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Terms &
Conditions

STANDARD TERMS AND CONDITIONS

Effective Date: June 15th, 2026

These Standard Terms and Conditions (“Terms”) apply to services provided by Think Donson, Inc. (“Think Donson,” “Agency,” “we,” “us,” or “our”) to business clients receiving digital marketing, website, design, development, hosting, consulting, creative, advertising, search engine optimization, content, maintenance, accessibility-related implementation, and related services.

These Terms are intended to establish the standard business terms that govern Think Donson’s services unless otherwise modified in a written proposal, statement of work, service agreement, invoice, or other written document issued or approved by Think Donson.

These Terms may be incorporated by reference into any proposal, invoice, pricing page, service description, email notice, project authorization, statement of work, or other client communication.

By requesting services, approving work, submitting payment, continuing to receive services, using deliverables, or continuing an active service relationship with Think Donson after notice of these Terms, Client acknowledges and agrees that these Terms apply to the services provided.

Think Donson may update these Terms from time to time. Updated Terms may be posted on Think Donson’s website, linked from Think Donson’s pricing page, provided by email, or otherwise made available to Client. Continued use of Think Donson’s services after updated Terms are made available constitutes acceptance of the updated Terms.

For existing clients, these Terms apply prospectively to services provided after notice of the updated Terms has been given, unless otherwise required by law or superseded by a separate written agreement signed by Think Donson.

Client should review these Terms carefully and consult its own legal, financial, regulatory, privacy, accessibility, advertising, or compliance advisors as needed.

1. Business Client Relationship

These Terms apply to services provided by Think Donson to business entities and organizations.

Client represents that it is receiving services for business purposes and not as a consumer.

2. Notice to Existing Clients

For existing clients, Think Donson may provide notice of updated Terms by email, invoice notice, website posting, pricing page link, client portal notice, or other reasonable communication method.

Unless Client has a separate written agreement signed by Think Donson that expressly supersedes these Terms, continued use of Think Donson’s services after notice of updated Terms constitutes acknowledgement and acceptance of the updated Terms for services provided after the notice date.

Client is not required to sign a separate copy of these Terms for them to apply to ongoing services, future services, renewals, monthly services, project work, support requests, or continued service relationships.

3. Scope of Services

Think Donson provides digital marketing, creative, design, development, hosting, consulting, advertising, and related services.

Services may include, but are not limited to:

  • website design and development;
  • Joomla website hosting and maintenance;
  • graphic design;
  • logo design;
  • print design;
  • digital advertising;
  • search engine optimization;
  • content creation;
  • email marketing;
  • social media marketing;
  • analytics and reporting;
  • marketing consulting;
  • campaign strategy;
  • accessibility-related implementation;
  • third-party software coordination;
  • artificial intelligence-assisted creative production; and
  • other related marketing, design, development, or consulting services.

Any services not expressly included in the applicable proposal, invoice, written scope of work, or service description are excluded unless separately approved in writing by Think Donson.

4. Proposal, Invoice, or Scope Controls

The applicable proposal, invoice, service description, estimate, statement of work, or written project authorization controls the specific services, pricing, deliverables, timelines, payment terms, and project assumptions for each engagement.

If there is a conflict between these Terms and a written proposal, invoice, or scope of work issued or approved by Think Donson, the written proposal, invoice, or scope of work shall control only as to the specific business terms expressly stated in that document.

These Terms shall control in all other respects.

5. Client Responsibilities

Client is responsible for providing timely cooperation, approvals, information, access, credentials, content, images, brand assets, copy, data, feedback, and other materials reasonably required for Think Donson to perform the services.

Client is responsible for:

  1. coordinating all internal decision-making;
  2. ensuring that all Client stakeholders review and approve deliverables in a timely manner;
  3. providing complete and accurate content, copy, images, logos, credentials, and business information;
  4. ensuring that all Client-provided materials are legally authorized for use;
  5. reviewing and approving all proofs, drafts, copy, designs, campaigns, ads, websites, reports, and other deliverables before publication, launch, production, printing, or distribution;
  6. providing final proofreading;
  7. obtaining any required legal, regulatory, industry, accessibility, privacy, advertising, or compliance review applicable to Client’s business;
  8. paying all separately approved third-party costs, licenses, subscriptions, advertising spend, stock assets, software fees, domain fees, hosting fees, printing fees, and other project-related expenses; and
  9. complying with all applicable laws, regulations, platform rules, advertising policies, and third-party terms of service.

Think Donson is not responsible for delays, errors, omissions, missed deadlines, increased costs, or performance issues caused by Client’s failure to provide timely materials, feedback, approvals, access, or information.

6. Design and Development Process

After the initial consultation and receipt of required Client materials, Think Donson may provide a preliminary concept, draft, proof, design, mockup, campaign structure, website concept, or other initial deliverable.

Think Donson will proceed toward completion after Client approves the applicable preliminary concept, project direction, design, scope, or other project milestone.

All requested changes to a project must be submitted in writing through the project management system, email, or other written communication channel designated by Think Donson.

Think Donson may treat oral instructions as non-binding unless confirmed in writing.

7. Content Deadlines for Design Projects

For all design, print, website, creative, and production projects, Client must provide all required content, copy, images, data, approvals, and supporting materials no later than ten calendar days before the applicable publish date, production date, print date, launch date, delivery date, or project due date.

If Client provides required content or materials fewer than ten calendar days before the applicable deadline, Think Donson may, in its discretion:

  1. adjust the project deadline;
  2. decline to guarantee the original deadline;
  3. charge an expedited production fee equal to 1.25 times Think Donson’s published hourly rate for the applicable work; and/or
  4. require a revised scope, timeline, or written change authorization.

Think Donson is not responsible for missed deadlines, production delays, launch delays, printing delays, publication delays, or campaign delays caused by late Client content, late Client feedback, incomplete materials, missing approvals, or delayed access.

8. Rush Policy

Think Donson will make reasonable efforts to accommodate rush requests when capacity allows.

A “Rush Job” means any project, task, request, revision, deliverable, launch, publication, print item, campaign, or other work request submitted to Think Donson forty-eight hours or less before the requested deadline.

Rush Jobs are subject to Think Donson’s availability and are not guaranteed unless expressly accepted by Think Donson in writing.

If Think Donson accepts a Rush Job, Client will be charged a rush fee equal to fifty percent of the agreed cost for the applicable work, in addition to all standard project fees, hourly fees, production fees, vendor fees, advertising spend, or other applicable charges.

Think Donson is not responsible for missed deadlines where materials, content, approvals, access, information, or feedback from Client are not received in a timely manner.

9. Revisions and Change Orders

Unless otherwise stated in the applicable proposal, revisions are limited to reasonable modifications within the original approved scope.

Changes that materially alter the scope, complexity, schedule, strategy, functionality, design direction, deliverables, assumptions, or required labor may be treated as additional work and billed separately.

Additional work may include, but is not limited to:

  • new design directions after approval of an initial concept;
  • structural website changes after development has begun;
  • additional pages, features, forms, integrations, or functionality;
  • additional rounds of revisions;
  • rewritten content after approval;
  • campaign restructuring;
  • changes caused by inaccurate or incomplete Client information;
  • changes required by third-party platforms, vendors, software, or policies;
  • urgent or after-hours work; and
  • work outside the agreed scope.

Think Donson may require written approval of a change order before performing additional work.

10. Approval of Final Artwork, Copy, Campaigns, and Deliverables

Think Donson takes reasonable care to avoid errors. However, Think Donson accepts no responsibility for typographical errors, spelling mistakes, factual inaccuracies, incorrect information, compliance issues, design oversights, print errors, publication errors, or other defects in any project after Client approval.

Client is solely responsible for proofreading, reviewing, testing, verifying, and approving all final copy, artwork, proofs, campaigns, websites, ads, files, designs, print materials, and other deliverables before they are printed, published, launched, installed, implemented, distributed, or placed into production.

Email approval, written approval, approval through Think Donson’s project management system, approval through a designated Client representative, payment authorization, or any other written confirmation by Client shall be conclusive evidence of Client’s approval.

No refunds, credits, or free reprints will be provided for errors, omissions, inaccuracies, or oversights after Client has approved the applicable deliverable for print, production, launch, publication, implementation, or installation.

11. Final Deliverable Formats

Unless otherwise stated in the applicable proposal, Think Donson may provide final deliverables in the following formats:

  1. Final logo files may be provided as EPS and PDF files.
  2. Final digital design files may be provided as PNG or JPEG files.
  3. Final print design files may be provided as high-resolution PDF files.
  4. Website deliverables may be provided through launch, deployment, hosting access, publication, or other method determined by Think Donson.

Think Donson does not provide source files, layered design files, editable production files, native application files, development files, raw files, working files, project files, internal notes, prompts, preliminary concepts, unused concepts, or production files.

This includes, without limitation, Adobe Illustrator files, Photoshop files, InDesign files, Canva source files, Figma files, raw development files, editable design templates, working layouts, source artwork, internal strategy documents, and other production materials used by Think Donson to create final deliverables.

Final approved deliverables are provided for Client’s business use. Think Donson’s internal working files, production methods, templates, systems, and source materials remain the property of Think Donson.

12. Monthly Services and Cancellation

Monthly services may include, but are not limited to, hosting, maintenance, SEO, digital marketing, reporting, advertising management, content support, social media management, consulting, accessibility-related implementation, software coordination, and other recurring services.

If Client wishes to cancel any monthly service with Think Donson, Client must provide at least thirty days’ written notice by email.

Cancellation will be effective thirty days after Think Donson receives the written cancellation notice unless a later cancellation date is requested by Client and accepted by Think Donson.

Billing for monthly services will be prorated based on the thirty-day notice period.

Client remains responsible for all fees, costs, advertising spend, third-party charges, software fees, hosting fees, vendor fees, and approved expenses incurred through the effective cancellation date.

Cancellation of one monthly service does not automatically cancel other services unless expressly stated in Client’s written cancellation notice.

13. Payment Terms

Client shall pay all amounts due according to the pricing, deposit requirements, billing schedule, payment deadlines, and terms stated in the applicable proposal, invoice, statement of work, or written authorization.

Unless otherwise stated in writing:

  1. project work may require a deposit before work begins;
  2. final payment may be required before launch, publication, delivery, file release, access transfer, or implementation;
  3. recurring monthly services are billed in advance;
  4. separately approved third-party costs may be billed separately;
  5. advertising spend is separate from management fees unless expressly stated otherwise;
  6. unpaid invoices may result in suspension of work; and
  7. late payments may delay project timelines.

Think Donson may suspend services, withhold deliverables, pause campaigns, disable access, delay launch, or stop work if Client fails to make timely payment.

Client shall not withhold payment because of delays, issues, or disputes caused by Client’s own failure to provide timely content, feedback, access, approval, or payment.

14. Third-Party Costs, Tools, and Outside Expenses

Think Donson’s pricing often includes ordinary tools, resources, and production methods that Think Donson uses in the normal course of providing services.

However, some projects may require third-party costs, licenses, subscriptions, advertising spend, media placements, printing, software, stock assets, domain fees, hosting fees, accessibility tools, specialty plugins, premium integrations, or outside vendor services that are not included in standard service pricing.

When a third-party cost is material, unusual, client-specific, optional, or outside the ordinary scope of services, Think Donson may request Client approval before the cost is incurred.

Examples of third-party costs that may require separate approval or billing include:

  1. domain registration or renewal fees;
  2. premium software, plugins, extensions, or integrations requested for Client’s project;
  3. paid stock photography, video, music, illustration, or font licenses;
  4. printing, shipping, signage, or physical production costs;
  5. paid advertising spend or media placement;
  6. specialized accessibility tools or third-party compliance platforms;
  7. CRM, email marketing, analytics, automation, or marketing software subscriptions;
  8. third-party development, technical support, or vendor services; and
  9. other client-specific expenses outside Think Donson’s ordinary service delivery.

Client is responsible for any separately approved third-party costs.

Think Donson is not responsible for changes in third-party pricing, availability, terms, functionality, renewal costs, licensing restrictions, platform rules, or service interruptions.

15. Domain Registration

Think Donson may secure a domain name or URL for Client at Client’s request.

Domain registration charges, renewal charges, transfer charges, privacy protection fees, DNS fees, and related costs may be included in Client’s service pricing or billed separately, depending on the applicable service plan, proposal, or written scope.

If Client has an existing domain name, Think Donson may coordinate redirecting, pointing, connecting, or transferring the domain to the applicable website or hosting provider, subject to Client providing timely access, authorization, and credentials.

Think Donson is not responsible for domain expiration, loss of domain ownership, DNS interruption, email interruption, propagation delays, registrar issues, transfer delays, or third-party domain disputes unless directly caused by Think Donson’s gross negligence or willful misconduct.

16. Website Hosting and Maintenance

Think Donson directly hosts Joomla websites only.

If Client’s Joomla website is hosted by Think Donson, the website may be hosted through SiteGround or another hosting provider selected by Think Donson. Hosting is subject to the applicable hosting provider’s terms, policies, uptime limitations, acceptable use policies, security rules, and service limitations.

For Joomla websites hosted by Think Donson, hosting services may include periodic updates to Joomla core, Joomla components, Joomla plugins, and related Joomla website software, depending on the service plan and scope of services purchased by Client.

Think Donson can only perform covered Joomla hosting, maintenance, and update services when the Client’s Joomla website is hosted within an account, platform, or environment managed by Think Donson.

Think Donson may perform work on WordPress websites, but Think Donson does not directly host WordPress websites and does not perform WordPress core updates, WordPress plugin updates, WordPress theme updates, WordPress security updates, WordPress hosting maintenance, WordPress server administration, or WordPress hosting management unless separately agreed in a specific written scope approved by Think Donson.

WordPress websites are hosted by third-party providers outside Think Donson’s direct hosting environment. Client is responsible for WordPress hosting, WordPress updates, WordPress plugin maintenance, WordPress theme maintenance, WordPress security, backups, server performance, uptime, malware protection, compatibility issues, and hosting-provider support.

If Client chooses or uses a hosting provider not managed by Think Donson, Think Donson is not responsible for hosting, maintenance, updates, backups, security monitoring, server performance, plugin conflicts, software compatibility, malware, outages, downtime, or technical issues caused by the hosting environment, third-party software, third-party vendors, or Client-controlled access.

Think Donson does not guarantee uninterrupted website availability, error-free hosting, immunity from hacking, immunity from malware, search engine ranking, page speed, third-party software compatibility, or continued functionality of third-party plugins, extensions, integrations, platforms, or tools.

17. Stock Photography and Licensed Assets

Client shall pay for any separately approved stock photography, stock video, stock illustration, music, font, template, or other licensed asset required for a project unless included in the applicable service pricing, proposal, or written scope.

Client must approve the asset and asset price before purchase when approval is reasonably practical.

For Adobe Stock assets, Client will have the rights provided under the applicable Adobe Stock standard license or other license purchased for the project.

Client is responsible for complying with all license terms applicable to stock assets, including restrictions on resale, redistribution, modification, transfer, print quantity, advertising use, merchandise use, AI training use, and other usage limitations.

Think Donson does not provide legal advice regarding asset licensing and does not warrant that any stock asset is suitable for Client’s particular legal, regulatory, advertising, trademark, or commercial use.

18. Accessibility-Related Services

Think Donson may provide accessibility-related implementation, software coordination, design support, website adjustments, third-party accessibility tool setup, or related services.

Client acknowledges that accessibility laws, regulations, technical standards, enforcement positions, and legal interpretations may vary by jurisdiction, industry, website type, user need, and factual circumstance.

Think Donson does not provide legal advice and does not guarantee that any website, digital property, content, tool, plugin, overlay, accessibility solution, or related service will satisfy the Americans with Disabilities Act, WCAG standards, Section 508, state accessibility laws, international accessibility laws, or any other legal, regulatory, or technical accessibility requirement.

Client is responsible for obtaining legal review, accessibility audits, compliance opinions, remediation advice, or other professional guidance from qualified accessibility consultants or legal counsel when needed.

Third-party accessibility tools, including accessiBe or similar solutions, are subject to the third-party provider’s own terms, limitations, functionality, claims, warranties, and service performance. Think Donson is not responsible for the legal sufficiency, technical effectiveness, continued functionality, claims, limitations, or compliance status of any third-party accessibility product or service.

19. Artificial Intelligence-Assisted Assets

Think Donson may use artificial intelligence tools, generative AI systems, automation tools, machine learning systems, image generation tools, text generation tools, editing tools, research tools, or similar technologies in connection with the services.

AI-assisted assets may include, but are not limited to:

  • draft copy;
  • design concepts;
  • images;
  • illustrations;
  • visual treatments;
  • campaign ideas;
  • headline options;
  • content outlines;
  • social media concepts;
  • advertising variations;
  • research summaries;
  • image edits;
  • video concepts;
  • code assistance; and
  • other creative, strategic, or production support.

Client acknowledges that laws, regulations, platform rules, copyright treatment, ownership rights, licensing rights, disclosure obligations, and commercial usage standards relating to AI-generated or AI-assisted assets are developing and may vary by jurisdiction, platform, industry, and use case.

Think Donson does not warrant that AI-generated or AI-assisted assets are copyrightable, exclusively owned by Client, free from similarity to third-party works, eligible for trademark protection, compliant with all industry regulations, or suitable for every commercial use.

Think Donson will use commercially reasonable judgment when incorporating AI-assisted assets into Client work, but Client remains responsible for reviewing and approving all AI-assisted deliverables before use, publication, distribution, filing, advertising, printing, or launch.

Client shall not use AI-assisted assets in any unlawful, misleading, defamatory, infringing, discriminatory, deceptive, regulated, or prohibited manner.

Client agrees to defend, indemnify, and hold harmless Think Donson from and against any claims, demands, liabilities, damages, losses, costs, expenses, settlements, judgments, penalties, and attorneys’ fees arising out of or related to:

  1. Client’s use, publication, distribution, approval, modification, or commercialization of AI-generated or AI-assisted assets;
  2. Client’s instructions, prompts, inputs, materials, data, images, likenesses, trademarks, copy, or other content provided for use in AI-assisted work;
  3. Client’s failure to obtain required rights, releases, consents, licenses, approvals, or legal review;
  4. claims that Client’s use of AI-assisted assets violates third-party rights, platform rules, advertising rules, privacy rights, publicity rights, intellectual property rights, or applicable law;
  5. Client’s use of AI-assisted assets after approval by Client; and
  6. any AI-related disclosure, compliance, labeling, regulatory, or industry-specific requirement applicable to Client’s business.

This indemnity shall not apply to the extent a claim is finally determined by a court of competent jurisdiction to have resulted from Think Donson’s gross negligence or willful misconduct.

20. Client-Provided AI Assets

Client may provide AI-generated or AI-assisted text, images, artwork, prompts, designs, concepts, code, audio, video, or other materials for use in a project.

Think Donson reserves the right, in its sole professional discretion, to reject, decline, modify, replace, or refuse to use any AI-generated or AI-assisted asset provided by Client.

Reasons for rejection may include, but are not limited to:

  • poor quality;
  • technical incompatibility;
  • suspected infringement;
  • unclear ownership;
  • lack of licensing documentation;
  • inability to verify commercial usage rights;
  • brand inconsistency;
  • factual inaccuracy;
  • reputational risk;
  • legal risk;
  • platform policy risk;
  • ethical concerns;
  • privacy or publicity concerns;
  • prohibited content;
  • misleading content;
  • discriminatory content;
  • unsafe content;
  • inappropriate content;
  • formatting limitations; or
  • unsuitability for the intended use.

Client represents and warrants that Client owns or has sufficient rights, licenses, consents, and authority to provide all AI-generated or AI-assisted assets submitted to Think Donson.

Client agrees to defend, indemnify, and hold harmless Think Donson from and against any claims, liabilities, damages, losses, costs, expenses, and attorneys’ fees arising out of or related to Client-provided AI assets.

21. Client Materials, Rights, and Warranties

Client represents and warrants that:

  1. Client owns all rights, title, and interest in, or otherwise has full rights and authority to permit the use of, all Client-provided artwork, copy, images, logos, trademarks, service marks, trade names, business information, data, videos, audio, text, testimonials, reviews, website content, advertising materials, AI assets, and other materials;
  2. Client-provided materials do not infringe, misappropriate, or violate any copyright, trademark, trade secret, privacy right, publicity right, contractual right, license right, or other right of any third party;
  3. Client has obtained all necessary rights, licenses, permissions, consents, releases, and approvals for Think Donson to use Client-provided materials;
  4. Client-provided information is accurate, complete, lawful, and not misleading;
  5. Client will comply with all third-party licensing agreements governing the use of any third-party materials;
  6. Client will comply with all laws, regulations, industry rules, platform policies, advertising standards, privacy rules, accessibility obligations, and compliance obligations applicable to Client’s business; and
  7. Client has authority to accept these Terms and approve the services.

Client agrees to defend, indemnify, and hold harmless Think Donson from and against any damages, liabilities, costs, losses, expenses, claims, demands, actions, settlements, judgments, penalties, and attorneys’ fees arising out of or related to any breach of Client’s responsibilities, obligations, representations, or warranties under these Terms.

Client shall provide Think Donson prompt written notice of any potential claim within thirty days of discovery.

Think Donson shall have the right to approve counsel, approve settlement, participate in the defense, and take sole and exclusive control of its defense if Think Donson reasonably believes such control is necessary to protect its business, goodwill, reputation, rights, or operations.

22. Intellectual Property and License Grant

Upon full payment of all amounts due, Think Donson grants Client an exclusive, royalty-free license to use the final approved deliverables created specifically for Client under the applicable project scope for Client’s ordinary business purposes.

However, Think Donson retains ownership of:

  • copyrights in preliminary concepts;
  • unused designs;
  • rejected concepts;
  • source files;
  • working files;
  • templates;
  • frameworks;
  • internal processes;
  • strategies;
  • methodologies;
  • source code;
  • original artwork or component parts;
  • design systems;
  • development tools;
  • reusable code;
  • non-client-specific materials;
  • know-how;
  • prompts;
  • automation systems;
  • campaign structures;
  • internal documents;
  • analytics templates;
  • reporting formats;
  • project management materials;
  • and other materials developed or owned by Think Donson independently of Client’s final approved deliverables.

Nothing produced by Think Donson or provided to Client shall constitute or be construed as a “work made for hire” or “joint work” under the United States Copyright Act, 17 U.S.C. § 101 et seq., unless expressly agreed in a separate written instrument signed by Think Donson.

Client may not resell, sublicense, redistribute, reproduce, modify, reverse engineer, transfer, or use Think Donson’s underlying tools, source files, source code, templates, systems, processes, strategies, or working files except as expressly permitted in writing.

23. Access Credentials and Administrative Control

Usernames, passwords, logins, and credentials created in connection with a project may be shared with Client as they are created, except where restricted by third-party platform terms, security practices, hosting environment limitations, or Think Donson account structure.

Administrative access, cPanel access, hosting access, source access, or similar technical control may be withheld until Client has paid all amounts due in full.

Think Donson is not required to provide access to accounts, systems, software, platforms, hosting environments, code repositories, design files, or administrative tools owned, licensed, or controlled by Think Donson.

Client is responsible for maintaining the security of credentials provided to Client and for all activity conducted through Client-controlled accounts.

24. Design Credit and Promotion

Client agrees that Think Donson may place a byline, footer credit, or similar attribution on websites designed, developed, maintained, or supported by Think Donson.

Client authorizes Think Donson to post samples, excerpts, screenshots, renderings, photographs, video footage, digital clips, images, artwork, campaign examples, project summaries, and other deliverables created in connection with Client’s project on Think Donson’s website, social media, portfolio, presentations, proposals, marketing materials, case studies, and promotional materials.

This authorization may include use of Client’s name, logo, trademarks, website screenshots, project visuals, and other Client intellectual property solely for Think Donson’s marketing, portfolio, and promotional purposes.

Client grants Think Donson a perpetual, worldwide, royalty-free license to use such materials for the marketing and promotion of Think Donson’s goods and services.

If Client objects to a design credit or promotional use, Think Donson may review the request and adjust where appropriate.

25. Marketing Performance Disclaimer

Client acknowledges that marketing, advertising, SEO, social media, design, website performance, lead generation, conversion optimization, and digital strategy outcomes depend on many factors outside Think Donson’s control.

Think Donson does not guarantee:

  • specific search engine rankings;
  • specific traffic levels;
  • specific lead volume;
  • specific sales volume;
  • specific revenue;
  • specific conversion rates;
  • specific advertising costs;
  • specific return on ad spend;
  • specific return on investment;
  • uninterrupted platform access;
  • approval of ads by third-party platforms;
  • continued availability of third-party tools;
  • algorithmic treatment by search engines or social platforms; or
  • business results.

Think Donson may provide strategy, execution, recommendations, reporting, analysis, and optimization, but Client remains responsible for business decisions, sales processes, pricing, offer structure, fulfillment, customer service, compliance, and overall business performance.

26. Third-Party Platforms and Accounts

The services may depend on third-party platforms, including but not limited to Google, Meta, LinkedIn, TikTok, X, YouTube, Yelp, Mailchimp, Constant Contact, HubSpot, WordPress, Joomla, Shopify, Adobe, Canva, SiteGround, accessiBe, analytics platforms, advertising platforms, CRM tools, email platforms, and other vendors.

Think Donson is not responsible for:

  • third-party outages;
  • platform policy changes;
  • account suspensions;
  • rejected ads;
  • disabled accounts;
  • software bugs;
  • API changes;
  • changes to pricing;
  • changes to platform functionality;
  • loss of data;
  • changes in search algorithms;
  • changes in social media algorithms;
  • plugin conflicts;
  • software incompatibility;
  • security incidents caused by third parties;
  • or any act or omission of a third-party provider.

Client is responsible for complying with all third-party platform terms, policies, billing requirements, account rules, and advertising standards.

27. Confidentiality

Each party may receive confidential or proprietary information from the other party.

The receiving party shall use reasonable efforts to protect confidential information and shall not disclose it to third parties except as necessary to perform the services, comply with law, use subcontractors or vendors, enforce these Terms, or operate its business.

Confidential information does not include information that is publicly available, independently developed, already known, rightfully received from a third party, or required to be disclosed by law.

28. Suspension of Services

Think Donson may suspend work, services, hosting support, campaign management, publication, launch, file delivery, or account support if:

  1. Client fails to pay amounts when due;
  2. Client fails to provide required materials, feedback, approvals, credentials, or access;
  3. Client requests work outside the agreed scope without approving additional fees;
  4. Client uses services or deliverables unlawfully;
  5. Client violates these Terms;
  6. Client creates unreasonable risk to Think Donson, its vendors, its accounts, its reputation, or its operations; or
  7. continued performance becomes commercially unreasonable.

Suspension does not waive Think Donson’s right to payment.

29. Termination

Either party may terminate services as provided in the applicable proposal, statement of work, monthly service terms, written scope, or service description.

For monthly services, Client must provide thirty days’ written notice by email.

For project-based services, Client may terminate the project by written notice, but Client remains responsible for payment for all work performed, time incurred, third-party costs, approved expenses, non-cancellable commitments, and work in progress through the termination date.

Think Donson may terminate services upon written notice if Client fails to pay, materially breaches these Terms, fails to cooperate, creates legal or reputational risk, requests unlawful or unethical work, or otherwise prevents Think Donson from reasonably performing the services.

Upon termination, Think Donson may withhold final deliverables, files, access, credentials, launch, publication, transfer, or administrative control until all outstanding amounts are paid in full.

30. Disclaimer of Warranties

THINK DONSON EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, PERFORMANCE, COMPLIANCE WITH LAWS, COMPLIANCE WITH GOVERNMENT RULES OR REGULATIONS, AND UNINTERRUPTED OR ERROR-FREE OPERATION.

THE SERVICES AND WORK PRODUCT OF THINK DONSON ARE PROVIDED “AS IS” AND “AS AVAILABLE,” EXCEPT AS EXPRESSLY STATED IN WRITING.

CLIENT IS RESPONSIBLE FOR DETERMINING WHETHER THE SERVICES AND DELIVERABLES ARE SUITABLE FOR CLIENT’S INTENDED BUSINESS, LEGAL, REGULATORY, COMMERCIAL, TECHNICAL, AND OPERATIONAL PURPOSES.

31. Limitation of Liability

IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF THINK DONSON TO CLIENT FOR DAMAGES FOR ANY AND ALL CLAIMS, CAUSES, LOSSES, OR LIABILITIES WHATSOEVER, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE, SHALL BE LIMITED TO THE NET PROFIT ACTUALLY RECEIVED BY THINK DONSON FROM THE SPECIFIC PROJECT OR SERVICE GIVING RISE TO THE CLAIM.

IN NO EVENT SHALL THINK DONSON BE LIABLE FOR LOST DATA, LOST CONTENT, LOST PROFITS, LOST REVENUE, BUSINESS INTERRUPTION, LOSS OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY, PLATFORM SUSPENSION, SEARCH RANKING CHANGES, ADVERTISING ACCOUNT DISRUPTION, OR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE SERVICES, DELIVERABLES, MATERIALS, OR THESE TERMS, EVEN IF THINK DONSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE LIMITATIONS IN THIS SECTION APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

32. Indemnification by Client

Client agrees to defend, indemnify, and hold harmless Think Donson, its owners, officers, directors, employees, contractors, vendors, representatives, successors, and assigns from and against any claims, demands, damages, liabilities, losses, costs, expenses, judgments, settlements, penalties, and attorneys’ fees arising out of or related to:

  1. Client-provided materials;
  2. Client’s products or services;
  3. Client’s business practices;
  4. Client’s instructions or approvals;
  5. Client’s use of deliverables;
  6. Client’s website, advertising, marketing, claims, offers, or promotions;
  7. Client’s violation of law, regulation, platform policy, or third-party terms;
  8. Client’s breach of these Terms;
  9. Client’s violation of intellectual property, privacy, publicity, contractual, or other third-party rights;
  10. Client’s use of AI-generated or AI-assisted assets;
  11. Client’s failure to obtain legal, regulatory, advertising, accessibility, privacy, or industry-specific review; and
  12. claims arising after Client approval, publication, launch, printing, distribution, or implementation.

33. Attorneys’ Fees and Collection Costs

If Think Donson commences legal action, arbitration, collection activity, or other proceeding to enforce these Terms, collect unpaid amounts, recover damages, or protect its rights, Think Donson shall be entitled to recover its costs, reasonable attorneys’ fees, collection fees, court costs, expert fees, and any other available remedy.

34. Independent Contractor

Think Donson performs services as an independent contractor.

Nothing in these Terms creates a partnership, joint venture, employment relationship, fiduciary relationship, franchise relationship, or agency relationship between the parties.

Think Donson retains sole discretion over the manner and means of performing the services, subject to the agreed scope of work.

35. Force Majeure

Think Donson shall not be liable for delay or failure to perform caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, fire, flood, storms, war, terrorism, civil unrest, labor disputes, power outages, internet outages, cyberattacks, hosting outages, software outages, platform outages, vendor delays, supply chain issues, illness, government action, changes in law, or third-party service interruptions.

36. Notices

Notices under these Terms must be provided in writing.

Cancellation notices for monthly services must be sent by email to the email address designated by Think Donson for client communications or billing.

Notices are effective upon receipt unless otherwise stated in these Terms.

37. Assignment

Client may not assign, transfer, or delegate its service relationship with Think Donson without Think Donson’s prior written consent.

Think Donson may assign its rights or obligations in connection with a merger, acquisition, corporate reorganization, sale of assets, transfer of business operations, or use of subcontractors or vendors to perform services.

38. Severability

If any provision of these Terms is found to be invalid, unlawful, or unenforceable, the remaining provisions shall remain in full force and effect.

The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent as closely as possible.

39. Governing Law and Venue

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

Any legal action or proceeding arising out of or relating to these Terms, the services, or the relationship between Client and Think Donson shall be brought exclusively in the state or federal courts located in Florida, unless otherwise required by law.

Client consents to personal jurisdiction and venue in such courts.

40. Entire Terms

These Terms, together with the applicable proposal, invoice, statement of work, written authorization, service description, pricing page, or other document incorporated by reference, constitute the standard terms applicable to Think Donson’s services.

These Terms supersede prior standard terms, policies, or service conditions unless a separate written agreement signed by Think Donson expressly provides otherwise.

Think Donson may modify these Terms by providing notice through email, website posting, pricing page link, invoice notice, client portal notice, or other reasonable communication method.

Continued use of Think Donson’s services after updated Terms are made available constitutes acceptance of the updated Terms.

41. Acknowledgment

By requesting services, approving work, submitting payment, continuing to receive services, using deliverables, or continuing an active service relationship with Think Donson after notice of these Terms, Client acknowledges that these Terms apply to services provided by Think Donson.