Terms of Service

1. Who These Terms Apply To

These Terms of Service ("Terms") govern your use of the websites panoptic360.com and panoptic360.com ("Sites"), operated by Panoptic Digital Architecture, LLC ("PDA," "we," "us," or "our"), a Georgia limited liability company. They also govern any services you engage PDA to provide under a separate Service Agreement or Statement of Work ("SOW").

By using our Sites or engaging our services, you agree to these Terms. If you are entering into these Terms on behalf of a business, you represent that you have authority to bind that business.

2. Services

PDA provides digital services including website design and development, local and generative search optimization (SEO/GEO), CRM setup and integration, marketing automation, analytics dashboards, and content production for small and mid-size businesses.

The specific scope, deliverables, timeline, and fees for any engagement are defined in a separate SOW or service agreement, which is incorporated into these Terms by reference. In the event of a conflict between these Terms and a signed SOW, the SOW governs.

3. Discovery and Engagement

Prior to entering a paid engagement, PDA may conduct discovery calls, review your existing materials, or provide preliminary recommendations. Any pre-engagement work is provided at PDA's discretion and does not constitute a binding deliverable.

Once you begin a paid engagement, ownership of client-provided content (copy, photos, brand assets) remains with you. PDA retains ownership of its design systems, code frameworks, and reusable components unless otherwise agreed in writing.

4. Fees and Payment

Service fees are as stated in your SOW. Monthly retainer fees are billed in advance on a monthly cycle. Project-based fees are billed per the schedule in the SOW.

Invoices are due within 15 days of issue. Invoices not paid within 30 days may result in suspension of services. PDA reserves the right to charge a late fee of 1.5% per month on overdue balances.

All fees are denominated in US dollars. Sales tax is not currently charged on our services; if applicable law requires us to collect tax, we will notify you in advance.

5. Month-to-Month and Cancellation

All PDA retainer engagements are month-to-month with no long-term contract required. Either party may cancel by providing 30 days' written notice to the other party.

Upon cancellation:

• Work completed through the end of the notice period will be delivered to you in a mutually agreed format.
• Access credentials and any client-owned content (copy, images, data) will be transferred to you within 10 business days of the effective cancellation date.
• Hosting services (if provided by PDA) will remain active through the end of the final billing period. After that, you are responsible for migrating to your own hosting.
• Any unpaid invoices become immediately due and payable upon cancellation.

Cancellation mid-month does not entitle you to a pro-rated refund of the current month's retainer unless specifically stated in your SOW.

6. The PDA Results Guarantee

For clients enrolled in the Growth tier or higher, PDA offers a results guarantee: if your website and associated services do not generate attributable revenue exceeding your total fees paid to PDA within the first 12 months of a paid Growth+ engagement, we will continue to provide services at no additional charge until that threshold is met.

Important conditions and limitations:

• The guarantee applies only to revenue reasonably attributable to PDA's work (tracked via analytics, lead attribution, or documented client reporting), not total business revenue.
• The guarantee requires that the client fulfill their obligations: providing accurate business information, approving deliverables in a timely manner, maintaining their Google Business Profile access, and cooperating with SEO requirements such as publishing approved content on schedule.
• The guarantee does not apply if the client significantly changes the scope of services, cancels and re-engages, or fails to maintain a continuous Growth+ subscription for the 12-month measurement period.
• The "work for free" continuation period is capped at 6 additional months.
• Results in SEO, GEO, and organic search are influenced by factors outside PDA's control (algorithm changes, competitor activity, market conditions). PDA guarantees sustained, professional effort and best practices, not specific search rankings or traffic numbers.
• This guarantee does not apply to the Foundation tier or custom project engagements unless explicitly stated in writing.

7. Client Responsibilities

To allow PDA to deliver services effectively, you agree to:

• Provide accurate, complete, and timely information about your business, including brand assets, copy, and credentials we need to do the work.
• Review and provide feedback on deliverables within 10 business days of submission. Silence after 10 business days may be treated as approval.
• Ensure that all content you provide (copy, photos, logos, videos) is either owned by you or properly licensed, and does not infringe any third-party intellectual property rights.
• Maintain access to your own domain registrar, Google Business Profile, and any third-party platforms we need to access to deliver services. PDA is not responsible for lost access due to lapses in your account management.

8. Intellectual Property

Your content: You retain all ownership rights to content you provide to PDA, your brand, copy, photos, videos, and business data. You grant PDA a limited license to use this content solely to deliver services to you.

PDA's work product: Upon full payment of all fees, you own the final website designs, copy, and deliverables PDA creates specifically for your engagement. PDA retains ownership of its underlying frameworks, design systems, reusable code components, and methodologies that existed before or were developed independently of your engagement. PDA may include your project in its portfolio unless you request otherwise in writing.

Third-party tools: Some deliverables may incorporate third-party software or platforms (e.g., CRM platforms, analytics tools). Your use of such tools is governed by those tools' own terms of service.

9. Confidentiality

PDA treats all information about your business as confidential. We will not share details about your business, strategies, client data, or operations with third parties, except as required to deliver your services (e.g., contractors bound by their own confidentiality obligations) or as required by law.

You agree to keep confidential any proprietary processes, pricing structures, or methodologies PDA shares with you during the engagement.

Data after engagement ends: Within 30 days of a client requesting it following cancellation or completion of an engagement, PDA will provide a copy of all client-owned data and content held in PDA-managed systems and will delete or destroy any remaining copies, except where retention is required by law or for legitimate accounting and record-keeping purposes.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PDA'S TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING FROM OR RELATED TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO PDA IN THE THREE MONTHS PRECEDING THE CLAIM.

PDA IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR BUSINESS INTERRUPTION, EVEN IF PDA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Some jurisdictions do not allow the exclusion or limitation of certain damages. In those jurisdictions, PDA's liability is limited to the maximum extent permitted by law.

11. Disclaimer of Warranties

OUR SERVICES ARE PROVIDED "AS IS." PDA MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, EXCEPT AS EXPLICITLY STATED IN A SIGNED SOW.

PDA does not guarantee specific search engine rankings, specific traffic volumes, or specific revenue outcomes (except as stated under the Results Guarantee in Section 6 for eligible clients). Search engine algorithms, market conditions, and competitor activity are outside our control.

12. Indemnification

You agree to defend, indemnify, and hold harmless PDA and its owners, employees, and contractors from any claims, losses, damages, or expenses (including reasonable attorneys' fees) arising from: (a) content you provide to PDA that infringes a third party's intellectual property or privacy rights; (b) your violation of these Terms; or (c) your violation of any applicable law or regulation.

13. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Georgia, without regard to its conflict of law principles. Any dispute arising from these Terms or our services that cannot be resolved informally shall be submitted to binding arbitration in Lumpkin County, Georgia, under the rules of the American Arbitration Association, except that either party may seek injunctive relief in a court of competent jurisdiction. You and PDA waive the right to a jury trial and to participation in any class action.

14. Changes to These Terms

We may update these Terms from time to time. When we make material changes, we will update the "Effective" date and, for active clients, provide at least 30 days' notice before the changes take effect. Continued use of our services after the effective date constitutes acceptance of the updated Terms.

15. Entire Agreement

These Terms, together with any signed SOW or service agreement, constitute the entire agreement between you and PDA regarding our services and supersede any prior agreements, representations, or understandings. Amendments to an individual SOW require written agreement from both parties. PDA may update these general Terms as described in Section 14; no client signature is required for those updates.

16. Contact

Questions about these Terms should be directed to: