Terms of Service
CPB Digital Marketing Terms of Service
Last Updated: September 21, 2025
1. Introduction and Acceptance
These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and CPB Digital Marketing ("Company," "we," "our," or "us") governing your access to and use of our digital marketing services, website, marketing automation platform, and related applications (collectively, the "Services").
By accessing or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use our Services.
We reserve the right to modify these Terms at any time. Any changes will be effective immediately upon posting the updated Terms on our website. Your continued use of our Services after any such changes constitutes your acceptance of the revised Terms.
2. Services Description
CPB Digital Marketing provides digital marketing services, including but not limited to:
Marketing strategy development
Lead generation and capture
Website design and development
Search engine optimization (SEO)
Pay-per-click (PPC) advertising
Social media marketing
Email marketing
SMS/text messaging services
Content creation and marketing
Reputation management
Marketing automation
Analytics and reporting
The specific Services to be provided to you will be outlined in a separate Service Agreement or Statement of Work ("SOW"), which will incorporate these Terms by reference.
3. Account Registration and Security
3.1 Account Creation
To access certain Services, you may be required to create an account by providing accurate, current, and complete information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.
3.2 Account Security
You agree to:
Provide accurate and complete registration information
Maintain the security of your account credentials
Promptly notify us of any unauthorized access or security breaches
Ensure all authorized users comply with these Terms
Accept responsibility for all activities that occur under your account
We reserve the right to disable any user account if we reasonably believe you have violated these Terms.
4. Service Terms and Conditions
4.1 Client Responsibilities
You agree to:
Provide timely and accurate information necessary for the provision of Services
Review and approve deliverables within designated timeframes
Comply with all applicable laws and regulations
Obtain proper rights, permissions, or licenses for any materials provided to us
Cooperate reasonably with Company to facilitate the provision of Services
Pay all fees when due
4.2 Service Delivery
We agree to:
Provide the Services with reasonable skill and care
Comply with applicable laws and regulations
Make reasonable efforts to meet agreed-upon deadlines
Communicate regularly regarding the status of Services
4.3 Service Modifications
We reserve the right to modify, suspend, or discontinue any part of our Services with or without notice. We will not be liable if, for any reason, all or any part of the Services are unavailable or modified.
4.4 Third-Party Services and Tools
Our Services may integrate with or require the use of third-party services, applications, or platforms. Your use of such third-party services is subject to their respective terms of service and privacy policies. We do not control and are not responsible for the practices of these third parties.
5. Intellectual Property Rights
5.1 Company Intellectual Property
All content, features, and functionality of our Services, including but not limited to text, graphics, logos, icons, images, audio clips, digital downloads, data compilations, software, and the compilation thereof, are owned by the Company, its licensors, or other providers and are protected by copyright, trademark, and other intellectual property laws.
5.2
Marketing Automation Platform
Our proprietary marketing automation platform and all related technologies, algorithms, user
interfaces, and documentation are the exclusive property of the Company and are protected by
intellectual property laws. You are granted a limited, non-exclusive, non-transferable license to
access and use our platform as specified in your Service Agreement.
5.3 Client Materials
You retain all ownership rights to your pre-existing materials and content provided to us for use
in connection with the Services. You grant us a non-exclusive, worldwide, royalty-free license to
use, reproduce, modify, and display such materials solely for the purpose of providing the Services.
5.4 Deliverables
Unless otherwise specified in a Service Agreement or SOW:
1. Custom Deliverables: Upon full payment, you will own all rights to custom deliverables created specifically for you (such as custom website designs, logos, and written content).
2. Company Tools and Technology: We retain ownership of all proprietary tools, templates, platforms, systems, and technologies used to provide the Services, regardless of whether they were created before or during the provision of Services.
3. License to Deliverables: If we retain ownership of certain deliverables as specified in a Service Agreement, you are granted a non-exclusive, non-transferable license to use such deliverables for your internal business purposes.
5.5 Feedback
Any feedback, suggestions, or ideas you provide regarding our Services may be used by us without obligation to you, and you hereby grant us a perpetual, irrevocable, worldwide, royalty-free license to use such feedback.
6. Payment Terms
6.1 Fees and Invoicing
You agree to pay all fees specified in your Service Agreement or SOW. Unless otherwise stated:
All fees are quoted in US dollars
Initial setup fees are due upon execution of the Service Agreement
Recurring fees are due on the first day of each billing period
Project-based fees may require a deposit with the balance due upon completion
6.2 Payment Methods
We accept payment via credit card, ACH transfer, or other methods specified in your Service Agreement. By providing your payment information, you authorize us to charge the applicable fees to that payment method.
6.3 Late Payments
Late payments will accrue interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is less. We reserve the right to suspend Services until payment is received in full.
6.4 Taxes
Fees do not include taxes. You are responsible for paying all applicable taxes, except for those based on our net income.
6.5 Fee Changes
We may change our fees by providing at least thirty (30) days' notice. Your continued use of the Services after the fee change becomes effective constitutes your agreement to pay the modified fees.
7. Term and Termination
7.1 Term
The term of these Terms begins on the date you first access or use our Services and continues until terminated as described herein.
7.2 Termination by You
You may terminate these Terms by:
Providing written notice in accordance with your Service Agreement
Ceasing to use our Services if you do not have an active Service Agreement
7.3 Termination by Us
We may terminate or suspend your access to our Services immediately, without prior notice or liability, for any reason, including if you breach these Terms.
7.4 Effect of Termination
Upon termination:
All licenses granted to you will terminate
You must cease all use of our Services
You remain liable for any outstanding fees
Any provisions that by their nature should survive termination will survive
8. Representations and Warranties
8.1 Mutual Representations
Each party represents and warrants that:
It has the legal power and authority to enter into these Terms
It will comply with all applicable laws and regulations
It will not infringe or misappropriate the intellectual property rights of any third party
8.2 Company Warranties
We warrant that:
The Services will be performed with reasonable skill and care
The Services will substantially conform to any descriptions provided
We will not knowingly introduce any malicious code into your systems
8.3 Client Warranties
You warrant that:
All information and materials you provide are accurate and do not violate any applicable laws
or third-party rights
You have obtained all necessary rights, permissions, or licenses for materials provided to us
Your use of our Services will not violate any applicable laws or regulations
8.4 Disclaimer of Warranties
EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
9. Limitation of Liability
IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF
OR INABILITY TO USE THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE AMOUNT PAID BY YOU TO US DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND US. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
10. Indemnification
10.1 Client Indemnification
You agree to indemnify, defend, and hold harmless CPB Digital Marketing, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) that such parties may incur as a result of or arising from:
Your violation of these Terms
Your use of the Services
Your violation of any applicable law or the rights of any third party
Any content or materials you provide to us
10.2 Company Indemnification
We agree to indemnify, defend, and hold harmless you, your affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) that such parties may incur as a result of or arising from:
Our violation of these Terms
Our violation of any applicable law
Our infringement of a third party's intellectual property rights through the Services we provide
10.3 Indemnification Procedure
The indemnified party must: (a) promptly notify the indemnifying party in writing of any claim; (b) give the indemnifying party sole control of the defense and settlement of the claim; and (c) provide reasonable cooperation in the defense and settlement of the claim, at the indemnifying party's expense.
11. Confidentiality
11.1 Definition of Confidential Information
"Confidential Information" means any non-public information disclosed by one party to the other, either directly or indirectly, in writing, orally, or by inspection of tangible objects, that is designated as "confidential," "proprietary," or some similar designation, or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.
11.2 Exclusions
Confidential Information does not include information that: (a) is or becomes publicly available without breach of these Terms; (b) was known to the receiving party prior to its disclosure; (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (d) is rightfully received from a third party not under a duty of confidentiality.
11.3 Obligations
Each party agrees:
(a) to maintain the confidentiality of the other party's Confidential Information; (b) not to disclose such Confidential Information to any third party without the prior written consent of the disclosing party; and (c) to use the Confidential Information solely for the purpose of performing its obligations or exercising its rights under these Terms.
11.4 Required Disclosure
A receiving party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that the receiving party: (a) gives the disclosing party prompt written notice of the requirement prior to the disclosure; (b) provides reasonable assistance to the disclosing party in opposing or limiting the disclosure; and (c) limits any such disclosure to the extent of the legal requirement.
12. Data Protection and Privacy
12.1 Data Processing
In providing the Services, we will collect and process certain data, including personal data, in accordance with our Privacy Policy and applicable data protection laws. By using our Services, you consent to such processing.
12.2 Data Security
We will implement appropriate technical and organizational measures to protect your data, including personal data, against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access.
12.3 Client Data Responsibilities
You are responsible for ensuring that your collection, use, and disclosure of personal data comply with applicable data protection laws and that you have obtained all necessary consents and provided all necessary notices for the processing of personal data in connection with our Services.
13. Force Majeure
Neither party will be liable for any failure or delay in performing its obligations under these Terms if such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, civil unrest, government actions, labor disputes, power failures, or telecommunications failures.
14. Dispute Resolution
14.1 Informal Resolution
Before filing a claim against the other party, each party agrees to make a good faith effort to resolve the dispute informally. The complaining party will notify the other party in writing, and the parties will attempt to resolve the dispute within thirty (30) days of the notice.
14.2 Arbitration
If the dispute cannot be resolved informally, it will be settled by binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration will be conducted in Los Angeles, California, by a single arbitrator. The arbitrator's decision will be final and binding and
may be entered as a judgment in any court of competent jurisdiction.
14.3 Exceptions
Nothing in this section will prevent either party from seeking injunctive or other equitable relief for urgent matters, including but not limited to the protection of intellectual property rights or confidential information.
14.4 Class Action Waiver
YOU AND CPB DIGITAL MARKETING 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.
15. General Provisions
15.1 Entire Agreement
These Terms, together with any Service Agreements, SOWs, and the Privacy Policy, constitute the entire agreement between you and us regarding the Services, superseding any prior agreements between you and us relating to the Services.
15.2 Governing Law
These Terms and any disputes arising out of or related to these Terms or the Services will be governed by the laws of the State of California, without regard to its conflict of laws principles.
15.3 Severability
If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.
15.4 Assignment
You may not assign, transfer, or sublicense these Terms or any rights or obligations hereunder without our prior written consent. We may assign these Terms at any time without notice or consent.
15.5 No Waiver
No waiver by either party of any breach or default under these Terms shall be deemed a waiver of any subsequent breach or default.
15.6 No Agency
No agency, partnership, joint venture, or employment relationship is created as a result of these Terms, and neither party has any authority of any kind to bind the other in any respect.
15.7 Notices
All notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; and upon receipt, if sent by certified or registered mail, return receipt requested.
15.8 Contact Information
Questions or comments regarding these Terms should be directed to:
CPB Digital Marketing
Email: [email protected]
Phone: +1 747-326-5883
Address: 11824 Culver Blvd, Los Angeles, CA 90066
16. Service Level Agreement
16.1 Service Availability
We will use commercially reasonable efforts to make our Services available 24 hours a day, 7 days a week, except for planned maintenance, emergency maintenance, and circumstances beyond our reasonable control.
16.2 Support Response Times
We will respond to support requests within the following timeframes:
Critical Issues: Within 4 business hours
High Priority Issues: Within 8 business hours
Medium Priority Issues: Within 24 business hours
Low Priority Issues: Within 48 business hours
16.3 Performance Metrics
We will make reasonable efforts to meet the performance metrics specified in your Service Agreement or SOW. If specific metrics are not defined, we will strive to provide Services that meet industry standards for similar services.
____________________________________________________________________________________________________________________________________________________________________
By using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.
Last Updated: September 21, 2025