Terms of Service

1. Services

Spencer Digital LLC provides digital marketing, paid media management, strategy consulting, and related growth services. The specific scope, deliverables, fees, and timeline for any engagement will be set forth in a separate written agreement, statement of work, or proposal ("Service Agreement"). In the event of a conflict between these Terms and a Service Agreement, the Service Agreement controls.

2. Eligibility

You must be at least 18 years of age and legally able to enter into binding contracts to use the Site or engage our Services. By using the Site, you represent and warrant that you meet these requirements and that the information you provide is accurate and complete.

3. Client Responsibilities

To enable us to perform the Services, you agree to:

• Provide accurate, timely information and access to relevant accounts, assets, and platforms.
• Maintain the security of your credentials and not hold us liable for unauthorized access to your accounts.
• Comply with all applicable laws, including advertising and consumer protection laws, and the policies of third-party platforms (e.g., Meta, Google, TikTok).
• Obtain all necessary rights to creative assets, trademarks, and content you provide for use in campaigns.
• Approve campaigns, creative, and budgets in a timely manner to avoid delays.

4. Fees and Payment

Fees, payment schedule, and billing terms are set forth in your Service Agreement. Unless otherwise stated, invoices are due upon receipt. Late payments may accrue interest at 1.5% per month or the maximum rate permitted by law. We may suspend Services for non-payment without affecting your obligation to pay accrued fees.

5. Ad Spend and Third-Party Costs

Media spend on advertising platforms, software subscriptions, and other third-party costs are separate from our service fees and are the client's responsibility. We are not liable for charges imposed by third-party platforms, including budget spent due to platform errors, billing issues, or unauthorized access to your accounts.

6. No Guarantee of Results

Marketing and advertising outcomes depend on many factors outside our control, including market conditions, product-market fit, pricing, creative, and platform behavior. While we apply professional expertise and industry best practices, we do not guarantee specific results, revenue figures, return on ad spend, or placement outcomes. Performance metrics provided in proposals are estimates, not commitments.

7. Intellectual Property

Upon full payment of all applicable fees, you own the final creative assets and deliverables produced specifically for your campaigns under a Service Agreement (excluding third-party licensed materials, templates, and our proprietary methodologies). You grant us a non-exclusive license to use your trademarks, content, and assets as necessary to perform the Services, and to display your brand in our portfolio and case studies unless you opt out in writing.

We retain ownership of our proprietary processes, frameworks, tools, and any pre-existing materials used in delivering the Services.

8. Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other, including business strategies, financial data, and campaign performance. We will protect your confidential information with the same care we use for our own and will not disclose it except as required by law or to service providers bound by confidentiality obligations.

9. Limitation of Liability

To the maximum extent permitted by law, Spencer Digital LLC and its affiliates, officers, employees, and contractors shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or goodwill, arising out of or related to the Services or the Site, even if advised of the possibility of such damages. Our total aggregate liability for any claim arising from the Services is limited to the fees you paid us in the three (3) months preceding the claim.

10. Indemnification

You agree to indemnify and hold harmless Spencer Digital LLC and its affiliates from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from your content, your use of the Services, your violation of these Terms, or your infringement of third-party rights, including intellectual property and advertising platform policies.

11. Term and Termination

These Terms apply from the date you first use the Site or engage our Services and remain in effect until terminated. Either party may terminate a Service Agreement as provided in that agreement. We may suspend or terminate access to the Site at any time, with or without cause. Upon termination, you remain responsible for all fees incurred up to the termination date.

12. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of California, without regard to its conflict of laws principles. Any dispute arising from or relating to these Terms or the Services shall be resolved exclusively in the state or federal courts located in Los Angeles County, California, and you consent to the personal jurisdiction of those courts. The parties shall attempt in good faith to resolve any dispute through informal negotiation before initiating litigation.

13. Arbitration and Class Action Waiver

At our sole discretion, we may require that any dispute be resolved through binding arbitration administered by the American Arbitration Association in Los Angeles, California under its Commercial Arbitration Rules. You and we agree that any dispute will be brought in an individual capacity, and neither party may participate as a plaintiff or class member in any class, consolidated, or representative proceeding.

14. Site Use Guidelines

You agree not to:

• Use the Site for any unlawful purpose or in violation of these Terms.
• Attempt to gain unauthorized access to any portion of the Site, systems, or networks.
• Interfere with the proper functioning of the Site or introduce malicious code.
• Scrape, copy, or republish Site content without our written permission.
• Use automated means to collect data from the Site.

15. Third-Party Links and Tools

The Site may include links to third-party tools and platforms (e.g., Calendly, social media, advertising platforms). We are not responsible for the practices or content of those third parties, and your use of their services is subject to their own terms and policies.

16. Disclaimer of Warranties

The Site and Services are provided "as is" and "as available" without warranties of any kind, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, or non-infringement. We do not warrant that the Site will be uninterrupted, error-free, or secure.

17. Changes to These Terms

We may revise these Terms at any time by posting an updated version on the Site. Your continued use of the Site or Services after changes are posted constitutes acceptance of the revised Terms.

18. Contact Us

If you have questions about these Terms, contact us at:

Spencer Digital LLC
Los Angeles, California
Email: support@spencerdigital.llc
Phone: ‪(213) 293-7673‬