Terms & Conditions

1. Who these terms apply to

Business Marketing Solutions, Inc., operating as Marketerium through Marketerium.com (“Marketerium,” “we,” or “us”), provides digital marketing and related services, which may include paid advertising, search optimization, social media, local listings, email and text campaigns, analytics, creative production, website development and programming, and website and email hosting. “Client” or “you” means the person or organization identified as the customer on the order. If you accept an order for an organization, you represent that you have authority to bind it. If you pay, you represent that you are authorized to use the selected payment method.

These Terms and the accepted order form the agreement for the services. The order may include an approved proposal, statement of work, invoice, or checkout summary that identifies the services, price, and billing period. A business-purpose transaction is one made primarily for business or commercial purposes. Any classification is subject to applicable law. An accepted order controls the authorized scope, estimated or stated charges, and schedule, subject to the advance-payment and change-approval requirements below. A conflicting provision overrides these Terms only if both parties expressly agree to the exception in writing. An applicable data processing agreement controls conflicts about its subject matter.

Updates to these Terms

Marketerium reserves the right to update, amend, or replace these Terms at any time by posting a revised version on Marketerium.com. Unless applicable law requires notice, we may post revisions without sending individual notice when the revisions apply only to future orders. We will identify the revised version and its effective date or when it takes effect. For a new order, the version presented before acceptance governs once the Client accepts it.

An existing order remains governed by the version accepted for that order unless both parties validly agree to a change or the change otherwise takes effect as permitted by applicable law. Before applying a material change to an existing service or renewal, we will provide advance notice to the affected Client, obtain consent when required, and provide any required cancellation information. Posting a new version on our website does not by itself amend a previously accepted order. The arbitration agreement in Section 15 applies prospectively to orders accepted with it. It does not apply to earlier orders or disputes that arose before acceptance unless both parties separately agree in writing.

2. Acceptance, advance payment, and project estimates

Before payment, we present the order and a conspicuous link to these Terms. To complete an online payment through our checkout, you must affirmatively agree to these Terms. By selecting the required agreement checkbox and completing payment, you accept these Terms and authorize the amount shown for that order. An electronic signature on an order that expressly incorporates these Terms also constitutes acceptance. Authorization for future automatic charges is obtained separately, as described in Section 4.

All services are prepaid. We begin work, including any separately ordered assessment, only after receiving the full advance payment stated for the applicable order or phase. Hosting and email hosting must be paid in advance for each service period before activation or renewal. The order may also require files, credentials, approvals, or other cooperation from you. Delivery dates may be reasonably adjusted if those items are delayed, and we will communicate material changes to the schedule.

Amounts quoted for project work, including website changes and programming, are estimates based on the requested scope and the information available at the time. The advance payment covers the work or phase described in the accepted order and does not establish a fixed total price for the project. The estimate may change if the scope changes or investigation reveals additional work, dependencies, or technical requirements. The accepted order identifies the work covered by the initial payment and the applicable rates or other basis for estimating charges.

If we expect to exceed the approved amount or need to perform work outside the approved scope, we will explain the change, provide a revised estimate showing the additional amount due and any effect on timing, and obtain your written approval and advance payment before starting the additional work. We may pause the affected work while awaiting approval or payment. The initial payment does not authorize extra charges.

3. All payments are final and there are no prorated refunds

To the extent permitted by applicable law, payments for all services are final and nonrefundable. We do not issue full or prorated refunds for voluntary cancellation, early termination by the Client, unused time, nonuse, a change of mind, or a decision to move to another provider. This policy applies to website hosting, email hosting, website updates or changes, programming, maintenance, support, design, setup, marketing and agency services, and other services. It applies to one-time payments, deposits, prepaid service periods, and properly authorized renewals. Section 6 governs unused media funds.

Hosting and email hosting fees reserve service for the purchased billing period and may cover setup, administration, and third-party commitments. Website changes and programming fees reserve production time and may cover planning, preparation, and labor. A Client request to cancel a prepaid service or stop work does not, by itself, create a right to a refund, partial refund, or credit. Subject to the accepted order and applicable law, approved work performed and authorized costs incurred before cancellation remain payable. A request to stop work does not authorize new work or charges beyond the accepted order.

This policy is subject to any remedy required by applicable law, applicable payment rules, or an express written commitment in the accepted order. It does not limit remedies for unauthorized or duplicate charges, billing errors, or services we fail to provide as agreed where a remedy applies. If we end a prepaid service early for our own convenience, we will return the portion of the fee attributable to the period or services we do not provide.

Feasibility of website changes and programming

A requested feature, change, or outcome may depend on applicable law, third-party license terms or platform restrictions, the website’s software version, existing code, plugins, available integrations, or the server or hosting environment. We will disclose material limitations we know about when preparing the order. Some limitations become apparent only after we inspect or test the website. We may decline or stop the affected work if it would violate applicable law or if the existing environment cannot support it. We will explain the limitation and, when available, offer an alternative or a revised scope for your approval. Any alternative work is subject to the same advance-payment and approval requirements.

When feasibility is uncertain, the order may separately identify and price an assessment phase covering investigation, testing, and a summary of findings. The assessment fee pays for that work when performed and is subject to the final-payment policy in this section, even if the findings show the requested outcome is infeasible. An order for assessment alone does not include implementation. If we cannot perform implementation that was separately prepaid, we will account for that payment separately and return the portion allocated to implementation we did not perform, unless you approve applying it to a revised scope. This section does not limit any remedy required by law or promised in the accepted order.

4. Hosting and recurring services

Hosting and email hosting are provided for the billing period stated in the order. A cancellation of renewal stops future renewal charges once effective. If you cancel renewal, your prepaid service ordinarily remains available through the end of the current paid period, subject to the agreement and any lawful suspension. You may also request an earlier shutdown. If you plan to leave, arrange to export your site, email, and data before the service ends. Migration, setup at a new provider, and ongoing support are included only when specified in the order. We will handle Client-owned assets and data in accordance with the order and applicable law.

An order renews automatically only if we disclose the renewal terms and obtain separate affirmative consent to recurring charges. Before enrollment, we disclose the amount or method of determining the amount, billing frequency, renewal period, and cancellation terms. We provide a retainable confirmation, applicable renewal and price-change notices, and the cancellation options required by law. If you enroll online, you can cancel automatic renewal online without having to call or provide a reason. A general acceptance of these Terms does not enroll you in automatic renewal.

5. Paid advertising and client-controlled accounts

Campaign optimization and results. We provide only the advertising setup, optimization, and other services described in the accepted order. Third-party platforms such as Google Ads and Meta control ad review, approval, eligibility, auctions, and whether and when ads are shown. Results also depend on factors such as budget, competition, audience demand, landing pages, and the Client’s follow-up. We do not guarantee ad approval, placement, uninterrupted delivery, spending levels, impressions, clicks, leads, conversions, sales, cost per result, or return on ad spend. Forecasts and targets are estimates. Marketerium’s fees pay for the agreed services. A campaign missing a performance target does not by itself create a right to a refund or credit.

Account access and setup verification. The Client retains administrative control of its advertising accounts. The Client authorizes Marketerium to access the accounts and assets only as needed to perform the accepted order. For setup and asset-connection work, we verify that the agreed assets are connected and that the agreed functions work under the settings and conditions tested. This may include confirming the platform’s connection status or running an agreed test for a tag, conversion event, or other integration. We document the assets tested, the results, and any unresolved limitation, and provide written confirmation to the Client. Verification covers the setup at the time of testing. It does not guarantee later ad delivery, tracking accuracy, or continued compatibility.

Handoff and later changes. Once we provide written confirmation of the completed setup, responsibility for day-to-day operation and keeping the connected assets working passes to the Client when the Client takes over or begins operating the account independently. To the extent permitted by law, we are not responsible for interruptions, tracking failures, billing or spending changes, or performance changes caused by actions of the Client, its other vendors, or the platform outside our control. Examples include changing budgets, campaign settings, permissions, website code, tags, or connected assets. Ongoing management, monitoring, and repair are included only if expressly stated in an active order. These provisions do not excuse defects in our agreed setup, obligations under an active order, or liability that applicable law does not allow us to exclude.

6. Agency services, deliverables, and approvals

Scope and approval. The accepted order identifies the services, deliverables, review rounds, fees, and responsibilities. The Client will designate an authorized contact and provide timely, accurate instructions, access, materials, and approvals. We may rely on that contact’s written directions. We will obtain approval before first publishing new material or committing to new spend unless the order gives us written authority to act within defined limits. We may pause affected work and adjust dates if we are waiting for an approval or dependency. New creative, extra revisions, rush work, and restoration following outside changes require an approved scope and advance payment under Section 2.

Delivery and corrections. We will identify the deliverables and provide notice when they are available for review or are deployed as authorized. Please identify any material difference from the agreed scope promptly, preferably within 10 business days, so we can investigate and, where appropriate, correct it. An approval or authorized launch may evidence delivery of the version approved. It does not waive remedies for hidden defects, breach, or rights protected by law.

SEO, social media, local listings, and analytics. Search engines, directories, social platforms, and analytics providers control their own systems and may change their rules, algorithms, access, and reporting. We do not guarantee rankings, indexing, listing verification, traffic, followers, engagement, or restoration of an account. Analytics and attribution can be affected by consent settings, device restrictions, tracking changes, and the provider’s reporting methods. Reports describe the data available at the time. We remain responsible for performing the agreed services.

Advertising and vendor costs. Agency fees are separate from media spend and third-party charges unless the order expressly bundles them. The Client pays platforms directly for Client-controlled accounts unless the order authorizes another arrangement. The order must state any media budget we are authorized to manage and disclose any applicable agency markup or separate fee. We will obtain advance approval before increasing the authorized budget. Actual platform billing and pacing are governed by the platform’s terms, including charges for activity incurred before a pause takes effect. We will account for funds we collect for media, and return any unapplied balance after authorized charges and commitments are reconciled, unless the Client authorizes another use. The final-payment policy for agency services does not convert unused media funds into agency fees.

7. Campaign compliance and Client materials

The Client represents that it has the right to provide and authorize use of its content, trademarks, images, testimonials, audience lists, and data. The Client is responsible for the accuracy and substantiation of claims it supplies, the legality and fulfillment of its offers, and disclosures and approvals specific to its business or profession. We will use reasonable care in performing our work and comply with laws and platform requirements that apply to our role. Client approval does not relieve either party of its own legal duties.

For email, text, calling, lead generation, and remarketing, the parties will document who is responsible for notices, consent records, sending, and processing opt-outs. The Client must have the legal authority and documented consent where required for lists and instructions it supplies, maintain current suppression information, and cooperate in honoring opt-outs and consumer rights. We may refuse or pause unlawful or deceptive campaigns, unsubstantiated claims, fake reviews, prohibited list use, or content that violates platform policies. Each party remains responsible for the obligations that apply to it under advertising, privacy, and communications law.

For website work, the accepted order must identify any specific accessibility standard, testing, remediation, or monitoring included in scope. Each party remains responsible for accessibility obligations applicable to its role. An agreed audit describes the pages, conditions, and date tested. Ongoing testing and remediation for later changes are included only if specified in the order.

8. Ownership, licenses, and access

Client materials and accounts. As between the parties, the Client retains rights in the content, accounts, and data it supplies or owns, subject to third-party terms. The Client grants us a nonexclusive license to use its materials and access its accounts as reasonably needed to perform the order, including through authorized subcontractors. When we register a domain for the Client, we will use the Client as registrant where supported and agreed. The Client is responsible for maintaining registrar information and renewals unless the order assigns that work to us. The Client retains administrative access to its own accounts where the platform permits it.

Final deliverables. Once the applicable order has been paid in full, the Client receives a perpetual, nonexclusive, worldwide license to use, reproduce, publish, and adapt the final deliverables identified in the order for its business, including through providers acting on its behalf. We retain ownership of our pre-existing materials, reusable code, templates, methods, working files, drafts, and internal tools. The Client may use agency materials incorporated into the final deliverable as part of that deliverable. Editable source files, repositories, and any assignment of copyright are included only if expressly identified in the accepted order. A copyright assignment must be set out in a writing signed by the rights holder. Stock media, fonts, plugins, themes, and other third-party components remain subject to their own licenses and any separate fees. A transfer does not convey rights beyond those the applicable license allows.

9. Confidentiality, privacy, and security

Each party will use the other party’s nonpublic information only to perform or administer the agreement or exercise legal rights. Each will protect it using reasonable care and share it only with personnel, authorized providers, or advisers who need access and are subject to appropriate confidentiality duties, or as required by law. Confidentiality does not cover information lawfully made public, independently developed, or lawfully received without a confidentiality duty. It does not restrict truthful reviews, lawful reporting, or communications with government agencies.

Each party will use reasonable safeguards for credentials and data it controls. Use delegated access and multifactor authentication where available. Each party will notify the other of a security incident affecting its information without undue delay and sooner when required by law or an applicable data agreement. Neither party may use an incident notice to delay a legally required notification.

Where privacy law requires a data processing agreement or other written terms, the parties will put them in place before the relevant processing. The order and any data addendum must identify the purpose, data, roles, and permitted uses, including any advertising audience or tracking data. We will limit processing to authorized purposes and comply with applicable restrictions. Client data will be returned or deleted as required by the order, applicable addendum, or law, subject to lawful retention and backup obligations. The parties must evaluate roles and opt-out obligations separately for cross-context behavioral advertising. A service-provider designation alone does not authorize that processing.

10. Suspension, termination, and transition

Either party may terminate an affected order for a material breach that the other party fails to cure within 15 calendar days after written notice, or after a longer period if required by law or the order. We may take reasonably necessary immediate action to contain a credible security risk, stop unlawful activity, or comply with law or a binding platform requirement. We will limit the action to the affected service where practicable, give prompt notice when allowed, and restore service when reasonably practicable after the issue is resolved. Payment-related suspensions are subject to Sections 11 and 12. A lawful billing dispute alone does not justify suspension.

At service end, we will provide the Client’s own data, credentials, or assets in our control as required by the order or law, subject to identity verification and third-party restrictions. Shared infrastructure access, agency tools, and assets licensed only to Marketerium are outside the handoff. We will communicate any known export window, retention limits, and transfer dependencies. Migration, ongoing support, and additional export or transition work beyond the agreed handoff may be separately scoped and prepaid. Ending the order does not cancel charges already lawfully incurred. Confidentiality, ownership, lawful payment obligations, and dispute provisions continue as applicable after termination.

11. Billing disputes and chargebacks

If you believe a charge is incorrect or a service was not provided as agreed, you may email info@marketerium.com with the invoice or order number and a description of the issue so we can investigate. Contacting us is voluntary and does not extend any deadline or restrict your right to contact your bank, card issuer, payment provider, or a government agency. Both parties must provide truthful, accurate information in any payment dispute.

We may contest a chargeback through our payment provider and submit relevant evidence, including the order, acceptance records, payment authorization, communications, and proof of performance or delivery. We will comply with applicable law and payment-provider and card-network rules when handling the dispute and any later recovery.

A payment reversal concerns the payment transaction. After the payment dispute concludes, we may pursue a separately enforceable balance under the accepted order if the evidence establishes that the amount remains legally due and applicable law and payment rules permit recovery. A chargeback filing or decision alone does not establish a debt. We will credit payments, refunds, restored funds, and other amounts to the extent they reduce the balance actually owed. We will not resubmit or recharge a reversed payment without fresh, express authorization and permission under applicable payment rules. We will not impose a fee or take adverse action solely because a Client exercises a lawful dispute right.

12. Past due balances and collections

Before referring a balance related to a reversed payment to collections, we will review the transaction and the basis of the dispute, verify the underlying obligation, and send an itemized written notice identifying the order, the amount claimed, any credits or adjustments, and how to dispute or resolve it. We will allow at least 15 calendar days after sending the notice for a response, or longer if required by law. If you timely dispute the balance, we will review the dispute and respond before referral, subject to any additional requirements under applicable law.

If a verified, legally collectible balance remains overdue after this process, we may pursue lawful remedies, including referral to a collection agency authorized to handle the debt or filing a claim in the forum permitted by Section 15. A collection referral does not change the agreed dispute forum. Any collection action will comply with applicable debt collection, licensing, privacy, and payment-provider requirements. We will pause collection activity when required by law. For an independently verified payment default, we may suspend the affected service after written notice and a reasonable opportunity to cure, subject to the accepted order and applicable law. Termination for material breach remains subject to Section 10.

13. Interest, damages, and enforcement costs

An overdue, liquidated principal balance may accrue simple interest after breach at the lesser of 10% per year or the maximum rate applicable law permits, only for the period and on the amount for which interest is legally recoverable. Interest does not compound.

In a business-purpose proceeding to enforce this agreement, the prevailing party may recover reasonable attorney’s fees and allowable costs as determined by the arbitrator or court under applicable law, including California Civil Code section 1717. In a consumer transaction, each party bears its own attorney’s fees unless applicable law authorizes an award. Nothing in this section shifts mandatory consumer arbitration fees or overrides Section 15. Marketerium may also seek actual, documented damages caused by the Client’s breach and reasonable out-of-pocket enforcement costs, including a processor fee directly caused by a proven breach, only to the extent recoverable under applicable law and applicable payment rules. The same loss may be recovered only once. No flat chargeback penalty or automatic collection surcharge applies.

14. Liability and third-party claims

Business-purpose transactions. To the extent allowed by law, neither party is liable to the other for indirect, special, incidental, or consequential damages, including lost profits or business opportunities that are consequential. Marketerium’s total liability arising from an affected order is limited to the greater of $1,000 or the agency fees paid or payable under that order during the 12 months preceding the first event giving rise to the claim. Media spend and amounts passed through to vendors are excluded from the fee calculation. This limit does not reduce amounts expressly due as a refund or return of Client funds under the agreement.

Exceptions. The exclusions and cap do not apply to fraud, willful injury or misconduct, gross negligence, violation of law to the extent liability may not be limited, or other liability the law prohibits the parties from limiting. They do not restrict nonwaivable remedies. These business-purpose limits do not apply to consumer transactions. Neither party is excused from its own duties by use of a platform or subcontractor. A party delayed by an event outside its reasonable control will notify the other and take reasonable steps to mitigate the delay. This does not excuse obligations already due or eliminate remedies for prepaid services that cannot be delivered.

Client indemnity for business-purpose transactions. Upon prompt written tender, the business Client will defend and indemnify Marketerium against third-party claims, awarded damages, approved settlements, and reasonable defense costs to the extent arising from Client-provided materials that infringe another party’s rights, unlawful Client instructions or lists, or the Client’s breach of Section 7. This duty does not cover the portion of a claim attributable to Marketerium’s own misconduct, negligence, breach, or violation of law. The Client may control the covered defense with qualified counsel, subject to reasonable cooperation. No settlement may admit fault by Marketerium or impose a nonmonetary obligation on it without its written consent. This provision does not shift arbitration fees or restrict statutory rights.

15. Private dispute resolution and binding arbitration

Please read this section. It generally requires both parties to resolve covered disputes through individual binding arbitration before a neutral arbitrator outside court. For arbitrable disputes, both parties give up a court or jury trial and, to the extent permitted by law, participation in class proceedings.

Informal resolution and optional mediation. Either party may send a written summary of the issue and requested resolution. Send notices to Marketerium at info@marketerium.com. We may send notice to the contact on the order. The parties may discuss settlement or mutually agree to private mediation before a neutral mediator. Informal discussions and mediation are voluntary. They do not prevent a filing or extend a filing deadline unless the parties lawfully agree otherwise.

Covered disputes and arbitration provider. Except for the matters below, disputes between the parties arising out of or relating to an accepted order or these Terms, including performance, payment, and statutory claims that may lawfully be arbitrated, will be administered by JAMS before one independent neutral arbitrator. The parties agree to JAMS as the administrator when they accept these Terms. No further agreement on the administrator is required. Either party may file a demand with JAMS under its applicable arbitration rules. The Federal Arbitration Act governs interpretation and enforcement of this section where it applies. Otherwise, applicable state arbitration law governs.

Appointment for business-purpose transactions. The parties direct JAMS to appoint one independent neutral arbitrator directly, without party nominations, ranking, or approval, if JAMS permits that procedure. If JAMS does not permit direct appointment, it will select the arbitrator under its applicable rules. Neither party may appoint the arbitrator on its own. Any required disclosures and rights to challenge or disqualify an arbitrator remain available.

Appointment for consumer transactions. JAMS will select the neutral arbitrator under its applicable rules and Consumer Arbitration Minimum Standards, including each consumer’s opportunity to participate in the selection process. Any protections required by law or JAMS policy control if they provide greater protection. In all cases, the arbitrator must make required disclosures and give both parties a reasonable opportunity to present evidence, obtain discovery as permitted by law and the applicable rules, and be heard.

Unavailable administrator. If JAMS is unavailable for reasons unrelated to a party’s noncompliance with its obligations, either party may ask a court with jurisdiction to appoint an independent neutral arbitrator under applicable law. A replacement appointment does not limit any applicable consumer protection or any remedy arising from Marketerium’s failure to comply with arbitration requirements or to pay required fees.

Hearing, fees, and relief. For business-purpose transactions, the hearing location is San Diego County, California, unless the parties agree or controlling law requires otherwise. For consumers, the hearing will be reasonably accessible to the consumer, subject to mandatory venue protections. We will not require a consumer to arbitrate a claim arising in California outside California or under another state’s substantive law. Remote proceedings may be used by agreement or as otherwise permitted by law. For business-purpose transactions, fees follow the applicable arbitration rules and law. In consumer arbitration, if the consumer initiates the case, the consumer pays no more than the lesser of the provider’s applicable consumer filing fee, if any, or the filing fee for an equivalent court claim. Any lower limit or fee waiver under applicable law or the administrator’s consumer standards applies. If Marketerium initiates consumer arbitration, the consumer pays no filing fee. Marketerium will timely pay the remaining administration and arbitrator fees for consumer arbitration. The arbitrator may award relief available under applicable law and will issue a written award explaining the outcome. Either party may ask the arbitrator to protect trade secrets and other nonpublic information as allowed by law. This section preserves nonwaivable remedies, required disclosures, and statutory fee awards.

Matters that may go to court or other authorities. Either party may bring an eligible individual claim in small claims court, subject to its rules and applicable law. Either party may seek temporary emergency relief in a competent court to preserve rights pending arbitration, or seek a court order to compel arbitration or confirm, enforce, or review an award as permitted by law. A court decides whether the parties formed this arbitration agreement and any challenge to its enforceability. This section preserves payment disputes with banks and processors, complaints and reporting to regulators, and remedies that law makes nonwaivable. It does not waive public injunctive relief. If applicable law requires that a request for that relief or another nonarbitrable claim be heard in court, the court may hear that request or claim while separately arbitrable claims are handled in arbitration as permitted by law.

Individual proceedings. To the extent permitted by law, the parties agree to arbitrate only their individual disputes and not to conduct class or representative arbitration without both parties’ written agreement. If a waiver is unenforceable for a particular claim or remedy, that claim or remedy will proceed in the forum required by law. The rest of this section remains effective where enforceable. The appointment process does not override rights arising from Marketerium’s failure to comply with applicable arbitration requirements or to pay required fees.

Consumer opt-out. A consumer may opt out of this arbitration section within 30 calendar days after first accepting the version containing it by emailing info@marketerium.com with the consumer’s name, order number or account email, and a clear statement opting out. A timely opt-out applies to both parties for that agreement and does not affect the other Terms.

16. California law and venue

California law governs this agreement, except where controlling law requires otherwise. For business-purpose transactions, a court proceeding permitted under Section 15 must be brought in a court of competent jurisdiction in San Diego County, California, or in the federal court serving that county if it has jurisdiction, unless applicable law requires a different venue. Consumers retain any mandatory venue and substantive protections available to them. If a provision is unenforceable, the remaining provisions continue to apply to the extent permitted by law.

17. Billing and legal contact

Business Marketing Solutions, Inc.
Marketerium.com
info@marketerium.com