Terms and Conditions
1. Introduction
Welcome to Milia Marketing, LLC’s website (the “Site”). These Terms and Conditions (“Terms”) govern your access to and use of the Site and the services offered by Milia Marketing, LLC (“Agency,” “we,” “us,” or “our”).
1.1 Difference between Terms and Conditions and Privacy PolicyIt is important to understand the distinction between these Terms and our Privacy Policy:
These Terms and Conditions establish the rules for using our Site and Services, including your rights and responsibilities, as well as our disclaimers and limitations of liability.
Our Privacy Policy, available at [LINK TO PRIVACY POLICY], explains how we collect, use, share, and protect your personal information when you use our Site and Services.
While separate documents, these Terms and our Privacy Policy work together to govern your relationship with us. By accessing or using the Site, you agree to be bound by both these Terms and our Privacy Policy.
2. Definitions
“Content” means any information, data, text, software, music, sound, photographs, graphics, video, messages, or other materials.
“Services” means the marketing and advertising services offered by the Agency, including but not limited to digital marketing campaigns, social media management, content creation, search engine optimization, email marketing, pay-per-click advertising, and marketing analytics.
“Site” means the website operated by [MARKETING AGENCY NAME], including all pages, subdomains, and content therein.
“User” or “you” means any individual or entity that accesses or uses the Site.
3. Acceptance of Terms
By accessing or using the Site, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and any additional terms and conditions that may apply to specific sections of the Site or to Services available through the Site.
4. Changes to Terms
We reserve the right to modify these Terms at any time. Any changes will be effective immediately upon posting on the Site. Your continued use of the Site following the posting of revised Terms means that you accept and agree to the changes. We will notify you of any material changes by posting a notice on our homepage or sending you an email.
5. Access and Use of the Site
5.1 License GrantSubject to these Terms, we grant you a limited, non-exclusive, non-transferable, and revocable license to access and use the Site for your personal or internal business purposes.
5.2 RestrictionsYou agree not to:
a) Use the Site for any unlawful purpose or in violation of these Terms;
b) Attempt to gain unauthorized access to any portion of the Site or any systems or networks connected to the Site;
c) Use any device, software, or routine that interferes with the proper working of the Site;
d) Introduce any viruses, Trojan horses, worms, logic bombs, or other harmful material to the Site;
e) Use the Site in any manner that could disable, overburden, damage, or impair the Site or interfere with any other party’s use of the Site.
5.3 User AccountsSome features of our Site may require you to create an account. You are responsible for maintaining the confidentiality of your account information and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security.
6. Intellectual Property Rights
6.1 Agency OwnershipThe Site and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Agency, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
6.2 TrademarksMilia Marketing, LLC, its logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Agency or its affiliates or licensors. You must not use such marks without the prior written permission of the Agency.
6.3 User ContentYou retain any rights you may hold in Content you submit to the Site. However, by providing Content, you grant us a limited, non-exclusive, royalty-free license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such Content in connection with providing and promoting our Services. This license is limited to the purpose of operating, promoting, and improving our Services.
7. User Content and Conduct
7.1 ResponsibilityAny Content you post to the Site will be considered non-confidential and non-proprietary. You are solely responsible for all Content that you upload, post, email, transmit, or otherwise make available via the Site.
7.2 Prohibited ContentYou agree not to post, upload, or share any Content that:
a) Is unlawful, harmful, threatening, abusive, harassing, defamatory, or invasive of another’s privacy;
b) Infringes on any patent, trademark, trade secret, copyright, or other proprietary rights of any party;
c) Contains software viruses or any other computer code designed to interrupt, destroy, or limit the functionality of any computer software or hardware.
8. Marketing Services
8.1 Service DescriptionOur marketing services include, but are not limited to:
a) Digital marketing strategy development and implementation
b) Social media management and advertising
c) Content creation and content marketing
d) Search engine optimization (SEO)
e) Pay-per-click (PPC) advertising
f) Email marketing campaigns
g) Website design and development
h) Marketing analytics and reporting
The specific details, deliverables, and terms of these Services will be outlined in separate service agreements or statements of work.
8.2 Data Usage for MarketingWe may use data collected through our Site and Services to improve our marketing efforts, as further described in our Privacy Policy. By using our Services, you consent to such use of data for marketing purposes. This may include:
a) Analyzing user behavior to optimize marketing strategies
b) Creating targeted advertising campaigns
c) Personalizing content and recommendations
d) Measuring the effectiveness of marketing initiatives
8.3 Campaign PerformanceWhile we strive to deliver high-quality marketing services, we cannot guarantee specific results or performance metrics for our campaigns. Results may vary based on numerous factors outside our control, including but not limited to market conditions, competition, and consumer behavior.
8.4 Service Level AgreementsDetailed service level agreements (SLAs) for our marketing services are provided in separate documents specific to each service offering. These SLAs outline performance metrics, response times, and other relevant standards for service delivery.
9. Third-Party Links and Content
9.1 Third-Party LinksThe Site may contain links to third-party websites or services that are not owned or controlled by the Agency. The Agency has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services.
9.2 Third-Party ContentAny opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information providers, users, or any other user of the Site, are those of the respective authors or distributors and not of the Agency.
10. Disclaimers
10.1THE SITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE AGENCY NOR ANY PERSON ASSOCIATED WITH THE AGENCY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SITE OR SERVICES.
10.2WITHOUT LIMITING THE FOREGOING, NEITHER THE AGENCY NOR ANYONE ASSOCIATED WITH THE AGENCY REPRESENTS OR WARRANTS THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED.
10.3THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
11. Limitation of Liability
11.1TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE AGENCY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE, SERVICES, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SITE OR SUCH OTHER WEBSITES, INCLUDING:
a) ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES
b) PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS
c) LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS
d) LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA
e) ANY OTHER DAMAGES OR LOSSES, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
11.2THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
12. Indemnification
You agree to defend, indemnify, and hold harmless the Agency, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of the Site or Services.
13. Governing Law and Jurisdiction
These Terms and any dispute or claim arising out of or related to them, their subject matter or their formation (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Ohio, without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of, or related to, these Terms or the Site shall be instituted exclusively in the federal courts of the United States or the courts of the State of Ohio, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms in your country of residence or any other relevant country.
14. Dispute Resolution
14.1 NoticeCure; Negotiations. In the event of any dispute, controversy, or claim arising out of or related to this Agreement or any breach or termination of this Agreement and the Services provided under the Agreement, excluding (i) the nonpayment of Fees, (ii) matters that can be brought in a small claims court, (iii) or breach of confidentiality under Section 10, but including any other alleged violation of any federal, state, or local statute, regulation, common law, or public policy, whether sounding in contract, tort, or statute (the “Dispute”), the Party asserting the Dispute shall send written notice of the Dispute (the “Dispute Notice”) to the other Party (the “Notified Party”) that includes a written description of the facts and issues of the Dispute. The Notified Party may cure the alleged breach or circumstances underlying the Dispute for thirty (30) calendar days following its receipt of the Dispute Notice. If the Notified Party fails or refuses to cure the alleged breach or circumstances underlying the Dispute within the thirty- (30-) day cure period, then the Parties shall, within five (5) business days following the expiration of the thirty- (30)-day cure period, engage in face-to-face negotiations in an attempt to resolve the Dispute.
14.2 MediationWithin sixty (60) calendar days following the Parties’ failure to achieve a negotiated resolution to the Dispute, the Parties shall choose a mutually agreeable third-party neutral to mediate the Dispute between the Parties. Mediation shall be non-binding and confidential. The Parties shall refrain from court action and/or arbitration proceedings with respect to any Dispute during the mediation process insofar as they can do so without prejudicing their legal rights. The Parties shall participate in good faith in accordance with the recommendations of the mediator and shall follow the procedures for mediation as suggested by the mediator. The Parties shall share equally all expenses of the mediation, except for the expenses of the individual Parties. Each Party shall be represented in the mediation by a person with authority to settle the Dispute.
14.3 ArbitrationIf the Parties are unable to resolve the Dispute within thirty (30) calendar days of initiating mediation pursuant to Section 1(b), each Party agrees to submit any and all Disputes to the American Arbitration Association (“AAA”) for binding arbitration. The Parties shall hold the arbitration in Kent County, Michigan, USA before a single arbitrator in accordance with the AAA Commercial Rules of dispute resolution, which are available here: https://adr.org/rules. Any arbitral award determination shall be final and binding upon the Parties. Judgment on the arbitrator’s award may be entered in any court of competent jurisdiction.
THE ARBITRATION SHALL PROCEED ONLY ON AN INDIVIDUAL BASIS. THE PARTIES WAIVE ALL RIGHTS TO HAVE THEIR DISPUTES HEARD OR DECIDED BY A JURY OR IN A COURT TRIAL AND THE RIGHT TO PURSUE ANY CLASS OR COLLECTIVE CLAIMS AGAINST EACH OTHER IN COURT, ARBITRATION, OR ANY OTHER PROCEEDING.
Each Party shall only submit its individual claims against the other and will not seek to represent the interest of any other person. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other Party to an arbitration between the Parties.
14.4 Class Action WaiverAny arbitration under these Terms will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted.
14.5 ExceptionsNotwithstanding the foregoing, either party may seek equitable relief to protect its interests (including but not limited to injunctive relief), or to enforce the terms of these Terms and Conditions, in any court of competent jurisdiction.
15. Confidentiality
15.1 Confidential InformationEach party may disclose to the other party certain Confidential Information of such party or of such party’s associated companies, suppliers, or customers. For purposes of these Terms, “Confidential Information” means information that is designated as “confidential” or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.
15.2 ObligationsEach party agrees that it will not use or disclose any Confidential Information received from the other party other than as expressly permitted under these Terms or by applicable law. Each party will protect the confidentiality of the Confidential Information received from the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind.
16. Force Majeure
Neither party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any term of these Terms, when and to the extent such failure or delay is caused by or results from acts beyond the affected party’s reasonable control, including, without limitation: (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities, terrorist threats or acts, riot, or other civil unrest; (d) government order or law; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (i) shortage of adequate power or transportation facilities.
17. Termination
17.1 Termination by AgencyWe may terminate or suspend your access to all or part of the Site, without notice, for any conduct that we, in our sole discretion, believe is in violation of any applicable law or is harmful to the interests of another user, a third-party provider, a service provider, or us.
17.2 Termination by UserYou may terminate these Terms at any time by discontinuing use of the Site and Services and closing your account.
17.3 Effect of TerminationUpon termination, all rights and licenses granted to you in these Terms will immediately cease. The following Sections will survive any termination of these Terms: 6 (Intellectual Property Rights), 10 (Disclaimers), 11 (Limitation of Liability), 12 (Indemnification), 13 (Governing Law and Jurisdiction), 14 (Dispute Resolution), and 15 (Confidentiality).
18. Waiver and Severability
No waiver by the Agency of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Agency to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.
19. Entire Agreement
These Terms, our Privacy Policy, and any additional terms and conditions that may apply to specific sections of the Site or to Services available through the Site constitute the sole and entire agreement between you and [MARKETING AGENCY NAME] with respect to the Site and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Site.
20. Updates to Services
We may from time to time provide enhancements or improvements to the features/functionality of the Site or Services, which may include patches, bug fixes, updates, upgrades and other modifications. Updates may modify or delete certain features and/or functionalities of the Site or Services. You agree that we have no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the Site or Services.
21. International Use
22. Data Protection and Privacy
22.1 Data ProtectionWe are committed to protecting your personal data and complying with applicable data protection laws, including the General Data Protection Regulation (GDPR) where applicable. Our data protection practices are detailed in our Privacy Policy.
CONTACT INFORMATION
If you have any questions about these Terms, please contact us at:
Milia Marketing, LLC
info@miliamarketing.com
216-369-6850
By using this Site, you acknowledge that you have read these Terms, understand them, and agree to be bound by them.