Terms of Service

Effective September 23, 2026

These Terms of Service (“Terms”) govern marketing services provided by SGC Marketing, LLC (“SGC Marketing,” “we,” “us”) to you (“Client,” “you”). They apply to every proposal, statement of work, order form, or service agreement we enter into with you (each, an “SOW”). If an SOW conflicts with these Terms, the SOW controls for that engagement.

1. Services

We will perform the services described in the applicable SOW. Services may include search engine optimization, paid media management, web design and development, content production, email marketing, and analytics and reporting. Anything not expressly described in an SOW is out of scope and requires a written change order.

2. Term and renewal

Each engagement begins on the date stated in the SOW and continues for the term stated there. Unless the SOW says otherwise, engagements renew for successive one-month terms unless either party gives written notice of non-renewal at least 30 days before the end of the current term.

3. Fees and payment

• Fees are set out in the SOW and are due on the terms stated there, or upon receipt if not stated.
• Payment methods, the 1% ACH fee, and the 3% credit card surcharge are described in our Payment & ACH Policy, which forms part of these Terms.
• Third-party costs — advertising spend, software subscriptions, stock media, hosting, and similar pass-through costs are your responsibility and are billed separately unless the SOW states they are included. Advertising budgets are paid to the platform, not retained by us as fees.
• Fees are non-refundable except as set out in our Refund Policy.
• We may suspend services on past-due accounts after written notice. Suspension does not relieve you of accrued obligations.

4. Your responsibilities

Our work depends on your cooperation. You agree to:

• Provide timely access to accounts, platforms, assets, and personnel we reasonably need.
• Review deliverables and give consolidated written feedback within 5 business days.
• Ensure that content, data, and materials you supply are accurate and that you hold the rights to use them.
• Comply with applicable law and with the terms of any third-party advertising platform used in the engagement.

Delays caused by late feedback, missing access, or missing materials may shift timelines and are not grounds for a refund.

5. Approvals and publishing

Where an SOW requires your approval before material is published or campaigns are launched, we will not publish without it. Once you approve material, you are responsible for its content.

6. Intellectual property

6.1 Deliverables

On full payment of all amounts due for the relevant engagement, we assign to you all right, title, and interest in the final deliverables created specifically for you under the SOW. Until payment is made in full, we retain ownership.

6.2 Our materials

We retain ownership of our pre-existing materials, tools, frameworks, templates, know-how, and anything of general application developed in the course of our work. We grant you a non-exclusive, perpetual license to use those materials to the extent embedded in the deliverables.

6.3 Third-party materials

Deliverables may incorporate third-party assets — fonts, stock imagery, plugins, libraries — licensed subject to their own terms. We will identify material third-party assets and their license terms. You are responsible for maintaining those licenses after handover.

6.4 Your materials

You retain ownership of everything you provide. You grant us a license to use it for the purpose of performing the services.

6.5 Portfolio

Unless you tell us otherwise in writing, we may identify you as a client and display non-confidential work we produced for you in our portfolio and marketing materials.

7. Confidentiality

Each party will protect the other's confidential information with at least reasonable care, use it only for the engagement, and not disclose it except to personnel and advisers who need it and are bound by similar obligations. This does not apply to information that is public through no fault of the receiving party, independently developed, lawfully received from a third party, or required to be disclosed by law.

8. Data protection

Where we process personal information on your behalf, we do so under your instructions and as described in our Privacy Policy. You are responsible for having a lawful basis for the processing you instruct, and for the privacy notices and consents required on your own properties.

9. Results and performance

We will perform the services in a professional and workmanlike manner consistent with industry standards.

10. Third-party platforms

Services may depend on platforms we do not control, including search engines, advertising networks, hosting providers, and analytics tools. We are not responsible for their availability, pricing, policy changes, account suspensions, or data accuracy. Where a platform suspends or restricts your account for reasons outside our control, we will assist in good faith but cannot guarantee reinstatement.

11. Warranties

Each party warrants that it has the authority to enter into these Terms. EXCEPT AS EXPRESSLY STATED, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

12. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL. OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO AN ENGAGEMENT WILL NOT EXCEED THE FEES YOU PAID US FOR THAT ENGAGEMENT IN THE three (3) months PRECEDING THE EVENT GIVING RISE TO THE CLAIM. These limits do not apply to your payment obligations, either party's indemnification obligations, or liability that cannot be limited by law.

13. Indemnification

You will indemnify us against claims arising from materials you supply, from your products or services, or from your breach of these Terms. We will indemnify you against third-party claims that deliverables we created infringe intellectual property rights, excluding claims arising from your materials, your modifications, or use outside the intended scope.

14. Termination

• Either party may terminate an engagement for material breach if the breach is not cured within 15 days of written notice.
• Either party may terminate for convenience on 30 days written notice, unless the SOW says otherwise.
• On termination you must pay for all services performed and costs committed through the effective date. Refund treatment is governed by our Refund Policy.
• On request and on payment of amounts due, we will hand over deliverables and transfer or revoke account access as appropriate.
• Sections on fees, intellectual property, confidentiality, warranties, liability, indemnification, and governing law survive termination.

15. Non-solicitation

During the engagement and for 12 months after it ends, neither party will knowingly solicit for employment any employee or contractor of the other who was directly involved in the engagement. General advertising not targeted at those individuals is not a breach.

16. Independent contractor

We are an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship, except that we may act as your agent on advertising platforms to the extent you authorize.

17. Force majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labor disputes, government action, utility or internet failures, and widespread platform outages.

18. Governing law and disputes

These Terms are governed by the laws of the State of Arizona, without regard to its conflict of laws rules. The parties will first attempt to resolve any dispute through good-faith discussion. Any dispute not resolved within 30 days will be brought exclusively in the state or federal courts located in Maricopa County, Arizona, and each party consents to their jurisdiction. The prevailing party in any action to enforce these Terms is entitled to recover reasonable legal fees and costs.

19. General

These Terms, together with the applicable SOW, the Payment & ACH Policy, and the Refund Policy, are the entire agreement between the parties regarding the services and supersede prior discussions. Amendments must be in writing. Neither party may assign these Terms without the other's consent, except in connection with a merger or sale of substantially all assets. If any provision is unenforceable, the rest remains in effect. Failure to enforce a provision is not a waiver of it.

20. Contact

SGC Marketing, LLC
9375 E. Shea Blvd. #100
Scottsdale, AZ 85260
info@sgc-marketing.com · 480-906-2423