Terms and Conditions

These Terms govern your access to, usage of all content, Product and Services available at the Prominent Distribution, Inc. website (the "Service") operated by Prominent Distribution, Inc. ("us", "we", or "our").

Your access to our services is subject to your acceptance, without modification, of all of the terms and conditions contained herein and all other operating rules and policies published and that may be published from time to time by us.

Please read the Agreement carefully before accessing or using our Services. By accessing or using any part of our Services, you agree to be bound by these Terms. If you do not agree to any part of the terms of the Agreement, then you may not access or use our Services.

Service Agreements and Payment

All digital marketing services provided by Prominent Distribution, Inc. shall be governed by a separate Service Agreement or Statement of Work ("SOW") detailing the scope, timelines, deliverables, and payment terms. Fees for services are due as specified in the SOW. Ad spend budgets for platforms like Google Ads or Meta are separate from our management fees and are payable directly by the client or through us as outlined in the SOW. We reserve the right to suspend services for overdue payments.

Intellectual Property

The Agreement does not transfer from Us to you any of Ours or third party intellectual property, and all right, title, and interest in and to such property will remain (as between the parties) solely with Prominent Distribution, Inc. and its licensors. Pre-existing materials, strategies, and tools used by us remain our property. Any content, ad creatives, or materials specifically created for you under a Service Agreement will become your property upon full and final payment for the relevant services.

Third-Party Services

In using the Services, you may use third-party services, products, software, embeds, or applications developed by a third party ("Third-Party Services"), such as Google Analytics, social media platforms, or advertising networks.

If you use any Third Party Services, you understand that:

• Any use of a Third Party Service is at your own risk, and we shall not be responsible or liable to anyone for Third Party websites or Services.
• You acknowledge and agree that We shall not be responsible or liable for any damage or loss caused or alleged to be caused by or in connection with the use of any such content, goods or services available on or through any such websites or services.

Accounts

Where use of any part of our Services requires an account (e.g., client portal), you agree to provide us with complete and accurate information when you register for an account.

You will be solely responsible and liable for any activity that occurs under your account. You are responsible for keeping your account information up-to-date and for keeping your password secure. You must notify us immediately of any unauthorized uses of your account.

Termination

We may terminate or suspend your access to all or any part of our Services at any time, with or without cause, with or without notice, effective immediately, particularly in cases of a material breach of the Service Agreement. Termination conditions, including notice periods and final payments, will be outlined in the SOW.

All provisions of the Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

Disclaimer

Our Services are provided "AS IS." and "AS AVAILABLE" basis. Prominent Distribution, Inc. and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. While we strive to achieve the best possible results, we do not guarantee specific outcomes, rankings, or return on investment (ROI), as these are subject to factors beyond our direct control.

Jurisdiction and Applicable Law

Except to the extent any applicable law provides otherwise, the Agreement and any access to or use of our Services will be governed by the laws of Ohio.

Changes

Prominent Distribution, Inc. reserves the right, at our sole discretion, to modify or replace these Terms at any time. If we make changes that are material, we will provide at least 30 days notice prior to any new terms taking effect. Your continued use of our Services after such changes will constitute acknowledgment and agreement of the modified Terms.