Terms & Conditions

1. Introduction

Welcome to X Marks the Spot Digital Marketing ("we," "us," "our," or "the Agency"). These Terms and Conditions ("Terms") govern your use of our website at https://xmarksthespotdigital.com/ ("the Site") and any digital marketing, branding, advertising, web design, or related services we provide ("Services").

By accessing the Site, requesting a quote, or engaging us for Services, you ("Client," "you," or "your") agree to be bound by these Terms. If you do not agree to these Terms, please do not use the Site or our Services.

2. Definitions

• "Agreement" means the proposal, statement of work, or written contract between you and us describing the Services to be provided, together with these Terms.
• "Deliverables" means any tangible or intangible work product produced by us under an Agreement, including but not limited to designs, copy, code, reports, strategies, and campaign assets.
• "Services" means the digital marketing services we provide, which may include SEO & Search Visibility, Paid Advertising, Analytics & CRO, Brand & Social, Web Design & Branding, Email & Automation, Strategy & Advisory, and Reporting & Insights.

3. Services

We provide digital marketing services as described on our Site and in your specific Agreement. The scope of work, deliverables, timelines, and fees applicable to your engagement will be set out in a written proposal or statement of work signed by both parties.

We reserve the right to refuse service to any individual or business at our sole discretion.

4. Engagement & Proposals

All Services are subject to a written Agreement between you and us. Unless otherwise stated:

• Proposals are valid for thirty (30) days from the date of issue.
• Engagements are typically month-to-month. Some Services may require a minimum initial commitment, which will be specified in your Agreement.
• Either party may terminate a month-to-month engagement with thirty (30) days' written notice unless otherwise agreed.

5. Fees & Payment

Fees for Services are specified in your Agreement. Unless otherwise stated:

• Invoices are issued monthly in advance and are payable within fourteen (14) days of the invoice date.
• Late payments may incur interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.
• All fees are exclusive of applicable taxes, which will be added to invoices where required.
• Third-party costs (such as ad spend, software subscriptions, stock images, and platform fees) are billed at cost, either through your own accounts or via us as a pass-through, as agreed.
• We reserve the right to suspend Services if invoices remain unpaid for more than thirty (30) days past the due date.

6. Client Responsibilities

To enable us to deliver Services effectively, you agree to:

• Provide accurate, complete, and timely information, materials, approvals, and access required for the Services.
• Designate a primary point of contact authorized to make decisions on your behalf.
• Respond to requests for feedback, approvals, and information within reasonable timeframes.
• Ensure that any content, brand assets, or materials you provide to us do not infringe any third-party rights and comply with applicable laws.
• Pay invoices on time.

Delays caused by your failure to fulfill these responsibilities may impact project timelines and are not our responsibility.

7. Intellectual Property

7.1 Your Materials

You retain all rights, title, and interest in any content, brand assets, trademarks, or materials you provide to us. You grant us a non-exclusive, royalty-free license to use these materials solely for the purpose of providing the Services.

7.2 Deliverables

Upon full payment of all fees owed for a project, you will own the final Deliverables specifically created for you under that Agreement, subject to the rights of third parties in any pre-existing materials incorporated into the Deliverables.

7.3 Our Tools & Methods

We retain all rights to our pre-existing materials, methodologies, processes, templates, software, and know-how used to create the Deliverables. Nothing in these Terms transfers ownership of these to you.

7.4 Portfolio Rights

Unless you specifically request confidentiality in writing, we reserve the right to display, describe, and reference work performed for you in our portfolio, case studies, and marketing materials.

8. Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other party in connection with the Services and to use such information solely for the purpose of performing or receiving the Services. This obligation survives termination of the Agreement for two (2) years.

9. Third-Party Services

Our Services may involve the use of third-party platforms and tools, including but not limited to Google Ads, Meta Ads, TikTok, LinkedIn, Klaviyo, HubSpot, WordPress, Elementor, and analytics platforms. You agree to comply with the terms of service of any third-party platforms used in connection with your Services.

We are not responsible for outages, policy changes, account suspensions, or other actions taken by third-party platforms that may affect your campaigns or results.

10. Warranties & Disclaimers

We warrant that the Services will be performed with reasonable skill and care consistent with industry standards. EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND WE MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

We do not guarantee any specific outcomes, search engine rankings, sales figures, advertising results, conversion rates, or return on investment from our Services. Marketing results depend on many factors outside our control.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATED TO THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO US IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12. Indemnification

You agree to indemnify, defend, and hold us harmless from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) any content, materials, or information you provide to us; (b) your use of the Deliverables; (c) your violation of these Terms; or (d) your violation of any applicable law or third-party rights.

13. Termination

Either party may terminate an engagement:

• By giving thirty (30) days' written notice for month-to-month engagements.
• Immediately for material breach by the other party that is not cured within fourteen (14) days of written notice.
• Immediately if the other party becomes insolvent, files for bankruptcy, or ceases to operate.

Upon termination, you will pay for all Services performed up to the date of termination, and we will deliver any work-in-progress that has been paid for. Sections 7 (Intellectual Property), 8 (Confidentiality), 10–12 (Warranties, Liability, Indemnification), and 14 (Governing Law) survive termination.

14. Governing Law & Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the State of Michigan, United States of America, without regard to its conflict of laws principles. Any dispute arising out of or related to these Terms will be resolved through good-faith negotiation first; if unresolved within thirty (30) days, the dispute will be submitted to binding arbitration or the courts of competent jurisdiction in Michigan, USA.

15. Changes to These Terms

We may update these Terms from time to time. The "Last updated" date at the top of this page indicates when the Terms were last revised. Material changes will be communicated to active clients in writing. Your continued use of the Site or Services after any change constitutes acceptance of the revised Terms.

16. Contact

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

X Marks the Spot Digital Marketing
Email: info@xmarksthespotdigital.com
Phone: +1 (734) 838-5569
Website: https://xmarksthespotdigital.com/

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By engaging X Marks the Spot Digital Marketing for any Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.