Terms And Conditions

<h1>Terms and Conditions</h1>
<p><strong>25-7 Consulting LLC dba Distinct</strong><br>
<em>Effective Date: January 30, 2025</em></p>

<p>Welcome to 25-7 Consulting LLC, doing business as Distinct (“Company,” “we,” “us,” or “our”). These Terms and Conditions (“Terms”) govern your access to and use of our website located at becomedistinct.com (the “Site”) and all services, products, and content offered by Distinct (collectively, the “Services”).</p>

<p>By accessing our Site or using our Services, you (“Client,” “you,” or “your”) agree to be bound by these Terms. If you do not agree to these Terms, please do not use our Site or Services.</p>

<h2>1. Services Provided</h2>

<p>Distinct is a full-service marketing agency based in Greencastle, Indiana, serving small businesses throughout rural Indiana and beyond. Our Services may include, but are not limited to: website design, development, and maintenance; graphic design; media editing (video and audio); search engine optimization (SEO); social media management; digital marketing strategy; and related consulting services.</p>

<p>The specific scope of Services provided to you will be outlined in your service agreement, proposal, or subscription plan. We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time with reasonable notice to affected clients.</p>

<h2>2. Subscription Plans and Payment</h2>

<p><strong>Subscription Services:</strong> Certain Services are offered on a subscription basis. By subscribing to a plan, you agree to pay the recurring fees associated with your selected tier. Subscription fees are billed in advance on a monthly basis unless otherwise specified in your service agreement.</p>

<p><strong>Payment Terms:</strong> Payment is due upon receipt of invoice unless other arrangements have been made in writing. We accept payment via credit card, ACH transfer, or other methods specified at the time of enrollment. All fees are quoted in U.S. dollars.</p>

<p><strong>Late Payments:</strong> Invoices not paid within thirty (30) days of the due date may be subject to a late fee of 1.5% per month or the maximum rate permitted by law, whichever is less. We reserve the right to suspend Services for accounts with outstanding balances exceeding sixty (60) days past due.</p>

<p><strong>Price Changes:</strong> We reserve the right to change our pricing with thirty (30) days' notice. Existing subscription clients will be notified of any price changes before the next billing cycle.</p>

<h2>3. Client Responsibilities</h2>

<p>To enable us to provide the Services effectively, you agree to: (a) provide accurate, current, and complete information as requested; (b) provide timely feedback, approvals, and access to necessary accounts, credentials, or materials; (c) ensure that any content you provide for use in our Services does not infringe on any third-party rights or violate any applicable laws; (d) maintain the confidentiality of any account credentials we create on your behalf; and (e) communicate in a professional and respectful manner with our team.</p>

<p>Delays in providing required materials or feedback may result in project timeline extensions. We are not responsible for delays caused by your failure to provide necessary information or approvals in a timely manner.</p>

<h2>4. Intellectual Property Rights</h2>

<p><strong>Client Content:</strong> You retain all ownership rights in any content, materials, trademarks, or intellectual property you provide to us for use in the Services (“Client Content”). By providing Client Content, you grant us a non-exclusive, royalty-free license to use, reproduce, modify, and display such content solely for the purpose of providing the Services.</p>

<p><strong>Deliverables:</strong> Upon full payment of all applicable fees, you will own the final deliverables created specifically for you, including custom website designs, graphics, and written content. However, we retain ownership of: (a) any pre-existing materials, templates, or tools used in creating your deliverables; (b) general concepts, techniques, and know-how developed during the engagement; and (c) any materials created for portfolio or promotional purposes, unless otherwise agreed in writing.</p>

<p><strong>Third-Party Materials:</strong> Our Services may incorporate third-party materials such as stock images, fonts, plugins, or software. Your use of such materials is subject to their respective license terms. We will inform you of any additional licensing requirements that may apply.</p>

<p><strong>Portfolio Rights:</strong> We reserve the right to display and reference completed work in our portfolio, marketing materials, and case studies unless you request otherwise in writing at the start of our engagement.</p>

<h2>5. Confidentiality</h2>

<p>Both parties agree to maintain the confidentiality of any proprietary or sensitive information shared during the course of our engagement. This includes, but is not limited to, business strategies, customer data, financial information, and any materials marked as confidential. This obligation shall survive the termination of our relationship.</p>

<h2>6. Limitation of Liability</h2>

<p>TO THE MAXIMUM EXTENT PERMITTED BY LAW, 25-7 CONSULTING LLC DBA DISTINCT SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF OUR SERVICES OR THESE TERMS.</p>

<p>OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING UNDER THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO US DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.</p>

<p>We do not guarantee specific results from our marketing services, as outcomes depend on numerous factors outside our control, including market conditions, competition, and your own business operations. Any projections or estimates provided are for informational purposes only and do not constitute guarantees of performance.</p>

<h2>7. Indemnification</h2>

<p>You agree to indemnify, defend, and hold harmless 25-7 Consulting LLC dba Distinct, its owners, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your breach of these Terms; (b) your use of our Services; (c) any Client Content you provide; or (d) your violation of any third-party rights or applicable laws.</p>

<h2>8. Termination</h2>

<p><strong>Termination by Client:</strong> You may terminate your subscription or Services at any time by providing written notice to us. Termination will be effective at the end of your current billing period. No refunds will be provided for partial billing periods, except as required by law.</p>

<p><strong>Termination by Company:</strong> We may terminate or suspend your access to Services immediately, without prior notice, if: (a) you breach any provision of these Terms; (b) you fail to pay fees when due; (c) we are required to do so by law; or (d) we reasonably believe that continued provision of Services poses a risk to our business or other clients.</p>

<p><strong>Effect of Termination:</strong> Upon termination, your right to use our Services will immediately cease. We will provide you with any completed deliverables for which payment has been received. Any outstanding invoices become immediately due and payable. Sections regarding intellectual property, confidentiality, limitation of liability, and indemnification shall survive termination.</p>

<h2>9. SMS/Text Messaging Terms</h2>

<p><strong>Description of SMS Use Cases:</strong> By providing your phone number and opting in to receive text messages from Distinct, you consent to receive SMS communications related to: appointment reminders and scheduling confirmations; service updates and project status notifications; marketing promotions, special offers, and announcements (if you have opted in to marketing messages); and account-related alerts and important notices regarding your Services.</p>

<p><strong>Opt-Out Instructions:</strong> You may opt out of receiving text messages at any time by replying STOP to any message you receive from us. Upon receiving your opt-out request, we will send a confirmation message and remove you from our messaging list within a reasonable timeframe. You may also opt out by contacting us directly at vince@becomedistinct.com or by calling our support line. Opting out of SMS messages will not affect your ability to receive Services, though you may miss time-sensitive notifications.</p>

<p><strong>Message and Data Rates:</strong> Message and data rates may apply to any SMS messages sent or received. Message frequency varies based on your service activity and preferences. Your mobile carrier's standard messaging rates will apply. We are not responsible for any charges incurred from your mobile carrier.</p>

<p><strong>Carrier Liability Disclaimer:</strong> We are not liable for delayed or undelivered messages. Delivery of SMS messages is subject to effective transmission by your mobile carrier and is outside of our control. Carriers are not liable for delayed or undelivered messages. Neither Distinct nor your mobile carrier shall be liable for any delays in the receipt of any SMS messages, as delivery is subject to effective transmission from your network operator.</p>

<p><strong>Age Restriction:</strong> You must be at least eighteen (18) years of age to consent to receive SMS messages from Distinct. By opting in to our SMS communications, you represent and warrant that you are at least 18 years old.</p>

<p><strong>Privacy:</strong> Your phone number and messaging data will be handled in accordance with our Privacy Policy, available at becomedistinct.com/privacy. We do not sell or share your phone number with third parties for marketing purposes.</p>

<h2>10. Website Hosting and Third-Party Services</h2>

<p>If our Services include website hosting or management, you acknowledge that: (a) we utilize third-party hosting providers and are not responsible for outages or failures beyond our reasonable control; (b) you are responsible for maintaining adequate backups of your website content and data; and (c) transfer of hosting to another provider upon termination may require additional fees and coordination time.</p>

<h2>11. Disclaimer of Warranties</h2>

<p>OUR SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT OUR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.</p>

<h2>12. Governing Law and Dispute Resolution</h2>

<p>These Terms shall be governed by and construed in accordance with the laws of the State of Indiana, without regard to its conflict of law provisions. Any disputes arising out of or relating to these Terms or our Services shall be resolved through good-faith negotiation between the parties. If negotiation fails, disputes shall be submitted to binding arbitration in Putnam County, Indiana, in accordance with the rules of the American Arbitration Association.</p>

<h2>13. Changes to Terms</h2>

<p>We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on our Site and updating the “Effective Date” at the top of this document. Your continued use of our Services after any changes constitutes acceptance of the revised Terms. We encourage you to review these Terms periodically.</p>

<h2>14. Miscellaneous</h2>

<p><strong>Entire Agreement:</strong> These Terms, together with any service agreements or proposals, constitute the entire agreement between you and Distinct regarding the subject matter hereof and supersede all prior agreements and understandings.</p>

<p><strong>Severability:</strong> If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.</p>

<p><strong>Waiver:</strong> Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.</p>

<p><strong>Assignment:</strong> You may not assign or transfer these Terms without our prior written consent. We may assign our rights and obligations under these Terms without restriction.</p>

<p><strong>Force Majeure:</strong> We shall not be liable for any failure or delay in performing our obligations where such failure or delay results from circumstances beyond our reasonable control, including but not limited to natural disasters, acts of government, pandemic, or infrastructure failures.</p>

<h2>15. Contact Information</h2>

<p>If you have any questions about these Terms or our Services, please contact us at:</p>

<p><strong>25-7 Consulting LLC dba Distinct</strong><br>
Greencastle, Indiana<br>
Website: becomedistinct.com<br>
Email: vince@becomedistinct.com</p>

<p><em>Thank you for choosing Distinct.</em></p>

Terms and Conditions

Distinct

Effective Date: January 30, 2025

Welcome to 25-7 Consulting LLC, doing business as Distinct (“Company,” “we,” “us,” or “our”). These Terms and Conditions (“Terms”) govern your access to and use of our website located at becomedistinct.com (the “Site”) and all services, products, and content offered by Distinct (collectively, the “Services”).

By accessing our Site or using our Services, you (“Client,” “you,” or “your”) agree to be bound by these Terms. If you do not agree to these Terms, please do not use our Site or Services.

1. Services Provided

Distinct is a full-service marketing agency based in Greencastle, Indiana, serving small businesses throughout rural Indiana and beyond. Our Services may include, but are not limited to: website design, development, and maintenance; graphic design; media editing (video and audio); search engine optimization (SEO); social media management; digital marketing strategy; and related consulting services.

The specific scope of Services provided to you will be outlined in your service agreement, proposal, or subscription plan. We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time with reasonable notice to affected clients.

2. Subscription Plans and Payment

Subscription Services: Certain Services are offered on a subscription basis. By subscribing to a plan, you agree to pay the recurring fees associated with your selected tier. Subscription fees are billed in advance on a monthly basis unless otherwise specified in your service agreement.

Payment Terms: Payment is due upon receipt of invoice unless other arrangements have been made in writing. We accept payment via credit card, ACH transfer, or other methods specified at the time of enrollment. All fees are quoted in U.S. dollars.

Late Payments: Invoices not paid within thirty (30) days of the due date may be subject to a late fee of 1.5% per month or the maximum rate permitted by law, whichever is less. We reserve the right to suspend Services for accounts with outstanding balances exceeding sixty (60) days past due.

Price Changes: We reserve the right to change our pricing with thirty (30) days' notice. Existing subscription clients will be notified of any price changes before the next billing cycle.

3. Client Responsibilities

To enable us to provide the Services effectively, you agree to: (a) provide accurate, current, and complete information as requested; (b) provide timely feedback, approvals, and access to necessary accounts, credentials, or materials; (c) ensure that any content you provide for use in our Services does not infringe on any third-party rights or violate any applicable laws; (d) maintain the confidentiality of any account credentials we create on your behalf; and (e) communicate in a professional and respectful manner with our team.

Delays in providing required materials or feedback may result in project timeline extensions. We are not responsible for delays caused by your failure to provide necessary information or approvals in a timely manner.

4. Intellectual Property Rights

Client Content: You retain all ownership rights in any content, materials, trademarks, or intellectual property you provide to us for use in the Services (“Client Content”). By providing Client Content, you grant us a non-exclusive, royalty-free license to use, reproduce, modify, and display such content solely for the purpose of providing the Services.

Deliverables: Upon full payment of all applicable fees, you will own the final deliverables created specifically for you, including custom website designs, graphics, and written content. However, we retain ownership of: (a) any pre-existing materials, templates, or tools used in creating your deliverables; (b) general concepts, techniques, and know-how developed during the engagement; and (c) any materials created for portfolio or promotional purposes, unless otherwise agreed in writing.

Third-Party Materials: Our Services may incorporate third-party materials such as stock images, fonts, plugins, or software. Your use of such materials is subject to their respective license terms. We will inform you of any additional licensing requirements that may apply.

Portfolio Rights: We reserve the right to display and reference completed work in our portfolio, marketing materials, and case studies unless you request otherwise in writing at the start of our engagement.

5. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or sensitive information shared during the course of our engagement. This includes, but is not limited to, business strategies, customer data, financial information, and any materials marked as confidential. This obligation shall survive the termination of our relationship.

6. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, 25-7 CONSULTING LLC DBA DISTINCT SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF OUR SERVICES OR THESE TERMS.

OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING UNDER THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO US DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

We do not guarantee specific results from our marketing services, as outcomes depend on numerous factors outside our control, including market conditions, competition, and your own business operations. Any projections or estimates provided are for informational purposes only and do not constitute guarantees of performance.

7. Indemnification

You agree to indemnify, defend, and hold harmless 25-7 Consulting LLC dba Distinct, its owners, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your breach of these Terms; (b) your use of our Services; (c) any Client Content you provide; or (d) your violation of any third-party rights or applicable laws.

8. Termination

Termination by Client: You may terminate your subscription or Services at any time by providing written notice to us. Termination will be effective at the end of your current billing period. No refunds will be provided for partial billing periods, except as required by law.

Termination by Company: We may terminate or suspend your access to Services immediately, without prior notice, if: (a) you breach any provision of these Terms; (b) you fail to pay fees when due; (c) we are required to do so by law; or (d) we reasonably believe that continued provision of Services poses a risk to our business or other clients.

Effect of Termination: Upon termination, your right to use our Services will immediately cease. We will provide you with any completed deliverables for which payment has been received. Any outstanding invoices become immediately due and payable. Sections regarding intellectual property, confidentiality, limitation of liability, and indemnification shall survive termination.

9. Website Hosting and Third-Party Services

If our Services include website hosting or management, you acknowledge that: (a) we utilize third-party hosting providers and are not responsible for outages or failures beyond our reasonable control; (b) you are responsible for maintaining adequate backups of your website content and data; and (c) transfer of hosting to another provider upon termination may require additional fees and coordination time.

10. Disclaimer of Warranties

OUR SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT OUR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

11. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Indiana, without regard to its conflict of law provisions. Any disputes arising out of or relating to these Terms or our Services shall be resolved through good-faith negotiation between the parties. If negotiation fails, disputes shall be submitted to binding arbitration in Putnam County, Indiana, in accordance with the rules of the American Arbitration Association.

12. Changes to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on our Site and updating the “Effective Date” at the top of this document. Your continued use of our Services after any changes constitutes acceptance of the revised Terms. We encourage you to review these Terms periodically.

13. Miscellaneous

Entire Agreement: These Terms, together with any service agreements or proposals, constitute the entire agreement between you and Distinct Digital Services regarding the subject matter hereof and supersede all prior agreements and understandings.

Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.

Waiver: Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

Assignment: You may not assign or transfer these Terms without our prior written consent. We may assign our rights and obligations under these Terms without restriction.

Force Majeure: We shall not be liable for any failure or delay in performing our obligations where such failure or delay results from circumstances beyond our reasonable control, including but not limited to natural disasters, acts of government, pandemic, or infrastructure failures.