These Terms and Conditions ("Agreement") govern your access to and use of all content, products, and services (the "Services") provided by 305 Marketing LLC ("us", "we", or "our"). Your access to our services is subject to your acceptance, without modification, of all of the terms and conditions contained herein.
1. Services and Scope of Work
305 Marketing LLC agrees to provide digital marketing services as outlined in a specific Scope of Work (SOW) or client agreement. The SOW will detail the specific services, deliverables, timelines, and fees. Services may include but are not limited to Search Engine Optimization (SEO), Pay-Per-Click (PPC) advertising, Social Media Marketing (SMM), and Content Marketing.
2. Payment Terms
Client agrees to pay the fees as specified in the SOW. Unless otherwise stated, services are billed on a monthly retainer basis and are due in advance of the service period. Late payments may result in a suspension of services and/or late fees. All payments are non-refundable.
3. Timelines and Deliverables
We will make every effort to meet the project timelines outlined in the SOW. However, these timelines are estimates and are not guaranteed. Delays caused by the Client (e.g., late feedback, delayed access to necessary accounts) may result in an adjustment of the project schedule. All deliverables will be considered accepted unless the Client provides written notice of rejection within seven (7) business days of delivery.
4. Client Responsibilities
The Client agrees to provide all necessary access to information, accounts (e.g., website backend, analytics, ad accounts), and assets required for us to perform the Services. The Client is responsible for the accuracy and legality of all materials provided to us.
5. Intellectual Property
Any pre-existing intellectual property of either party will remain the property of that party. The Client will own the rights to all final, paid-for deliverables (e.g., content, ad copy, creative assets). We retain the right to use the work and results for our portfolio and marketing purposes, unless otherwise agreed in writing. Our proprietary strategies, processes, and tools remain our intellectual property.
6. Confidentiality
Both parties agree to keep all confidential information, including business strategies, financial data, and campaign details, private and not to disclose it to any third party without prior written consent, except as required by law.
7. Termination
Either party may terminate the Agreement with thirty (30) days' written notice. If the Client terminates the agreement, they are responsible for all fees due up to the effective date of termination. We may terminate or suspend access to our Services immediately, without prior notice or liability, for any breach of these Terms, including failure to make timely payments.
8. Disclaimer of Warranties
Our Services are provided "AS IS." We disclaim all warranties, express or implied, including the warranties of merchantability and fitness for a particular purpose. As stated in our Disclaimer, we do not guarantee any specific results or outcomes from our services.
9. Limitation of Liability
Our liability for any claim arising out of this Agreement will be limited to the amount of fees paid by the Client to us in the three (3) months preceding the claim. We are not liable for any indirect, consequential, or special damages.
10. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which 305 Marketing LLC is registered, without regard to its conflict of law provisions.