Terms and Conditions

Effective Date: January 1, 2025

Last Updated: January 1, 2025

1. Company Information

These Terms and Conditions ("Terms") govern the provision of digital marketing services by OTOCO BASE WY LLC - There's No Marketing - Series 112 ("Company," "we," "us," or "our"), a limited liability company organized under the laws of Wyoming, United States, with its principal place of business located at 159 N. Wolcott St. Suite 133, Casper, Wyoming 82601, USA.

2. Acceptance of Terms

By engaging our services, accessing our website, or entering into any agreement with us, you ("Client," "you," or "your") acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions. These Terms constitute a legally binding agreement between you and the Company. If you do not agree to these Terms, you must not use our services or website.

3. Services Description

The Company provides comprehensive digital marketing services including but not limited to:

• Website design, development, and maintenance services
• Copywriting services for sales letters, newsletters, and marketing materials
• Search Engine Optimization (SEO) services
• Social media advertising and marketing campaigns
• Digital marketing strategy consultation and implementation
• Related digital marketing services as may be agreed upon in writing

4. Service Agreement and Scope

Each engagement shall be governed by a separate Service Agreement or Statement of Work ("SOW") that will detail the specific services to be provided, deliverables, timelines, and compensation. The SOW, together with these Terms, shall constitute the complete agreement between the parties for the specific engagement. In the event of any conflict between these Terms and a SOW, the SOW shall prevail with respect to the specific services described therein.

5. Payment Terms

Payment terms shall be specified in each SOW. Unless otherwise agreed in writing, the following payment terms apply:

• A deposit of fifty percent (50%) of the total project fee is required before commencement of work
• The remaining balance is due upon completion and delivery of services
• Monthly retainer services require payment in advance on the first day of each month
• All payments are due within thirty (30) days of invoice date
• Late payments may incur a service charge of 1.5% per month or the maximum rate permitted by law, whichever is less
• All fees are non-refundable except as expressly provided in these Terms

6. Client Responsibilities

The Client agrees to:

• Provide timely access to necessary information, materials, and resources required for service delivery
• Respond to requests for feedback, approvals, and decisions within agreed timeframes
• Ensure all provided content and materials do not infringe upon third-party rights
• Maintain confidentiality of any proprietary methods or strategies shared by the Company
• Comply with all applicable laws and regulations in connection with the services
• Provide accurate and complete information necessary for service delivery

7. Intellectual Property Rights

Upon full payment of all fees, the Client shall own the final deliverables specifically created for the Client, excluding any pre-existing intellectual property of the Company. The Company retains ownership of all methodologies, processes, know-how, and general knowledge developed or used in providing the services. The Company reserves the right to use general knowledge and experience gained from the engagement in future work, provided such use does not disclose Client's confidential information.

8. Confidentiality

Both parties acknowledge that they may have access to confidential information of the other party. Each party agrees to maintain the confidentiality of such information and not to disclose it to third parties without prior written consent, except as required by law or court order. This obligation shall survive termination of the agreement.

9. Performance Standards and Warranties

The Company warrants that services will be performed in a professional and workmanlike manner in accordance with industry standards. However, the Company makes no guarantees regarding specific results, rankings, traffic, or revenue outcomes, as these depend on numerous factors beyond the Company's control. The Company's sole obligation for any breach of warranty shall be to re-perform the deficient services at no additional cost to the Client.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY'S TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY THE CLIENT FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES.

11. Indemnification

The Client agrees to indemnify, defend, and hold harmless the Company from and against any claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from: (a) the Client's use of the services; (b) any content or materials provided by the Client; (c) the Client's violation of these Terms; or (d) the Client's violation of any third-party rights.

12. Termination

Either party may terminate the agreement with thirty (30) days written notice. The Company may terminate immediately upon: (a) non-payment of fees; (b) material breach of these Terms by the Client; or (c) if continuation of services would violate applicable law. Upon termination, the Client shall pay for all services performed through the termination date, and each party shall return or destroy confidential information of the other party.

13. Force Majeure

Neither party shall be liable for any delay or failure to perform due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, government actions, labor disputes, or technical failures. The affected party shall promptly notify the other party and use reasonable efforts to mitigate the impact.

14. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of law principles. Any disputes arising out of or relating to these Terms or the services shall be resolved through binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Casper, Wyoming, and judgment upon the award may be entered in any court having jurisdiction.

15. Modifications and Amendments

The Company reserves the right to modify these Terms at any time by posting updated Terms on its website. Continued use of services after such modifications constitutes acceptance of the updated Terms. Any other modifications must be agreed to in writing and signed by both parties.

16. Severability

If any provision of these Terms is found to be unenforceable or invalid, such 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.

17. Entire Agreement

These Terms, together with any applicable SOW, constitute the entire agreement between the parties and supersede all prior or contemporaneous understandings, agreements, negotiations, representations, and warranties, whether written or oral, relating to the subject matter hereof.

18. Contact Information

For questions regarding these Terms or our services, please contact us at:

OTOCO BASE WY LLC - There's No Marketing - Series 112
159 N. Wolcott St. Suite 133
Casper, Wyoming 82601
United States
Email: hello@theresnomarketing.com

By engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.