Activation-Era Master Services Agreement. The document below governs the relationship between Brilliant Ideas Consulting, Inc. d.b.a. Digital Visibility Concepts and any client engaging DVC's Activation Services.
These sections are the primary client-compliance and risk-allocation provisions intended to protect DVC from misuse of Activation data by clients. They are listed here as a navigation aid; the full enforceable text appears below in the numbered sections.
These Terms of Service (this "Agreement") are entered into by and between Brilliant Ideas Consulting, Inc., a Florida corporation, doing business as Digital Visibility Concepts ("DVC," "we," "us," or "our"), and the individual or entity identified in any Engagement Agreement, Service Order, or online checkout ("Client," "you," or "your").
DVC provides marketing-technology services centered on visitor identification, behavioral activation, audience activation, and revenue attribution (collectively, the "Activation Services"). The data generated and provided through Activation Services is powerful and, when misused, carries substantial legal and regulatory risk. This Agreement is structured to (i) define the scope of services, (ii) allocate responsibility for the lawful use of data, and (iii) protect DVC, its affiliates, partners, and personnel from liability arising from Client conduct.
For purposes of this Agreement, the following terms have the meanings set forth below:
DVC provides Activation Services through the following product lines. The specific services provided to Client shall be set forth in the applicable Engagement Agreement:
DVC may use qualified subcontractors, including offshore execution partners, to deliver Activation Services. All subcontractors are bound by written confidentiality and data protection agreements consistent with this Agreement. DVC remains responsible for the services delivered.
DVC may modify, add, or discontinue specific service features at any time. Material changes affecting Client's active engagement will be communicated with 30 days' notice. Client's continued use of services after notice constitutes acceptance.
Subject to Client's continuing compliance with this Agreement, DVC grants Client a limited, non-exclusive, non-transferable, revocable license to use Activation Data solely for the lawful, internal marketing purposes set forth in the applicable Engagement Agreement and consistent with Section 5 (Acceptable Use).
DVC retains all right, title, and interest in the underlying methodology, identification infrastructure, data sources, models, dashboard software, scoring algorithms, and aggregated data. No rights are granted by implication, estoppel, or otherwise other than the limited license expressly granted.
Client shall not sell, license, transfer, sublicense, broker, syndicate, publish, share, or otherwise make Activation Data available to any third party. Client shall not combine Activation Data with data of other DVC clients, data brokers, or any third party for resale or aggregation purposes.
Activation Data may be used only for Client's own marketing, sales, and revenue operations addressing Client's own offers, products, or services. Activation Data shall not be used to market third-party offers, partner offers (whether or not Client receives a referral fee), or any product or service Client does not directly own and deliver.
Upon termination of this Agreement, Client shall promptly cease all use of Activation Data and shall, at DVC's election, return or destroy all Activation Data in Client's possession and certify such destruction in writing within 30 days. Backups containing Activation Data shall be purged in the ordinary course of business and shall not be accessed for any purpose after termination.
// CRITICAL — Sections 4, 5, 6, and 7 collectively allocate compliance risk to Client. Client's representations, warranties, indemnification obligations, and data-stewardship obligations are material terms of this Agreement. Breach of any provision in Sections 4–7 is grounds for immediate suspension or termination under Section 14.
Client represents, warrants, and covenants on a continuing basis that Client shall:
Client further represents and warrants, where applicable to Client's business:
DVC is a marketing-technology provider, not a law firm and not a compliance advisor. DVC does not provide legal advice, regulatory guidance, or compliance certification. Any guidance DVC provides regarding compliance practices is informational only and shall not be construed as legal advice. Client is solely responsible for obtaining qualified legal counsel regarding Client's compliance obligations.
DVC represents and warrants that Activation Data is sourced from compliant identity-resolution partners using first-party consented data. DVC maintains industry-standard compliance practices in its collection and processing infrastructure. DVC's compliance posture extends only to DVC's own collection and processing — it does not extend to Client's downstream use of Activation Data, which is governed entirely by Sections 4–7.
Subject to Section 4 and the full requirements of this Agreement, Client may use Activation Data for the following purposes only:
Client shall NOT, and shall not permit any third party to:
DVC may suspend Client's access to Activation Services, in whole or in part, immediately and without notice if DVC has reasonable grounds to believe Client is in violation of Section 5.2. Suspension does not relieve Client of any payment obligation.
Client shall indemnify, defend, and hold harmless DVC, its affiliates, officers, directors, employees, contractors, subcontractors, identity-resolution partners, and assigns (collectively, the "DVC Indemnitees") from and against any and all claims, demands, suits, actions, proceedings, investigations, losses, damages, settlements, judgments, fines, penalties, costs, and expenses (including reasonable attorney's fees and costs of investigation) arising out of or relating to:
DVC may, at its option, control the defense and settlement of any indemnified claim. Client shall cooperate fully with DVC's defense at Client's expense. Client shall not settle any claim that affects DVC without DVC's prior written consent.
Client's indemnification obligations under this Section 6 shall survive the termination or expiration of this Agreement indefinitely with respect to claims arising from Client's conduct during or after the term.
Client shall maintain, at Client's expense, commercial general liability insurance, cyber liability insurance, and errors and omissions insurance in amounts customary for Client's industry and size, and shall provide certificates of insurance upon DVC's request. DVC reserves the right to require specific minimum coverage limits as a condition of providing Enterprise Engagements or other high-data-volume services.
Client shall implement and maintain reasonable administrative, technical, and physical safeguards designed to protect Activation Data in Client's possession from unauthorized access, use, disclosure, alteration, or destruction. These safeguards shall include at minimum: access controls limiting Activation Data to employees and contractors with a legitimate business need, encryption of Activation Data at rest and in transit, written confidentiality obligations binding employees and contractors, and regular review of access logs.
Client shall maintain functioning mechanisms to honor all opt-out, unsubscribe, do-not-call, do-not-email, do-not-share, do-not-sell, deletion, correction, and access requests within the timeframes required by applicable law. Client shall maintain documentation sufficient to demonstrate compliance with these obligations.
Where Client's use of Activation Data requires obtaining additional consent from a data subject (including prior express written consent under the TCPA for autodialed or pre-recorded calls and SMS), Client shall obtain and document such consent and shall make such documentation available to DVC upon reasonable request.
Client shall notify DVC of any actual or suspected data breach, unauthorized disclosure, regulatory inquiry, civil claim, or government investigation involving Activation Data within twenty-four (24) hours of Client becoming aware of such event. Notice shall be provided to legal@digitalvisibilityconcepts.com and shall include all material information then known to Client.
If any DVC Indemnitee receives an inquiry, subpoena, or investigation request from any regulatory authority or court relating to Client's use of Activation Data, Client shall cooperate fully and shall bear all costs of DVC's response, including reasonable attorney's fees.
DVC may, upon reasonable notice and no more than once per twelve-month period, audit Client's compliance with Sections 4 through 7 of this Agreement. Audit costs shall be borne by DVC unless the audit reveals material non-compliance, in which case audit costs shall be borne by Client.
DVC's fees are set forth in the applicable Engagement Agreement or in DVC's published rate schedule for productized tiers. Published rates for Core, Grow Base, and Grow Move additions are accessible to active Client engagements. Total tier and Enterprise Engagement pricing is established by individual proposal.
Late payments accrue interest at the rate of 1.5% per month (18% APR) or the maximum rate permitted by law, whichever is less. DVC may suspend services for any account 10 or more days past due. Client is responsible for all costs of collection, including reasonable attorney's fees and court costs.
Client shall provide written notice of any disputed charge within thirty (30) days of the invoice date. Charges not disputed in writing within thirty (30) days are deemed accepted and waived.
Client shall not initiate a chargeback for any properly invoiced charge. Improper chargebacks constitute material breach. Client agrees that any disputed charge shall be addressed exclusively through the dispute process in Section 8.4 and the dispute resolution mechanism in Section 13.
Recurring engagements renew automatically on a month-to-month basis after the initial commitment period unless terminated under Section 14. DVC may adjust rates with 30 days' written notice; the adjusted rate applies to billing cycles beginning after the notice period.
DVC retains all right, title, and interest in: (i) all proprietary methodologies, models, and strategies; (ii) the Identification Dashboard, scoring algorithms, and supporting software; (iii) data sources, identity-resolution partner relationships, and aggregated data; (iv) the three Activation Moves architecture; (v) the Strategy Session methodology; and (vi) any pre-existing or independently developed intellectual property.
Subject to payment in full and ongoing compliance with this Agreement, Client owns: (i) custom website designs and code expressly delivered to Client as work product; (ii) ad creative and copy created specifically for Client; and (iii) the underlying license to use Activation Data as expressly set forth in Section 3.
Any suggestions, feedback, or ideas Client provides to DVC regarding services may be used by DVC without restriction or compensation.
DVC may collect, use, and disclose aggregated or de-identified data derived from Activation Services (including service performance metrics across DVC's client base) for any lawful purpose, including service improvement, benchmarking, and marketing. Such use shall not disclose Client's identity or any individual data subject's identity.
Each party (the "Receiving Party") shall hold in confidence all non-public information disclosed by the other party (the "Disclosing Party") that is identified as confidential or that reasonably should be understood to be confidential ("Confidential Information"). The Receiving Party shall use Confidential Information only for purposes of performing this Agreement and shall protect it with the same degree of care it uses for its own confidential information, but in no event less than reasonable care.
Activation Data is DVC's Confidential Information for all purposes of this Section 10, in addition to Client's restricted-use obligations under Sections 3, 5, and 7.
Confidentiality obligations do not apply to information that: (i) was lawfully known to the Receiving Party prior to disclosure; (ii) becomes publicly known through no fault of the Receiving Party; (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law, court order, or regulatory authority, provided the Receiving Party gives prompt notice (where lawful) and cooperates to limit disclosure.
Confidentiality obligations survive termination of this Agreement for seven (7) years, and indefinitely for trade secrets and Activation Data.
DVC warrants that Activation Services will be performed in a professional and workmanlike manner consistent with industry standards. Client's exclusive remedy for breach of this warranty is, at DVC's option, re-performance of the deficient services or refund of fees paid for the deficient services in the affected billing period.
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 11.1, ACTIVATION SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." DVC EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AND UNINTERRUPTED OR ERROR-FREE OPERATION.
DVC does not guarantee specific outcomes, including without limitation: specific search engine rankings or traffic; specific revenue, lead, or conversion volumes; specific identification match rates; specific retargeting performance; immunity from advertising platform suspensions or policy actions; or specific timelines beyond those expressly stated in an Engagement Agreement.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, DVC'S MAXIMUM AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE LESSER OF: (A) THE FEES PAID BY CLIENT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) $50,000.
IN NO EVENT SHALL DVC BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST OPPORTUNITIES, BUSINESS INTERRUPTION, LOST GOODWILL, OR LOSS OF DATA, EVEN IF DVC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Client acknowledges that the fees set forth herein reflect the allocation of risk in this Agreement, including the limitations of liability in Section 11.4 and the indemnification obligations in Section 6, and that DVC would not provide Activation Services on these terms without such allocation.
This Agreement begins on the earlier of: (i) Client's first acceptance of these terms; (ii) Client's first payment for Activation Services; or (iii) DVC's commencement of work on Client's behalf. The Agreement continues in effect until terminated as provided in Section 14.
ALL DISPUTES ARISING FROM OR RELATING TO THIS AGREEMENT SHALL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION RATHER THAN IN COURT.
Arbitration shall be administered by the American Arbitration Association under its Commercial Arbitration Rules, with arbitration to be held in Alachua County, Florida. The arbitrator's award shall be final and binding.
Client may opt out of arbitration by sending written notice to legal@digitalvisibilityconcepts.com within thirty (30) days of first accepting this Agreement. Notice must state "I opt out of the arbitration provision in the DVC Terms of Service" and include Client's name, business name, and contact information.
CLIENT WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE PROCEEDING AGAINST DVC. ANY CLAIM SHALL BE BROUGHT ON AN INDIVIDUAL BASIS ONLY.
This Agreement is governed by the laws of the State of Florida, without regard to its conflict-of-laws principles. Any claim not subject to arbitration shall be brought exclusively in the state or federal courts located in Alachua County, Florida, and the parties consent to personal jurisdiction in those courts.
Notwithstanding Sections 13.1–13.4, either party may seek temporary, preliminary, or permanent injunctive relief in any court of competent jurisdiction to protect its intellectual property, confidential information, or rights under this Agreement.
Any claim arising from or relating to this Agreement must be brought within one (1) year after the cause of action accrues, or it is permanently barred. This limitation does not apply where prohibited by law.
Client may terminate any recurring engagement upon thirty (30) days' written notice, provided that no termination shall be effective prior to the end of any initial commitment period (e.g., the 90-day Grow Base initial commitment). Termination does not entitle Client to any pro-rata refund of fees paid.
DVC may terminate any engagement for convenience upon thirty (30) days' written notice.
DVC may terminate this Agreement and any active engagement immediately, without notice and without refund obligation, upon any of the following:
Upon termination: (i) Client's license to Activation Data immediately terminates; (ii) Client shall return or destroy all Activation Data per Section 3.5; (iii) all unpaid fees become immediately due; (iv) Client's indemnification, confidentiality, and other surviving obligations remain in full force; and (v) DVC's access to Client systems shall be deprovisioned in the ordinary course.
Client consents to receive service-related communications from DVC via email, phone, SMS, video conferencing platforms (Zoom, Google Meet), and project-management or messaging tools (Asana, ClickUp, Slack, or similar) as DVC may use from time to time. Service communications include: account updates, payment reminders, performance reports, security alerts, scheduled-maintenance notices, lead-delivery notifications, and similar transactional communications.
Marketing communications (newsletters, webinars, promotional content, educational content) are sent only with separate opt-in consent. Client may opt out at any time by following the unsubscribe link in any email, replying STOP to any SMS, or contacting optout@digitalvisibilityconcepts.com.
DVC business hours are 9:00 AM – 6:00 PM Eastern Time, Monday through Friday, excluding U.S. federal holidays. DVC targets the following response times during business hours: general inquiries, 1–2 business days; urgent project issues, 4–8 hours; critical issues (security or major outage), 1–2 hours.
DVC is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or fiduciary relationship between the parties.
During the term of this Agreement and for two (2) years after termination, Client shall not, directly or indirectly, solicit, recruit, hire, engage, or attempt to do any of the foregoing with respect to any DVC employee, contractor, or subcontractor with whom Client has had material interaction. Liquidated damages for violation: $25,000 per solicited individual plus DVC's reasonable recruitment-replacement costs.
During the term and for three (3) years after termination, neither party shall make false, misleading, or disparaging public statements about the other, including in online reviews, social media, or industry publications. This provision does not restrict truthful statements compelled by legal process, regulatory authority, or in response to direct factual inquiries.
Neither party is liable for delays or failures arising from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, internet or telecommunications failures, third-party platform failures, pandemics, or strikes. Performance is suspended during the force majeure event. If a force majeure event exceeds sixty (60) days, either party may terminate without further obligation.
DVC may assign this Agreement to any successor entity, affiliate, or acquirer without consent. Client may not assign or delegate this Agreement (in whole or in part, by merger, operation of law, or otherwise) without DVC's prior written consent, which shall not be unreasonably withheld. Any attempted assignment in violation of this section is void.
All notices must be in writing and delivered by (i) email with confirmed receipt to the email address on file (and additionally to legal@digitalvisibilityconcepts.com for notices to DVC); (ii) certified U.S. mail; or (iii) nationally recognized overnight courier. Notices are effective upon confirmed email delivery, three business days after postmark for certified mail, or upon delivery confirmation for overnight courier.
This Agreement, together with any Engagement Agreement(s) and DVC's Privacy Policy (which is incorporated by reference), constitutes the entire agreement between the parties and supersedes all prior agreements, communications, and understandings. The Privacy Policy is available at digitalvisibilityconcepts.com/legal/privacy.
DVC may update this Agreement from time to time. Material changes will be communicated by email to Client's billing contact and/or by posting an updated version. Client's continued use of Activation Services after the effective date of any update constitutes acceptance of the updated terms.
If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision shall be reformed to the minimum extent necessary to make it enforceable while preserving the parties' intent.
No failure or delay by DVC in enforcing any provision is a waiver of that or any other provision. Waivers must be in writing and signed by an authorized representative of the waiving party.
This Agreement may be executed in counterparts, each of which is an original and all of which together constitute one agreement. Electronic signatures (including click-through acceptance and DocuSign) are valid and binding.
Section headings are for convenience only and do not affect interpretation.
Nothing in this Agreement limits Client's rights under applicable state or federal consumer protection laws. State-specific provisions (including California, New York, and other applicable states) are addressed in the Privacy Policy. Clients in regulated industries (legal, healthcare, financial services) are subject to additional industry-specific provisions in Section 4.2.
DVC provides reasonable accommodations for persons with disabilities. Accommodation requests may be sent to accessibility@digitalvisibilityconcepts.com.
Client accepts these Terms of Service by any of the following actions:
By accepting, Client acknowledges: (i) reading and understanding this Agreement; (ii) having had the opportunity to consult with legal counsel; (iii) accepting voluntarily without duress; and (iv) having the legal capacity and authority to bind the entity on whose behalf acceptance is given.
// End of Agreement.
Contact for legal matters: legal@digitalvisibilityconcepts.com · Brilliant Ideas Consulting, Inc. d.b.a. Digital Visibility Concepts · 9702 SW 83rd Way, Gainesville, FL 32608