Terms & Conditions

 1) Introduction

These Terms & Conditions (“Terms”) govern the relationship between Nuro Solutions LLC (“Nuro Solutions,” “we,” “us,” “our”) and the client identified in the applicable Statement of Work, Order, or Proposal (“Client,” “you”). By signing a Statement of Work with Nuro (“SOW”), paying an invoice, or using our Services, you agree to these Terms.

2) Services

Nuro provides digital marketing and AI‑enabled solutions, which may include: (a) paid media strategy and buying (Meta, Google, TikTok, LinkedIn, programmatic); (b) SEO/ASO/Local listings; (c) content production and creative; (d) CRM, marketing automation, and AI agents/workflows; (e) analytics, tracking, and reporting; (f) branding and design.

We may update or modify Services to improve performance. Any scope, deliverables, and SLAs are defined in the SOW.

Third‑Party Platforms

We may create, manage, and submit information to third‑party platforms and publishers (e.g., Google, Microsoft/Bing, Meta, TikTok, LinkedIn, YouTube, Yelp, Apple Maps, Waze, local directories, CRM tools) and you agree to their applicable terms. Those terms are incorporated by reference, and platform changes may affect performance and/or cost.

3) Client Materials & Approvals

You grant Nuro a non‑exclusive, royalty‑free license to use your materials (copy, images, videos, logos, marks, testimonials, product data, business info, landing pages, feeds) for the sole purpose of providing the Services. You represent and warrant that (i) the materials are accurate, lawful, and non‑infringing; and (ii) you have authority to grant this license.

Editorial workflow. We will submit content (ads, posts, emails, blogs, PR, landing pages) for approval. To protect timelines, content is deemed approved 7 calendar days after submission unless you request edits in writing. Time‑sensitive items (e.g., promotions) may require faster turnarounds noted in the SOW.

Reviews/testimonials. If contracted, you authorize us to request reviews or testimonials from your customers solely to support the campaign.

Tracking & call recording (optional). If contracted, you authorize Nuro to deploy call tracking numbers, pixels/tags, and to record calls for quality/attribution. Where enabled, callers will receive automated notice as required by law.

Domains. Domains we purchase on your behalf will be transferred to you within 30 days after termination provided all outstanding balances are paid.

4) Unacceptable Practices

To protect platform compliance, brand safety, and our network standing, the following are prohibited and may result in immediate suspension or termination (at Nuro’s discretion):
 

• Pornographic/sexually explicit material; escort services; fetish or sexually oriented products primarily for arousal.

• Graphic nudity (medical/art exceptions case‑by‑case).

• Hate speech, harassment, defamation, revenge content, or content harmful to minors.

• Malware, viruses, hacking/cracking, phishing, scams.

• Illegal or deceptive products/services (e.g., fake documents, plagiarism, piracy, “miracle cures,” drug paraphernalia, aids to cheat tests).

• Unlicensed gambling/lotteries; pyramid schemes; cash gifting; pay‑to‑recruit MLMs.

• Firearms/explosives/pyrotechnics sales; illicit drugs.

• Tobacco sales; alcohol sales targeting restricted audiences without age‑gating and compliance.

• Bulk emailing/SPAM or unsolicited messages; list purchases without proper consent.

• Complaints/attack sites; obscene, violent, or otherwise objectionable content.

• Resale of Nuro Services without a written reseller agreement.

• Links to sites that violate the above or applicable platform policies.
   

If Nuro accepts a project later restricted by a platform, fees for work performed remain payable regardless of third‑party approval.

5) Fees & Media Funds

You agree to pay the monthly service fees specified in the SOW. Unless otherwise stated, media spend (ad budgets) is separate from Nuro’s fees.
 

• Card processing fee: 3% on credit/debit card payments.

• Late payments: If any invoice is 05 days past due, Nuro Solutions may pause Services and/or campaigns until cured. At 10 days, accounts may be sent to collections.
   

6) Invoicing & Payment Terms

Unless the SOW states otherwise:

• Billing cycle: Monthly in advance; invoices issued on/around the 15th for Services performed that month.

• Due date: 1st of each month..

• Non‑payment: Campaigns and deliverables may be paused after 5 days past due until payment is received; re‑activation fees may apply after 10 days past due.
   

7) Term & Renewal; Cancellation

The initial term is specified in the SOW (custom programs are typically 6 months). After the initial term, the agreement auto‑renews month‑to‑month at then‑current rates unless either party gives 30 days’ written notice to terminate. Termination does not relieve you of amounts accrued or committed media already placed.

8) Representations & Warranties

Each party represents that it has full authority to enter this Agreement. You warrant that all Client materials and claims are truthful, lawful, and compliant with applicable industry regulations (e.g., healthcare, financial services, promotions). Nuro warrants that it will provide the Services in a professional and workmanlike manner in accordance with applicable SOWs.

9) Indemnification

You will indemnify, defend, and hold harmless Nuro and its officers, employees, and agents from any third‑party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (i) your materials, products, services, data, or instructions; (ii) your breach of these Terms or law; or (iii) platform or regulatory actions caused by your content or targeting directives. Nuro will indemnify you for third‑party claims alleging that Nuro‑created deliverables (excluding your materials and third‑party components) infringe a U.S. copyright or trademark, provided you promptly notify Nuro and allow Nuro to control the defense.

10) No Performance Guarantees

Marketing and advertising outcomes depend on third‑party platforms, competition, budgets, seasonality, and consumer behavior. Nuro does not guarantee specific rankings, placements, impressions, clicks, leads, sales, or ROI. We will promptly correct material errors we control once identified.

11) Disclaimers
Except as expressly stated, the Services and deliverables are provided “as is” and “as available,” without warranties of any kind, whether express, implied, or statutory, including merchantability, fitness for a particular purpose, non‑infringement, or error‑free/continuous availability.

12) Limitation of Liability

To the maximum extent permitted by law, Nuro’s total aggregate liability arising out of or related to the Services is limited to the fees you paid to Nuro in the three (6) months preceding the event giving rise to the claim. In no event will Nuro be liable for any indirect, incidental, consequential, special, punitive, or lost‑profit damages, even if advised of the possibility.

13) Intellectual Property & License

As between the parties, each retains ownership of pre‑existing IP and data. Subject to full payment, Nuro grants you a non‑exclusive, royalty‑free license to use final deliverables created by Nuro for your own business. Nuro may reuse non‑confidential know‑how, templates, and tooling. Third‑party stock, fonts, code, or models are licensed per their terms and may require ongoing fees.

14) Data, Privacy & Security

Nuro will handle personal data according to its Privacy Policy and any applicable Data Processing Addendum (DPA) if required. You are responsible for providing (and maintaining) all legally required privacy notices/consents on your properties for cookies, tracking pixels, call recording, and outbound messaging. Both parties will implement reasonable security measures appropriate to their systems and data.

15) Confidentiality

Each party will keep the other party’s non‑public information confidential and use it only to perform under these Terms, taking reasonable measures to protect it. Exclusions include information that is public, independently developed, or lawfully obtained from a third party.

16) Force Majeure

Neither party is liable for delays or failures due to causes beyond reasonable control, including changes to third‑party platforms, laws, governmental actions, outages, cyber incidents not caused by a party’s negligence, labor disputes, acts of God, or supply constraints. Payment obligations are excluded.

17) Assignment

You may not assign or transfer these Terms without Nuro’s prior written consent. Nuro may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets.

18) Governing Law; Dispute Resolution

These Terms are governed by the laws of the State of Delaware, USA (conflict‑of‑laws principles excluded). The parties will first attempt a good‑faith resolution. Failing that, binding arbitration will be held in Dover City, Delaware, before a single arbitrator under the AAA Commercial Rules. Jury trial is waived. Either party may seek injunctive relief in a court of competent jurisdiction.

19) Notices

Notices must be in writing and sent to the contacts below (or as updated in writing). Email with confirmation receipt is acceptable for day‑to‑day matters; formal notices require courier or certified mail.

• Nuro Solutions LLC — 8th The Green, Ster, Dover City, 19901 · Email: ops@nurosolutions.com

• Client: [Primary Contact Name/Title] — [Address] · Email: [Insert]
   

20) Miscellaneous
 

• Entire Agreement. These Terms + SOW(s) are the entire agreement and supersede prior proposals and communications.

• Order of Precedence. If there is a conflict, the SOW controls, then these Terms.

• Amendments. Must be in writing and signed by both parties (emails sufficient for minor operational changes).

• Severability. If any provision is invalid, the remainder remains enforceable.

• Independent Contractors. The parties are independent; no agency, partnership, or joint venture.

• Publicity. With your consent (not unreasonably withheld), Nuro may list your name/logo as a client and summarize results at a high level.

• Electronic Signatures. Signatures via e‑signature platform or scanned PDF are valid and binding.
   

21) Authority

Each signer represents they are duly authorized to bind their party.

22) Effective Upon Execution

These Terms become effective when the SOW is signed and/or the first payment is made.