2 No Liability for Third-Party Failures

The Company shall not be liable, and the Client shall not be entitled to claim any refund, credit, or damages, in connection with:

• Outages, downtime, or service interruptions attributable to Third-Party Services, including hosting providers, domain registrars, CDN services, or other third-party infrastructure;
• Changes to Third-Party Service policies, API specifications, or pricing that require modifications to previously completed integrations;
• Third-party platform decisions to deny, suspend, restrict, or terminate the Client's account or access;
• Delays in Third-Party Service approvals or onboarding processes required for integration completion.

Confidentiality

Each Party agrees to hold all Confidential Information of the other Party in strict confidence, not disclose it to any third party without prior written consent, and use it solely for the purposes of performing obligations under this Agreement. These obligations do not apply to information that is or becomes publicly available, was independently known, or is required to be disclosed by law.

The Company agrees to treat all Credentials provided by the Client — including login details and API keys — as strictly confidential and to use them solely for the purpose of performing the agreed Services.

Warranties, Disclaimers & Limitation of Liability

13.1 Company's Limited Warranty

The Company warrants that: (i) Services will be performed in a professional and workmanlike manner consistent with industry standards; (ii) the Company has the legal right to enter into this Agreement; and (iii) to the Company's knowledge, custom Deliverables will not, at the time of delivery, infringe the intellectual property rights of any third party.

13.2 Disclaimer of Implied Warranties

EXCEPT AS SET FORTH IN SECTION 13.1, THE COMPANY'S SERVICES AND DELIVERABLES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND. THE COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

13.3 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY'S TOTAL CUMULATIVE LIABILITY TO THE CLIENT — WHETHER IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY — SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY THE CLIENT TO THE COMPANY IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13.4 Exclusion of Consequential Damages

IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF DATA, OR LOSS OF GOODWILL, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR THE COMPANY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Indemnification

The Client shall defend, indemnify, and hold harmless the Company and its members, officers, employees, contractors, and affiliates from and against any and all claims, losses, liabilities, costs, and expenses (including reasonable attorney's fees) arising out of or relating to:

• The Client's breach of any representation, warranty, or obligation under this Agreement;
• The Client's provision of unlawful, inaccurate, defamatory, or infringing content or information;
• The Client's infringement of any third-party intellectual property, privacy, or other legal right;
• Any product or service offered by the Client through any Deliverable developed by the Company;
• The Client's violation of any applicable law in connection with use of the Company's Services;
• The Client's unauthorized chargeback or payment reversal in breach of Section 10.

Suspension & Termination

15.1 Right to Suspend

The Company reserves the right to immediately suspend performance of all or any portion of the Services, without liability to the Client, upon: (i) failure to remit any payment when due; (ii) breach of any material obligation under this Agreement; (iii) initiation of an unauthorized chargeback; (iv) provision of false or fraudulent information; or (v) a Force Majeure Event.

15.2 Termination for Cause

Either Party may terminate this Agreement for cause upon written notice if the other Party has materially breached this Agreement and has failed to cure such breach within fifteen (15) business days of receiving written notice. In the event of termination by the Company for the Client's breach, all outstanding fees become immediately due and payable, and no refund of any previously paid amounts shall be due.

15.3 Effects of Termination

Upon termination: (i) all licenses granted to the Client terminate, except to the extent the Company has been paid in full for completed Deliverables; (ii) the Company retains ownership of all work-in-progress not fully paid for; and (iii) all provisions that by their nature should survive termination shall survive, including Sections 9, 10, 12, 13, 14, and 17.

Force Majeure

Neither Party shall be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, fire, flood, earthquake, pandemic, governmental action, cyberattacks, major internet service disruptions, or failure of critical third-party infrastructure (each, a "Force Majeure Event"). The affected Party shall promptly notify the other Party in writing. Performance obligations shall be suspended for the duration of such event, and timelines shall be adjusted accordingly. Force Majeure Events shall not entitle either Party to terminate this Agreement or claim damages for the delay.

Dispute Resolution, Arbitration & Governing Law

17.1 Informal Resolution

In the event of any dispute arising out of or relating to this Agreement, the Parties shall first attempt resolution through good-faith negotiation. The complaining Party shall provide written notice specifying the nature of the dispute, and the Parties shall meet and confer within fifteen (15) business days to reach a mutually satisfactory resolution.

17.2 Binding Arbitration

If the Parties are unable to resolve the dispute through informal negotiation within thirty (30) calendar days, the dispute shall be submitted to binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single neutral arbitrator in the Commonwealth of Virginia. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

17.3 Waiver of Class Action

THE CLIENT EXPRESSLY AND IRREVOCABLY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING AGAINST THE COMPANY. ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY.

17.4 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, United States of America, without regard to its conflict of laws provisions. To the extent any matter is not subject to arbitration, the Parties consent to the exclusive jurisdiction of the state and federal courts located within Virginia.

General Provisions

18.1 Entire Agreement

This Agreement, together with all applicable Service Orders, Proposals, and Statements of Work, constitutes the entire agreement between the Parties and supersedes all prior communications, agreements, or understandings, whether written or oral.

18.2 Severability

If any provision of this Agreement is held invalid or unenforceable, such provision shall be limited to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

18.3 Waiver

No waiver of any breach or default shall be deemed a waiver of any subsequent breach and shall not affect the other terms of this Agreement.

18.4 Assignment

The Client may not assign any rights or obligations under this Agreement without the prior written consent of the Company. The Company may freely assign this Agreement in connection with a merger, acquisition, or sale of assets.

18.5 Relationship of the Parties

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the Parties.

18.6 Electronic Signatures & Counterparts

Electronic signatures, digital approvals, and electronic confirmations are deemed valid and binding to the same extent as original, handwritten signatures.

18.7 Contact Information

For all legal inquiries, dispute notifications, and formal notices under this Agreement, please contact:

• Legal Department: legal@americandigitalagency.us
• General Support: Support@americandigitalagency.us
• Website: www.americandigitalagency.us
• Jurisdiction: Commonwealth of Virginia, United States of America