Terms and Conditions

Frenchy Digital is a legally registered Corporation in Los Angeles and the State of California.

PLEASE READ THIS DOCUMENT CAREFULLY BEFORE ACCESSING OR USING THE SITE OR CONTRACTING WITH FRENCHY DIGITAL LLC. FOR ANY SERVICE OR RELATED SERVICES. BY ACCESSING OR USING THE SITE OR SERVICE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR USE THE SITE OR HOLD ANY LIABILITY.

1. Copyright, Licenses and Idea Submissions.

The entire contents of the Site are protected by international copyright and trademark laws. The owner of the copyrights and trademarks are FRENCHY DIGITAL. YOU MAY NOT MODIFY, COPY, REPRODUCE, REPUBLISH, UPLOAD, OR DISTRIBUTE, IN ANY MANNER, THE MATERIAL ON THE SITE, INCLUDING TEXT, GRAPHICS, CODE AND/OR SOFTWARE.

2. TRADEMARKS

Publications, products, content or services referenced herein or on the Site are the exclusive trademarks or service marks of FRENCHY DIGITAL, LLC. Other product and company names mentioned in the Site may be the trademarks of their respective owners.

3. Use of the Site.

You understand that, except for information, products or services clearly identified as being supplied by FRENCHY DIGITAL, LLC does not operate, control or endorse any information, products or services on the Internet in any way. Except for FRENCHY DIGITAL, LLC.- identified information, products or services, all information, products and services offered through the Site or on the Internet generally are offered by third parties, that are not affiliated with FRENCHY DIGITAL, LLC. You also understand that FRENCHY DIGITAL, LLC. cannot and does not guarantee or warrant that files available for downloading through the Site will be free of infection or viruses, worms, Trojan horses or other code that manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to the Site for the reconstruction of any lost data. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND THE INTERNET FRENCHY DIGITAL, LLC. PROVIDES THE SITE AND RELATED INFORMATION “AS IS” AND DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER (INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE OR NON-INFRINGEMENT, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH REGARD TO THE SERVICE, ANY MERCHANDISE INFORMATION OR SERVICE PROVIDED THROUGH THE SERVICE OR ON THE INTERNET GENERALLY, AND KEYWORD SEARCH PROS, INC. SHALL NOT BE LIABLE FOR ANY COST OR DAMAGE ARISING EITHER DIRECTLY OR INDIRECTLY FROM ANY SUCH TRANSACTION. IT IS SOLELY YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ALL OPINIONS, ADVICE, SERVICES, MERCHANDISE AND OTHER INFORMATION PROVIDED THROUGH THE SERVICE OR ON THE INTERNET GENERALLY. KEYWORD SEARCH PROS, INC. DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED. YOU UNDERSTAND FURTHER THAT THE PURE NATURE OF THE INTERNET CONTAINS UNEDITED MATERIALS SOME OF WHICH ARE SEXUALLY EXPLICIT OR MAY BE OFFENSIVE TO YOU. YOUR ACCESS TO SUCH MATERIALS IS AT YOUR RISK. KEYWORD SEARCH PROS, INC. HAS NO CONTROL OVER AND ACCEPTS NO RESPONSIBILITY WHATSOEVER FOR SUCH MATERIALS.

4. Confidentiality

The client shall keep confidential all information that is provided to the client, their employees, affiliates and agents (the “receiving party”) in connection with the performance of this agreement that is proprietary in nature, including but not limited to all technical data, know how, methods, processes and procedures used to optimize the client’s website(s). The receiving party agrees that, during the term and thereafter, it will keep the Confidential information in strictest confidence and, in addition, protect such Confidential information by no less stringent security measures as it takes to protect its own Confidential information, but by at least reasonable security measures. The receiving party also agrees that it will not use any Confidential information for any purpose other than in connection with the performance of its obligations under this agreement. The parties recognize that the disclosure of Confidential information by the receiving party in violation of the provisions of this section would cause irreparable injury to the Disclosing party; therefore, in the event any party breaches or threatens to breach the provisions of this section, the other party, in addition to any other remedies it may have, will be entitled to preliminary and permanent injunctive relief without the necessity of posting a bond.

5. Program Overview

FRENCHY DIGITAL, LLC. will fully work to improve search results for its clients. Some activities can but do not have to encompass and are not limited to: keywords management, ad group management, campaign organization, quality score modification, position modification, bid management, cost per click management, analytics, conversion tracking, ad text copy, search network management, content network management, and search engine optimization adjustments to websites. KEYWORD SEARCH PROS, INC. agrees to provide its clients any information about regarding their own campaign at any time, including its reporting, and or explanation to its reporting upon request.

6. Guarantee

FRENCHY DIGITAL, LLC offers no guarantee or implication to any client that the service provides with regard to cost, ad position or ranking, return, ROI, or any other measurement of service.

7. Affiliation

FRENCHY DIGITAL, LLC is not a representative of, nor is directly affiliated with, nor is contracted with any search engine including Google, Yahoo!, Microsoft, or Ask.com. Although FRENCHY DIGITAL, LLC. may be endorsed by the above search engines and does operate with search engine provided tools and interfaces and may carry various designations as a qualified service manager for search marketing service, FRENCHY DIGITAL, LLC. is not a part of and does not hold itself to BE any search engine.

8. LIMITATION OF LIABILITY

a) Under no circumstances shall either party be liable for lost revenues, lost profits, loss of business, or consequential, indirect, exemplary, special or punitive damages of any nature, whether such liability is asserted on the basis of contract, tort (including negligence or strict liability) or otherwise, and whether or not the possibility of such damages is foreseeable; provided that this exclusion shall not apply to (i) the party’s respective confidentiality obligations under Section 4, (ii) Frenchy Digital’s indemnification obligations under Section 9.
b) Except for Frenchy Digital’s indemnification obligations under Section 6 with respect to willful misconduct, whether in contract, tort (including negligence or strict liability), or otherwise, shall not exceed (i) the actual Fees paid by Client to Frenchy Digital under that Work Statement for the most recent twelve (12) month period, or (ii) in the case of Services, the actual service fees paid by Client for the Services under that Work Statement. It is understood that the success of the project is dependent on reliable communication. If the Client is unresponsive for 60 consecutive days, client agrees to pay the remaining contract balance due in full and the remaining scope is nullified.
c) Frenchy Digital shall have no liability for any damage to, or loss or theft of, any of (i) Client’s tangible property located at a Frenchy Digital facility or (ii) Client’s data, content, software or other materials located, used or restored at a Frenchy Digital facility or transmitted using Frenchy Digital’s Network Services. If Client’s data is damaged, lost or stolen as a result of Frenchy Digital’s negligence, then Frenchy Digital shall not be liable to Client. Under no circumstances will Frenchy Digital be considered the official custodian or record keeper of Client’s data for regulatory or other purposes.

Disclaimer Regarding Source Code Delivery and Client Responsibility

This clause (the "Clause") is incorporated into the Terms and Conditions of Frenchy Digital LLC (the "Company") and is specifically applicable to any source code deliveries initiated by the Company.

1. Source Code Delivery:Frenchy Digital LLC is committed to delivering source code promptly and efficiently as part of its services. Source code refers to the human-readable version of the program that enables its modification and understanding.

2. Client Responsibility:Clients receiving source code acknowledge and accept full responsibility for the careful handling and verification of the delivered code. It is the client's duty to thoroughly review the source code to ensure its completeness, functionality, and suitability for the intended purpose within 24hours of code delivery.

3. No Liability for Post-Download Issues:Frenchy Digital LLC explicitly disclaims any liability for the condition, completeness, or functionality of the source code after it has been downloaded by the client. Clients understand that the effectiveness of any password protection or security measures diminishes once the code is in their possession.

4. Client Verification:Clients are encouraged to conduct comprehensive testing and verification of the downloaded source code immediately upon receipt. Any issues or discrepancies should be promptly communicated to Frenchy Digital LLC for resolution within 24hours of delivery.

5. No Warranty or Guarantee Post-Download:The Company provides no warranties or guarantees, whether express or implied, regarding the state of the source code after it has been downloaded. Clients acknowledge that the code may be incomplete, non-functional, or faulty after the download, and Frenchy Digital LLC assumes no responsibility for such issues.

6. Client Notification:Any claims or concerns related to the completeness or functionality of the source code must be communicated to Frenchy Digital LLC within a reasonable timeframe following the download. Failure to notify the Company promptly shall void any potential claims related to the condition of the source code.

7. Limitation of Liability:Under no circumstances shall Frenchy Digital LLC be liable for any direct, indirect, incidental, special, or consequential damages arising from issues related to the completeness, functionality, or suitability of the source code after it has been downloaded by the client.

‍Disclaimer Regarding Code Liability After Server Deletion‍

This clause (the "Clause") is incorporated into the Terms and Conditions of Frenchy Digital LLC (the "Company") and is applicable to any and all services, projects, or contracts involving the transfer or deletion of code from servers.

1. Severance of Liability:Frenchy Digital LLC explicitly disclaims any liability, whether direct or indirect, for the status, completeness, usability, or functionality of any code transferred or deleted from its servers, hereinafter referred to as the "Code," after the date of deletion or "wiping" of servers.
2. Wiping of Servers:The term "wiping of servers" refers to the deliberate removal of data and code from Company servers, as agreed upon between Frenchy Digital LLC and the concerned parties.
3. Effective Date:This Clause is effective from the moment the servers are wiped, and the Company is no longer responsible for the condition or efficacy of the transferred Code.
4. No Warranty or Guarantee:Frenchy Digital LLC makes no warranties or guarantees, whether express or implied, regarding the condition, completeness, or usability of the Code after the servers are wiped. Clients and parties involved acknowledge that the Code may become non-functional, incomplete, or unusable after the wiping of servers.
5. No Assurances Post-Deletion:The Company provides no assurances or representations regarding the post-deletion state of the Code, and clients are explicitly advised to ensure they have secure and adequate backups of the Code before the wiping process is initiated.
6. Assumption of Risks:Clients and parties involved acknowledge and assume all risks associated with the transfer, deletion, or wiping of Code from Company servers. This includes, but is not limited to, the risk of data loss, incomplete transfers, and non-functioning or defective Code.
7. Limitation of Liability:Under no circumstances shall Frenchy Digital LLC be liable for any direct, indirect, incidental, special, or consequential damages arising from the condition or usability of the Code after the servers are wiped.
8. Governing Law:This Clause shall be governed by and construed in accordance with the laws of California, without regard to its conflict of law principles.

By continuing to use the services of Frenchy Digital LLC, clients and parties involved expressly agree to the terms outlined in this Disclaimer Regarding Code Liability After Server Deletion. Any disputes arising from or related to this Clause shall be subject to the dispute resolution mechanisms outlined in the overarching Terms and Conditions.This Clause is subject to change without notice, and any modifications will be effective immediately upon posting on the Company's website or notification to the parties involved.

9. Indemnification

You agree to indemnify, defend and hold harmless FRENCHY DIGITAL, LLC., its officers, directors, employees, agents, licensors, suppliers and any third party information providers to the Service from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation of this Agreement (including negligent or wrongful conduct) by you or any other person accessing the Service.

10. Payment

Frenchy Accepts all forms of payment for recurring clients, for new clients only payments done by Wire Transfer, Credit/Debit Card or Money Order. Pricing will be based on a personalised quote and according to the Client’s budget with regard to size and/or necessary work to be performed. Once a MONTHLY MANAGEMENT FEE or payment is made to FRENCHY DIGITAL, LLC. for service, the payments shall continue to be due every month on an automatically recurring basis until otherwise cancelled by (62) days written notice. Once authorization for billing is received by FRENCHY DIGITAL, LLC. client has agreed to have FRENCHY DIGITAL, LLC. directly debit the credit card or bank account agreed upon automatically every (30) days. Each MONTHLY MANAGEMENT FEE will be received prior to the fiscal month of service to be performed. SET UP FEES can or will be charged to the client for heavy work services in the initial periods following the commencement of service. SET UP fees are charged only one time shortly after the first billing authorization. This contract may be cancelled at any time by the client with (62) days written notice. Client agrees to be responsible for all payments due to FRENCHY DIGITAL, LLC. up until 62 days after the written receipt of cancellation. Payments that are more than 5 days late will be assessed a 10% late fee.

11. Term; Termination.

Any Agreement may be terminated by either party, for any reason, by giving a 30 day written notice to the opposite party. Cancellation of services or request for services to be canceled by Client must be mailed to FRENCHY DIGITAL, LLC. at 11750 Wilshire BLVD Suite 1412 Los Angeles CA 90025. The provisions of paragraphs 1(Copyright, Licenses and Idea Submissions), 2 (Trademarks) 3(Use of the Site or Service), 4(Confidentiality), 7(Affiliation), 8(Limitation of Liability),9(Indemnification), 10(Third Party Rights) and 13(Miscellaneous) shall survive any termination of any Agreement.

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12. Refund Policy

All services rendered by FRENCHY DIGITAL, LLC are non-refundable. This includes, but is not limited to: setup fees, one time fees, monthly service fees, upgrade fees, additional service fees, administrative fees, and late fees. FRENCHY DIGITAL, LLC reserves the discretion to refund clients who rightfully deserve refunds. Web, Crypto, & Mobile apps Design…Payments for web & custom design projects are made to us in increments as a courtesy to the client. Once a payment or deposit is made, it is non-refundable. If a project is cancelled or postponed, all monies paid are retained by Frenchy Digital and if applicable, a fee for all work completed beyond what was already paid for shall be paid by the client. Web & Mobile Apps Development… Payments for custom web development projects are made to us in increments as a courtesy to the client. Once a payment or deposit is made, it is non-refundable. If a project is cancelled or postponed, all monies paid are retained by Frenchy Digital and if applicable, a fee for all work completed beyond what was already paid for shall be paid by the client. Search Engine Optimization, Internet Marketing and Social Media Optimization…Payments for Search Engine Optimization, Internet Marketing and Social Media Optimization services are nonrefundable, and Frenchy Digital do not issue pro rata refunds for fees paid in advance. Once a payment or deposit is made, it is non-refundable. All Setup fees are nonrefundable as it is applied to costs immediately incurred by Frenchy Digital in initiating services. If a project is cancelled or postponed, all monies paid are retained by Frenchy Digital and if applicable, a fee for all work completed beyond what was already paid for shall be paid by the client.

13. IP Intellectual Property Ownership Clause

a. Client Retention of IP‍

- Scope of Retention: All intellectual property rights, including but not limited to copyrights, trademarks, patents, and trade secrets, created by Frenchy Digital LLC during the provision of services (referred to as “Developed IP”) shall be retained by the Client, provided that all outstanding invoices from Frenchy Digital LLC are paid in full within thirty (30) days of issuance. This clause applies to any Developed IP generated from services rendered in the past, present, and future.

- Conditions of Retention: Retention rights for Developed IP by the Client are contingent upon the timely and complete payment of all invoiced amounts. Any unpaid or partially paid invoices may impact these retention rights.

b. Transfer of IP Due to Non-Payment

- Automatic Transfer for Non-Payment: If the Client fails to pay any outstanding balances owed to Frenchy Digital LLC within thirty (30) days of the invoice date, all ownership rights to the Developed IP shall automatically and irrevocably transfer to Frenchy Digital LLC. This transfer applies to any Developed IP associated with past, present, or future services and is triggered by any unpaid balance.

- Rights Granted to Frenchy Digital Upon Transfer: Upon transfer, Frenchy Digital LLC shall hold exclusive ownership rights to the Developed IP, including the unrestricted ability to use, modify, reproduce, distribute, and sublicense the IP without notification or compensation to the Client.

- Notification and Waiver: By using Frenchy Digital LLC’s services, the Client acknowledges this automatic transfer in cases of non-payment and waives any rights to contest ownership transfer due to unpaid balances.

c. Client License for Internal Use Post-Transfer

- Limited License to Use Developed IP: Even after the automatic transfer of Developed IP ownership to Frenchy Digital LLC due to non-payment, the Client may retain a non-exclusive, non-transferable, royalty-free license to use the Developed IP strictly for internal business operations. This license is conditional upon the Client paying all remaining outstanding balances.

- Scope of License: This license does not permit the Client to modify, sublicense, distribute, or commercialize the Developed IP. Use is restricted solely to internal, non-commercial applications unless additional terms are agreed in writing.

- Termination of License: Frenchy Digital LLC reserves the right to terminate this license if the Client fails to pay any outstanding balances.

d. Client Usage Rights After Payment Post-Transfer

- Perpetual License Upon Payment: Should the Client pay all outstanding balances to Frenchy Digital LLC after the transfer of ownership has already occurred, Frenchy Digital LLC will maintain ownership of the Developed IP. However, the Client will receive a perpetual, non-exclusive, royalty-free license to use, modify, and distribute the Developed IP for any lawful purpose within their business.

- No Ownership Reversion: Even with full payment of outstanding balances, ownership of the Developed IP will remain with Frenchy Digital LLC. The Client’s rights are limited to use under the terms of this perpetual license.

- Broad Scope of License: This license grants the Client the right to use, modify, and distribute the Developed IP in various business operations and applications without further approval. However, all rights remain subject to this policy’s terms and limitations.

e. Protection of Developed IP

- Obligations of Both Parties: Both Frenchy Digital LLC and the Client agree to take all reasonable measures to protect the Developed IP from unauthorized use, disclosure, or infringement. This includes implementing necessary security protocols and confidentiality protections for Developed IP.

- Cooperation in IP Enforcement: In the event of any unauthorized use or infringement by a third party, both parties agree to cooperate in the enforcement of their respective rights related to the Developed IP. This includes the option to pursue legal remedies where appropriate.

- Client Obligations Post-Transfer: After a transfer of Developed IP to Frenchy Digital LLC due to non-payment, the Client agrees not to act in any manner that could harm, compromise, or infringe upon Frenchy Digital LLC’s exclusive rights.

f. Survival of Intellectual Property Ownership Clause

- Continued Enforcement After Service Completion: This Intellectual Property Ownership Clause shall survive the completion, termination, or expiration of any service agreement between Frenchy Digital LLC and the Client. It remains enforceable for all Developed IP created under past, present, and future service relationships.

- Binding Terms for All Clients: By engaging with Frenchy Digital’s services, all Clients agree to these terms, which are binding for all Developed IP irrespective of the individual service contract status.

14. Chargeback Abuse Policy

a. Prohibition of Chargeback Abuse: By using our services, you agree not to abuse any merchant service provider’s chargeback policy, nor to file a credit card or debit card chargeback for “services rendered” or “services not rendered” after payments are completed to Frenchy Digital LLC. Any such chargeback will be deemed a breach of this Agreement. Instead, clients are encouraged to contact Frenchy Digital directly with any billing concerns.

b. Breach of Agreement and Reimbursement Obligations: In the event of a chargeback filed by you and subsequently resolved in favor of Frenchy Digital by the issuing bank, card processor, VISA, or MASTERCARD, you agree to immediately terminate the chargeback and reimburse Frenchy Digital LLC for all associated costs. This includes actual costs paid to credit card processors, banks, other third parties, and the reasonable value of time spent by Frenchy Digital’s employees and management on the matter. These reimbursement amounts will be added to the original chargeback amount and become immediately due and payable.

c. Reporting of Chargeback Abuse: If a chargeback is placed or threatened on any service rendered or ordered from Frenchy Digital, we reserve the right to report the incident to chargeback abuse databases at our sole discretion. Information reported may include your name, email address, order date, order amount, IP address, full address, and phone number. Being listed in these databases may affect your ability to use credit cards with other merchants in the future. Chargeback abusers seeking removal from these databases must resolve any outstanding amount due to Frenchy Digital, along with an additional $550 processing and handling fee paid by wire transfer or another agreed method.

d. Reporting to Credit Bureaus and Collection Agencies: Any individual or entity found to have engaged in chargeback abuse may also be reported to major credit bureaus and/or collection agencies as a delinquent account. All legal and collection fees incurred during this process will be added to the outstanding balance owed by the chargeback abuser.

e. Service Suspension and Restoration: In the event that Frenchy Digital LLC receives a chargeback or payment dispute (including PayPal disputes) from a credit card company or bank, all ongoing services and projects will be suspended immediately, without prior notice. A non-refundable $200 chargeback fee will be applied to cover administrative costs. Services will only be reinstated upon full payment of any outstanding balance, including the chargeback fee.

f. Dispute Resolution Waiver: By filing a chargeback, you agree that all other dispute resolution procedures available under this Agreement are deemed waived. Any charges, fees, or costs arising from the chargeback will be applied to your account, and the total amount will become immediately due.

g. No Refund Through Chargeback: Initiating a chargeback or payment dispute for a valid charge is considered fraud and an unlawful means of attempting to obtain a refund. Please thoroughly review and understand our refund policy prior to making a payment to avoid any unauthorized refund requests.

15. Miscellaneous

This Agreement shall all be governed and construed in accordance with the laws of California, United States of America applicable to agreements made and to be performed in California or any other state in the United States of America. You agree that any legal action or proceeding between FRENCHY DIGITAL, LLC. and you for any purpose concerning this Agreement or the parties’ obligations hereunder shall be brought exclusively in a federal or state court of competent jurisdiction sitting in California, United States of America. Any cause of action or claim you may have with respect to the Service must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred FRENCHY DIGITAL, LLC.’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement. FRENCHY DIGITAL, LLC. may assign its rights and duties under this Agreement to any party at any time without notice to you. Any rights not expressly granted herein are reserved.