Terms of Service

A-Train Marketing Communications, Inc.
Terms of Service

    These terms of service are effective as of March 05, 2026. THESE TERMS OF SERVICE (“TERMS”) GOVERN YOUR USE OF OUR SERVICES.

    These Terms govern the relationship between any person or entity (“Client”) who engages A-Train Marketing Communications, Inc. (“A-Train”) for any type of services or consulting. Client and A-Train are sometimes collectively referred to herein as the “Parties” and individually as a “Party.”

    A-Train is a company providing professional services in the areas of branding, messaging, marketing strategy, consulting, graphic design, advertising, public relations, web and digital media, and other related Client services as outlined in the Project Summary (collectively, “Services”), and Client has engaged A-Train to render Services to Client in one or more of these areas.

    NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the Parties agree as follows:

      1. Client Engagement of A-Train. By signing a Project Summary with A-Train, the Client hereby engages A-Train to provide Services as Client requests from time to time and which A-Train agrees to provide for each such Client request. Unless Client and A-Train agree otherwise in a signed writing, these Terms govern Services provided by A-Train to Client without the need for a separate purchase order, Project Summary, or other document for Client projects.
      1. Services. The Services shall only be provided to Client if Client has requested or agreed to such Services and agreed to payment terms for said Services. Client agrees to comply with all reasonable requests of A-Train and shall provide A-Train’s personnel with access to all documents and facilities as may be reasonably necessary for the performance of the Services.
      1. Fees, Reimbursable Expenses, Estimates and Advance Deposits, Overtime Scheduling, and Invoicing.
      • 3.1 Fees. A-Train will charge fees (“Fees”) for its Services based on A-Train’s hourly rates in effect when the Services are rendered, and the hours required to perform and complete the Services. A-Train accounts for and bills its time in quarter-hour (15 minute) increments. A-Train typically adjusts its rates on an annual basis to reflect changing economic conditions and costs associated with producing Client materials. When A-Train increases its rates, A-Train will provide written notice to Client and thereafter charge Client at the adjusted rates.
      • 3.2 Reimbursable Expenses. A-Train reserves the right to charge and invoice Client for A-Train’s reimbursable expenses, including but not limited to printing, advertising, photography, stock photo/image acquisition and licensing, international telephone, postage, express courier, shipping, and travel expenses, including automobile mileage (collectively, “Expenses”). Expenses, as and to the extent billed, will be itemized on A-Train’s invoices to Client.
      • 3.3 Estimates and Advance Deposits. At Client’s request, A-Train will provide an estimate for Fees and Expenses anticipated for Client projects based on A-Train’s experience with projects of comparable difficulty and expected professional time incurred. A-Train will work diligently to stay within its estimate and will advise Client in advance of an anticipated overage or Client scope change which will increase A-Train’s Fees or Expenses over the provided estimate. Regardless of A-Train’s estimate, Client will pay for A-Train’s actual Fees and Expenses incurred as invoiced. In the event A-Train requests a deposit to invoice against Fees and Expenses to be incurred, Client shall remit the requested deposit upon A-Train’s invoice and A-Train will not commence its Services until it receives the deposit.
      • 3.4 Overtime Scheduling. A-Train will work diligently to adhere to Client’s scheduling requirements. In the event Client requests A-Train to complete projects on an accelerated timeline, A-Train will likely schedule overtime hours and/or additional personnel to adhere to Client’s accelerated schedule. At A-Train’s discretion, but subject to Client’s concurrence prior to A-Train commencing the requested accelerated work, A-Train will charge “rush” Fees based on Client’s requested turnaround time and the applicable scope of work.
      • 3.5 Payment and Service Continuity Policy. At A-Train Marketing, we strive to operate as long-term partners with our clients. Timely payment helps ensure our team can continue delivering work, maintaining marketing systems, and managing campaigns without interruption. The following policy exists to provide clarity and transparency should payment delays occur.
        • Payment Terms. Unless otherwise specified in a signed Project Summary or other written agreement executed by an authorized representative of A-Train, invoices are due within thirty (30) calendar daysof the invoice date. Client shall pay all invoices in U.S. Dollars.
        • Late Payment Fee. If an invoice remains unpaid fifteen (15) calendar days past the due date, a $150 late fee will be applied to the outstanding balance. This fee helps offset the administrative and operational costs associated with managing overdue accounts.
        • Advertising and Media Campaign Invoices. Advertising and media campaigns often require timely funding in order to launch or continue running as planned. If an invoice related to advertising spend or campaign management becomes more than fifteen (15) days past due, A-Train reserves the right, at its discretion, to:
          • 3.5.1 Pause active advertising campaigns;
          • 3.5.2 Delay or cancel scheduled campaign launches;
          • 3.5.3 Suspend campaigns that are already running; and
          • Decline to launch new campaigns until the balance, including any late fees, is brought current
            While we always aim to avoid disruptions, advertising platforms require consistent funding and timing, and campaign interruptions caused by late payment may impact marketing performance.
      • Suspension of Services. If an invoice of any type becomes thirty (30) days past due, A-Train may pause ongoing work and services until the outstanding balance, including any applicable late fees, is resolved. This may include any or all of the following:
          • 3.5.1 Pausing active projects
          • 3.5.2 Delaying deliverables
          • 3.5.3 Suspending campaign management or SEO services
          • 3.5.4 Temporarily halting consulting or strategic work
            Our goal is always to communicate with clients before reaching this stage whenever possible.
      • Platform and System Access. If an invoice becomes forty-five (45) days past due, A-Train may suspend or revoke access to certain systems, software platforms, or environments managed by A-Train on the client’s behalf. This may include any or all of the following:
        • Website hosting or management environments
        • Marketing automation platforms
        • Analytics platforms
        • Advertising accounts managed by A-Train
        • Reporting or CRM systems managed by A-Train
        • Because many marketing systems are interconnected, suspension of access may temporarily impact website functionality, campaign performance, or reporting systems until the account is brought current.
      • Restoration of Services. Once outstanding balances and applicable late fees are paid in full, A-Train will work promptly to restore services, campaigns, and system access. Restoration may require reasonable time to restart campaigns, restore integrations, or resume paused work
      • Collection of Outstanding Balances. If payment issues remain unresolved, A-Train reserves the right to pursue collection of unpaid balances through any means available to it, including third-party collection services or legal action. Client will be responsible for reasonable collection costs, including attorney’s fees and court expenses where applicable.
      1. Client Responsibility for Client Materials and Use of A-Train Deliverables; A-Train Responsibility for A-Train Content.
      • 4.1 Client Responsibility. Client is responsible for and hereby assumes and undertakes, sole liability, in all respects, for all materials Client provides to A-Train for use by A-Train in performing the Services, including but not limited to proposed logos, designs, graphics, artwork, photographs, schemes, names, slogans, titles, textual content, and other items, whether Client or a third party creates or produces such materials (collectively, “Client Materials”), including ensuring that such Client Materials do not infringe upon or otherwise violate the intellectual property or other rights of third parties or applicable laws.
        Client is also responsible for and hereby assumes and undertakes sole liability, in all respects, for Client’s use of all A-Train work product and deliverables to Client resulting from A-Train’s Services (collectively, “Deliverables”) regardless of the extent to which the Deliverables utilize Client Materials or the Deliverables result from the convergence or combination of Client Materials with “A-Train Content” (as defined under “A-Train Responsibility” below), including ensuring that such Deliverables do not infringe upon or violate the intellectual property or other rights of third parties or applicable laws, and A-Train shall have no responsibility for Client’s modifications, configurations, or integrations with third-party tools after delivery.
        Without limitation to Client’s responsibilities hereunder, Client understands that it is Client’s responsibility to: (i) engage qualified legal counsel to advise Client regarding Client’s obligations under this Section, including performing customary diligence on the Client Materials and Deliverables and Client’s use thereof, in all respects including as to intellectual property and infringement diligence; and (ii) obtaining written clearances or licenses as are necessary to lawfully use Client Materials and Deliverables, and strictly complying with any restrictions imposed thereby.

       

      • 4.2 A-Train Responsibility. A-Train is responsible for and hereby assumes and undertakes sole liability, in all respects, for textual content A-Train creates and delivers to Client strictly in the original, unedited form delivered to Client (“A-Train Content”), exclusive of any Party’s revisions or edits thereto, the convergence or combination of such A-Train Content with Client Materials, or the use of such A-Train Content in the Deliverables, including ensuring that such A-Train Content does not infringe upon or violate the intellectual property or other rights of third parties or applicable laws.
      1. Recording of Meetings and Communications. By engaging with A-Train and receiving the Services, Client acknowledges and agrees to the following:
      • 5.1 Consent to Recording. Client expressly consents to the audio and/or video recording of any and all meetings, calls, or other communications (including, but not limited to, those facilitated by Zoom or other conferencing platforms) between the Client and A-Train. If Client does not consent to the recording of any meeting or communication, or wishes to revoke such consent at any time, Client must notify A-Train in writing prior to the meeting that is to be recorded. Participation in a recorded meeting, call, or other communication without such objection shall constitute consent to such recording. Client acknowledges that these Terms constitute Client’s notice of such recordings and that no further notice will be provided.
      • 5.2 Purpose of Recording. Recordings such as those described above in Section 5.1 are made solely at the discretion of A-Train, for legitimate business purposes, including but not limited to: ensuring accuracy of notes, deliverables and follow-up actions; training A-Train personnel; quality assurance and performance review; and maintaining records of Client instructions and approvals.
      • 5.3 Use and Storage of Recording. Recordings will be stored by A-Train and shall be the sole property of A-Train. Recordings will not be shared with third parties except to the extent necessary to facilitate the purposes detailed above absent Client’s prior written consent. Recordings may be retained by A-Train, in its sole discretion, to assist in providing the Services, however, nothing contained in these Terms shall obligate A-Train to retain or otherwise store any recordings made by A-Train or provide Client with access to any recordings at any time. Any and all recordings are subject to deletion by A-Train, at any time and for any reason, at A-Train’s sole discretion.
      • 5.4 Applicable Laws. Client acknowledges that recording laws vary by jurisdiction. By continuing to engage in meetings or communications with A-Train, Client consents to such recording as is required under applicable one-party or all-party consent laws. Client is encouraged to seek competent counsel if Client has questions concerning applicable recording laws.
      • 5.5 California Residents. For Clients or other participants located in California, A-Train may request additional verbal or written confirmation of consent for recording at the beginning of any recorded communication, if necessary. Continued participation in the communication shall be deemed consent. Notwithstanding the foregoing, to the extent permissible by law, all Terms herein shall apply to California residents.
      1. Client Ownerships of Deliverables. Upon Client’s payment in full of A-Train’s Fees and Expenses incurred, all of A-Train’s copyright and other intellectual property rights in and to the A-Train Content and Deliverables under the United States Copyright Act of 1976, as amended, and all international laws, treaties and conventions, shall automatically be assigned and transferred solely and exclusively to Client.

      Unless and until all of A-Train’s Fees and Expenses have been fully paid, Client shall not be authorized to use or display the A-Train Content or Deliverables in any respect or for any purpose and the copyright and other intellectual property rights therein shall continue to be solely and exclusively owned and retained by A-Train. Such retention and ownership by A-Train shall not preclude A-Train from exercising its lawful rights to collect monies due and owing to A-Train under these Terms and/or a Project Summary.

      Client acknowledges and consents to A-Train using the Deliverables for A-Train’s marketing and promotional purposes, including in Client proposals, in A-Train’s project portfolio, and on A-Train’s website or other marketing channels or platforms.

      • 6.1 Treatment of Confidential Information. As used herein, the term “Confidential Information” means all confidential and proprietary technical, business, commercial, and other information furnished or disclosed by one Party to the other, including business and marketing data, plans, and strategies; proprietary formulas, methods, and processes; customer data and information; financial information; and materials and information deemed to be trade secrets under applicable law. A-Train and Client shall maintain in strict confidence the other Party’s Confidential Information and shall not disclose Confidential Information to third parties or copy, summarize, or use Confidential Information for any purpose except to perform their respective obligations herein.
        The obligations set forth in this Section do not apply to information that (i) is already properly known to the receiving Party prior to disclosure from the other Party; (ii) is developed by the receiving Party independently from disclosure by the other Party; (iii) subsequent to disclosure hereunder, is lawfully received by a Party from a third party having the right to communicate the information at issue; or (iv) the disclosing Party generally furnishes to others without confidentiality restrictions.
        In the event either A-Train or Client is required to produce Confidential Information of the other in connection with a judicial or governmental proceeding, the Party who is being requested to produce shall promptly communicate that to the other Party and shall limit disclosure of the other Party’s Confidential Information to the extent permitted by law in such proceeding.
      1. Terms and Termination. These Terms shall commence as of the effective date that the Project Summary is signed and shall continue until terminated as set forth in this Section. In general, these Terms and the relationship between the Parties may be terminated by either Party (i) for cause by reason of the other Party’s breach of its obligations hereunder, which breach remains uncured after sixty (60) calendar days written notice by the non-breaching Party, or (ii) without cause for convenience for any reason or no reason on sixty (60) calendar days prior written notice delivered to the other Party with the below exceptions. The foregoing notice requirement of sixty (60) days for termination for convenience shall require that the Client give sixty (60) days written notice on the last day of the then-current calendar month. If written notice is given prior to the last day of the current calendar month, the sixty (60) days required for notice shall not begin tolling until the 1st day of the next proceeding month. As an example, and to avoid confusion, if the Client provides sixty (60) days written notice of a desire to cancel the Services on June 15th, the 60 days will begin on July 1st, with an effective cancellation date of August 30th. Cancellation terms for services may differ between categories of agreements and/or different types of services as outlined below.

      Client may not terminate Services under a Project Summary until all active projects agreed upon have been completed and paid for in full. Projects that may be considered “active projects” include work such as website design and build, strategy projects, content writing, consulting projects, graphic design projects, or others defined by A-Train.

      If Client gives notice of cancellation A-Train shall immediately begin to wind-down active projects and close out accounts to assure as smooth a transition as possible and, upon A-Train’s discretion, immediately process final payments to finalize and close out the client account as quickly and effectively as possible.

      Additionally, upon termination by Client, Services already invoiced and paid for by Client shall be completed by A-Train, and there shall be no refund for any amount.

      Cancellation terms for specific types of agreements and services are as follows:

      • 7.1 Cancellation terms for services including Search Engine Optimization (SEO), Voicemail Campaigns, Social Media Services, Digital Campaigns, Social Influencer campaigns/services, and all other retained services are as follows:
        • After the minimum agreed upon period stated in the Project Summary either Party may terminate the relationship between the Parties with or without cause with sixty (60) calendar days prior written notice (with the notice becoming effective on the first day of the immediately following month, as provided above), in accordance with the Terms. If neither Party provides written notice of cancelation of the Services, then the Services will continue to be automatically billed and the Services provided until notice of cancelation is given in accordance with the Terms herein.
        • The Client agrees to continue its monthly fee-based billing payment during the sixty (60) calendar day termination period to complete work and ensure a smooth transition.
        • The Client further agrees, if termination occurs, to pay A-Train for all or any overage hours above and beyond the hours covered by payments by the Client to date, at A-Train’s standard hourly billing rate.
      • 7.2 Website Maintenance.
        • Client understands that the website maintenance Project Summary has an initial 12-month term which commences effective the date that the Project Summary for work is signed. Client further understands that the Project Summary will continue thereafter until cancelled or changed by either Party. Sixty (60) calendar days prior written notice is required to cancel such Project Summary (with the notice becoming effective on the first day of the immediately following month, as provided above).
        • Client further agrees, if termination occurs, to pay A-Train for all or any overage hours above and beyond the hours covered by payments by the Client to date, at A-Train’s established hourly rate, through the date of termination.
        • Client understands that price and scope of work includes the items listed in the Project Summary. Client further understands that should a site issue arise (such as a malicious attack, a problem generated by someone in Client’s organization, etc.), it may not be covered under the maintenance Project Summary, and that A-Train will assess the situation and provide an estimate for approval in this situation. All work beyond the scope of monthly maintenance as outlined in a Project Summary will be bid and agreed upon by A-Train and Client before any additional work commences.
        • By signing a Project Summary, Client agrees to hold A-Train, its employees, officers, and affiliates harmless in the event of malicious attacks, site outages, or system failures, except to the extent caused by A-Train’s gross negligence or willful misconduct.
      • 7.3 Obligations Upon Termination.
        • Upon termination, the Parties shall pay and fully settle their respective accounts with each other for Fees and Expenses incurred up through the effective date of termination. Client shall also complete all reservations, contracts, and commitments and pay for all work-in-process and Expenses to third parties for non-cancellable commitments entered into by A-Train on Client’s behalf.
        • Upon termination and Client’s payment of all items properly chargeable to Client, A-Train will reasonably cooperate in transferring the account to another agency.
        • Upon termination, each Party shall return the other Party’s Confidential Information that is in its possession at the time of termination.
      1. Indemnification.
      • 8.1 Indemnification. Without limitation to a Party’s legal rights and remedies by reason of a breach of the other Party’s obligations under these Terms, each Party shall defend, indemnify, and hold harmless the other Party from and against any and all claims, liabilities, damages, settlements and expenses, including reasonable legal fees and costs (collectively “Damages”), arising from a third-party claim by reason of a Party’s breach of its obligations under these Terms.
      • 8.2 Procedure. In the event that a claim is made against a Party and such claim is one that is subject to indemnification by the other Party under the Indemnification section in 8.1 above, the Party which receives such claim shall provide prompt written notice to the Party responsible for indemnification as outlined above. The Party responsible for indemnification shall have and assume sole control over the defense and settlement of such claim at its own expense. The Party which originally received such claim shall also have the right to participate at its own cost in the defense of any such claim with its own legal counsel. The failure to provide prompt written notice shall relieve the Party responsible for the indemnification hereunder only to the extent that the failure prejudiced such Party in defending the claim.
      • 8.3 Exclusive Remedy. This Section sets forth the Parties’ exclusive rights and remedies in the event of a claim for indemnification under these Terms.
      1. HIPAA and EPHI Compliance. A-Train provides the Services to numerous clients, including those in healthcare-related fields that may be required to comply with HIPAA or EPHI-related regulations. Client understands that though A-Train is trained in HIPAA compliance and attempts to follow all regulations, A-Train itself is not a healthcare provider nor legal counsel and therefore cannot guarantee it understands and follows all HIPAA-related and EPHI-related regulations. Furthermore, due to the nature of the Services provided by A-Train, Client may make alterations and changes to work product produced by A-Train, and A-Train has no control over compliance with relevant and applicable laws and regulations after such changes. Therefore, for the reasons discussed above, it remains Client’s sole responsibility to ascertain the relevancy of, and assure compliance with, all HIPAA and EPHI regulations and to inform A-Train of any potential breach of HIPAA or EPHI regulations. Client agrees to release, defend, indemnify, and hold harmless A-Train against all damages resulting from failed compliance or non-compliance with HIPAA and/or EPHI regulations arising out of the Services, or any products, systems, or services created by the Client based on recommendations, advice, or systems provided by A-Train, except to the extent finally determined by a court of competent jurisdiction to have been caused by A-Train’s gross negligence or willful misconduct. This Section is subject to and supplemented by Section 13 (Regulatory, Legal, and Website Compliance Disclaimer).
      1. ADA Compliance. A-Train strives to follow best practice guidelines regarding ADA compliance when providing the Services, however, A-Train is not legal counsel and therefore cannot in any way guarantee the adherence to and compliance with the ADA and/or related regulations including but not limited to those regarding website accessibility (the “ADA”). Furthermore, due to the nature of the Services provided by A-Train, Client may make alterations and changes to work product produced by A-Train, and A-Train has no control over compliance with relevant and applicable laws and regulations after such changes. Therefore, for the reasons discussed above, it remains Client’s sole responsibility to assure compliance with the ADA and all related regulations and to inform A-Train of any potential breach of the ADA. Client, therefore, agrees to release, defend, indemnify, and hold harmless A-Train against all damages resulting from failed compliance or non-compliance with the ADA arising out of the Services, or any products, systems, or services created by the Client based on recommendations, advice, or systems provided by A-Train, except to the extent finally determined by a court of competent jurisdiction to have been caused by A-Train’s gross negligence or willful misconduct. This Section is subject to and supplemented by Section 13 (Regulatory, Legal, and Website Compliance Disclaimer).
      1. Privacy Policy Compliance. A-Train strives to follow best practice guidelines regarding compliance with state, national, and international privacy laws, policies, and guidelines when providing the Services, however, A-Train is not legal counsel and therefore cannot in any way guarantee the adherence to and compliance with the GDPR, PIPL, CPA, CCPA/CPRA or any other state, national, or international privacy law or regulations. Furthermore, due to the nature of the Services provided by A-Train, Client may make alterations and changes to work product produced by A-Train, and A-Train has no control over compliance with relevant and applicable laws and regulations after such changes. Therefore, for the reasons discussed above, it remains Client’s sole responsibility to ascertain and ensure compliance with all relevant and applicable privacy laws and regulations, and to inform A-Train of any potential breach thereof. Client, therefore, agrees to release, defend, indemnify, and hold harmless A-Train against all Damages resulting from failed compliance or non-compliance with privacy laws and regulations arising out of the Services, or any products, systems, or services created by the Client based on recommendations, advice, or systems provided by A-Train, except to the extent finally determined by a court of competent jurisdiction to have been caused by A-Train’s gross negligence or willful misconduct.  This Section is subject to and supplemented by Section 13 (Regulatory, Legal, and Website Compliance Disclaimer).
      1. Warranty Disclaimer, Limitations on Liability. A-TRAIN EXPRESSLY DISCLAIMS ALL WARRANTIES AS TO A-TRAIN’S SERVICES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES WHETHER EXPRESS OR IMPLIED. NEITHER PARTY SHALL BE LIABLE TO THE OTHER HEREUNDER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, INDIRECT, OR EXEMPLARY DAMAGES, EVEN IF ONE PARTY HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. A-TRAIN’S AGGREGATE CUMULATIVE LIABILITY FOR ANY CLAIM ARISING UNDER THESE TERMS AND/OR THE PROJECT SUMMARY SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO A-TRAIN FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO LIABILITY.

      Cybersecurity Events and Third-Party System Risks. Cyber-attacks, data breaches, service disruptions, malware, ransomware, unauthorized access, and similar cybersecurity incidents (“Cybersecurity Events”) are becoming increasingly popular amongst criminals to steal, expose, alter, or destroy assets via unauthorized access to information technology systems used in connection with the Services.

      A-Train maintains commercially reasonable administrative, technical, and organizational safeguards to protect information within its control.  However, Client acknowledges and agrees that no system can be guaranteed to be completely secure and that A-Train does not control the security of third-party vendors, platforms, hosting providers, software providers, or Client-controlled systems.

      To the fullest extent permitted by law, and except to the extent caused by A-Train’s gross negligence or willful misconduct, Client agrees that A-Train shall not be liable for, and Client hereby releases, defends, indemnifies, and holds harmless A-Train from and against, any claims, damages, losses, liabilities, costs, or expenses (including reasonable attorneys’ fees) arising out of or relating to any Cybersecurity Event, including but not limited to the unauthorized access to, disclosure of, or loss of: (1) billing and banking information; (2) usernames, passwords, credentials, and other access to Client accounts; (3) confidential or proprietary information such as trade secrets, intellectual property, research, customer data, etc.; and (4) tracking, analytics, pixel, cookie, or similar data collected or processed through  Client websites, applications, digital systems, or other online accounts.

      Client acknowledges that responsibility for legal and regulatory compliance related to data protection, privacy disclosures, consent mechanisms, and tracking technologies is governed by Section 13 (Regulatory, Legal, and Website Compliance Disclaimer), and that A-Train has no obligation to monitor ongoing compliance unless expressly set forth in a Project Summary.

      1. Regulatory, Legal, and Website Compliance Disclaimer. Client acknowledges and agrees that A-Train is not a law firm, is not acting as legal counsel, and does not provide legal, regulatory, or compliance advice of any kind. Any recommendations, strategies, designs, systems, configurations, content, or technical implementations provided by A-Train are based on generally accepted industry practices and A-Train’s professional experience at the time the Services are performed, and are not a guarantee of legal or regulatory compliance.

      Without limiting the foregoing, A-Train makes no representations or warranties, express or implied, that any Deliverables, Services, recommendations, systems, websites, digital advertising campaigns, tracking tools, analytics configurations, accessibility features, privacy notices, consent mechanisms, or related materials comply with any applicable laws, regulations, standards, or guidelines, including but not limited to:

      • accessibility laws or standards (including ADA, WCAG, or similar requirements;
      • privacy, data protection, or consumer protection laws (including state, federal, or international laws such as GDPR, CCPA/CPRA, CPA, or similar frameworks; or
      • healthcare-related laws or regulations, including HIPAA or EPHI requirements.

      Client further acknowledges that compliance obligations may change over time and may be affected by factors outside of A-Train’s control, including but not limited to: changes made by Client or Client’s personnel; changes made by third-party vendors, platforms, hosting providers, advertising networks, content management systems, plugins, or integrations; and changes in applicable laws, regulations, or enforcement priorities.

      Client is solely responsible for determining whether the Deliverables and Client’s use thereof comply with all applicable laws and regulations, for obtaining appropriate legal advice, and for implementing and maintaining any required compliance measures on an ongoing basis, and A-Train shall have no obligation to audit, monitor, or update any Deliverables for compliance after delivery unless expressly stated in a Project Summary.

      To the fullest extent permitted by law, Client agrees to release, defend, indemnify, and hold harmless A-Train from and against any and all claims, liabilities, damages, penalties, fines, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to any alleged or actual failure of Client’s website, digital systems, advertising practices, tracking technologies, or use of the Deliverables to comply with applicable legal or regulatory requirements, whether arising from A-Train’s Services, Client’s modifications, third-party platform changes, or subsequent use of the Deliverables.

      The indemnification obligations set forth in this Section 13 are independent of, and in addition to, the indemnification obligations set forth in Section 8.

      1. Governing Law; Jurisdiction. These Terms shall be exclusively governed by and construed in accordance with Colorado law without reference to any conflicts of law provisions. In the event of any litigation or alternative dispute resolution proceeding, such as arbitration or mediation, between the Parties and arising out of these Terms, the federal and state courts situated in Denver, Colorado, shall have sole and exclusive jurisdiction over such litigation, and such alternative dispute resolution proceeding shall be conducted solely in Larimer County, Colorado.
      1. Attorneys’ Fees. In the event A-Train incurs legal fees and expenses to collect its invoices for Fees and Expenses, Client shall reimburse A-Train for its reasonable attorneys’ fees and costs incurred. In the event of any other dispute between the Parties, the prevailing Party in such dispute shall recover its reasonable attorneys’ fees and costs from the non-prevailing Party.
      1. Relationship of the Parties. The relationship of the Parties hereto is that of independent contractors. Nothing in these Terms and/or any Project Summary, and no course of dealing between the Parties, shall be construed to create or imply an employment or agency relationship or a partnership or joint venture relationship between the Parties or between one Party and the other Party’s employees or agents. Each of the Parties is an independent contractor and neither Party has the authority to bind or contract any obligation in the name of or on account of the other Party or to incur any liability or make any statements, representations, warranties, or commitments on behalf of the other Party, or otherwise act on behalf of the other. Each Party shall be solely responsible for payment of the salaries of its employees and personnel (including withholding of income taxes and social security), workers compensation, and all other employment benefits.
      1. Dispute Resolution. Any dispute arising out of or relating to these Terms or any Project Summary, including the alleged breach, termination, validity, interpretation, and performance thereof (“Dispute”) shall be resolved with the following procedures and shall not be shared publicly or privately either individually or via any social media or public review service with any third party prior to or after the commencement of mediation regardless of the result of said mediation. Any violation of this Section may result in the Client being held liable for any all damages caused to A-Train up to but not exceeding $15,000 per violation. Any Dispute Resolution shall follow the below steps:
      • Negotiation. Upon written notice of any Dispute, the Parties shall attempt to resolve it promptly by negotiation between executives who have authority to settle the Dispute and this process should be completed within thirty (30) calendar days (the “Negotiation”).
      • Mediation. If the dispute has not been resolved by Negotiation in accordance with the above paragraph, then the Parties shall proceed to mediation unless the Parties, at the time of the dispute, agree to a different timeframe. A “Notice of Mediation” shall be served, signifying that the Negotiation was not successful and to commence the mediation process. All Parties agree, by agreement to these Terms, to use whatever fair and unbiased mediator may be mutually selected by the Parties, or by submitting to a randomly selected mediator through a mediation program. The mediation session shall be held within forty-five (45) calendar days of the retention of the mediator (or as reasonably soon thereafter based on the mediator’s availability), and last until a mutual agreement can be met. All reasonable efforts will be made to complete the mediation within thirty (30) calendar days of the first mediation session. The service of the Notice of Mediation shall stay the running of any applicable statute of limitations regarding the Dispute until thirty (30) calendar days after the parties agree that the mediation is concluded. Each side shall bear an equal share of the mediation costs unless the Parties agree otherwise. All communications, both written and oral, during the dispute resolution process are confidential and shall be treated as settlement negotiations for purposes of applicable rules of evidence; however, documents generated in the ordinary course of business prior to the Dispute, that would otherwise be discoverable, do not become confidential simply because they are used in the Negotiation and/or Mediation process. The process shall be confidential based on terms acceptable to the mediator and/or mediation service provider.
        1. General.

         

        • 18.1 Event of Force Majeure. Except for Client’s payment obligations hereunder, neither Party will be liable for a delay or default in the performance of such Party’s obligations under these Terms if such delay or default is caused by conditions beyond such Party’s control, including an act of God, government restriction, war, terrorism, strike, fire, flood, global or national health emergency or pandemic, or work stoppage or embargo. In the event of a force majeure event, the Party will use commercially reasonable efforts to resume performance of their respective obligations upon cessation of such force majeure event.
        • 18.2 Entire Agreement. These Terms, together with any updates as described in Section 18.3 below and any applicable Project Summary, constitutes the complete and entire agreement and understanding between the Parties hereto with respect to the subject matter hereof and supersedes any prior understandings, agreements, or representations between the Party, written or oral. In the event of any conflict or inconsistency between these Terms and the Project Summary, the Project Summary shall control, but only with respect to the specific Services, pricing, deliverables, or provisions explicitly stated therein.
        • 18.3 Updates to Terms; Amendment; Waiver. A-Train strives to provide clear communication to all of its clients. As such, A-Train must occasionally make necessary updates to these Terms to accurately reflect its policies and procedures (“Updates”). A-Train will provide Client with advanced e-mail notice of any Updates to the e-mail on file for Client with A-Train. Upon receiving such e-mail notice, Client shall have thirty (30) days to review and assess these Updates and the Terms of Service. Continued use of the Services or any product or system provided by A-Train after the thirty (30) day review period shall constitute explicit agreement to the Terms as updated. If Client does not agree to the updated Terms, Client shall promptly notify A-Train in writing of such disagreement prior to the end of the review period and A-Train shall assist Client in an immediate cancellation of all Services.
          Except for Updates made by A-Train under this Section 18.3, no modification, amendment, or waiver of any provision of these Terms shall be effective unless such modification, amendment, or waiver is in a writing signed by all Parties.
          The failure of any Party to enforce any of the provisions herein shall not be construed as a waiver of such provisions and shall not affect the right of such Party thereafter to enforce each and every provision herein in accordance with its terms.
        • 18.4 All notices or other communications under these Terms shall be in writing and shall be delivered personally, sent by express courier, e-mailed to a designated e-mail, or mailed by registered or certified mail (return receipt requested), postage prepaid, to the Party at the following addresses (or at such other address as shall be specified by any Party by like notice):If to A-Train:
          A-Train Marketing Communications, Inc.
          Attn: Chief Executive Officer
          155 E. Boardwalk Dr., Ste. 400
          Fort Collins, CO 80525

          If to client, to the billing address Client has provided to A-Train as set forth in A-Train’s records or to the e-mail provided by Client to A-Train. All such notices and other communications shall be deemed to have been given and received (i) in the case of personal delivery, on the date of such delivery, (ii) in the case of delivery by overnight courier, on the business day following dispatch, (iii) in the case of mailing, on the third business day following such mailing, and (iv) in the case of e-mailing, on the date of sending.

        • 18.5 Severability. In the event any provision of these Terms shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited, or unenforceable for any reason, such provision shall be ineffective without invalidating the remaining provisions of these Terms.
        • 18.6 Assignment. A-Train may assign or subcontract its rights and obligations, in whole or in part, to any affiliate or third party without Client’s consent; Client shall not assign these Terms or any rights or obligations hereunder, whether by operation of law or otherwise, without A-Train’s prior written consent. 
        • 18.7 Successors and Assigns. These Terms shall bind and inure to the benefit of and be enforceable by the Parties hereto and their permitted successors and assigns. Client shall not assign these Terms or its rights or obligations hereunder, whether by operation of law, change of control, or otherwise, without A-Train’s prior written consent. These Terms are not intended to and do not create any third-party beneficiaries.
        • 18.8 Notices. All notices or other communications under these Terms shall be in writing and shall be delivered personally, sent by express courier, or mailed by registered or certified mail (return receipt requested), postage prepaid, to the Party at the following addresses (or at such other address as shall be specified by any Party by like notice):
          • If to A-Train:
            A-Train Marketing Communications, Inc.
            Attn: Chief Executive Officer
            155 E. Boardwalk Dr., Ste. 400
            Fort Collins, CO 80525
          • If to client, to the billing address Client has provided to A-Train as set forth in A-Train’s records. All such notices and other communications shall be deemed to have been given and received (i) in the case of personal delivery, on the date of such delivery, (ii) in the case of delivery by overnight courier, on the business day following dispatch, and (iii) in the case of mailing, on the third business day following such mailing.
        • 18.9 Construction. The section titles and other captions of these Terms are for convenience only and do not constitute a part of these Terms. The word “including” as used herein also means “including without limitation” and words of similar import. Any legal or other equitable principle that requires the interpretation of these Terms or any provision herein against the Party drafting these Terms shall not apply in any interpretation hereof.
        • 18.10 Survival. Each term and provision of these Terms that should by its sense and context survive any termination or expiration of any relationship between the Parties, shall so survive regardless of the cause and even if resulting from the material breach of either Party to these Terms and/or Project Summary.
        1. Privacy Policy. A-Train has adopted a privacy policy that is posted on the following web address: https://atrainmarketing.com/privacy-policy/.

        The privacy policy may be updated periodically in order to reflect changes to our practices or for other operational, legal or regulatory reasons.

        By signing these Terms and/or a Project Summary, A-Train and Client hereby represent each for its own account that it is duly authorized to execute, deliver, and perform these Terms and that the person executing these Terms on behalf of A-Train and Client is duly authorized to execute these Terms on such Party’s behalf.

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