Brand Market Media – Terms & Conditions

Last Updated: October 4, 2025

These Terms & Conditions (“Terms”) apply to all services provided by Brand Market Media (“Agency”) to clients (“Client”). By engaging Agency’s services in any way — including but not limited to accepting a proposal, paying an invoice, submitting a support request, or otherwise authorizing work — the Client agrees to these Terms, whether or not a signed proposal exists.

1. Scope of Agreement

Each Proposal or Scope of Work (“SOW”) describes the specific services to be delivered.
These Terms govern all services unless a signed agreement expressly overrides them.
Together, the Proposal/SOW (if applicable) and these Terms form the complete agreement between Agency and Client.

2. Term, Renewal & Cancellation

Minimum Term: Service commitments vary by Proposal/SOW. Unless specified, services are month-to-month.
Automatic Renewal: Services renew automatically under the same terms unless canceled in accordance with this section.
Cancellation: Client may cancel recurring services by giving at least thirty (30) days’ written notice, unless otherwise stated in the Proposal/SOW.
Early Termination: Some services may carry a minimum commitment or early termination penalty. These will be specified in the applicable Proposal/SOW.
Agency Right to Terminate: Agency reserves the right to suspend or terminate services at its discretion, at any time, with reasonable notice, for reasons including but not limited to non-payment, breach of these Terms, or other conditions that make continued service unreasonable.

3. Payment & Billing

Payment Method: Client must maintain a valid preferred payment method on file through Agency’s secure billing portal. Accepted methods include:
- Credit card — subject to a 3% processing fee (invoiced separately)
- Bank transfer/ACH — no additional fee.
Billing & Due Dates: Invoices are issued in advance of services unless otherwise stated. Payments are processed automatically on the invoice due date unless otherwise stated.
Late Payments: Failure to pay on time may result in suspension of services. Services may require payment of outstanding balances and a restoration fee before being reinstated.
Additional Services: Any work not included in a Proposal/SOW will be quoted and billed separately, subject to Client approval.

4. Chargebacks & Payment Disputes

Client agrees that all payments are non-refundable once work has been initiated or services delivered.
Any attempt to reverse or dispute a payment (“chargeback”) without prior written communication and a good-faith attempt to resolve the issue with Agency shall constitute a material breach of these Terms.
If a chargeback is filed, Client remains responsible for the original invoice amount, plus any bank or processor fees incurred by Agency.
Agency reserves the right to suspend all work and withhold deliverables until the matter is resolved and payment is reinstated.
Repeated or unjustified chargebacks may result in immediate termination of services and potential referral to collections or legal action.

5. Sales Tax

General: Agency will comply with all applicable tax laws and collect sales tax where required for services rendered or products sold.
Washington State Clients: Under Washington State law (RCW 82.04.192; effective October 1, 2025), sales tax applies to certain digital marketing services. Agency will calculate, collect, and remit applicable sales tax in compliance with this statute. Clients in Washington agree to pay such tax in addition to service fees.

6. Client Responsibilities

Client agrees to:

Provide timely access to accounts, platforms, and materials needed for services.
Ensure information provided is accurate and lawful.
Respond to Agency communications in a timely manner, including approvals, scheduled meetings, or requests for feedback.
Recognize that delays or lack of participation may impact results, timelines, or performance.

7. Deliverables & Ownership

Upon full payment, Client owns the final deliverables created under the Proposal/SOW (e.g., websites, creative assets, advertising copy).
Agency retains ownership of its internal processes, tools, templates, and any pre-existing intellectual property.
Agency may use AI-assisted tools to support delivery, but all final deliverables are reviewed and approved by humans before release.
Unless requested otherwise in writing, Agency may reference completed work in its portfolio, marketing, or case studies.

8. Limitations & Disclaimers

Unless otherwise stated in a Proposal/SOW, Agency does not guarantee specific results such as search engine rankings, advertising performance, lead volume, or uninterrupted service availability.
Results are influenced by many factors outside Agency’s control, including competition, platform policies, algorithm changes, and Client participation.
Routine maintenance (e.g., updates, backups) may be provided where applicable, but no system can guarantee perfect security or 100% uptime.
Agency is not responsible for the performance, outages, or policy changes of third-party platforms or providers (Google, Meta, hosting companies, etc.).

9. Confidentiality & Non-Solicitation

Both parties agree to keep confidential information private and secure.
Client agrees not to directly solicit or hire Agency’s employees or contractors for eighteen (18) months after the last date of service.

10. Liability

Agency’s total liability for any claim is limited to the fees paid by Client in the three (3) months immediately prior to the claim.
Agency is not liable for indirect, incidental, or consequential damages, including lost profits, opportunities, or reputational harm.

11. Force Majeure

Agency is not responsible for delays or failures in performance caused by events beyond its reasonable control, including but not limited to natural disasters, acts of government, labor disputes, internet or utility outages, or other unforeseen circumstances.

12. Indemnification

Client agrees to indemnify and hold harmless Agency, its employees, and contractors against any claims, damages, or expenses (including legal fees) arising from:

Content, data, or materials provided by Client;
Client’s violation of any law, regulation, or third-party rights; or
Client’s misuse of deliverables provided by Agency.

13. Severability & Waiver

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions remain in full force and effect.
The failure of Agency to enforce any provision shall not be considered a waiver of its right to enforce that provision in the future.

14. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Washington.

15. Updates to Terms

Agency may update these Terms from time to time to reflect changes in laws, business practices, or industry standards.
The most current version will always be posted at brandmarketmedia.com/terms and will supersede prior versions.
Continued use of Agency’s services after updates take effect constitutes acceptance of the revised Terms.