Please read these Terms carefully. By accessing our website or engaging our services, you agree to be bound by these Terms and Conditions. If you do not agree, please do not use our Site or services.
These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Max Level Marketing LLC ("Company," "we," "us," or "our"), a limited liability company organized under the laws of the State of Texas. These Terms govern your access to and use of our website at maxlevelmarketing.com (the "Site") and all marketing services provided by the Company.
By (a) accessing or using our Site, (b) submitting an inquiry or contact form, (c) executing a Service Agreement or Statement of Work, or (d) accepting a proposal, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a business entity, you represent that you have authority to bind that entity.
These Terms are subject to change at any time. We will provide notice of material changes by updating the "Last Updated" date. Continued use of our Site or services after any modification constitutes acceptance of the updated Terms.
Max Level Marketing LLC provides digital marketing services to local businesses, including but not limited to:
The specific scope of services, deliverables, and timelines for each client engagement will be defined in a separate Service Agreement, Statement of Work (SOW), or Proposal document ("Service Agreement"), which is incorporated into these Terms by reference. In the event of any conflict between these Terms and a Service Agreement, the Service Agreement shall control with respect to the specific conflict.
All service engagements require a signed Service Agreement or written acceptance of a proposal prior to commencement of work. We reserve the right to decline any engagement at our sole discretion.
Onboarding requirements may include access credentials, ad account access, website access, and other information necessary to perform the services. Delays in providing required access or materials may affect timelines and deliverables. We are not responsible for delays caused by Client's failure to provide required information or approvals in a timely manner.
Fees for our services are set forth in the applicable Service Agreement. All fees are quoted in U.S. Dollars. We reserve the right to modify our pricing with 30 days' written notice for ongoing retainer agreements.
Unless otherwise specified in the Service Agreement:
Invoices not paid within 15 days of the due date are subject to a late fee of 1.5% per month (18% per annum) on the outstanding balance. We reserve the right to suspend services without liability for any accounts with invoices outstanding beyond 30 days. Suspended services will be reinstated upon payment of all outstanding balances plus applicable late fees.
Advertising spend (media budget) for paid campaigns is the sole responsibility of the Client. Ad spend is billed directly to the Client's own ad accounts (Google, Meta, etc.) and is not included in our management fees unless explicitly stated otherwise in the Service Agreement. We do not mark up media spend. We are not responsible for charges incurred on Client's ad accounts.
Client is responsible for all applicable taxes, including sales taxes, VAT, or other taxes arising from the services, except for taxes based on our income.
If you dispute any portion of an invoice, you must notify us in writing within 10 days of the invoice date, specifying the disputed amount and the basis for the dispute. Undisputed portions must be paid by the original due date.
Unless otherwise specified in the Service Agreement, our services are provided on a month-to-month basis with no long-term commitment required.
Client may terminate services by providing 30 days' written notice to [email protected]. Client remains responsible for all fees incurred through the end of the notice period. Any prepaid fees for services not yet rendered will be refunded on a pro-rated basis, except for non-refundable setup or onboarding fees.
We reserve the right to terminate or suspend services at our sole discretion upon written notice to Client in the following circumstances:
Upon termination: (a) all outstanding fees become immediately due and payable; (b) each party shall return or destroy the other party's Confidential Information; (c) we will provide Client with reasonable transition assistance for up to 14 days, billed at our standard hourly rates; (d) Client's access to any platforms or tools we manage on their behalf will be transferred back to Client upon payment of all outstanding balances.
All proprietary methodologies, processes, systems, templates, tools, software, and know-how developed by or belonging to Max Level Marketing LLC ("Company IP") remain the exclusive property of the Company, regardless of whether such materials were developed in connection with Client's services. Client receives no rights in Company IP except a limited, non-exclusive license to use deliverables as specifically described in the Service Agreement.
Client retains all rights to pre-existing intellectual property, trademarks, logos, brand assets, content, and data that Client provides to us ("Client Materials"). Client grants us a non-exclusive, royalty-free license to use Client Materials solely for the purpose of providing the contracted services.
Upon full payment of all amounts due, deliverables specifically created for Client under a Service Agreement (e.g., custom website designs, ad creative, written content) are assigned to Client, excluding any Company IP incorporated therein. We retain a license to use all work product in our portfolio, case studies, and marketing materials unless Client explicitly requests otherwise in writing.
Client represents and warrants that: (a) Client has all necessary rights to provide Client Materials to us; (b) use of Client Materials will not infringe any third-party intellectual property rights; and (c) Client has obtained all necessary consents and permissions for any content, images, testimonials, or other materials provided.
Each party ("Receiving Party") agrees to keep confidential all non-public information disclosed by the other party ("Disclosing Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure ("Confidential Information"). This includes, without limitation, business plans, client lists, pricing, strategies, and proprietary processes.
The Receiving Party shall: (a) protect Confidential Information using the same degree of care used to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information only for the purpose of performing obligations or exercising rights under these Terms; and (c) limit disclosure to employees and contractors with a need to know who are bound by comparable confidentiality obligations.
Confidentiality obligations do not apply to information that: (i) is or becomes publicly known through no fault of the Receiving Party; (ii) was known to the Receiving Party prior to disclosure; (iii) is independently developed without reference to Confidential Information; or (iv) is required to be disclosed by law or court order, provided the Receiving Party provides prompt written notice to allow the Disclosing Party to seek a protective order.
Confidentiality obligations survive termination of these Terms for a period of three (3) years.
IMPORTANT: We do not guarantee specific results, rankings, revenue outcomes, or return on investment. Digital marketing results depend on numerous factors outside our control, including but not limited to: search engine algorithm changes, market competition, economic conditions, Client's own business operations and customer service, ad platform policies, industry trends, and the accuracy of information provided by Client.
While we will apply commercially reasonable efforts and industry best practices to achieve Client's marketing goals, any projections, estimates, or examples of results shared in proposals or marketing materials are illustrative only and do not constitute guarantees or warranties of future performance.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
(a) LIMITATION ON DAMAGES: IN NO EVENT SHALL MAX LEVEL MARKETING LLC, ITS MEMBERS, MANAGERS, EMPLOYEES, AGENTS, OR CONTRACTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(b) AGGREGATE LIABILITY CAP: OUR TOTAL CUMULATIVE LIABILITY TO CLIENT FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO US DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
(c) ESSENTIAL BASIS: THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES, WITHOUT WHICH WE WOULD NOT HAVE ENTERED INTO THESE TERMS.
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations may not apply to you.
Client agrees to indemnify, defend, and hold harmless Max Level Marketing LLC and its members, managers, employees, agents, contractors, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
Each party represents and warrants that: (a) it has the legal authority to enter into these Terms; (b) these Terms do not conflict with any other agreement to which it is a party; and (c) it will comply with all applicable laws and regulations in connection with these Terms.
Client additionally represents and warrants that: (a) all information provided to us is accurate and complete; (b) Client has the authority to authorize the services described in the Service Agreement; and (c) Client's business, products, and services comply with all applicable laws and do not violate the rights of third parties.
EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND WE EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
Our services often involve managing campaigns and accounts on third-party platforms (Google, Meta, etc.). Client acknowledges that:
Before initiating any formal dispute resolution, the parties agree to attempt to resolve any dispute, controversy, or claim arising out of or related to these Terms or the services through good faith negotiation. The party seeking resolution shall provide written notice describing the dispute in reasonable detail. The parties shall have 30 days from such notice to resolve the dispute informally.
If informal resolution is unsuccessful, any dispute, controversy, or claim arising out of or related to these Terms, the services, or the breach, termination, or validity thereof shall be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in Houston, Texas, or via videoconference by mutual agreement. The arbitrator shall have authority to award any remedy available in a court of competent jurisdiction. Judgment on the arbitration award may be entered in any court of competent jurisdiction.
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent immediate, irreparable harm. This arbitration agreement does not apply to claims that may be brought in small claims court.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS AND NOT AS PART OF ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. CLIENT WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION OR CLASS-WIDE ARBITRATION.
These Terms and all disputes arising out of or related to these Terms or the services shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law provisions. To the extent litigation is permitted under these Terms (or for enforcement of an arbitration award), each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Harris County, Texas.
Neither party shall be liable for any failure or delay in performance due to causes beyond that party's reasonable control, including but not limited to acts of God, natural disasters, epidemics or pandemics, acts of government, war, terrorism, civil unrest, power outages, internet disruptions, or failures of third-party services. The affected party shall provide prompt written notice and shall use commercially reasonable efforts to resume performance as soon as possible. If a force majeure event continues for more than 60 days, either party may terminate the affected services without penalty.
During the term of any Service Agreement and for a period of 12 months following termination, Client agrees not to directly solicit, hire, or engage as a contractor any employee or contractor of Max Level Marketing LLC who was involved in providing services to Client. This restriction does not apply to general public solicitations (e.g., job postings).
These Terms, together with any applicable Service Agreement, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral.
We may amend these Terms at any time by posting the updated Terms on our Site. For active clients, we will provide 30 days' written notice of material changes. Continued use of our services after the effective date of any amendment constitutes acceptance of the updated Terms.
The failure by either party to enforce any provision of these Terms shall not constitute a waiver of that party's rights to subsequently enforce such provision or any other provision.
If any provision of these Terms is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
Client may not assign or transfer these Terms or any rights or obligations hereunder without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets, with notice to Client. These Terms bind and inure to the benefit of the parties' permitted successors and assigns.
These Terms are for the sole benefit of the parties and their permitted successors and assigns. Nothing in these Terms, express or implied, creates any legal or equitable right, benefit, or remedy of any nature whatsoever in any third party.
All notices required or permitted under these Terms shall be in writing and delivered: (a) by email to the address specified in the Service Agreement (with confirmation of receipt), or (b) by overnight courier or certified mail to the addresses on record. Notices are effective upon receipt.
Section headings are for convenience only and shall not affect the interpretation of these Terms.
For questions regarding these Terms and Conditions, please contact us: