Terms of Service

These Terms of Service (“Terms”) govern your access to and use of crimsondukes.com and any marketing, consulting, technology, advertising, automation, artificial intelligence, website, social media, communication, or related services provided by Crimson Dukes Marketing LLC, doing business as Crimson Dukes Marketing (“Crimson Dukes,” “we,” “us,” or “our”).

These Terms apply to website visitors, prospective clients, clients, authorized client users, and anyone who purchases, accesses, or uses our services.

By accessing our website, submitting an order, signing a proposal or service agreement, creating an account, authorizing payment, or using our services, you agree to these Terms.

If you are accepting these Terms on behalf of a company or another organization, you represent that you have authority to bind that organization. In that case, “you” and “your” refer to the organization and its authorized users.

1. Services

Crimson Dukes provides digital marketing, consulting, technology implementation, creative, advertising, and business automation services.

Services may include:

• Social media strategy and management;
• Social media content creation;
• Graphic design;
• Short-form and long-form video content;
• Social media advertising;
• Lead-generation campaigns;
• Search engine optimization;
• Local search engine optimization;
• Google Business Profile optimization and management;
• Online reputation management;
• Review-generation systems;
• Website design and development;
• Landing-page and funnel development;
• Website hosting and maintenance;
• Customer relationship management systems;
• Implementation and administration;
• Marketing automation;
• Email marketing;
• SMS and text-message marketing;
• Conversational AI;
• Website chatbots;
• Voice AI agents;
• AI receptionist systems;
• Automated appointment scheduling;
• Missed-call text-back systems;
• Lead nurturing;
• Workflow design and implementation;
• Data integration;
• Analytics and reporting;
• Marketing consulting;
• Brand development;
• Content strategy;
• Copywriting;
• Campaign management;
• Training and technical support; and
• Other services described in a proposal, order form, statement of work, invoice, subscription, or service agreement.

The specific services, deliverables, fees, timelines, usage limits, and responsibilities applicable to a client will be stated in the relevant proposal, order form, statement of work, subscription, or service agreement.

2. Contract Documents and Order of Priority

The agreement between you and Crimson Dukes may consist of:

1. A signed service agreement;
2. A statement of work;
3. A proposal or order form;
4. A subscription or checkout-page description;
5. These Terms;
6. The Privacy Policy and SMS Terms and Conditions; and
7. Other written policies expressly incorporated into the agreement.

If these documents conflict, the following order of priority applies unless the parties expressly agree otherwise in writing:

1. Signed service agreement;
2. Signed statement of work;
3. Signed proposal or order form;
4. These Terms;
5. Other incorporated policies.

A specific written term controls over a general term addressing the same subject.

3. Eligibility and Business Use

You must be at least 18 years old and legally capable of entering into a binding contract to use our services.

Our services are primarily intended for legitimate business and professional purposes. You may not use our services for unlawful, fraudulent, deceptive, abusive, or unauthorized activities.

You represent that:

• The information you provide is complete and accurate;
• You are authorized to act for the business identified in your account;
• You have authority to provide all content, data, credentials, and instructions submitted to Crimson Dukes;
• Your use of the services will comply with applicable laws and platform policies; and
• You will maintain accurate billing and contact information.

4. Proposals, Estimates, and Scope

A proposal or estimate is valid for the period stated in the document. If no period is stated, it expires 30 days after issuance.

Prices and projected timelines are based on the information available when the proposal is prepared.

Additional fees or schedule adjustments may apply when:

• The requested scope changes;
• You request additional deliverables;
• You request revisions beyond the included revision allowance;
• Required materials are incomplete or delayed;
• Third-party requirements change;
• Technical conditions differ materially from the information provided;
• Additional integrations or custom development are required;
• A platform rejects, limits, or changes the requested implementation; or
• Work must be expedited.

Crimson Dukes is not required to perform work outside the agreed scope unless the parties approve the additional work and applicable charges.

5. Client Responsibilities

You agree to provide timely access to the information and resources reasonably necessary to perform the services.

This may include:

• Brand guidelines;
• Logos and creative assets;
• Website and domain credentials;
• Social media access;
• Advertising-account access;
• Google Business Profile access;
• CRM access;
• Calendars;
• Email and telephone-system access;
• Payment-platform access;
• Product and service information;
• Pricing information;
• Legal disclaimers;
• Privacy disclosures;
• Customer lists;
• Content approvals; and
• Prompt responses to questions.

You are responsible for:

• The accuracy of information you provide;
• Reviewing and approving deliverables;
• Obtaining required licenses and permissions;
• Maintaining secure credentials;
• Designating authorized representatives;
• Ensuring your products and services are lawful;
• Ensuring your marketing claims are truthful and supportable;
• Complying with industry-specific laws and professional rules;
• Maintaining legally sufficient privacy policies and terms;
• Obtaining required marketing, recording, email, and SMS consent;
• Honoring opt-out and privacy requests;
• Monitoring your accounts after launch; and
• Promptly notifying Crimson Dukes of errors, unauthorized access, or material changes.

Delays caused by missing information, access, feedback, approvals, or client decisions may extend the delivery schedule without placing Crimson Dukes in breach.

6. Authorized Contacts and Approvals

You must identify the people authorized to:

• Give instructions;
• Approve content;
• Request changes;
• Access accounts;
• Approve expenditures; and
• Make binding decisions.

Crimson Dukes may rely on instructions and approvals received from an authorized contact.

Approval may be provided through:

• Email;
• Text message;
• CRM message;
• Project-management system;
• Electronic signature;
• Recorded meeting;
• Written chat communication; or
• Another documented electronic method.

Once content, a campaign, workflow, website, integration, or deliverable is approved, subsequent changes may be treated as additional work.

7. Fees and Payment

You agree to pay all fees described in the applicable proposal, invoice, checkout page, order form, subscription, statement of work, or service agreement.

Unless otherwise stated:

• Setup, implementation, strategy, onboarding, and development fees are due before work begins;
• Monthly fees are billed in advance;
• Advertising spend is separate from Crimson Dukes’ management fees;
• Third-party software, messaging, telephone, email, hosting, domain, API, usage, and platform fees are separate unless expressly included;
• Taxes are additional when required;
• Fees are stated in United States dollars; and
• Payment obligations are not contingent on particular marketing results.

Crimson Dukes may require a valid payment method to remain on file.

8. Recurring Billing

Monthly services automatically renew each month until canceled in accordance with these Terms or the applicable service agreement.

By enrolling in a monthly service, you authorize Crimson Dukes and its payment processor to charge the payment method on file for:

• Monthly service fees;
• Approved add-on services;
• Applicable taxes;
• Usage-based charges;
• Third-party charges you have authorized;
• Past-due balances; and
• Other amounts due under the agreement.

The billing date will ordinarily be the same numerical day each month as the original subscription date. Where that date does not occur in a particular month, billing may occur on the last day of that month.

You are responsible for updating expired, replaced, or invalid payment information.

9. Cancellation of Monthly Services

You may cancel a month-to-month service by providing at least 30 days’ written notice, unless a different cancellation period appears in your service agreement, proposal, or order form.

Cancellation requests must be sent to:

Steffany@CrimsonDukes.com

The subject line should state:

Service Cancellation Request

The request should identify:

• The client or business name;
• The service being canceled;
• The requested cancellation date; and
• The person authorized to request cancellation.

A verbal request, social media message, removal of account access, declined payment, or cessation of service use does not constitute effective cancellation.

Services and billing continue during the applicable notice period.

If notice is received fewer than 30 days before the next billing date, the next monthly payment may become due and service will continue through the resulting paid service period.

Crimson Dukes will provide confirmation after processing a valid cancellation request.

10. Refund Policy

Unless otherwise stated in a signed agreement:

• Setup and onboarding fees are nonrefundable once work begins;
• Strategy and consulting fees are nonrefundable once the applicable session or work begins;
• Completed work is nonrefundable;
• Monthly service fees are nonrefundable after the applicable service period begins;
• Advertising spend paid to a third-party platform is nonrefundable through Crimson Dukes;
• Domain, hosting, software, telephone, SMS, email, API, licensing, and third-party platform charges are nonrefundable after they are incurred;
• Unused time or services do not create a right to a refund or credit;
• Delays caused by the client do not create a right to a refund; and
• A client’s dissatisfaction with performance results does not create a right to a refund where Crimson Dukes provided the agreed services.

Crimson Dukes may issue a discretionary credit or refund in writing. A discretionary accommodation does not waive these Terms or establish an obligation to provide similar accommodations.

11. Late Payments and Failed Charges

An invoice is past due if it is not paid by its stated due date.

If a payment fails or becomes past due, Crimson Dukes may:

• Retry the payment method;
• Send payment reminders;
• Suspend services;
• Pause campaigns or automations;
• Remove access to hosted systems;
• Withhold deliverables;
• Disable ongoing support;
• Require payment through another method;
• Require future payment in advance;
• Terminate the agreement; and
• Pursue available collection remedies.

You are responsible for reasonable collection costs, chargeback fees, returned-payment fees, court costs, and attorneys’ fees to the extent permitted by law.

Suspension for nonpayment does not eliminate amounts already due.

Crimson Dukes is not responsible for lost leads, missed communications, paused advertising, reduced rankings, lost data, or other consequences caused by suspension for nonpayment.

12. Chargebacks and Payment Disputes

You agree to contact Crimson Dukes and make a good-faith effort to resolve a billing dispute before initiating a chargeback.

Initiating a chargeback for validly authorized and properly invoiced services may result in:

• Immediate service suspension;
• Termination;
• Loss of access to deliverables or hosted systems;
• Collection activity; and
• Recovery of associated fees and costs.

A chargeback does not cancel the underlying payment obligation when the charge was authorized and the services were properly provided.

13. Third-Party Platforms and Services

Our services may depend on third-party providers, including:

• Third-party platforms;
• Stripe;
• Google;
• Meta;
• LinkedIn;
• TikTok;
• Microsoft;
• Domain registrars;
• Website-hosting providers;
• Email providers;
• SMS and telecommunications carriers;
• AI model providers;
• Scheduling systems;
• Social media platforms;
• Analytics providers; and
• Advertising networks.

Your use of a third-party service may be subject to that provider’s separate terms, policies, fees, limits, and approval requirements.

Crimson Dukes does not control and is not responsible for:

• Platform outages;
• Account suspensions;
• Policy changes;
• Algorithm changes;
• API changes;
• Service discontinuation;
• Data loss by a provider;
• Advertising disapproval;
• Messaging-registration rejection;
• Carrier filtering;
• Search-ranking changes;
• Social media reach restrictions;
• Third-party security incidents; or
• Increased third-party fees.

Crimson Dukes may modify an implementation when necessary to address third-party technical or policy changes.

14. Platform Services

Crimson Dukes may configure, license, administer, or support platform accounts and related services.

Depending on the service plan:

• The account may be maintained within a Crimson Dukes agency account;
• Certain features may require separate usage charges;
• Telephone, SMS, email, AI, workflow, and premium integration charges may be usage based;
• Access may depend on timely payment;
• Features may be changed by the platform;
• Data export options may depend on the platform; and
• Account transfer or migration may require additional fees.

You remain responsible for the legality and accuracy of communications sent through your account.

Crimson Dukes may suspend an account or feature when reasonably necessary to prevent unlawful messaging, security threats, excessive usage, platform violations, or unpaid charges.

15. Email and SMS Marketing Compliance

You are responsible for ensuring that all email and SMS campaigns comply with applicable law and industry standards.

You represent that:

• Recipients have provided any consent required by law;
• Consent records are accurate and available;
• Purchased or improperly scraped contact lists will not be used without authorization;
• Sender identity will not be deceptive;
• Required disclosures will be included;
• Opt-out requests will be promptly honored;
• Suppression lists will not be bypassed;
• Marketing will not be sent to reassigned or unauthorized numbers after notice;
• Content will not be unlawful, misleading, abusive, or fraudulent; and
• Required business, campaign, and telephone registrations will be maintained.

You authorize Crimson Dukes to implement reasonable compliance measures, including:

• Consent checkboxes;
• STOP and HELP instructions;
• Unsubscribe links;
• Sending-hour restrictions;
• Contact suppression;
• Number-registration procedures;
• Campaign registration;
• Rate limits;
• Content filtering; and
• Workflow suspension.

Crimson Dukes may refuse or suspend a campaign that presents legal, reputational, deliverability, or platform risk.

16. Advertising Services

Advertising services may involve platforms such as Google, Meta, LinkedIn, TikTok, Microsoft, or other networks.

Unless expressly stated:

• Advertising spend is paid separately by the client;
• Crimson Dukes does not advance advertising spend;
• Platform charges are paid directly to the platform or reimbursed by the client;
• Management fees do not include advertising spend;
• Advertising budgets may be changed only by authorized instruction; and
• The client is responsible for funding the advertising account.

You are responsible for the legality and accuracy of:

• Offers;
• Prices;
• Promotions;
• Testimonials;
• Product claims;
• Professional claims;
• Disclosures;
• Eligibility criteria; and
• Landing-page information.

Crimson Dukes may recommend changes or refuse content that presents a material compliance risk.

17. No Guarantee of Marketing Results

Marketing results depend on factors outside Crimson Dukes’ control, including:

• Market conditions;
• Competition;
• Pricing;
• Client reputation;
• Sales performance;
• Follow-up speed;
• Offer quality;
• Consumer demand;
• Advertising budgets;
• Platform algorithms;
• Search algorithms;
• Website history;
• Domain authority;
• Account history;
• Geographic conditions;
• Seasonal demand; and
• Third-party policy changes.

Crimson Dukes does not guarantee:

• A specific number of leads;
• A specific cost per lead;
• Sales or revenue;
• Search-engine rankings;
• Google Business Profile rankings;
• Social media reach;
• Followers;
• Engagement;
• Advertising approval;
• Account verification;
• Message delivery;
• Review volume;
• Appointment attendance;
• Customer conversion;
• Return on advertising spend; or
• Any particular financial result.

Forecasts, projections, benchmarks, and estimates are informational and are not guarantees.

18. Search Engine Optimization

Search engine and local-search services are intended to improve website quality, relevance, visibility, authority, and technical performance.

You acknowledge that:

• Search engines control rankings;
• Rankings fluctuate;
• Algorithm changes may affect performance;
• Competitors may alter their strategies;
• Search engines may modify business information;
• Rankings may differ by device, user, location, and search history; and
• New websites and campaigns may require substantial time to develop authority.

Crimson Dukes does not control Google or any other search engine and does not guarantee a particular ranking or placement.

19. Google Business Profile Services

You are responsible for providing accurate business information and maintaining eligibility under Google’s rules.

Crimson Dukes may assist with:

• Profile optimization;
• Categories;
• Services;
• Posts;
• Images;
• Questions and answers;
• Review strategy;
• Citation consistency; and
• Reinstatement support.

Crimson Dukes does not guarantee:

• Verification;
• Reinstatement;
• Approval of edits;
• Map rankings;
• Removal of reviews;
• Prevention of suspension; or
• Acceptance of content.

You must not request fabricated reviews, false locations, misleading business names, or other prohibited practices.

20. Social Media Management

You authorize Crimson Dukes to access and manage designated social media accounts within the approved scope.

Crimson Dukes may:

• Draft content;
• Schedule content;
• Publish approved content;
• Respond to comments or messages where authorized;
• Monitor engagement;
• Manage advertising; and
• Review analytics.

You remain responsible for:

• The accuracy of business claims;
• Regulatory disclosures;
• Product availability;
• Pricing;
• Professional advice;
• Client or patient confidentiality;
• Contests and promotions;
• User-generated content decisions; and
• Timely escalation of sensitive communications.

Crimson Dukes may remove or decline content that is unlawful, misleading, defamatory, discriminatory, infringing, or materially harmful.

21. Websites, Funnels, and Landing Pages

Website services may include design, development, copy, forms, integrations, hosting, maintenance, analytics, and conversion optimization.

Unless otherwise stated:

• Domain registration is separate;
• Premium plugins and licenses are separate;
• Ongoing maintenance requires an active plan;
• Search optimization is not automatically included;
• Accessibility audits are not automatically included;
• Legal review is not included;
• Regulatory compliance review is not included; and
• Custom functionality outside the agreed scope requires additional approval.

You are responsible for reviewing and approving:

• Business information;
• Service descriptions;
• Pricing;
• Disclaimers;
• Privacy disclosures;
• Terms;
• Professional claims;
• Accessibility requirements;
• Copyrighted content; and
• Industry-specific disclosures.

22. Accessibility

Crimson Dukes may use generally accepted website-design practices intended to improve usability and accessibility.

Unless expressly included in a signed scope, Crimson Dukes does not provide:

• Formal accessibility certification;
• Legal accessibility opinions;
• Continuous accessibility monitoring;
• Remediation for every assistive technology; or
• A guarantee of compliance with every accessibility law or technical standard.

You are responsible for obtaining legal advice regarding accessibility obligations that apply to your organization.

23. Artificial Intelligence Services

Crimson Dukes may provide or use artificial intelligence for:

• Content generation;
• Lead intake;
• Chat;
• Voice interactions;
• Appointment booking;
• Transcription;
• Summarization;
• Lead qualification;
• Data analysis;
• Workflow automation; and
• Customer support.

AI-generated outputs may contain:

• Errors;
• Omissions;
• Outdated information;
• Inappropriate recommendations;
• Fabricated information;
• Biased content; or
• Content similar to third-party material.

You are responsible for reviewing AI-generated outputs before relying on, publishing, or distributing them.

AI tools are not substitutes for legal, medical, accounting, financial, mental-health, or other licensed professional advice.

Crimson Dukes does not guarantee that an AI system will correctly interpret every request, complete every booking, answer every question, or function without interruption.

24. Voice AI and Call Recording

Voice AI and telephone services may involve automated voices, call routing, call recording, transcription, appointment booking, and lead qualification.

You are responsible for:

• Providing required recording disclosures;
• Obtaining legally required consent;
• Approving scripts;
• Reviewing call outcomes;
• Monitoring appointment accuracy;
• Escalating emergencies;
• Maintaining appropriate human oversight; and
• Ensuring the system is not used for prohibited or regulated purposes without appropriate safeguards.

Voice AI is not an emergency service. It must not be used as a substitute for calling 911 or another emergency provider.

25. Professional and Regulated Industries

Clients in legal, medical, financial, insurance, real estate, education, government, and other regulated industries are responsible for compliance with laws and professional rules applicable to their businesses.

Crimson Dukes does not provide legal, compliance, medical, accounting, or professional ethics advice unless expressly stated in a separate written agreement and provided by a properly qualified professional.

You are responsible for obtaining appropriate advice concerning:

• Advertising rules;
• Professional responsibility;
• Confidentiality;
• Record retention;
• Required disclaimers;
• Consent;
• Privacy;
• Data security;
• Licensing;
• Testimonials;
• Comparative claims; and
• Client or patient communications.

26. Client Data and Privacy

Each party will process personal information in accordance with applicable law and its published privacy notices.

When Crimson Dukes processes personal information on your behalf, you represent that:

• You have lawful authority to collect and use the information;
• You have provided required notices;
• You have obtained required consent;
• Your instructions are lawful;
• You will respond to privacy requests;
• You will not direct Crimson Dukes to unlawfully process information; and
• You will avoid transmitting unnecessary sensitive information.

Crimson Dukes may use service providers to process client data as described in its Privacy Policy.

27. Sensitive Information

Unless expressly agreed in writing, you must not provide Crimson Dukes with:

• Social Security numbers;
• Complete payment-card details;
• Financial-account credentials;
• Medical records;
• Protected health information;
• Government identification numbers;
• Biometric identifiers;
• Criminal-history records;
• Authentication credentials;
• Highly sensitive legal-client information; or
• Other regulated or highly sensitive personal information.

If your project requires sensitive information, the parties must agree on the scope and appropriate safeguards before that information is transferred.

28. Security and Account Access

You are responsible for:

• Protecting passwords;
• Using multifactor authentication when available;
• Limiting account access;
• Removing former employees and contractors;
• Using secure networks;
• Protecting API keys;
• Monitoring suspicious activity; and
• Promptly reporting unauthorized access.

You must not share a user account where individual credentials are required.

Crimson Dukes may temporarily restrict access when it reasonably suspects:

• Account compromise;
• Fraud;
• Unlawful conduct;
• Platform abuse;
• Security risk; or
• Unauthorized access.

29. Intellectual Property Owned by Crimson Dukes

Crimson Dukes retains ownership of its preexisting and independently developed intellectual property, including:

• Processes;
• Templates;
• Frameworks;
• Prompt structures;
• Workflow architecture;
• Automation logic;
• Software configurations;
• Training materials;
• Documentation;
• Strategies;
• Know-how;
• Libraries;
• Reusable design components;
• Code utilities; and
• Internal systems.

Unless expressly agreed otherwise, providing services does not transfer ownership of Crimson Dukes’ underlying tools, systems, templates, processes, or know-how.

30. Client Materials

You retain ownership of content and materials you provide to Crimson Dukes.

You grant Crimson Dukes a nonexclusive, worldwide, royalty-free license to access, reproduce, modify, display, distribute, transmit, and otherwise use those materials as necessary to:

• Perform the services;
• Create deliverables;
• Operate campaigns;
• Maintain systems;
• Provide support; and
• Fulfill the agreement.

You represent that you possess the rights and permissions necessary to provide those materials and authorize their use.

31. Ownership of Deliverables

Unless a proposal or service agreement states otherwise, ownership of final custom deliverables transfers to the client only after Crimson Dukes receives full payment of all amounts due for those deliverables.

Deliverables may incorporate:

• Crimson Dukes’ preexisting materials;
• Licensed stock assets;
• Fonts;
• Plugins;
• Platform components;
• Third-party templates;
• AI-generated elements;
• Open-source software; and
• Other third-party materials.

Those components remain subject to their original ownership and license terms.

Drafts, rejected concepts, unused materials, internal documents, source libraries, and working files remain the property of Crimson Dukes unless expressly included in the scope.

32. Portfolio and Marketing Rights

Unless prohibited by a written confidentiality agreement, you grant Crimson Dukes permission to identify you as a client and display nonconfidential work product for:

• Portfolios;
• Case studies;
• Sales presentations;
• Social media;
• Awards;
• Educational materials; and
• Crimson Dukes’ own marketing.

Crimson Dukes will not intentionally disclose confidential performance data or sensitive client information without authorization.

You may withdraw permission for future portfolio use by written notice. Withdrawal does not require removal from materials already printed, published, or distributed.

33. Confidentiality

Each party may receive confidential information from the other.

Confidential information does not include information that:

• Is publicly available without breach;
• Was lawfully known before disclosure;
• Is independently developed without using the other party’s confidential information; or
• Is lawfully received from another source without a duty of confidentiality.

Each party agrees to:

• Use confidential information only for the agreement;
• Apply reasonable safeguards;
• Limit access to people who need the information;
• Avoid unauthorized disclosure; and
• Notify the other party of a known material breach.

Confidential information may be disclosed when required by law, subpoena, or court order, provided legally permitted notice is given.

34. Feedback

You may provide ideas, recommendations, suggestions, or feedback about our services.

You grant Crimson Dukes a perpetual, worldwide, irrevocable, royalty-free right to use and incorporate that feedback without restriction or payment, provided Crimson Dukes does not publicly identify you as the source without permission.

35. Acceptable Use

You may not use the website or services to:

• Violate a law or regulation;
• Commit fraud;
• Impersonate another person or business;
• Infringe intellectual-property rights;
• Send spam;
• Conduct unlawful telemarketing;
• Send messages without required consent;
• Harass or threaten others;
• Distribute malware;
• Circumvent security controls;
• Scrape data without authorization;
• Interfere with a platform or network;
• Collect sensitive information unlawfully;
• Publish defamatory or discriminatory material;
• Manipulate reviews;
• Create deceptive advertising;
• Promote illegal products or services; or
• Engage in conduct that could damage Crimson Dukes or its providers.

Crimson Dukes may investigate suspected violations and suspend or terminate services where reasonably necessary.

36. Revisions and Change Requests

The number of revisions included in a project will be stated in the applicable scope.

Unless otherwise stated:

• A revision modifies an existing approved direction;
• A new concept or substantial change in direction is additional work;
• Changes after approval may incur additional fees;
• Changes caused by inaccurate client information may incur additional fees; and
• Requests outside the scope require separate approval.

A client’s failure to provide feedback does not extend included revision rights indefinitely.

37. Project Delays and Inactivity

If you fail to provide required information, access, feedback, or approvals for 30 days, Crimson Dukes may place the project on hold.

If inactivity continues for 60 days, Crimson Dukes may:

• Close the project;
• Reschedule remaining work;
• Require a restart fee;
• Requote unfinished services;
• Archive project materials; or
• Terminate the engagement.

Amounts already paid remain subject to the refund provisions in these Terms.

38. Suspension and Termination by Crimson Dukes

Crimson Dukes may suspend or terminate services immediately when:

• Payment is overdue;
• A payment is disputed or reversed;
• You violate these Terms;
• Your instructions create material legal or security risk;
• You abuse staff, contractors, providers, or systems;
• You use the services for deceptive or unlawful purposes;
• A third-party provider requires suspension;
• Continuing the service could damage Crimson Dukes’ reputation;
• Required account access is revoked; or
• The working relationship becomes impracticable.

Crimson Dukes may also terminate a month-to-month service without cause by providing 30 days’ written notice.

39. Effect of Termination

Upon termination:

• You must pay all amounts accrued through the effective termination date;
• Future recurring charges will stop after the applicable notice and service period;
• Access to Crimson Dukes-managed systems may end;
• Hosting and software services may be disabled;
• Campaigns and automations may stop;
• Licenses provided through Crimson Dukes may terminate;
• Each party must return or delete confidential information when reasonably required; and
• Provisions intended to survive termination remain effective.

You are responsible for requesting and completing any available data export before access ends.

Migration, account transfer, data cleanup, documentation, or transition assistance may require additional fees.

40. Data Export and Account Transition

Crimson Dukes will provide reasonable transition assistance when included in the service agreement or purchased separately.

Account transfer is subject to:

• Full payment of outstanding balances;
• Platform capabilities;
• Third-party restrictions;
• Completion of required identity verification;
• Removal of Crimson Dukes’ proprietary materials;
• Payment of migration or transition fees; and
• A reasonable processing period.

Crimson Dukes does not guarantee that every workflow, integration, telephone number, domain, dataset, or configuration can be transferred between platforms or accounts.

41. Service Availability

Crimson Dukes will use commercially reasonable efforts to provide the services, but services may be unavailable because of:

• Maintenance;
• Software errors;
• Platform outages;
• Internet failures;
• Telecommunications failures;
• Cybersecurity incidents;
• Vendor interruptions;
• Force majeure events; or
• Circumstances outside Crimson Dukes’ reasonable control.

Crimson Dukes does not guarantee uninterrupted, secure, or error-free service.

42. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE WEBSITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

CRIMSON DUKES DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF:

• MERCHANTABILITY;
• FITNESS FOR A PARTICULAR PURPOSE;
• TITLE;
• NON-INFRINGEMENT;
• ACCURACY;
• AVAILABILITY;
• SECURITY;
• RESULTS; AND
• ERROR-FREE OPERATION.

CRIMSON DUKES DOES NOT WARRANT THAT THE SERVICES WILL MEET EVERY REQUIREMENT, PRODUCE A PARTICULAR BUSINESS RESULT, OR OPERATE WITHOUT INTERRUPTION.

Some jurisdictions do not permit certain warranty exclusions, so some exclusions may not apply to you.

43. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CRIMSON DUKES AND ITS MEMBERS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR:

• INDIRECT DAMAGES;
• INCIDENTAL DAMAGES;
• SPECIAL DAMAGES;
• EXEMPLARY DAMAGES;
• PUNITIVE DAMAGES;
• CONSEQUENTIAL DAMAGES;
• LOST PROFITS;
• LOST REVENUE;
• LOST BUSINESS;
• LOST OPPORTUNITIES;
• LOST LEADS;
• LOST DATA;
• LOSS OF GOODWILL;
• ADVERTISING LOSSES;
• PLATFORM SUSPENSIONS;
• SEARCH-RANKING CHANGES; OR
• BUSINESS INTERRUPTION.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CRIMSON DUKES’ TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO THE SERVICES WILL NOT EXCEED THE AMOUNT YOU PAID TO CRIMSON DUKES FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM DURING THE THREE MONTHS IMMEDIATELY PRECEDING THE EVENT THAT CAUSED THE CLAIM.

The limitations apply regardless of the theory of liability and even if Crimson Dukes was advised that damages were possible.

Some jurisdictions do not permit certain liability limitations, so some limitations may not apply to you.

44. Indemnification

You agree to defend, indemnify, and hold harmless Crimson Dukes Marketing LLC and its members, officers, employees, contractors, agents, and service providers from claims, damages, liabilities, judgments, penalties, costs, and reasonable attorneys’ fees arising from or related to:

• Your products or services;
• Your business operations;
• Your content or materials;
• Your instructions;
• Your violation of these Terms;
• Your violation of law;
• Your violation of a third party’s rights;
• False or misleading claims supplied by you;
• Communications sent without required consent;
• Your failure to honor opt-out requests;
• Your failure to provide required disclosures;
• Your unauthorized use of personal information;
• Your breach of a platform’s rules; or
• A dispute between you and your customer, client, patient, lead, employee, contractor, or vendor.

Crimson Dukes will provide reasonable notice of a covered claim and may participate in the defense with counsel of its choice.

45. Force Majeure

Neither party is liable for delay or failure caused by circumstances beyond its reasonable control, including:

• Natural disasters;
• Severe weather;
• Fire;
• Flood;
• War;
• Terrorism;
• Civil unrest;
• Labor disputes;
• Epidemics;
• Government action;
• Utility failures;
• Internet outages;
• Telecommunications outages;
• Cyberattacks;
• Platform outages;
• Vendor failures; or
• Transportation disruptions.

Payment obligations for services already provided are not excused by a force majeure event.

46. Informal Dispute Resolution

Before filing a lawsuit, the complaining party must send written notice describing:

• The nature of the dispute;
• The relevant facts;
• The requested resolution; and
• Supporting documentation.

Notices to Crimson Dukes must be sent to:

Steffany@CrimsonDukes.com

The parties will attempt in good faith to resolve the dispute informally for at least 30 days after receipt of the notice.

Either party may seek emergency injunctive relief when necessary to prevent immediate or irreparable harm.

47. Governing Law

These Terms and any dispute arising from them are governed by the laws of the Commonwealth of Virginia, without regard to conflict-of-law principles.

48. Venue and Jurisdiction

Unless a signed service agreement states otherwise, any legal proceeding arising from or relating to these Terms or the services must be brought in a state or federal court with jurisdiction over Gainesville, Prince William County, Virginia.

Each party consents to the personal jurisdiction and venue of those courts.

49. Attorneys’ Fees

In an action to collect unpaid fees or enforce payment obligations, Crimson Dukes may recover its reasonable collection costs and attorneys’ fees to the extent permitted by law.

For other disputes, each party will bear its own attorneys’ fees unless a statute, court order, or signed agreement provides otherwise.

50. Electronic Communications and Signatures

You consent to conducting transactions electronically.

Electronic records, approvals, signatures, checkboxes, checkout submissions, email confirmations, and other electronic actions may be used to form and evidence an agreement.

You are responsible for maintaining a valid email address and reviewing communications sent to that address.

Electronic notices are considered received when sent to the email address associated with your account unless the sender receives a delivery-failure notice.

51. Notices

Legal notices to Crimson Dukes must be sent by email and, when legally required, by certified mail to:

Crimson Dukes Marketing LLC
7001 Heritage Village Plaza, Suite 260
Gainesville, Virginia 20155

Email: Steffany@CrimsonDukes.com
Telephone: (571) 222-4805

Notices to you may be sent to the postal address, email address, telephone number, CRM account, or other contact information you provided.

52. Assignment

You may not assign or transfer your agreement with Crimson Dukes without our prior written consent.

Crimson Dukes may assign the agreement in connection with:

• A merger;
• Acquisition;
• Reorganization;
• Sale of assets;
• Change in control; or
• Transfer to an affiliate or successor.

53. Independent Contractors

The parties are independent contractors.

These Terms do not create:

• A partnership;
• Joint venture;
• Franchise;
• Fiduciary relationship;
• Employment relationship; or
• Agency relationship.

Neither party may bind the other except as expressly authorized in writing.

54. No Third-Party Beneficiaries

These Terms are for the benefit of Crimson Dukes and the client. They do not create enforceable rights for any third party.

55. Waiver

A failure to enforce a provision is not a waiver of that provision or any other provision.

A waiver is effective only when made in writing by an authorized representative.

56. Severability

If a court determines that a provision is invalid or unenforceable, that provision will be enforced to the maximum lawful extent or modified as necessary.

The remaining provisions will continue in effect.

57. Entire Agreement

These Terms and the applicable contract documents constitute the entire agreement concerning the services and supersede prior discussions, representations, proposals, and understandings concerning the same subject.

Neither party relies on a representation not included in the applicable contract documents.

58. Changes to These Terms

Crimson Dukes may update these Terms to reflect changes in:

• Services;
• Technology;
• Vendors;
• Business practices;
• Legal requirements; or
• Regulatory guidance.

Updated Terms will be posted on crimsondukes.com with a revised “Last Updated” date.

Material changes affecting an active paid service may also be communicated by email, account notice, or another reasonable method.

Changes will apply prospectively unless applicable law permits otherwise.

59. Contact Information

Questions regarding these Terms may be directed to:

Crimson Dukes Marketing LLC
7001 Heritage Village Plaza, Suite 260
Gainesville, Virginia 20155

Website: https://crimsondukes.com
Email: Steffany@CrimsonDukes.com
Telephone: (571) 222-4805