Terms & Conditions

3.1 Project Initiation. Work begins only after a signed proposal/SOW and receipt of any required deposit or retainer payment.

3.2 Client Cooperation. Client agrees to provide timely access to necessary accounts, assets, brand materials, login credentials, and feedback. Delays caused by Client's failure to provide required information may result in revised timelines and/or additional fees.

3.3 Designated Point of Contact. Client agrees to designate a primary point of contact authorized to approve deliverables and make decisions on behalf of Client.

4.1 Fees. All fees are outlined in the applicable proposal or SOW. Fees are quoted in U.S. dollars.

4.2 Invoicing. Invoices are issued per the schedule outlined in the applicable SOW (e.g., monthly, milestone-based, or upon project completion).

4.3 Payment Due. Payment is due within 14 calendar days of invoice date unless otherwise stated in writing.

4.4 Late Payments. Invoices unpaid after the due date are subject to a late fee of 1.5% per month (18% annually) on the outstanding balance, or the maximum rate permitted by North Carolina law, whichever is less.

4.5 Returned Payments. A fee of $35.00 will be assessed for any returned checks or failed ACH/electronic payments.

4.6 Suspension of Services. whollywojo marketing co. reserves the right to suspend all work if any invoice remains unpaid beyond 21 days of its due date, without liability to Client for any resulting delay or interruption.

4.7 Non-Refundable Deposits. All deposits and retainers paid are non-refundable unless otherwise expressly agreed in writing.

4.8 Taxes. Client is responsible for all applicable taxes, duties, or fees arising from the services, except for taxes based on the Company's net income.

5.1 Ownership Upon Full Payment. Upon receipt of full payment for a deliverable, Client is granted full ownership of the final, approved deliverable(s) specifically created for Client under the applicable SOW, except as noted in Section 5.2.

5.2 Company Retained Rights. whollywojo marketing co. retains all rights to:

• Pre-existing tools, templates, systems, processes, methodologies, and proprietary frameworks used to create deliverables;
• Any work not fully paid for;
• Third-party licensed assets (fonts, stock photography, software, plugins) incorporated into deliverables, Client is responsible for securing their own licenses to such assets as needed.

5.3 Portfolio Rights. whollywojo marketing co. reserves the right to display completed work in its portfolio, website, social media, case studies, and marketing materials unless Client submits a written confidentiality request prior to project completion.

5.4 Client-Provided Materials. Client represents and warrants that all materials provided to whollywojo marketing co. (logos, copy, images, trademarks, etc.) are owned by Client or Client has the right to use them. Client indemnifies the Company against any claims arising from Client-provided materials.

6.1 Both parties agree to keep confidential any proprietary, non-public, or sensitive information shared during the course of the engagement ("Confidential Information").

6.2 Confidential Information does not include information that: (a) is or becomes publicly known through no fault of the receiving party; (b) was rightfully known prior to disclosure; or (c) is required to be disclosed by law or court order.

6.3 Confidentiality obligations survive termination of this agreement for a period of three (3) years.

7.1 Many services involve the use of third-party platforms (e.g., Meta, Google, Instagram, TikTok, email service providers, website platforms). Client acknowledges that these platforms have their own terms of service, which Client is responsible for complying with.

7.2 whollywojo marketing co. is not responsible for changes to third-party platform policies, algorithm updates, account suspensions by third-party platforms, or outages that affect service delivery.

7.3 Advertising spend placed on third-party platforms (e.g., Meta Ads, Google Ads) is billed separately from management fees. Client is responsible for funding their own ad accounts unless expressly agreed otherwise.

8.1 whollywojo marketing co. does not guarantee specific outcomes, results, rankings, engagement metrics, leads, sales, or revenue from any marketing services.

8.2 Marketing results are inherently dependent on market conditions, platform algorithms, audience behavior, Client's product or service quality, budget, and other factors outside of the Company's control.

8.3 All projections or estimates shared are good-faith estimates and not guarantees of performance.

11.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, whollywojo MARKETING CO.'S TOTAL LIABILITY TO CLIENT FOR ANY CLAIM ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO THE COMPANY IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

11.2 IN NO EVENT SHALL whollywojo MARKETING CO. BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOST BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.1 Termination by Client. Client may terminate services with 30 days' written notice. Client remains responsible for payment of all fees for work completed through the termination date, plus any non-cancellable third-party costs incurred on Client's behalf.

13.2 Termination by Company. whollywojo marketing co. may terminate services immediately, without liability, for: (a) Client's material breach of these Terms; (b) non-payment; (c) Client conduct that is abusive, threatening, or illegal; or (d) any activity that exposes the Company to legal or reputational harm.

13.3 Effect of Termination. Upon termination, all outstanding fees become immediately due and payable. Ownership of deliverables transfers only upon receipt of all amounts owed.

14.1 Good-Faith Negotiation. In the event of a dispute, both parties agree to first attempt resolution in good faith through direct communication.

14.2 Mediation. If direct negotiation fails within 30 days, the parties agree to submit the dispute to non-binding mediation before a mutually agreed mediator in New Hanover County, North Carolina.

14.3 Arbitration. If mediation is unsuccessful, the dispute shall be resolved by binding arbitration administered under the rules of the American Arbitration Association (AAA), with proceedings held in Wilmington, NC. Each party bears its own attorneys' fees unless the arbitrator determines otherwise.

14.4 Waiver of Class Action. Both parties waive any right to participate in a class action lawsuit or class-wide arbitration.

whollywojo marketing co.

Wilmington, North Carolina

Website: whollywojomarketingco.com (See also our Privacy Policy)