Terms of Service
Last Modified: Oct 9, 2026
THESE TERMS OF SERVICE (these “Terms of Service”) are entered into by and between Array Digital, LLC, a Virginia limited liability company, located at 660 Independence Parkway, Suite 310, Chesapeake, Virginia 23320 (the “Company” or “Array Digital”) and the Client (the “Client” or “you”) (Company and Client each a “Party” and collectively the “Parties”), as defined in and as set forth in an applicable Digital Marketing Agreement (the “Digital Marketing Agreement”), dated and effective as of the date the signature page attached to such Digital Marketing Agreement is executed by Client (the “Effective Date”).
These Terms of Service, together with any documents and agreements they expressly incorporate by reference, including, without limitation, the Client’s applicable Digital Marketing Agreement (collectively, the “Agreement”), govern your access to and use of arraydigital.com (the “Website”), website hosting services, software purchases, and all related databases, digital marketing software applications, online platforms, and any other services set forth in the applicable Digital Marketing Agreement (collectively defined herein as the “Services” or “Array Digital Services”). The Website is a copyrighted work belonging to Array Digital. The Digital Marketing Agreement, payment schedules, and any other services agreements by and between Array Digital and you, as the Client, are incorporated herein by reference, and constitute part of the Agreement by the Parties.
RECITALS
WHEREAS, Company is in the business of digital marketing (the “Company Business”); and
WHEREAS, Client desires to engage Company to provide the Services, on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
AGREEMENT
1. Services.
1.1 Scope of Services. Company agrees to perform the Services for Client as defined and described in the Digital Marketing Agreement, as may be amended or revised from time to time in accordance with the terms of this Agreement. Any subsequently executed Digital Marketing Agreement shall either (a) supersede and replace any prior Digital Marketing Agreement in its entirety, or (b) supplement the existing Services, as expressly stated within such Digital Marketing Agreement. If no such designation is made, the new Digital Marketing Agreement shall be deemed to supersede and replace all prior Digital Marketing Agreements.
Notwithstanding the foregoing, Services may also be expanded through Add-On Services in accordance with Section 1.2 “Service Add-Ons and Digital Authorization” below, and such additions shall not require execution of a new Digital Marketing Agreement.
1.2 Service Add-Ons and Digital Authorization. Client may request additional services, features, or scope expansions (“Add-On Services”) at any time during the Term. Client agrees that Add-On Services may be initiated through written or digital approval, including but not limited to email confirmation, client portal actions, or button-based selections on Array Digital’s website or systems. Client expressly authorizes Company to begin work on any Add-On Services upon such approval without requiring a new Digital Marketing Agreement. Client further agrees that any digital action indicating approval, including clicking a button or selecting an option to add services, constitutes a binding authorization to: (a) Add the selected services to Client’s account; (b) Incur all associated fees and charges; and (c) incorporate such services into the Agreement as part of the Services governed by these Terms of Service. All Add-On Services will be billed in accordance with the pricing presented at the time of approval and pursuant to the billing terms set forth in Section 4 of this Agreement.
2. Nature of Relationship. Both the Company and Client agree that the relationship created by this Agreement is that of an independent contractor and not that of an employee and employer, and nothing contained herein shall be construed as the creation of a partnership or joint venture between the Parties. The Parties are each individually responsible for payment of any taxes, including, without limitation, all Federal, State, and local personal and business income taxes, sales and use taxes, other business taxes, and license fees arising out of the Parties’ performance of the terms and conditions of this Agreement.
3. Disclaimer. THE MATERIALS PRODUCED IN PERFORMANCE OF THE SERVICES UNDER THE TERMS OF THIS AGREEMENT ARE PROVIDED TO CLIENT “AS IS,” THAT IS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED. IF THE SOFTWARE OR SERVICES PROVE DEFECTIVE, CLIENT SOLELY ASSUMES THE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION, INCLUDING, WITHOUT LIMITATION, ANY “DEBUGGING.” COMPANY HEREBY DISCLAIMS AND MAKES NO WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, (A) WARRANTIES RELATED TO INFORMATION OR BUSINESS ADVICE PROVIDED; (B) WARRANTIES OF WORKMANLIKE SERVICES; (C) WARRANTIES RELATED TO OUTCOMES BASED ON INFORMATION OR ADVICE PROVIDED; (D) WARRANTIES RELATED TO WORK PRODUCT, DELIVERABLES, OR INTELLECTUAL PROPERTY; (E) WARRANTIES OF MERCHANTABILITY OR MERCANTILE QUALITY; (F) WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR USE; (G) WARRANTIES OR CONDITIONS ARISING BY STATUTE OR OTHERWISE IN LAW, OR (H) WARRANTIES OF ANY PRODUCTS OR SERVICES PROVIDED BY THIRD PARTY VENDORS.
THE PARTIES AGREE THAT COMPANY’S LIABILITY FOR DAMAGES FROM ANY CAUSE OF ACTION WHATSOEVER, REGARDLESS OF THE FORM OF ACTION, WILL NOT EXCEED A REFUND OF THE FEE PAID BY CLIENT FOR THEIR MOST RECENT TERM (MINIMUM COMMITMENT OR RENEWAL TERM) PURSUANT TO THE APPLICABLE DIGITAL MARKETING AGREEMENT UNDER THIS AGREEMENT. IN NO EVENT WILL COMPANY BE LIABLE FOR LOST PROFITS OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES OF ANY NATURE WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING FROM LOSS OF USE OF ANY SOFTWARE OR HARDWARE, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, LOST DATA, LOST PROFITS OR REVENUE, ANY DAMAGES FOR BREACH OF CONTRACT, NEGLIGENCE, OR OTHERWISE, OR FOR ANY CLAIM OR DEMAND BY ANY PERSON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PERFORMANCE OR BREACH THEREOF, EVEN IF ADVISED OF THIS POSSIBILITY. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
4. Fees; Invoices; Payment.
4.1 Fees. Client shall pay and deliver to Company the amounts identified, defined, and set forth in the Digital Marketing Agreement (the “Fee”). The Fee shall include the full sum total for then-current Minimum Commitment or Renewal Term period and any additional project amounts as agreed upon by the Parties in the Digital Marketing Agreement. The exception for a permitted early termination under Section 6.4(a) applies to the unpaid portion of that Fee. The Fee shall be paid and delivered in monthly installments (“Compensation”). Compensation consists of payments toward the Fee owed for the entire then-current Minimum Commitment or Renewal Term; those payments do not create a month-to-month agreement or limit Client’s obligation to pay the Fee for that Term, except as expressly provided in Section 6.4(a). Termination of this Agreement or Digital Marketing Agreement does not, by itself, accelerate unpaid installments of the Fee. Any acceleration of the unpaid Fee due to Client’s breach is governed exclusively by section 6.3. The Company shall have the right to amend the Fee, in the Company’s sole discretion, according to section 9.2.
4.2 Invoices; Payment.Company will invoice Client on a prorated basis for the period beginning on the Start Date and ending on the last day of that calendar month. Thereafter, Company will invoice Client on the first day of each month for the Compensation owed by Client under Section 4.1 (“Invoice”). On the day of each Invoice, Client authorizes Company to automatically charge and collect the Compensation amount set forth therein using an approved payment method maintained on file by Client. Approved payment methods include automatic clearing house (“ACH”) and credit card/debit card. If Client elects to pay by credit card or debit card, Client shall be responsible for all applicable payment processing fees. Client agrees to maintain a valid automatic payment method on file with the Company throughout the Term of this Agreement. All fees and pricing are quoted as US Dollars. In the event Client fails to pay and deliver the Compensation to Company for any Invoice within fourteen (14) calendar days from the Invoice date, Client shall be charged and hereby agrees to pay an initial late fee of $95.00, and an additional late fee of $95.00 every thirty (30) calendar days thereafter until the outstanding balance for such Invoice is paid in full (collectively, the “Late Fee”). Client authorizes Company to invoice and collect payment for any Add-On Services approved in accordance with this Agreement without requiring execution of a new Digital Marketing Agreement. Such approval constitutes full authorization for billing.
4.3 No Chargebacks. Except for a refund due when Company terminates this Agreement under Section 6.4(a), Client agrees and understands that the Compensation paid to Company, regardless of method of payment, is irrevocable, undisputable, and may not be charged back, contested, or challenged now or in the future. Doing so is a material breach of these Terms of Service and the Agreement. For any chargeback instituted by Client, Company shall be entitled to attorneys’ fees, costs and fees associated with addressing a chargeback, in addition to the amount challenged. If Client breaches this Section 4.3, Client authorizes Company to add to the next Invoice the amounts equal to the attorneys’ fees, costs and fees associated with addressing a chargeback, in addition to the amount challenged and the cost of the chargeback. The remedy for Company relating to a breach of this Section 4.3 shall be in addition to, and not limited by, any other remedy available to Company.
5. Intellectual Property.
5.1 Definitions. For purposes of this Agreement, and, without limitation, this Section 5, the Parties hereby agree and consent to the following definitions:
“Background IP” means all Intellectual Property owned or licensed by a Party (a) before the Effective Date; or (b) independent of and exclusive from the Services and this Agreement.
“Developed IP” means any Intellectual Property (other than Background IP) created, resulting from, or discovered by Company or Client in connection with Services performed for the Client.
“Intellectual Property” or “IP” means anything protectable by an Intellectual Property Right.
“Intellectual Property Right” means all patent rights, copyrights, trademark rights, rights in trade secret (if any), design rights, database rights, domain name rights, moral rights, and any other intellectual property rights (whether registered or unregistered) throughout the world.
5.2 Intellectual Property. Subject to the foregoing provisions of this Section 5, and independent of the U.S. Copyright Act, upon Client delivering full payment pursuant to Section 4 to Company, the Parties agree and acknowledge that the entire right, title, and interest in and to any Developed IP created by the Parties’ performance of this Agreement as of such time, including, without limitation, the software, documentation, application, source code, object code, other work product, and all modifications to the foregoing, and all portions thereof (the “Work Product”), together with all proprietary rights relating thereto, but excluding the Background IP of the Company, are the exclusive property of Client. Further, the Parties acknowledge and agree that all right, title, and interest in and to the Background IP of each Party remain with such Party, subject only to the limited license set forth in Section 5.3 below, if applicable. If requested by a Party, the other Party shall timely perform all acts reasonably necessary or desirable by such requesting Party to accomplish the assignments and other transactions specified in this Section 5.2.
5.3 Background IP. If Company’s Background IP is incorporated in, or is necessary to use, any Work Product or deliverable resulting from this Agreement: (a) Company shall describe its Background IP in the applicable Digital Marketing Agreement; and (b) upon Client delivering full payment pursuant to Section 4 to Company, Company hereby grants to Client and its affiliates a perpetual, irrevocable, non-exclusive, royalty-free, fully-paid, worldwide license (with the unrestricted right to sublicense) to do the following: (i) reproduce, prepare derivative works of, distribute, publicly perform, publicly display, and otherwise use such Background IP only in connection with the Work Product, deliverables resulting from this Agreement, and Developed IP; and (ii) make, use, sell, offer for sale, import, export any component of, and otherwise dispose of such Background IP only in connection with the Work Product, deliverables resulting from this Agreement, and Developed IP. Further, Client grants to Company a perpetual, irrevocable, non-exclusive, royalty-free, fully-paid, worldwide license to Client’s Background IP, during the Term of this Agreement, for the Company to perform the Services hereunder.
5.4 Copyright of Provided Work Product. Client assumes full responsibility for compliance with copyright laws for all work product provided by Client to Company and assumes full liability for any potential copyright infringement resulting from the work product.
6. Term and Termination.
6.1. Term; Termination Notice. Company may cancel this Agreement at any time by providing written notice in accordance with Section 9.1. Company’s cancellation is effective when the notice is received, unless Company specifies a later date. Client may terminate this Agreement by providing written notice in accordance with Section 9.1. Except when Client terminates in response to a change under Section 9.2, Client’s termination will be effective on the last day of the then-current Minimum Commitment or Renewal Term. No advance notice is required, and the Agreement will not renew after that date. The Parties shall continue performing their obligations, including Client’s payment of Compensation and Company’s performance of the Services, through the effective termination date.
6.2. Breach by Client.
(a) If at any time during the Term, Client fails to make a Compensation or Late Fee payment as specified in this Agreement, Company may notify Client of such failure and if Client fails to make such outstanding Compensation or Late Fee payments in full within five (5) business days from such due date, Company may, but is not obligated to, immediately terminate this Agreement or all or any portion of any Digital Marketing Agreement by delivering written notice of termination to the Client.
(b) If at any time during the Term, (i) Client takes any action, or fails to take any action after written request by Company, that results in Company’s inability to access any accounts, information, data, software, or website that Company deems necessary, in Company’s sole discretion, for Company to perform the Services, or (ii) Client fails to respond to requests by Company for access to any accounts, information, data, software, or website that Company deems necessary, in Company’s sole discretion, to perform the Services, Company may, but is not obligated to, immediately terminate this Agreement or all or any portion of any Digital Marketing Agreement by delivering written notice of termination to Client.
6.3. Acceleration. In the event of a breach of this Agreement by Client, including, without limitation, Client’s termination of this Agreement or an applicable Digital Marketing Agreement other than in strict accordance with Section 6.1 above or Client’s breach of this Agreement pursuant to Section 6.2 above, Client shall pay Company the unpaid balance of the Fee for the then-current Term (the “Accelerated Fee”). The Accelerated Fee equals the total Fee for that Term, less all payments Company has received and retained toward that Fee, and includes installments already due as well as installments that would otherwise become due later. No portion of the Fee shall be collected twice. Client shall also pay any Late Fees or other amounts owed that are not included in the Fee. Client’s cancellation in accordance with Section 6.1 or Section 9.2 does not constitute a breach and does not trigger an Accelerated Fee.
6.4. Effect of Termination. Upon termination of this Agreement for any or no reason:
(a) Client shall immediately pay to Company all amounts of Compensation and Late Fees owed to Company pursuant to Section 4 as calculated or incurred prior to the termination date. If Company cancels this Agreement for a reason other than Client’s breach, or Client terminates under Section 9.2, Client owes only amounts attributable to Services provided through the effective termination date and any project fees already earned. The portion of the Fee attributable to Services after that date is waived, and no further installments for that portion are due. If Company terminates this Agreement, Company shall refund any prepaid Compensation attributable to Services that will not be provided after the effective termination date. If Client terminates under Section 9.2, Compensation collected before the effective termination date is nonrefundable.
(b) Client shall pay the Accelerated Fee, if applicable under Section 6.3, with any payment toward the Fee made under subsection (a) credited against that balance.
(c) Subject to Client’s payments of such Compensation and Accelerated Fee, as applicable, each Party shall immediately cease all use of and shall return to the other Party within five (5) business days all Confidential Information (as defined below) and materials of such other Party and all copies, portions, and abstracts thereof, that are in its possession or under its control, other than Client’s return of any materials for which Client has paid. Upon Company’s receipt of full payment for the same in accordance with all the terms and conditions of this Agreement, including Compensation and Accelerated Fees, if applicable, Company shall deliver to Client such portion of the Services that are complete as of the termination date. For a termination by Company other than for Client’s breach, or a termination by Client under Section 9.2, “full payment” for purposes of Sections 5.2, 5.3, and this Section 6.4(c) means payment of all amounts owed through the effective termination date under Section 6.4(a). Client is not required to pay the waived balance of the original Term to receive completed Work Product and the related rights provided in Sections 5.2 and 5.3.
(d) Sections 2, 3, 4, 5, 6, 7, 8, and 9 shall survive the expiration or termination of this Agreement for any or no reason.
7. Confidentiality. In connection with this Agreement, a Party may disclose, or the other Party may learn of or have access to, certain confidential proprietary information owned by such disclosing Party or its affiliates, business partners, or clients (“Confidential Information”). Confidential Information includes, but is not limited to, any data or information, oral or written, that relates to a Party or any of Party’s existing or contemplated business activities, business and marketing strategies, technology, developments, software, software designs, methods, trade secrets, and clients. Each Party may use the Confidential Information of the other Party only for the purposes of this Agreement and shall protect such Confidential Information from disclosure to others, using the same degree of care used to protect its own proprietary information of like importance, but in any case using no less than a reasonable degree of care. Confidential Information also includes the terms of this Agreement and the Services.
8. Indemnification. Each Party agrees to indemnify, defend, and hold harmless the other Party and its officers, managers, members, agents, representatives, employees, and contractors against any claims, liabilities, damages, judgments, losses, costs or fees (including reasonable attorneys’ fees) arising from or relating to any allegation that any Background IP or content provided by one Party to the other for use in connection with the Services contemplated herein, infringes on the intellectual property rights of a third-party, or violates any applicable statute, law, or regulation.
9. Miscellaneous.
9.1. Notice. Any notice or other communication under this Agreement must be in writing and sent by email. Company shall send notice to Client’s email address on file, and Client shall send notice to the Company email address of Client’s assigned account manager. Notice will be effective when received, provided the sender does not receive a delivery-failure notification. Approvals for Add-On Services provided by Client via email, client portal, or platform-based actions will be effective upon transmission.
9.2 Amendment. Company may revise and update these Terms of Service or the Fee from time to time in its sole discretion. The Company will provide Client with written notice by email of any change to these Terms of Service or the Fee at least thirty (30) calendar days before the change becomes effective. All revisions, updates, or changes will become effective on the date specified in Company’s email notice (the “Update Effective Date”) and apply to all access to and use of the Services thereafter, without requiring Client to sign a replacement Digital Marketing Agreement. If Client objects to a change to the Terms of Service or Fee, Client may terminate this Agreement by written notice received by Company before the Update Effective Date, effective when Company receives that notice. If Client has not provided notice of termination before the Update Effective Date, the revised Terms of Service or Fee will apply from that date forward, and any later cancellation will be governed by Section 6.1. If Client terminates in response to a change by giving notice before the Update Effective Date, Client will owe only amounts accrued through the effective termination date, and that termination will not constitute a breach or trigger an Accelerated Fee under Section 6.3. However, any changes to the dispute resolution provisions set forth in Governing Law and Venue below will not apply to any disputes for which the Parties have actual notice on or prior to the Update Effective Date. Your continued use of the Services on or after the Update Effective Date means and shall constitute your acceptance and agreement to the revision(s), update(s), or change(s).
9.3. Binding; Entire Agreement. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and to their respective heirs, legal representatives, successors, and assigns. This Agreement and its exhibits and incorporated references stated herein sets forth the entire agreement and understanding between the Parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements, and understandings of any and every nature between them.
9.4. Governing Law; Venue. This Agreement and its validity, construction, and performance shall be governed by, construed under, and enforceable in all respects in accordance with the laws of the Commonwealth of Virginia, without reference to its conflicts of law principles. All Parties hereto submit to both the exclusive jurisdiction of the state and federal courts located in the Commonwealth of Virginia and the exclusive venue of the state and federal courts located in Norfolk, Virginia.
9.5. Authority. The Digital Marketing Agreement becomes binding upon the Parties when executed by Client; Company’s signature is not required. Client and its applicable signatories thereto hereby represent and warrant to Company that it and he or she has full legal authority and capacity to execute and perform this Agreement, as may be amended or supplemented from time to time.
9.6. Default; Attorneys’ Fees. In the event of a default under this Agreement, Client shall reimburse the Company for all costs and expenses incurred by the Company in connection with the default and Company’s enforcement of its rights hereunder, including, without limitation, attorneys’ fees, fees, and costs.
9.7. Waiver; Severability. The waiver by any Party of a breach of any provision of this Agreement will not operate or be construed as a waiver of any subsequent breach by any Party. If any term or provision of this Agreement or the application thereof to any person or circumstance is, to the extent applicable, invalid or unenforceable, the remainder of this Agreement and the application of such term of provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.
9.8. Further Assurances. Each Party agrees that it will execute and deliver such further instruments, provide all information, and take or forbear such further acts as may be reasonably necessary to carry out the intent and purpose of this Agreement.
9.9. No Third Party Beneficiaries. Except as provided in Section 8, nothing contained herein is intended, nor shall it be construed, to confer any rights or benefits upon any person (including, but not limited to, any employee, agent, contractor, officer, shareholder, member, manager, or former agent of the Parties) other than the Parties, and no other person shall have any rights or remedies under this Agreement.
9.10. Force Majeure. The Parties shall not be liable or responsible, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of the Parties, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion, or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, lockouts, strikes or other labor disputes (whether or not relating to either Party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage. Notwithstanding the foregoing, the provisions of this Section 9.10 will under no circumstances be applicable to any obligation of either Party hereunder to pay any sum of money, including, but not limited to, Compensation.
9.11. Promotion. The Parties may reference the other Party as a client; provided, however, neither Party may use the other Party’s name, logos, or trademarks in any promotional material, whether printed, written, or electronically delivered, without the express written or electronic consent of the other Party.
9.12. Assignment. Client may not assign its rights nor delegate its duties hereunder without the prior written consent of Company. The Company may freely assign its interests, rights, and delegate its duties provided for under this Agreement to any third party upon providing written notice of such assignment or delegation to Client. This Agreement shall inure to the benefit of and be binding upon the Parties, their respective heirs, administrators, legal representative, successors, and permitted assignees and delegates.