TERMS AND CONDITIONS

JCC Marketing Group, LLC

Effective Date: March 20, 2025

1. INTRODUCTION

These Terms and Conditions ("Agreement") constitute a legally binding agreement between JCC Marketing Group, LLC ("Company," "we," "us," or "our"), a Michigan limited liability company with its principal place of business at 10489 S West Bay Shore Dr, Traverse City, MI 49684, and the individual or entity ("Client," "you," or "your") that engages our services or accesses our website.

By accessing our website, requesting a quote, or purchasing any service offered by JCC Marketing Group, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions. If you do not agree to these terms, please do not use our services.

2. SERVICES PROVIDED

JCC Marketing Group provides digital marketing solutions including, but not limited to:

-- Website design and development

-- Social media management

-- Digital advertising campaigns

-- Search engine optimization (SEO)

-- Brand development and refinement

-- Content creation and marketing

-- Email marketing campaigns

-- Analytics and performance reporting

All services are provided subject to availability, and we reserve the right to modify, update, or discontinue any service at our sole discretion. The specific deliverables, timelines, and scope of work will be detailed in a separate Service Agreement or Statement of Work.

3. CLIENT OBLIGATIONS

3.1 Account Information

You agree to provide accurate, current, and complete information as required for the provision of our services. You are responsible for maintaining the confidentiality of any account credentials and for all activities occurring under your account.

3.2 Content and Materials

You shall provide all necessary content, materials, and approvals in a timely manner as required for the performance of our services. You represent and warrant that all materials you provide:

-- Are owned by you or you have secured all necessary rights and permissions to use them

-- Do not infringe upon any third-party intellectual property rights

-- Do not contain any defamatory, obscene, or otherwise unlawful content

-- Comply with all applicable laws, regulations, and industry standards

3.3 Cooperation

You agree to cooperate with us in good faith to achieve the objectives of the services provided, including responding promptly to requests for information, feedback, or approvals.

3.4 Compliance with Laws

You agree not to use our services for any unlawful, fraudulent, deceptive, or harmful activities. You are solely responsible for ensuring that your use of our services complies with all applicable laws and regulations.

4. PAYMENT TERMS

4.1 Fees and Pricing

Fees for our services are as specified in your Service Agreement or as listed on our website. We reserve the right to modify our pricing at any time, but will honor the rates specified in existing Service Agreements for their duration. All fees are quoted in US Dollars unless otherwise specified.

4.2 Payment Processing

We utilize Stripe as our third-party payment processor. By using our services, you consent to the collection, use, and disclosure of your personal information in accordance with Stripe's Privacy Policy (https://stripe.com/privacy) and agree to comply with Stripe's Terms of Service (https://stripe.com/legal).

4.3 Payment Methods

We accept payments via credit card, debit card, ACH transfers, and other methods supported by Stripe. You authorize us to charge your designated payment method for all fees incurred.

4.4 Invoicing and Payment Schedule

Invoices will be issued according to the schedule specified in your Service Agreement. Unless otherwise agreed upon in writing, payment terms are net fifteen (15) days from the invoice date.

4.5 Late Payments

Any payment not received within fifteen (15) days of the invoice date shall be considered late. Late payments may incur:

-- A late fee of 1.5% per month or the maximum rate permitted by law, whichever is lower

-- Suspension of services until payment is received

-- Termination of services for payments more than thirty (30) days past due

4.6 Taxes

All fees are exclusive of any applicable federal, state, local, or foreign taxes, levies, duties, or similar governmental assessments. You are responsible for payment of all taxes associated with your purchase of our services. We will include applicable taxes in your invoice when required by law.

4.7 Refund Policy

All payments are non-refundable except as specifically provided in this Agreement or as required by applicable law. Refund requests must be submitted in writing within thirty (30) days of payment and will be evaluated on a case-by-case basis.

4.8 Chargebacks

You agree to contact us before initiating a chargeback with your financial institution. Unauthorized chargebacks may result in immediate termination of services and additional fees. You agree to reimburse us for any fees incurred as a result of an unauthorized chargeback.

5. TERM AND TERMINATION

5.1 Term

The term of this Agreement shall commence upon your acceptance of these Terms and Conditions and shall continue until terminated as provided herein.

5.2 Termination by Client

You may terminate this Agreement at any time by providing written notice to us, subject to any notice requirements or early termination fees specified in your Service Agreement.

5.3 Termination by Company

We reserve the right to terminate or suspend your access to our services, without prior notice or liability, for any reason whatsoever, including without limitation if:

-- You breach any provision of this Agreement

-- You fail to make timely payment for services

-- You engage in any conduct that we believe is harmful to our business or other clients

-- We are unable to verify or authenticate any information you provide

5.4 Effect of Termination

Upon termination:

-- All outstanding fees become immediately due and payable

-- We will cease providing services to you

-- Any licenses granted under this Agreement will terminate, except as otherwise specified

-- Provisions that by their nature should survive termination shall survive termination

6. INTELLECTUAL PROPERTY RIGHTS

6.1 Client Materials

You retain all ownership rights to content, materials, logos, trademarks, and other intellectual property you provide to us ("Client Materials"). You grant us a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and display Client Materials solely for the purpose of providing services to you.

6.2 Company Materials

We retain all ownership rights to our proprietary tools, processes, methodologies, software, templates, frameworks, algorithms, and know-how used or developed in connection with our services ("Company Materials"). Nothing in this Agreement shall be construed as transferring any rights to Company Materials.

6.3 Deliverables

Unless otherwise specified in your Service Agreement:

-- You will own all deliverables specifically created for you, subject to payment in full

-- Any third-party materials incorporated into deliverables are subject to their respective licenses

-- We retain the right to use non-confidential deliverables in our portfolio and for marketing purposes

7. CONFIDENTIALITY

7.1 Definition

"Confidential Information" means all non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

7.2 Obligations

Each party agrees to:

-- Use Confidential Information solely for the purpose of performing under this Agreement

-- Protect Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care

-- Not disclose Confidential Information to any third party without prior written consent of the disclosing party

-- Limit access to Confidential Information to employees, contractors, and agents who need to know such information and who are bound by confidentiality obligations no less restrictive than those contained herein

7.3 Exclusions

The confidentiality obligations do not apply to information that:

-- Is or becomes publicly known through no fault of the receiving party

-- Was known to the receiving party prior to disclosure

-- Is rightfully received from a third party without a duty of confidentiality

-- Is independently developed by the receiving party without use of Confidential Information

-- Is required to be disclosed by law or court order, provided the receiving party gives prompt notice to the disclosing party

8. REPRESENTATIONS AND WARRANTIES

8.1 Mutual Representations

Each party represents and warrants that:

-- It has the full power and authority to enter into and perform this Agreement

-- Its performance will not violate any agreement or obligation between it and any third party

8.2 Company Warranties

We warrant that:

-- We will perform services in a professional and workmanlike manner consistent with industry standards

-- We will comply with all applicable laws in providing the services

8.3 Client Warranties

You warrant that:

-- You have the right to provide us with all materials and content necessary for the performance of our services

-- Your use of our services will comply with all applicable laws and regulations

8.4 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND. WE EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, OR QUIET ENJOYMENT. WE DO NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, BE ERROR-FREE, OR OPERATE WITHOUT INTERRUPTION.

WE DO NOT GUARANTEE ANY SPECIFIC RESULTS FROM THE USE OF OUR SERVICES, INCLUDING BUT NOT LIMITED TO WEBSITE TRAFFIC, SEARCH ENGINE RANKINGS, CONVERSION RATES, OR BUSINESS REVENUE.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Limitation of Liability

OUR TOTAL LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9.3 Essential Purpose

THE LIMITATIONS OF LIABILITY IN THIS SECTION SHALL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

10. INDEMNIFICATION

10.1 Client Indemnification

You agree to indemnify, defend, and hold harmless JCC Marketing Group and its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising from or relating to:

-- Your violation of these Terms and Conditions

-- Your violation of any third-party right, including intellectual property rights

-- Your provision of any materials that violate applicable laws or regulations

-- Any claim that your materials caused damage to a third party

10.2 Company Indemnification

We agree to indemnify, defend, and hold harmless you and your officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising from or relating to our violation of any third-party intellectual property rights in our provision of services to you, except to the extent such claims arise from your materials or instructions.

11. Dispute Resolution

11.1 Informal Resolution

Prior to filing any legal action, the parties agree to attempt in good faith to resolve any dispute through negotiation between executives with authority to resolve the dispute.

11.2 Arbitration

If the parties are unable to resolve the dispute through informal negotiation, all disputes arising out of or related to this Agreement shall be resolved by binding arbitration in Traverse City, Michigan, before a single arbitrator selected in accordance with the rules of the American Arbitration Association (AAA). The arbitration shall be conducted in English and in accordance with the AAA's Commercial Arbitration Rules. The decision of the arbitrator shall be final and binding on both parties.

11.3 Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information pending the resolution of arbitration.

11.4 Class Action Waiver

THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan without giving effect to any conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

13. MISCELLANEOUS

13.1 Entire Agreement

This Agreement, together with any Service Agreement or Statement of Work, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral.

13.2 Severability

If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

13.3 Assignment

You may not assign, transfer, or sublicense this Agreement or any rights or obligations hereunder without our prior written consent. We may assign or transfer this Agreement to any successor in interest, whether by merger, reorganization, or sale of all or substantially all of our assets.

13.4 No Waiver

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. No waiver under this Agreement shall be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

13.5 Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, epidemic, war, terrorism, riots, civil unrest, government action, strikes, lockouts, or other labor problems.

13.6 Relationship of Parties

The relationship between the parties is that of independent contractors. Nothing in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties.

13.7 Notices

All notices under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by a nationally recognized overnight courier service to the address specified below or to such other address as the party to receive the notice has designated by notice to the other party:

JCC Marketing Group, LLC

10489 S West Bay Shore Dr Traverse City, MI 49684

Email: [email protected]

Phone: 989-350-7548

13.8 Amendments

We reserve the right to modify these Terms and Conditions at any time by posting the amended terms on our website. Your continued use of our services following the posting of revised Terms and Conditions means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes.