Terms and Conditions

Last Updated: November 25, 2025

AGREEMENT TO OUR LEGAL TERMS

These Terms & Conditions (“Terms”) constitute a legally binding agreement between you (“you,” “Client”) and DropShadow Agency (“Company,” “we,” “us,” “our”), a web design and digital branding agency located at:

DropShadow Agency
258 Mileham Dr
Orlando, FL 32835
United States
Email: joey@dropshadowagency.com

We operate the website https://dropshadowagency.com (the “Site”), as well as any related services, products, content, communications, digital deliverables, consulting, and engagements (collectively, the “Services”).

BY ACCESSING OR USING OUR SITE OR SERVICES, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND ACCEPT THESE TERMS. IF YOU DO NOT AGREE, YOU MUST STOP USING THE SITE AND SERVICES IMMEDIATELY.

Supplemental terms or project-specific agreements (e.g., proposals, scopes of work, contracts, payment schedules, subscription terms, hosting agreements, or ongoing service arrangements) are incorporated by reference and govern where they conflict with these Terms.

These Terms apply to all visitors, clients, customers, and users of the Site and Services.
The Services are intended for adults age 18 or older.

We recommend printing or saving a copy of these Terms for your records.

Our Services
Intellectual Property Rights
User Representations
Client Onboarding & Account Registration
Payments & Billing
Subscriptions & Ongoing Services
Prohibited Activities
Client Content & Materials (“Contributions”)
License to Use Client Contributions
Social Media & Integrations
Third-Party Tools & Content
Service Management & Performance
Privacy Policy
Copyright Infringements
Term & Termination
Modifications & Interruptions
Governing Law
Dispute Resolution
Corrections & Errors
Disclaimer of Warranties
Limitations of Liability
Client Indemnification
Client Data & File Retention
Electronic Communications, Transactions & Signatures
SMS/Text Messaging (If Applicable)
California Users
Miscellaneous
Definitions
Scope of Services
Client Responsibilities
Automations, Integrations & Third-Party Platforms
Data Use & Storage
Service Limitations & No Guarantees
Termination & Suspension
Additional Indemnification
Miscellaneous (General Contractual Clauses)
Contact Us

1. OUR SERVICES

DropShadow Agency provides professional creative and digital services, including but not limited to:

Website design & development
Branding & visual identity
SEO & local SEO
Marketing consulting
Digital strategy
Copywriting & content development
Hosting, maintenance, monitoring, and support packages
Digital advertising consulting
Directory listings or lead generation initiatives (e.g., Windermere Local Legends)
Additional services outlined in individual proposals or scopes

We reserve the right to decline any service engagement.

If you access the Services from outside the U.S., you are solely responsible for compliance with local laws.

2. INTELLECTUAL PROPERTY RIGHTS

Our Intellectual Property

All source code, designs, materials, templates, strategy frameworks, graphics, content, software, documentation, training, or proprietary methods created by DropShadow Agency remain OUR intellectual property unless otherwise stated in a written agreement.

You receive a license to use completed deliverables after full payment is received.

We retain rights to:

Pre-existing assets
Templates
Code libraries
Design systems
Training materials
Internal processes

Your License to Use Deliverables

Upon final payment:

You are granted a non-exclusive, perpetual, royalty-free license to use the final deliverables for your business.
We may showcase work samples in our marketing unless NDA or written confidentiality terms forbid it.

Your Use of Our Materials

You may not copy, resell, redistribute, reverse engineer, or represent our proprietary materials as your own.

3. USER REPRESENTATIONS

By using our Site or Services, you represent that:

All information you provide is accurate and complete.
You are legally able to enter a binding contract.
You will not use the Services for unlawful or unauthorized purposes.
You will comply with these Terms at all times.

4. CLIENT ONBOARDING & ACCOUNT REGISTRATION

If access to portals, dashboards, or project systems is required, you must:

Provide accurate login information
Maintain confidentiality of credentials
Notify us of unauthorized access

We are not liable for losses resulting from compromised client accounts.

5. PAYMENTS & BILLING

We accept major credit/debit cards and online payments. All prices are in USD.

General Payment Rules

Proposals typically require 50% upfront unless otherwise stated.
Work begins only after the initial payment is received.
Final deliverables are owned by us until the project is paid in full.
Late payments may pause services or delay delivery.

Non-Refundable Payments

Due to the custom nature of services, all payments are non-refundable unless explicitly stated.

Chargeback Policy

Chargebacks are strictly prohibited. Filing a chargeback without first attempting resolution is a breach of contract.

6. SUBSCRIPTIONS & ONGOING SERVICES

Applies to:

Monthly SEO plans
Website maintenance & hosting
Local SEO bundles
Retainers
Directory listing subscriptions
Marketing automation services

Renewal

Subscriptions automatically renew unless canceled at least 14 days before the next billing cycle.

Cancellation

Cancel anytime by emailing joey@dropshadowagency.com.

No refunds are provided for partially used billing periods.

7. PROHIBITED ACTIVITIES

Clients may NOT:

Misuse the Site or Services
Use content illegally
Upload malware or harmful files
Scrape, copy, or reverse-engineer our Site
Harass staff or contractors
Upload materials that violate copyright
Misrepresent your business to us
Use the Site for spam or illicit marketing

Violations may result in immediate termination.

8. CLIENT CONTENT & MATERIALS (“CONTRIBUTIONS”)

You may provide:

Photos, media, copy, brand assets
Logins and access credentials
Business information
Testimonials
Creative direction

You are solely responsible for ensuring:

You own the rights
Content is legal
Content does not violate third-party rights

We are not responsible for content you supply.

9. LICENSE TO USE CLIENT CONTRIBUTIONS

By providing content, you grant us a license to:

Edit
Reproduce
Use
Display
Modify
Publish
Incorporate into deliverables

This license ends once the project is complete unless ongoing support or marketing is active.

10. SOCIAL MEDIA & INTEGRATIONS

You may grant us access to:

Google Business Profile
Facebook/Instagram
Analytics platforms
Hosting accounts
CMS logins
CRMs
Domain registrars

You warrant that you have the right to authorize this access.

You agree to maintain access credentials.

11. THIRD-PARTY TOOLS & CONTENT

We may use:

Plugins
Themes
APIs
Hosting providers
Analytics platforms
Email systems
Third-party software

You are responsible for complying with third-party terms.

We are not liable for issues caused by third-party systems.

12. SERVICE MANAGEMENT & PERFORMANCE

We reserve the right to:

Monitor system usage
Restrict harmful activity
Pause services for maintenance
Remove unlawful content
Take appropriate legal action

13. PRIVACY POLICY

Your use of our Site and Services is governed by our Privacy Policy, available on our website.

14. COPYRIGHT INFRINGEMENTS

If you believe your copyrighted work appears on our Site or Services without authorization, contact:

joey@dropshadowagency.com

15. TERM & TERMINATION

We may terminate your access if you:

Violate these Terms
Fail to pay
Misuse our Services
Engage in harmful behavior

You may terminate by written notice.

Upon termination:

Work pauses immediately
No refunds are issued
Any unpaid balances become due

16. MODIFICATIONS & INTERRUPTIONS

We may modify the Site or Services at any time.
We are not liable for:

Downtime
Service interruptions
Platform changes
Technical failures

17. GOVERNING LAW

These Terms are governed by Florida law.

Venue for disputes: Orange County, Florida.

18. DISPUTE RESOLUTION

All disputes must be attempted through good-faith negotiation before litigation.

No claim may be filed more than one (1) year after it arises.

19. CORRECTIONS

We may correct errors or update information at our discretion.

20. DISCLAIMER OF WARRANTIES

The Services are provided “as is” with no warranties, guarantees, or assurances regarding:

Website performance
SEO rankings
Marketing results
Lead volume
Website uptime
Third-party technology performance

21. LIMITATIONS OF LIABILITY

To the maximum extent permitted by law:

We are not liable for indirect or consequential damages.
Our total liability shall never exceed the amount paid by you in the 30 days before the claim.

22. CLIENT INDEMNIFICATION

You agree to indemnify and hold us harmless from claims arising out of:

Content you provided
Misuse of the Services
Violations of third-party rights
Failure to comply with laws
Incorrect or illegal marketing activities

23. CLIENT DATA & FILE RETENTION

We retain project files for 12 months unless otherwise stated.

After that, files may be deleted.

You are responsible for backing up your own materials.

24. ELECTRONIC COMMUNICATIONS, TRANSACTIONS & SIGNATURES

By using our Site or Services, you consent to:

Electronic communication
Electronic signatures
Digital agreements

These are legally binding.

25. SMS/TEXT MESSAGING (IF USED)

If applicable:

Standard rates apply
You may opt out by replying STOP
Messages may include reminders, project updates, or marketing

26. CALIFORNIA USERS

California residents may contact the Consumer Assistance Unit at:

1625 North Market Blvd, Suite N112
Sacramento, CA 95834
(800) 952-5210

27. MISCELLANEOUS

These Terms:

Form the entire agreement
May not be assigned without permission
Continue even if one clause is invalid
Create no partnership or employment relationship

28. DEFINITIONS

Client – The person or business engaging DropShadow Agency.
Services – All digital, creative, consulting, development, or marketing work provided.
Contributions – Any materials you provide to us.
Deliverables – Anyone or anything we create for you.

29. SCOPE OF SERVICES

Detailed in individual proposals, contracts, or statements of work.

Changes require written approval and may incur additional fees.

30. CLIENT RESPONSIBILITIES

Clients must:

Provide timely materials
Respond promptly
Supply accurate information
Maintain third-party accounts
Approve designs on schedule
Maintain backups of their content

Delays on the client’s part extend timelines.

31. AUTOMATIONS, INTEGRATIONS & THIRD-PARTY PLATFORMS

If we connect:

Email automations
Website forms
Funnels
CRM systems
Analytics tracking

You are responsible for:

Privacy compliance
Consent collection
Ensuring lawful use of customer data

We are not liable for issues with third-party platforms.

32. DATA USE & STORAGE

We store limited client data as needed to provide services.
Clients may request data deletion at any time.

33. SERVICE LIMITATIONS & NO GUARANTEES

We do NOT guarantee:

SEO rankings
Traffic increases
Lead generation
Revenue improvements
Uptime or site availability
Success of marketing strategies

Marketing outcomes are influenced by many external factors.

34. TERMINATION & SUSPENSION

We may suspend or terminate services for:

Non-payment
Abuse
Violations of law
Harassment
Inappropriate conduct
Breach of contract

No refunds will be issued for terminated accounts.

35. ADDITIONAL INDEMNIFICATION

You agree to hold DropShadow Agency harmless for:

Copyright issues from your supplied materials
Illegal content
Unauthorized marketing content
Third-party claims arising from your business practices

36. MISCELLANEOUS

This section includes:

Assignment rights
Force majeure
Severability
No waiver rules
Notice requirements

37. CONTACT US

For questions regarding these Terms: