Terms of Service

1.Acceptance of Terms

By accessing or using the Site, submitting an inquiry, signing a proposal or statement of work, or otherwise engaging Rubicon Marketing for any Services, you acknowledge that you have read, understood, and agree to be bound by these Terms, together with our Privacy Policy, which is incorporated by reference. If you do not agree to these Terms, do not use the Site and do not engage our Services. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, in which case "you" and "Client" refer to that entity.

2.Description of Services

Rubicon Marketing provides digital marketing and related services, which may include, without limitation:

• Google Ads and other paid search / paid social advertising campaign strategy, setup, and management;
• Website and web application design and development;
• AI integration and marketing automation (including chatbots, workflow automation, and related tooling);
• Landing page and sales funnel design and development;
• Social media management, content calendars, and community management;
• Videography, photography, and related content production.

The specific Services provided to a given Client, along with deliverables, timelines, and fees, are described in a separate written proposal, statement of work, order form, or service agreement (each, an "Engagement Agreement"). Not every Service described on the Site is provided to every Client, and the availability of any Service may change at our discretion.

3.Engagements, Proposals & Payment Terms

Services are governed by a separate, written Engagement Agreement executed between Rubicon Marketing and the Client. If any provision of an Engagement Agreement conflicts with these Terms, the Engagement Agreement controls with respect to that Service. Where an Engagement Agreement is silent on a matter addressed here, these Terms apply.

Invoicing and payment

• Fees, billing frequency (e.g., monthly retainer, project milestone, or one-time fee), and accepted payment methods will be set out in the Engagement Agreement or invoice.
• Invoices are due upon receipt unless otherwise stated, and payment is considered late if not received within ten (10) days of the invoice date.
• We reserve the right to charge interest on overdue balances at the lesser of 1.5% per month or the maximum rate permitted by law, and to suspend or pause Services, including active ad campaigns, website work, or content publishing, until outstanding balances are paid in full.
• Client is responsible for any collection costs, including reasonable attorneys' fees, incurred by Rubicon Marketing in recovering unpaid amounts.

Refunds

Fees paid to Rubicon Marketing for services already rendered, work already performed, or time already allocated are non-refundable, except as expressly stated in the applicable Engagement Agreement. Amounts paid to third-party platforms as advertising spend (see Section 6) are never refundable by Rubicon Marketing and are subject to the third-party platform's own policies. Where a project is cancelled before completion, Client remains responsible for fees corresponding to work performed and costs incurred up to the date of cancellation.

4.Client Responsibilities

Client agrees to:

• Provide accurate, complete, and current business, billing, and contact information;
• Timely provide materials, content, feedback, and approvals reasonably requested by Rubicon Marketing (delays by Client may delay deliverables and timelines without extending any fixed deadlines owed by Rubicon Marketing);
• Provide Rubicon Marketing with the account access, credentials, or administrative permissions reasonably required to perform the Services (e.g., ad accounts, analytics, CMS, domain/hosting, or social media accounts), and promptly revoke or reissue such access as needed;
• Use the Services, the Site, and any deliverables only for lawful business purposes;
• Comply with all applicable third-party platform terms, advertising policies, and community guidelines (including but not limited to those of Google, Meta/Facebook, Instagram, TikTok, LinkedIn, and any hosting or email providers) in connection with any accounts Client owns or controls;
• Own or hold valid rights and licenses to any logos, copy, images, video, testimonials, product claims, or other materials Client supplies to us for use in the Services.

6.Third-Party Platforms & Fees

Certain Services involve spending on third-party advertising platforms (such as Google Ads, Meta Ads, or others). Any advertising spend, media budget, or platform fees paid to such third parties are separate from and in addition to Rubicon Marketing's own management fees, and are billed and paid according to the applicable platform's own terms (whether directly by Client to the platform, or passed through by Rubicon Marketing as disclosed in the Engagement Agreement).

Rubicon Marketing does not own, operate, or control any third-party advertising, social media, hosting, domain registrar, email, payment, or analytics platform. We are not responsible or liable for: changes to a platform's algorithms, policies, features, or pricing; a platform's suspension, restriction, disabling, or termination of any Client account; outages, bugs, or data loss caused by a third-party platform; or any other act or omission of a third-party platform provider. Client acknowledges that platform providers make independent decisions regarding accounts and content that Rubicon Marketing cannot control or override.

7.Intellectual Property

Client deliverables. Subject to Client's full and final payment of all fees due for the applicable engagement, Client will own the final, agreed-upon deliverables created specifically for Client under an Engagement Agreement (such as final website files, ad creative, or produced video/photo content), to the extent such ownership is expressly granted in that Engagement Agreement. Until payment in full is received, all deliverables and work product remain the property of Rubicon Marketing.

Rubicon Marketing retained rights. Rubicon Marketing retains all right, title, and interest in and to its pre-existing tools, templates, frameworks, software, processes, methodologies, know-how, and any general skills, techniques, or ideas developed or used in performing the Services, whether or not used in Client's deliverables. Nothing in these Terms transfers ownership of Rubicon Marketing's underlying tools, systems, or proprietary methods to Client.

License to Client marks. Client grants Rubicon Marketing a non-exclusive, royalty-free license to use Client's name, logo, trademarks, and business materials solely as necessary to perform the Services and, unless Client opts out in writing, to reference Client (including as a case study, portfolio example, or testimonial) in Rubicon Marketing's own marketing materials.

Client-supplied materials. Client represents and warrants that it owns, or has obtained all necessary rights, licenses, and consents for, any content, images, video, copy, trademarks, testimonials, or other materials it provides to Rubicon Marketing for use in the Services, and that our use of such materials as directed by Client will not infringe or violate any third party's rights.

8.Confidentiality

Each party may disclose to the other non-public business, technical, financial, or strategic information ("Confidential Information"). Each party agrees to use the other's Confidential Information solely to perform its obligations or exercise its rights under these Terms and any Engagement Agreement, and not to disclose it to third parties, except to employees, contractors, or advisors with a legitimate need to know and who are bound by confidentiality obligations at least as protective as these, or as required by law or court order. This obligation does not apply to information that is or becomes publicly available through no fault of the receiving party, was already lawfully known to the receiving party, or is independently developed without use of the disclosing party's Confidential Information. Confidentiality obligations survive termination of any engagement for a period of three (3) years, except with respect to trade secrets, which remain protected for as long as they qualify as trade secrets under applicable law.

9.Disclaimers

THE SITE AND THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RUBICON MARKETING DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED.

10.Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) IN NO EVENT WILL RUBICON MARKETING, ITS OWNERS, EMPLOYEES, CONTRACTORS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THE SITE, THE SERVICES, OR THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF RUBICON MARKETING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) RUBICON MARKETING'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO RUBICON MARKETING FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

These limitations apply regardless of the number of claims and are a fundamental basis of the bargain between the parties. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to a particular Client to the extent prohibited by law, in which case liability will be limited to the greatest extent permitted.

11.Indemnification

Client agrees to defend, indemnify, and hold harmless Rubicon Marketing and its owners, employees, and contractors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) content, materials, product claims, or information Client provides to Rubicon Marketing; (b) Client's use of the Services, the Site, or any deliverables in violation of these Terms or applicable law; (c) Client's violation of any third-party platform's terms or policies; or (d) any third-party claim that Client-supplied materials infringe or misappropriate that third party's intellectual property or other rights.

12.Term & Termination

These Terms remain in effect for as long as Client uses the Site or is engaged with Rubicon Marketing for Services. Either party may terminate an ongoing engagement in accordance with the notice period and procedure set out in the applicable Engagement Agreement, or, where none is specified, upon thirty (30) days' prior written notice to the other party. Rubicon Marketing may also suspend or terminate Services immediately upon written notice if Client fails to pay amounts when due or materially breaches these Terms.

Upon termination: (a) Client remains responsible for payment of all fees for Services performed and costs incurred up to the effective date of termination; (b) each party will return or destroy the other's Confidential Information upon request, except as needed to comply with law or standard backup procedures; and (c) any provision of these Terms that by its nature should survive termination (including Sections 5 and 7 through 13) will survive.

13.Governing Law & Dispute Resolution

These Terms and any dispute arising out of or relating to them or the Services will be governed by the laws of the Commonwealth of Pennsylvania, USA, without regard to its conflict-of-laws principles. The parties agree that any legal action or proceeding arising out of or relating to these Terms will be brought exclusively in the state or federal courts located in Pennsylvania, and each party consents to the personal jurisdiction of such courts.

Before initiating any formal legal proceeding, the parties agree to first attempt in good faith to resolve any dispute informally by contacting the other party in writing and allowing thirty (30) days for discussion and resolution. To the fullest extent permitted by law, any claims brought by either party must be brought in an individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding. Nothing in this section prevents either party from seeking injunctive or other equitable relief in court for actual or threatened infringement, misappropriation, or violation of a party's intellectual property or confidentiality rights.

14.Website & Acceptable Use

When using the Site, you agree not to:

• Scrape, harvest, crawl, or use any automated means to extract data or content from the Site without our prior written consent;
• Use the Site for any unlawful purpose, or in any way that infringes the rights of, restricts, or inhibits anyone else's use of the Site;
• Interfere with, disrupt, or attempt to gain unauthorized access to the Site, its servers, or any connected network or systems;
• Introduce viruses, malware, or other harmful code to the Site;
• Misrepresent your identity or affiliation, or impersonate Rubicon Marketing or any other person or entity.

We reserve the right to restrict or terminate any person's access to the Site at our discretion, without notice, for conduct that we believe violates these Terms or is otherwise harmful to the Site, our business, or other users.

15.Changes to These Terms

We may update these Terms from time to time to reflect changes in our Services, business practices, or applicable law. The "Last updated" date at the top of this page indicates when these Terms were last revised. Material changes will be reflected by posting an updated version of these Terms on the Site. Your continued use of the Site or continued engagement of Services after an update becomes effective constitutes your acceptance of the revised Terms. Changes to a specific Client's Engagement Agreement require mutual written agreement.

16.General Provisions

Entire agreement. These Terms, together with the Privacy Policy and any applicable Engagement Agreement, constitute the entire agreement between Client and Rubicon Marketing with respect to their subject matter, and supersede all prior or contemporaneous understandings, whether written or oral.

Severability. If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

No waiver. Any failure by Rubicon Marketing to enforce a provision of these Terms will not be deemed a waiver of future enforcement of that or any other provision.

Assignment. Client may not assign or transfer these Terms or any Engagement Agreement without our prior written consent. Rubicon Marketing may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets, upon notice to Client.

Independent contractor relationship. Rubicon Marketing performs Services as an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

Force majeure. Neither party is liable for delay or failure to perform resulting from causes beyond that party's reasonable control, including acts of God, natural disaster, war, terrorism, labor disputes, internet or utility failures, or actions of third-party platforms.

17.Contact

Questions about these Terms can be directed to:

Rubicon Marketing
Email: rysummer25@gmail.com
Phone: (484) 649-9759  /  (484) 375-4289

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This document is a general template and is not a substitute for advice from a licensed attorney. Rubicon Marketing recommends legal review before relying on this Terms of Service in the operation of its business.