Last updated: October 24, 2025
These Terms & Conditions (the “Terms”) constitute a legally binding agreement between you (“Client,” “you,” or “your”) and DaronR Managing Partners, Limited Company (“Company,” “we,” “us,” or “our”), which operates daronr.com and its related sites, platforms, and services. By accessing or using our websites, customer portals, deliverables, or any product or service we provide (collectively, the “Services”), you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Services. The Services are offered subject to your acceptance, without modification, of all terms, conditions, and notices contained herein.
Non?Legal Advice Notice. We are not your attorneys, and this document is provided for general informational purposes only. You should obtain independent legal counsel to review and tailor these Terms to your specific facts and governing law.
1. Definitions
“Agreement” means these Terms, together with any order form, statement of work (“SOW”), insertion order (“IO”), service level agreement (“SLA”), data processing addendum (“DPA”), or other executed document referencing these Terms. “Client Content” means any content, data, materials, trademarks, logos, brand assets, instructions, or deliverables furnished by or on behalf of Client to Company. “Deliverables” means items produced or provided by Company in the course of providing the Services, including but not limited to websites, landing pages, creative assets, ad copy, code, reports, dashboards, and documentation. “Third?Party Services” means any third?party platforms, networks, APIs, data providers, hosting providers, registrars, cloud vendors, advertising networks, analytics tools, payment processors (including Stripe), or plugins used in connection with the Services. Capitalized terms not defined herein shall have the meaning ascribed in the Agreement.
2. Acceptance of Terms
By clicking “I Agree,” executing an SOW/IO, paying any invoice, or accessing any portion of the Services, you accept the Agreement. Your continued use after an update to these Terms constitutes acceptance of the revised Terms. If you are entering into the Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity; in such case, “you” and “Client” shall refer to that entity. If you do not have such authority or do not agree with the Terms, you must not use the Services.
3. Eligibility & Compliance
You represent that you are at least the age of majority in your jurisdiction and legally capable of forming a binding contract. You shall comply with all applicable laws, rules, regulations, and industry guidelines in connection with the Services, including but not limited to data protection, consumer protection, advertising, intellectual property, anti?spam, and export control laws. You shall not use the Services for any unlawful, harmful, or abusive purpose. Company may suspend or terminate the Services for non?compliance or suspected violations, without liability.
4. Account Registration & Security
You may be required to create an account to access certain Services. You agree to provide accurate, current, and complete information and to keep such information updated. You are responsible for maintaining the confidentiality of your credentials and for all activities that occur under your account. You must promptly notify us of any unauthorized use, suspected breach, or security incident. Company is not liable for any loss or damage arising from your failure to safeguard your account.
5. Scope of Services Overview
Company provides a portfolio of Services, which may include cloud hosting, search engine optimization (“SEO”), pay?per?click (“PPC”) advertising, WordPress web design and development, website management and maintenance, management consulting, content creation, customer journey strategy, AI automation, and data analytics. The precise scope, timelines, assumptions, and dependencies of any engagement will be specified in an applicable SOW/IO. To the extent of any conflict between these Terms and an SOW/IO, the SOW/IO shall control with respect to the subject matter therein.
6. Cloud Hosting Services
Cloud hosting Services are provisioned on shared, virtual private, or dedicated infrastructure, as detailed in the applicable SOW/IO or SLA. Company’s obligations are limited to reasonable commercial efforts to provision, configure, and maintain hosting resources in accordance with industry practices and any SLA expressly agreed in writing. Uptime targets, backup frequencies, recovery point objectives, and recovery time objectives, if any, are exclusively as stated in the SLA; absent a written SLA, Services are provided on an “AS IS” and “AS AVAILABLE” basis without uptime guarantees. Client is responsible for domain registration, DNS records, SSL renewal, email deliverability, and all content hosted on the environment, and shall not upload or enable any malicious, infringing, or unlawful materials.
7. SEO Services — Disclaimers & Non?Guarantees
SEO is inherently uncertain and influenced by numerous variables beyond Company’s control, including but not limited to search engine algorithm changes, competitor actions, website age and authority, backlink profiles, content quality, crawl budgets, and third?party platform policies. Accordingly, Company does not guarantee rankings, traffic, impressions, conversions, revenue, or any particular outcome, timing, or performance metrics. Any forecasts, roadmaps, or projections are estimates only and are not assurances of results. Client acknowledges that algorithmic updates or manual actions by search engines may adversely affect performance and that remediation may require additional time, scope, and budget.
8. PPC Advertising — Disclaimers & Allocation of Risk
PPC outcomes are contingent on auction dynamics, platform policies, tracking fidelity, market conditions, budgets, creative variables, and landing page experience, many of which are outside Company’s control. Client assumes all spend risk on advertising platforms; Company is not liable for click fraud, invalid traffic, policy enforcement, ad disapprovals, platform outages, attribution discrepancies, or conversion tracking limitations. Performance targets, if any, are non?binding and illustrative only. Unless expressly stated in an SOW/IO, Company provides management and optimization services but does not warrant cost?per?result, return on ad spend, or profitability.
9. WordPress Web Design, Development & Website Disclaimers
WordPress Services may leverage third?party themes, plugins, page builders, frameworks, or custom code. Compatibility, updates, and long?term maintenance of third?party components are governed by their respective vendors, and Company disclaims all liability for vendor updates, security vulnerabilities, deprecations, or conflicts. Cross?browser and responsive behavior are implemented to modern standards at the time of delivery; however, variations may occur across devices, operating systems, browser versions, and assistive technologies. After final delivery or launch, changes, bug fixes, enhancements, and support are outside scope unless covered by an active maintenance plan.
10. Management Consulting
Management consulting Services may include strategic planning, operational frameworks, organization design, process optimization, and advisory communications. These Services are advisory in nature and rely on inputs, assumptions, and constraints provided by Client. No fiduciary duty is created by the provision of consulting Services, and Client retains sole responsibility for implementation decisions, compliance, and outcomes. Company’s recommendations are provided in good faith but do not constitute legal, tax, accounting, investment, or HR advice.
11. Content Creation
Content Services may include copywriting, graphic design, video scripts, blogs, social posts, brand guidelines, email templates, and similar assets. Unless otherwise specified in an SOW/IO, Deliverables are provided for the territory and channels identified therein and for a single brand use. Client bears responsibility for regulatory and compliance review (including advertising disclosures, sector?specific rules, and claims substantiation) prior to publication. Company does not warrant that any Deliverables will be free of errors or achieve marketing objectives; revisions beyond the agreed rounds are billable.
12. Customer Journey & Experience Strategy
Customer journey mapping, funnel architecture, CRM workflows, and related experience design are conceptual frameworks dependent on Client systems, data integrity, and execution. Because real?world user behavior is stochastic and path?dependent, outcomes may materially deviate from models. Any journey performance metrics, KPIs, or benchmarks are illustrative and contingent on variables not controlled by Company. Client is responsible for consent management, opt?in records, suppression lists, and anti?spam compliance across channels.
13. AI Automation
AI workflows, chatbots, assistants, and automations may rely on third?party models, APIs, orchestration layers, or custom prompts. AI outputs can be probabilistic, non?deterministic, and may contain inaccuracies, biases, or hallucinations, and therefore must be reviewed by Client before use. Client shall not deploy AI outputs in contexts requiring professional judgment, safety?critical operations, or legal/medical/financial advice without appropriate human oversight. Company disclaims liability for decisions made or actions taken in reliance on AI outputs and for any platform policy changes affecting availability or pricing.
14. Data Analytics — Methodological Variance & Third?Party Dependencies
Analytics insights, dashboards, and reports may vary due to differences in attribution models, cookie policies, tracking prevention, sampling, deduplication, bot filtering, data retention windows, and provider methodologies. Metrics from Google Analytics, Google Search Console, Bing Webmaster Tools, Meta/LinkedIn/TikTok platforms, ad servers, CRMs, CDPs, and data warehouses will not perfectly reconcile. All analytics are provided “AS IS,” and Company does not warrant accuracy, completeness, or fitness for a particular purpose. Client is responsible for configuring lawful data collection (including consent banners, DPA/CCPA/GDPR compliance, and Do Not Track/Global Privacy Control signals where applicable).
15. Client Responsibilities & Dependencies
Client shall provide timely access to accounts, assets, approvals, credentials, content, product data, budgets, personnel, and decision?makers as reasonably required for the Services. Delays, omissions, or inaccuracies in Client inputs may delay timelines and increase cost and shall not constitute a breach by Company. Client is solely responsible for claims, representations, comparative statements, pricing, or offers contained in Client Content or required disclosures. Client shall maintain appropriate backups of Client Content and environments unless an SLA expressly provides otherwise.
16. Fees, Billing & Payment Terms
Fees are set forth in the applicable SOW/IO and may include one?time, milestone, retainer, or usage?based charges. Unless otherwise stated, invoices are due net ten (10) days from date of invoice, and late amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client is responsible for all taxes, duties, and governmental charges (excluding taxes on Company’s net income). Payments may be processed via third?party payment processors, including Stripe; by submitting a payment method, you authorize Company and its processors to charge applicable amounts and to share transaction metadata for fraud prevention and compliance. Company may suspend Services for non?payment and may condition resumption on cure and prepayment.
17. Changes, Out?of?Scope & Rate Adjustments
Change requests, scope expansions, accelerated timelines, or additional revision rounds require a written change order and may incur additional fees at Company’s then?current rates. Third?party vendor price increases, platform fee changes, or currency fluctuations may necessitate adjustments to pass?through costs. Company will use commercially reasonable efforts to notify Client of material changes prior to incurrence. Absent written approval, Company is not obligated to proceed with out?of?scope work.
18. Intellectual Property — Ownership & License
Subject to full payment of all fees due, Company hereby grants Client a non?exclusive, worldwide, royalty?free license to use the final Deliverables for the purposes and channels specified in the SOW/IO. Company retains all right, title, and interest in and to its pre?existing materials, know?how, frameworks, processes, templates, software, and tools, including all improvements and derivative works (“Company IP”). Client grants Company a limited, non?exclusive license to use Client Content solely to perform the Services. Unless prohibited in writing, Client grants Company a limited right to reference Client’s name and non?confidential Deliverables in portfolios, case studies, and marketing.
19. Third?Party Services & Open Source
The Services may depend on Third?Party Services (e.g., hosting providers, registrars, analytics, marketing platforms, Stripe and other payment processors, plugins) governed by their own terms and privacy policies, which are incorporated by reference. Company does not control and is not responsible for Third?Party Services, including their availability, security, pricing, or performance. Open?source components, if used, are provided under their respective licenses; to the extent of conflict, the open?source license controls. Client’s breach of third?party terms is a material breach of this Agreement.
20. Confidentiality
“Confidential Information” means non?public information disclosed by either party that is marked or reasonably understood to be confidential, including business plans, financials, customer lists, source code, security information, and SOW pricing. Each party will use the other’s Confidential Information solely to perform under this Agreement and will protect it using commercially reasonable measures. Exclusions include information that is or becomes public without breach, was known without restriction, is independently developed, or is rightfully received from a third party. Obligations survive for three (3) years from disclosure, except trade secrets which survive as long as so classified under applicable law.
21. Privacy; Data Protection
Each party shall comply with applicable privacy and data protection laws. If the Services involve processing personal data on Client’s behalf, the parties shall execute a DPA that governs such processing and incorporates Standard Contractual Clauses as required. Client is solely responsible for privacy notices, consent mechanisms, opt?in records, data subject requests, and configuration of geo?specific compliance. Company may process limited personal data as a controller for account administration, billing, fraud prevention, and legal compliance as described in our Privacy Policy. Privacy inquiries should be directed to privacy@daronr.com.
22. Security
Company implements administrative, technical, and physical safeguards consistent with industry practices for similarly situated providers. No system is 100% secure, and Client acknowledges inherent risks of internet transmission, third?party platform breaches, credential compromise, and misconfiguration. Client shall use strong credentials, multi?factor authentication where available, and least?privilege access. Security obligations do not extend to environments or systems outside Company’s reasonable control.
23. Warranties & Disclaimers
EXCEPT AS EXPRESSLY STATED IN A SIGNED SOW/SLA, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. COMPANY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON?INFRINGEMENT, AS WELL AS WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. CLIENT’S SOLE REMEDY FOR ANY DEFECT IS REPAIR OR REPLACEMENT OF THE AFFECTED DELIVERABLES, IF FEASIBLE, OR A PRO?RATA CREDIT, AT COMPANY’S DISCRETION. NO ADVICE OR INFORMATION CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.
24. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, COVER, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST GOODWILL, DATA LOSS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE AGREEMENT SHALL NOT EXCEED THE FEES ACTUALLY PAID BY CLIENT TO COMPANY FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM IN THE SIX (6) MONTHS PRECEDING THE EVENT FIRST GIVING RISE TO LIABILITY. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE.
25. Indemnification
Client shall defend, indemnify, and hold harmless Company and its officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Client Content; (b) Client’s products, services, or business practices; (c) Client’s use of the Services in violation of the Agreement or applicable law; or (d) allegations that Client Content or instructions infringe, misappropriate, or violate any third?party rights. Company shall promptly notify Client of any claim, permit Client to control the defense and settlement (subject to Company’s approval of any settlement that imposes obligations or admissions on Company), and reasonably cooperate at Client’s expense.
26. Acceptable Use
Client shall not (a) engage in unlawful, deceptive, or abusive practices; (b) transmit malware, spam, or harmful code; (c) attempt to gain unauthorized access to any system; (d) circumvent security or usage limits; (e) reverse engineer, decompile, or derive source code from any component of the Services except to the extent permitted by law; or (f) use the Services to publish or promote defamatory, infringing, obscene, or otherwise objectionable content. Company may suspend access, remove content, or take other remedial actions for violations or suspected violations.
27. Compliance; Advertising & Anti?Spam
Client is solely responsible for compliance with FTC advertising rules, platform?specific ad policies, CAN?SPAM, CASL, GDPR/UK?GDPR e?privacy rules, TCPA, state privacy laws (including CCPA/CPRA), and sector?specific regulations. Email, SMS, and telemarketing campaigns require appropriate consent, identification, opt?out mechanisms, and recordkeeping. Claims in ads or content must be truthful, non?misleading, and substantiated. Company may decline work it reasonably believes violates law or policy.
28. Term; Suspension; Termination
The Agreement begins on the effective date of the first SOW/IO and continues until terminated as provided herein. Either party may terminate for material breach not cured within thirty (30) days of written notice. Company may suspend or terminate immediately for non?payment, legal or policy violations, or risk to systems or third parties. Upon termination, Client shall pay all fees accrued and non?cancelable costs; certain provisions (including, without limitation, Intellectual Property, Confidentiality, Fees, Disclaimers, Limitations, and Indemnification) survive termination.
29. Force Majeure
Neither party shall be liable for delays or failures caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, governmental actions, pandemics, supply chain failures, utility interruptions, platform outages, or internet backbone failures. Performance shall be excused for the duration of the force majeure event, provided the affected party uses reasonable efforts to mitigate and resume performance.
30. Dispute Resolution; Governing Law; Venue
The Agreement and any dispute arising out of or relating hereto shall be governed by the laws of the State of Arizona, without regard to conflict?of?laws principles. The parties agree to binding arbitration administered by JAMS or the American Arbitration Association (AAA) under its commercial rules, conducted in Maricopa County, Arizona, in English, before a single arbitrator. The parties waive any right to a jury trial and to participate in a class or representative action, to the fullest extent permitted by law. Notwithstanding the foregoing, either party may seek injunctive relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information.
31. Notices
Notices shall be in writing and deemed given when delivered by hand, overnight courier with tracking, certified mail (return receipt requested), or email with confirmation to the addresses set forth in the SOW/IO. Legal notices to Company should be sent to legal@daronr.com with the subject line “Legal Notice,” and privacy/DPA notices should be sent to privacy@daronr.com. Client is responsible for keeping its notice information current. Routine communications may be sent by email. Legal notices to Company shall be marked “Attention: Legal.”
32. Assignment; Subcontracting
Client may not assign or transfer the Agreement, in whole or in part, without Company’s prior written consent, and any attempted assignment in violation of this section is void. Company may assign the Agreement to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets. Company may subcontract portions of the Services to qualified subcontractors, remaining responsible for their performance.
33. Relationship of the Parties
The parties are independent contractors. Nothing herein creates a partnership, franchise, joint venture, agency, fiduciary, or employment relationship. Neither party has authority to bind the other without express written consent.
34. Publicity; Portfolio Rights
Unless expressly prohibited in an SOW/IO, Client permits Company to identify Client as a customer and to display non?confidential Deliverables for portfolio, case studies, award submissions, and marketing, provided that Company shall remove any such reference upon reasonable written request. Any publicity beyond name and logo requires prior written approval.
35. Severability; Waiver
If any provision of the Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be deemed modified to the minimum extent necessary to render it enforceable. No waiver of any breach constitutes a waiver of any other or subsequent breach. Failure to enforce any provision shall not constitute a waiver.
36. Entire Agreement; Order of Precedence; Amendments
The Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous proposals, representations, and understandings, whether written or oral. In case of conflict, the following order of precedence applies: (1) DPA (for data processing matters), (2) SLA (for uptime/hosting matters), (3) SOW/IO, and (4) these Terms. Amendments must be in writing and signed by both parties. No other terms (including purchase order terms) shall modify this Agreement unless expressly accepted in writing by Company.
37. Export; Sanctions; Anti?Corruption
Client represents that it is not named on any U.S. government denied party list and will not permit access to or use of the Services in violation of export control or sanctions laws. Client shall comply with applicable anti?corruption and anti?bribery laws, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act. Client shall not offer or provide any prohibited payment or thing of value to any government official or other person for the purpose of obtaining or retaining business or any improper advantage.
38. Electronic Communications; Consent to Do Business Electronically
Client consents to transact and receive communications electronically, including agreements, invoices, disclosures, and notices. Electronic signatures, click?through acceptances, and email exchanges shall constitute valid execution to the fullest extent permitted by law. Client may withdraw consent subject to reasonable processing time and by discontinuing use of the Services.
39. Survival
Sections relating to ownership, confidentiality, privacy, fees, disclaimers, limitations of liability, indemnification, dispute resolution, and any other provisions that by their nature should survive termination shall survive termination or expiration of the Agreement. Rights and remedies are cumulative and not exclusive.
Service?Specific Addenda (Incorporated by Reference)
A. SEO Addendum — Non?Guarantees & Algorithmic Change Risk
SEO roadmaps and deliverables (technical audits, on?page optimization, content briefs, link acquisition strategies) are best?effort services. Search engines may deploy core or spam updates, manual actions, volatility, or indexing changes that materially impact visibility. Company is not responsible for performance degradation attributable to algorithmic updates, competitor activity, or Client changes (e.g., site migrations, CMS updates, content removal) made without Company’s review. Remediation or recovery efforts constitute new scope and may require extended timelines with no guarantee of restoration.
B. PPC Addendum — Spend Custody & Platform Controls
Unless the SOW/IO explicitly states otherwise, ad accounts remain under Client ownership and custody, and Client funds all media spend directly with platforms. Company provides strategic and tactical management but does not guarantee impressions, clicks, conversions, or return on investment. Platform enforcement (ad disapprovals, policy restrictions, account suspensions) can occur without notice and are outside Company’s control. Appeals or re?verification efforts are billable and may not succeed.
C. Hosting & Maintenance Addendum — Backups, SSL, & Incident Response
Backups, if provided, follow schedules stated in the SLA; restoration is subject to availability and may result in data loss between the last successful backup and the incident (“RPO”). SSL certificates may be provisioned via third?party authorities and require timely domain validation; failures to complete validation or renewals due to Client inaction are Client’s responsibility. Incident response times are targets, not guarantees, absent a signed SLA. Security hardening reduces but does not eliminate risk; zero?day exploits and vendor vulnerabilities can occur.
D. WordPress Addendum — Plugins, Licensing, & Editorial Responsibility
Premium plugins or theme licenses may be held by Company or by Client depending on the SOW/IO; transfer or continued updates after project end may require separate licensing by Client. Staging and production environments are provided as available and may be reclaimed after handoff. Editorial control and final publication decisions rest with Client, including ADA/WCAG accessibility validation and content approvals. Performance scores (e.g., Core Web Vitals) are influenced by hosting, content, and third?party scripts; improvements are best?effort and not guaranteed.
E. AI & Data Addendum — Human Review; Hallucination & Bias Controls
AI outputs must undergo human review for factual accuracy, brand safety, and compliance prior to external use. Client acknowledges risks of model drift, training data limitations, and bias. Sensitive or regulated use cases (financial, legal, medical, HR) require heightened controls and subject?matter review. Data integrations may necessitate additional security reviews, DPAs, and role?based access controls.
Acknowledgment. By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms & Conditions and all incorporated documents.