1. Acceptance of Terms

By accessing or using the website located at ruillc.com (the "Site") or engaging rui LLC ("rui," "we," "us," or "our") for any of our services, including: website design, search engine optimization (SEO), and social media management, you agree to be bound by these Terms of Service ("Terms"). If you do not agree, please do not use the Site or our services.

2. Services Offered

rui LLC provides the following digital marketing and web services to businesses and individuals:

• Website Design – Custom website design, development, and deployment.

• Search Engine Optimization (SEO) – On-page and off-page strategies to improve organic search visibility.

• Social Media Management – Content creation, scheduling, and account management for social media platforms.

Specific deliverables, timelines, fees, and scope of work for each engagement will be outlined in a separate written agreement or proposal provided to you prior to commencement of services.

3. Use of the Site

You agree to use this Site only for lawful purposes and in a manner that does not infringe the rights of others. You agree not to:

• Use the Site for any fraudulent, deceptive, or harmful purpose.

• Attempt to gain unauthorized access to any portion of the Site or its related systems.

• Transmit any viruses, malware, or harmful code through the Site.

• Scrape, harvest, or collect data from the Site without our prior written consent.

4. Intellectual Property

All content on this Site, including: text, graphics, logos, images, and design, is the property of rui LLC or its content suppliers and is protected by applicable copyright and trademark laws. Upon full payment for a project, you will receive a license to use the final deliverables as agreed. We retain the right to display completed work in our portfolio unless otherwise agreed in writing.

5. Client Responsibilities

When engaging rui for services, you agree to:

• Provide accurate and complete information necessary for us to perform the services.

• Respond to requests for approvals, feedback, and content in a timely manner.

• Ensure you own or have obtained all necessary rights and licenses for any content, including: text, images, photographs, logos, trademarks, and other materials that you provide to rui LLC for use in your project.

Delays caused by client non-response may affect project timelines and are not the responsibility of rui LLC.

Indemnification. You agree to defend, indemnify, and hold harmless rui LLC and its members, employees, contractors, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) content, materials, or assets you provided to rui LLC, including but not limited to any claim that such content infringes the intellectual property, privacy, or other rights of any third party; (b) your breach of these Terms; or (c) your violation of any applicable law or regulation. rui LLC is not responsible for verifying the ownership or licensing status of materials supplied by the client.

6. Payment Terms

All fees, payment schedules, and refund policies will be detailed in your service agreement or invoice. The following terms apply unless otherwise specified in writing:

One-Time Projects. A non-refundable deposit is required before work begins. The remaining balance is due upon project completion or as outlined in the service agreement. Failure to pay the remaining balance within 15 days of the due date may result in rui LLC withholding final deliverables until payment is received in full.

Monthly Recurring Services. For ongoing services billed on a monthly basis (including but not limited to SEO, social media management, and website hosting), fees are billed at the start of each billing cycle and are due upon receipt. Monthly services are non-refundable once the billing cycle has begun.

Minimum Commitment Periods. Certain services, including: website hosting and ongoing digital services may be subject to a minimum service commitment period as specified in your service agreement. Early termination prior to the end of the minimum commitment period does not relieve the client of the obligation to pay fees for the remainder of that period.

Failed or Late Payments. If a payment method on file is declined or a payment is not received by the due date, rui LLC reserves the right to: (a) suspend or pause active services until the account is current; (b) apply a late fee of 1.5% per month on balances outstanding beyond 15 days; and (c) terminate the engagement in accordance with Section 10. Reactivation of suspended services may require payment of all outstanding balances plus a reactivation fee.

Rate Changes. For monthly services, rui LLC reserves the right to adjust pricing with a minimum of 30 days' written notice. Continued use of services after the effective date of a price change constitutes acceptance of the new rate.

7. Disclaimer of Warranties

The Site and all services are provided on an "as is" and "as available" basis. rui LLC makes no warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement. We do not guarantee specific results from SEO or social media management services, as outcomes depend on numerous third-party factors beyond our control.

8. Limitation of Liability

8.1 Exclusion of Consequential Damages. To the maximum extent permitted by applicable law, rui LLC and its members, employees, contractors, and agents shall not be liable for any indirect, incidental, special, punitive, or consequential damages of any kind, including but not limited to loss of revenue, loss of profits, loss of data, loss of business opportunity, or business interruption arising out of or in connection with these Terms, the Site, or any services provided, even if rui LLC has been advised of the possibility of such damages and regardless of the theory of liability (contract, tort, negligence, or otherwise).

8.2 Cap on Direct Damages. To the extent rui LLC is found liable for any direct damages not excluded under Section 8.1, our total cumulative liability to you for any and all claims arising out of or related to a specific service engagement shall not exceed the total fees actually paid by you to rui LLC for the specific service giving rise to the claim during the three (3) months immediately preceding the event that gave rise to the claim.

Some jurisdictions do not allow the exclusion or limitation of certain types of damages. In such jurisdictions, the above limitations apply to the fullest extent permitted by law.

9. Third-Party Links and Services

Our Site or services may reference or link to third-party websites, platforms (e.g., WordPress, Wix, social media platforms), or tools. These are provided for convenience only. rui LLC is not responsible for the content, privacy practices, or reliability of any third-party services.

10. Termination

10.1 Termination by Client. For monthly recurring services, you may cancel at any time by providing at least 30 days' written notice to rui LLC at info@ruillc.com. The notice period begins on the date rui LLC acknowledges receipt of the cancellation request. You will continue to have access to services through the end of the current billing cycle. No additional charges for work-in-progress will be assessed provided the required 30-day notice is given. Cancellations without the required notice may result in a final billing cycle charge.

10.2 Minimum Commitment. If your service agreement includes a minimum commitment period (see Section 6), cancellation prior to the end of that period does not waive your obligation to pay fees through the remainder of the minimum term, unless otherwise agreed in writing.

10.3 Termination by rui LLC. rui LLC reserves the right to suspend or terminate any service engagement immediately and without prior notice if: (a) you breach any material provision of these Terms or your service agreement; (b) a payment is 30 or more days overdue; or (c) rui LLC determines, in its sole discretion, that continuation of the engagement is not feasible.

10.4 Effect of Termination: Deliverables. Upon termination, rui LLC will have no obligation to transfer, deliver, or provide access to any work product, files, login credentials, or assets until all outstanding balances have been paid in full. Once payment is confirmed, rui LLC will deliver only those deliverables expressly identified in your service agreement. No additional files, source materials, raw assets, software licenses, third-party accounts, or work product beyond what is specified in the service agreement will be transferred.

10.5 Survival. Sections 4 (Intellectual Property), 5 (Indemnification), 6 (Payment Terms), 8 (Limitation of Liability), 10.4 (Effect of Termination), and 11 (Governing Law) survive termination of these Terms or any service agreement.

11. Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Tennessee, without regard to its conflict of law provisions. Any disputes shall be resolved in the state or federal courts located in Nashville, Tennessee.

12. Changes to These Terms

rui LLC reserves the right to modify these Terms at any time. We will update the "Effective Date" at the top of this page when changes are made. Continued use of the Site or our services after changes constitutes acceptance of the revised Terms.

13. Contact Us

If you have any questions about these Terms of Service, please contact us:

rui LLC

Email: info@ruillc.com

Phone: (615) 854-7520

Website: ruillc.com or damage of any nature.