1. Acceptance of Terms
These Terms of Service ("Terms") are a legal agreement between you ("Client," "you," or "your") and Hudson Valley DFY Marketing ("Hudson Valley DFY Marketing," "we," "us," or "our"). By accessing or using hudsonvalleydfymarketing.com (the "Site"), submitting an inquiry, requesting a free audit, or signing a service agreement or order form with us, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a business, you represent that you have authority to bind that business.
Where a signed service agreement, proposal, or order form between you and Hudson Valley DFY Marketing contains terms that conflict with these Terms, the signed agreement controls for the specific services it describes; these Terms fill any gaps and govern all other use of the Site.
2. Description of Services
Hudson Valley DFY Marketing provides done-for-you digital marketing services for local businesses, which may include: AI Visibility (Answer Engine Optimization and Generative Engine Optimization), Google Business Profile optimization and management, website design, hosting, and security, local and off-site search engine optimization, social media management and advertising, review generation and reputation management, business citation building, press releases, and direct mail campaigns (collectively, the "Services"). The specific Services provided to you, the applicable fees, and the term of engagement are set out in your service agreement, proposal, or order form.
3. Eligibility
Our Services are intended for businesses and business owners, not consumers acting in a personal capacity. You must be at least 18 years old and have the authority to enter into a binding agreement on behalf of your business to engage our Services.
4. Engagement & Account Access
Delivering the Services typically requires access to Client-owned accounts and platforms, such as Google Business Profile, social media accounts, website hosting or content management systems, review platforms, and analytics tools. By engaging our Services, you authorize Hudson Valley DFY Marketing to access, configure, post to, and manage those accounts on your behalf, to the extent necessary to perform the contracted Services, and you agree to provide timely access, credentials, or platform-level permissions needed to begin and continue work. Delays in providing access or required approvals may delay delivery of the Services and do not extend our performance obligations or reduce fees owed.
You represent that you have the right to grant us access to any account, platform, content, or materials you provide, and that your use of those accounts complies with the applicable platform's own terms of service.
5. Fees & Payment
- Fees for Services are set out in your service agreement, proposal, or order form and are billed on a recurring basis (typically monthly) unless otherwise stated.
- Payment is due on the billing date specified in your agreement. Late payments may result in suspension of Services until the account is brought current, and may accrue late fees or interest as permitted by law.
- Fees paid for Services already performed or in progress are non-refundable, except as expressly stated in your service agreement or required by law.
- We may adjust our fees for future billing periods with reasonable advance notice. Continued use of the Services after a fee change takes effect constitutes acceptance of the new fee.
- Any third-party costs incurred on your behalf and at your direction — such as advertising spend, licensing fees, or paid directory listings — are separate from and in addition to our service fees, unless otherwise stated in your agreement.
6. Term, Commitment & Cancellation
Engagements are recurring by design — we build long-term marketing systems, not one-off projects — and typically include a minimum initial commitment period (often three to six months) as set out in your service agreement, because Services such as AI Business Visibility and Search and Local SEO require sustained work over time to build authority and produce measurable results. After the minimum term, engagements continue on a month-to-month (or otherwise agreed) basis until cancelled.
You may cancel at the end of your then-current term by providing written notice as described in your service agreement (typically at least 30 days in advance). Cancellation during a minimum-term commitment may require payment of the remaining committed fees, as set out in your agreement. We may suspend or terminate Services for non-payment, breach of these Terms, or unlawful use of the Services, as described in Section 16 (Termination).
7. Client Responsibilities
To deliver the Services effectively, we rely on you to:
- Provide accurate, complete, and current business information, content, and account access;
- Respond to requests for approvals, feedback, or materials in a timely manner;
- Ensure any content, images, testimonials, or materials you provide do not infringe the rights of any third party;
- Operate your business, and direct your marketing, in compliance with applicable laws and industry regulations (for example, licensing requirements specific to your industry); and
- Designate an authorized point of contact for approvals and communications.
Delays or inaccuracies caused by your failure to meet these responsibilities may affect the timeline or results of the Services and do not constitute a failure by Hudson Valley DFY Marketing to perform.
8. No Guarantee of Results
Hudson Valley DFY Marketing does not guarantee any specific ranking, placement, AI citation, amount of traffic, number of leads, review volume, or revenue outcome. We commit to performing the Services described in your service agreement in a professional and workmanlike manner, using current best practices, and to reporting results to you transparently on a regular basis. Past results for other clients are not a guarantee of future results for your business.
9. Intellectual Property
Pre-existing IP. Each party retains ownership of intellectual property it owned before the engagement, including your business name, logo, and trademarks, and our proprietary processes, templates, frameworks, and internal tools.
Client deliverables. Once you have paid in full for a specific deliverable created for you (for example, website content, graphic design, or ad creative made specifically for your business), ownership of that deliverable transfers to you, excluding any underlying templates, code libraries, stock assets under separate license, or proprietary systems used to create it, which Hudson Valley DFY Marketing continues to own and may reuse for other clients.
License during engagement. You grant Hudson Valley DFY Marketing a non-exclusive license to use your business name, logo, and content solely as necessary to perform the Services (including posting to your accounts and preparing marketing materials on your behalf), and, unless you opt out in writing, to reference your business as a client and display non-confidential results as part of our own marketing and portfolio.
10. Third-Party Platforms
Our Services involve working within third-party platforms we do not own or control, including Google, Meta (Facebook and Instagram), review sites, AI search tools, hosting providers, and advertising networks. Hudson Valley DFY Marketing is not responsible for those platforms' uptime, policy changes, algorithm updates, account suspensions, content removals, or any other action taken by a third-party platform, whether or not related to work we perform on your behalf. We will use commercially reasonable efforts to comply with each platform's published guidelines and to assist in resolving platform-related issues that arise.
11. Reviews & Testimonials
Where our Services include review generation or reputation management, we solicit genuine reviews from your actual customers and do not create, purchase, or post fake or incentivized-in-violation-of-platform-rules reviews. You are responsible for ensuring your own review solicitation practices (including any incentives offered to customers) comply with FTC guidance and the terms of the applicable review platform. Hudson Valley DFY Marketing is not liable for reviews removed, flagged, or penalized by a platform for reasons outside our control.
12. Confidentiality
Each party agrees to keep confidential any non-public business, financial, or technical information disclosed by the other party in connection with the Services, and to use it only for purposes of the engagement, except where disclosure is required by law or necessary to enforce these Terms. This obligation survives termination of the engagement.
13. Disclaimer of Warranties
The Site and Services are provided "as is" and "as available." To the fullest extent permitted by law, Hudson Valley DFY Marketing disclaims all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Site or Services will be uninterrupted, error-free, or that any particular marketing outcome will be achieved.
14. Limitation of Liability
To the fullest extent permitted by law, Hudson Valley DFY Marketing and its owner, contractors, and agents will not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or business opportunity, arising out of or related to the Site or the Services, even if advised of the possibility of such damages. Our total aggregate liability arising out of or related to the Services will not exceed the total fees you paid to Hudson Valley DFY Marketing for the Services giving rise to the claim in the three (3) months immediately preceding the event giving rise to liability.
Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you.
15. Indemnification
You agree to indemnify and hold harmless Hudson Valley DFY Marketing, its owner, contractors, and agents from any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of: (a) content, materials, or information you provide to us; (b) your breach of these Terms or your service agreement; (c) your violation of any law or the rights of a third party; or (d) your use of the Services in a manner not authorized by these Terms.
16. Termination
In addition to cancellation under Section 6, we may suspend or terminate Services immediately upon written notice if you fail to pay fees when due, breach these Terms or your service agreement, or use the Services for an unlawful purpose. Upon termination, you remain responsible for fees owed for Services performed through the termination date and, where applicable, any minimum-term commitment as described in Section 6. Sections of these Terms that by their nature should survive termination (including Sections 8, 9, 12, 14, 15, and 17) will survive.
17. Governing Law & Dispute Resolution
These Terms are governed by the laws of the State of New York, without regard to conflict-of-laws principles. Before initiating a formal claim, both parties agree to attempt to resolve any dispute informally by contacting the other party in writing. If a dispute cannot be resolved informally within thirty (30) days, the parties agree that any legal action will be brought exclusively in the state or federal courts located in New York, and both parties consent to the personal jurisdiction of those courts.
18. Force Majeure
Neither party will be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, natural disaster, war, terrorism, labor disputes, internet or utility outages, or failures or policy changes of third-party platforms.
19. Independent Contractor Relationship
Hudson Valley DFY Marketing is an independent contractor, not an employee, partner, joint venturer, or agent of Client, except to the limited extent necessary to access and manage accounts as described in Section 4. Nothing in these Terms creates an employment, partnership, or agency relationship between the parties.
20. General Provisions
Entire agreement. These Terms, together with any applicable service agreement, proposal, or order form, constitute the entire agreement between you and Hudson Valley DFY Marketing regarding the Services and supersede any prior agreements on the subject.
Severability. If any provision of these Terms is found unenforceable, the remaining provisions will remain in full force and effect.
Assignment. You may not assign your rights or obligations under these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of business assets.
No waiver. Our failure to enforce any provision of these Terms is not a waiver of our right to enforce it later.
21. Changes to These Terms
We may update these Terms from time to time. The "Last Updated" date at the top of this page reflects the most recent revision. Material changes affecting active Clients will be communicated directly. Continued use of the Site or Services after changes take effect constitutes acceptance of the updated Terms.
22. Contact Us
Questions about these Terms can be directed to:
Hudson Valley DFY Marketing
785 State Route 44/55
Highland, NY 12528
Email: kip@hudsonvalleydfymarketing.com