Terms And Condition

TERMS AND CONDITIONS OF SERVICE

These Terms and Conditions constitute a legally binding agreement between you (“Client”) and Macedo Marketing LLC, a Wyoming limited liability company with its principal place of business at 1309 Coffeen Avenue STE 1200, Sheridan, Wyoming 82801 (“Agency”).

1. SERVICES AND PROJECT CHANGES

1.1 Agency agrees to perform the services as outlined in the Scope of Work incorporated into the Proposal shared with Client. The specific services to be provided are determined by the service package selected by Client and explicitly stated in the Proposal.

1.2 Client and Agency agree that additional services may be added to the initial proposal and retainer agreements as long as the additional cost, timeline, and deliverables have been mutually agreed upon. Agency may not be able to add additional services if Agency does not have the capacity for additional services or the requested work is out of scope for the services Agency provides.

2. INTELLECTUAL PROPERTY

2.1 Client and Agency agree that the proposed Services involve the creation of Intellectual Property which shall be exclusively owned by Client, provided that Client has no outstanding payments with Agency for the rendered Services.

2.2 Agency and Client agree that all Intellectual Property incorporated into the Services that Agency had in its possession prior to this Agreement or that was not developed specifically for Client shall remain Agency’s property.

2.3 Agency reserves the right to use any design assets created for Client, including Client’s logo/name and results, in any marketing materials unless otherwise specified in a non-disclosure agreement.

2.4 Client retains ownership of all advertising accounts (e.g., Google Ads, Facebook Ads) used during the course of the Services. Upon termination of this Agreement, Agency will transfer access to Client, provided all outstanding invoices have been paid in full. Agency is not responsible for the management, maintenance, or optimization of these accounts after termination.

2.5 Agency Methodologies and Proprietary Systems

2.5.1 Client acknowledges that Agency has developed proprietary methodologies, techniques, processes, systems, tools, and workflows (collectively, “Agency Methodologies”) that constitute Agency’s trade secrets and intellectual property.

2.5.2 Agency agrees to provide Client with:

  • Campaign performance metrics and results
  • Strategic rationale and recommendations
  • Platform selection justification
  • Regular reporting as outlined in the Agreement
  • General audience targeting descriptions
  • Campaign structures and objectives

2.5.3 Agency considers the following aspects of its services to be proprietary:

  • Specific implementation techniques
  • Proprietary tools and systems
  • Internal workflows and optimization processes
  • Precise formulas and algorithms used for campaign optimization

2.5.5 Client acknowledges that the value of the services provided by Agency lies in the results and deliverables, not in the specific methods and processes used to achieve those results.

3. CLIENT ENGAGEMENT

3.1 Agency requires that Client should respond in a reasonably timely manner to inquiries and provide certain information as requested from time to time, as long as the requested information is reasonably related to the Services. The timely delivery of the Services is contingent upon regular communication between Agency and Client.

3.2 Client agrees to make themselves available to provide information as requested and appoint one individual representative to act as a direct point of contact with Agency. The appointed Representative shall have the capacity and the authority to approve the delivery of the Services.

3.3 Client Representative shall devote time and effort as may be required to respond to Agency in a timely and prudent manner, and provide the requested information and materials necessary to perform the Services.

3.4 Client agrees not to contact any contractors, employees, and/or associates from Agency outside of the channels of communication listed in this Agreement: Slack and Email.

3.5 Agency agrees to appoint one representative to act as the account manager for Client, who will use their best efforts to facilitate competent and timely communication with Client. Agency reserves the right to switch the account manager, designer, or copywriter assigned to Client at any time if needed.

3.6 By paying the deposit, which is non-refundable, Client agrees to commit to having the onboarding call within two (2) weeks after the deposit is paid. After that period, Client acknowledges that they might lose the spot hold with Agency and their proposal is no longer valid.

3.7 Client acknowledges that: (a) Client is solely responsible for maintaining and funding all third-party accounts required for the Services, including but not limited to Google Ads, Facebook Ads, or other advertising platforms. (b) Client is responsible for the accuracy and completeness of any data, materials, or information provided to Agency for use in the Services. (c) Agency is not responsible for delays or errors caused by inaccurate, incomplete, or late information provided by Client.

3.8 During the term of this Agreement and for a period of twelve (12) months thereafter, Client agrees not to directly or indirectly solicit, hire, or engage any employee, contractor, or representative of Agency without prior written consent. A breach of this clause will result in liquidated damages equal to six (6) months of the individual’s salary or retainer fee.

3.9 Client grants Agency the authority to make adjustments, optimizations, or strategic changes to Client’s advertising accounts (e.g., ad copy, targeting, budgets, bids, creatives, or campaign structures) without prior approval, provided such changes are reasonably expected to have a positive impact on account performance. For changes unrelated to performance improvements or strategic optimizations (e.g., brand messaging, tone, or creative direction), Agency will seek prior feedback and approval from Client before proceeding. Client acknowledges that advertising performance is influenced by various factors beyond the control of Agency, and while every effort will be made to optimize performance, specific results cannot be guaranteed.

3.10 Office Hours and Communication Protocol

3.10.1 Agency will provide Client with access to designated account management services during regular business hours (8:00 AM to 4:00 PM EST, Monday through Friday, excluding federal holidays).

3.10.2 Client’s dedicated account manager will be available for scheduled calls during these hours, subject to the following limitations:

  • Regular check-in calls as outlined in the selected service package
  • Emergency calls addressing critical account issues
  • Additional consultation calls may be scheduled based on availability and may incur additional fees if they exceed the scope of the selected service package

3.10.3 Client agrees to respect these established office hours and communication channels, and acknowledges that requests made outside of these parameters may not receive an immediate response.

3.10.4 For urgent matters outside of regular office hours, Client may use the emergency contact protocol provided during onboarding, with the understanding that response times may vary.

3.10.5 Agency reserves the right to limit excessive communication that falls outside the reasonable scope of the selected service package, and may propose adjustments to the service package if Client’s communication needs consistently exceed standard parameters.

4. FEES & PAYMENT

4.1 In exchange for the performance of the agreed Services, Client shall pay all the fees as detailed in the proposal in addition to any other expenses previously approved in writing by Client. Client acknowledges that all payments shall be processed through Stripe. By making a payment, Client agrees to Stripe’s Terms of Service (https://stripe.com/legal/ssa). Agency does not store credit card information. All payment information is securely processed and stored by Stripe in accordance with PCI DSS standards.

4.2 By accepting this Agreement, Client is accepting the terms set forth in the specific service package selected by Client, or otherwise negotiated by the parties. Client acknowledges that the services, deliverables, and communication frequency will be provided in accordance with the specific package selected.

4.3 Client authorizes Agency to automatically charge their payment method on file for recurring monthly services. This authorization remains in effect until Client cancels with 30 days’ notice. The final payment will be processed if the next charge date is within the notice period.

4.4 A $500 deposit, which is non-refundable in case of cancellation, is due to hold Client’s place with Agency and will be deducted from the down payment/first month’s payment.

4.5 Client agrees to provide 30 days’ notice in case of cancellation and/or any changes in the package, including but not limited to downgrades/upgrades, previously agreed upon.

4.6 In order to ensure the timely delivery of Services and to prevent additional costs incurred by Agency for work performed by its team and contractors, Client agrees that if the monthly retainer is not paid within 7 days of the invoice being sent, Agency reserves the right to pause all work on Client’s account until the outstanding payment is received. Agency will promptly resume work once the payment is processed.

4.7 All payments made to Agency are non-refundable. This includes, but is not limited to, deposits, retainers, and fees for services rendered. By accepting this agreement, Client acknowledges and agrees that no refunds will be issued under any circumstances.

5. TERMINATION

5.1 This Agreement shall commence on the effective date and shall continue indefinitely until terminated by either Client or Agency, in accordance with this Agreement.

5.2 Either party may terminate this agreement at any time by providing 30 days’ written notice to the other party. The written notice must be sent via email to the designated point of contact for each party.

5.3 In the event of termination, Client will be billed for services rendered through the date of termination. The final payment will be processed in full if the next charge date is within the notice period.

5.4 Upon termination, Agency will transfer all relevant data, assets, and materials to Client within a reasonable timeframe, provided that all outstanding invoices have been paid in full.

6. REVENUE PROJECTIONS

6.1 ROI calculations for paid ads profits and revenue are estimates. There are varying factors, including but not limited to website traffic, economic, and supply changes, which are outside of Agency’s control. Agency cannot guarantee the Services will generate the revenue laid out in the Proposal.

6.2 The projections made by Agency are to be taken as a goal of what can be achieved contingent upon the assumption that various starting metrics, including but not limited to sales velocity, traffic, market penetration, stock, and cost of goods, either remain constant or are subject to improvement over time.

6.3 Projections made by Agency are contingent upon Client’s strict adherence to the agreed-upon strategy, which includes compliance with the recommended ads and campaigns, as well as timely completion of the onboarding and launch processes without deviations or modifications.

6.4 Client acknowledges that Agency has no control over the policies and operations of third-party platforms, such as Google Ads, Facebook Ads, and others. Agency shall not be held liable for account suspensions, disapprovals, or any other actions taken by these platforms. Client agrees to comply with all applicable policies and guidelines of third-party platforms.

6.5 Client acknowledges that the success of digital advertising campaigns is influenced by factors outside of Agency’s control, including but not limited to market conditions, competition, customer behavior, and platform algorithm changes. As such, Agency does not guarantee specific results, including sales, leads, or other performance metrics.

7. CASE STUDIES AND TESTIMONIALS

7.1 Client agrees that Agency may use Client’s name, logo, and results achieved through the Services in case studies, testimonials, portfolio presentations, and other marketing materials.

7.2 Agency may publicly share performance metrics, campaign results, and other non-confidential information related to the Services for marketing purposes, including but not limited to social media posts, website content, presentations, and promotional materials.

8. WARRANTIES

8.1 Agency will use its best efforts to deliver the Services as set out in the Proposal. Client acknowledges however that the Proposal may be based on assumptions, and that the requirements for actual delivery and implementation of the Services may differ based on the circumstances.

8.2 Client warrants to Agency that: (a) Client is a valid subsisting organization organized pursuant to the laws of its jurisdiction; (b) if Client provides Intellectual Property to be incorporated into the delivery of the Services, such Intellectual Property does not infringe upon the rights of any third party.

8.3 Agency’s terms of service are subject to change at any time.

8.4 Limitation of Liability: To the fullest extent permitted by law, the total liability of Agency, its employees, contractors, and representatives, for any claims arising under or in connection with this Agreement shall not exceed the total fees paid by Client to Agency over the three (3) months preceding the claim. In no event shall Agency be liable for any indirect, incidental, consequential, or punitive damages, including but not limited to loss of revenue, profits, or data.

9. CONFIDENTIALITY AND COMMUNICATIONS

9.1 Both parties agree to maintain the confidentiality of any sensitive information shared during the course of the agreement, such as business strategies, financial data, or customer information. This obligation shall survive the termination of the agreement.

9.2 Both parties agree to comply with applicable data protection laws, including but not limited to the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA), where applicable. Client is responsible for ensuring that any data provided to Agency has been collected and shared in compliance with applicable laws.

9.3 Client consents to receive communications from Agency electronically, including emails, texts, and invoices. Client agrees that all agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing.

10. INDEMNIFICATION

Client agrees to indemnify, defend, and hold harmless Agency, its employees, contractors, and representatives, from any and all claims, liabilities, damages, or expenses (including reasonable legal fees) arising from (i) Client’s breach of this Agreement, (ii) any materials or information provided by Client that infringes on the rights of a third party, (iii) non-compliance with applicable laws and regulations by Client, or (iv) any other action or inaction by Client related to the Services.

11. FORCE MAJEURE

Neither party shall be liable for any failure or delay in performance under this agreement to the extent caused by circumstances beyond its reasonable control, such as natural disasters, pandemics, or government actions that prevent the fulfillment of the agreement.

12. AMENDMENTS

Any changes or modifications to this agreement must be made in writing and signed by both parties to be valid agreements or understandings, whether written or oral.

13. ENTIRE AGREEMENT

This agreement constitutes the entire understanding between the parties and supersedes any prior agreements, representations, or understandings, whether written or oral, relating to the subject matter of this agreement. No other terms, conditions, or promises shall be binding unless explicitly agreed upon in writing and signed by both parties.

14. GOVERNING LAW AND DISPUTE RESOLUTION

The parties shall make a good-faith effort to amicably resolve any dispute arising under this agreement through mutual discussions. If the dispute cannot be resolved amicably, either party may pursue further resolution in accordance with applicable law. This agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of law provisions. Any legal action or proceeding arising out of or relating to this agreement shall be brought exclusively in the state or federal courts located in Wyoming, and each party irrevocably submits to the personal jurisdiction of such courts.

14.1 In the event of a dispute, the parties agree to the following process: (a) The parties shall first attempt to resolve the matter through informal discussions within five (5) business days of the dispute being raised. (b) If the matter is not resolved, the parties agree to engage in mediation with a mutually agreed-upon mediator within thirty (30) days. (c) If mediation fails, either party may pursue legal remedies in accordance with the Governing Law clause.

15. AUTHORITY

By proceeding with services from Agency, Client represents and warrants that they have the full legal authority to enter into this agreement on behalf of their company or themselves, as applicable, and that no further approvals or authorizations are necessary. Client further authorizes Agency to charge the agreed-upon marketing service fees to Client’s payment method, as outlined in this agreement. This authorization includes any recurring payments, if applicable, in accordance with the terms specified in this contract.