Terms & Conditions — Programmetic.llc

The specifics of every engagement can be documented in an SOW and include the scope, strategy, deliverables, milestones, acceptance criteria, dependencies and charges. In case of a conflict, the SOW will prevail above marketing contents or previous discussions.

Programmetic does SEO based on performance and experience, paid search and paid social, web design and development and marketing on social media and Instagram. Services are only guaranteed in writing and they are provided on a commercially reasonable efforts basis. They do not guarantee rankings, impressions, conversions, revenue, platform approvals or third-party outcomes (like changes to search engine algorithms or ad review decisions).

We will deliver the work products on time according to the SOW. Unless the SOW says otherwise:

• You will look over the deliverables within five business days of getting them and either (a) accept them or (b) send back one list of reasonable changes that fit the scope.
• If no feedback is given during the review period, the deliverable is considered accepted.
• Changes that go beyond the scope, new features or changes to the way things look that aren't related to the acceptance criteria will be handled through Change Control (Section 3.4).

Written change orders are needed for work that is not in the scope, changes to materials or new materials. These orders should include changes to fees, timelines and resources as needed. We don't have to start making changes until the change order is approved.

Campaigns and implementations may use platforms from other companies, such as Google, Meta, CMS, analytics, hosting and payment gateways. You give us permission to set up and run properties and you agree to follow the rules of each platform. Programmetic is not responsible for platform outages, policy changes, suspensions or delays in reviews.

You will give stakeholders, assets (like logos, brand guides and product feeds), accounts (like ad accounts, analytics and CMS) and subject-matter input that is needed to do the Services on time. If you have to wait longer for access, feedback or approvals, the deadlines may change, but the fees will not go down.

You promise that all the materials you give us (text, images, video, data, products, claims) are legal, true, don't break any laws and follow the rules for advertising, consumer protection, privacy and the industry. Prohibited content includes, but is not limited to, illegal, misleading, defamatory, hateful, sexually explicit or dangerous content, as well as any content that breaks sanctions or export controls.

You can't (and can't let others) do the following:

• Use or probe our systems, try to get around security or act in a way that is abusive or dishonest.
• Start campaigns that break the rules of the platform, push people to do illegal things or lie to customers.
• Add malware, mess with how the site works or use the Services to spam, scrape data or track people without their permission.

You agree to work together in good faith, which means that you will quickly deal with platform disapprovals, policy requests, consent notices and site readiness issues like slow page loading and checkout errors. We may suggest steps to fix things, but if you don't take them, your performance may suffer and we won't be in breach.

The SOW says that fees can be monthly retainers, project fees, time and materials or performance-based. We bill in advance of each billing period or milestone unless we say otherwise. Costs from third parties, like ad spending, media purchases, stock assets, software subscriptions and transaction fees, are extra and are either charged to your own accounts or re-invoiced at cost plus any agreed-upon handling fee.

Invoices are due when they are received and no later than 15 calendar days after the invoice date, unless the SOW says otherwise. For projects with a fixed fee, half of the payment may be due at the start and the other half when the project is accepted or at the milestone in the SOW. The interest on late payments is either 1.5% per month or the highest rate allowed by law, whichever is lower. After giving notice, we may stop providing Services if you don't pay your bills.

Taxes, duties and withholdings are not included in the fees. You are responsible for paying any taxes that apply, except those that are based on our net income. If the law says you have to withhold money, you will gross up payments so that we get the full amount billed.

Fees are not refundable once Services have started for the period, unless they are specifically stated in a SOW or required by law. The money you have left over in your own ad accounts for prepaid media is yours. The amounts you give to Programmetic for third-party costs are settled according to the SOW.

Each party keeps all rights, titles and interests in it's pre-existing intellectual property. This includes but is not limited to trademarks, software, code libraries, templates, design systems, processes, documentation, data models, know-how and any other materials that were made or owned before the engagement or that were made without it. These Terms do not give anyone else ownership of IP that already exists.

You give Programmetic.llc a non-exclusive, worldwide, royalty-free license to use, reproduce, modify (for formatting/implementation), display, distribute internally and create derivative works from your logos, brand assets, product data, content and any other materials you give us ("Client Materials") only to deliver the Services and meet our obligations under the applicable SOW. You promise and guarantee that you own or have all the rights you need to use the Client Materials and that our use will not violate anyone else's rights.

Except for Programmetic.llc's existing IP and third-party components (see 6.5) and as long as you pay all fees owed, the final Deliverables that are clearly marked as "Client-owned" in the SOW (like custom ad copy, custom design files or code made just for you) will be yours once you accept them and pay in full. Programmetic.llc gives you a permanent, worldwide, irrevocable, royalty-free license to use, copy, change and show these Deliverables for your own business and marketing needs, as long as the law allows it.

Programmetic.llc still owns the tools, frameworks, scripts, templates, generic components, methods and processes it used or made while providing the Services ("Programmetic Tools"). As long as Programmetic Tools are included in the Deliverables, we give you a non-exclusive, non-transferable and permanent license to use them as part of the Deliverables only for your own business needs.

Deliverables may include or work with third-party services, SDKs, fonts, images, libraries or open-source software that have their own license terms. You agree to follow those rules. We will try to find important third-party licenses in the SOW or project documents when we can.

Programmetic.llc may use non-confidential parts of the engagement (like high-level results, publicly visible creative, screenshots and anonymized metrics) in portfolios, case studies, proposals and marketing unless your SOW or NDA says otherwise. We won't share your private information (see Section 7) without your written permission first.

"Confidential Information" means non-public information disclosed by either party that is marked or otherwise reasonably understood to be confidential, including strategies, business plans, financials, customer lists, product roadmaps, campaign data and technical documentation. Confidential Information does not include information that is (a) publicly available without breach, (b) developed independently without use of the other party's information or (c) received rightfully from a third party without confidentiality obligation.

Each party will: (i) use the other party's Confidential Information only to perform under these Terms; (ii) not disclose it to any third party except to employees, contractors or advisors who need to know and are bound by obligations at least as protective and (iii) apply reasonable safeguards to protect it. Disclosure is allowed to the extent required by law or court order, provided the receiving party provides a prompt notice (where lawful) to enable the disclosing party to seek protective measures.

Both parties will process personal data in line with the applicable laws and our Privacy Policy published on our website. If an SOW requests Programmetic.llc to process personal data on your behalf, the parties will execute a Data Processing Addendum (DPA) which sets out roles (controller/processor), lawful bases and security measures. As an end user you will be responsible for getting all necessary consent and providing any necessary notice to end users through your properties, including cookie disclosure and marketing permission.

Programmetic.llc has decent administrative, technical, physical security measures that are commensurable to the sensitivity of information being run (e.g, access controls, in transit encryption, vulnerability management). Any transmission and storage method is not 100% secure; refer to Section 9.

Each party represents that it is duly organized, validly existing and has full power and authority to enter into and perform under these Terms and any SOW.

You promise that: (a) you own or have rights to the Client Materials and any properties/accounts you allow us to access; (b) your products, services, claims and campaigns are legal, true and follow all applicable rules and platform policies and (c) you will not ask for or require any activity that breaks the law or infringes on the rights of others.

Programmetic.llc promises to do the Services in a professional and workmanlike way that meets industry standards. If we break this warranty, the only thing you can do is have us do the non-conforming Services again or if we can't fix it in a reasonable amount of time, give you a pro-rata credit for the fees that were affected.

There are things we can't control that affect digital outcomes, like search engine algorithms, ad auction dynamics, platform reviews, competitors, market conditions, site speed/UX and offer quality. There should be no assumption in our materials or conversations that any statement guarantees rankings, impressions, clicks, conversions, revenue or ROI unless it is clearly stated in a SOW.

The services and deliverables are provided "as is" and "as available," without any warranties, whether they are written, implied, statutory or otherwise. This includes warranties of merchantability, fitness for a particular purpose and non-infringement.

You will protect Programmetic.llc, it's affiliates and their directors, officers, employees and agents from any claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) made by a third party that are caused by or related to: (a) Client Materials, products or services; (b) your breaking the law or platform rules; (c) your breaking these Terms or any SOW or (d) content or instructions you give for campaigns or websites.

Programmetic.llc will defend, indemnify and hold you harmless from third-party claims that Programmetic.llc-owned Deliverables (excluding Client Materials, third-party components and open-source) infringe a valid intellectual property right, as long as you let us know in writing right away, give us full control of the defense and settlement and cooperate in a reasonable way. If a claim comes up, we may, at our option and expense: (i) get rights for you to keep using it; (ii) change the Deliverable so that it doesn't infringe without significantly reducing it's functionality; or (iii) if neither of these options is commercially viable, accept the return of the affected Deliverable and give you a pro-rata refund of the fees you paid for it.

The party that is being indemnified must quickly tell the party that is indemnifying them about the claim (a delay will not relieve obligations except to the extent of material prejudice), give reasonable help and let the indemnifying party control the defense or settlement. Without the indemnified party's prior written consent, no settlement may impose obligations or admissions on them.

These Terms begin when you first access our Services, sign an SOW or approve a quotation (whichever occurs first) and continue until all active SOWs have expired or been terminated.

Unless an SOW states otherwise, either party may terminate an engagement for convenience with 15 business days' written notice. Work already performed and non-cancelable third-party costs through the effective termination date remain payable.

If (a) invoices are not paid after the due date; (b) we have good reason to believe that fraud, abuse, security risk or illegal activity is happening; or (c) your use goes against platform policies or these Terms, we may suspend Services right away. If one party materially breaches these Terms or a SOW and does not fix the problem within 10 business days of receiving written notice, either party can terminate for cause. If the breach cannot be fixed, the termination is immediate.

Following termination, (a) all fees and costs incurred or committed through the effective date become due; (b) each party will return or destroy the other party's confidential information (subject to the legal requirement for archival/backup retention); (c) licenses granted under Section 6 remain in effect only to the extent specifically specified in the SOW or these Terms and (d) we will, upon your request, provide reasonable transition assistance on a time-and-materials basis.

Sections 6 (IP & Licensing), 7 (Confidentiality & Data Protection), 8 (Warranties & Disclaimers), 9 (Limitation of Liability), 10 (Indemnification), 11.4–11.5, 15 (Governing Law & Venue), 16 (Notices) and 17 (General Provisions) survive termination.

Programmetic.llc may engage qualified subcontractors or affiliates to deliver portions of the Services. We remain responsible for subcontractor performance and will bind subcontractors to confidentiality and data-protection obligations no less protective than those here.

We will staff the engagement with personnel possessing appropriate skills and experience. We may adjust staffing to meet delivery needs, with reasonable continuity and knowledge transfer.

To protect team stability, neither party will directly solicit the other party's employees or dedicated contractors who worked on the engagement during the term and for 12 months thereafter. This does not restrict: (a) responses to general solicitations not targeted at the other party's personnel (e.g., public job ads) or (b) discussions initiated by personnel without prior solicitation. If an SOW permits secondment or hire, the parties may agree to a conversion fee reflecting recruitment and onboarding costs.

The parties remain independent contractors; no exclusivity, partnership, franchise or agency is created. Each party is solely responsible for it's taxes, benefits and compliance as an independent business.

Each party will comply with applicable laws and regulations, including advertising/consumer laws, intellectual property, privacy & data protection, e-commerce, sanctions/export controls and applicable industry codes.

Campaigns and implementations must comply with the policies of platforms and publishers (e.g., Google, Meta, TikTok, hosting providers, CMS vendors). Changes to such policies, reviews or enforcement are outside our control and do not constitute our breach. You are responsible for your product claims, offers and site compliance (e.g., cookie/consent banners, return/refund terms, accessibility notices).

Both parties will comply with applicable anti-bribery and anti-corruption laws (including the U.S. FCPA and UK Bribery Act, if applicable). No party will offer, give, solicit or accept any improper payment, gift or advantage to obtain or retain business.

You represent that you are not subject to government sanctions and will not use the Services in embargoed jurisdictions or for prohibited end uses. You are responsible for obtaining export or import authorizations when required.

You are responsible for providing legally sufficient notices and obtaining valid consents from end users on your properties (e.g., marketing opt-ins, cookie choices). Where Programmetic.llc processes personal data on your behalf, a Data Processing Addendum will apply.

Upon reasonable request (and execution of an SOW of suitable scope), we can provide proof of insurance customary for digital marketing and development services.

All legal notices and contractual communications under these Terms or an SOW must be in writing and delivered by (a) email or (b) reputable courier/registered mail. Routine project communications may occur by ticketing systems, project boards, Slack or email and are not "notices" under this Section.

To Programmetic.llc:
Email (legal/contract): [email protected] (or) [email protected]
Postal: Programmetic.llc, First Floor, Al Fishawi, HCQH+394, Al Khuwayr, Muscat, Oman

To Client: the email and postal address specified in your most recent SOW, order form or vendor setup.

Email: when sent, if no bounce/undeliverable is received within 24 hours (recipient's local business day).
Courier/Registered Mail: when delivered as shown by carrier records.

Notices received after 5:30 p.m. recipient local time or on a non-business day are deemed received on the next business day (a day other than weekends and public holidays in Muscat, Oman).

Either party may update it's notice details by giving notice under this Section. Service of process must use courier/registered mail where required by law.

Neither party may assign or transfer these Terms or any SOW, in whole or part, without the other party's prior written consent, except to an affiliate or in connection with a merger, acquisition, corporate reorganization or sale of substantially all assets. Any non-permitted assignment is void. These Terms bind permitted successors and assigns.

If any provision is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable while preserving it's intent; if modification is not possible, that provision will be severed and the remainder will continue in full force.

If there is a conflict among documents, the following order applies (highest to lowest):

1. Data Processing Addendum (DPA) (for privacy/data topics only);
2. Statement of Work (SOW) (for scope, commercial terms, deliverables, milestones);
3. These Terms & Conditions;
4. Any other referenced policies.

For avoidance of doubt, the DPA controls data protection matters; the SOW controls scope/fees/timelines.

These Terms together with each SOW constitute the entire agreement and supersede prior proposals, NDAs (to the extent inconsistent), emails or discussions on the same subject. Amendments or waivers must be in writing and signed (including e-signature) by both parties. Updated online Terms apply prospectively to new or renewed SOWs unless expressly stated otherwise.

A failure or delay to enforce any right is not a waiver. A waiver must be explicit and in writing and applies only to the specific instance identified.

No person or entity other than the parties has any rights under these Terms. The Contracts (Rights of Third Parties) doctrines do not apply.

The parties are independent contractors. No partnership, joint venture, franchise or agency is created. Neither party may bind the other without express written authority.

As set out in Section 6.6, Programmetic.llc may reference non-confidential aspects of the engagement in portfolios and case studies unless the SOW or a separate NDA states otherwise.

Headings are for convenience only. "Including" means "including without limitation." References to "days" mean calendar days unless expressly stated as business days. In case of ambiguity, the terms will be interpreted reasonably and neutrally, not against the drafter.

Each party will comply with applicable export control and sanctions laws and will not use the Services in prohibited jurisdictions or for prohibited end uses.

These Terms and any SOW may be executed by electronic signature and in counterparts, each of which is deemed an original and together constitute one instrument.