Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms," "Agreement") constitute a legally binding agreement between you ("Client," "you," or "your") and Victus Digital Marketing ("Company," "we," "us," or "our"), a limited liability company organized under the laws of North Carolina, with its principal place of business in Jacksonville, NC 28540.

By accessing our website at https://victusdigitalnc.com, engaging our services, or entering into any contract with us, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use our services.

These Terms apply to all visitors, users, clients, and others who access or use our services. Any additional terms and conditions in individual service agreements, proposals, or contracts ("Service Agreements") are incorporated herein by reference and take precedence over these general Terms in the event of a conflict.

2. Services

2.1 Scope of Services

We provide professional digital marketing services, including but not limited to:

• Custom website design and development
• Website redesign and migration
• E-commerce website development
• Search engine optimization (SEO)
• Local SEO and Google Business Profile optimization
• Content marketing and copywriting
• Workflow automation and business integrations
• AI-powered solutions and chatbots
• Custom software and SaaS development
• Website maintenance and support

The specific services to be provided will be detailed in individual Service Agreements, proposals, or statements of work.

2.2 Service Modifications

We reserve the right to modify, suspend, or discontinue any aspect of our services at any time. For ongoing projects, we will provide reasonable notice of material changes and work with you to minimize disruption.

2.3 Third-Party Services

Our services may require integration with or use of third-party platforms, tools, or services (e.g., hosting providers, analytics platforms, payment processors). You acknowledge that:

• Third-party services are subject to their own terms and conditions
• We are not responsible for the availability, performance, or policies of third-party services
• Additional fees from third-party providers may apply
• Changes to third-party services may impact our deliverables

3. Client Responsibilities

3.1 Cooperation and Communication

You agree to:

• Provide timely and accurate information, materials, and feedback as requested
• Designate an authorized point of contact for project communications
• Respond to requests for approval within reasonable timeframes
• Notify us promptly of any changes that may affect project scope or timeline
• Provide access to necessary accounts, credentials, and systems

3.2 Content and Materials

You are responsible for:

• Providing all content (text, images, logos, branding) unless otherwise agreed
• Ensuring you have the legal right to use all materials provided to us
• Reviewing and approving all deliverables in a timely manner
• Backing up your existing website and data before project commencement

3.3 Compliance

You agree that:

• Your use of our services will comply with all applicable laws and regulations
• Content provided will not infringe on any third-party intellectual property rights
• You will not use our services for any illegal, fraudulent, or harmful purposes
• You will comply with industry-specific regulations (e.g., HIPAA, PCI-DSS) as applicable

4. Fees and Payment

4.1 Pricing

Fees for our services are as set forth in individual proposals, quotes, or Service Agreements. Unless otherwise stated:

• All prices are quoted in United States Dollars (USD)
• Prices do not include applicable taxes, which will be added where required
• Estimates are non-binding unless explicitly stated as fixed-price
• Additional work outside the agreed scope will be billed separately

4.2 Payment Terms

Unless otherwise specified in writing:

• A non-refundable deposit of 50% is required before work begins
• The remaining balance is due upon project completion, before final deliverables are released
• Recurring services (maintenance, SEO) are billed monthly in advance
• Payment is due within 15 days of invoice date

4.3 Accepted Payment Methods

We accept payment via:

• Credit/debit cards (Visa, Mastercard, American Express)
• ACH bank transfer
• Check (for established clients)
• Wire transfer (for international clients)

4.4 Late Payments

Invoices not paid within the specified terms will incur a late fee of 1.5% per month (or the maximum allowed by law, whichever is less) on the outstanding balance. We reserve the right to suspend services, withhold deliverables, and/or pursue collection for overdue accounts. You agree to pay all costs of collection, including reasonable attorney's fees.

5. Intellectual Property

5.1 Client Materials

You retain all ownership rights in materials you provide to us (logos, content, images, brand assets). You grant us a non-exclusive license to use such materials solely for the purpose of providing our services.

5.2 Work Product

Upon full payment of all fees:

• Custom designs, content, and unique work created specifically for you ("Client Work Product") will be assigned to you
• We retain ownership of all pre-existing materials, tools, code libraries, frameworks, and methodologies ("Company Tools") used in creating deliverables
• You receive a perpetual, non-exclusive license to use Company Tools incorporated into your deliverables

5.3 Portfolio Rights

We reserve the right to display completed work in our portfolio, case studies, and marketing materials unless you provide written notice opting out within 30 days of project completion.

5.4 Third-Party Licenses

Deliverables may include third-party components (fonts, images, plugins, libraries) subject to separate licenses. We will provide documentation of applicable third-party licenses upon request.

6. Warranties and Disclaimers

6.1 Our Warranties

We warrant that:

• Services will be performed in a professional and workmanlike manner
• Deliverables will substantially conform to agreed specifications
• We have the right to provide the services and deliverables
• Deliverables created by us will not knowingly infringe third-party intellectual property rights

6.2 Warranty Period

We provide a 30-day warranty period following project completion during which we will correct, at no additional charge, any defects in workmanship or deviations from agreed specifications. This warranty does not cover:

• Issues arising from your modifications to deliverables
• Problems caused by third-party software or hosting
• Changes in third-party APIs or services
• Browser updates or compatibility issues with new browser versions
• Work outside the original project scope

6.3 Disclaimer of Warranties

EXCEPT AS EXPRESSLY STATED HEREIN, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

6.4 No Guarantee of Results

While we use industry best practices and proven strategies, we do not guarantee specific results, including but not limited to search engine rankings, traffic levels, conversion rates, or revenue. Digital marketing results depend on many factors beyond our control.

7. Limitation of Liability

7.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL VICTUS DIGITAL MARKETING, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR OUR SERVICES, REGARDLESS OF THE THEORY OF LIABILITY.

7.2 Cap on Liability

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

7.3 Essential Purpose

These limitations apply even if any remedy fails of its essential purpose and regardless of whether we have been advised of the possibility of such damages.

8. Indemnification

You agree to defend, indemnify, and hold harmless Victus Digital Marketing, its officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorney's fees) arising from:

• Your breach of these Terms or any Service Agreement
• Your violation of any applicable law or regulation
• Materials you provide that infringe third-party rights
• Your use of deliverables in a manner not authorized by us
• Any claim by a third party related to your business operations

9. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of our business relationship. Confidential information includes business plans, strategies, pricing, technical specifications, customer data, and any information marked or reasonably understood to be confidential.

This obligation does not apply to information that: (a) is or becomes publicly available without breach; (b) was known to the receiving party prior to disclosure; (c) is independently developed without use of confidential information; or (d) is required to be disclosed by law.

10. Termination

10.1 Termination for Convenience

Either party may terminate the relationship by providing 30 days' written notice. Termination does not affect obligations under any active Service Agreements unless specifically terminated according to their terms.

10.2 Termination for Cause

Either party may terminate immediately upon written notice if the other party:

• Materially breaches these Terms or any Service Agreement and fails to cure within 15 days of notice
• Becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors
• Engages in illegal, unethical, or fraudulent conduct

10.3 Effect of Termination

Upon termination:

• You remain liable for all fees incurred through the date of termination
• Deposits and fees for work completed are non-refundable
• For projects in progress, you will be billed for work completed at our hourly rate
• We will provide reasonable assistance in transitioning work (subject to payment)
• Provisions regarding intellectual property, confidentiality, limitation of liability, and indemnification survive termination

11. Dispute Resolution

11.1 Informal Resolution

Before initiating any formal dispute resolution, the parties agree to attempt to resolve any dispute informally by contacting each other and negotiating in good faith for at least 30 days.

11.2 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to conflict of law principles.

11.3 Jurisdiction

Any legal action or proceeding arising under these Terms shall be brought exclusively in the state or federal courts located in Onslow County, North Carolina, and the parties hereby irrevocably consent to the personal jurisdiction and venue therein.

11.4 Attorney's Fees

In any action to enforce these Terms, the prevailing party shall be entitled to recover reasonable attorney's fees and costs.

12. General Provisions

12.1 Entire Agreement

These Terms, together with any Service Agreements and our Privacy Policy, constitute the entire agreement between you and us regarding the subject matter hereof and supersede all prior agreements and understandings.

12.2 Amendments

We reserve the right to modify these Terms at any time. Material changes will be communicated via email or website notice. Your continued use of our services after such changes constitutes acceptance of the modified Terms.

12.3 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.

12.4 Waiver

No waiver of any term shall be deemed a further or continuing waiver of such term or any other term. Our failure to assert any right or provision shall not constitute a waiver of such right or provision.

12.5 Assignment

You may not assign or transfer these Terms or any rights hereunder without our prior written consent. We may assign our rights and obligations without restriction.

12.6 Force Majeure

Neither party shall be liable for any delay or failure to perform due to causes beyond their reasonable control, including acts of God, war, terrorism, pandemic, natural disasters, government actions, or internet outages.

12.7 Independent Contractors

The relationship between the parties is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.

12.8 Notices

All notices under these Terms shall be in writing and sent to the addresses on file. Email shall be acceptable for routine communications. Legal notices must be sent by certified mail or overnight courier.

13. Contact Information

For questions about these Terms of Service, please contact us: