Terms & Conditions

True Estate Marketing Terms and Conditions: A Comprehensive Digital Marketing Service Agreement

Preamble

Welcome to the definitive True Estate Marketing Terms and Conditions. This document serves as a comprehensive digital marketing service agreement, meticulously crafted to establish a foundation of clarity, trust, and mutual understanding. These real estate marketing contract terms are designed not merely as a legal formality but as the guiding principles for our professional partnership, ensuring a transparent and successful collaboration. It is paramount that both parties have a clear understanding of their respective rights, obligations, and responsibilities. This Agreement, in conjunction with any executed Statement of Work (SOW), represents the entire understanding between True Estate Marketing and the Client.

This document has been structured to be both legally sound and client-friendly, outlining the scope of our services, the nature of our engagement, and the provisions that protect the interests of both parties. By engaging our services, the Client acknowledges that they have read, understood, and agreed to be bound by the terms and conditions set forth herein.

1. Definitions of Key Terms

To ensure absolute clarity and eliminate any ambiguity throughout this Agreement, the following terms are defined as they will be used. These definitions are foundational to the legal and operational framework of our partnership. A dedicated Statement of Work (SOW) is legally incorporated by reference into this Agreement, serving as a specific and binding blueprint for each project.

Term	Definition
Agreement	This entire Terms & Conditions document, along with all exhibits, addenda, and any Statement of Work (SOW) incorporated by reference.
Company	True Estate Marketing, the digital marketing agency providing the Services.
Client	The individual, company, or legal entity that has engaged the Company to perform the Services.
Services	The specific digital marketing and real estate-focused services provided by the Company to the Client, as detailed in the applicable SOW.
Statement of Work (SOW)	A separate, written document that specifies the detailed scope, deliverables, timelines, and costs for a specific project. This document is not merely advisory but is an integral and legally binding part of the Agreement.
Intellectual Property (IP)	All patents, copyrights, trademarks, trade secrets, know-how, proprietary methodologies, and other proprietary rights, whether registered or not.
Confidential Information	Any non-public business, technical, or financial information shared between the parties, including, but not limited to, client lists, business plans, financial data, and proprietary marketing strategies.
Client Material	All content, data, logos, trademarks, images, and other assets provided by the Client for use by the Company in performing the Services.
Work Product	The final, customized deliverables and creative assets created by the Company specifically for the Client as part of the Services under an SOW. This excludes the Company’s underlying methodologies and pre-existing assets.
Third-Party Tools	Any software, platform (e.g., Google Ads, Facebook, HubSpot), or service provided by an entity other than the Company.

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The Statement of Work, while it may be a fluid document in a project management context, is elevated to a legally binding component of this Agreement by this definition. This approach mitigates future disputes over project scope, deliverables, and fees by ensuring that the commercial understanding is formalized and enforceable from the start. Any changes to the project scope, commonly known as “scope creep,” must be documented in a new or amended SOW, requiring the written agreement of both parties to be legally valid.

2. Acceptance of Terms

This Agreement becomes a binding contract between the Company and the Client upon the earliest of the following events:

Written Execution: When the Client signs a formal service agreement or this document.
Payment: When the Client makes any payment, including a deposit or retainer, for the Services as specified in an invoice or SOW.
Use of Services: When the Client accesses, utilizes, or otherwise benefits from any of the Services provided by the Company.

The multi-faceted approach to the acceptance clause is essential in the digital services industry, where client onboarding processes can vary significantly. For instance, a large-scale website development project may involve a formal contract signing, whereas a smaller monthly retainer for social media management may be initiated simply by the client making the first payment. By including multiple acceptance triggers, the Agreement establishes a clear, legally-binding relationship regardless of the client’s entry point, thereby providing a consistent legal foundation for all engagements.

3. Scope of Services

The Company agrees to provide the Services to the Client as specified in the corresponding Statement of Work (SOW). The SOW will be the definitive guide for each project, detailing the specific tasks, deliverables, and timelines. The following provides a general overview of the types of services the Company offers, but it is the SOW that will define the exact scope for each engagement.

SEO & Digital Marketing: This may include, but is not limited to, keyword research, on-page optimization for website content, technical SEO audits, content strategy, link building efforts, and the preparation of monthly analytics and ranking reports.
Social Media Marketing: Services may encompass the management of specific platforms (e.g., Instagram, TikTok), content calendar creation, follower engagement, comment moderation, and regular performance reporting with a focus on key performance indicators (KPIs) such as engagement rate and follower growth.
Website Design & Development: Deliverables may include wireframing, custom graphic design, mobile responsiveness, CMS setup (e.g., WordPress), and technical optimization for speed and user experience.
CRM & Business Automation: This includes the setup and configuration of CRM systems, integration with lead capture forms, email marketing automation, and the development of automated sales pipelines to streamline business operations.
Real Estate Referral Network: The Company facilitates connections between the Client and licensed real estate agents and/or qualified real estate clients. It is understood that the Company is not a licensed real estate brokerage, and all transactions are subject to the terms of a separate referral agreement between the relevant parties.
Content & Graphics Creation: This service involves the production of new content and visual assets, such as blog posts, articles, landing page copy, social media graphics, and other brand assets as outlined in the SOW.

3.1 Out-of-Scope Services

Any work not explicitly listed in the SOW is considered outside the scope of this Agreement. If the Client requests additional work, it will be treated as a separate engagement and will require a new SOW or a written addendum to the existing SOW. The Company reserves the right to accept or decline such additional work at its sole discretion, and if accepted, it will be subject to additional fees and a revised timeline. This provision is a fundamental component of the Agreement’s risk-management framework. It prevents the expansion of a project’s scope without a corresponding adjustment in compensation and resources, thereby protecting the Company’s profitability and ability to deliver all agreed-upon services effectively.

4. Client Responsibilities

The success of the Services depends significantly on the Client’s timely and complete cooperation. The Company’s ability to perform its obligations is contingent upon the Client fulfilling its responsibilities as outlined below.

Timely Provision of Client Material: The Client agrees to provide all necessary content, images, logos, access credentials, and other Client Materials within the timelines specified in the SOW. Any delays caused by the Client’s failure to provide these materials on time may result in corresponding project delays, and the Company will not be held liable for such delays.
Required Access: The Client must grant the Company timely access to all relevant third-party accounts, including but not limited to website CMS (e.g., WordPress), Google Analytics, social media platforms, and CRM systems. The Client also agrees to work with any third-party vendors or staff as reasonably required to facilitate the Services.
Timely Feedback & Approvals: The Client agrees to provide feedback and final approvals on all deliverables within the timeframes specified in the SOW. A failure to provide feedback within the allotted time may be deemed as an approval of the deliverable as-is.
Legality of Client Material: The Client warrants that all Client Material provided to the Company is either the Client’s original work or that the Client has obtained all necessary rights, licenses, or permissions to use such materials. The Client is solely responsible for ensuring that all Client Material does not infringe upon any third-party intellectual property rights. This warranty is a crucial legal protection, as it transfers the risk of copyright or trademark infringement claims directly to the Client, who is in the best position to verify the legality of the materials they provide.

5. Payment Terms, Billing, and Refund Policy

This section establishes a clear and transparent financial agreement to prevent disputes and ensure a smooth business relationship.

Pricing & Billing: The Client agrees to pay the fees for the Services as detailed in the SOW. Payments may be structured as a monthly retainer, fixed-fee for project completion, or on a milestone basis, as determined in the SOW. Invoices will be issued according to the billing cycle outlined in the SOW and are due within 30 days of the invoice date (“Net 30”).
Late Payments: In the event of late payment, the Company reserves the right to charge a late fee of 2% per calendar month on the outstanding balance, compounded monthly. This penalty is a standard practice designed to encourage timely payment and compensate the Company for the administrative and financial burden of delayed revenue.
Suspension of Services: If an invoice is not paid in full within 30 days of the due date, the Company may, at its sole discretion, suspend all Services until the outstanding balance is settled. The Company’s suspension of services due to non-payment is not considered a breach of this Agreement.
Collections: The Client agrees to be responsible for all costs and fees associated with the collection of any overdue payments, including but not limited to legal fees, collection agency fees, and court costs.
Refund Policy: All fees and payments are non-refundable. The Client acknowledges that fees are for the time, labor, and resources expended in performing the Services, not for guaranteed outcomes or results. This policy is standard in the service industry, where the value is delivered through the effort and expertise applied, regardless of the final outcome. Specific exceptions may be granted at the Company’s sole discretion, but they are not required or guaranteed.

6. Intellectual Property Ownership and Licensing

This clause clarifies the ownership of creative works and intellectual property to prevent future disputes.

Client IP: The Client retains all ownership rights to any Client Material, including logos, trademarks, and content, that they provide to the Company. The Client grants the Company a limited, non-exclusive, royalty-free license to use, reproduce, and modify the Client Material solely for the purpose of performing the Services under this Agreement.
Company IP: The Company retains all rights, title, and interest in and to its pre-existing intellectual property, including proprietary methodologies, software, templates, design concepts, and know-how. This underlying IP is not transferred to the Client. It is licensed to the Client on a non-exclusive, non-transferable basis for the duration of the Agreement, and solely for use in conjunction with the Services.
Work Product Ownership: Upon full and final payment for the Services as detailed in the SOW, the Company will transfer ownership of the Work Product specifically created for the Client (e.g., website design, unique graphics) to the Client. This transfer of ownership is contingent upon the receipt of all due payments, thereby providing a powerful financial incentive for the Client to meet their financial obligations.
Company’s Right to Portfolio: The Company reserves the right to use the Client’s name, brand assets, and a description of the Services performed for its portfolio, case studies, website, and other marketing materials, unless the Client explicitly revokes this permission in writing. This is a common practice that allows service providers to showcase their work and expertise.

7. Confidentiality & Non-Disclosure

In the course of providing and receiving the Services, both parties will have access to the other’s Confidential Information. This section establishes a mutual obligation to protect that information.

Mutual Obligation: The Company and the Client agree to maintain the confidentiality of all Confidential Information exchanged during the course of the Agreement. Each party will use reasonable care to prevent the unauthorized disclosure of the other’s Confidential Information to third parties.
Definition: “Confidential Information” is defined broadly to include, but is not limited to, business plans, financial data, client lists, marketing strategies, proprietary software, and trade secrets. This includes non-public information related to the Client’s business operations and the Company’s proprietary marketing methodologies.
Exclusions: Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was in the receiving party’s possession before disclosure; (c) is independently developed by the receiving party without using the other’s Confidential Information; or (d) is required to be disclosed by law or a court order, provided the receiving party gives prompt notice to the disclosing party.
Post-Termination: The obligation of confidentiality shall survive the termination of this Agreement for a period of five years. Upon termination, each party will, upon request, return or destroy all materials containing the other’s Confidential Information, subject to any legal retention requirements.

8. Limitation of Liability

This clause serves to manage and cap the Company’s financial risk, ensuring that its liability is proportionate to the fees received.

Exclusion of Consequential Damages: The Company will not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including, but not limited to, lost profits, lost data, loss of anticipated revenue, or loss of business opportunity, regardless of the cause of action, even if the Company has been advised of the possibility of such damages.
Cap on Liability: The Company’s maximum aggregate liability for any claim arising out of or in connection with this Agreement, whether in contract, tort, or otherwise, shall not exceed the total amount paid by the Client to the Company for the Services in the six-month period immediately preceding the date the claim arose. This provision acts as a critical safeguard against disproportionate financial exposure. It ensures that the potential damages the Company is liable for are directly tied to the value of the services rendered over a recent period.
Exceptions: The limitations of liability set forth in this section shall not apply to claims arising from a party’s breach of confidentiality obligations or to the indemnification obligations detailed in Section 12.

9. Service Interruptions & Third-Party Tools

The digital services environment is inherently reliant on external technologies and factors. This section clarifies the responsibilities and limitations in such a context.

Third-Party Tools: The Company’s Services rely on platforms, software, and services provided by third parties (e.g., Google, Facebook, HubSpot, etc.). The Company has no control over the availability, performance, or policies of these Third-Party Tools and is not liable for any service interruptions, downtime, or changes to functionality caused by them. The Client’s use of these tools is subject to their respective terms of service and privacy policies.
Force Majeure: Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent such failure or delay is caused by an event beyond its reasonable control (“Force Majeure Event”). This includes, but is not limited to, acts of God, war, riots, strikes, governmental actions, natural disasters, cyberattacks, failures of the internet or telecommunication infrastructure, or widespread technical failures. The explicit inclusion of digital-age threats like cyberattacks and internet outages in the force majeure clause is a necessity for a modern digital marketing company. A traditional force majeure clause would be inadequate to address service interruptions caused by server failures or digital infrastructure issues, which are just as disruptive as natural disasters.
Notification and Mitigation: The party affected by a Force Majeure Event will provide prompt notice to the other party and will use reasonable efforts to minimize the impact of the event and resume performance as soon as possible.

10. Marketing Performance Disclaimers

The Company prides itself on providing professional, data-driven Services. However, due to the dynamic nature of the digital landscape, certain outcomes cannot be guaranteed.

No Guaranteed Results: The Company does not and cannot guarantee specific results for any of its Services. This includes, without limitation, a specific number of leads, search engine rankings for particular keywords, social media follower growth, traffic increases, or sales. The Company will use its best efforts and apply reasonable skill and care in providing the Services, but external factors are beyond its control.
External Factors: The Client acknowledges that search engine algorithms, social media platform policies, competitor actions, and consumer behavior are constantly changing and are not within the Company’s control. The Company is not responsible for any penalties, changes in rankings, or dropped listings that a Client’s website or social media profiles may experience, regardless of whether such changes are a direct or indirect result of the Services.
Disclaimer of Warranties: The Services are provided “as is” and “as available,” without any warranties, express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, or non-infringement.

11. Termination of Services

This section provides a structured and transparent process for ending the business relationship, whether by mutual agreement or due to a breach of contract.

Termination for Convenience: Either party may terminate this Agreement for any reason by providing the other party with 30 days’ prior written notice. The Client will be responsible for all fees and expenses accrued up to the effective date of termination. The purpose of this clause is to provide a clear and equitable off-ramp for the relationship if business circumstances or priorities change for either party.
Termination for Cause: Either party may terminate this Agreement with immediate effect upon a material breach of this Agreement by the other party. A material breach includes, but is not limited to, non-payment of fees, failure to provide necessary access or materials, or a breach of the confidentiality or intellectual property clauses. The option to terminate for cause is a critical legal remedy that protects a party’s interests when the other party fails to uphold its fundamental obligations.
Post-Termination Obligations: Upon termination, the Client shall pay all outstanding fees and expenses immediately. The Company will, upon request and final payment, return all Client Materials and, if applicable, transfer ownership of the Work Product to the Client as specified in Section 6. All confidentiality and indemnification obligations will survive the termination of this Agreement for the specified periods.

12. Indemnification Clause

The indemnification clause serves as a powerful risk allocation tool, ensuring that each party is protected from liabilities arising from the other’s actions.

Mutual Indemnity: Each party agrees to indemnify, defend, and hold harmless the other party, its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) a breach of this Agreement by the indemnifying party; (b) the negligence or willful misconduct of the indemnifying party; and (c) any third-party claim that the materials or property provided by the indemnifying party infringe upon the intellectual property rights of a third party.
Practical Application: In the context of a digital marketing agreement, this clause is particularly important for protecting the Company from legal claims related to the content provided by the Client. For example, if the Client provides an image they do not have the rights to, and the copyright holder sues the Company for using it, this clause legally obligates the Client to cover all of the Company’s legal fees and any resulting damages. This ensures that the financial risk is properly transferred to the party who caused the issue.

13. Governing Law & Dispute Resolution

To provide a clear and predictable process for resolving any disagreements, this section outlines the legal framework and a multi-step approach for dispute resolution.

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of, without regard to its conflict of laws principles.
Dispute Resolution Process: Any dispute arising out of or relating to this Agreement, or the breach thereof, shall be resolved through a structured, multi-step process designed to avoid costly litigation.
- Step 1: Good-Faith Negotiation: The parties agree to first attempt to resolve any dispute amicably through good-faith negotiation.
- Step 2: Mediation/Arbitration: If the dispute cannot be resolved through negotiation within a reasonable period, the parties agree to submit the matter to a binding [mediation or arbitration] process. This process is often a faster and more cost-effective alternative to litigation, and it encourages both parties to seek a reasonable compromise.
- Step 3: Litigation: In the event that mediation or arbitration fails to resolve the dispute, any remaining legal action may be brought exclusively in the state or federal courts located in.

14. Amendments & Updates to the Agreement

The Company operates in a dynamic and rapidly evolving digital industry. Accordingly, the Company reserves the right to amend or update these Terms & Conditions at any time.

Notice: The Company will provide notice of any material changes by posting the updated terms on its website, through a prominent in-app notification, or by sending an email to the Client.
Acceptance of Changes: The Client’s continued use of the Services after such updates constitutes their acceptance of the new Terms & Conditions. This approach provides the Company with the necessary flexibility to adapt to new legal requirements, industry standards, or changes in its service offerings without needing to renegotiate a separate contract with each Client.

15. Contact Information

For any official legal notices, questions, or formal communications regarding this Agreement, please use the following contact information.

True Estate Marketing

Email: marketing@trueestate.us

Phone Number: (814) 480-0026

References & External Policies
Our services may integrate or rely on third-party platforms and regulations. By using our services, you also agree to comply with the policies of applicable third parties, including but not limited to:

These links are provided for reference only. True Estate Marketing is not responsible for updates or changes to external policies.