1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between The Promo CMO, a sole proprietorship owned and operated by Robert Jay Hagel, Jr. ("Company," "we," "us," or "our"), and you ("Client," "you," or "your") regarding your use of our marketing consulting services and website located at https://thepromocmo.com.

By accessing our website, engaging our services, or entering into a service agreement with us, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, please do not use our services.

2. Description of Services

The Promo CMO provides marketing consulting services specializing in the promotional products industry, including but not limited to:

• Marketing strategy development and consultation
• Promotional product recommendations and sourcing
• Campaign planning and execution support
• Market analysis and competitive intelligence
• Brand development and positioning
• Digital marketing guidance
• Industry insights and trend analysis

Our services are provided to businesses only (B2B) and are not intended for individual consumers.

3. Service Agreements

3.1 Individual Service Contracts

Specific terms for each consulting engagement will be detailed in separate service agreements, statements of work, or project proposals ("Service Agreements"). In case of conflict between these Terms and a Service Agreement, the Service Agreement will prevail for that specific engagement.

3.2 Scope of Work

Each Service Agreement will specify:

• Scope of services to be provided
• Timeline and deliverables
• Fees and payment terms
• Specific terms and conditions for that engagement

4. User Responsibilities

4.1 Accurate Information

You agree to provide accurate, current, and complete information when engaging our services and to update such information as necessary.

4.2 Cooperation

You agree to:

• Provide necessary access to personnel, systems, and information
• Respond promptly to reasonable requests for information
• Designate appropriate personnel to work with our team
• Comply with all applicable laws and regulations

4.3 Use Restrictions

You agree not to:

• Use our services for illegal or unauthorized purposes
• Interfere with or disrupt our services or servers
• Attempt to gain unauthorized access to our systems
• Share confidential information outside agreed parameters
• Use our intellectual property without permission

5. Fees and Payment

5.1 Service Fees

Fees for our services will be specified in individual Service Agreements. Unless otherwise stated:

• Fees are due according to the payment schedule in your Service Agreement
• Late payments may incur interest charges as permitted by law
• All fees are exclusive of applicable taxes

5.2 Payment Methods

We accept payment via:

• Check
• Wire transfer
• Venmo
• Zelle
• Other methods as agreed in writing

5.3 Disputed Charges

If you dispute any charges, you must notify us in writing within 30 days of the invoice date.

6. Intellectual Property

6.1 Our Intellectual Property

All content, materials, methodologies, templates, and intellectual property developed by us remain our exclusive property unless specifically transferred in writing. This includes:

• Proprietary methodologies and processes
• Templates and tools
• Research and analysis frameworks
• Software and systems

6.2 Work Product

Unless otherwise specified in a Service Agreement:

• Customized deliverables created specifically for you will be your property upon full payment
• Pre-existing materials and methodologies remain our property
• You receive a non-exclusive license to use our methodologies for your internal business purposes

6.3 Client Materials

You retain ownership of your proprietary information, materials, and data. By engaging our services, you grant us a limited license to use such materials solely for providing services to you.

7. Confidentiality

7.1 Mutual Confidentiality

Both parties acknowledge that they may have access to confidential information. We agree to:

• Maintain the confidentiality of your business information
• Use confidential information solely for providing services
• Return or destroy confidential information upon request

7.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is publicly available through no breach of this agreement
• Was known prior to disclosure
• Is independently developed without use of confidential information
• Must be disclosed by law or court order

8. Data Protection and AI Usage

8.1 Data Processing

We process your data in accordance with our Privacy Policy and applicable data protection laws including GDPR, CCPA, and PIPEDA.

8.2 AI and Third-Party Services

We may use artificial intelligence tools and third-party services (including OpenAI, Anthropic, and MerchAI) to enhance our services. By engaging our services, you consent to such usage, subject to our data protection obligations.

8.3 Data Security

We implement reasonable security measures to protect your information, but cannot guarantee absolute security. You acknowledge the inherent risks in electronic communications and data storage.

9. Warranties and Disclaimers

9.1 Professional Standards

We warrant that our services will be performed with reasonable skill and care consistent with industry standards.

9.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY STATED, OUR SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

9.3 No Guarantee of Results

We cannot guarantee specific business results, outcomes, or success from our consulting services. Results depend on numerous factors beyond our control.

10. Limitation of Liability

10.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO OUR SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM.

10.2 Excluded Damages

WE SHALL NOT BE LIABLE FOR:

• INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• LOSS OF PROFITS, REVENUE, OR BUSINESS OPPORTUNITIES
• BUSINESS INTERRUPTION OR LOSS OF DATA
• THIRD-PARTY CLAIMS OR DAMAGES

10.3 Exceptions

Nothing in these Terms excludes or limits liability for:

• Death or personal injury caused by negligence
• Fraud or fraudulent misrepresentation
• Other liability that cannot be excluded by law

11. Indemnification

You agree to indemnify and hold us harmless from any claims, damages, or expenses arising from:

• Your breach of these Terms or any Service Agreement
• Your violation of applicable laws or regulations
• Your misuse of our services or intellectual property
• Third-party claims related to your business operations

12. Term and Termination

12.1 Term

These Terms remain in effect while you use our services or maintain an active Service Agreement.

12.2 Termination Rights

Either party may terminate:

• Individual Service Agreements according to their terms
• These Terms with 30 days written notice
• Immediately for material breach or insolvency

12.3 Effect of Termination

Upon termination:

• All unpaid fees become immediately due
• Confidentiality obligations survive
• Each party returns confidential information
• Accrued rights and remedies are preserved

13. Force Majeure

We shall not be liable for delays or failures in performance caused by circumstances beyond our reasonable control, including natural disasters, government actions, labor disputes, or technical failures.

14. Governing Law and Jurisdiction

14.1 Governing Law

These Terms are governed by the laws of the State of California, United States, without regard to conflict of law principles.

14.2 Jurisdiction

Any disputes will be resolved in the state or federal courts located in Orange County, California. You consent to the jurisdiction of these courts.

14.3 International Users

Users outside the United States acknowledge that these Terms are governed by California law and agree to jurisdiction in California courts.

15. Dispute Resolution

15.1 Informal Resolution

Before filing any formal dispute, the parties agree to attempt good faith negotiations to resolve the matter.

15.2 Mediation

If informal resolution fails, disputes shall first be submitted to binding mediation under the rules of the American Arbitration Association.

15.3 Arbitration

If mediation fails, disputes shall be resolved through binding arbitration in Orange County, California, under AAA Commercial Arbitration Rules.

16. General Provisions

16.1 Entire Agreement

These Terms, together with any Service Agreements and our Privacy Policy, constitute the entire agreement between the parties.

16.2 Modifications

We may update these Terms periodically. Material changes will be communicated via email or website notice. Continued use of our services constitutes acceptance of updated Terms.

16.3 Severability

If any provision of these Terms is found unenforceable, the remainder shall remain in full force and effect.

16.4 Waiver

Our failure to enforce any provision does not constitute a waiver of that provision or any other provision.

16.5 Assignment

You may not assign these Terms without our written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

16.6 Independent Contractors

Our relationship is that of independent contractors. These Terms do not create a partnership, joint venture, or employment relationship.

17. Notices

All notices must be in writing and sent to:

To Company:
The Promo CMO
Robert Jay Hagel, Jr.
9 Opera Lane, Aliso Viejo, CA 92656
Email: [email protected]

To Client:
At the address provided in your Service Agreement or as updated by you in writing.

18. Accessibility

We are committed to making our services accessible to users with disabilities. If you encounter accessibility barriers, please contact us at [email protected].

19. Export Controls

Our services and any related technical data may be subject to U.S. export control laws. You agree to comply with all applicable export control regulations.

20. Contact Information

For questions about these Terms, contact us at:

The Promo CMO
Robert Jay Hagel, Jr., Owner
Email: [email protected]
Phone: +1 949-806-5514
Address: 9 Opera Lane, Aliso Viejo, CA 92656