Terms of Service

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. By accessing or using the Brixx Media LLC website or services, you agree to be bound by these Terms of Service and all applicable laws and regulations.

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Brixx Media LLC ("Brixx Media," "we," "us," or "our"), a Wyoming Limited Liability Company located at 1309 Coffeen Avenue STE 1200, Sheridan, WY 82801.

By accessing our website, engaging our services, or communicating with us, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not use our website or services.

2. Services Description

Brixx Media provides professional media buying and digital advertising services, including but not limited to:

• Facebook and Instagram advertising campaign management
• Google Ads campaign management (Search, Display, YouTube, Shopping, Performance Max)
• TikTok advertising campaign management
• Native advertising campaign management
• Media buying strategy and consultation
• Campaign optimization and performance analysis
• Creative development and testing
• Audience targeting and segmentation

3. Client Eligibility

To engage our services, you must:

• Be at least 18 years of age
• Have the legal authority to enter into binding contracts
• Represent a legitimate business entity or operate as a sole proprietor
• Comply with all applicable laws and regulations
• Not be located in a country subject to U.S. government embargo or designated as a "terrorist supporting" country

4. Service Engagement and Contracts

4.1 Service Agreement

Our services are provided pursuant to a written Service Agreement or Statement of Work (SOW) that will detail:

• Scope of services
• Service fees and payment terms
• Campaign objectives and key performance indicators (KPIs)
• Contract duration and termination provisions
• Specific deliverables and timelines

4.2 Client Responsibilities

As a client, you agree to:

• Provide accurate and complete business information
• Grant necessary access to advertising accounts and platforms
• Provide timely feedback and approvals
• Fund advertising platform accounts with sufficient budget
• Comply with all advertising platform policies and guidelines
• Ensure your products/services comply with applicable laws

5. Fees and Payment Terms

5.1 Service Fees

Our fees are structured based on the scope of services and may include:

• Monthly management fees
• Percentage of ad spend
• Performance-based fees
• Setup and onboarding fees
• Custom project-based pricing

5.2 Ad Spend

Client is responsible for all advertising spend on platforms. Ad spend is paid directly to advertising platforms (Facebook, Google, TikTok, etc.) and is separate from our service fees. We do not control or hold client ad spend funds.

5.3 Payment Terms

• Invoices are typically due within 15 days of receipt unless otherwise specified
• Late payments may incur a fee of 1.5% per month (18% annually) or the maximum permitted by law
• Services may be suspended for non-payment
• Client is responsible for all collection costs, including attorney fees

5.4 Refund Policy

Service fees are generally non-refundable once work has commenced. Refunds may be considered on a case-by-case basis for unused prepaid services. Ad spend paid directly to platforms is non-refundable.

6. Advertising Platform Compliance

You agree to comply with all policies, terms, and guidelines of advertising platforms, including:

• Facebook Advertising Policies
• Google Ads Policies
• TikTok Advertising Policies
• Native advertising network policies

We reserve the right to refuse or discontinue service if your advertising violates platform policies or could jeopardize our agency relationships.

7. Intellectual Property Rights

7.1 Client Materials

You retain all ownership rights to materials you provide to us (logos, product images, brand assets, etc.). You grant us a non-exclusive license to use these materials for the purpose of providing services.

7.2 Created Materials

Materials created by Brixx Media during service delivery (ad copy, creative assets, campaign strategies) are owned by Brixx Media until full payment is received. Upon full payment, ownership transfers to the client, except for:

• Proprietary methodologies and processes
• Templates and tools used across multiple clients
• General knowledge and expertise

7.3 Brixx Media Property

Our website content, branding, proprietary tools, methodologies, and processes remain the exclusive property of Brixx Media LLC.

8. Confidentiality

Both parties agree to maintain the confidentiality of proprietary information shared during the business relationship, including:

• Business strategies and marketing plans
• Proprietary data and analytics
• Financial information
• Trade secrets

This obligation survives termination of the service agreement for a period of 2 years.

9. Performance and Results

9.1 No Guarantees

While we strive to achieve the best possible results, we cannot guarantee specific outcomes, including but not limited to:

• Specific return on ad spend (ROAS)
• Guaranteed lead volume or quality
• Guaranteed sales or revenue
• Specific cost per acquisition (CPA)

9.2 Performance Factors

Campaign performance depends on multiple factors outside our control, including:

• Market conditions and competition
• Product/service quality and pricing
• Website conversion optimization
• Sales team performance
• Advertising platform algorithm changes
• Seasonality and economic conditions

10. Term and Termination

10.1 Contract Term

Services are provided on a month-to-month basis or for a fixed term as specified in the Service Agreement.

10.2 Termination Rights

Either party may terminate the agreement with 30 days written notice. Brixx Media may terminate immediately if:

• Client fails to pay fees when due
• Client breaches these Terms
• Client's advertising violates platform policies
• Client engages in illegal or unethical practices

10.3 Effect of Termination

Upon termination:

• Client must pay all outstanding fees for services rendered
• We will transfer campaign ownership and access (upon full payment)
• We may retain copies of work product for our records
• Confidentiality obligations continue

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

Brixx Media LLC, its officers, directors, employees, and agents shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to:

• Lost profits or revenue
• Lost business opportunities
• Loss of data
• Business interruption
• Reputational harm

Our total liability for any claims arising from our services shall not exceed the total amount paid by client to Brixx Media in the 12 months preceding the claim, or $5,000, whichever is less.

12. Indemnification

You agree to indemnify, defend, and hold harmless Brixx Media LLC and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including attorney fees) arising from:

• Your breach of these Terms
• Your violation of any law or third-party rights
• Your products, services, or business practices
• Content you provide for advertising campaigns
• Your advertising violating platform policies

13. Warranties and Disclaimers

13.1 Our Warranties

We warrant that:

• Services will be performed with professional care and skill
• We have the right to provide the services
• We will comply with applicable laws

13.2 Disclaimer

EXCEPT AS EXPRESSLY STATED, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

14. Force Majeure

Neither party shall be liable for failure to perform due to circumstances beyond reasonable control, including:

• Natural disasters
• War or terrorism
• Government actions
• Internet or utility failures
• Advertising platform outages or policy changes
• Pandemics or public health emergencies

15. Privacy and Data Protection

Our collection and use of personal information is governed by our Privacy Policy. By using our services, you consent to our data practices as described in the Privacy Policy.

16. Third-Party Services and Links

Our services involve use of third-party platforms (Facebook, Google, TikTok, etc.). We are not responsible for:

• Third-party platform terms and policies
• Platform outages or technical issues
• Platform policy changes
• Platform account suspensions or bans

17. Dispute Resolution

17.1 Informal Resolution

In the event of any dispute, the parties agree to first attempt to resolve the matter through good faith negotiations.

17.2 Arbitration

If informal resolution fails, disputes shall be resolved through binding arbitration in Sheridan, Wyoming, under the rules of the American Arbitration Association. Each party bears their own costs unless the arbitrator determines otherwise.

17.3 Class Action Waiver

You agree to resolve disputes with us on an individual basis and waive any right to participate in class action lawsuits or class-wide arbitration.

18. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Wyoming, United States, without regard to its conflict of law provisions.

19. Assignment

You may not assign or transfer these Terms or your service agreement without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

20. Severability

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

21. Entire Agreement

These Terms, together with any Service Agreement or SOW, constitute the entire agreement between you and Brixx Media regarding the subject matter and supersede all prior agreements and understandings.

22. Modifications to Terms

We reserve the right to modify these Terms at any time. Changes will be effective upon posting to our website with an updated "Last Updated" date. Continued use of our services after changes constitutes acceptance of the modified Terms.

23. Notices

All notices under these Terms shall be in writing and sent to:

• Email: hello@brixx.media
• Mail: Brixx Media LLC, 1309 Coffeen Avenue STE 1200, Sheridan, WY 82801

24. Survival

Provisions that by their nature should survive termination shall survive, including: payment obligations, intellectual property rights, confidentiality, limitation of liability, indemnification, and dispute resolution.

25. Contact Information

26. Acknowledgment

BY USING OUR WEBSITE OR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM.