Terms and Conditions

Entravision Egnyte Digital Marketing Agency (“Agency”) provides digital marketing strategy, creative services, and managed marketing programs designed to support business growth, brand visibility, and customer acquisition (collectively, the “Services”). The specific Services purchased by the client (“Client”) are identified in its statement of work or service agreement (the “Service Agreement”), including applicable fees, media budgets, service term, and other relevant details. The Service Agreement, together with these Terms and Conditions, govern the relationship between Client and Agency, and constitute the parties’ “Agreement.” This Agreement becomes effective on the date the Service Agreement is executed (the “Effective Date”) and remains in effect for the duration of the Services unless terminated in accordance with the provisions of the Agreement.  In the event of a conflict between the Service Agreement and these Terms and Conditions, the terms of the Service Agreement shall control. 

1. Program Structure and Services Delivery

A. Managed Digital Marketing Services. Agency provides marketing services through a subscription-based managed services program designed to support ongoing marketing performance, campaign optimization, and strategic growth.

B. Marketing Strategy and Execution. Services may include a combination of

• Strategic marketing planning
• Campaign planning, execution and optimization
• Marketing deliverables allocated through Service Credits (as defined below)
• Paid advertising campaigns funded through Advertising Credits (as defined below)
• Performance reporting and strategic recommendations
• Paid Advertisements

The scope and prioritization of deliverables may vary based on campaign performance, marketing strategy, and Client objectives.  Unless expressly stated in the Service Agreement, Agency’s deliverables represent professional marketing services and ongoing optimization efforts, and are not guarantees of specific marketing outcomes.

C. Flexible Service Delivery. Rather than providing fixed deliverables each month, Agency allocates resources toward marketing activities most likely to improve performance and support Client’s business goals.  Agency’s services are iterative in nature. Marketing strategies and campaign execution may evolve over time based on performance data, market conditions, platform changes, and Client objectives. Agency may recommend adjustments to marketing strategies, campaign structure, messaging, creative assets, or channel allocation as part of its ongoing optimization efforts.  

D. Optimization Authority. Client authorizes Agency to implement reasonable adjustments and optimizations to marketing campaigns and related marketing assets in order to improve performance and marketing effectiveness.  Optimization activities may include, but are not limited to:

• Adjusting advertising budgets, targeting parameters, and bidding strategies
• Testing and refining advertising creative, messaging, and content

• Optimizing keywords, audiences, and placements

• Implementing technical or on-page SEO improvements
• Recommending or implementing website or landing page improvements
• Reallocating marketing efforts across platforms or channels based on performance insights

Agency will make optimization decisions in good faith using commercially reasonable efforts and industry best practices.

Client acknowledges that campaign performance and optimization outcomes may be affected by external factors including platform algorithms, competitive activity, consumer behavior, market conditions, and changes to third-party platforms. Accordingly, Services are provided as professional marketing efforts and no specific marketing results or outcomes are guaranteed.

2.Paid Media and Advertising Services

As part of the Services, Agency may manage digital advertising campaigns on third-party advertising platforms including, but not limited to, Google, Meta, LinkedIn, TikTok, and other advertising networks (“Advertising Platforms”).

The coast of Advertising budgets (the “Media Spend”) is separate from Agency service fees, unless otherwise specified in the Service Agreement.  Client agrees to fund the Media Spend directly through Agency, which will use these funds to purchase advertising placements and manage advertising campaigns on Client’s behalf.

3. Advertising Credits and Media Budgets

Client’s advertising budget may be represented as Advertising Credits managed by Agency.  Advertising Credits are prepaid allocations of the Media Spend used by Agency to deploy paid media campaigns.

Advertising Credits are used exclusively for the purpose of purchasing advertising placements and managing advertising campaigns on Client’s behalf.  Advertising Credits may be applied across various advertising platforms including, but not limited to, search advertising, social media advertising, display advertising, streaming or connected TV advertising, and other digital advertising channels. 

Each service task may be assigned a specific credit value based on the scope, complexity, and resources required to complete the task.  For example, a $5,000 advertising budget may correspond to 5,000 Advertising Credits, with each credit representing one dollar of advertising spend deployed across Advertising Platforms.

Advertising Credits and media budgets represent prepaid allocations for advertising campaign deployment and management services.  They will not be held in escrow, do not constitute a trust account, and have no cash value outside of the Services provided by Agency.  Advertising Credits are used to allocate Agency service capacity and do not represent a guarantee of specific deliverables unless expressly stated in the Service Agreement.

Unless otherwise specified in the Service Agreement:

• Advertising Credits may only be used for campaigns managed by Agency
• Advertising Credits are not redeemable for cash or refunds

• Unused Advertising Credits may roll over to the following billing cycle

• Agency may allocate Advertising Credits across platforms, campaigns, and targeting strategies in its discretion in order to optimize performance

Once advertising funds have been deployed to Advertising Platforms, such funds may not be recoverable from the platform and therefore may not be refundable to Client.

4. Media Budget Pacing and Delivery

Advertising campaigns are subject to delivery pacing, optimization adjustments, and platform-specific delivery mechanisms.  Advertising Platforms may pace spending unevenly throughout a billing period based on auction dynamics, audience availability, and campaign performance.  As a result, advertising spend may not be distributed evenly throughout a billing cycle, and the full amount of allocated Advertising Credits may not always be utilized within a single billing period.

Agency will make commercially reasonable efforts to deploy Advertising Credits effectively; however, Client acknowledges that advertising delivery and pacing are ultimately controlled by third-party platforms and may vary due to market conditions, competition, platform policies, or algorithmic optimization.

5. Service Credits and Managed Marketing

Agency provides certain managed marketing services on a credit-based service model.  Service Credits represent units of work applied toward managed marketing services performed by Agency.  They may be used for various marketing tasks, deliverables, or optimizations such as SEO updates, content development, design work, technical updates, or other marketing activities.

Under this model, Client’s monthly service fee may include a defined number of Service Credits that may be applied toward specific marketing services performed by Agency, which may include, but are not limited to:

• SEO optimizations (such as title tags, meta descriptions, or schema implementation)
• Content development

• Landing page updates

• Social media content creation
• Reputation management tasks
• Design or creative asset development

• Technical website updates
• Marketing automation tasks

• Other marketing services provided by Agency

Each Agency deliverable may be assigned a specific credit value based on the scope and complexity of the work. For example, a title tag optimization may require twenty-five (25) Service Credits.  Agency may provide Client with a Service Credit catalog or task menu describing common deliverables and their corresponding credit values.

Unless otherwise specified in the Service Agreement:

• Service Credits are allocated on a monthly basis
• Unused Service Credits may roll over to the following billing cycle

• Service Credits have no cash value and are not redeemable for refunds

• Agency may recommend how Service Credits should be allocated to maximize marketing performance

Agency reserves the right to update Service Credit allocations or task values from time to time to reflect operational efficiency, service demand, or market conditions.

6. Advertising Account Ownership and Centralized Platforms

Agency may create or manage advertising accounts, campaign structures, tracking systems, pixels, audiences, creative assets, and other campaign infrastructure in order to deliver the Services. 

Unless otherwise specified in the Service Agreement, advertising campaigns may be operated through Agency-controlled advertising accounts, management platforms, or technology systems used to manage and optimize campaigns across multiple clients.

Client will be granted reasonable access to campaign performance data and reporting as determined by Agency.  Client acknowledges that Agency retains ownership of its campaign structures, account configurations, optimization methodologies, proprietary campaign data, and internal management systems.

Upon termination of the Agreement, Agency may provide reasonable transition assistance; however:

• Agency is not obligated to transfer advertising accounts or proprietary campaign structures
• Agency is not obligated to transfer optimization frameworks, audience models, or proprietary campaign data

• Agency is not responsible for performance after campaign management is transferred or discontinued

7. Client Responsibilities

Client agrees to provide timely cooperation, information, approvals, and access reasonably required for Agency to perform the Services.  This may include providing brand assets, marketing materials, advertising approvals, campaign feedback, and access to relevant accounts or platforms.

If Client delays providing necessary approvals, information, or access required for execution of the Services, Agency shall not be responsible for delays in campaign launch, campaign performance, or delivery timelines resulting from such delays. Client acknowledges that marketing performance may be impacted by delays in approvals, campaign launch timing, or the availability of required materials.  Such delays do not relieve Client of its payment obligations under this Agreement.

8. Promotional Offers

From time to time, Agency may offer promotional incentives in connection with the purchase of Services. Such promotions are intended to support campaign launch, accelerate early marketing performance, or encourage longer-term service commitments.  Promotional incentives may include items such as onboarding fee waivers, advertising credits, or managed service credits (“Promotional Credits”).  Promotional Credits are offered at Agency’s discretion and may be subject to eligibility requirements, expiration dates, or other promotional terms.

Unless otherwise specified in writing:

• Only one promotional offer may be applied per Service Agreement
• Promotional offers may not be combined or stacked

• Promotional incentives have no cash value and are not redeemable for cash

• Promotional incentives apply only to the specific Services identified in the Service Agreement
• Promotional incentives may be revoked if the Service Agreement is terminated prior to completion of the agreed service term

Promotional incentives are provided as limited-time partnership incentives and do not constitute a permanent reduction in Agency pricing. Agency reserves the right to modify or discontinue promotional programs at any time.

9. Limitations On Credits

Unless otherwise specified in the Service Agreement, the Service Credits, Advertising Credits and Promotional Credits:

• Have no cash value
• Are not redeemable for cash

• Are not transferable to other parties

• May only be applied toward Services provided by Agency
• If unused, may roll over or expire, depending on the credit type and program terms

Agency reserves the right to adjust credit allocations, credit values, or credit policies as necessary to support operational efficiency, service delivery, or marketing performance.

10. Scope Expansion and Additional Services

From time to time, Client may request services, deliverables, or projects that fall outside the scope of the Services included in the Service Agreement or available through the allocated Service Credits.  Such requests may include, but are not limited to:

• Additional marketing campaigns
• Website development or redesign

• Large-scale content creation projects

• Expanded advertising initiatives
• Additional marketing technology implementation
• Design, development, or technical projects beyond standard managed services

Agency will review such requests and may, in its discretion, perform the requested work as:

• Additional billable services
• A separately scoped project

• Additional Service Credits purchased by Client

• An amendment to the existing Service Agreement

Agency is not obligated to perform services outside the agreed scope unless mutually agreed upon in writing.  Any additional services approved by Client may be billed at Agency’s then-current rates or through additional Service Credit allocations.

11. Client Success and Strategic Review

Agency may periodically conduct strategic reviews with Client to evaluate marketing performance, campaign results, and overall marketing strategy.  These reviews may include discussion of:

• Campaign performance metrics
• Marketing insights and trends

• Strategic recommendations

• Optimization opportunities
• Adjustments to marketing priorities or resource allocation

Such discussions are intended to ensure that marketing activities remain aligned with Client’s business objectives and evolving market conditions.  Client agrees to participate in reasonable review discussions and to provide feedback, approvals, or strategic direction necessary for Agency to effectively perform the Services.  Agency may recommend adjustments to service allocations, marketing strategies, or campaign structures based on performance data and strategic insights.

Client acknowledges that marketing performance is influenced by numerous external factors including market competition, consumer behavior, platform algorithms, and seasonal demand. Strategic reviews are intended to provide guidance and recommendations based on available data but do not constitute a guarantee of specific marketing outcomes.

12. Term and Commitment

1. Initial Term. Client agrees to a minimum commitment of six (6) or twelve (12) months as specified in the applicable Service Agreement (“Initial Term”).
2. Automatic Renewal. Unless either party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the Initial Term, the Agreement will automatically renew on a month-to-month basis thereafter (each a “Renewal Term”). The Initial Term and any Renewal Term are collectively referred to as the “Term.”
3. Early Termination During Term

• During the Initial Term, Client may cancel the Services by providing no less than thirty (30) days’ prior written notice to Agency, provided that Client shall remain responsible for payment of all fees due through the remainder of the Initial Term.
• During the Renewal Term, Client may cancel the Services by providing no less than thirty (30) days’ prior written notice to Agency, and such cancellation will be effective at the end of the then-current billing period, with no further payment obligations by Client other than for work already performed.

13.Retainer and Billing Structure

A. Monthly Fees.

Client agrees to pay all fees, service retainers, and Advertising Credits associated with the Services on a monthly basis, in advance, unless otherwise specified in the Service Agreement. The initial payment will be due on the Effective Date of the Service Agreement. Thereafter, Client will be billed on the same calendar day of each month corresponding to the date the Service Agreement was executed.  If the Service Agreement is executed on the 29th, 30th, or 31st day of a month, or if a billing date would otherwise fall after the 28th day of a month, Client’s recurring billing date will automatically be adjusted to the 28th day of each month for all subsequent billing cycles.

Client’s monthly billing may include a combination of:

• Managed services program fees for strategic marketing services and ongoing campaign management
• Service Credits allocated toward managed marketing deliverables

• Advertising Credits allocated toward paid advertising campaigns

All advertising budgets must be funded in advance of campaign deployment. Agency will use Advertising Credits to purchase advertising placements and manage advertising campaigns on Client’s behalf.

Unless otherwise specified in the Service Agreement:

• Managed Services program fees are non-refundable once services have begun
• Advertising credits represent prepaid advertising allocations and may not be refundable once deployed to advertising platforms

• Unused credits may roll over in accordance with the credit policies outlined in this Agreement or the Service Agreement

B. Billing Disputes and Chargebacks

Client agrees to notify Agency in writing of any billing dispute within ten (10) days of the applicable billing date.

If Client initiates a chargeback, payment reversal, or dispute through a credit card provider, bank, or payment processor without first providing written notice to Agency and allowing Agency a reasonable opportunity to resolve the issue, Agency reserves the right to:

• Immediately suspend all Services
• Terminate the Service Agreement

• Recover any outstanding balances, reversed charges, or associated processing fees

• Pursue collection of unpaid amounts to the fullest extent permitted by law

Client agrees that all Services provided under this Agreement constitute authorized transactions, and that chargebacks or payment disputes made in bad faith may result in additional administrative fees, collection costs, or legal action.

C. Service Suspension for Non-Payment

If any payment due under this Agreement is not successfully processed or received within three (3) calendar days of the applicable billing date, Agency reserves the right to immediately suspend all Services until payment has been received in full.  During any period of service suspension, Agency will have no obligation to perform Services, manage advertising campaigns, maintain campaign activity, or provide marketing support. Services may resume once the outstanding balance has been paid and a valid payment method has been restored.

Client acknowledges that suspension of Services may result in paused advertising campaigns, loss of campaign momentum, platform learning resets, reduced marketing performance, or other impacts outside Agency’s control.  Agency will not be responsible for any loss of campaign performance, advertising opportunities, or marketing results resulting from service suspension due to non-payment.

Agency reserves the right to terminate this Agreement if payment remains outstanding for an extended period of time.

14. Client Conduct and Acceptable Use

Client agrees that all marketing materials, advertisements, content, and business activities promoted through the Services must comply with all applicable laws, regulations, and advertising platform policies.  Client represents and warrants that any information, claims, offers, products, or services promoted through the Services are truthful, lawful, and not misleading.  Client agrees not to use the Services to promote, distribute, or engage in activities that involve:

• Illegal products or services
• Deceptive advertising claims

• Fraudulent business practices

• Defamatory or harmful content directed toward competitors or other parties
• Prohibited or restricted industries as determined by applicable advertising platforms
• Malware, spam, or other malicious digital activity

Agency reserves the right, in its sole discretion, to refuse, pause, modify, or terminate any campaign, advertisement, or marketing activity that Agency reasonably believes may violate applicable laws, advertising policies, or the terms of this Agreement.

Client acknowledges that advertising platforms maintain independent policies and approval processes, and Agency cannot guarantee that any campaign, advertisement, or content will be approved or remain active on any platform.

15. Confidentiality

Both parties agree to maintain confidentiality of non-public business information from the other party and use such information solely for purposes of performing this Agreement.

16. LIMITATIONS OF LIABILITY

1. AGENCY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AGENCY SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES, OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THE TERMS OF THIS AGREEMENT, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY CLIENT OR COULD HAVE BEEN REASONABLY FORESEEN, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. WITHOUT LIMITING THE FOREGOING, AGENCY WILL NOT BE RESPONSIBLE FOR ANY DAMAGES DUE TO ANY CONTENT, OMISSIONS, OR ERRONEOUS DATA APPEARING IN CLIENT’S WEBSITE, BLOGS, OR ON SOCIAL MEDIA OR ANY LOSS, DAMAGE, CORRUPTION, OR BREACH OF CLIENT DATA WITHIN CLIENT’S AGENCY ACCOUNT.  AGENCY FURTHER DISCLAIMS ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT CLIENT USES IN CONJUNCTION WITH THESE SERVICES.
2. CLIENT. EXCEPT CLIENT’S LIABILITY FOR PAYMENT OF FEES TO AGENCY AND, ITS OBLIGATIONS UNDER THE INDEMNIFICATION SECTION OF THIS AGREEMENT, IN NO EVENT SHALL CLIENT’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS CLIENT PAID TO AGENCY IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM. THE PARTIES UNDERSTAND AND AGREE THAT THESE LIMITATIONS OF LIABILITY ARE AN ESSENTIAL ELEMENT OF THEIR AGREEMENT AND THAT IN THE ABSENCE OF SUCH LIMITATIONS THE PRICING AND OTHER TERMS SET FORTH IN THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.

17. DISCLAIMER OF WARRANTIES. 

AGENCY PROVIDES ALL SERVICES ON AN “AS IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, AND MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, TIMELINESS, SECURITY, OR ACCURACY OF THE SERVICES. FURTHER, AGENCY PROVIDES THE SERVICES WITHOUT ANY GUARANTEE OF CONTINUOUS OR UNINTERRUPTED AVAILABILITY AND, IF THE SERVICES ARE INTERRUPTED OR DELAYED, AGENCY’S SOLE OBLIGATION WILL BE TO RESTORE OR PROVIDE SUCH SERVICES AS SOON AS PRACTICAL. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AGENCY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. WITHOUT LIMITING THE FOREGOING, AGENCY MAKES NO GUARANTEES WITH RESPECT TO THE PERFORMANCE OF ANY PRODUCT OR SERVICE.

THE PARTIES UNDERSTAND AND AGREE THAT THE DISCLAIMERS IN THIS SECTION ARE AN ESSENTIAL ELEMENT OF THEIR AGREEMENT AND THAT IN THE ABSENCE OF SUCH DISCLAIMERS THE PRICING AND OTHER TERMS SET FORTH IN THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.

18. Indemnification

Client agrees to indemnify, defend, and hold harmless Agency from any and all liability, claims, damages, and settlements due to any third party claims or causes of action, (including, without limitation, reasonable attorneys’ fees and court costs) arising out of or relating to Client’s:

• Content provided to Agency
• Defamatory statements

• Misleading advertising claims

• Intellectual property infringement
• Violation of applicable laws and regulations, including but not limited to data protection or privacy laws
• Illegal or unauthorized use of the Services, or

• Noncompliance or breach of any of the terms of this Agreement.

19. Governing Law; Venue; Disputes.

Any dispute or controversy arising out of or relating to any interpretation, construction, performance or breach of this Agreement and/or Client’s use of the Services will be exclusively governed by the laws of the State of California without regard to its conflict of law provisions. The parties further agree to submit to personal jurisdiction in the federal or state courts of the State of California, County of Los Angeles, which will serve as the exclusive venue.  Because time is of the essence with respect to any disputes relating to amounts owed by Client for Services: (i) any dispute concerning the amount of any invoice or the delivery of Services under the Agreement must be communicated to Agency in writing within thirty (30) days following the date of the applicable invoice covering such Services, and (ii) any legal claim or litigation arising under the Agreement must be initiated by Client within six (6) months following the date of the applicable invoice, notwithstanding any applicable statutes of limitations.  In the event of any dispute, each party will bear its own costs and expenses, including attorneys’ fees

20. Use of Generative AI

Client acknowledges that Agency may make use of large language models to generate content, text, images, posts, and other media (“Generative AI”) for use on Client’s website, social media profiles, and other digital platforms.  Client is solely responsible for reviewing any Generative AI output for accuracy, suitability, and relevance to its business and use case.  If there are any

issues with the output of any Generative AI, Client agrees to alert Agency as soon as possible, and Agency’s sole obligation will be to correct such error as soon as practical. Client agrees that Agency may share any data Client provides with Generative AI providers solely for the purpose of providing the Services.

21. Miscellaneous

1. Entire Agreement. This Agreement, together with any Services Agreement, constitutes the entire understanding and agreement between the parties and supersedes all prior agreements or understandings. 
2. Independent Contractors. The parties hereto are independent contractors and the Agreement will not be construed to create an agency, partnership, joint venture or other relationship between the parties
3. Force Majeure. Neither party shall be liable for delays or failure due to events beyond reasonable control including platform outages, algorithm changes, acts of government, or technical disruptions.
4. Assignment; Third Party Beneficiaries. Client may not, without the prior written consent of Agency, assign or transfer the Agreement or any of its rights hereunder, whether by operation of law or otherwise. Client agrees that third parties with whom Agency may contract from time to time in order to provide the Services are intended third party beneficiaries to the Agreement and may enforce their rights hereunder directly against Client.
5. Modification; Waiver, Survival. No terms other than those set forth in this Agreement will be binding on Agency unless expressly agreed to in writing by Agency. Agency’s failure to exercise or enforce any right or provision of the Agreement will not constitute a waiver of such right or provision. Any waiver of any provision of the terms of this Agreement by Agency must be made in writing and signed by an authorized representative of Agency specifically referencing the provision to be waived. The Sections herein governing Disclaimer of Warranties, and Indemnification will survive any termination of the Agreement. Agency reserves the right to modify the Terms and Conditions in this Agreement.
6. Severability.If any provision of this Agreement or the application thereof is held invalid, illegal, or unenforceable by any court of competent jurisdiction, (i) such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and (ii) the remaining terms, provisions, covenants, and restrictions of this Agreement will remain in full force and effect.
7. Notices. All notices required by one party hereunder shall be provided in writing to the other party at the mailing address or email address provided to the other party from time to time in writing.