Terms and Conditions
These Terms and Conditions (“Terms”) constitute a legally binding agreement between Digi Malik, a digital marketing agency with its principal place of business at 30 N Gould St Ste R, Sheridan, WY 82801, United States (“Digi Malik,” “Agency,” “we,” “us,” or “our”), and any individual or entity that purchases, engages, or uses our services (“Client,” “you,” or “your”). By signing a proposal, service agreement, or statement of work with Digi Malik, submitting payment, or otherwise engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms in full.
IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ENGAGE OUR SERVICES.
1. Services
Digi Malik provides digital marketing services, which may include, without limitation:
- Paid social advertising (Facebook, Instagram, and related platforms)
- Paid search advertising (Google Ads and related platforms)
- Landing page design and development
- CRM setup, integration, and marketing automation
- Ad creative design and production
- Related strategic and consulting services
(collectively, the “Services”). The specific scope, deliverables, timeline, and fees for a given engagement will be set out in a proposal, order form, or statement of work signed or accepted by Client (an “SOW”). Each SOW is incorporated into and governed by these Terms. If a conflict arises between an SOW and these Terms, the SOW controls solely with respect to the specific matter in conflict.
Digi Malik reserves the right to decline to provide Services to any prospective client, or to discontinue Services to any existing client, for any lawful reason, including but not limited to industries or business practices that Digi Malik determines, in its sole discretion, pose reputational, legal, or platform-compliance risk.
2. Fees, Payment, and No Refunds
2.1 Fees. Fees are set out in the applicable SOW and may take the form of a one-time setup fee, monthly retainer, project-based fee, or a combination thereof.
2.2 Ad Spend Is Separate From Fees. Any advertising budget or “ad spend” placed with third-party platforms (e.g., Meta, Google) is separate and distinct from Digi Malik’s management fees. Ad spend is paid directly to the applicable advertising platform, or remitted to Digi Malik solely for the purpose of forwarding to that platform, and does not constitute compensation to Digi Malik.
2.3 Invoicing and Due Dates. Invoices are issued according to the schedule stated in the SOW (e.g., monthly in advance). Payment is due upon receipt unless otherwise specified, and in no event later than [7] days from the invoice date.
2.4 ALL SALES ARE FINAL, NO REFUNDS. Client acknowledges and agrees that all fees paid to Digi Malik are non-refundable under all circumstances, regardless of the reason for cancellation, termination, dissatisfaction with results, or discontinuation of Services, except where a refund is expressly required by applicable law. This no-refund policy applies to, without limitation: setup fees, monthly retainers, management fees, and any fees for work already commenced or completed, whether or not final deliverables have been provided to Client. Client’s sole remedy for any dispute regarding Services is limited to the remedies expressly set forth in these Terms.
2.5 Late Payments. Any invoice not paid by its due date shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted under Wyoming law, whichever is lower, until paid in full. Digi Malik may suspend all Services, including active advertising campaigns, immediately and without further notice for any account more than [7] days past due. Client remains responsible for all fees accrued prior to suspension, and no refund is owed for any suspended or discontinued Services.
2.6 Collection Costs. Client shall reimburse Digi Malik for all reasonable costs of collection incurred in recovering unpaid amounts, including reasonable attorneys’ fees, to the extent permitted by Wyoming law.
2.7 Chargebacks. Initiating a credit card chargeback or payment dispute for fees properly owed under these Terms constitutes a material breach of these Terms and does not entitle Client to any refund or credit. Digi Malik reserves the right to immediately terminate Services and pursue collection of amounts owed, including the disputed amount, in the event of an unwarranted chargeback.
2.8 Taxes. Fees are exclusive of applicable sales, use, gross receipts, or similar taxes. Client is responsible for all such taxes other than taxes on Digi Malik’s net income.
3. Term, Cancellation, and Termination
3.1 Term. Services commence on the date specified in the applicable SOW and continue for the term stated therein, or, for retainer-based engagements, on a month-to-month basis until terminated as provided below.
3.2 Cancellation by Client. For month-to-month engagements, Client may cancel upon no less than [30] days’ prior written notice to info@digimalik.com. Client remains obligated to pay all fees for the then-current billing period and any period covered by the notice window, in full, with no refund or proration for early cancellation.
3.3 Termination for Cause. Either party may terminate an engagement immediately upon written notice if the other party materially breaches these Terms or the applicable SOW and fails to cure such breach within [10] days of receiving written notice describing the breach. Termination for cause does not entitle Client to a refund of fees already paid.
3.4 Termination by Digi Malik. Digi Malik may suspend or terminate Services immediately, without liability, if: (a) Client fails to pay any amount when due; (b) Client engages in conduct that violates the advertising policies of a third-party platform in a manner that jeopardizes Digi Malik’s or Client’s account standing; (c) Client provides false, misleading, or unlawful information, products, or claims for use in marketing; or (d) continued performance would, in Digi Malik’s reasonable judgment, violate applicable law.
3.5 Effect of Termination. Upon termination for any reason: (a) all outstanding fees become immediately due and payable; (b) Digi Malik will cease active work; (c) Digi Malik will, upon full payment of outstanding fees, provide Client with access to or copies of completed deliverables for which Client has paid in full; and (d) Sections 2, 4, 5, 7, 8, 9, 10, 12, and 13 survive termination.
4. Intellectual Property
4.1 Client Materials. Client retains all right, title, and interest in materials, trademarks, logos, copy, images, and data it provides to Digi Malik (“Client Materials”). Client grants Digi Malik a non-exclusive, royalty-free license to use, reproduce, and modify Client Materials solely as necessary to perform the Services.
4.2 Client Representations Regarding Materials. Client represents and warrants that it owns or has all necessary rights, licenses, and consents to provide Client Materials to Digi Malik and to authorize their use in marketing and advertising, and that Client Materials do not infringe the intellectual property, publicity, or privacy rights of any third party.
4.3 Deliverables. Subject to Client’s full and timely payment of all fees due under the applicable SOW, Digi Malik assigns to Client all right, title, and interest in the final deliverables created specifically for Client under that SOW (e.g., final landing page designs, final ad creatives), excluding Agency Tools (defined below). No assignment of rights occurs, and no license is granted, for any deliverable associated with an unpaid or disputed invoice.
4.4 Agency Tools. Digi Malik retains all right, title, and interest in its pre-existing and independently developed tools, templates, frameworks, workflows, processes, source code, and proprietary methodologies used to perform the Services (“Agency Tools”). Client receives a non-exclusive, non-transferable, perpetual license to use any Agency Tools embedded in paid-for final deliverables solely for Client’s own internal business purposes.
4.5 Ad Accounts and Platform Access. Where Digi Malik creates or manages advertising accounts on Client’s behalf, ownership of the underlying ad account, pixel, and associated first-party data belongs to Client, provided the account was created under Client’s business information. Digi Malik will provide Client administrative access to such accounts upon request, subject to any outstanding payment obligations.
4.6 Portfolio and Marketing Use. Digi Malik may reference Client’s name, logo, and general, non-confidential performance results (e.g., “increased leads by X%”) in Digi Malik’s own portfolio, case studies, website, and marketing materials, unless Client opts out in writing. Client-specific confidential data (e.g., exact revenue figures, cost structures) will not be disclosed without Client’s written consent.
5. Confidentiality
Each party agrees to hold the other party’s non-public business, financial, technical, and strategic information (“Confidential Information”) in confidence, to use it solely to perform under these Terms, and not to disclose it to third parties except: (a) to employees, contractors, or agents with a need to know, who are bound by confidentiality obligations at least as protective as those herein; (b) as required by law, subpoena, or court order (with prompt notice to the other party where legally permitted); or (c) with the disclosing party’s prior written consent. This obligation survives termination of these Terms for a period of two (2) years, except with respect to trade secrets, which remain protected for as long as they qualify as trade secrets under applicable law.
6. Client Responsibilities
Client agrees to: (a) provide timely feedback, approvals, access credentials, and materials reasonably requested by Digi Malik; (b) designate a primary point of contact with authority to approve deliverables, budgets, and expenditures; (c) ensure all claims, offers, pricing, licensing, and disclosures Client asks Digi Malik to publish are accurate, current, and lawful; (d) maintain sufficient funds or credit for any advertising budgets; and (e) comply with the terms of service of any third-party platform used in connection with the Services. Delays caused by Client’s failure to meet these responsibilities do not relieve Client of any payment obligation and do not entitle Client to a refund or fee reduction.
7. Warranties and Disclaimers
7.1 Mutual Authority. Each party represents that it has full corporate or legal authority to enter into these Terms and that doing so does not violate any other agreement to which it is bound.
7.2 No Guarantee of Results. CLIENT EXPRESSLY ACKNOWLEDGES THAT DIGITAL MARKETING RESULTS, INCLUDING BUT NOT LIMITED TO IMPRESSIONS, CLICKS, LEADS, CONVERSIONS, SALES, REVENUE, SEARCH RANKINGS, OR RETURN ON AD SPEND, DEPEND ON NUMEROUS FACTORS OUTSIDE DIGI MALIK’S CONTROL, INCLUDING BUT NOT LIMITED TO THIRD-PARTY PLATFORM ALGORITHM CHANGES, MARKET CONDITIONS, COMPETITION, CLIENT’S PRICING AND OFFER, AND CLIENT’S OWN SALES PROCESS. DIGI MALIK DOES NOT GUARANTEE ANY SPECIFIC RESULT, RANKING, LEAD VOLUME, REVENUE, OR RETURN ON INVESTMENT, AND NO SUCH GUARANTEE SHALL BE IMPLIED FROM ANY PROPOSAL, CASE STUDY, EXAMPLE, OR SALES CONVERSATION. The absence of expected results does not constitute a breach of these Terms and does not entitle Client to a refund, credit, or fee waiver.
7.3 Disclaimer of Warranties. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES AND ALL DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
8. Limitation of Liability
8.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY WYOMING LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITY, OR LOST DATA, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, DIGI MALIK’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR ANY SOW, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO DIGI MALIK (EXCLUDING THIRD-PARTY AD SPEND) IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
8.3 Basis of the Bargain. Client acknowledges that Digi Malik’s fees reflect the allocation of risk set forth in this Section 8, and that this limitation of liability is a fundamental basis of the parties’ agreement.
8.4 Exceptions. The limitations in this Section 8 do not apply to: (a) either party’s indemnification obligations under Section 9; (b) breaches of Section 5 (Confidentiality); (c) a party’s gross negligence, willful misconduct, or fraud; or (d) amounts Client owes for Services rendered.
[Note to Client: This section is the single most important clause for a lawyer to review, the dollar cap, the carve-outs, and whether Wyoming’s contract law would enforce a total exclusion of consequential damages as drafted should all be confirmed by counsel.]
9. Indemnification
9.1 By Client. Client shall indemnify, defend, and hold harmless Digi Malik and its officers, employees, and contractors from and against any third-party claims, losses, liabilities, damages, and reasonable attorneys’ fees arising out of or related to: (a) Client Materials or claims Client directed Digi Malik to publish; (b) Client’s products, services, or business practices; (c) Client’s breach of these Terms; or (d) Client’s violation of applicable law, including advertising, consumer protection, or data privacy law.
9.2 By Digi Malik. Digi Malik shall indemnify, defend, and hold harmless Client from third-party claims arising from Digi Malik’s gross negligence or willful misconduct in performing the Services, subject to the limitations in Section 8.
9.3 Procedure. The indemnified party shall provide prompt written notice of any claim, allow the indemnifying party to control the defense and settlement (provided any settlement does not impose liability or admission of fault on the indemnified party without its consent), and provide reasonable cooperation at the indemnifying party’s expense.
10. Independent Contractor Relationship
Digi Malik is an independent contractor. Nothing in these Terms shall be construed to create an employment, partnership, joint venture, or agency relationship between the parties, except to the limited extent Digi Malik is expressly authorized to act on Client’s behalf within third-party advertising platforms as necessary to perform the Services.
11. Third-Party Platforms
Client authorizes Digi Malik to create, access, and manage accounts on third-party platforms (including but not limited to Meta, Google, and CRM providers) on Client’s behalf as needed to perform the Services. Client remains solely responsible for ensuring its products, services, offers, and claims comply with each platform’s advertising and content policies. Digi Malik is not liable for account suspensions, ad disapprovals, policy enforcement actions, service interruptions, or changes in algorithm or policy made unilaterally by any third-party platform, and no such event entitles Client to a refund.
12. Dispute Resolution; Governing Law
12.1 Governing Law. These Terms and any dispute arising out of or related to them or the Services shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict-of-laws principles.
12.2 Informal Resolution. Before initiating any formal proceeding, the parties agree to attempt in good faith to resolve any dispute through direct negotiation for a period of no less than thirty (30) days following written notice of the dispute.
12.3 Binding Arbitration. Any dispute not resolved informally shall be resolved by binding arbitration administered in accordance with the Commercial Arbitration Rules of the American Arbitration Association, conducted by a single arbitrator, with the seat of arbitration in Sheridan County, Wyoming. Judgment on the arbitration award may be entered in any court of competent jurisdiction. Each party waives any right to a jury trial and to participate in a class, collective, or representative action.
12.4 Exception for Collections. Notwithstanding Section 12.3, Digi Malik may pursue collection of unpaid fees in small claims court or any court of competent jurisdiction in Sheridan County, Wyoming, without first resorting to arbitration.
12.5 Venue. For any matter not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Sheridan County, Wyoming.
[Note to Client: Confirm with Wyoming counsel that your AAA arbitration clause, class-action waiver, and venue selection are drafted in a form that is enforceable and consistent with current Wyoming and federal arbitration law.]
13. General Provisions
13.1 Entire Agreement. These Terms, together with any applicable SOW and any documents referenced herein (including the Privacy Policy and Cookie Policy at digimalik.com), constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous agreements, proposals, or representations, whether written or oral.
13.2 Amendments. Digi Malik may update these Terms from time to time by posting the revised Terms at digimalik.com. Material changes affecting active clients will be communicated by email at least fourteen (14) days before taking effect. Continued use of the Services after the effective date of any change constitutes acceptance of the updated Terms.
13.3 Assignment. Client may not assign or transfer these Terms, in whole or in part, without Digi Malik’s prior written consent. Digi Malik may assign these Terms without Client’s consent in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets.
13.4 Force Majeure. Neither party shall be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including acts of God, natural disaster, war, terrorism, labor disputes, governmental action, internet or utility outages, or failure or policy change of a third-party platform.
13.5 Severability. If any provision of these Terms is held invalid or unenforceable by a court or arbitrator of competent jurisdiction, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.
13.6 No Waiver. No failure or delay by either party in exercising any right under these Terms shall operate as a waiver of that right, nor shall any single or partial exercise of a right preclude any other or further exercise of that right.
13.7 Notices. All notices under these Terms shall be in writing and delivered by email to info@digimalik.com (for Digi Malik) or to the email address on file for Client, and shall be deemed given upon confirmation of transmission.
13.8 Electronic Signatures and Acceptance. Client’s electronic signature, checkbox acceptance, or continued use of the Services after receiving these Terms constitutes valid acceptance, enforceable to the same extent as a handwritten signature, in accordance with applicable e-signature law (including the federal E-SIGN Act and Wyoming’s adoption of the Uniform Electronic Transactions Act).
13.9 Headings. Section headings are for convenience only and do not affect the interpretation of these Terms.
14. Contact Information
Address: 30 N Gould St Ste R Sheridan, WY 82801 United States
Email: info@digimalik.com
Phone: +1 (307) 449-2083
Website: digimalik.com