STANDOUTLY TERMS OF USE

Effective Date: March 20, 2025

Welcome to Standoutly, a service owned and operated by Solution Source LLC ("Standoutly," "we," "us," or "our"). These Terms of Use ("Terms") govern your access to and use of the Standoutly website, our proprietary software, and our suite of digital marketing services (collectively, the "Services"). By engaging our Services, you ("Client," "you," or "your") agree to be bound by these Terms.

1. SERVICES PROVIDED

Standoutly provides digital marketing, software, and web development services, which may include:

Website Creation & Hosting: Design, development, and maintenance of customized websites.

AI Chatbots: Deployment and integration of artificial intelligence chatbots for website customer service and lead capture.

Marketing Management: Creation, management, and optimization of Pay-Per-Click (PPC) campaigns and Meta (Facebook/Instagram) advertising.

Review Generator: Software tools designed to facilitate and streamline the process of acquiring customer reviews.

2. CLIENT RESPONSIBILITIES

To ensure the successful delivery of our Services, you agree to:

Provide Timely Access: Grant Standoutly the necessary access to your website CMS, domain registrar, Google Ads accounts, Meta Business Manager, and other required platforms.

Supply Content: Provide all necessary logos, brand assets, text, and images required for website creation and ad campaigns. You warrant that you own or have the rights to use all materials provided to us.

Platform Compliance: Ensure your business complies with the terms of service of third-party platforms we use on your behalf.

3. FEES, BILLING, AND AD SPEND

Service Fees: Fees for Standoutly’s Services (e.g., retainer fees, setup fees, software subscriptions) will be outlined in your specific Statement of Work (SOW) or checkout agreement.

Ad Spend is Separate: Management fees paid to Standoutly do not include actual advertising spend. You are directly responsible for funding your ad accounts (Google, Meta, etc.) and paying those third-party platforms directly for the cost of clicks and impressions.

Payment Terms: Subscription and retainer fees are billed in advance on a monthly basis. Failure to pay invoices on time may result in the immediate suspension of Services, including pausing ad campaigns and disabling software tools.

4. AI CHATBOT EXPERIMENTAL NATURE AND ASSUMPTION OF RISK

Client acknowledges and agrees that artificial intelligence (AI) and machine learning technologies are rapidly evolving, experimental, and prone to unpredictable behavior, including generating inaccurate, nonsensical, or entirely fabricated information (often referred to as "hallucinations"). Standoutly provides AI chatbot services strictly on an "AS IS" basis.

Client bears the sole responsibility for monitoring the chatbot's interactions with its customers. Standoutly shall have absolutely no liability for any statements, promises, discounts, offensive language, or erroneous information provided by the AI chatbot to the Client’s customers or website visitors. Client expressly waives any claims against Standoutly arising from the chatbot’s performance, including but not limited to lost revenue, reputational damage, or customer disputes.

5. ADVERTISING PERFORMANCE AND THIRD-PARTY PLATFORMS

Standoutly provides marketing management services utilizing third-party platforms whose algorithms, rules, and market dynamics are entirely outside of our control.

Standoutly explicitly disclaims any and all guarantees regarding financial outcomes, return on ad spend (ROAS), lead volume, cost per acquisition (CPA), or sales. Client acknowledges that digital advertising inherently involves financial risk and that ad campaigns may result in a total loss of ad spend. Standoutly shall not be held liable for any "wasted" advertising spend, account suspensions by third-party platforms (e.g., Google or Meta banning an ad account), or poor campaign performance, regardless of the marketing strategies deployed by Standoutly.

6. REVIEW GENERATOR COMPLIANCE

If you utilize the Standoutly Review Generator, you agree to use it in compliance with all applicable laws and the policies of the respective review platforms (e.g., Google Business Profile, Yelp). You agree not to use the tool to engage in "review gating" (selectively soliciting positive reviews while suppressing negative ones) if prohibited by the target platform, or to incentivize reviews in a manner that violates Federal Trade Commission (FTC) guidelines.

7. INTELLECTUAL PROPERTY

Client Ownership: Upon full payment of all design and development fees, you retain ownership of the final website design, client-provided content, and your domain name.

Standoutly Ownership: Standoutly retains all proprietary rights, title, and interest in and to our proprietary software, AI chatbot programming, review generator code, workflows, and internal marketing strategies used to deliver the Services.

8. GENERAL DISCLAIMERS

STANDOUTLY PROVIDES THE SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR THAT DEFECTS WILL BE CORRECTED.

9. MAXIMUM AGGREGATE LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SOLUTION SOURCE LLC (DBA STANDOUTLY), ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION.

EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, STANDOUTLY’S TOTAL CUMULATIVE LIABILITY TO CLIENT FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, OR THE AI CHATBOT—WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE—SHALL BE STRICTLY LIMITED TO THE TOTAL AMOUNT OF SERVICE FEES (EXCLUDING ANY AD SPEND) ACTUALLY PAID BY CLIENT TO STANDOUTLY IN THE ONE (1) MONTH IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. INDEMNIFICATION

To the maximum extent permitted by law, Client agrees to unconditionally defend, indemnify, and hold harmless Solution Source LLC (dba Standoutly), its officers, directors, employees, contractors, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to reasonable attorney's fees) arising from: a. Client's use of or inability to use the Services; b. Any claims brought by Client's customers or website visitors resulting from interactions with the Standoutly AI Chatbot; c. Any claims related to false advertising, copyright infringement, or trademark violations stemming from content, images, or offers provided by the Client for use in ad campaigns or on websites; d. Client's violation of any third-party platform policies (including Google, Meta, or review platforms); e. Client's breach of any provision of these Terms.

11. TERMINATION

Either party may terminate the Services with a standard thirty (30) day written notice, unless a different term is specified in your SOW. Upon termination:

You must pay for all Services rendered up to the date of termination.

Standoutly will transfer administrative control of ad accounts and websites back to you (provided all invoices are paid in full).

Access to proprietary Standoutly software (AI chatbots, Review Generator) will be immediately deactivated. You are responsible for removing Standoutly installation code from your site.

12. GOVERNING LAW AND DISPUTE RESOLUTION

These Terms shall be governed and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law provisions. Any dispute arising out of or relating to these Terms or the Services shall be resolved exclusively by binding arbitration in Laguna Beach, California, in accordance with the commercial arbitration rules of the American Arbitration Association.