Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Prime Sales Agency LLC ("Company," "we," "our," or "us"), a limited liability company registered in New Mexico, United States, with its principal place of business at 1209 Mountain Road PL NE STE R, Albuquerque, NM 87110.

By accessing our website, requesting our services, or entering into a service agreement with us, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity.

If you do not agree to these Terms, you must not use our website or services.

2. Our Services

Prime Sales Agency provides sales optimization and marketing services, including but not limited to:

• Sales funnel design, development, and optimization
• Email marketing automation and sequence creation
• Customer relationship management (CRM) integration
• Paid advertising management and optimization
• Analytics, reporting, and performance tracking
• Offer creation and value stack development
• Conversion rate optimization
• Strategic consulting and advisory services

2.1 Service Delivery

The specific services, deliverables, timelines, and pricing will be outlined in a separate Statement of Work (SOW) or Service Agreement signed by both parties. In the event of any conflict between these Terms and a signed SOW, the SOW shall prevail with respect to that specific engagement.

2.2 Service Modifications

We reserve the right to modify, suspend, or discontinue any aspect of our services at any time. For ongoing engagements, we will provide reasonable notice of any material changes that affect your service delivery.

3. Client Obligations

To ensure successful project delivery, you agree to:

3.1 Cooperation and Communication

• Provide timely and accurate information, materials, and feedback as requested
• Designate a primary point of contact with authority to make decisions
• Respond to communications within reasonable timeframes (typically 48-72 business hours)
• Attend scheduled calls and meetings

3.2 Access and Resources

• Provide necessary access to relevant accounts, platforms, and systems
• Ensure you have proper authorization for all materials you provide
• Maintain adequate advertising budgets as recommended

3.3 Compliance

• Ensure your business operations comply with applicable laws and regulations
• Provide accurate and truthful information about your products/services
• Not request services that would violate any laws or platform policies

3.4 Delays

Delays caused by your failure to fulfill these obligations may result in extended timelines, additional fees, or service suspension. We are not responsible for delays or performance issues resulting from your failure to meet these obligations.

4. Payment Terms

4.1 Fees and Pricing

Service fees are as specified in your signed Service Agreement or SOW. All fees are quoted in US Dollars unless otherwise specified. Prices are subject to change with 30 days' written notice for ongoing services.

4.2 Payment Schedule

• Monthly Retainers: Due on the 1st of each month, in advance
• Project-Based: 50% deposit upon signing, 50% upon completion (unless otherwise specified)
• Performance-Based: As outlined in your specific agreement

4.3 Payment Methods

We accept payment via credit card (Visa, Mastercard, American Express), ACH bank transfer, and wire transfer. Payments are processed securely through Stripe.

4.4 Late Payments

Invoices are due within 7 days of receipt unless otherwise specified. Late payments may incur:

• Interest at 1.5% per month on outstanding balances
• Suspension of services until payment is received
• Collection costs and reasonable attorney's fees if collection action is necessary

4.5 Taxes

All fees are exclusive of applicable taxes. You are responsible for all sales, use, VAT, or other taxes imposed by any jurisdiction.

5. Intellectual Property

5.1 Client Materials

You retain all ownership rights in materials you provide to us (logos, content, images, brand guidelines, etc.). You grant us a non-exclusive license to use these materials solely for the purpose of providing our services.

5.2 Deliverables

Upon full payment, you will own all custom deliverables created specifically for you, including:

• Custom funnel pages and landing pages
• Email copy and sequences written for you
• Custom graphics and design assets
• Campaign strategies developed for your business

5.3 Our Intellectual Property

We retain ownership of:

• Our proprietary methodologies, frameworks, and processes
• Pre-existing tools, templates, and software
• General knowledge and skills developed during our engagement
• Aggregated, anonymized data and insights

5.4 Third-Party Tools

Some deliverables may incorporate third-party software, templates, or tools. These remain subject to their respective licenses and terms of use.

5.5 Portfolio Rights

Unless otherwise agreed in writing, we may use your project in our portfolio, case studies, and marketing materials, without disclosing confidential business metrics.

6. Confidentiality

Both parties agree to maintain the confidentiality of Confidential Information disclosed during our engagement.

6.1 Definition

"Confidential Information" includes business strategies, financial information, customer data, technical specifications, marketing plans, and any information marked as confidential or that should reasonably be understood to be confidential.

6.2 Obligations

• Use Confidential Information only for purposes of the engagement
• Not disclose to third parties without prior written consent
• Protect Confidential Information with reasonable security measures
• Return or destroy Confidential Information upon request

6.3 Exceptions

Confidentiality obligations do not apply to information that is: publicly available, independently developed, rightfully received from third parties, or required to be disclosed by law.

7. Warranties and Disclaimers

7.1 Our Warranties

We warrant that:

• Services will be performed in a professional and workmanlike manner
• We have the right to enter into this agreement and provide the services
• Deliverables will not infringe on third-party intellectual property rights (to our knowledge)

7.2 Disclaimers

EXCEPT AS EXPRESSLY SET FORTH HEREIN, OUR SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU IN THE 12 MONTHS PRECEDING THE CLAIM.
• WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• WE ARE NOT LIABLE FOR ACTIONS OR DECISIONS MADE BY THIRD-PARTY PLATFORMS (FACEBOOK, GOOGLE, ETC.), INCLUDING ACCOUNT SUSPENSIONS, POLICY CHANGES, OR ALGORITHM UPDATES.

9. Indemnification

You agree to indemnify, defend, and hold harmless Prime Sales Agency LLC, its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney's fees) arising from:

• Your breach of these Terms
• Your violation of any law or third-party rights
• Materials you provide that infringe intellectual property rights
• Claims related to your products, services, or business practices
• Your use of deliverables in ways not contemplated by our agreement

10. Termination

10.1 Termination for Convenience

Either party may terminate an ongoing engagement with 30 days' written notice. Monthly retainer services will continue through the end of the paid period.

10.2 Termination for Cause

Either party may terminate immediately if the other party:

• Materially breaches these Terms and fails to cure within 15 days of notice
• Becomes insolvent, files for bankruptcy, or ceases operations
• Engages in illegal activity

10.3 Effect of Termination

Upon termination:

• You shall pay all fees for services rendered through the termination date
• We will deliver all completed deliverables upon payment
• Confidentiality, intellectual property, and limitation of liability provisions survive
• We will provide reasonable transition assistance upon request

11. Refund Policy

11.1 30-Day Money-Back Guarantee

For new monthly retainer clients, we offer a 30-day money-back guarantee. If you are not satisfied with our services within the first 30 days of your engagement, you may request a full refund of your first month's payment.

11.2 Conditions

• Request must be made in writing within 30 days of service start date
• You must have provided reasonable cooperation during the engagement
• The guarantee applies to the first month's retainer only
• Any third-party costs (ad spend, software fees) are non-refundable

11.3 Project-Based Work

For project-based engagements, refunds are at our discretion and will be prorated based on work completed. Deposits may be applied to work already performed.

12. Governing Law and Dispute Resolution

12.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of New Mexico, United States, without regard to its conflict of law principles.

12.2 Dispute Resolution

Any dispute arising from these Terms or our services shall first be attempted to be resolved through good-faith negotiation. If negotiation fails, the parties agree to submit to binding arbitration administered by the American Arbitration Association (AAA) in Albuquerque, New Mexico.

12.3 Class Action Waiver

You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

13. Changes to Terms

We reserve the right to modify these Terms at any time. We will provide notice of material changes by:

• Posting the updated Terms on our website
• Updating the "Last Updated" date
• Notifying active clients via email for material changes

Your continued use of our services after changes become effective constitutes acceptance of the revised Terms.

14. Contact Information

For questions about these Terms of Service, please contact us:

• Email: legal@primesalesagency.com
• General: info@primesalesagency.com
• Address: Prime Sales Agency LLC, 1209 Mountain Road PL NE STE R, Albuquerque, NM 87110, USA