Terms of Service

1. Services and engagements

We provide marketing, advertising, creative, video-production, and related services. The specific services, deliverables, fees, and timelines for any engagement are set out in a proposal, statement of work, or similar ordering document (each an “SOW”), typically issued under a signed master services agreement (“MSA”).

Order of precedence: if you have a signed MSA with us, the MSA and its SOWs govern your engagement, and these Terms apply to your use of the Site and to any matter the MSA and SOW do not address. If there is no signed MSA, each SOW incorporates these Terms, and if an SOW expressly conflicts with these Terms, the SOW controls for that engagement only.

Estimates, projections, and timelines in any proposal are good-faith estimates, not commitments, unless the SOW expressly states otherwise.

2. No guarantee of results

Marketing outcomes depend on factors outside anyone's control, including advertising platforms, market conditions, competition, your product, your pricing, and your sales process. We do not warrant or guarantee any particular result, ranking, volume of leads, cost per lead, return on ad spend, revenue, or other outcome. Case studies and statistics on the Site describe specific past engagements; past performance does not predict or promise your results.

3. Fees, payment, and no refunds

Fees are as stated in the applicable SOW and are due as invoiced. All fees, deposits, and retainers are non-refundable as described in our Refund Policy, which is part of these Terms.

Amounts more than fifteen (15) days past due accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower. We may suspend work on any engagement while amounts are past due, and you remain responsible for fees for work performed and costs committed before suspension. You are responsible for our reasonable costs of collection, including attorneys' fees.

4. Advertising spend and third-party platforms

Media budgets are paid to advertising platforms (such as Google or Meta), not to us, unless an SOW says otherwise. Platform charges are governed solely by the platform's terms and are not refundable by us.

You acknowledge that platforms may change pricing, policies, algorithms, or features, and may restrict, suspend, or terminate accounts, at any time and without our control. We are not liable for any act or omission of an advertising, hosting, analytics, or other third-party platform, including loss of accounts, data, spend, or performance.

5. Your materials and responsibilities

You are responsible for the materials, access, and information you provide to us (“Client Materials”), and you represent and warrant that:

• you own or have all rights necessary for us to use the Client Materials as contemplated by the engagement;
• the Client Materials, and every factual or performance claim you supply about your products or services, are accurate, substantiated, and lawful;
• your products, services, and industry-specific practices comply with applicable laws and platform policies, and you will tell us about any special regulatory constraints that apply to marketing them.

We rely on your claims and substantiation when producing marketing; responsibility for the truthfulness of claims about your business remains yours.

6. Intellectual property

The Site and everything on it — text, design, graphics, illustrations, video, code, and the Bada Digital name and marks — are owned by or licensed to Bada Digital and protected by intellectual-property laws. You may not copy, scrape, republish, or create derivative works from the Site except for ordinary browsing and sharing of links.

For engagements: upon our receipt of full payment, you receive the rights in final deliverables that the SOW specifies (or, if the SOW is silent, a perpetual license to use final deliverables for your business purposes). We retain all rights in our pre-existing materials, tools, templates, know-how, working files, and anything we develop that is not a final deliverable, and we are free to use general skills, ideas, and experience gained in any engagement.

7. Portfolio, results, and publicity license

Unless a signed writing between us expressly states otherwise, you grant Bada Digital a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license to:

• identify you as a client, including by name, logo, and trademarks;
• display, reproduce, and describe the work we produced for you — including creative, campaigns, landing pages, and video — in our portfolio, case studies, proposals, website, social channels, award submissions, and other marketing;
• publish performance results of our work for you — metrics such as lead volume, cost per lead, return on ad spend, and revenue outcomes — in specific or aggregate form.

This license does not extend to your trade secrets or to information you designated in writing as confidential before disclosure, and nothing in it requires you to disclose either. If you ask us in writing to stop using a specific item, we will use commercially reasonable efforts to remove it from materials we produce afterward, but we are not obligated to recall or retract anything already published or distributed. This section survives the end of any engagement.

8. Testimonials and feedback

If you or your personnel give us a testimonial, review, or other feedback, we may publish it, with attribution to the speaker's name, title, and company, in any medium. If you send suggestions about our services or the Site, we may use them without restriction or compensation.

9. Confidentiality

Each of us will protect the other's non-public business information received in an engagement with reasonable care and use it only for the engagement. This obligation does not apply to information that is public, independently developed, rightfully received from others, or required to be disclosed by law — and it is subject to the portfolio license in Section 7, which is a permitted use.

10. Disclaimers

THE SITE AND ALL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

11. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW: (A) NEITHER BADA DIGITAL NOR ITS OWNERS, EMPLOYEES, OR CONTRACTORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY; AND (B) OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SITE, THESE TERMS, OR ANY ENGAGEMENT WILL NOT EXCEED THE FEES YOU PAID TO BADA DIGITAL FOR SERVICES IN THE THREE (3) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED U.S. DOLLARS ($100) IF YOU HAVE PAID US NO FEES.

Some jurisdictions do not allow certain exclusions or limits; in those jurisdictions this section applies to the maximum extent permitted.

12. Indemnification

You will defend, indemnify, and hold harmless Bada Digital and its owners, employees, and contractors from and against any claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Client Materials, or our use of them as contemplated by an engagement;
• your products, services, or business practices, or claims you supplied about them;
• your breach of these Terms or an SOW;
• your use of deliverables in a manner we did not produce or approve;
• your violation of law or of a third-party platform's policies.

13. Dispute resolution, arbitration, and class waiver

Before filing any claim, the party with the dispute will give the other written notice and both parties will attempt in good faith to resolve it within thirty (30) days.

Any dispute not resolved informally will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Chicago, Illinois, in English. Judgment on the award may be entered in any court of competent jurisdiction. Either party may instead seek (i) relief in small-claims court for qualifying claims, or (ii) injunctive or equitable relief in court for infringement or misuse of intellectual property or confidential information.

BOTH PARTIES WAIVE ANY RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. Claims may be brought only in an individual capacity. Except where the law does not permit it, any claim must be filed within one (1) year after it accrues or it is permanently barred. The prevailing party in any proceeding is entitled to its reasonable attorneys' fees and costs.

14. Governing law

These Terms and any dispute arising out of them are governed by the laws of the State of Illinois, without regard to conflict-of-laws rules. For any matter not subject to arbitration, the state and federal courts sitting in Cook County, Illinois have exclusive jurisdiction, and both parties consent to venue there.

15. Changes, termination, and general terms

We may update these Terms by posting a revised version with a new effective date; continued use of the Site or our services after posting is acceptance. We may suspend or terminate Site access at any time. Sections that by their nature should survive — including Sections 2, 3, 6, 7, 8, 9, 10, 11, 12, 13, and 14 — survive termination of these Terms or any engagement.

If any provision is unenforceable, it will be limited to the minimum extent necessary and the rest remains in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our written consent; we may assign them in connection with a merger, acquisition, or sale of assets. Neither party is liable for delay or failure caused by events beyond its reasonable control. These Terms, together with the Refund Policy, the Privacy Policy, and any SOW, are the entire agreement between us about their subject matter. Notices to us should go to howdy@bada.digital.