Terms of Service

---

Month-to-Month Agreement

You’re never locked into a long contract. Services renew monthly unless you cancel with 30-days’ notice.

Services We Provide

Each month we agree on what we’re doing for you (ads, creative, strategy, landing pages, etc.) through email, text, or a recorded call. That becomes the official scope for the month.

Payments & Ad Spend

• You pay a monthly management fee upfront.
   
• Ad spend can be pre-funded to DigiMark or billed to your own card/platform.
   
• If your card declines or pulls back charges, you’re responsible for reimbursing the amount.
   
• Late payments accrue interest.
   
• You’re responsible for any taxes.
   

Your Responsibilities

Give us timely access to your accounts, assets, and decision-makers.

You’re responsible for the accuracy and legality of your content, landing pages, and lead-handling compliance (TCPA, CAN-SPAM, etc.).

Ownership

You own all your campaign data and deliverables. DigiMark owns its own processes and tools.

Cancellations

Cancel anytime with 30 days’ notice. Fees already paid or ad spend already committed are non-refundable.

Liability

We can’t guarantee results. Our liability is capped at the last three months of fees. No punitive or “big loss” damages either side.

Confidentiality & Non-Solicitation

We won’t share your info, and you agree not to hire our team away for 12 months.

Disputes

Handled through binding arbitration in San Antonio, Texas.

_________________________________________

Last updated: August 21, 2025

Welcome to DigiMark Strategies. By accessing or using our website, services, or marketing programs (collectively, the “Services”), you agree to these Terms of Service. Please read them carefully.

1. Services

DigiMark shall provide the digital marketing, advertising, and lead-generation services (the

"Services") mutually agreed by the Parties prior to each Service Month via (i) email, (ii) a

recorded Zoom™ or comparable video conference, or (iii) a recorded telephone call (each,

an “Authorized Communication”). The scope confirmed through an Authorized

Communication for a given Service Month is deemed incorporated into this Agreement by

reference without further amendment. Services may include, without limitation, campaign

strategy, creative development, media buying and placement on platforms such as

Facebook, Instagram, Google, TikTok, LinkedIn, and others, website/landing-page design,

analytics, and related consulting.

2. Term; Renewals

This Agreement begins on the Effective Date and continues on a month-to-month basis

(each, a "Service Month") until terminated in accordance with Section 6. There is no

minimum fixed term.

3. Fees, Ad Spend & Payment Terms

3.1 Management Fee. Client shall pay DigiMark the monthly management fee (the

"Management Fee") agreed through an Authorized Communication for the corresponding

Service Month and invoiced in advance of that Service Month.

3.2 Ad Spend.

(a) DigiMark-Funded Campaigns. Where Client elects to have DigiMark fund advertising on

Client’s behalf, Client must pre-fund the entire agreed media budget for the upcoming

Service Month no later than the payment due date for the Management Fee. DigiMark will

not launch or continue campaigns unless and until sufficient cleared funds are received.

(b) Client-Funded Campaigns. Where Client elects to place advertising spend on Client’s

own billing instruments or platform accounts, Client remains solely responsible for all such

charges. If any advertising charges incurred while campaigns are managed by DigiMark arereversed, clawed back, disputed, or remain unpaid for any reason (including card

cancellation or insufficient funds), Client shall immediately reimburse DigiMark for the full

amount upon demand.

(c) Security Deposit (Discretionary). At DigiMark’s written request, Client shall maintain a

refundable security deposit equal to one (1) month’s projected ad spend.

3.3 Invoices & Payment Method. Unless otherwise agreed on, all fees and ad spend are

invoiced electronically and payable by ACH, credit card, or wire. Client may provide or

update payment-method details to DigiMark by email, text/SMS, online form, or

telephone/voice recording; by doing so, Client authorizes DigiMark to debit/charge that

method for all amounts due and on the billing date(s) agreed for each Service Month via an

Authorized Communication, invoice, or order confirmation. Client shall maintain at least

one valid payment method on file and promptly notify DigiMark of changes.

3.4 Late Payments. Any amount not paid when due shall accrue interest at 5% per month

until paid in full.

3.5 Taxes. All sales, use, value-added, and similar taxes (excluding DigiMark's income taxes)

are Client's responsibility.

3.6 Payment Method Authorization. Client authorizes DigiMark (and its third-party payment

processors) to charge any payment method, including credit/debit cards and ACH/bank

accounts, that Client provides to DigiMark by any means (including email, text/SMS, online

form, or telephone/voice recording), for all amounts due under this Agreement (including

Management Fees, pre-funded Ad Spend, and any reimbursable amounts under §3.2(b)), in

the amounts and on the billing date(s) the Parties agree for each Service Month via an

Authorized Communication, invoice, or order confirmation. Client represents it is an

authorized signer on each payment method provided and may replace or revoke a method

by giving DigiMark at least fifteen (15) days’ prior written notice before the next scheduled

charge/debit; previously agreed charges already incurred remain payable.

Returned/declined items may incur fees and are subject to §3.4.

4. Changes in Scope & Additional Services

Requests for services outside the scope confirmed for a particular Service Month shall be

subject to a separate Authorized Communication or change order and may entail additional

fees.

5. Client Responsibilities, Warranties & Compliance

Client shall:

(i) provide timely access to all necessary platforms, accounts, creative assets, and

decision-makers;(ii) ensure the legality and accuracy of all content supplied;

(iii) maintain active, valid payment methods for any Client-Funded Campaigns;

(iv) ensure that all materials and landing pages comply with platform policies; Client

indemnifies DigiMark for violations;

(v) warrant ownership or licenses to all supplied creative assets;

(vi) act as data controller for all personal data; DigiMark acts solely as processor;

(vii) accept sole responsibility for lead accuracy and TCPA/CAN-SPAM compliance; and

(viii) comply with all industry-specific regulations (HIPAA, GLBA, etc.).

6. Cancellation & Termination

(a) Convenience. Either Party may terminate with thirty (30) days’ written notice.

(b) For Cause. DigiMark may suspend or terminate immediately for non-payment or

material breach uncured within five (5) days.

(c) Effect. Fees earned and ad spend committed prior to termination are non-refundable.

7. Confidentiality; Non-Disclosure

Each Party will maintain confidentiality of the other Party’s non-public information and use

it only to perform this Agreement.

8. Intellectual Property

Pre-existing IP of each Party remains that Party’s property. Client owns campaign data and

deliverables; DigiMark retains ownership of its methodologies and grants Client a limited

license.

9. Disclaimers, Insurance & Limitation of Liability

Results depend on factors beyond DigiMark’s control. DigiMark does not insure Client’s

media budgets. DigiMark’s liability shall not exceed fees paid in the preceding three months,

and neither Party is liable for consequential or punitive damages.

10. Indemnification

Each Party will indemnify the other from third-party claims arising from its breach,

negligence, or legal violations.

11. Non-Solicitation

During the Term and twelve (12) months thereafter, Client shall not solicit DigiMark

personnel without consent.12. Non-Disparagement

Each Party agrees not to disparage the other Party or its personnel during the Term and for

twelve (12) months thereafter.

13. Governing Law & Venue

Texas law governs. Exclusive venue is Bexar County, Texas.

14. Dispute Resolution & Attorneys’ Fees

Disputes shall be resolved by binding arbitration in San Antonio under AAA rules. Prevailing

Party recovers reasonable attorneys’ fees.

15. Miscellaneous

(a) Force Majeure. Neither Party is liable for delays beyond its control.

(b) Assignment. Client may not assign without DigiMark’s consent.

(c) Portfolio Right. DigiMark may reference Client name and results unless Client withdraws

consent.

(d) Entire Agreement & Amendments. This document plus Authorized Communications

constitute the full agreement.

(e) Survival. Certain sections survive termination.

(f) Severability. Unenforceable provisions are severed.

(g) Waiver. Failure to enforce is not a waiver.

(h) Electronic Signatures. Electronic signatures are binding.

(i) Independent Contractor. Parties are independent contractors.

(j) Authority to Sign. Signers have authority to bind their Party.

(k) No Third-Party Beneficiaries. No third-party rights are created.

(l) Right of Set-Off. DigiMark may apply credits against unpaid amounts.

(m) Counterparts. This Agreement may be executed in counterparts.

(n) Headings; Interpretation. Headings are for convenience; ambiguities are not construed

against the drafter.For questions regarding these Terms of Service, 

For any questions or concerns please contact us at:

📧 info@digimarkstrategies.com