Terms of Service for Brazos Valley Marketing, LLC

Last Updated: June 28, 2025

Welcome to Brazos Valley Marketing, LLC ("Agency," "we," "us," or "our"). These Terms of Service ("Terms") govern your access to and use of our website, www.brazosvalleymarketing.com (the "Website"), and the professional marketing services we provide (the "Services").

By accessing our Website or engaging our Services, you ("Client," "you," or "your") agree to be bound by these Terms. If you do not agree to these Terms, you may not use our Website or Services.

1. Scope of Services

We offer a range of digital marketing services, including but not limited to, search engine optimization (SEO), content strategy, copywriting, data analysis, and website consulting.

The specific scope, deliverables, timelines, and fees for any project will be detailed in a separate, written Scope of Work (SOW) or Service Agreement, which will be signed by both you and the Agency. In the event of a conflict between these Terms and a signed SOW or Service Agreement, the terms of the SOW or Service Agreement will prevail.

2. Client Responsibilities

To ensure the successful delivery of our Services, you agree to:

• Provide timely access to all necessary information, data, and accounts (e.g., website back-end, analytics platforms, social media accounts).
• Provide clear, consistent, and timely feedback and approvals (3-5 business days preferred, >10 business days will cause service delays).
• Furnish all content, images, and materials you wish for us to use ("Client Content") in a timely manner. You warrant that you own or have the necessary rights to use all Client Content provided to us.

3. Fees and Payment

Payment terms, including project fees, retainer amounts, and payment schedules, will be specified in your individual SOW or Service Agreement. Unless otherwise stated:

• Invoices are due upon receipt.
• Payments not received within thirty (30) days of the invoice date will be considered late and may incur a late fee of 1.5% per month or the maximum rate permitted by Texas law.
• All initial deposits or setup fees are non-refundable.

4. Intellectual Property Rights

Client Content

You retain all ownership rights to the Client Content you provide to us. You grant us a non-exclusive, royalty-free license to use, modify, and display the Client Content solely for the purpose of performing the Services.

Agency Intellectual Property

We retain all ownership rights to our pre-existing intellectual property, including our proprietary processes, methodologies, software, tools, and documents developed outside of the scope of your specific SOW.

Deliverables

Upon our receipt of your full and final payment for the Services rendered under a specific SOW, you will become the owner of the final, completed work products ("Deliverables") as defined in that SOW.

Portfolio License

You agree to grant us a non-exclusive, perpetual, royalty-free license to display the Deliverables in our professional portfolio, on our Website, and in our marketing materials for promotional purposes. We will make a reasonable effort to provide attribution where appropriate.

5. Confidentiality

Both parties agree to protect and not disclose the other's confidential information, which includes business practices, client lists, financial data, and strategies. This obligation will survive the termination of our working relationship. Information that is publicly known or independently developed is not considered confidential.

6. Term and Termination

The term of our engagement will be specified in the SOW or Service Agreement. Either party may terminate the agreement upon thirty (30) days' written notice to the other. In the event of termination, you agree to pay for all Services performed up to the effective date of termination.

We reserve the right to terminate the agreement immediately if you breach these Terms or fail to make timely payments.

7. Disclaimer of Warranties & Limitation of Liability

No Guarantees

You acknowledge that the field of digital marketing is constantly changing. While we will use our best professional efforts, we cannot and do not guarantee any specific results, such as search engine rankings, lead volume, or return on investment (ROI).

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF BRAZOS VALLEY MARKETING, LLC, ITS DIRECTORS, EMPLOYEES, AND AGENTS FOR ANY AND ALL CLAIMS, DAMAGES, OR LOSSES ARISING FROM OUR SERVICES OR THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES YOU HAVE PAID TO US UNDER THE APPLICABLE SOW IN THE SIX (6) MONTHS PRECEDING THE CLAIM. WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS.

8. Indemnification

You agree to indemnify, defend, and hold harmless Brazos Valley Marketing, LLC and its affiliates, officers, and employees from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with: (a) your breach of these Terms, or (b) any claim that the Client Content you provided infringes on the intellectual property or other rights of a third party.

9. Website Use and Copyright Notice

All materials published on our Website, including but not limited to text, graphics, logos, and design, are the property of Brazos Valley Marketing, LLC or its content suppliers and are protected by United States and international copyright laws.

You are not authorized to copy, distribute, modify, post, or use any materials from this Website for public or commercial purposes without our express prior written consent.

10. Governing Law and Dispute Resolution

These Terms and any dispute arising from them shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles.

Any dispute, claim, or controversy arising out of or relating to these Terms shall be resolved in the state or federal courts located in Harris County, Texas.

11. General Provisions

Entire Agreement

These Terms, along with any SOW or Service Agreement, constitute the entire agreement between you and the Agency.

Severability

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

Changes to Terms

We reserve the right to modify these Terms at any time. We will notify you of any changes by posting the new Terms on this page and updating the "Last Updated" date.

12. Contact Information

If you have any questions about these Terms of Service, please contact us at: