Terms of Service

1. Acceptance of Terms

By accessing our website, requesting a consultation, or entering into any service agreement with Media Grind, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.

If you are accepting on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms.

2. Description of Services

Media Grind provides professional media buying, media planning, and performance advertising services, which may include:

• Paid social advertising (Meta, TikTok, Snapchat, Pinterest, and others)
• Paid search and pay-per-click advertising (Google Ads, Microsoft Advertising)
• Programmatic display, video, and audio advertising
• Connected TV (CTV) and over-the-top (OTT) media buying
• Retail and commerce media (Amazon DSP, Walmart Connect, and others)
• Campaign strategy, audience research, and media planning
• Performance reporting, analytics, and attribution modeling
• Ad account audits and strategic consulting

The specific scope of services for each client will be defined in a separate written Service Agreement or Statement of Work, which shall incorporate these Terms by reference.

3. Eligibility

By engaging Media Grind, you represent and warrant that:

• You are at least eighteen (18) years of age
• You have the legal authority to enter into binding contracts on behalf of your business
• Your use of our services does not violate any applicable law, regulation, or third-party agreement
• All information you provide to us is accurate, current, and complete

4. Account Access and Responsibilities

To provide our services, you may grant Media Grind access to your advertising accounts, analytics platforms, and related tools. You agree to provide accurate access permissions as required, maintain ownership of all advertising accounts in your name, and promptly notify us of any unauthorized access or security breach.

Media Grind will access your accounts solely for the purpose of delivering agreed-upon services. We will not transfer ownership of your advertising accounts or remove your access at any time.

5. Fees, Billing, and Payment

5.1 Service Fees

Our fees will be outlined in your Service Agreement and may be structured as a monthly retainer, a percentage of managed media spend, a flat project fee, or a combination thereof.

5.2 Ad Spend

Advertising platform spend (payments to Meta, Google, or other platforms) is separate from and in addition to Media Grind's service fees. Unless otherwise agreed in writing, the client is solely responsible for funding advertising accounts and paying platform invoices directly.

5.3 Payment Terms

Invoices are due within fifteen (15) days of the invoice date. Late payments may incur a monthly interest charge of 1.5% per month (or the maximum permitted by law) on outstanding balances.

5.4 Suspension for Non-Payment

We reserve the right to pause or suspend campaign management services if payment is more than fifteen (15) days past due, without liability for any resulting impact on campaign performance.

5.5 Refunds

Service fees are generally non-refundable once work has commenced. Ad spend remitted to advertising platforms is governed by those platforms' own refund policies, over which Media Grind has no control.

6. Client Obligations

To enable Media Grind to deliver effective services, you agree to:

• Provide timely access to advertising accounts, creative assets, brand guidelines, and other materials we request
• Respond to communications within two (2) business days
• Ensure all products, services, and promotional claims in your advertising are accurate, lawful, and compliant with applicable regulations
• Not engage in any practice violating advertising platform policies
• Notify us promptly of significant changes to your business, products, pricing, or target market
• Maintain adequate landing pages and website infrastructure to support the campaigns we manage

7. Intellectual Property

7.1 Client-Owned Materials

You retain all ownership rights to your brand assets, trademarks, creative content, advertising account data, and proprietary business information. You grant Media Grind a limited, non-exclusive license to use such materials solely for the purpose of performing the agreed services.

7.2 Media Grind's Proprietary Methods

Media Grind retains all rights to its proprietary methodologies, frameworks, processes, templates, and tools. Nothing in these Terms transfers ownership of our intellectual property to you.

7.3 Work Product

Unless otherwise agreed in a written Service Agreement, all reports, campaign structures, audience strategies, and deliverables created specifically for your account become your property upon full payment of all applicable fees.

8. Confidentiality

Each party agrees to maintain the confidentiality of the other's non-public business information, including pricing, client lists, strategies, financial data, and technical processes ("Confidential Information"). Neither party shall disclose Confidential Information to any third party without prior written consent, except as required by law or to service providers bound by equivalent confidentiality obligations. This obligation survives termination for three (3) years.

9. Performance and Results Disclaimer

Advertising performance is subject to platform algorithm changes, market conditions, competitive activity, creative quality, and landing page performance, among other factors outside our control. We will exercise professional skill and diligence, but cannot warrant specific outcomes.

10. Term and Termination

10.1 Term

The term of engagement will be specified in your Service Agreement. Most engagements operate on a monthly basis unless a fixed-term contract is agreed upon in writing.

10.2 Termination by Client

Unless otherwise stated in your Service Agreement, you may terminate services with thirty (30) days' written notice. You remain responsible for all fees incurred through the end of the notice period.

10.3 Termination by Media Grind

Media Grind may terminate with thirty (30) days' written notice for any reason, or immediately if you materially breach these Terms, fail to make payment after a ten (10) day cure period, engage in fraudulent or illegal advertising practices, or if continuing the engagement would cause Media Grind to violate any applicable law or platform policy.

10.4 Effect of Termination

Upon termination, Media Grind will cease all campaign management activities. You will retain full access to your advertising accounts. All outstanding fees become immediately due. Provisions addressing confidentiality, intellectual property, liability, and dispute resolution survive termination.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MEDIA GRIND AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR LOSS OF BUSINESS OPPORTUNITY.

In all cases, Media Grind's total cumulative liability shall not exceed the total fees paid by you in the three (3) months immediately preceding the event giving rise to the claim.

12. Indemnification

You agree to indemnify, defend, and hold harmless Media Grind and its officers, directors, employees, agents, and contractors from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to your breach of these Terms, your violation of any applicable law or third-party right, or the content of your advertisements, landing pages, or promotional materials.

13. Dispute Resolution

13.1 Informal Resolution

Before initiating any formal dispute resolution, both parties agree to attempt informal resolution. The party raising the dispute shall provide written notice, and both parties shall negotiate in good faith for thirty (30) days.

13.2 Binding Arbitration

If informal resolution fails, all disputes shall be resolved by binding arbitration administered by a mutually agreed arbitration body under its Commercial Arbitration Rules. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

13.3 Class Action Waiver

You agree that any dispute resolution proceeding will be conducted only on an individual basis and not as a class, consolidated, or representative action.

14. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the United States and the state in which Media Grind maintains its principal place of business, without regard to conflict of law principles.

15. Changes to These Terms

Media Grind reserves the right to modify these Terms at any time. For existing clients, material changes will be communicated by email at least thirty (30) days before taking effect. Your continued use of our services after any changes constitutes your acceptance of the revised Terms.

16. General Provisions

• Entire Agreement: These Terms, together with any applicable Service Agreement and our Privacy Policy, constitute the entire agreement between the parties.
• Severability: If any provision is found unenforceable, the remaining provisions continue in full force and effect.
• Waiver: Failure to enforce any right shall not constitute a waiver of that right.
• Assignment: You may not assign your rights without our prior written consent.
• Force Majeure: Neither party shall be liable for delays caused by events beyond their reasonable control.
• Notices: All legal notices must be sent in writing via email to the addresses specified in your Service Agreement.

17. Contact Information