Legal

    Terms of Service

    Last updated: June 11, 2026

    These Terms of Service ("Terms") govern your access to and use of https://www.dine.agency (the "Site") and any digital marketing, SEO, paid media, content, AI, automation, or fractional CMO services provided by Dine Agency ("Dine Agency", "we", "us", or "our") (collectively, the "Services"). By using the Site or engaging the Services, you agree to these Terms.

    1. Eligibility

    You must be at least 18 years old and authorized to bind the business you represent. By using the Site or Services, you represent that you meet these requirements.

    2. Services and Engagement

    The specific scope, deliverables, fees, timelines, and term of any Services we provide will be set out in a separate written statement of work, proposal, or order form ("Order"). If there is a conflict between these Terms and an Order, the Order controls for that engagement.

    3. Fees, Invoicing, and Payment

    • Fees are billed as described in the applicable Order, typically monthly in advance.
    • Invoices are due within fifteen (15) days of issue unless otherwise agreed.
    • Late payments may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law and may result in suspension of Services.
    • Third-party media spend, ad-platform fees, software, and similar pass-through costs are billed at cost and are the client's responsibility.

    4. Client Responsibilities

    • Provide timely access to accounts, assets, brand guidelines, and approvals needed to deliver the Services.
    • Ensure that all content, trademarks, data, and materials you provide are accurate, lawful, and do not infringe third-party rights.
    • Comply with all applicable laws and the policies of advertising and analytics platforms (Google, Meta, TikTok, etc.).

    5. Intellectual Property

    Upon full payment for the applicable deliverable, you own the final, client-specific creative deliverables produced for you under an Order, excluding our pre-existing materials, tools, frameworks, models, dashboards, code, methodologies, and AI prompts/workflows ("Dine Agency IP"). We retain all rights, title, and interest in Dine Agency IP and grant you a non-exclusive, worldwide license to use it as embedded in your deliverables for your internal business purposes.

    6. Confidentiality

    Each party will protect the other's non-public business, technical, financial, and customer information with at least the same degree of care it uses to protect its own confidential information, and will use it only to perform under these Terms.

    7. AI and Third-Party Tools

    Our Services may use artificial intelligence, automation, and third-party platforms. Outputs from AI systems may contain errors or omissions; we review key outputs but do not guarantee their accuracy. You are responsible for final review and approval of any AI-assisted deliverables before publication.

    8. Performance, Results, and No Guarantees

    We work hard to drive measurable results. However, SEO, paid media, and content marketing outcomes depend on factors outside our control, including search-engine algorithms, competitor behavior, market conditions, and client cooperation. We make no guarantees of specific rankings, traffic, leads, conversion rates, or revenue.

    9. Acceptable Use of the Site

    You agree not to:

    • Use the Site in violation of any law or these Terms.
    • Attempt to gain unauthorized access to any portion of the Site or related systems.
    • Scrape, harvest, or systematically download content except via documented APIs.
    • Introduce malware or interfere with the Site's operation or security.

    10. Term and Termination

    These Terms remain in effect while you use the Site or the Services. Either party may terminate an Order for material breach not cured within thirty (30) days of written notice. Fees for Services performed and non-cancellable third-party commitments incurred prior to termination remain payable.

    11. Disclaimer of Warranties

    The Site and Services are provided "as is" and "as available". To the maximum extent permitted by law, Dine Agency disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

    12. Limitation of Liability

    To the maximum extent permitted by law, in no event will Dine Agency be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, revenue, data, or goodwill, arising out of or related to the Site or the Services. Our total aggregate liability for any claim will not exceed the fees paid by you to Dine Agency for the Services giving rise to the claim during the three (3) months preceding the event.

    13. Indemnification

    You agree to defend, indemnify, and hold harmless Dine Agency and its personnel from claims arising out of (a) your content or materials, (b) your use of the Services in violation of these Terms or applicable law, or (c) your breach of any third-party rights.

    14. Governing Law and Disputes

    These Terms are governed by the laws of the State of New York, without regard to its conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in New York County, New York, for any dispute that is not subject to mandatory arbitration.

    15. Changes to These Terms

    We may update these Terms from time to time. The "Last updated" date above reflects the most recent revision. Continued use of the Site or Services after changes take effect constitutes acceptance of the updated Terms.

    16. Contact

    Questions about these Terms? Email hello@dine.agency.