TOWER DIGITAL, LLC dba TOWER DIGITAL SYSTEMS

Effective Date: January 1, 2024

1. INTRODUCTION AND ACCEPTANCE OF TERMS

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Tower Digital, LLC dba Tower Digital Systems ("Tower Digital," "we," "us," or "our"). By engaging our services, accessing our website, submitting payment, or using any services provided by Tower Digital, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety.
PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING OR USING OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE OUR SERVICES.

2. SERVICES

Tower Digital provides various digital marketing and web development services, including but not limited to:

• Website design and development
• Website hosting and maintenance
• Digital marketing services
• Social media marketing and management
• Search engine optimization (SEO)
• Google Ads and other paid advertising management
• Reputation management
• Content creation and management
• Any other digital services as agreed upon in writing

The specific services to be provided to Client will be outlined in a separate Service Agreement, Statement of Work, or other documentation provided by Tower Digital.

3. PAYMENT TERMS

3.1 Fees and Payment

Client agrees to pay all fees as specified in the applicable Service Agreement, invoice, or other documentation provided by Tower Digital. All payments are due upon receipt of invoice unless otherwise specified in writing.

3.2 Non-Refundable Payments

ALL PAYMENTS TO TOWER DIGITAL ARE NON-REFUNDABLE. This includes, but is not limited to, all deposits, setup fees, design fees, development fees, hosting fees, maintenance fees, and monthly subscription fees. No refunds will be provided under any circumstances, including but not limited to Client dissatisfaction, change of business direction, or termination of services.

3.3 Late Payments

Payments received more than ten (10) days after the due date will incur a late fee of fifty dollars ($50.00 USD). If payment is not received within fifteen (15) days of the due date, services may be suspended, and a reactivation fee of two hundred dollars ($200.00 USD) will apply in addition to all outstanding balances. Client agrees that Tower Digital is not responsible for any consequences arising from such suspension, including but not limited to loss of business, revenue, or data.

3.4 Taxes

All fees are exclusive of applicable federal, state, local, and foreign taxes, which are the sole responsibility of Client.

4. TERM AND TERMINATION

4.1 Term

The initial term of service shall begin on the date specified in the Service Agreement and shall continue until terminated in accordance with these Terms.

4.2 Termination

Either party may terminate services by providing thirty (30) days' written notice to the other party. Client must send termination notices to support@towerdigital.org. Tower Digital may send termination notices to the email address on file for Client. Notwithstanding the foregoing, Tower Digital reserves the right to terminate services immediately and without notice in the event of Client's breach of these Terms.

4.3 Effect of Termination

Upon termination of services for any reason:

• All outstanding balances become immediately due and payable
• All licenses granted to Client shall immediately terminate
• Tower Digital may immediately cease providing all services
• Client shall not be entitled to any refund of any kind
• Client shall not receive any website files, code, content, or other deliverables unless specifically agreed to in writing by Tower Digital prior to termination
• Client shall immediately cease using any materials, content, or intellectual property owned by Tower Digital

5. OWNERSHIP AND INTELLECTUAL PROPERTY

5.1 Tower Digital Ownership

TOWER DIGITAL RETAINS EXCLUSIVE OWNERSHIP OF ALL INTELLECTUAL PROPERTY RIGHTS, including but not limited to all designs, graphics, code, content, photographs, videos, written materials, business strategies, marketing plans, software, scripts, processes, and other materials created or provided by Tower Digital in connection with the services. Client acknowledges that no transfer of ownership of any intellectual property occurs under these Terms.

5.2 Limited License

Tower Digital grants Client a limited, non-exclusive, non-transferable, revocable license to use the materials created by Tower Digital solely in connection with the services provided by Tower Digital and only for the duration that Client continues to engage and pay for Tower Digital's services.

5.3 Website and Content Restrictions

Client acknowledges and agrees that:

• The website, including all code, content, and design elements, cannot be transferred or migrated to another hosting service
• Client may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products, or services obtained from or created by Tower Digital without prior written consent
• Client may not attempt to decompile, reverse engineer, or disassemble any code or software contained in or obtained through Tower Digital's services

5.4 Client Materials

Client grants Tower Digital a perpetual, worldwide, royalty-free license to use, reproduce, modify, and display any materials provided by Client for the purpose of providing the services. Client represents and warrants that it has all necessary rights to grant this license.

6. WEBSITE HOSTING AND MAINTENANCE

6.1 Hosting Services

If hosting services are provided, Tower Digital will make reasonable efforts to ensure website availability. However, Tower Digital does not guarantee uninterrupted or error-free operation of hosting services. Tower Digital reserves the right to temporarily suspend hosting services for maintenance purposes, to make modifications to the hosting platform, or for any other reason deemed necessary by Tower Digital.

6.2 Website Content and Updates

Tower Digital shall have sole discretion and control over website design, functionality, and content updates. Client may request changes or updates, but Tower Digital reserves the right to determine whether such changes will be implemented and the timeline for implementation.

6.3 Non-Transferability

THE WEBSITE CANNOT BE TRANSFERRED OR MIGRATED TO ANOTHER HOSTING SERVICE under any circumstances. The website and all its components are designed specifically for Tower Digital's hosting environment, and Tower Digital retains exclusive ownership of all website files, code, databases, and content.

7. CLIENT RESPONSIBILITIES

7.1 Cooperation and Information

Client agrees to provide timely and accurate information, materials, and feedback as reasonably requested by Tower Digital to perform the services. Delays in providing such information may result in delays in service delivery, for which Tower Digital shall not be liable.

7.2 Compliance with Laws

Client agrees to use Tower Digital's services in compliance with all applicable laws, regulations, and industry standards. Client shall not use Tower Digital's services for any illegal, harmful, fraudulent, or objectionable purpose.

7.3 Account Security

Client is responsible for maintaining the confidentiality of any account credentials provided by Tower Digital and for all activities that occur under Client's account. Client agrees to immediately notify Tower Digital of any unauthorized use of Client's account or any other breach of security.

8. REPRESENTATIONS AND WARRANTIES

8.1 Client Warranties

Client represents and warrants that:

• It has the legal authority to enter into this agreement
• All information provided to Tower Digital is accurate and complete
• It owns or has proper license to all materials provided to Tower Digital
• Its use of Tower Digital's services will not violate any applicable laws or third-party rights

8.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED HEREIN, TOWER DIGITAL'S SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. TOWER DIGITAL DOES NOT WARRANT THAT THE SERVICES WILL MEET CLIENT'S REQUIREMENTS, THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

8.3 No Guarantee of Results

Tower Digital does not guarantee any specific results from the use of its services, including but not limited to increased traffic, sales, leads, or revenue. All projections or estimates provided by Tower Digital are for informational purposes only and should not be relied upon as guarantees of future performance.

9. LIMITATION OF LIABILITY

9.1 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL TOWER DIGITAL, ITS OWNERS, AGENTS, EMPLOYEES, CONTRACTORS, VOLUNTEERS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICES.

9.2 Maximum Liability

TOWER DIGITAL'S TOTAL LIABILITY TO CLIENT FOR ANY CLAIM ARISING FROM OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO TOWER DIGITAL DURING THE CURRENT BILLING CYCLE IN WHICH THE ALLEGED BREACH OCCURRED.

9.3 Time Limitation

Any cause of action or claim Client may have arising out of or relating to these Terms or the services must be commenced within one (1) year after the cause of action accrues. Otherwise, such cause of action or claim is permanently barred.

10. INDEMNIFICATION

Client agrees to defend, indemnify, and hold harmless Tower Digital, LLC, its owners, officers, directors, employees, agents, contractors, volunteers, affiliates, successors, and assigns from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney's fees) arising from:

• Client's use of and access to Tower Digital's services
• Client's violation of any term of these Terms
• Client's violation of any third-party right, including without limitation any copyright, property, or privacy right
• Any claim that Client's content or materials caused damage to a third party

This defense and indemnification obligation will survive these Terms and Client's use of Tower Digital's services.

11. CONFIDENTIALITY

11.1 Definition

"Confidential Information" means any non-public information disclosed by either party to the other party, either directly or indirectly, in writing, orally, or by inspection of tangible items, including but not limited to business plans, customer lists, financial information, marketing strategies, and proprietary technology.

11.2 Obligations

Each party agrees to:

• Hold the other party's Confidential Information in strict confidence
• Not disclose such Confidential Information to any third party
• Use the Confidential Information only for the purpose of performing obligations or exercising rights under these Terms
• Take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information

11.3 Exclusions

Confidential Information shall not include information that:

• Was in the public domain at the time of disclosure
• Becomes part of the public domain after disclosure through no fault of the receiving party
• Was known to the receiving party prior to disclosure
• Is lawfully obtained by the receiving party from a third party without restriction on disclosure

12. DISPUTE RESOLUTION

12.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Illinois, without giving effect to any principles of conflicts of law.

12.2 Jurisdiction and Venue

ANY LITIGATION ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL BE BROUGHT EXCLUSIVELY IN THE COURTS LOCATED IN MCHENRY COUNTY, ILLINOIS, and the parties irrevocably consent to the personal jurisdiction and venue of these courts.

12.3 Alternative Dispute Resolution

Before filing any legal action, the parties agree to attempt in good faith to resolve any dispute through negotiation. If negotiation fails, the parties agree to submit the dispute to mediation before an impartial mediator located in McHenry County, Illinois. The costs of mediation shall be shared equally by the parties.

12.4 Attorneys' Fees

In the event of any dispute arising out of or relating to these Terms or the services, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs, and expenses.

13. GENERAL PROVISIONS

13.1 Entire Agreement

These Terms, together with any Service Agreement or other documentation provided by Tower Digital, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether oral or written.

13.2 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable.

13.3 No Waiver

Tower Digital's failure to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Tower Digital.

13.4 Assignment

Client may not assign or transfer these Terms or any rights or obligations hereunder without the prior written consent of Tower Digital. Tower Digital may assign or transfer these Terms without restriction.

13.5 Force Majeure

Tower Digital shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

13.6 Notices

All notices to Tower Digital must be sent in writing to support@towerdigital.org or to such other address as Tower Digital may designate. Notices to Client may be sent to the email address on file.

13.7 Independent Contractor

Tower Digital is an independent contractor, and nothing in these Terms shall be construed as creating an employer-employee relationship, partnership, joint venture, or agency relationship between the parties.

13.8 Headings

The section and subsection headings in these Terms are for convenience only and shall not affect the interpretation of any provision.

14. PRIVACY POLICY

14.1 Information Collection and Use

Tower Digital collects and uses personal information for the following purposes:

• To provide and maintain our services
• To notify you about changes to our services
• To provide customer support
• To gather analysis or valuable information so that we can improve our services
• To monitor the usage of our services
• To detect, prevent and address technical issues
• To fulfill any other purpose for which you provide it

The types of information we may collect include:

• Contact information (name, email address, phone number, mailing address)
• Billing information (credit card information, billing address)
• Website usage data (IP address, browser type, pages visited)
• Communication data (emails, phone calls, chat messages)
• Content and materials you provide to us

14.2 Information Sharing and Disclosure

Tower Digital may disclose your personal information in the following situations:

• To comply with a legal obligation
• To protect and defend the rights or property of Tower Digital
• To prevent or investigate possible wrongdoing in connection with the services
• To protect the personal safety of users of the services or the public
• To protect against legal liability
• To service providers who perform services on our behalf
• In connection with a merger, sale, or acquisition of all or a portion of our business

14.3 Data Security

Tower Digital takes reasonable measures to protect your personal information from unauthorized access, use, or disclosure. However, no method of transmission over the internet or electronic storage is 100% secure, and we cannot guarantee absolute security.

14.4 Data Retention

Tower Digital will retain your personal information only for as long as is necessary for the purposes set out in this Privacy Policy.

14.5 Third-Party Services

Tower Digital may use third-party services to facilitate our services, to provide the services on our behalf, to perform service-related functions, or to assist us in analyzing how our services are used. These third parties may have access to your personal information only to perform these tasks on our behalf and are obligated not to disclose or use it for any other purpose.

14.6 Cookies and Tracking Technologies

Tower Digital may use cookies, web beacons, pixels, and similar tracking technologies to track activity on our website and hold certain information. You can instruct your browser to refuse all cookies or to indicate when a cookie is being sent.

14.7 Children's Privacy

The services are not intended for use by children under the age of 13. Tower Digital does not knowingly collect personally identifiable information from children under 13.

14.8 Your Rights

Depending on your location, you may have certain rights regarding your personal information, such as:

• The right to access the personal information we have about you
• The right to request correction of inaccurate personal information
• The right to request deletion of your personal information
• The right to object to processing of your personal information
• The right to data portability
• The right to withdraw consent

To exercise any of these rights, please contact us at support@towerdigital.org.

14.9 Changes to Privacy Policy

Tower Digital may update our Privacy Policy from time to time. We will notify you of any changes by posting the new Privacy Policy on our website. Changes to this Privacy Policy are effective when they are posted.

15. ADDITIONAL PROVISIONS

15.1 Website Backups

Tower Digital may, but is not obligated to, perform regular backups of Client's website. Tower Digital makes no warranties regarding the availability, completeness, or recoverability of any backup data.

15.2 Third-Party Integrations

Tower Digital may utilize third-party services or integrations in providing services to Client. Tower Digital makes no warranties regarding the availability, performance, or security of such third-party services.

15.3 Client Acknowledgment

Client acknowledges that it has read and understands these Terms and has had the opportunity to consult with legal counsel prior to agreeing to these Terms.

15.4 Survival

Sections 3 (Payment Terms), 5 (Ownership and Intellectual Property), 8 (Representations and Warranties), 9 (Limitation of Liability), 10 (Indemnification), 11 (Confidentiality), 12 (Dispute Resolution), and any other provisions that by their nature should survive termination shall survive the termination of these Terms.

15.5 Digital Marketing Services

For digital marketing services, including but not limited to SEO, Google Ads, social media marketing, and reputation management:

• Tower Digital does not guarantee specific rankings, traffic levels, or business results
• Tower Digital retains full control over marketing strategies, keyword selection, ad copy, and campaign management
• Client acknowledges that search engine algorithms and digital advertising platforms may change at any time, which may affect campaign performance
• All accounts, logins, and profiles created for marketing purposes remain the property of Tower Digital
• Upon termination, Tower Digital may, at its sole discretion, suspend, delete, or transfer ownership of any marketing accounts

15.6 Content Approval

Client is responsible for reviewing and approving all content prior to publication. Failure to respond to approval requests within three (3) business days shall constitute automatic approval.

15.7 Electronic Signature

Client's payment for services, use of services, or acknowledgment via email or other electronic means shall constitute electronic signature and acceptance of these Terms.

15.8 Changes to Terms

Tower Digital reserves the right to modify these Terms at any time without prior notice. Updated Terms will be posted on our website, and Client's continued use of our services after such changes constitutes acceptance of the modified Terms.
By engaging Tower Digital's services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Privacy Policy.
Last Updated: January 01, 2025
Tower Digital, LLC dba Tower Digital Systems