Terms of Service.

Preamble.

These Terms of Service (this "Agreement") are entered into by and between Brilliant Ideas Consulting, Inc., a Florida corporation, doing business as Digital Visibility Concepts ("DVC," "we," "us," or "our"), and the individual or entity identified in any Engagement Agreement, Service Order, or online checkout ("Client," "you," or "your").

DVC provides marketing-technology services centered on visitor identification, behavioral activation, audience activation, and revenue attribution (collectively, the "Activation Services"). The data generated and provided through Activation Services is powerful and, when misused, carries substantial legal and regulatory risk. This Agreement is structured to (i) define the scope of services, (ii) allocate responsibility for the lawful use of data, and (iii) protect DVC, its affiliates, partners, and personnel from liability arising from Client conduct.

Definitions.

For purposes of this Agreement, the following terms have the meanings set forth below:

• "Activation Services" — All services provided by DVC, including but not limited to visitor identification, the Identification Dashboard, the three Activation Moves (cross-channel retargeting, behavioral triggers, lookalike acquisition), Strategy Sessions, Enterprise Engagements, and any other services described in an Engagement Agreement.
• "Identified Visitor Data" — Any data DVC provides Client identifying a specific natural person or business, including but not limited to name, email address, phone number, postal address, business affiliation, behavioral data, intent score, source attribution, or any combination thereof.
• "Behavioral Data" — Any data describing actions taken by an identified or anonymous visitor, including page visits, form interactions, time-on-site, return visits, or other website-derived behavioral signals.
• "Lookalike Data" — Audience data DVC delivers to advertising platforms (Meta, Google, LinkedIn, TikTok, YouTube, etc.) for the purpose of building lookalike or similar-audience targeting.
• "Competitor-Shopper Data" — Identified data DVC provides Client identifying persons researching Client's named competitors.
• "Activation Data" — Collectively, Identified Visitor Data, Behavioral Data, Lookalike Data, and Competitor-Shopper Data, plus any other data generated or provided through Activation Services.
• "Compliance Laws" — All applicable laws governing the use of Activation Data, including without limitation: the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, the Federal Trade Commission Act (FTC Act), the Health Insurance Portability and Accountability Act (HIPAA), the Gramm-Leach-Bliley Act (GLBA), state and federal Do-Not-Call regulations, state consumer protection laws, the California Consumer Privacy Act / California Privacy Rights Act (CCPA/CPRA), the EU General Data Protection Regulation (GDPR), the UK Data Protection Act, the Virginia, Colorado, Connecticut, Utah, and Texas data privacy laws, and any other applicable privacy, marketing, advertising, or consumer protection law.
• "Engagement Agreement" — A specific service contract, statement of work, or online checkout referencing this Agreement that establishes the particular services, fees, and term.
• "Free Trial" — DVC's introductory 14-day Activation trial program, including pixel installation, the Identification Dashboard, daily summary emails, and a Strategy Session, offered free of charge with no payment required.
• "Core / Grow / Total" — The three productized Activation tiers offered after the Free Trial. Grow tiers include optional Activation Moves at published rates.
• "Enterprise Engagement" — A custom-scoped engagement led personally by DVC's VP of Sales & Growth, available to clients investing $40,000 per month or more with DVC.

Scope of services.

2.1  Service Lines

DVC provides Activation Services through the following product lines. The specific services provided to Client shall be set forth in the applicable Engagement Agreement:

• Free Trial — 14-day introductory program including pixel installation, Identification Dashboard access, daily summary emails by 8:00 AM client local time, and a 60-minute Strategy Session at approximately Day 12.
• Core Tier — Identification-only Activation, with a 1,500 unique visitor monthly cap. Strategy and execution remain with Client.
• Grow Tier — Identification plus one, two, or three Activation Moves, with DVC executing the Activation Moves. 90-day initial commitment, then month-to-month with 30 days' notice.
• Total Tier — Full Activation engagement including DVC as paid-media agency of record, custom-scoped per Client. Pricing starts at $15,000/month and is established by individual proposal.
• Enterprise Engagements — Custom-scoped engagements for Clients investing $40,000/month or more with DVC. Scoped, staffed, and led personally by the DVC VP of Sales & Growth.

2.2  Service Delivery & Subcontracting

DVC may use qualified subcontractors, including offshore execution partners, to deliver Activation Services. All subcontractors are bound by written confidentiality and data protection agreements consistent with this Agreement. DVC remains responsible for the services delivered.

2.3  Modification of Services

DVC may modify, add, or discontinue specific service features at any time. Material changes affecting Client's active engagement will be communicated with 30 days' notice. Client's continued use of services after notice constitutes acceptance.

License to Activation Data.

3.1  Grant of License

Subject to Client's continuing compliance with this Agreement, DVC grants Client a limited, non-exclusive, non-transferable, revocable license to use Activation Data solely for the lawful, internal marketing purposes set forth in the applicable Engagement Agreement and consistent with Section 5 (Acceptable Use).

3.2  Reservations

DVC retains all right, title, and interest in the underlying methodology, identification infrastructure, data sources, models, dashboard software, scoring algorithms, and aggregated data. No rights are granted by implication, estoppel, or otherwise other than the limited license expressly granted.

3.3  No Resale, Brokerage, or Aggregation

Client shall not sell, license, transfer, sublicense, broker, syndicate, publish, share, or otherwise make Activation Data available to any third party. Client shall not combine Activation Data with data of other DVC clients, data brokers, or any third party for resale or aggregation purposes.

3.4  Limited Internal Use Only

Activation Data may be used only for Client's own marketing, sales, and revenue operations addressing Client's own offers, products, or services. Activation Data shall not be used to market third-party offers, partner offers (whether or not Client receives a referral fee), or any product or service Client does not directly own and deliver.

3.5  Return or Destruction on Termination

Upon termination of this Agreement, Client shall promptly cease all use of Activation Data and shall, at DVC's election, return or destroy all Activation Data in Client's possession and certify such destruction in writing within 30 days. Backups containing Activation Data shall be purged in the ordinary course of business and shall not be accessed for any purpose after termination.

Compliance Representations & Warranties.

4.1  Client Compliance Warranty

Client represents, warrants, and covenants on a continuing basis that Client shall:

• Comply at all times with all Compliance Laws in Client's use of Activation Data;
• Maintain all licenses, registrations, and authorizations required for Client's business and Client's use of Activation Data;
• Use Activation Data only for marketing of Client's own offers to identified persons in compliance with all applicable consent, opt-in, and opt-out requirements;
• Honor in real time all unsubscribe, opt-out, do-not-call, do-not-email, do-not-share, do-not-sell, and rights-request signals from any data subject;
• Maintain documented records of consent, opt-out, and rights-request handling sufficient to respond to regulatory inquiry;
• Not use Activation Data in any manner that DVC has notified Client (in writing or via Service updates) is non-permitted; and
• Implement and maintain reasonable administrative, technical, and physical safeguards to protect Activation Data in Client's possession.

4.2  Industry-Specific Warranties

Client further represents and warrants, where applicable to Client's business:

• Healthcare / HIPAA — Client shall not use Activation Data in a manner that creates a HIPAA-covered transaction or causes DVC to become a Business Associate without a separately executed Business Associate Agreement.
• Financial Services / GLBA — Client shall comply with GLBA and applicable financial-services marketing regulations, including the Safeguards Rule and Regulation P.
• Legal / Attorney Advertising — If Client is a law firm or attorney, Client shall comply with all applicable bar association rules on attorney advertising, solicitation of clients, and client communications, including state-specific solicitation prohibitions.
• Cannabis, Firearms, Gambling, Adult Content, and Other Regulated Industries — Client shall comply with all federal, state, and local laws applicable to Client's regulated industry, including platform-specific advertising policies. DVC may decline to provide Activation Services for any regulated industry at DVC's sole discretion.

4.3  No Reliance on DVC for Compliance Advice

DVC is a marketing-technology provider, not a law firm and not a compliance advisor. DVC does not provide legal advice, regulatory guidance, or compliance certification. Any guidance DVC provides regarding compliance practices is informational only and shall not be construed as legal advice. Client is solely responsible for obtaining qualified legal counsel regarding Client's compliance obligations.

4.4  DVC's Own Compliance Posture

DVC represents and warrants that Activation Data is sourced from compliant identity-resolution partners using first-party consented data. DVC maintains industry-standard compliance practices in its collection and processing infrastructure. DVC's compliance posture extends only to DVC's own collection and processing — it does not extend to Client's downstream use of Activation Data, which is governed entirely by Sections 4–7.

Acceptable Use of Activation Data.

5.1  Permitted Uses

Subject to Section 4 and the full requirements of this Agreement, Client may use Activation Data for the following purposes only:

• Targeting Client's own first-party retargeting campaigns to identified visitors who visited Client's website;
• Sending Client's own marketing communications (email, SMS, direct mail, paid media) to identified persons in compliance with applicable consent, opt-out, and channel-specific laws;
• Building lookalike or similar audiences on advertising platforms using Activation Data as a seed audience, where the platform's terms permit such use;
• Internal sales prospecting and outreach by Client's own sales team to identified persons, in compliance with applicable consent and DNC requirements;
• Analytics, attribution, and revenue operations reporting internal to Client's business; and
• Any other use expressly authorized in writing by DVC in an Engagement Agreement.

5.2  Prohibited Uses

Client shall NOT, and shall not permit any third party to:

• Sell, license, transfer, share, broker, syndicate, publish, or otherwise disclose Activation Data to any third party;
• Use Activation Data to market any third party's offers, products, or services (including affiliate or referral arrangements);
• Use Activation Data for any purpose other than the permitted uses in Section 5.1;
• Contact any identified person in violation of the TCPA, CAN-SPAM, state Do-Not-Call laws, state anti-spam laws, or applicable platform terms;
• Place autodialed or pre-recorded calls or send SMS messages to any identified person without obtaining prior express written consent meeting TCPA standards;
• Send email to any identified person without honoring all CAN-SPAM requirements including a functional unsubscribe mechanism and physical postal address;
• Use Activation Data to discriminate against any protected class or in a manner prohibited by federal, state, or local anti-discrimination laws (including the Fair Housing Act, ECOA, and the FTC Act);
• Use Activation Data to target children under 18 or to market products or services not appropriate for the recipient;
• Combine Activation Data with data from data brokers or third-party data sources in any manner that exceeds the consent originally obtained;
• Use Activation Data in any manner that misrepresents Client's identity, falsely implies endorsement by DVC, or violates platform advertising policies;
• Attempt to re-identify, reverse-engineer, or expand the data set beyond what DVC provides;
• Use Competitor-Shopper Data to harass, defame, or interfere with the named competitor's business relationships;
• Use Activation Data in any manner that DVC determines in good faith poses a material legal, regulatory, or reputational risk to DVC.

5.3  Suspension for Violation

DVC may suspend Client's access to Activation Services, in whole or in part, immediately and without notice if DVC has reasonable grounds to believe Client is in violation of Section 5.2. Suspension does not relieve Client of any payment obligation.

Indemnification.

6.1  Client Indemnification of DVC

Client shall indemnify, defend, and hold harmless DVC, its affiliates, officers, directors, employees, contractors, subcontractors, identity-resolution partners, and assigns (collectively, the "DVC Indemnitees") from and against any and all claims, demands, suits, actions, proceedings, investigations, losses, damages, settlements, judgments, fines, penalties, costs, and expenses (including reasonable attorney's fees and costs of investigation) arising out of or relating to:

• Client's breach of any representation, warranty, or covenant in this Agreement;
• Client's use of Activation Data in violation of Section 5 (Acceptable Use);
• Client's violation of any Compliance Law, including without limitation any TCPA, CAN-SPAM, state Do-Not-Call, CCPA/CPRA, GDPR, or state data privacy law claim arising from Client's use of Activation Data;
• Any private right of action, class action, or individual claim asserted against any DVC Indemnitee based in whole or in part on Client's use of Activation Data;
• Any regulatory action, investigation, consent order, or enforcement action by any federal, state, or local agency arising from Client's conduct;
• Client's products, services, business operations, statements, content, or representations to third parties;
• Client's failure to honor opt-out, unsubscribe, DNC, or data-subject-rights requests; and
• Any data breach, unauthorized disclosure, or security incident involving Activation Data while in Client's possession or control.

6.2  Defense & Settlement

DVC may, at its option, control the defense and settlement of any indemnified claim. Client shall cooperate fully with DVC's defense at Client's expense. Client shall not settle any claim that affects DVC without DVC's prior written consent.

6.3  Survival

Client's indemnification obligations under this Section 6 shall survive the termination or expiration of this Agreement indefinitely with respect to claims arising from Client's conduct during or after the term.

6.4  Insurance

Client shall maintain, at Client's expense, commercial general liability insurance, cyber liability insurance, and errors and omissions insurance in amounts customary for Client's industry and size, and shall provide certificates of insurance upon DVC's request. DVC reserves the right to require specific minimum coverage limits as a condition of providing Enterprise Engagements or other high-data-volume services.

Client Data Stewardship Obligations.

7.1  Reasonable Safeguards

Client shall implement and maintain reasonable administrative, technical, and physical safeguards designed to protect Activation Data in Client's possession from unauthorized access, use, disclosure, alteration, or destruction. These safeguards shall include at minimum: access controls limiting Activation Data to employees and contractors with a legitimate business need, encryption of Activation Data at rest and in transit, written confidentiality obligations binding employees and contractors, and regular review of access logs.

7.2  Opt-Out and Rights Management

Client shall maintain functioning mechanisms to honor all opt-out, unsubscribe, do-not-call, do-not-email, do-not-share, do-not-sell, deletion, correction, and access requests within the timeframes required by applicable law. Client shall maintain documentation sufficient to demonstrate compliance with these obligations.

7.3  Consent Documentation

Where Client's use of Activation Data requires obtaining additional consent from a data subject (including prior express written consent under the TCPA for autodialed or pre-recorded calls and SMS), Client shall obtain and document such consent and shall make such documentation available to DVC upon reasonable request.

7.4  Breach Notification to DVC

Client shall notify DVC of any actual or suspected data breach, unauthorized disclosure, regulatory inquiry, civil claim, or government investigation involving Activation Data within twenty-four (24) hours of Client becoming aware of such event. Notice shall be provided to legal@digitalvisibilityconcepts.com and shall include all material information then known to Client.

7.5  Cooperation with Investigations

If any DVC Indemnitee receives an inquiry, subpoena, or investigation request from any regulatory authority or court relating to Client's use of Activation Data, Client shall cooperate fully and shall bear all costs of DVC's response, including reasonable attorney's fees.

7.6  Audit Right

DVC may, upon reasonable notice and no more than once per twelve-month period, audit Client's compliance with Sections 4 through 7 of this Agreement. Audit costs shall be borne by DVC unless the audit reveals material non-compliance, in which case audit costs shall be borne by Client.

Fees and payment.

8.1  Fee Schedule

DVC's fees are set forth in the applicable Engagement Agreement or in DVC's published rate schedule for productized tiers. Published rates for Core, Grow Base, and Grow Move additions are accessible to active Client engagements. Total tier and Enterprise Engagement pricing is established by individual proposal.

8.2  Payment Terms

• Recurring monthly fees — due on the engagement billing date each month.
• Free Trial — no payment required; no charge applies.
• Project deposits — 50% due upon contract execution; balance due per the project schedule.
• Payment methods — ACH, wire, and check are preferred. Credit card payments incur a 3% processing fee. ACH payments may be eligible for a published discount.

8.3  Late Payment

Late payments accrue interest at the rate of 1.5% per month (18% APR) or the maximum rate permitted by law, whichever is less. DVC may suspend services for any account 10 or more days past due. Client is responsible for all costs of collection, including reasonable attorney's fees and court costs.

8.4  Disputed Charges

Client shall provide written notice of any disputed charge within thirty (30) days of the invoice date. Charges not disputed in writing within thirty (30) days are deemed accepted and waived.

8.5  No Chargebacks

Client shall not initiate a chargeback for any properly invoiced charge. Improper chargebacks constitute material breach. Client agrees that any disputed charge shall be addressed exclusively through the dispute process in Section 8.4 and the dispute resolution mechanism in Section 13.

8.6  Renewal & Price Changes

Recurring engagements renew automatically on a month-to-month basis after the initial commitment period unless terminated under Section 14. DVC may adjust rates with 30 days' written notice; the adjusted rate applies to billing cycles beginning after the notice period.

Intellectual property.

9.1  DVC Retains

DVC retains all right, title, and interest in: (i) all proprietary methodologies, models, and strategies; (ii) the Identification Dashboard, scoring algorithms, and supporting software; (iii) data sources, identity-resolution partner relationships, and aggregated data; (iv) the three Activation Moves architecture; (v) the Strategy Session methodology; and (vi) any pre-existing or independently developed intellectual property.

9.2  Client Owns (After Full Payment)

Subject to payment in full and ongoing compliance with this Agreement, Client owns: (i) custom website designs and code expressly delivered to Client as work product; (ii) ad creative and copy created specifically for Client; and (iii) the underlying license to use Activation Data as expressly set forth in Section 3.

9.3  Feedback

Any suggestions, feedback, or ideas Client provides to DVC regarding services may be used by DVC without restriction or compensation.

9.4  Aggregated and De-Identified Data

DVC may collect, use, and disclose aggregated or de-identified data derived from Activation Services (including service performance metrics across DVC's client base) for any lawful purpose, including service improvement, benchmarking, and marketing. Such use shall not disclose Client's identity or any individual data subject's identity.

Confidentiality.

10.1  Mutual Confidentiality

Each party (the "Receiving Party") shall hold in confidence all non-public information disclosed by the other party (the "Disclosing Party") that is identified as confidential or that reasonably should be understood to be confidential ("Confidential Information"). The Receiving Party shall use Confidential Information only for purposes of performing this Agreement and shall protect it with the same degree of care it uses for its own confidential information, but in no event less than reasonable care.

10.2  Activation Data is DVC Confidential Information

Activation Data is DVC's Confidential Information for all purposes of this Section 10, in addition to Client's restricted-use obligations under Sections 3, 5, and 7.

10.3  Exceptions

Confidentiality obligations do not apply to information that: (i) was lawfully known to the Receiving Party prior to disclosure; (ii) becomes publicly known through no fault of the Receiving Party; (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law, court order, or regulatory authority, provided the Receiving Party gives prompt notice (where lawful) and cooperates to limit disclosure.

10.4  Survival

Confidentiality obligations survive termination of this Agreement for seven (7) years, and indefinitely for trade secrets and Activation Data.

Warranties & disclaimers.

11.1  Limited Warranty

DVC warrants that Activation Services will be performed in a professional and workmanlike manner consistent with industry standards. Client's exclusive remedy for breach of this warranty is, at DVC's option, re-performance of the deficient services or refund of fees paid for the deficient services in the affected billing period.

11.2  Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 11.1, ACTIVATION SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." DVC EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AND UNINTERRUPTED OR ERROR-FREE OPERATION.

11.3  No Guarantee of Results

DVC does not guarantee specific outcomes, including without limitation: specific search engine rankings or traffic; specific revenue, lead, or conversion volumes; specific identification match rates; specific retargeting performance; immunity from advertising platform suspensions or policy actions; or specific timelines beyond those expressly stated in an Engagement Agreement.

11.4  Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DVC'S MAXIMUM AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE LESSER OF: (A) THE FEES PAID BY CLIENT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) $50,000.

IN NO EVENT SHALL DVC BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST OPPORTUNITIES, BUSINESS INTERRUPTION, LOST GOODWILL, OR LOSS OF DATA, EVEN IF DVC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.5  Allocation of Risk

Client acknowledges that the fees set forth herein reflect the allocation of risk in this Agreement, including the limitations of liability in Section 11.4 and the indemnification obligations in Section 6, and that DVC would not provide Activation Services on these terms without such allocation.

Term.

This Agreement begins on the earlier of: (i) Client's first acceptance of these terms; (ii) Client's first payment for Activation Services; or (iii) DVC's commencement of work on Client's behalf. The Agreement continues in effect until terminated as provided in Section 14.

Dispute resolution and arbitration.

13.1  Mandatory Binding Arbitration

ALL DISPUTES ARISING FROM OR RELATING TO THIS AGREEMENT SHALL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION RATHER THAN IN COURT.

Arbitration shall be administered by the American Arbitration Association under its Commercial Arbitration Rules, with arbitration to be held in Alachua County, Florida. The arbitrator's award shall be final and binding.

13.2  Arbitration Opt-Out

Client may opt out of arbitration by sending written notice to legal@digitalvisibilityconcepts.com within thirty (30) days of first accepting this Agreement. Notice must state "I opt out of the arbitration provision in the DVC Terms of Service" and include Client's name, business name, and contact information.

13.3  Class Action Waiver

CLIENT WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE PROCEEDING AGAINST DVC. ANY CLAIM SHALL BE BROUGHT ON AN INDIVIDUAL BASIS ONLY.

13.4  Governing Law and Jurisdiction

This Agreement is governed by the laws of the State of Florida, without regard to its conflict-of-laws principles. Any claim not subject to arbitration shall be brought exclusively in the state or federal courts located in Alachua County, Florida, and the parties consent to personal jurisdiction in those courts.

13.5  Equitable Relief

Notwithstanding Sections 13.1–13.4, either party may seek temporary, preliminary, or permanent injunctive relief in any court of competent jurisdiction to protect its intellectual property, confidential information, or rights under this Agreement.

13.6  Limitation on Time to Bring Claim

Any claim arising from or relating to this Agreement must be brought within one (1) year after the cause of action accrues, or it is permanently barred. This limitation does not apply where prohibited by law.

Termination.

14.1  Termination by Client

Client may terminate any recurring engagement upon thirty (30) days' written notice, provided that no termination shall be effective prior to the end of any initial commitment period (e.g., the 90-day Grow Base initial commitment). Termination does not entitle Client to any pro-rata refund of fees paid.

14.2  Termination by DVC for Convenience

DVC may terminate any engagement for convenience upon thirty (30) days' written notice.

14.3  Termination by DVC for Cause

DVC may terminate this Agreement and any active engagement immediately, without notice and without refund obligation, upon any of the following:

• Non-payment of fees more than 10 days past due;
• Material breach of any provision of this Agreement, including any breach of Sections 4 through 7;
• Any use of Activation Data that DVC determines in good faith violates Section 5;
• Misrepresentation in connection with Client's engagement, business activities, or compliance status;
• Conduct that exposes any DVC Indemnitee to material legal, regulatory, or reputational risk;
• Initiation of a chargeback contrary to Section 8.5;
• Insolvency, bankruptcy filing, assignment for the benefit of creditors, or appointment of a receiver.

14.4  Effect of Termination

Upon termination: (i) Client's license to Activation Data immediately terminates; (ii) Client shall return or destroy all Activation Data per Section 3.5; (iii) all unpaid fees become immediately due; (iv) Client's indemnification, confidentiality, and other surviving obligations remain in full force; and (v) DVC's access to Client systems shall be deprovisioned in the ordinary course.

Communications and consent.

15.1  Service Communications

Client consents to receive service-related communications from DVC via email, phone, SMS, video conferencing platforms (Zoom, Google Meet), and project-management or messaging tools (Asana, ClickUp, Slack, or similar) as DVC may use from time to time. Service communications include: account updates, payment reminders, performance reports, security alerts, scheduled-maintenance notices, lead-delivery notifications, and similar transactional communications.

15.2  Marketing Communications

Marketing communications (newsletters, webinars, promotional content, educational content) are sent only with separate opt-in consent. Client may opt out at any time by following the unsubscribe link in any email, replying STOP to any SMS, or contacting optout@digitalvisibilityconcepts.com.

15.3  Response Times

DVC business hours are 9:00 AM – 6:00 PM Eastern Time, Monday through Friday, excluding U.S. federal holidays. DVC targets the following response times during business hours: general inquiries, 1–2 business days; urgent project issues, 4–8 hours; critical issues (security or major outage), 1–2 hours.

General provisions.

16.1  Independent Contractor

DVC is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or fiduciary relationship between the parties.

16.2  Non-Solicitation

During the term of this Agreement and for two (2) years after termination, Client shall not, directly or indirectly, solicit, recruit, hire, engage, or attempt to do any of the foregoing with respect to any DVC employee, contractor, or subcontractor with whom Client has had material interaction. Liquidated damages for violation: $25,000 per solicited individual plus DVC's reasonable recruitment-replacement costs.

16.3  Mutual Non-Disparagement

During the term and for three (3) years after termination, neither party shall make false, misleading, or disparaging public statements about the other, including in online reviews, social media, or industry publications. This provision does not restrict truthful statements compelled by legal process, regulatory authority, or in response to direct factual inquiries.

16.4  Force Majeure

Neither party is liable for delays or failures arising from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, internet or telecommunications failures, third-party platform failures, pandemics, or strikes. Performance is suspended during the force majeure event. If a force majeure event exceeds sixty (60) days, either party may terminate without further obligation.

16.5  Assignment

DVC may assign this Agreement to any successor entity, affiliate, or acquirer without consent. Client may not assign or delegate this Agreement (in whole or in part, by merger, operation of law, or otherwise) without DVC's prior written consent, which shall not be unreasonably withheld. Any attempted assignment in violation of this section is void.

16.6  Notices

All notices must be in writing and delivered by (i) email with confirmed receipt to the email address on file (and additionally to legal@digitalvisibilityconcepts.com for notices to DVC); (ii) certified U.S. mail; or (iii) nationally recognized overnight courier. Notices are effective upon confirmed email delivery, three business days after postmark for certified mail, or upon delivery confirmation for overnight courier.

16.7  Entire Agreement

This Agreement, together with any Engagement Agreement(s) and DVC's Privacy Policy (which is incorporated by reference), constitutes the entire agreement between the parties and supersedes all prior agreements, communications, and understandings. The Privacy Policy is available at digitalvisibilityconcepts.com/legal/privacy.

16.8  Modifications

DVC may update this Agreement from time to time. Material changes will be communicated by email to Client's billing contact and/or by posting an updated version. Client's continued use of Activation Services after the effective date of any update constitutes acceptance of the updated terms.

16.9  Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision shall be reformed to the minimum extent necessary to make it enforceable while preserving the parties' intent.

16.10  Waiver

No failure or delay by DVC in enforcing any provision is a waiver of that or any other provision. Waivers must be in writing and signed by an authorized representative of the waiving party.

16.11  Counterparts and Electronic Signatures

This Agreement may be executed in counterparts, each of which is an original and all of which together constitute one agreement. Electronic signatures (including click-through acceptance and DocuSign) are valid and binding.

16.12  Headings

Section headings are for convenience only and do not affect interpretation.

16.13  Consumer Protection and State-Specific Rights

Nothing in this Agreement limits Client's rights under applicable state or federal consumer protection laws. State-specific provisions (including California, New York, and other applicable states) are addressed in the Privacy Policy. Clients in regulated industries (legal, healthcare, financial services) are subject to additional industry-specific provisions in Section 4.2.

16.14  Accessibility

DVC provides reasonable accommodations for persons with disabilities. Accommodation requests may be sent to accessibility@digitalvisibilityconcepts.com.

Acceptance of terms.

Client accepts these Terms of Service by any of the following actions:

• Signing any Engagement Agreement or Service Order that references these Terms;
• Clicking "I Accept," "Get Started," or similar acceptance language on any DVC website, checkout, or portal;
• Making payment for any DVC service;
• Granting DVC access to Client systems for the purpose of beginning Activation Services.

By accepting, Client acknowledges: (i) reading and understanding this Agreement; (ii) having had the opportunity to consult with legal counsel; (iii) accepting voluntarily without duress; and (iv) having the legal capacity and authority to bind the entity on whose behalf acceptance is given.

// End of Agreement.

Contact for legal matters: legal@digitalvisibilityconcepts.com · Brilliant Ideas Consulting, Inc. d.b.a. Digital Visibility Concepts · 9702 SW 83rd Way, Gainesville, FL 32608