Terms & Conditions

Service Agreement & Terms of Use
Welcome to J Parker Digital. By signing or accepting any proposal, statement of work, or engagement agreement that references these Terms, you confirm that you have read, understood, and agree to be bound by them. You also agree to the collection and use of your information as described in our Privacy Policy, which is incorporated herein by reference. This document is also available on our website at Jparkerdigital.com.

1. Engagement Scope and Duration
1.1 Service Types. We offer a range of professional services, which may include digital marketing, creative design, and consulting. These services are categorized as:

Project-Based: A one-time engagement with a fixed scope and deliverables.

Retainer: Ongoing, recurring services provided on a monthly basis.

Hybrid: A combination of a one-time project and an ongoing retainer service.

1.2 Scope of Work. The specific details of your engagement, including all deliverables, timelines, and costs, will be outlined in a separate document such as a Proposal or Statement of Work (“Service Agreement”). This Service Agreement is governed by these Terms.

1.3 Out-of-Scope Requests. Any work you request that falls outside of the scope defined in your Service Agreement will be considered an additional service and will be billed at our standard hourly rate. We will notify you of such out-of-scope requests, and your continued request for the work will be considered your acceptance of the additional charges.

1.4 Term and Automatic Renewal. Engagements that include a recurring retainer component (Retainer or Hybrid services) will have an initial term as specified in your Service Agreement. The engagement will automatically renew for successive periods of the same length as the initial term unless either party provides written notice of non-renewal at least sixty (60) days before the end of the current term.

1.5 Project Timelines. All timelines provided for project-based services are estimates and are not guaranteed completion dates. Project schedules are contingent upon your timely provision of materials, feedback, and approvals as detailed in Section 3. Delays caused by you will extend the project timeline accordingly, with no penalty to us.

2. Fees and Billing
2.1 Payment Schedule.

Project-Based Services: A 50% non-refundable deposit is due upon the signing of the Service Agreement. The remaining balance will be divided into milestone payments as outlined in the Service Agreement, with the final payment due within seven (7) days of project completion.

Retainer Services: The first month's retainer fee and any setup fees are due upon signing the Service Agreement. Subsequent monthly fees are due in advance of each service month.

Hybrid Services: The project components follow the project-based payment schedule, while the retainer components follow the retainer payment schedule. Any initial setup fees for both are due upon signing the Service Agreement.

2.2 Payment Methods. All payments must be made in immediately available funds. We reserve the right to require ACH bank transfer or wire transfer for amounts over $1,000.

2.3 Late and Failed Payments. Invoices that are not paid within seven (7) days of the due date are considered past due and will incur a late fee of 1.5% per month (18% annually). We reserve the right to suspend all services until the past due amount is paid in full. Failed payments will incur a recurring fee as follows: second failed payment: $50, third failed payment: $75, fourth failed payment: $150. You are also responsible for all costs of collection, including but not limited to attorney fees, court costs, and a collection fee equal to 25% of the outstanding balance.

2.4 No Refunds Policy. ALL FEES ARE FINAL AND NON-REFUNDABLE. Once work has begun, been delivered, or services have been initiated, all payments—including setup fees, monthly retainers, and project payments—are non-refundable, regardless of your satisfaction or a decision to cancel the project. You expressly waive any right to request a refund, credit, or chargeback.

2.5 Chargebacks. Any chargeback, payment dispute, or reversal filed with your financial institution for services already rendered, delivered, or approved will result in an immediate suspension of all services, a $75 administrative fee per incident, and will require you to pay all disputed amounts plus associated fees.

2.6 Client Advertising Spend. For all retainer services involving paid media management, the client's advertising budget ("Ad Spend") is separate from and in addition to our management fees. You are responsible for paying all Ad Spend costs directly to the third-party advertising platforms (e.g., Google, Meta). You agree to maintain a valid payment method on file with these platforms at all times. Any failure to pay Ad Spend, resulting in campaign pauses, is your sole responsibility.

3. Client Obligations and Delays
3.1 Timely Provision of Information. You are responsible for providing all necessary information, materials, and access as specified in your Service Agreement within thirty (30) days of the engagement start date. Failure to provide this information in a timely manner may result in project delays and additional fees.

3.2 Response and Approval Times. You must provide written feedback and approvals within the following timeframes:

Creative and Design Reviews: 5 business days

Content Approvals: 3 business days

Technical and Development Reviews: 7 business days

General Communications: 3 business days

3.3 Deemed Approval. If you fail to provide feedback within the specified timeframe, the work will be considered automatically approved and accepted by you. You waive all rights to request changes or claim dissatisfaction with any work that has been deemed approved.

4. Intellectual Property
4.1 Custom Work Product. Upon our receipt of full payment for all fees, you will own all custom work product created exclusively for you under the Service Agreement. This includes all copyrights and other intellectual property rights to the final deliverables, such as brand logos, marketing materials, and custom creative assets. We hereby assign all rights, title, and interest in such work product to you.

4.2 Our Retained Property. We retain full ownership of our proprietary methodologies, processes, tools, frameworks, and any pre-existing intellectual property incorporated into the deliverables. We also retain ownership of any advertising accounts (e.g., Google Ads, Meta Business Manager) created by us, along with the campaign structures, strategies, and data within them, unless you provided us with your existing accounts. For clarity, if we manage your existing advertising accounts, you retain ownership of the accounts, but we retain ownership of the strategies and campaign structures we implement within them. Furthermore, all historical data, performance metrics, audience insights, and optimization data generated as a result of our campaign management are considered our proprietary information and part of our retained property.

4.3 Your Materials. You represent and warrant that all materials you provide to us (e.g., logos, images, text) are either owned by you or you have the necessary permissions to use them. You agree to indemnify us against any claims that may arise from the use of your materials.

4.4 Usage Rights. You grant us a limited, non-exclusive license to use all creative work we produce for your business for our own internal marketing and portfolio purposes.

5. Disclaimers and Liability
5.1 No Performance Guarantee. We make no warranties or guarantees regarding specific business outcomes, including but not limited to sales, lead generation, website traffic, or return on investment. Our services are provided with professional care, but results can vary based on many factors outside of our control.

5.2 Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ANY CLAIM ARISING FROM OR RELATED TO YOUR ENGAGEMENT WILL NOT EXCEED THE TOTAL FEES PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. We will not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, lost data, or business interruption, even if we were advised of the possibility of such damages.

5.3 Disclaimer of Warranties. WE PROVIDE ALL SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

5.4 Indemnification. You agree to indemnify and hold us harmless from any and all claims, damages, losses, or expenses (including reasonable attorney fees) arising from: (a) your breach of these Terms; (b) your use of our services; (c) content you provide; or (d) your violation of any law or third-party rights.

5.5 Disclaimer for Third-Party Platforms. You acknowledge that our services rely on third-party platforms, including but not limited to Google, Meta (Facebook, Instagram), LinkedIn, and others. We are not liable for any issues arising from these platforms, including: (a) changes to their terms of service, algorithms, or advertising policies; (b) temporary or permanent suspension of your advertising accounts; (c) ad disapprovals or content restrictions; or (d) any platform outage, technical glitch, or data loss.

6. General Provisions
6.1 Governing Law and Arbitration. These Terms are governed by the laws of the State of Illinois without regard to conflict of law principles. Any dispute related to these Terms will be resolved through final and binding arbitration administered by the American Arbitration Association (AAA) in Cook County, Illinois. You and J Parker Digital waive any right to trial by jury or to participate in a class-action lawsuit. Any court proceedings permitted under these Terms shall be brought exclusively in the state or federal courts located in Cook County, Illinois, and you consent to the personal jurisdiction of such courts.

6.2 Confidentiality. Both parties agree to keep all non-public, proprietary information confidential for two (2) years following the termination of the engagement.

6.3 Non-Solicitation. During our engagement and for one (1) year thereafter, you agree not to solicit or hire any of our employees or contractors.

6.4 Force Majeure. Neither party is liable for delays or failures in performance caused by events beyond their reasonable control, such as natural disasters, pandemics, or internet outages.

6.5 Non-Disparagement. You agree not to make any disparaging or negative comments about J Parker Digital or our team.

6.6 Entire Agreement. These Terms, along with your signed Service Agreement, represent the complete and final agreement between us. No other oral or written agreements or representations are valid.

7. Termination

7.1 Termination for Cause. Either party may terminate the Service Agreement immediately if the other party is in material breach of these Terms and fails to cure such breach within fifteen (15) days of receiving written notice.

7.2 Termination by You (Without Cause). Should you wish to terminate a Retainer or Hybrid service agreement before the end of its current term for reasons other than our material breach, you may do so by providing written notice. Upon termination without cause, all unpaid fees for the remainder of the current term shall become immediately due and payable in full (Acceleration). No refunds will be provided for any fees already paid.

7.3 Termination by Us. We reserve the right to terminate the Service Agreement at any time and for any reason by providing you with thirty (30) days' written notice. In such an event, you will only be liable for fees for services rendered up to the termination date.

8. Use of Artificial Intelligence

8.1 We may use artificial intelligence (AI) tools and technologies to assist in the creation of content, strategies, and other deliverables. While we strive to ensure the quality and accuracy of all work, we do not warrant that AI-generated content is free from errors or omissions. Unless otherwise specified in the Service Agreement, you acknowledge that the intellectual property rights of AI-assisted work product are assigned to you upon full payment, but we disclaim any liability for claims related to the originality or infringement of such content.