TERMS AND CONDITIONS
Conell Solutions, LLC dba Links Digital
Last updated: August 3, 2026
These terms are related to any DIGITAL MARKETING, ADVERTISING, or CONSULTING Agreement (this “Agreement”) by and between you (the “Client” or “Customer”) and Conell Solutions, LLC dba Links Digital (“Conell Solutions,” and Client individually as “Party” and collectively as the “Parties”).
1. Digital Marketing Services
Client has contracted with Conell Solutions to provide one or multiple services related to the following as laid out in the preceding proposal (“Proposal”): online advertising, website development, search engine optimization (“SEO”), search engine marketing (“SEM”), online listing and reputation management (“OLM/ORM”), online marketing consulting, custom web asset development, business operations consulting, information technology consulting, artificial intelligence consulting and implementation, or other related services (collectively, the “Services”).
a. Set-up: Conell Solutions agrees to create, manage, develop and employ Digital Marketing Services as provided in the Agreement, which includes Conell Solutions utilization of various internet advertising networks, search engines, proprietary software, third-party software, third-party services and other online properties in return for the amount payable by Client to Conell Solutions as described in the Proposal, Email or Invoice. As reasonably requested by Conell Solutions and within fifteen (15) days of such request, Client shall furnish Conell Solutions with such information to allow Conell Solutions to perform the Services. Conell Solutions will not be liable in any way for services that cannot adequately be provided due to the non-provision of information requested from Client. Conell Solutions will continue to provide Digital Marketing Services at such level as can be reasonably maintained in the absence of the requested information. In this instance, no refund of any amount will be due to Client for any services which could not be provided due to a failure on the part of Client to provide necessary information to Conell Solutions as described herein.
b. Intellectual Property:
Background IP. Each Party retains sole and exclusive ownership of all patents, copyrights, trademarks, trade secrets and other intellectual property rights that such Party owned or developed before entering into this Agreement, or that such Party develops independently of this Agreement (collectively, “Background IP”). Conell Solutions’ Background IP includes, without limitation, its proprietary software, tools, templates, frameworks, methodologies, prompts, prompt libraries, workflows, configurations, scripts, reference architectures, know-how, and any improvements to the foregoing, whether or not developed or refined in the course of performing the Services.
Deliverables. Upon Client’s payment in full of all amounts then due to Conell Solutions, Conell Solutions assigns to Client all right, title and interest it holds in the specific final work product created by Conell Solutions for Client under this Agreement and delivered to Client, including media accounts, marketing pieces, website content, and written reports and recommendations (“Deliverables”), excluding Background IP and Third-Party Materials.
License to Background IP. To the extent any Conell Solutions Background IP is incorporated into or necessary to use a Deliverable, Conell Solutions grants Client a non-exclusive, perpetual, worldwide, royalty-free license to use that Background IP solely as embedded in and as necessary to use the Deliverable for Client’s internal business purposes. Client may not separately license, resell, sublicense or distribute Conell Solutions Background IP.
Third-Party Materials. Deliverables may incorporate stock media, open-source software, third-party software, plugins, APIs, hosted platforms or artificial intelligence tools (“Third-Party Materials”). Third-Party Materials are licensed, not assigned, and Client’s use of them is governed by the applicable third-party license or terms of service. Conell Solutions makes no representation or warranty regarding Third-Party Materials.
Required Content. Nothing contained herein will transfer ownership of any Required Content or other Client-supplied materials to Conell Solutions.
Non-Payment. If Client fails to pay amounts when due, the assignment in subsection (ii) does not take effect as to the affected Deliverables until payment is made in full, and Conell Solutions reserves all rights in those Deliverables in the interim.
c. Images and Video: Conell Solutions will supply stock copy and stock images unless Client chooses to supply these items. If Client chooses to supply its own copy and/or stock images, Conell Solutions will assume no liability to Client or any third parties for Client’s use of non-Conell Solutions supplied images or copy. Images should be supplied in a digital format and text should be supplied in a format that can be viewed and edited with a word processor, such as Microsoft Word, Google Docs or Notepad. Client should not submit scanned PDF or handwritten documents. If Client would like to submit scanned PDF or handwritten documents, an additional charge of $100/hour will be charged by Conell Solutions for typing/data entry services. Any videos Client would like to include on Client’s website must be uploaded to a video hosting service, such as YouTube or Vimeo, prior to sending to the Conell Solutions team. Client should supply the corresponding video link for use on the website. Images will need to be sent via email or cloud sharing solution, such as Dropbox or Google Drive. If there are a large number of images, Conell Solutions requests Client send them in a zip file or via a cloud-based file sharing program. Conell Solutions is unable to process hard copies of images. If Client needs custom images or video production, Conell Solutions can provide video and photography production services at additional costs captured in a written amendment to this Agreement or subsequent separate written agreement.
d. Website Revisions: Website revision requests must be sent via email to support@LinksDigital.com. Clients are allocated up to one hour per month of website changes. Additional changes beyond the monthly allocation will require a $100/hour fee. Monthly website changes and support services include the following: revisions, additions and/or deletion of text and/or images on existing pages. This does not include revisions to the website layout and design. Conell Solutions holds the right in its sole discretion to determine what revisions will require an extra charge on top of the agreed upon monthly fee. If no revisions are requested during a month period, unused time will not roll over to the following month period. As long as Client is engaged for Conell Solutions’ website services, Conell Solutions will host Client’s website as part of Client’s monthly fee. Upon termination of this Agreement, Conell Solutions will discontinue hosting and terminate all website services immediately. Conell Solutions is not able to guarantee that the functions contained in any website will always be error-free, and Client agrees that Conell Solutions will not be liable to Client, or any third party, for damages, including lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate the website and any other web pages, even if Client has advised Conell Solutions of the possibilities of such damages.
e. Meetings: Conell Solutions allows for up to three hours of meetings during the sales and onboarding process at no cost to the Client. During these meetings the Client’s business and digital marketing strategies will be discussed and digital marketing services will be scheduled. Upon completion of these meetings and launch of any digital marketing campaigns, any additional meetings to discuss ongoing or new services will be charged at an hourly rate of $100/hour.
f. Online Advertising: If applicable, Conell Solutions will serve as Client’s agent when purchasing and executing a search engine marketing or other online advertising campaign by buying advertising space directly from Google, Microsoft, Facebook or other available platforms as determined by Conell Solutions, LLC. Payments made to Conell Solutions may include the payment for purchasing and executing these campaigns.
g. Client Information: Client acknowledges and agrees that if Conell Solutions identifies any Required Content that is inaccurate or contains errors (e.g. the incorrect spelling of a city name or a wrong zip code), or non-compliance with a publisher’s formatting guidelines (e.g. use of unsupported special characters), Conell Solutions may, in its sole discretion, in addition to its other available rights and remedies, modify the Required Content. Client acknowledges that various Services involve the provision of Required Content to publishers for use and publication, and that such publishers may require the license grant described herein. Client grants Conell Solutions and its affiliates and each applicable publisher worldwide, nonexclusive, perpetual, irrevocable, royalty-free, unlimited use rights (or a subset of such rights) with respect to such Required Content, including, but not limited to, rights to publish and syndicate such Required Content.
h. Additional Services: From time to time Client may request information or services beyond the contracted Services. Such services may be available from Conell Solutions on an hourly fee basis of $100/hour. If such additional services are requested by Client, and are in line with the services normally provided by Conell Solutions, then such services and the related fees will be billed either upon completion of the Services requested or at the end of the calendar month.
i. Term, Renewal and Termination:
Month-to-Month Default. Unless a fixed Initial Term is stated on the face of the Agreement, in the Proposal, in a Statement of Work, on an invoice, or in other written documentation of the engagement (each, the “Contract Documents”), all Conell Solutions services run month-to-month and may be cancelled by either Party at any time with thirty (30) days’ prior written notice.
Fixed-Term Agreements. Where the Contract Documents state a specific term — for example six (6) months, twelve (12) months, twenty-four (24) months, or any other stated duration (the “Initial Term”) — that stated term controls over the month-to-month default in subsection (i). The Initial Term begins on the earlier of the date Services commence or the date stated in the Contract Documents. During the Initial Term, the Agreement may not be cancelled for convenience, and Client’s payment obligation for the full Initial Term is firm, subject only to subsections (v) and (vi) below.
Renewal. At the end of the Initial Term, the Agreement renews as stated in the Contract Documents. If the Contract Documents provide for renewal for successive terms of equal length, the Agreement will automatically renew for successive periods equal to the Initial Term unless either Party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term. If the Contract Documents are silent as to renewal, the Agreement will automatically convert at the end of the Initial Term to a month-to-month engagement on the same fees and terms, cancellable by either Party on thirty (30) days’ prior written notice. Conell Solutions may adjust fees effective as of any renewal term or, for month-to-month engagements, upon thirty (30) days’ prior written notice.
Early Termination by Client. If Client terminates a fixed-term Agreement before the end of the then-current term for any reason other than Conell Solutions’ uncured material breach under subsection (v), or if Conell Solutions terminates under subsection (v) or (vi) as a result of Client’s breach or nonpayment, then all fees for the remainder of the then-current term become immediately due and payable, together with all non-cancellable third-party commitments (including advertising spend, subscriptions, licenses, hosting and production costs) incurred or committed on Client’s behalf. The Parties agree that this amount represents the fees Client agreed to pay for the term it committed to, is an acceleration of a payment obligation rather than a penalty, and is a reasonable measure of the consideration Conell Solutions bargained for in offering term-based pricing.
Termination for Cause. Either Party may terminate this Agreement upon thirty (30) days’ prior written notice specifying a material breach by the other Party, if that breach is not cured within the thirty (30) day notice period. Termination by Client under this subsection does not trigger the accelerated payment obligation in subsection (iv), but Client remains responsible for fees for Services performed and non-cancellable third-party commitments incurred through the effective date of termination.
Termination for Nonpayment. Notwithstanding subsection (v), Conell Solutions may suspend Services under Section 1(k) and may terminate this Agreement immediately upon written notice if any invoice remains unpaid more than thirty (30) days after its due date. Upon such termination, subsection (iv) applies and all fees for the remainder of the then-current term become immediately due and payable.
Effect of Termination. Termination or expiration does not relieve Client of the obligation to pay all amounts accrued or accelerated as of the effective date. Sections 1(j) (Discontinuation of Services) and 2(j) (Transition Assistance) govern post-termination handover.
Consulting Engagements. Retainer- and SOW-based Consulting Services are additionally governed by Section 2(i); where Section 2(i) and this Section 1(i) address the same matter, this Section 1(i) controls as to term, renewal and early termination.
j. Discontinuation of Services: It is the Client’s full responsibility to store the information provided by Conell Solutions as of the termination of the Agreement. Upon termination, Client will not have access to advertisement networks used by Conell Solutions and Client will be responsible for hosting any Online Advertising Services or Services (websites, mobile websites, etc.) beyond the contracted dates on their own accounts. Client shall also be responsible for the set-up and maintenance of new accounts upon receipt of the information and Conell Solutions will not be liable in any way for any such information after the Agreement is terminated. If Client requests additional work by Conell Solutions to terminate Services including but not limited to transfer of services to other accounts, summaries of accounting, summaries of work completed, file transfers or other services or items that may be requested, Client agrees to pay Conell Solutions at an hourly rate of $100/hour to collect and transfer such information or files.
k. Payments: All fees are due monthly in advance and must be paid electronically. Conell Solutions accepts ACH/bank transfer and credit or debit card payment only. Conell Solutions does not accept paper checks, money orders, cash, or any other non-electronic form of payment, and is not responsible for any payment tendered by a method it does not accept. All invoices will arrive with a due date and must be paid by that due date through the electronic payment methods identified on the invoice. Client authorizes Conell Solutions to charge the payment method on file for all amounts due under this Agreement, including recurring monthly fees, approved out-of-scope work, and any amounts accelerated under Section 1(i)(iv), and shall keep a current, valid payment method on file at all times. Client is responsible for any card-network, bank, or processor fees passed through by Conell Solutions’ payment processor and disclosed on the invoice, and for any returned-payment, chargeback, or insufficient-funds fee resulting from a failed payment. Invoices not paid within thirty (30) days of the due date will accrue a late charge at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less. Client shall reimburse Conell Solutions for reasonable costs of collection, including attorneys’ fees. Conell Solutions may suspend performance of any or all Services upon ten (10) days’ written notice of nonpayment, and suspension does not relieve Client of the obligation to pay amounts due.
l. Requesting Services; Acceptance of These Terms: Services may be requested through multiple ways including via a zoom meeting, in-person meeting, phone conversation, text message, email, written letter or signed proposal. Client agrees that Services can be requested in these different ways as listed and Services do not require a physical signed contract between the two parties to agree to Services. Payments of invoices related to Services provided by Conell Solutions to Client act as Client’s confirmation that Services were requested and also confirmation that Client agrees to Terms and Conditions presented on the invoices as well as the Terms and Conditions stated on this web page.
2. Consulting Services — Business Operations, Information Technology, and Artificial Intelligence
To the extent Client has contracted with Conell Solutions for consulting services, the following terms apply in addition to the terms in Section 1.
a. Scope. “Consulting Services” means any of the following, as described in the applicable Proposal, Statement of Work, email or invoice:
Business Operations Consulting: process assessment and documentation, workflow design, operational efficiency review, systems and vendor evaluation, reporting and dashboard design, change management support, and related advisory work.
Information Technology Consulting: technology assessment, systems and software selection, integration planning and implementation support, data migration support, cloud and infrastructure advisory, IT process documentation, security posture review (non-attestation), and related advisory and implementation work.
Artificial Intelligence Consulting and Implementation: AI readiness assessment, use-case identification, tool and vendor selection, prompt and workflow design, configuration, integration and deployment of AI-enabled tools, automations and agents, AI policy and governance support, training and enablement, and the use of AI tools to produce content, code, analysis or other work product (collectively, “AI Services”). AI Services are further governed by Section 3.
b. Engagement Structure. Consulting Services may be engaged on either basis, as stated in the applicable Proposal or Statement of Work:
Monthly Retainer. A recurring monthly fee for an agreed allocation of hours or an agreed scope of ongoing advisory or support work. Retainers run month-to-month and may be cancelled by either Party with thirty (30) days’ written notice, unless the Contract Documents state a fixed Initial Term (for example six (6) or twelve (12) months), in which case Section 1(i) governs term, renewal and early termination. Unused retainer hours do not roll over to a subsequent month and are not refundable. Hours worked in excess of the retainer allocation are billed at $100/hour unless a different rate is stated in writing.
Statement of Work (“SOW”). A fixed-scope engagement described in a written Proposal, SOW, or email confirmed by Client, setting out deliverables, assumptions, fees, and an estimated schedule. A Proposal or SOW that conflicts with these Terms controls only as to the specific commercial terms it addresses (scope, fees, term, schedule, and named deliverables); these Terms control as to all other matters unless the SOW expressly states that it supersedes a specific section of these Terms and is signed by both Parties.
c. Advisory Nature; No Professional Advice. Consulting Services are advisory and implementation support services. Conell Solutions is not a law firm, accounting firm, tax advisor, registered investment adviser, insurance advisor, licensed engineering firm, medical provider, or employment/HR advisor, and nothing provided under this Agreement constitutes legal, accounting, tax, financial, investment, insurance, medical, engineering, licensure, or human-resources advice. Client is solely responsible for obtaining advice from its own qualified professional advisors before acting on any recommendation, deliverable, analysis, or output furnished by Conell Solutions. Conell Solutions does not perform audits, attestations, certifications, or penetration testing, and no deliverable should be represented as such.
d. Client Decision Authority; No Guarantee of Results. All recommendations, roadmaps, configurations, analyses and other work product are provided for Client’s consideration. Client retains sole and exclusive authority and responsibility for deciding whether to adopt, implement, publish, or rely on any of them, and for the business, financial, operational, employment, legal and regulatory consequences of those decisions. Conell Solutions makes no representation, warranty or guarantee as to revenue, savings, cost reduction, efficiency gains, headcount impact, return on investment, uptime, search rankings, lead volume, conversion rates, or any other business or performance outcome.
e. Client Responsibilities and Dependencies. Client shall, at its own expense and on a timely basis: (i) designate a primary point of contact with authority to make decisions and provide approvals; (ii) provide accurate, complete and lawfully obtained information, data, documentation and access necessary for Conell Solutions to perform; (iii) obtain and maintain all licenses, subscriptions, and third-party accounts required for the Services; (iv) obtain all internal approvals and any required consents from its own employees, customers, or third parties; and (v) maintain current, tested backups of all systems and data before, during and after any engagement. Conell Solutions is not responsible for delays, cost increases, errors, or deficiencies in the Services to the extent caused by Client’s failure to meet these responsibilities, and no refund or credit will be due on that basis.
f. Systems Access, Credentials and Security. Where Client grants Conell Solutions access to its systems, accounts, networks or data, Client is responsible for determining the appropriate scope of that access and shall grant the minimum access necessary. Client shall promptly revoke access upon termination or upon request. Conell Solutions will use commercially reasonable administrative, technical and organizational safeguards appropriate to the nature of the Services, but does not warrant that any system, network, integration, deployment or environment will be secure, uninterrupted, or free from vulnerability, intrusion, malware, data loss or unauthorized access. Conell Solutions will not conduct vulnerability scanning, penetration testing, or any security testing of Client or third-party systems except pursuant to separate written authorization signed by Client identifying the in-scope systems. Client is solely responsible for its own backup, disaster recovery, business continuity, incident response, and cyber-insurance arrangements.
g. Third-Party Products, Platforms and Subscriptions. Conell Solutions may recommend, procure, configure or integrate third-party software, hardware, platforms, models, APIs and services. Unless expressly stated in writing, Client contracts directly with, and is solely responsible for, all such third parties, including all fees, subscriptions, usage charges, license compliance and acceptance of their terms of service, acceptable use policies and privacy policies. Conell Solutions is not a reseller, agent, warrantor or guarantor of any third-party product or service and is not liable for their acts, omissions, availability, pricing changes, discontinuation, security incidents, changes in functionality, or termination of service. Third-party products are provided subject to the third party’s own warranties, if any, and Client’s sole remedy for any defect lies against that third party.
h. Change Requests and Out-of-Scope Work. Any change to the agreed scope, deliverables, schedule or fees of a retainer or SOW must be agreed in writing (email is sufficient). Work requested by Client outside the agreed scope will be performed only upon such written agreement and billed at $100/hour, or at the rate stated in the applicable change order, and will be invoiced upon completion or at the end of the calendar month.
i. Term and Cancellation. Retainer-based Consulting Services run month-to-month and may be cancelled by either Party on thirty (30) days’ written notice, unless the Contract Documents state a fixed Initial Term, in which case Section 1(i) governs. SOW-based Consulting Services run for the term stated in the SOW. If Client cancels an SOW before completion, Client shall pay for all work performed and all non-cancellable third-party commitments incurred through the effective date of cancellation; where the SOW states a fixed term or a fixed total fee, Section 1(i)(iv) also applies and the remaining fees for that term accelerate. Prepaid fees for work already performed are non-refundable.
j. Transition Assistance. Upon termination, Conell Solutions will, at Client’s written request, provide reasonable transition assistance, including transfer of credentials, configurations, documentation and files, at the hourly rate stated in Section 1(j). Conell Solutions is not obligated to provide transition assistance while any amount is past due.
3. Artificial Intelligence Services, Output, and Acceptable Use
This Section 3 applies to all AI Services and, more generally, to any Service in which Conell Solutions uses artificial intelligence tools.
a. Definitions. - “AI Tools” means any artificial intelligence, machine learning, generative AI, or large language model system, model, platform, agent, or application, whether owned by Conell Solutions or licensed from or hosted by a third party (each, an “AI Provider”). - “Output” means any text, image, audio, video, code, data, analysis, recommendation, translation, summary or other material generated in whole or in part by an AI Tool. - “Client Data” means any data, content, documents, credentials or materials supplied by or on behalf of Client, or accessed by Conell Solutions from Client’s systems.
b. Consent to Use of AI Tools. Client acknowledges and agrees that Conell Solutions may use AI Tools in performing any of the Services, including drafting, editing, research, analysis, design, coding, data processing and quality review, and may submit Client Data to AI Providers for that purpose, subject to Sections 3(h) and 4. If Client does not consent to the use of AI Tools in connection with a particular engagement or category of data, Client must notify Conell Solutions in writing before work begins; Conell Solutions may decline the engagement or adjust fees and timelines accordingly.
c. Nature and Limitations of AI Output. Client acknowledges that AI Tools are probabilistic and emerging technologies, and that Output:
may be inaccurate, incomplete, outdated, internally inconsistent, or entirely fabricated (including invented citations, statistics, sources, quotations, code, legal authorities or facts);
may reflect bias present in training data or model design;
is not deterministic — the same or similar inputs may produce different results at different times;
may be similar or identical to output generated for other users, including competitors of Client, and is therefore not necessarily unique;
may not accurately reflect current law, regulation, market conditions, pricing, or third-party product capability; and
may vary in quality, availability and behavior as AI Providers modify, retrain, deprecate or discontinue their models.
Conell Solutions does not and cannot warrant the accuracy, completeness, reliability, originality, non-infringement, fitness for a particular purpose, or legal sufficiency of any Output.
d. Mandatory Human Review by Client. ADVERTISER IS SOLELY RESPONSIBLE FOR REVIEWING, VERIFYING, TESTING AND APPROVING ALL OUTPUT AND ALL AI-ASSISTED DELIVERABLES BEFORE PUBLICATION, DEPLOYMENT, DISTRIBUTION, OR RELIANCE. Client shall apply qualified human review appropriate to the risk and subject matter, including independent verification of any factual claim, figure, citation, calculation, legal or regulatory statement, medical or financial statement, or item of code. Client’s approval, publication, deployment or use of a Deliverable constitutes Client’s acceptance of it. Conell Solutions shall have no liability arising from Client’s failure to conduct such review.
e. Consequential and High-Risk Decisions. Client shall not use, and shall not permit any third party to use, Output or any AI Tool configured, built or recommended by Conell Solutions as a substitute for human judgment, or as the sole or principal basis, in making any “consequential decision” concerning an individual — including decisions materially affecting employment, hiring, promotion or termination; credit or lending; housing; insurance; healthcare or medical treatment; education or educational opportunity; legal services or outcomes; access to essential government services; or criminal justice — without independent, meaningful human review and Client’s own compliance assessment. Any engagement in which an AI Tool is intended for such use, or is otherwise a “high-risk AI system” under applicable law, requires a separate written agreement signed by both Parties expressly allocating the associated roles, obligations and risks. Absent such a signed agreement, Client represents that it will not deploy Conell Solutions’ work product for those purposes.
f. Allocation of Regulatory Roles. As between the Parties, Client is the party that determines the purposes and manner of any AI Tool deployed in Client’s business and is therefore the “deployer,” “controller,” “business,” or equivalent regulated party under applicable artificial intelligence and privacy laws (including, as applicable, the Colorado Artificial Intelligence Act, the Texas Responsible Artificial Intelligence Governance Act, the Illinois Human Rights Act as amended, the California AI transparency and chatbot statutes, the EU Artificial Intelligence Act, and successor or comparable laws). Conell Solutions is not a “developer” or “deployer” of a high-risk AI system with respect to Client’s use unless expressly agreed in a signed writing. Client is solely responsible for: determining which AI, consumer protection, employment, advertising, privacy and sector-specific laws apply to its use; performing any required impact assessment, notice, opt-out, appeal or human-review process; making any required disclosure that content, communication or a chatbot is AI-generated or AI-assisted; and responding to any regulator, attorney general, or consumer inquiry regarding its AI use. Conell Solutions will provide reasonable cooperation with such obligations as an additional service billed at $100/hour.
g. Intellectual Property in Output. Client acknowledges that the legal status of AI-generated material is unsettled and evolving. Conell Solutions makes no representation or warranty that Output is protectable by copyright or other intellectual property right, that it is original or unique, that it does not resemble or incorporate material owned by a third party, or that Client’s use of it will not infringe any third-party right. Conell Solutions’ assignment of Deliverables under Section 1(b)(ii) conveys only such rights as Conell Solutions actually holds. Client is responsible for conducting any clearance, trademark, copyright, plagiarism or similarity review it deems appropriate before commercial use.
h. Client Data, AI Providers, and Model Training. Client represents and warrants that it has all rights, consents and lawful bases necessary to provide Client Data to Conell Solutions and to permit its processing through AI Tools and AI Providers. Conell Solutions will use commercially reasonable efforts to select AI Providers offering business or enterprise terms and, where such a setting is reasonably available, to configure those services so that Client Data is not used to train the AI Provider’s general-purpose models. Conell Solutions does not control and cannot guarantee any AI Provider’s data handling, retention, sub-processing, security, or training practices, and Client acknowledges that use of AI Tools involves transmission of Client Data to third parties, potentially including processing outside Client’s jurisdiction.
i. Restricted Data. Unless the Parties have signed a separate written agreement expressly permitting it (and, where applicable, a Business Associate Agreement), Client shall not submit to Conell Solutions or to any AI Tool, and shall not store in any environment configured by Conell Solutions: protected health information subject to HIPAA; payment card data subject to PCI DSS; Social Security, driver’s license, passport or government identification numbers; financial account credentials; biometric or genetic identifiers; precise geolocation data; personal data of known minors under 16; consumer credit report data subject to the FCRA; classified, export-controlled (ITAR/EAR) or controlled unclassified information; or any other data category subject to heightened statutory protection. Client is solely responsible for any consequence of submitting such data in breach of this subsection.
j. Acceptable Use. Client shall not use, and shall not request that Conell Solutions produce or configure, any AI Tool or Output to: violate any law or third-party right; generate unlawfully discriminatory outcomes; create deceptive synthetic media of a real person without that person’s consent or without required disclosure; generate child sexual abuse material or any sexualized depiction of a minor; encourage or facilitate self-harm, violence, or criminal activity; infringe intellectual property; evade content moderation, security controls, or platform terms; impersonate Conell Solutions or any third party; generate spam, malware or fraudulent content; or violate any AI Provider’s acceptable use policy. Conell Solutions may suspend or terminate Services immediately, without refund, upon a reasonable belief that this subsection has been breached.
k. AI Costs and Provider Changes. AI Provider subscription, token, compute and usage fees are the responsibility of Client unless expressly included in a written Proposal or SOW, and are subject to change by the AI Provider without notice. Conell Solutions may substitute a comparable AI Tool or AI Provider at any time where the incumbent becomes unavailable, is deprecated, materially changes its terms or pricing, or no longer meets the requirements of the engagement.
l. Emerging Technology Acknowledgment. Client acknowledges that the AI Services involve rapidly changing technology, an unsettled legal and regulatory landscape, and inherent uncertainty as to performance and outcomes, and that the fees charged reflect the allocation of risk set out in this Agreement, including Sections 3, 8, 9 and 10.
4. Data Protection and Privacy
a. Roles. As between the Parties, Client is the “controller,” “business,” or equivalent, and determines the purposes and means of processing personal data. Conell Solutions acts as a “processor” or “service provider” and processes personal data only on Client’s documented instructions, which include this Agreement, the applicable Proposal or SOW, and Client’s ordinary use of the Services. Conell Solutions will not sell or share personal data, will not retain, use or disclose it outside the direct business relationship, and will not combine it with data from other sources except as permitted by applicable law.
b. Client Compliance. Client is responsible for the lawfulness of the personal data it provides, for providing all required privacy notices, for obtaining and honoring all required consents and opt-outs (including for email, SMS, telephone, tracking technologies, targeted advertising and profiling), and for maintaining a compliant privacy policy and cookie/consent mechanism on its own properties. Client is responsible for its own compliance with the Virginia Consumer Data Protection Act, the CCPA/CPRA, the CAN-SPAM Act, the TCPA, the Telemarketing Sales Rule, GDPR and any other law applicable to its data or marketing practices.
c. Subprocessors. Client generally authorizes Conell Solutions to engage subprocessors, including hosting providers, advertising platforms, analytics providers, communication tools and AI Providers, to perform the Services. Conell Solutions will impose data protection obligations on subprocessors that are materially equivalent to those in this Section and remains responsible for their performance of those obligations. Conell Solutions will make a current list of material subprocessors available on request and will provide reasonable notice of a material change, during which Client may object on reasonable data protection grounds; if the objection cannot be resolved, either Party may terminate the affected Service on thirty (30) days’ notice.
d. Security. Conell Solutions will maintain commercially reasonable administrative, technical and organizational measures designed to protect personal data against unauthorized access, disclosure, alteration and destruction, appropriate to the nature of the data and the Services.
e. Personal Data Breach. Conell Solutions will notify Client without undue delay, and in any event within forty-eight (48) hours, after confirming a personal data breach affecting Client’s personal data in Conell Solutions’ possession, and will provide reasonably available information to assist Client in meeting its own notification obligations. Client is responsible for determining whether notification to individuals or regulators is required and for making any such notification. Notification under this subsection is not an acknowledgment of fault or liability.
f. Individual Rights Requests. Client is responsible for responding to requests from individuals to exercise rights of access, correction, deletion, portability, opt-out of sale/sharing or targeted advertising, or to limit use of sensitive personal information. Conell Solutions will provide reasonable assistance taking into account the nature of the processing; assistance requiring more than one hour per month will be billed at $100/hour.
g. Deletion and Return. Within thirty (30) days after termination, Conell Solutions will, at Client’s written election, delete or return personal data in its possession, except for copies retained in routine backups (which will be deleted on the ordinary backup cycle), records required to be retained by law, and records reasonably necessary to establish or defend legal claims.
h. Conflict. If the Parties have executed a separate data processing agreement, that agreement controls over this Section 4 to the extent of any conflict.
5. Text Messaging (SMS/MMS) Program Terms
These SMS/MMS terms apply to the Links Digital text messaging program and to any text messages you receive from Conell Solutions, LLC dba Links Digital. By providing your mobile number and affirmatively opting in, you agree to these terms.
a. Program Description. Links Digital operates an SMS/MMS messaging program that may send: appointment and meeting reminders, confirmations and reschedule notices; account, project, support, invoice and billing notifications; conversational sales and service follow-up with individuals who have requested contact; and marketing and promotional messages, including offers, event invitations and newsletters. Program name: Links Digital.
b. Consent and Opt-In. We send text messages only to individuals who have affirmatively opted in — for example, by checking an unchecked SMS consent box on one of our web forms, by texting us first, by providing your number and agreeing to be contacted by text during a call or meeting, or by another documented opt-in. Consent to receive text messages is not a condition of purchasing any goods or services, and is never required to submit a form or receive a proposal. Marketing and promotional text messages are sent only where express written consent has been obtained.
c. Message Frequency. Message frequency varies based on your interaction with us and the messages you have opted into.
d. Cost. Message and data rates may apply. Links Digital does not charge for text messages, but your mobile carrier’s standard messaging and data rates apply. Contact your carrier for details about your plan.
e. Opting Out. You can cancel the SMS service at any time. Simply text STOP to any message you receive from us. Upon sending “STOP,” we will confirm your unsubscribe status via SMS, and we will stop sending you text messages. If you want to rejoin, sign up again as you did initially, text START or UNSTOP to the same number, or contact us at (571) 597-3939 or info@LinksDigital.com, and we will resume sending messages to you.
f. Help. If you are experiencing issues with the messaging program, reply with the keyword HELP for assistance, or contact us at info@LinksDigital.com or (571) 597-3939.
g. Supported Carriers and Carrier Liability. Carriers are not liable for delayed or undelivered messages. Delivery of messages is subject to effective transmission by your wireless service provider and is not guaranteed by Conell Solutions.
h. Privacy. Mobile phone numbers and text messaging opt-in data and consent are handled in accordance with our Privacy Policy, available at LinksDigital.com/privacy-policy. No mobile information will be shared with third parties or affiliates for marketing or promotional purposes. All other use case categories exclude text messaging originator opt-in data and consent; this information will not be shared with any third parties.
i. Compliance. Our messaging program is operated in accordance with the Telephone Consumer Protection Act (TCPA), CTIA Messaging Principles and Best Practices, applicable carrier and CTIA guidelines, and applicable state and federal law.
j. Client-Sent Messaging; A2P Registration. Where Conell Solutions configures, manages or sends text messages on behalf of a Client, including through a GoHighLevel sub-account or other messaging platform, the following applies as between Conell Solutions and that Client:
The Client is the sender of record and the party responsible for the content of its messages and for obtaining, documenting and maintaining proof of prior express written consent from every recipient. Conell Solutions does not supply, sell or provide contact lists, and Client shall not upload purchased, rented, scraped, appended or otherwise non-consented lists to any messaging platform configured by Conell Solutions.
Client is responsible for its own A2P 10DLC brand and campaign registration, for the accuracy of the information it submits (legal entity name, EIN, address, website, opt-in description and sample messages), and for maintaining a live, publicly accessible privacy policy and SMS terms page on its own domain that satisfy carrier requirements. Conell Solutions may assist with registration as a billable service but does not guarantee brand or campaign approval, throughput, trust score, deliverability, or that any carrier will accept a submission.
Client shall honor all STOP, UNSUBSCRIBE, CANCEL, END, QUIT and similar opt-out requests, shall not message individuals who have opted out, shall not send messages relating to cannabis, CBD, firearms, gambling, high-risk financial services, debt collection, or other content prohibited by carriers or CTIA guidelines without written confirmation of eligibility, and shall comply with the TCPA, CAN-SPAM, state mini-TCPA statutes, and all applicable carrier and CTIA rules.
Client is solely responsible for, and shall indemnify Conell Solutions against, all claims, penalties, fines, carrier surcharges and costs arising from its messaging, including TCPA claims, carrier violation fees, campaign suspension, and number deactivation. Conell Solutions may suspend or terminate messaging services immediately upon a reasonable belief that this Section 5(j) has been breached.
6. Video and Photography Production
To the extent Customer has contracted with Conell Solutions to provide services related to video production or photography the following terms and conditions shall apply:
a. Scheduling: Conell Solutions, in partnership with the third-party vendor of its choice, will use commercially reasonable efforts to schedule video shoot dates with Customer within fifteen (15) business days of receipt confirmation of a requested Service. Video or photography shoot dates must be scheduled within three (3) months of the Agreement date or Customer forfeits the agreed upon video production or photography services and no refund or discount on this or other services will be made available.
7. Confidentiality
Except as otherwise provided herein, each Party shall treat any confidential, secret or proprietary information that has been disclosed by such Party (the “Disclosing Party”) to the other Party (a “Receiving Party”), or that has been learned by the Receiving Party as a result of this Agreement, and which is not generally known to the public (collectively, the “Confidential Information”), as confidential and exercise at least the same degree of care to safeguard the confidentiality of the Confidential Information as the Receiving Party would exercise to safeguard the Receiving Party’s own Confidential Information but not less than a reasonable degree of care. The Receiving Party shall use the Confidential Information only as provided in this Agreement and shall not disclose, transfer, publish or otherwise make the Confidential Information available by any means to any individual, firm or entity other than employees, contractors, subprocessors and professional advisors of the Receiving Party who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement. The Receiving Party shall immediately notify the Disclosing Party if any Confidential Information has been lost, stolen or inadvertently disclosed. The restrictions contained in this Agreement (a) will not apply to any information which (i) was known to a Receiving Party prior to the disclosure thereof, (ii) was in the public domain prior to the disclosure thereof; (iii) comes into the public domain through no fault of the Receiving Party; (iv) is disclosed without restriction by a third party who has a legal right to make such disclosure; or (v) is independently developed by the Receiving Party without use of or reference to the Confidential Information; and (b) will not prevent disclosure required by law, regulation, subpoena or court order, provided the Receiving Party gives prompt notice to the Disclosing Party where legally permitted. Client acknowledges that Conell Solutions’ performance of the Services may involve disclosure of Client Confidential Information to subprocessors and AI Providers as described in Sections 3 and 4, and consents to such disclosure. In the event either Party breaches any of its obligations under this Section, the non-breaching Party, in addition to any other rights or remedies available, will be entitled to seek injunctive relief against the breaching Party without the necessity of posting a bond or other security.
8. Disclaimer of Warranties
Conell Solutions will perform the Services in a professional and workmanlike manner consistent with generally accepted industry practice. EXCEPT AS EXPRESSLY STATED IN THE PRECEDING SENTENCE, THE SERVICES, ALL DELIVERABLES, ALL OUTPUT, AND ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND CONELL SOLUTIONS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, OR QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. CONELL SOLUTIONS DOES NOT WARRANT THAT THE SERVICES, ANY WEBSITE, ANY INTEGRATION, ANY AI TOOL OR ANY OUTPUT WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, ACCURATE, COMPLETE, COMPLIANT WITH ANY LAW APPLICABLE TO ADVERTISER’S BUSINESS, OR THAT DEFECTS WILL BE CORRECTED. CONELL SOLUTIONS MAKES NO GUARANTEE OF ANY PARTICULAR RESULT, RANKING, PLACEMENT, TRAFFIC, LEAD VOLUME, CONVERSION, REVENUE, COST SAVING, EFFICIENCY GAIN OR RETURN ON INVESTMENT.
9. Limitation on Liability
In no event will Conell Solutions’ aggregate liability in connection with the Services or this Agreement, whether caused by failure to deliver, nonperformance, defects, or otherwise, exceed the aggregate amounts paid by Client to Conell Solutions hereunder during the twelve (12) months immediately preceding the event giving rise to such liability, excluding amounts that constitute pass-through advertising spend, third-party platform, subscription, licensing, hosting or AI Provider fees. IN NO EVENT SHALL CONELL SOLUTIONS BE LIABLE IN ANY WAY TO ADVERTISER FOR ANY LOST PROFITS OR REVENUES, LOSS OF USE, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, LOSS OR CORRUPTION OF DATA, BUSINESS INTERRUPTION, REGULATORY FINE OR PENALTY IMPOSED ON ADVERTISER, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, LICENSES OR SERVICES, OR FOR ANY PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES OF ANY NATURE, WHETHER FORESEEABLE OR NOT, ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, CONELL SOLUTIONS SHALL HAVE NO LIABILITY ARISING FROM OR RELATING TO: ADVERTISER’S USE OF OR RELIANCE ON ANY OUTPUT OR RECOMMENDATION; ADVERTISER’S FAILURE TO CONDUCT THE HUMAN REVIEW REQUIRED BY SECTION 3(d); THE ACTS, OMISSIONS, SECURITY, PRICING, AVAILABILITY OR DISCONTINUATION OF ANY THIRD PARTY, AI PROVIDER OR PLATFORM; ADVERTISER’S FAILURE TO MAINTAIN BACKUPS; OR ADVERTISER’S COMPLIANCE OR NON-COMPLIANCE WITH ANY LAW APPLICABLE TO ITS BUSINESS OR ITS USE OF ARTIFICIAL INTELLIGENCE. The limitations contained in this Agreement apply to all causes of action in the aggregate, whether based in contract, tort (including negligence) or any other legal theory (including strict liability), other than as a result of fraud or intentional misrepresentations or omissions by Conell Solutions. These limitations apply notwithstanding the failure of essential purpose of any limited remedy.
10. Indemnification
To the extent that a third party makes a claim against Conell Solutions, the Client agrees to indemnify, defend and hold harmless Conell Solutions and its officers, directors, members, employees, parents, partners, successors, agents, distribution partners, affiliates, subsidiaries, and their related companies from and against any and all claims, suits, damages, fines, penalties, judgments, liabilities, and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with: (i) Client’s content, Client Data, Required Content, or use of the Services; (ii) any actual or alleged violation or breach of any term of this Agreement; (iii) violation of an applicable state, federal or foreign law or regulation; (iv) Client’s use of, publication of, deployment of, or reliance on any Deliverable or Output, including any claim that it is inaccurate, misleading, deceptive, discriminatory, infringing, or non-compliant; (v) Client’s deployment or operation of any AI Tool, including any claim arising under an artificial intelligence, consumer protection, employment, lending, housing, insurance or privacy law; (vi) Client’s failure to make any disclosure or perform any assessment, notice, opt-out or human-review process required by applicable law; (vii) Client’s submission of Restricted Data in breach of Section 3(i); or (viii) any claim by Client’s own customers, employees, or end users relating to the Services or Deliverables.
11. Governing Law; Jurisdiction
This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the Commonwealth of Virginia without regard to its conflicts of law rules. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Loudoun County, Virginia for any dispute arising out of or relating to this Agreement, and each Party waives any objection to such venue.
12. Independent Contractor
Conell Solutions performs the Services as an independent contractor. Nothing in this Agreement creates a partnership, joint venture, employment, or fiduciary relationship between the Parties, except that Conell Solutions acts as Client’s limited agent solely for the media-buying purpose described in Section 1(f). Conell Solutions determines the method, manner and means of performing the Services and may use employees, contractors and subprocessors of its choosing.
13. Waivers
Any term or condition of this Agreement may be waived at any time by the Party which is entitled to the benefit thereof, but only if such waiver is evidenced in writing signed by such Party that makes specific reference to this Agreement. No failure on the part of any Party hereto to exercise, and no delay in exercising, any right, power or remedy created hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or remedy by any Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. No waiver by any Party hereto of any breach of or default in any term or condition of this Agreement shall constitute a waiver of or assent to any succeeding breach of or default in the same or any other term or condition hereof.
14. Entire Agreement; Order of Precedence; Modification
This Agreement, in conjunction with the terms and conditions stated in the written Proposal or Statement of Work, constitutes the sole and entire agreement between the Parties with respect to the subject matter hereof and thereof, and supersedes all previous discussions, representations, agreements, and commitments with respect to the subject matter hereof. In the event of a conflict, the following order of precedence applies: (1) a separate written agreement signed by both Parties that expressly supersedes these Terms; (2) a fully executed Statement of Work, as to scope, deliverables, fees, term and schedule only; (3) these Terms and Conditions; (4) a Proposal, invoice or email. Conell Solutions may update these Terms and Conditions from time to time by posting the revised version at LinksDigital.com; the revised version applies to Services performed, and invoices issued, after the posted effective date. Client’s continued use of the Services or payment of an invoice after the posted effective date constitutes acceptance of the revised Terms.
15. Assignment
Neither Party shall assign its rights or obligations under this Agreement without the prior written consent of the other Party. Notwithstanding the foregoing, either Party may assign this Agreement to a parent company, subsidiary or affiliate, or in connection with the sale of substantially all of the assets of such Party, upon ten (10) days prior written notice to the other Party.
16. Severability
All rights and restrictions contained herein may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary to render this Agreement legal, valid and enforceable. If any term of this Agreement, or part thereof, not essential to the commercial purpose of this Agreement shall be held to be illegal, invalid or unenforceable under applicable law, it is the intention of the Parties that the remaining terms hereof, or part thereof, shall constitute their agreement with respect to the subject matter hereof, and all such remaining terms, or parts thereof, shall remain in full force and effect. To the extent legally permissible any illegal, invalid or unenforceable provision of this Agreement shall be replaced by a valid provision, which will implement the commercial purpose of the illegal, invalid or unenforceable provision.
17. Force Majeure
Neither Party will be deemed to be in default under this Agreement because of the failure to perform any obligation hereunder if such failure is caused by fire, embargo, strike, labor shortage, war, acts of God, epidemic or pandemic, governmental action, cyberattack, widespread internet, cloud, telecommunications, platform or AI Provider outage, or other cause beyond such Party’s reasonable control (whether or not similar to the foregoing). This Section does not excuse any payment obligation.
18. Survival
Sections 1(b), 1(i)(iv), 1(i)(vii), 1(j), 1(k), 2(c), 2(d), 3(c) through 3(j), 4(g), 5(j), 7, 8, 9, 10, 11, 14, 16 and this Section 18 survive the expiration or termination of this Agreement.
Ashburn, VA
