Terms of Service

1. Acceptance of Terms

Welcome to Tailor Digitals LLC ("Tailor Digitals," "we," "us," or "our"). These Terms of Service ("Terms") govern your access to and use of our website tailordigitals.com (the "Site") and all digital advertising services provided by Tailor Digitals.

By accessing our Site, engaging our services, or executing an Insertion Order or service agreement with Tailor Digitals, you ("Client," "you," or "your") 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 use our Site or services.

These Terms apply to all visitors, users, clients, and any other persons who access or use our Site or services.

2. Description of Services

Tailor Digitals provides digital advertising and marketing services, including but not limited to:

• Programmatic media buying: Planning, purchasing, and optimizing digital advertising inventory across programmatic demand-side platforms on behalf of clients
• Campaign management: End-to-end management of digital advertising campaigns, including audience targeting, creative strategy, bid optimization, and performance reporting
• Digital advertising strategy: Consulting and strategic planning for digital marketing initiatives across display, video, native, connected TV, and other digital channels
• Analytics and reporting: Performance analysis, attribution modeling, and campaign reporting to measure and optimize advertising outcomes

The specific scope, deliverables, and terms of services for each client engagement shall be defined in a separate Insertion Order ("IO"), Statement of Work ("SOW"), or service agreement executed between Tailor Digitals and the Client.

3. Client Obligations

As a Client of Tailor Digitals, you agree to:

• Provide accurate information: Supply all necessary and truthful information, materials, creative assets, and approvals required for the execution of advertising campaigns in a timely manner
• Comply with applicable laws: Ensure that all products, services, and advertising content you provide or approve comply with all applicable federal, state, and local laws, regulations, and industry standards, including but not limited to the FTC Act, CAN-SPAM Act, and CCPA
• Respect platform policies: Adhere to the terms of service and advertising policies of all third-party platforms on which campaigns are executed (e.g., Google Ads, Meta, TikTok)
• Timely review and approval: Review and approve or provide feedback on campaign strategies, creative materials, and reports within agreed-upon timeframes. Delays in client approvals may affect campaign timelines and performance
• Maintain account access: Provide and maintain any necessary account credentials, platform access, or permissions required for campaign management. You are responsible for safeguarding all credentials shared with Tailor Digitals
• Accurate billing information: Maintain current and accurate billing and payment information

4. Fees and Payment

Fee Structure

Fees for Tailor Digitals services shall be set forth in the applicable Insertion Order or service agreement. Our standard fee structure operates on a margin-based CPM model, where fees are incorporated into the media cost. Specific rates, budgets, and payment terms are defined per engagement.

Prepayment Model

Unless otherwise specified in an Insertion Order, Tailor Digitals operates on a prepayment model. Clients are required to fund campaign budgets in advance of media activation. Campaigns will not commence until the applicable prepayment has been received and confirmed.

Payment Terms

• All prepayments are due prior to campaign launch as specified in the applicable Insertion Order
• For ongoing services or management fees not covered by prepayment, invoices are due within fifteen (15) days of receipt unless otherwise stated in the Insertion Order
• Late payments may be subject to a late fee of 1.5% per month (or the maximum rate permitted by law, whichever is lower) on outstanding balances
• Tailor Digitals reserves the right to suspend or terminate services if payments are not received within the agreed-upon timeframe

Refunds and Unspent Media Budget

Unspent prepaid media budgets may be refunded or applied to future campaigns at the Client's request, subject to any minimum spend commitments, non-cancellable media commitments, or platform-specific policies outlined in the Insertion Order. Management fees and service fees are non-refundable once services have been rendered.

5. Intellectual Property

Client Materials

The Client retains all ownership rights in any materials, content, trademarks, logos, and creative assets provided to Tailor Digitals for use in advertising campaigns ("Client Materials"). The Client grants Tailor Digitals a non-exclusive, revocable license to use Client Materials solely for the purpose of providing the agreed-upon services.

Tailor Digitals Materials

Tailor Digitals retains all ownership rights in its proprietary tools, methodologies, processes, strategies, templates, and any materials developed independently of a client engagement ("TD Materials"). Nothing in these Terms transfers ownership of TD Materials to the Client.

Work Product

Unless otherwise agreed in writing, any custom creative assets, ad copy, or campaign-specific materials created by Tailor Digitals specifically for the Client during an engagement ("Work Product") shall be owned by the Client upon full payment of all associated fees. Tailor Digitals retains the right to use anonymized or aggregated campaign data and performance insights for internal purposes, including improving its services and methodologies.

6. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of the engagement ("Confidential Information"). Confidential Information includes, but is not limited to, business strategies, financial information, client lists, campaign data, performance metrics, pricing, and technical processes.

Neither party shall disclose, share, or use the other party's Confidential Information for any purpose other than fulfilling obligations under these Terms or the applicable Insertion Order, except:

• With the prior written consent of the disclosing party
• As required by law, regulation, or court order (with reasonable advance notice to the disclosing party, where permitted)
• To authorized employees, contractors, or agents who have a legitimate need to know and are bound by confidentiality obligations no less protective than those set forth herein

Confidentiality obligations shall survive termination of the client relationship for a period of two (2) years.

7. Data Privacy

Tailor Digitals is committed to protecting the privacy of all individuals whose data we process. Our collection, use, and handling of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

In performing services on behalf of Clients, Tailor Digitals may process certain data, including audience data, campaign performance data, and conversion data. Both parties agree to comply with all applicable data protection laws and regulations, including but not limited to the California Consumer Privacy Act (CCPA) and any other applicable state privacy laws.

Clients are responsible for ensuring they have obtained all necessary consents and authorizations for any personal data shared with Tailor Digitals for advertising purposes.

8. Limitation of Liability

To the fullest extent permitted by applicable law:

• No guarantee of results: Tailor Digitals does not guarantee specific advertising outcomes, including but not limited to impressions, clicks, conversions, revenue, or return on ad spend. Advertising performance is subject to numerous factors beyond our control, including market conditions, competition, platform algorithms, audience behavior, and the quality of Client-provided materials.
• Cap on liability: The total aggregate liability of Tailor Digitals for any and all claims arising out of or related to these Terms or the services provided shall not exceed the total fees paid by the Client to Tailor Digitals during the three (3) months immediately preceding the event giving rise to the claim.
• Exclusion of damages: In no event shall Tailor Digitals be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, loss of business opportunities, or reputational harm, regardless of the cause of action or the theory of liability, even if Tailor Digitals has been advised of the possibility of such damages.
• Third-party platforms: Tailor Digitals shall not be liable for any actions, omissions, policy changes, outages, or errors by third-party advertising platforms (including but not limited to Google, Meta, TikTok, or any demand-side platform) that may affect campaign delivery or performance.

9. Indemnification

The Client agrees to indemnify, defend, and hold harmless Tailor Digitals LLC, its officers, directors, employees, agents, and contractors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• The Client's breach of these Terms or any applicable Insertion Order
• The Client's violation of any applicable law, regulation, or third-party right
• Any Client Materials that infringe upon or violate the intellectual property rights, privacy rights, or other rights of any third party
• Any claims relating to the Client's products or services advertised through Tailor Digitals campaigns
• The Client's failure to obtain required consents for the use of personal data in advertising campaigns

10. Term and Termination

Term

These Terms are effective as of the date you first access our Site or engage our services and shall remain in effect until terminated in accordance with this section. Individual service engagements are governed by the term specified in the applicable Insertion Order or service agreement.

Termination by Client

The Client may terminate services by providing thirty (30) days' written notice to Tailor Digitals. Early termination does not relieve the Client of obligations to pay for services already rendered, media already committed or purchased, and any non-cancellable commitments made on the Client's behalf.

Termination by Tailor Digitals

Tailor Digitals may terminate or suspend services immediately upon written notice if:

• The Client fails to make timely payments after a fifteen (15) day cure period
• The Client materially breaches these Terms or the applicable Insertion Order
• The Client's advertising content is found to violate applicable laws or third-party platform policies
• Continuation of services would expose Tailor Digitals to legal or regulatory risk

Effect of Termination

Upon termination, Tailor Digitals shall wind down all active campaigns in an orderly manner, provide final performance reporting, and return or destroy Confidential Information as requested by the Client. Sections relating to Intellectual Property, Confidentiality, Limitation of Liability, Indemnification, and Governing Law shall survive termination.

11. Governing Law

These Terms and any disputes arising out of or related to these Terms or the services provided by Tailor Digitals shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles.

12. Dispute Resolution

In the event of any dispute, claim, or controversy arising out of or relating to these Terms or the services provided:

1. Informal resolution: The parties shall first attempt to resolve the dispute through good-faith negotiation for a period of thirty (30) days following written notice of the dispute.
2. Mediation: If informal resolution is unsuccessful, the parties agree to submit the dispute to non-binding mediation administered by a mutually agreed-upon mediator in New York, NY, before pursuing any other form of dispute resolution.
3. Litigation: If mediation is unsuccessful, either party may pursue litigation in the state or federal courts located in New York County, New York. Both parties consent to the exclusive jurisdiction and venue of such courts.

Nothing in this section shall prevent either party from seeking injunctive or equitable relief from a court of competent jurisdiction to protect its intellectual property or Confidential Information.

13. Modifications to Terms

Tailor Digitals reserves the right to modify these Terms at any time. Updated Terms will be posted on this page with a revised "Last Updated" date. For active clients, material changes to these Terms will be communicated via email to the address on file at least thirty (30) days prior to the effective date of such changes.

Continued use of our Site or services after the effective date of any modifications constitutes your acceptance of the updated Terms. If you do not agree to the modified Terms, you must discontinue use of our Site and services and notify us in writing.

14. General Provisions

• Entire agreement: These Terms, together with any applicable Insertion Orders and our Privacy Policy, constitute the entire agreement between the parties regarding the subject matter herein and supersede all prior or contemporaneous agreements, understandings, and communications.
• Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
• Waiver: The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
• Assignment: The Client may not assign or transfer these Terms or any rights hereunder without the prior written consent of Tailor Digitals. Tailor Digitals may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.
• Force majeure: Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to natural disasters, acts of government, internet or infrastructure failures, or pandemics.

15. Contact Information

If you have questions about these Terms of Service, please contact us:

Tailor Digitals LLC
New York, NY
Email: theodore@tailordigitals.com
Website: tailordigitals.com