Terms of Service

Last Updated: January 1, 2025

Welcome to Marketentrix Agency. These Terms of Service ("Terms") govern your access to and use of the services, website, and any related offerings provided by Marketentrix Agency ("Company," "we," "us," or "our"), located at 10304 Placer Ln, Sacramento, CA 95827. By engaging our services or accessing our website, you ("Client," "you," or "your") agree to be bound by these Terms in their entirety. If you do not agree with any part of these Terms, you must not use our services.

1. Services Overview

Marketentrix Agency provides digital advertising services including but not limited to the creation and management of advertising campaigns across platforms such as Google Ads, Meta Ads (Facebook and Instagram), TikTok Ads, and YouTube Ads. Our services encompass advertisement creation, audience targeting and segmentation, budget allocation and management, performance optimization, analytics and reporting, and strategic consulting related to paid digital advertising.

The specific scope of services, deliverables, timelines, and fees applicable to your engagement will be outlined in a separate Service Agreement or Statement of Work ("SOW") mutually agreed upon by both parties. In the event of any conflict between these Terms and a signed SOW, the terms of the SOW shall prevail with respect to the specific engagement.

2. Client Obligations and Responsibilities

To enable us to deliver our services effectively, you agree to the following obligations:

• Provide timely and accurate information, including but not limited to business goals, target audience details, brand guidelines, product or service descriptions, and access credentials to relevant advertising accounts and analytics platforms.
• Grant us the necessary administrative or advertising access to your accounts on platforms such as Google Ads, Meta Business Suite, TikTok Ads Manager, and YouTube/Google Ads, as required for campaign setup, management, and optimization.
• Review and approve all advertising materials, campaign strategies, and budgets in a timely manner. Delays in client approvals may result in corresponding delays in campaign launch or optimization cycles.
• Ensure that all products, services, and business practices you wish to advertise comply with all applicable federal, state, and local laws and regulations, as well as the advertising policies of the respective platforms.
• Maintain active payment methods on your advertising accounts for ad spend charges, which are billed directly by the advertising platforms and are separate from our management fees.
• Communicate promptly regarding any changes to your business, products, services, or marketing objectives that may affect the performance or direction of your advertising campaigns.

3. Fees, Payment, and Billing

3.1 Management Fees

Our management fees are outlined in the agreed-upon SOW or proposal and may be structured as a flat monthly retainer, a percentage of ad spend, or a hybrid model combining both. Management fees are due on the first business day of each calendar month and are payable within fifteen (15) calendar days of invoice issuance. All fees are quoted in United States Dollars (USD).

3.2 Ad Spend

Advertising spend is billed directly by the respective advertising platforms to the client's linked payment method. Marketentrix Agency does not collect or process ad spend payments on behalf of the client, unless explicitly agreed upon in writing. We will recommend and manage budget allocations, but the client retains ultimate control and responsibility for their ad spend expenditures.

3.3 Additional Services

Any services requested by the client that fall outside the scope defined in the SOW may be subject to additional charges. Such charges will be communicated and agreed upon in writing before the additional work commences.

3.4 Late Payment

Invoices not paid within the specified payment period may incur a late payment fee of one and a half percent (1.5%) per month on the outstanding balance. Marketentrix Agency reserves the right to suspend or pause campaign management services if payment is not received within thirty (30) calendar days of the invoice due date.

4. Intellectual Property

4.1 Client Materials

The client retains all ownership rights to their pre-existing brand assets, trademarks, logos, product images, and any proprietary content provided to Marketentrix Agency for use in advertising campaigns.

4.2 Agency-Created Materials

All advertising copy, creative designs, campaign structures, targeting strategies, and other materials created by Marketentrix Agency specifically for the client during the engagement shall become the property of the client upon full payment of all outstanding invoices.

4.3 Agency Methodologies

Marketentrix Agency retains all rights to its proprietary methodologies, frameworks, processes, tools, templates, and general knowledge developed independently or through the course of providing services.

5. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary, sensitive, or non-public information disclosed during the course of the engagement. This confidentiality obligation shall survive the termination of the engagement for a period of two (2) years from the date of termination.

6. Performance Disclaimers

Digital advertising involves inherent uncertainties. While Marketentrix Agency employs industry best practices and data-driven strategies to optimize campaign performance, we do not and cannot guarantee specific results, including but not limited to specific ROAS, conversion rates, CPA, CTR, impression volumes, or revenue figures. Marketentrix Agency shall not be held liable for fluctuations in campaign performance resulting from platform algorithm updates, policy changes, or force majeure events.

7. Term and Termination

7.1 Engagement Term

Most service plans require a minimum commitment of three (3) months from the campaign launch date.

7.2 Termination by Client

The client may terminate the engagement by providing written notice at least thirty (30) calendar days prior to the desired termination date.

7.3 Termination by Agency

Marketentrix Agency may terminate the engagement at any time with thirty (30) calendar days written notice, or immediately in the event of client breach of these Terms or non-payment exceeding sixty (60) calendar days.

7.4 Post-Termination

Upon termination, Marketentrix Agency will transfer full control of all advertising accounts to the client and provide final performance reports within ten (10) business days.

8. Limitation of Liability

To the maximum extent permitted by applicable law, Marketentrix Agency's total aggregate liability shall not exceed the total amount of management fees paid by the client during the three (3) month period immediately preceding the event giving rise to the claim. In no event shall Marketentrix Agency be liable for any indirect, incidental, special, consequential, or punitive damages.

9. Indemnification

The client agrees to indemnify, defend, and hold harmless Marketentrix Agency from and against any and all claims, liabilities, damages, losses, costs, and expenses arising out of or relating to the client's breach of these Terms, violation of any applicable law, or any claims that the client's products, services, or materials infringe upon the rights of any third party.

10. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of California. Any disputes shall first be subject to good-faith mediation, followed by binding arbitration conducted in Sacramento County, California.

11. Modifications

Marketentrix Agency reserves the right to modify these Terms at any time. Material changes will be communicated to active clients via email at least thirty (30) calendar days prior to taking effect.

12. Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

13. Entire Agreement

These Terms, together with any applicable SOW, constitute the entire agreement between the parties and supersede all prior communications, proposals, and representations.