Legal

Terms of Service

Effective Date: January 1, 2025

Welcome to CE Digital. By accessing our website at cedigital.co or engaging our services, you agree to be bound by these Terms of Service ("Terms"). Please read them carefully before proceeding.

1. Acceptance of Terms

By accessing or using CE Digital's website or services, you confirm that you are at least 18 years of age, have the legal authority to enter into these Terms, and agree to be bound by them. If you are accessing our services on behalf of a company or organisation, you represent that you have the authority to bind that entity to these Terms.

2. Services

CE Digital provides performance marketing, paid media management, creative strategy, influencer partnership management, and related consulting services ("Services"). The specific scope, deliverables, and fees for any engagement will be set out in a separate written agreement or Statement of Work ("SOW") between CE Digital and the client.

We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time, with reasonable notice where practicable.

3. Client Responsibilities

To enable CE Digital to perform its Services effectively, clients agree to:

4. Intellectual Property

CE Digital retains ownership of all proprietary systems, methodologies, frameworks, tools, and processes developed independently of any client engagement, including the Compound Engine™ and all related infrastructure.

Upon full payment of all fees due, clients receive a limited, non-exclusive licence to use deliverables created specifically for their engagement. CE Digital retains the right to reference the engagement and results in its portfolio and marketing materials, subject to any confidentiality restrictions agreed in writing.

5. Confidentiality

Both parties agree to keep confidential any non-public information disclosed in connection with the engagement, including business strategies, financial data, client lists, and proprietary processes. This obligation survives termination of any agreement for a period of two (2) years, unless otherwise specified in writing.

6. Performance & Results

CE Digital employs industry-leading practices and operates with rigorous accountability standards. However, advertising performance is subject to market conditions, platform algorithm changes, audience behaviour, and factors outside our control. Nothing in these Terms or any SOW constitutes a guarantee of specific results, revenue, or return on ad spend.

7. Fees & Payment

Fees for Services are as outlined in the applicable SOW or engagement agreement. Unless otherwise agreed:

8. Termination

Either party may terminate an engagement by providing written notice as specified in the applicable SOW, typically thirty (30) days. Upon termination, all outstanding fees for work completed become immediately due and payable. CE Digital will provide a reasonable transition period and assist in transferring account access.

9. Limitation of Liability

To the maximum extent permitted by applicable law, CE Digital's total liability to a client for any claim arising out of or related to the Services shall not exceed the total fees paid by that client in the three (3) months preceding the claim. In no event shall CE Digital be liable for indirect, incidental, consequential, or punitive damages, including lost profits or revenue.

10. Indemnification

Clients agree to indemnify and hold harmless CE Digital, its officers, employees, and contractors from any claims, damages, or expenses (including reasonable legal fees) arising from the client's breach of these Terms, use of the Services, or any materials the client provides to CE Digital.

11. Third-Party Platforms

CE Digital manages campaigns on third-party platforms (Meta, Google, TikTok, and others) subject to those platforms' own terms of service, policies, and technical limitations. CE Digital is not responsible for changes to platform policies, account suspensions initiated by platforms, or performance impacts resulting from platform algorithm updates.

12. Governing Law

These Terms are governed by the laws of the State of Tennessee, United States, without regard to conflict of law principles. Any disputes arising under these Terms shall be subject to the exclusive jurisdiction of the courts located in Nashville, Tennessee.

13. Changes to These Terms

CE Digital reserves the right to update these Terms at any time. Material changes will be communicated via email or notice on our website. Continued use of our Services following any update constitutes acceptance of the revised Terms.

14. Contact

Questions regarding these Terms may be directed to:
hello@clayentertainment.com
CE Digital — Nashville, TN & Paris, France