Terms of Service

Last Updated: February 9, 2026

Effective Date: February 9, 2026

These Terms of Service (“Terms”) govern your access to and use of the website prospelle.com (the “Site”) and the marketing consulting services (the “Services”) provided by Prospelle LLC (“Prospelle,” “we,” “us,” or “our”). By accessing the Site or engaging our Services, you agree to be bound by these Terms.

1. Acceptance of Terms

By accessing or using the Site or Services, you represent that you are at least 18 years old and have the legal capacity to enter into these Terms. If you are accessing the Site or Services on behalf of a business entity, you represent that you have the authority to bind that entity to these Terms.

2. Description of Services

Prospelle provides strategic marketing consulting services, including but not limited to:

• Search engine optimization (SEO) strategy and implementation
• Local SEO audits and optimization
• Fractional CMO (Chief Marketing Officer) leadership
• Content strategy and development
• Google Business Profile optimization
• Marketing analytics and reporting
• Website audits and technical recommendations

Specific services, deliverables, timelines, and fees are outlined in individual service agreements or statements of work executed between Prospelle and the client.

3. Client Obligations

When engaging our Services, you agree to:

• Provide accurate, complete, and timely information necessary for service delivery.
• Grant reasonable access to your website, analytics platforms, and third-party accounts as needed.
• Respond to communications and approve deliverables within agreed timelines.
• Comply with all applicable laws and regulations in connection with your use of our Services.
• Not engage in any activity that violates search engine guidelines or constitutes spam, fraud, or deception.

4. Fees and Payment

• Pricing: Service fees are as outlined in your individual service agreement or as listed on our pricing page at the time of engagement.
• Payment Terms: Invoices are due upon receipt unless otherwise specified. Late payments may incur a fee of 1.5% per month on the outstanding balance.
• Taxes: Fees are exclusive of applicable taxes. You are responsible for all taxes associated with your purchase of Services.
• Refund Policy: Deposits and retainer fees are non-refundable once work has commenced. Unused portions of monthly retainers do not carry over. Specific refund terms may be outlined in your service agreement.

5. Intellectual Property

5.1 Our Intellectual Property

All content on the Site, including text, graphics, logos, images, software, and design elements, is the property of Prospelle or its licensors and is protected by copyright, trademark, and other intellectual property laws. You may not reproduce, distribute, modify, or create derivative works from our content without prior written consent.

5.2 Client Materials

You retain ownership of all materials, data, and content you provide to us. By providing these materials, you grant Prospelle a limited, non-exclusive license to use them solely for the purpose of delivering the Services.

5.3 Work Product

Unless otherwise specified in a service agreement, deliverables created by Prospelle in the course of providing Services (e.g., content, strategy documents, reports) become the property of the client upon full payment. Prospelle retains the right to use anonymized or aggregated data, general methodologies, and know-how developed during the engagement.

5.4 Portfolio Rights

Prospelle may reference the client relationship and display non-confidential work samples in our portfolio, case studies, and marketing materials unless the client opts out in writing.

6. Confidentiality

Both parties agree to keep confidential any proprietary or non-public information disclosed during the engagement, including business strategies, financial information, client lists, and trade secrets. This obligation survives termination of the engagement for a period of 2 years.

7. Results Disclaimer

SEO and marketing results are not guaranteed. While Prospelle employs industry best practices and proven strategies, we cannot guarantee specific rankings, traffic levels, lead volumes, or revenue outcomes. Search engine algorithms, competitive landscapes, and market conditions are outside our control. Past performance and case studies referenced on the Site are illustrative and do not guarantee similar results for your business.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• Prospelle’s total liability for any claims arising from or related to the Services shall not exceed the fees paid by you in the 3 months preceding the claim.
• In no event shall Prospelle be liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or business opportunities, regardless of the cause of action.
• Prospelle is not liable for damages resulting from third-party actions, including search engine algorithm changes, hosting failures, or security breaches of third-party platforms.

9. Indemnification

You agree to indemnify and hold harmless Prospelle, its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys’ fees) arising from: (a) your use of the Site or Services; (b) your breach of these Terms; (c) your violation of any third-party rights; or (d) any content or materials you provide to us.

10. Term and Termination

• Term: These Terms remain in effect for as long as you use the Site or Services.
• Termination by Client: You may terminate Services in accordance with your service agreement, typically with 30 days’ written notice.
• Termination by Prospelle: We may terminate or suspend Services immediately if you breach these Terms, fail to make timely payments, or engage in conduct that is harmful to our business or reputation.
• Effect of Termination: Upon termination, all outstanding fees become immediately due. Sections regarding intellectual property, confidentiality, limitation of liability, indemnification, and dispute resolution survive termination.

11. Dispute Resolution

• Governing Law: These Terms are governed by the laws of the State of Florida, without regard to conflict of law principles.
• Mediation: Before initiating formal proceedings, both parties agree to attempt resolution through good-faith mediation.
• Arbitration: Any dispute not resolved through mediation shall be settled by binding arbitration under the rules of the American Arbitration Association (AAA), conducted in the State of Florida. The arbitrator’s decision shall be final and enforceable in any court of competent jurisdiction.
• Class Action Waiver: You agree to resolve disputes individually and waive any right to participate in class action lawsuits or class-wide arbitration.

12. Website Use

• You agree not to use the Site for any unlawful purpose or in any way that could damage, disable, or impair the Site.
• You agree not to attempt to gain unauthorized access to any part of the Site, server, or database.
• You agree not to use automated tools (bots, scrapers) to access the Site without our written permission.
• We reserve the right to modify, suspend, or discontinue the Site at any time without notice.

13. Warranty Disclaimer

THE SITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PROSPELLE DOES NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

14. Force Majeure

Neither party shall be liable for failure or delay in performance due to circumstances beyond reasonable control, including natural disasters, pandemics, government actions, utility failures, cyberattacks, or third-party service disruptions.

15. Severability

If any provision of these Terms is found invalid or unenforceable, the remaining provisions shall continue in full force and effect.

16. Entire Agreement

These Terms, together with any executed service agreement and our Privacy Policy, constitute the entire agreement between you and Prospelle. No waiver of any provision shall be effective unless in writing and signed by both parties.

17. Changes to These Terms

We may update these Terms at any time. Material changes will be posted on this page with an updated “Last Updated” date. Continued use of the Site or Services after changes constitutes acceptance of the revised Terms.

18. Contact Us

If you have questions about these Terms, contact us at: