Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Adverthetrix Marketing ("Company," "we," "us," or "our"), governing your access to and use of our marketing services, website, and any related platforms or deliverables. By engaging our services, executing a Statement of Work, or accessing our website, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety.

If you do not agree with any provision of these Terms, you must immediately cease using our services and website. We reserve the right to amend these Terms at any time with reasonable prior notice. Continued use of our services following notice of modification constitutes acceptance of the revised Terms.

1. Scope of Services

Adverthetrix Marketing provides a range of digital marketing and creative services, including but not limited to: performance marketing (paid advertising on platforms such as Google Ads, Meta, TikTok, and programmatic networks), search engine optimization and organic growth strategy, brand identity and creative design, social media management and content production, website and landing page development, conversion rate optimization, and analytics consulting.

The specific services rendered for a given Client will be set forth in a mutually executed Statement of Work ("SOW"), Proposal, or Service Agreement ("Service Agreement"). In the event of any conflict between these Terms and a Service Agreement, the Service Agreement shall govern with respect to the specific subject matter of such conflict.

We do not guarantee specific performance outcomes, including but not limited to specific rankings, revenue figures, return on ad spend (ROAS), or follower growth targets, unless such guarantees are explicitly set forth in writing in a signed Service Agreement. Digital marketing results are inherently subject to algorithm changes, market fluctuations, and competitive dynamics beyond our control.

2. Client Responsibilities

To enable us to perform our services effectively, you agree to fulfill the following obligations in a timely manner:

• Provide accurate, complete, and current information about your business, products, services, target audience, and competitive landscape as reasonably requested by us.
• Grant us timely access to all necessary platforms, accounts, advertising accounts, analytics tools, content management systems, and any other third-party services required to perform the agreed services.
• Designate a primary point of contact with authority to make decisions and approvals on your behalf, and ensure that such individual is reasonably available during normal business hours.
• Review and approve all deliverables, creative assets, and campaign materials within the timeframes specified in the applicable Service Agreement. Delays in approvals may result in project timeline adjustments for which we shall not be responsible.
• Ensure that all materials, content, assets, trademarks, logos, and intellectual property you provide to us are either owned by you or that you have obtained all necessary licenses, rights, and permissions for their use in marketing activities.
• Maintain compliance with all applicable laws and regulations in your industry, including but not limited to FTC advertising guidelines, GDPR/CCPA data privacy requirements, and platform-specific advertising policies.
• Promptly notify us of any changes to your business, products, target markets, or competitive situation that may materially affect the performance or direction of our services.

3. Fees, Payment, and Billing

All fees for services are as set forth in the applicable Service Agreement. Unless otherwise stated, retainer fees are billed monthly in advance and project-based fees are billed according to the payment schedule outlined in the SOW.

Invoices are due within fifteen (15) days of the invoice date unless an alternative payment schedule has been agreed to in writing. We reserve the right to charge a late fee of 1.5% per month (or the maximum permitted by applicable law, whichever is less) on all outstanding balances not paid within the stated due period.

All advertising spend, media budgets, platform fees, and third-party tool subscriptions required to execute your campaigns are separate from our management and service fees and are either billed directly to your payment methods on file with each platform or invoiced as pass-through costs. We will provide reasonable advance notice of anticipated third-party expenditures.

We reserve the right to suspend services without liability in the event of non-payment exceeding thirty (30) days past due. Reinstatement of services following suspension may be subject to a reinstatement fee and is at our sole discretion.

All fees are exclusive of applicable taxes. Where we are required by law to collect sales, use, or value-added taxes, such taxes will be added to your invoice and are your responsibility to pay.

4. Intellectual Property

4.1 Work Product Ownership

Upon receipt of full and final payment for services, and unless otherwise specified in a Service Agreement, all final deliverables created specifically for you under a project-based engagement ("Work Product") shall become your property. "Work Product" includes finalized creative assets such as logos, copy, advertisements, website source code, and design files delivered to you.

4.2 Retained Rights and Pre-Existing Materials

Notwithstanding the above, we retain all right, title, and interest in: (i) all pre-existing intellectual property, tools, processes, methodologies, templates, frameworks, software, and know-how that we develop independently of this engagement; (ii) any general improvements to our proprietary tools or systems that arise in connection with performing your services; and (iii) all draft, intermediate, and non-delivered work product. We retain a perpetual, non-exclusive, royalty-free license to use general skills, knowledge, and experience acquired during the performance of your project.

4.3 Third-Party Licenses

Certain deliverables may incorporate licensed stock images, fonts, music, or software components subject to third-party licenses. We will disclose such components and associated license terms. You are responsible for maintaining any ongoing third-party licenses required to continue using such components after project completion.

4.4 Portfolio Rights

We reserve the right to display finalized Work Product in our portfolio, case studies, and promotional materials unless you provide written notice requesting confidentiality within thirty (30) days of delivery.

5. Confidentiality

Each party agrees to keep confidential and not disclose to third parties any proprietary, non-public, or sensitive information received from the other party in connection with the services ("Confidential Information"), and to use such Confidential Information solely for the purpose of performing obligations or exercising rights under these Terms.

Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this agreement; (ii) was rightfully known to the receiving party before disclosure; (iii) is independently developed without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, court order, or governmental authority, provided the disclosing party is given prompt written notice.

This confidentiality obligation shall survive the termination of these Terms for a period of three (3) years.

6. Term and Termination

These Terms remain in effect for the duration of any active Service Agreement between the parties. Either party may terminate a Service Agreement by providing written notice as specified therein, typically thirty (30) days' advance written notice unless a different notice period is stated.

We may terminate services immediately upon written notice if: (i) you breach any material provision of these Terms or a Service Agreement and fail to cure such breach within ten (10) days of written notice; (ii) you engage in fraudulent, deceptive, or illegal business practices; (iii) you become insolvent or file for bankruptcy protection; or (iv) your instructions would require us to violate applicable law or platform policies.

Upon termination, you shall pay all outstanding fees for services rendered through the effective date of termination. Any prepaid but unearned retainer fees may be refunded at our discretion, subject to our Refund Policy. We will transfer administrative access to all accounts and platforms we manage on your behalf within a reasonable period following final payment.

7. Representations and Warranties

Each party represents and warrants that: (i) it has the legal authority to enter into and perform its obligations under these Terms; (ii) its performance will not violate any applicable law, regulation, or third-party rights; and (iii) it will conduct itself professionally and in good faith.

You additionally represent and warrant that: (i) all content, materials, data, and information you provide to us is accurate and does not infringe any third-party intellectual property, privacy, or publicity rights; (ii) your products and services comply with all applicable laws; and (iii) you will comply with all platform terms of service and advertising policies for any platforms on which we run campaigns on your behalf.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ADVERTHETRIX MARKETING SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, OR LOSS OF DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR OUR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING UNDER OR RELATING TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO US IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

These limitations apply regardless of the theory of liability (contract, tort, negligence, strict liability, or otherwise) and notwithstanding the failure of essential purpose of any limited remedy.

9. Indemnification

You agree to indemnify, defend, and hold harmless Adverthetrix Marketing and its officers, employees, contractors, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (i) your breach of these Terms or any Service Agreement; (ii) your violation of any applicable law or third-party rights; (iii) content, materials, or information you provide to us; or (iv) your products or services.

10. Dispute Resolution and Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky, without regard to its conflict of law principles. Any disputes arising under these Terms shall first be subject to good-faith negotiation between senior representatives of each party. If disputes cannot be resolved through negotiation within thirty (30) days, they shall be subject to binding arbitration administered in accordance with the rules of the American Arbitration Association, with proceedings conducted in Cumberland, Kentucky.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from a court of competent jurisdiction to protect confidential information or intellectual property rights without first engaging in arbitration.

11. General Provisions

These Terms, together with any applicable Service Agreement, constitute the entire agreement between the parties with respect to their subject matter and supersede all prior or contemporaneous agreements, representations, and understandings. If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Our failure to enforce any provision shall not constitute a waiver of our right to enforce it in the future. You may not assign your rights or obligations under these Terms without our prior written consent. We may assign our rights to a successor in connection with a merger, acquisition, or sale of assets.