Terms & Conditions

1. Eligibility

By using the Site, you confirm that you are at least 18 years of age and have the legal capacity to enter into a binding agreement. If you are accessing the Site or engaging services on behalf of a company or organization, you represent that you have the authority to bind that entity to these Terms, and references to "you" include both you and that entity.

2. Services Description

NAUDIGI provides digital marketing services including search engine optimization (SEO), pay-per-click (PPC) advertising management, content strategy, website auditing, analytics and performance reporting, and related consulting services. Any actual engagement for services requires a separate written agreement or accepted proposal. Nothing on this Site constitutes an offer to provide services. NAUDIGI reserves the right to decline any prospective engagement at its sole discretion.

3. No Guarantee of Results

NAUDIGI applies data-driven, best-practice strategies to help clients achieve their marketing goals. However, we do not guarantee specific outcomes including search engine rankings, website traffic levels, lead volumes, conversion rates, or revenue figures. Digital marketing performance is subject to factors outside our control, including search engine algorithm changes, market conditions, competitor activity, platform policy updates, ad auction dynamics, and the quality of a client's own product or service.

Search engines including Google, Bing, and others operate independently and may change their algorithms, guidelines, or ranking factors at any time without notice. NAUDIGI has no control over search engine policies and is not liable for ranking fluctuations or penalties resulting from algorithm updates.

Case studies, performance figures, and client testimonials referenced on the Site reflect specific past results and do not constitute a guarantee of future performance for any other business.

4. Prohibited Use

When using the Site, you agree not to:

• Violate any applicable federal, state, local, or international law or regulation
• Attempt to gain unauthorized access to any portion of the Site, its servers, or any systems connected to the Site
• Use automated tools, bots, scrapers, or crawlers to extract content from the Site without our prior written permission (standard search engine indexing is permitted)
• Introduce viruses, malware, ransomware, or any other harmful code or material
• Transmit unsolicited commercial communications or spam
• Reproduce, distribute, modify, or create derivative works from any Site content without prior written permission
• Impersonate NAUDIGI, its employees, or any other person or entity
• Interfere with or disrupt the integrity or performance of the Site or its underlying infrastructure
• Engage in any conduct that restricts or inhibits any other user's use or enjoyment of the Site

NAUDIGI reserves the right to monitor Site usage for security and compliance purposes and to terminate access without notice for violations of these Terms.

5. SMS / Text Message Consent

By submitting your phone number through any form on the Site, you expressly consent to receive SMS and text messages from NAUDIGI regarding your inquiry, proposals, service updates, appointment reminders, and marketing communications. Message frequency varies. Message and data rates may apply.

Consent to receive SMS messages is not a condition of purchasing any service. You may opt out at any time by replying STOP to any message. Reply HELP for assistance. We do not sell or share SMS consent or your phone number with third parties for their own marketing purposes.

By providing your phone number, you represent that you are the account holder or have the account holder's permission, and that you are located in the United States. NAUDIGI's SMS practices are intended to comply with the Telephone Consumer Protection Act (TCPA) and applicable FCC regulations.

6. User Submissions & Testimonials

If you submit information, feedback, testimonials, reviews, or other content to NAUDIGI through the Site or any communication channel, you grant NAUDIGI a non-exclusive, royalty-free, worldwide, perpetual license to use, reproduce, publish, and display that content in connection with operating and promoting our services, including on the Site and in marketing materials. You represent that you own or have the right to submit such content and that it does not violate any third-party rights. Personal data submitted is handled in accordance with our Privacy Policy.

7. Intellectual Property

Site Content

All content on the Site — including text, graphics, logos, images, methodologies, tools, and software — is the property of NAUDIGI LLC and is protected by applicable U.S. and international copyright, trademark, and intellectual property laws. You may access and view Site content for personal, non-commercial purposes only. Any other use requires prior written permission from NAUDIGI.

Client-Owned Materials

All content, trademarks, logos, and materials you provide to NAUDIGI remain your property. You grant NAUDIGI a limited, non-exclusive license to use such materials solely for the purpose of delivering the agreed services. You represent and warrant that you own or have the legal right to provide all such materials and that their use by NAUDIGI will not infringe any third-party rights.

NAUDIGI-Created Deliverables

Upon receipt of full payment, NAUDIGI assigns to the client all rights, title, and interest in original creative deliverables specifically produced for that client under the applicable SOW, including written content, ad creative, and reports. This assignment does not extend to NAUDIGI's proprietary methodologies, templates, frameworks, processes, tools, or any pre-existing intellectual property incorporated into the deliverables, which remain the sole property of NAUDIGI.

Linking to the Site

You may link to the NAUDIGI homepage provided the link does not imply any false affiliation with or endorsement by NAUDIGI, does not cause confusion, and does not violate applicable law. Linking to any other page of the Site requires prior written permission. We reserve the right to withdraw linking permission at any time.

8. Client Responsibilities

Clients engaging NAUDIGI for services agree to provide accurate, complete, and timely information, materials, and access credentials necessary for NAUDIGI to perform the agreed services; designate an authorized point of contact empowered to make decisions and approve deliverables; review and respond to drafts, requests, and deliverables within timeframes established in the SOW; ensure that all materials provided to NAUDIGI are owned or licensed by the client; and comply with the terms of service of any third-party platforms accessed or managed by NAUDIGI on the client's behalf, including Google, Meta, LinkedIn, and others.

Delays caused by a client's failure to provide required information, approvals, or platform access may affect project timelines and deliverable dates. NAUDIGI is not responsible for missed milestones or performance impacts attributable to client delays.

9. Payment Terms

Specific payment terms are established in each client's proposal or SOW. Unless otherwise agreed in writing:

• Monthly retainer fees are due on the 1st of each month and are non-refundable once the billing period has commenced
• Project-based engagements require a deposit of up to 50% prior to commencement of work, with the balance due upon delivery or at milestones defined in the SOW
• Invoices not paid within 15 days of the due date will accrue a late fee of 1.5% per month (18% per annum) on the outstanding balance, plus a 10% penalty if unpaid within 30 days
• NAUDIGI reserves the right to pause or suspend services on accounts with overdue balances until payment is received
• All fees are quoted in U.S. dollars and are exclusive of applicable taxes unless stated otherwise

Advertising spend managed on behalf of clients (e.g., Google Ads budgets, Meta Ads spend) is separate from NAUDIGI's service fees and is billed directly to the client's own ad accounts unless a managed billing arrangement is explicitly agreed upon in writing. NAUDIGI is not responsible for ad spend charges incurred on client-owned accounts.

10. Cancellation Policy

Either party may terminate a service engagement by providing written notice as specified in the applicable SOW or client agreement. The standard notice period for ongoing monthly retainers is 30 days written notice delivered to privacy@naudigi.com. Some service agreements may require up to 60 days notice as specified in the applicable SOW.

If a client cancels without providing the required written notice period, NAUDIGI reserves the right to charge a cancellation fee equal to one (1) month's retainer fee for the applicable service. This fee covers work in progress, reserved capacity, and third-party commitments made on the client's behalf.

All fees paid prior to the cancellation date are non-refundable. Upon cancellation, all outstanding invoices for work completed through the termination date become immediately due and payable. If a client received a bundled or discounted rate contingent on a minimum service term, early cancellation may void that discount and the standard rate may apply retroactively for services rendered.

11. Confidentiality

Both parties agree to keep confidential any non-public, proprietary, or sensitive information disclosed in connection with a client engagement ("Confidential Information"), including business strategies, pricing, client data, platform credentials, and proprietary processes. Confidential Information shall not be disclosed to third parties without prior written consent, except as required by law or court order. This obligation survives the termination of any service agreement for a period of two (2) years.

NAUDIGI's service methodologies, processes, keyword strategies, campaign structures, and proprietary tools constitute trade secrets and Confidential Information of NAUDIGI, even where disclosed to clients in the course of service delivery.

12. Non-Solicitation

During the term of any service engagement and for a period of two (2) years following its termination or expiration for any reason, the client agrees not to directly solicit, recruit, induce, or hire — as an employee, independent contractor, consultant, advisor, or in any other capacity — any NAUDIGI employee, contractor, or subcontractor who was personally and materially involved in providing services to that client under a NAUDIGI engagement.

This restriction applies only to targeted, direct solicitation of a specific individual. It does not apply to: (a) general, publicly available job postings not directed at any specific NAUDIGI personnel; or (b) any individual who approaches the client entirely on their own initiative without any prior direct or indirect solicitation by the client or its representatives.

This restriction does not apply to individuals who had already left NAUDIGI's employ for a period of at least six (6) months prior to any contact.

The parties agree that a breach of this clause would cause NAUDIGI significant harm that is difficult to quantify. Accordingly, a violation entitles NAUDIGI to liquidated damages equal to six (6) months of the hired individual's most recent annualized compensation from NAUDIGI, divided by two (i.e., three months' equivalent pay). The parties agree this amount represents a reasonable, good-faith pre-estimate of actual harm and is not intended to be a penalty. NAUDIGI also reserves the right to seek injunctive relief to prevent a breach or continued breach of this clause without the requirement of posting bond or proving actual damages.

13. Independent Contractor Status

NAUDIGI LLC operates as an independent contractor in all engagements. Nothing in these Terms, any proposal, SOW, or client agreement shall be construed to create an employment, partnership, joint venture, or agency relationship between NAUDIGI and the client. The parties expressly intend that NAUDIGI is and shall remain an independent contractor at all times.

Control of methods. The client retains the right to specify desired outcomes and deliverables, but NAUDIGI retains full control over the means, methods, processes, tools, and timing by which those outcomes are achieved. NAUDIGI's personnel are not subject to the client's supervision, direction, or control over how work is performed.

Financial independence. NAUDIGI provides its own equipment, software, and tools necessary to perform services. NAUDIGI is free to perform services for other clients simultaneously, including businesses in similar industries, unless an explicit written exclusivity agreement has been executed. No exclusivity is implied by any engagement.

Tax and benefits responsibility. NAUDIGI is solely responsible for all federal, state, and local taxes arising from compensation received under any client engagement, including self-employment tax. NAUDIGI is not entitled to and shall not receive any employee benefits from the client, including but not limited to health insurance, retirement benefits, workers' compensation coverage, or paid leave. The client shall not withhold income taxes, Social Security, or Medicare from any payments made to NAUDIGI.

No authority to bind. NAUDIGI has no authority to enter into contracts, make representations, or incur obligations on behalf of the client unless expressly authorized in writing for a specific purpose. Nothing in any engagement authorizes NAUDIGI to act as the client's legal agent.

NAUDIGI retains the right to use employees, subcontractors, or other personnel to fulfill any portion of the agreed services. NAUDIGI remains solely responsible for the quality, delivery, and legal compliance of all work performed by any such personnel, including compliance with applicable labor and tax laws governing those workers.

14. Free Tools & Forward-Looking Statements

Any free tools, calculators, templates, or resources made available on the Site are provided "as is" for informational purposes only, without warranty of accuracy, completeness, or fitness for a particular purpose. Users assume full responsibility for how they use and rely on such tools. NAUDIGI recommends independently verifying any output before making business decisions.

References to upcoming features, services, or capabilities on the Site are provided for informational purposes only and do not constitute commitments to launch, release, or deliver any specific feature or service by any particular date.

15. Third-Party Links & Services

The Site may contain links to third-party websites or reference third-party platforms. These links are provided for informational convenience only. NAUDIGI has no control over and assumes no responsibility for the content, terms, or privacy practices of any third-party site. The inclusion of any link does not imply NAUDIGI's endorsement of that site or its operators.

16. Disclaimer of Warranties

THE SITE AND ALL ITS CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR UNINTERRUPTED OR ERROR-FREE OPERATION. NAUDIGI DOES NOT WARRANT THAT THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY INFORMATION ON THE SITE IS ACCURATE, COMPLETE, OR CURRENT.

17. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NAUDIGI LLC, ITS MEMBERS, OFFICERS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE OR OUR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

For website visitors and users who do not have a signed service agreement with NAUDIGI, total aggregate liability for any and all claims arising from Site use shall not exceed $100.00.

For clients under a signed service agreement, total liability for all claims arising out of or relating to that agreement shall not exceed the total fees paid by the client to NAUDIGI in the three (3) months preceding the claim, as further specified in the applicable agreement.

18. Indemnification

You agree to indemnify, defend, and hold harmless NAUDIGI LLC and its members, officers, employees, contractors, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses — including reasonable attorneys' fees and court costs — arising out of or relating to: (a) your use of the Site or our services; (b) your violation of these Terms; (c) any content, materials, or information you provide to NAUDIGI; (d) your violation of any third-party rights, including intellectual property or privacy rights; or (e) any false or misleading representations you have made.

19. Termination

NAUDIGI may suspend or terminate your access to the Site at any time, without notice, for conduct that violates these Terms or is otherwise harmful to NAUDIGI, other users, or third parties. Upon termination of a service engagement, all outstanding balances become immediately due. Sections 7, 11, 12, 16, 17, 18, and 20 of these Terms survive termination.

20. Governing Law & Dispute Resolution

These Terms and any disputes arising out of or related to them or our services shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law provisions.

Before initiating formal legal proceedings, both parties agree to attempt to resolve any dispute through good-faith written negotiation for a period of 30 days following written notice of the dispute. If the matter is not resolved, disputes shall be submitted to binding arbitration in Travis County, Texas, administered in accordance with the rules of the American Arbitration Association (AAA). Both parties waive any right to a jury trial or participation in a class action lawsuit with respect to any dispute arising under these Terms.

The prevailing party in any legal action or arbitration arising from these Terms shall be entitled to recover reasonable attorneys' fees and court or arbitration costs from the non-prevailing party.

Notwithstanding the above, NAUDIGI reserves the right to seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property, trade secrets, or confidential information without the requirement of posting bond.

21. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable under applicable law, that provision shall be modified to the minimum extent necessary to make it enforceable. The remaining provisions shall continue in full force and effect.

22. Entire Agreement

These Terms, together with our Privacy Policy and any executed client agreement or SOW, constitute the entire agreement between you and NAUDIGI with respect to the subject matter herein. In the event of a conflict between these Terms and a signed client agreement, the signed client agreement controls. These Terms supersede all prior or contemporaneous communications, representations, or agreements, whether oral or written.

23. Changes to These Terms

NAUDIGI reserves the right to update or modify these Terms at any time. When we make material changes, we will update the "Last Updated" date at the top of this page. For clients under active service agreements, material changes to Terms that affect the service relationship will be communicated by email with reasonable advance notice. Your continued use of the Site after any update constitutes your acceptance of the revised Terms.

24. Contact Us

For questions about these Terms, please contact us at:

• NAUDIGI LLC
• 5900 Balcones Drive, STE 100
• Austin, TX 78731, United States
• Phone: (888) 216-0395
• Email: privacy@naudigi.com
• Website: naudigi.com