Terms

Digital Media New York - CliquePrize® In House Digital Marketing Agency > Terms

Client Service Agreement

Last Updated: July 4, 2026

Welcome to Digital Media (“Digital Media,” “we,” “us,” or “Company“), the in-house digital marketing agency operated by Cinnamon Entertainment Group LLC, accessible at www.digitalmedianashville.net and www.digitalmedianewyork.com (collectively, the “Sites“). These Terms of Use (“Terms“) govern your access to and use of the Sites and your engagement of Digital Media’s services, and apply to all visitors, prospective clients, and clients (each, a “Client” or “you“). By accessing either Site, submitting an inquiry, signing a proposal or Statement of Work, or otherwise engaging Digital Media’s services, you accept and agree to be bound by these Terms, along with our Privacy Policy and Cookies Policy (together, the “Agreement”). If you do not agree, do not use the Sites or engage our services.

Our Services

Digital Media provides digital marketing and related services, including, without limitation:

  • Search Engine Optimization (SEO)
  • Pay Per Click Advertising (PPC)
  • Email Marketing & SMS Text Messaging
  • Programmatic Display Advertising
  • Paid Social Media Advertising
  • Local Citation Services (AI & Answer Engine Optimization)
  • Blog Guest Writing
  • UX Design

The specific services provided to a Client, along with deliverables, timelines, and fees, will be set out in a signed proposal, order form, or Statement of Work (“SOW“), which is incorporated into and governed by this Agreement. In the event of a conflict between an SOW and these Terms, the SOW controls solely with respect to the scope, deliverables, and fees of that engagement.

Engaging Digital Media as a Client

Each Client must provide accurate business information, including business name, contact name, contact email address, billing address, and, where relevant to a service (e.g., Local Citation Services, paid social, or geo-targeted PPC and programmatic campaigns), the physical location(s) or service area(s) of the Client’s business. Digital Media reserves the right, in its sole discretion, to decline, pause, or terminate any engagement, including for failure to verify business information, non-payment, or provision of content that violates this Agreement or applicable law.

Digital Media is not a party to, and is not responsible for, any transaction, contract, or relationship between a Client and that Client’s own customers, users, or website visitors.

Third-Party Platforms Are Not Parties to This Agreement

Digital Media’s services may involve the use of third-party advertising, hosting, analytics, email, SMS, and search platforms, including but not limited to Google, Meta, Microsoft/Bing, LinkedIn, TikTok, email service providers, and SMS gateway carriers (“Third-Party Platforms“). These Third-Party Platforms are not parties to this Agreement, are not Sponsors of or affiliated with Digital Media’s services, and are not responsible for Digital Media’s performance. Client’s use of any Third-Party Platform, including any accounts created on Client’s behalf, is subject to that platform’s own terms of service, advertising policies, and acceptable use policies, and Client is responsible for complying with them.

Fees and Payment

Fees for services are set out in the applicable SOW and may be structured as a one-time project fee, a recurring monthly retainer, a percentage of managed ad spend, or a combination thereof. Unless otherwise stated in the SOW:

  • Invoices are due within fifteen (15) days of the invoice date.
  • Recurring retainers renew automatically each billing period until cancelled in accordance with the notice period stated in the SOW.
  • Advertising spend for PPC, programmatic display, and paid social campaigns is separate from and in addition to Digital Media’s management fees, and is billed directly by the applicable Third-Party Platform or passed through to Client, as specified in the SOW.
  • Late payments may result in suspension of services, including pausing of live ad campaigns, without liability to Digital Media for any resulting loss of performance, rankings, or ad delivery.

Refunds

Fees paid for services rendered, including management fees, ad spend already delivered, and completed deliverables (e.g., published content, completed UX design work, submitted citations), are non-refundable. Where Digital Media has not yet performed the corresponding work, Client may be eligible for a prorated credit or refund at Digital Media’s discretion.

No Guarantee of Results

Client acknowledges and agrees that digital marketing outcomes — including but not limited to search engine rankings, answer engine or AI-generated citation placement, click-through rates, conversion rates, impressions, engagement, email or SMS deliverability and open rates, and return on ad spend — are influenced by factors outside Digital Media’s control, including Third-Party Platform algorithms, policies, market competition, and Client’s own website, product, and pricing. Digital Media does not guarantee specific rankings, traffic, leads, sales, or other results, and no such guarantee should be inferred from any proposal, case study, or communication.

Client Content and Materials

Client is solely responsible for the accuracy, legality, and rights clearance of all content, materials, and information it provides to Digital Media for use in campaigns, ads, listings, blog content, or design work, including business names, logos, product and service descriptions, images, testimonials, claims, and links (collectively, “Client Content“). Client warrants that it owns or has the right to use the Client Content and that it does not infringe the rights of any third party or violate applicable law.

Client agrees that Client Content will not:

  • Contain material that is defamatory, obscene, indecent, abusive, harassing, violent, hateful, or otherwise objectionable.
  • Promote sexually explicit or pornographic material, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
  • Infringe any patent, trademark, trade secret, copyright, or other intellectual property or proprietary right of any person.
  • Be false, misleading, or likely to deceive consumers, or violate any advertising, consumer protection, or Third-Party Platform policy.
  • Promote illegal products, services, or activity.
  • Misrepresent Client’s identity, affiliation, or credentials.

Client grants Digital Media a non-exclusive, worldwide, royalty-free license to use, reproduce, adapt, and publish Client Content solely to perform the contracted services (e.g., running ads, publishing blog content, building citations, designing interfaces). As between Digital Media and Client, all rights in Client Content remain with Client, subject to the foregoing limited license.

Work Product and Intellectual Property

Unless otherwise agreed in an SOW, final deliverables paid for in full (e.g., completed UX designs, written blog content, campaign creative) are owned by Client upon full payment. Digital Media retains ownership of its own pre-existing tools, templates, methodologies, processes, and proprietary systems used to deliver services, and no license to those items is granted beyond what is necessary for Client to use the delivered work product. Digital Media may reference the engagement and general results (without disclosing confidential or proprietary Client information) for its own marketing and portfolio purposes unless Client objects in writing.

Confidentiality

Each party agrees to use the other party’s confidential information solely to perform its obligations under this Agreement and not to disclose it to third parties, except as required to perform the services (e.g., providing Client information to a Third-Party Platform to run a campaign) or as required by law.

Email Marketing & SMS Compliance

Where Digital Media provides Email Marketing & SMS Text Messaging services on Client’s behalf, Client represents and warrants that all contact data provided to Digital Media has been lawfully collected, and Client is responsible for ensuring that all campaigns comply with applicable law, including the CAN-SPAM Act, the Telephone Consumer Protection Act (TCPA), and applicable state law. Digital Media will implement commercially reasonable opt-out mechanisms (e.g., unsubscribe links, “STOP” keyword handling) for campaigns it manages, but Client remains responsible for the underlying legality of its contact lists and consent records.

Client Customer Data

If, in the course of providing services, Digital Media collects or has access to data about Client’s own customers or leads (e.g., through email marketing, SMS campaigns, or lead-generation advertising), Digital Media will use that data solely to perform the contracted services and will not sell that data to any third party. Client is responsible for maintaining its own compliant privacy policy and obtaining necessary consents from its customers.

Prohibited Use of the Sites and Services

You agree not to, and will not permit others to, license, sell, rent, lease, sublicense, distribute, or otherwise commercially exploit the Sites or any Digital Media tools, dashboards, or reporting portals made available to you, or remove or obscure any proprietary notice of Digital Media or its affiliates, partners, or suppliers.

Term and Termination

This Agreement remains in effect until terminated. Either party may terminate an ongoing engagement in accordance with the notice period stated in the applicable SOW (or, if none is stated, thirty (30) days’ written notice). Digital Media may suspend or terminate services immediately for non-payment or for Client’s breach of this Agreement. Upon termination, Client remains responsible for fees for services rendered and ad spend committed prior to the termination date, and Digital Media will pause but is not obligated to remove live campaigns, listings, or published content unless requested and to the extent reasonably feasible.

No Professional Advice / Compliance with Laws

Clients agree to comply with all applicable laws, ordinances, rules, and regulations in connection with their business, advertising, and use of the Sites and services. Nothing in this Agreement or provided by Digital Media is intended to serve as legal, tax, financial, medical, or other professional advice. Clients operating in regulated industries (e.g., healthcare, finance, alcohol, legal services) are solely responsible for ensuring their campaigns and content comply with industry-specific advertising regulations.

Release, Disclaimers, Indemnification

DIGITAL MEDIA IS NOT RESPONSIBLE FOR THE ACTS, OMISSIONS, POLICIES, OR PERFORMANCE OF ANY THIRD-PARTY PLATFORM, INCLUDING PLATFORM-SIDE ACCOUNT SUSPENSIONS, POLICY CHANGES, OR ALGORITHM UPDATES. CLIENT AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS DIGITAL MEDIA AND ITS PARENT, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AND AGENTS FROM AND AGAINST ANY AND ALL LOSSES, DEMANDS, DAMAGES, CLAIMS, AND LIABILITIES ARISING OUT OF OR RELATED TO CLIENT’S BREACH OF THIS AGREEMENT, CLIENT CONTENT, OR CLIENT’S PRODUCTS, SERVICES, OR BUSINESS PRACTICES.

No Warranties

THE SITES AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. DIGITAL MEDIA DOES NOT WARRANT THAT THE SITES OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DIGITAL MEDIA’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CLIENT TO DIGITAL MEDIA IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL DIGITAL MEDIA BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THIS LIMITATION, SO IT MAY NOT APPLY TO YOU.

Digital Marketing to Prospective Clients

By submitting an inquiry form or creating an account on either Site, you agree to receive email or SMS communications from Digital Media related to your inquiry or account. You may opt out of marketing communications at any time, except for system emails required to maintain your account.

SMS Terms & Conditions

General. When you opt in to SMS text messaging from Digital Media, we will send a message to confirm your signup. By opting in, you agree to receive recurring automated marketing and informational text messages from Digital Media, which may be sent using an automatic telephone dialing system to the mobile number you provided or any other number you designate.

Message frequency varies. Digital Media reserves the right to alter the frequency of messages and to change the short code or phone number used to send messages. Message and data rates may apply; contact your wireless carrier with questions about your plan. Carriers are not liable for delayed or undelivered messages. Consent to receive marketing messages is not a condition of engaging our services.

Cancellation. You can cancel at any time by texting “STOP.” After sending “STOP,” you will receive a confirmation message and no further messages will be sent. To resume messages, sign up again as you did initially.

Help. Text “HELP” at any time for instructions on how to unsubscribe, or email us at the address below.

Transfer of Number. Before changing or transferring your mobile number to another individual, please text “STOP” from the original number or notify us at the email below.

Changes. We reserve the right to change or terminate this messaging program, and to update these SMS Terms, at any time, effective upon posting. Continued enrollment after changes constitutes acceptance.

International Use and Export Controls

The Sites and services are operated from the United States. Digital Media does not represent that the Sites or services are appropriate for use in all jurisdictions. If you access the Sites from outside the United States, you do so on your own initiative and are responsible for compliance with local law, including laws regarding the export of data from the United States.

Changes to This Agreement

Digital Media reserves the right to modify this Agreement at any time. Changes will be posted on the Sites and become effective upon posting. Continued use of the Sites or services after changes are posted constitutes acceptance of the modified Agreement.

Governing Law

This Agreement is governed by and construed in accordance with the laws of the State of Tennessee, without regard to its conflict of laws principles, and applies to Clients within the United States and worldwide. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Entire Agreement

This Agreement, together with any applicable SOW, Privacy Policy, and Cookies Policy, constitutes the entire agreement between you and Digital Media regarding your use of the Sites and engagement of services.

Contact Us

Digital Media, a division of Cinnamon Entertainment Group LLC

4112 Nolensville Road #111751
Nashville, TN 37222  

email: rob (at) digitalmedianewyork.com