Dance Motion Marketing — Terms of Service

Effective Date: 09/21/2021 Last Updated: 08/28/2026

Drafting note (remove before publishing): This is a working draft, not final legal advice. It has not been reviewed by a licensed attorney. Before this is published or relied upon — especially the arbitration, class-action waiver, and cross-border data provisions — have Colorado counsel review it, and confirm enforceability of the arbitration/class-waiver language for your Canadian clients specifically.

1. Introduction and Acceptance

These Terms of Service ("Terms") govern all services offered by Total Studio Transformation, LLC, doing business as Dance Motion Marketing ("DMM," "Provider," "we," "us," or "our"), to any dance studio, business, or individual that engages DMM's services (the "Client," "Studio," "you," or "your").

These Terms apply to every service DMM offers — including but not limited to paid advertising management, landing page design and hosting, marketing strategy, creative production, CRM services, and any other service described in a signed Service Agreement or order form. Specific pricing, deliverables, service tiers, and cancellation terms for a given engagement are set out in the applicable Service Agreement, which is incorporated into these Terms by reference. Where a Service Agreement conflicts with these Terms, the Service Agreement's specific terms govern that engagement; these Terms govern everything not specifically addressed there.

By signing a Service Agreement, submitting payment, or otherwise engaging DMM's services, you agree to be bound by these Terms.

2. Scope of Services

DMM provides done-for-you digital marketing services to dance studios, including strategy, creative development, ad management, and related support as described in the applicable Service Agreement. DMM does not guarantee specific enrollment numbers, revenue outcomes, or return on ad spend. See Section 8 (No Guarantee of Results) and Section 9 (Platform Dependency).

3. Fees and Payment Authorization

3.1 Fees, billing frequency, and payment terms for a given engagement are set out in the applicable Service Agreement.

3.2 By signing a Service Agreement, you authorize DMM to automatically charge your designated payment method for all fees due under that agreement, including any recurring service fees, ad-spend pass-through costs (where applicable), and any early-termination or rate-adjustment amounts specified in the Service Agreement. This authorization remains in effect until all amounts owed have been paid in full.

3.3 If a payment fails, DMM may attempt to charge any backup payment method on file. If all payment methods fail, DMM may pause your services and active campaigns immediately. You will have five (5) business days from the date of a failed payment to provide a valid payment method before DMM may terminate the Service Agreement for non-payment, without prejudice to amounts already owed.

3.4 Ad spend paid directly to third-party advertising platforms (e.g., Meta, Google) is separate from and in addition to DMM's service fees, and is governed by the terms of the applicable platform.

3.5 Fees stated in a Service Agreement are exclusive of applicable sales, use, GST, HST, or similar taxes. The Client is responsible for all such taxes, excluding any tax on DMM's net income.

4. Intellectual Property

4.1 Client Data. All leads, prospective-student information, customer lists, and business data generated through or provided in connection with the Services are, and remain, the sole property of the Client. DMM claims no ownership interest in this data and will not sell it to third parties.

4.2 DMM Work Product. DMM retains all right, title, and interest in and to all creative assets, advertising copy, landing page designs and code, campaign structures, software, templates, and methodologies developed or used by DMM in providing the Services (collectively, "DMM Work Product"), whether created before, during, or after a given engagement, and whether or not created specifically for a particular Client.

4.3 License to Client. Subject to full payment of all fees due, DMM grants the Client a limited, non-exclusive, non-transferable license to use DMM Work Product created for that Client for its intended marketing purpose during the term of the applicable Service Agreement. This license does not transfer ownership. The license terminates according to the asset-disposition terms of the applicable Service Agreement upon cancellation or termination, or immediately upon an uncured breach of the Service Agreement by the Client.

4.4 Nothing in this Section limits the Client's ownership of its own trademarks, brand assets, or pre-existing materials provided to DMM.

5. Confidentiality

Each party agrees to keep confidential all non-public business, financial, strategic, and technical information disclosed by the other party in connection with the Services ("Confidential Information"), and to use such information solely to perform its obligations under these Terms and the applicable Service Agreement.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party without an obligation of confidentiality; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is received from a third party without breach of any confidentiality obligation.

If a party is required by law or court order to disclose the other party's Confidential Information, it will, where legally permitted, give the other party prompt notice so that party may seek a protective order.

This obligation survives termination of any Service Agreement and continues for two (2) years thereafter, except for trade secrets, which remain confidential for as long as they retain trade-secret status.

6. Data Privacy

6.1 DMM will take reasonable technical and administrative measures to safeguard Client data, including leads and customer information processed on the Client's behalf.

6.2 For Clients located in Canada, DMM will handle personal information in a manner consistent with the Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial privacy legislation. For Clients located in jurisdictions with their own applicable privacy statutes (e.g., the California Consumer Privacy Act), DMM will comply with those statutes to the extent they apply to the Services provided.

6.3 Upon termination of a Service Agreement, DMM will, within the timeframe specified in that Agreement, cease using and delete or return Client data in its possession, except as required to comply with law or resolve disputes.

6.4 DMM does not sell Client data or Client-generated lead data to third parties.

6.5 If DMM discovers a security incident that compromises the confidentiality or integrity of Client data, DMM will notify the Client without undue delay, and in any event within the timeframe required by applicable law, and will provide reasonably requested information to help the Client meet its own notification obligations.

7. Client Obligations

The Client agrees to:

• Provide accurate and complete information needed to perform the Services;

• Respond to requests for approval of creative, copy, or campaign assets within the timeframe specified in the applicable Service Agreement;

• Keep all payment information current and ensure timely payment of invoices;

• Comply with all applicable laws and third-party platform policies (e.g., Meta advertising policies) in connection with its use of the Services;

• Promptly notify DMM of any development that may materially affect the success of the engagement;

• Provide DMM with the Client's current business address in the Service Agreement and promptly notify DMM in writing of any change;

• Take responsibility for the accuracy of factual claims, pricing, and offers the Client approves for use in advertising created by DMM.

8. No Guarantee of Results

DMM makes no warranties, promises, or guarantees regarding future enrollment, revenue, or other business outcomes resulting from the Services. Any figures, projections, or examples provided by DMM are estimates only and are not a representation of expected or average results. Past performance for other clients is not indicative of future results for any individual Client. The Client accepts all risk associated with relying on any projections or estimates provided.

9. Platform Dependency

The Services depend in part on third-party advertising and technology platforms (including but not limited to Meta and Google) that DMM does not own or control. Except to the extent caused by DMM's gross negligence or willful violation of a platform's stated policies, DMM is not responsible for, and disclaims all liability arising from, any ad account suspension, policy change, algorithm change, outage, or other action taken by a third-party platform that affects campaign performance, delivery, or Client ad accounts.

10. Termination

10.1 Termination procedures, notice periods, and any applicable fees or rate adjustments upon cancellation are governed by the applicable Service Agreement.

10.2 In addition to any termination rights in a Service Agreement, DMM may terminate a Service Agreement immediately, without the standard notice period, if the Client: (a) fails to cure a payment default per Section 3.3; (b) engages in illegal conduct in connection with the Services; or (c) engages in abusive or harassing conduct toward DMM personnel.

10.3 Upon termination, all unpaid fees become immediately due and payable.

11. Testimonials and Case Studies

DMM will not use Client name, likeness, results, or testimonials in marketing materials, case studies, or advertising without the Client's prior written consent, which may be requested and granted on a per-use basis.

12. Limitation of Liability

Except as set forth below, neither party shall be liable to the other for incidental, consequential, indirect, special, or punitive damages, or for loss of profits or revenue, arising out of or relating to these Terms or any Service Agreement, whether based in contract or tort, even if advised of the possibility of such damages, and each party's total liability arising out of or relating to a Service Agreement shall not exceed the total fees paid by the Client to DMM under that Service Agreement in the six (6) months preceding the claim.

Neither the damages exclusion nor the liability cap in the preceding paragraph applies to: (a) either party's indemnification obligations under Section 13; (b) a breach of the confidentiality obligations in Section 5; (c) either party's gross negligence or willful misconduct; or (d) amounts owed by the Client under Section 3 (Fees and Payment Authorization).

13. Indemnification

13.1 By Client. The Client shall indemnify, defend, and hold harmless DMM, its parent, subsidiaries, affiliates, and their respective officers, directors, employees, and representatives from and against any claims, costs, damages, expenses (including reasonable attorneys' fees), and liabilities arising out of the Client's breach of these Terms, violation of applicable law, or willful misconduct in connection with the Services, including claims arising from factual representations, offers, or pricing the Client approved for use in its advertising.

13.2 By DMM. DMM shall indemnify, defend, and hold harmless the Client from and against any third-party claims, costs, damages, expenses (including reasonable attorneys' fees), and liabilities arising out of: (a) a claim that DMM Work Product infringes a third party's intellectual property rights; or (b) DMM's gross negligence, willful misconduct, or breach of Section 5 (Confidentiality).

13.3 This Section survives termination of any Service Agreement with respect to obligations arising prior to termination.

14. Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disaster, war, terrorism, labor disputes, internet or telecommunications failures, or actions of third-party platforms outside the affected party's control, provided that the affected party promptly notifies the other party and uses commercially reasonable efforts to resume performance. This Section does not excuse the Client's obligation to pay for Services already rendered or fees already due at the time the force majeure event began.

15. Dispute Resolution

15.1 Informal Resolution. Before initiating arbitration or litigation, a party must provide the other with written notice describing the dispute and allow thirty (30) days for the parties to attempt to resolve it informally.

15.2 Arbitration. Except as provided in Section 15.3 and, for a Client located in Canada, Section 15.7, any dispute, claim, or controversy arising out of or relating to these Terms or any Service Agreement that is not resolved under Section 15.1 shall be resolved by binding arbitration administered by [JAMS / AAA — TO BE SELECTED], conducted by a single arbitrator under that organization's commercial arbitration rules, seated in Denver, Colorado. The arbitrator shall apply Colorado law, shall have no authority to award damages excluded under Section 12, and the arbitration award shall be final and binding, with judgment enforceable in any court of competent jurisdiction.

15.3 Small Claims Carve-Out. Either party may instead bring an individual claim in small claims court in Colorado if the claim falls within that court's jurisdictional dollar limit.

15.4 Class Action Waiver. All claims under these Terms must be brought on an individual basis. Neither party may bring or participate in a class, collective, or representative action, whether in arbitration, small claims court, or otherwise. If this waiver is found unenforceable as to a particular claim, the arbitration agreement in Section 15.2 shall not apply to that claim, and that claim shall instead proceed on an individual basis in the courts identified in Section 16 — it shall not proceed as a class or collective arbitration.

15.5 Attorneys' Fees. The prevailing party in any arbitration or court proceeding arising under these Terms is entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party.

15.6 Business Client Representation. By entering into a Service Agreement, the Client represents that it is doing so in the course of operating a business, and not as a consumer, for purposes of any provincial or state consumer-protection statute that might otherwise restrict the enforceability of Sections 15.2–15.4.

15.7 Canadian Clients. For a Client located in Canada, Sections 15.2 and 15.3 apply with the following modifications, and Sections 15.4, 15.5, and 15.6 continue to apply without modification:

(a) Arbitration under Section 15.2 shall be administered by the ADR Institute of Canada (or another Canadian arbitral body mutually agreed by the parties) under its applicable commercial arbitration rules, seated in the Client's home province, rather than by the organization and seat identified in Section 15.2;

(b) The small claims carve-out in Section 15.3 refers to the small claims court of the Client's home province;

(c) At the Client's election, arbitration hearings may be conducted by videoconference rather than in person;

(d) For purposes of this Section, "home province" means the province of the business address stated in the Client's Service Agreement, as updated in writing from time to time. The Client is responsible for keeping this address current; DMM may rely on the most recent address in its records.

16. Governing Law and Venue

These Terms and any Service Agreement are governed by the laws of the State of Colorado, without regard to conflict-of-laws principles. Subject to Section 15, the state and federal courts located in Colorado shall have exclusive jurisdiction over any matter not subject to arbitration, except that, for a Client located in Canada, any such matter properly brought in court under Section 15.7 shall be brought in the courts of the Client's home province.

17. Electronic Signatures and Acceptance

The parties agree that Service Agreements may be executed electronically, and that electronic signatures have the same legal effect as handwritten signatures.

18. Amendments

DMM may update these Terms from time to time. Material changes will be posted on DMM's website with an updated "Last Updated" date, and, where required, notice will be provided at least 30 days in advance. Continued use of DMM's services after an update constitutes acceptance of the revised Terms.

19. General Provisions

19.1 Entire Agreement. These Terms, together with any applicable Service Agreement, constitute the entire agreement between the parties regarding the Services and supersede any prior agreements or understandings on the subject matter.

19.2 Severability. If any provision of these Terms is found unenforceable, the remaining provisions remain in full force and effect.

19.3 Assignment. DMM may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets. The Client may not assign these Terms without DMM's prior written consent.

19.4 No Waiver. Failure to enforce any provision of these Terms is not a waiver of the right to enforce that or any other provision later.

19.5 Notices. Notices under these Terms must be sent in writing to the contact information below, or as otherwise specified in the applicable Service Agreement.

19.6 Independent Contractor Relationship. DMM is an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties. Neither party has authority to bind the other.

19.7 No Third-Party Beneficiaries. These Terms do not create any rights enforceable by any person or entity not a party to them, except as expressly stated in Section 13 (Indemnification).

19.8 Subcontractors. DMM may use subcontractors or vendors to perform the Services and remains responsible for their performance and compliance with these Terms, including confidentiality obligations.

19.9 Survival. Sections 4 (Intellectual Property), 5 (Confidentiality), 6 (Data Privacy, as to data already collected), 12 (Limitation of Liability), 13 (Indemnification), 15 (Dispute Resolution), and 16 (Governing Law and Venue) survive termination or expiration of any Service Agreement.

20. Contact

Total Studio Transformation, LLC d/b/a Dance Motion Marketing support@dancemotionmarketing.[com]