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Marketing Service Terms

This Agreement (“Agreement”) governs the relationship between Breakpoint WP (“Breakpoint,” “BP,” “we,” “our,” or “us”) and the Client (“Client,” “you,” or “your”) regarding the design, development, and related services for your website. By accepting a project estimate or proposal, submitting payment, or otherwise authorizing work, you agree to these Terms in full.

Scope of Work

All services included in the  Marketing Packages, Website Optimization and/or Structural Add-Ons are outlined in the corresponding proposal. Work outside of the defined scope, including additional revisions, emergency requests, or unscheduled work, will be billed separately at Breakpoint’s standard hourly rate unless otherwise agreed in writing.

  • Project Estimate and/or Proposal: Defines the scope of work, timeline, deliverables, and associated fees.
  • These Service Terms: Apply to all marketing and optimization services performed by Breakpoint WP.
    Acceptance may occur verbally, in writing, or through payment of any deposit or invoice.

Independent Contractor

Breakpoint WP operates as an independent contractor for all services as described in the project documentation. BP may use employees, subcontractors, or third-party vendors to complete work, maintaining oversight to ensure compliance with project standards.

Client Responsibilities & Approvals

  • The Client agrees to:
    • Provide timely approvals for content calendars, newsletters, ads, graphics, videos, lead assets, and website updates within 3 business days
    • Supply operational updates, service information, or clarifying input when requested
    • Maintain active access credentials for all required platforms (Facebook, LinkedIn, GBP, Mailchimp, Meta Business Manager, Ads Manager, WordPress, hosting, analytics, Search Console)
    • Maintain an active Mailchimp subscription (if included in the plan)
    • Pay all monthly fees, onboarding fees, and advertising costs on time

    Delays in approvals, access, or requested information will delay publishing dates and may reduce deliverables for that cycle. Breakpoint is not liable for missed or reduced deliverables caused by client inaction.

Platform Access & Technical Requirements

  • The Client is responsible for providing and maintaining uninterrupted access to all social media accounts, email platforms, website logins, and advertising accounts required for service delivery. Breakpoint is not responsible for delays or performance issues arising from:

    • Lost or changed passwords
    • Disabled or suspended accounts
    • Platform outages
    • Policy or algorithm changes made by third-party platforms

Advertising Spend & Paid Media

  • For services involving boosted posts or paid promotions:

    • The Client is responsible for all advertising charges billed by Meta, LinkedIn, Google, or other platforms
    • Breakpoint’s fees cover management, targeting, and optimization only
    • Breakpoint is not responsible for performance fluctuations inherent to paid advertising platforms

Creative Asset Ownership & Usage

  • All graphics, ads, videos, templates, and content created by Breakpoint are produced using Breakpoint’s internal tools and proprietary workflows.

    • Breakpoint maintains a master archive of all creative assets
    • Assets may only be used as delivered and may not be altered by the Client or third parties
    • Assets may not be transferred to another agency unless permitted in writing
    • Final deliverables become available for ongoing Client use only upon full payment of all outstanding invoices

    Breakpoint retains the right to display completed work in its portfolio and marketing materials.

Web Optimization & Structural Add-On Terms

  • Work performed under Website Optimization and Structural Add-Ons is based on the Client providing accurate, up-to-date business information. Breakpoint is not responsible for:

    • Accuracy of Client-provided content
    • Performance or ranking changes due to algorithm updates
    • Platform limitations (e.g., hosting restrictions, third-party plugin failures)

    SEO, schema, visibility, and ranking improvements cannot be guaranteed due to the nature of search engines.

Content Accuracy & Compliance

  • The Client is responsible for ensuring the accuracy and legality of any operational information, service descriptions, guidelines, legislative references, or community updates provided to Breakpoint.
    Breakpoint is not liable for:

    • Incorrect information supplied by the Client
    • Compliance issues related to Client operations
    • Legal responsibilities related to governance or regional regulatory requirements

Scheduling & Deliverable Timing

All publishing schedules depend on timely client approvals and access.
Breakpoint is not responsible for:

  • Missed posting dates caused by late approvals
  • Delays resulting from Client-requested revisions
  • Reduced output caused by missing content or incomplete information

If the Client does not approve content within 3 business days, content may be rescheduled to the next available window.

Payment Terms

  • Services are billed monthly and due immediately upon receipt
  • The onboarding fee is due before the start of the project
  • Advertising charges are paid directly by the Client to the platform
  • Late or missing payments may result in paused services until accounts are current
  • All fees are non-refundable once work has begun

Disclaimers & Limitations

  • BP does not guarantee uninterrupted service, error-free performance, or specific SEO results.

  • BP is not responsible for hosting uptime, third-party software, email deliverability, or changes caused by Client or third parties post-launch.

  • Maximum liability: Limited to the amount Client paid for services in the 6 months preceding the claim, or $500, whichever is less.

Project Suspension & Abandonment

  • Projects delayed 30+ days due to Client inaction will be suspended; deposits are forfeited.

  • Projects inactive for 120+ days will be considered abandoned with no refunds issued. Reactivation requires new terms and payment.

Termination of Services

  • Either party may terminate services with 30 days’ written notice.
    The Client remains responsible for:

    • Fees for the current billing cycle
    • Any outstanding invoices
    • Costs incurred for work already completed or in progress

    Breakpoint does not issue refunds for partial service periods.

Liability & Performance Limitations

  • Breakpoint makes no guarantees regarding:

    • Specific increases in traffic or leads
    • Social media performance or reach
    • Email metrics or deliverability
    • Search engine ranking position or duration

    Marketing results depend on multiple factors outside Breakpoint’s control, including market conditions, competition, platform policies, algorithm updates, and the Client’s operational responsiveness.

    Breakpoint is not liable for:

    • Any loss of revenue, business opportunities, or reputation related to campaign performance
    • Platform outages, restrictions, or technical issues
    • Issues arising from unauthorized edits or actions by Client or third parties

Internet Authorization

A web application or completed website is to be installed on the Client’s web hosting account on an internet server. The Client hereby authorizes BP the right to access their hosting account and provide BP with “write permission” for the Client’s webpage directory, cgi-bin directory, and any other directories or programs which need to be accessed for this project. Web hosts must be a Linux/Unix system server for standard CGI software.

Compatibility, Plugins & Third-Party Applications

Design reviews and signoffs are to be done on a modern desktop computer, as mobile optimization is completed only after all revisions and sign-offs for the design are completed.

BP does not guarantee the perfect operation or integration of any third-party themes, plugins or applications, or that they will work as described, or as desired by the Client. Both BP and Client rely on the written description(s) as provided by the developers of such applications and plugins, and additional / other plugins or applications may be necessary for obtaining the features and functions as required by the project. The Client accepts such risks, and will bear all costs for purchase, installation, configuration, and any annual, update, or renewal fees as required.

Contact Forms & Spam

BP is in no way liable for the development, use, or misuse of website integrated contact or submission forms, nor for spam by humans or spam-bots. Elementor Pro forms will be provided honeypot fields added to discourage spam bots. The use of anti-spam plugins or recaptcha plugins may be added upon request at the the Client’s expense.

Content Management System (CMS)

BP uses client-enabled WordPress content management system (CMS) database platform for website builds, content additions, edits, future upgrades, and application updates. BP is not responsible, nor liable for the Client’s ability to learn, master, use, apply, or remember the CMS system. BP provides limited, free remote (by phone, email, and/or internet) support within the first 30 days of publishing the completed website. Customer support after that time will be billed at the stated hourly fee. Site support does not include changes, modifications, or revisions to the site.

All purchased WordPress or other CMS Themes/Toolboxes are specifically licensed to Breakpoint for necessary for the building, repair, and updating of the site. BP is in no way liable for the failure of the Theme / Toolbox to work as provided, described, or as desired.

The Client, and/or any assigned third-party, under no circumstances, without written notice and/or payment for services rendered in full, shall remove BP’s administrative access to hosting account(s) and/or website CMS dashboard without a written release by BP. Such removal of access will be deemed a breach of this agreement, and BP retains the right to file claim damages for loss of work and fees for any such action. Project files are the property of BP will not be released to the Client without payment in full.

BP shall retain rights to the original theme license and maintain updates to the Client’s website as long as: 1) the Client maintains a paid subscription for Maintenance Services per the maintenance Service Terms; 2) and as long as the updates by the original theme developer are provided. Under these terms the Theme will be maintained for a minimum of twelve months from date of Theme purchase, and Client will be notified of the Theme expiration (if any). The website, theme, and license are non-transferable to any third party outside of BP.

BP is in no way liable for the working, repair, content, maintenance, updates, or back-ups of the website after project completion unless as specifically provided by a Maintenance Service subscription, with timely monthly payments in full for such services. BP shall not be liable for Client’s own attempts to provide or apply updates or revision services on their own, nor for any third-party, including hosting providers. Site corrections, fixes, or re-builds will be billed at project and labor costs assessed by BP.

If the Client cancels Maintenance Services, no additional updates to the website or theme will be required by BP, and the Client accepts all responsibility for any site issues that may occur, including hacking, malware, or other site failure.

SEO, Page Speed & Site Optimization

BP may offer SEO and Page Speed, and Site Optimization add-on packages for websites in the initial project proposal, to be applied from commencement of the site build per the current industry standards. WebP image compression format works within updated browsers but may appear to be broken in some older browsers. The settings, plugins, and applications are intended to provide specific enhancements to the website, but are not guaranteed, and may be affected by the client’s hosting or other services and platforms. The Client accepts all limitations and risks of such service add-ons.

Email Deliverability

Email applications are not the same as website services. Occasionally, your website will send email when certain events occur such as the completion of a contact form, sale of a product, update/reset of a user’s password, etc. Automatically generated emails such as these are sometimes flagged as spam (or not delivered at all) by email providers like Google/Gmail, Microsoft, Yahoo, and others.

BP has no control over the sending or receipt of email and shall not be held responsible or liable for any failed emails transmissions or transactions. BP in no way will be liable for any failure by the website or forms to transmit or Client to receive such electronic mail.

Client’s Responsibility for Website Security

Maintenance, Updates and Security Monitoring services in no way imply that the website is secure, error-free, and will not be out-of-service for any amount of time. Installed security application(s) may secure against most illegal access attempts from login access. Security monitoring applications neither promise nor guarantee that websites are completely secure from outside access or sophisticated brute-force hacking attempts but may provide notice should such an action occur. Clients are encouraged to add an additional layer of site security from their respective Hosting service(s).

BP employs WordPress best practices for security when building your website. However, studies have shown that a common way that hackers gain access to your web site is through keylogging programs installed on the infected computers of users (Clients). The Client agrees to protect any computer or device that they log into the website by: (1) Installing and maintaining updated security software, (2) Using the most up-to-date version of their preferred web browser, (3) Keeping the operating system patched with recommended updates, and (4) Keeping versions of Flash and Java up to date if they are installed. All costs in connection with restoring a hacked or downed website are to be paid by the Client.

Additional Representations, Warranties, and Covenants

Client represents, warrants, and covenants that (a) Client has the power and authority to enter into this Agreement; (b) Client is at least eighteen (18) years of age; and (c) Client will only access and use the Client Sites in accordance with this Agreement. Client further agrees that it is and will always be, in full compliance with all applicable laws, regulations, rules and ordinances regarding its’ business, the creation, use, and maintenance of the Client Site(s), including without limitation applicable data protection laws and export control laws, and otherwise as related to this Agreement and Client’s performance hereunder.

Marketing and Attribution Link

Breakpoint reserves the right to the Client’s project as a design example in our promotional materials and case studies. BP may place a small attribution link in the footer of the Client’s website such as “Site by BPWP” that links back to the Breakpoint WP website.

Disclosure to Law Enforcement

Breakpoint may disclose information about our Clients to law enforcement agencies without further consent or notification to the Client upon lawful written request from such agencies. We will cooperate fully with the legal requests of law enforcement agencies.

Indemnification

Client agrees to indemnify, defend and hold BP and its suppliers, licensors, affiliates, partners, subsidiaries, owners, and employees (collectively, the “Indemnified Parties”) harmless from and against any and all claims and demands, losses, liability, costs and expenses (including, but not limited to, reasonable attorneys’ fees) (collectively, “Liabilities”), incurred by an Indemnified Party arising out of or related to (i) Client’s breach of this Agreement including without limitation Client’s breach of any of its representations and warranties or covenants herein; (ii) the creation, use, or maintenance of Client Sites, including, without limitation, any allegation that any Client Content or other information or content not provided by BP and contained on Client Sites (including, without limitation, any such Client Content contained in a domain name selected by Client for use with the Client Site) infringes a third person’s copyright, trademark or other proprietary or intellectual property right, or misappropriates a third person’s trade secrets or is unlawful, threatening, abusive, harassing, tortious, defamatory, obscene, harmful, libelous, invasive of another’s privacy, hateful, or racially or ethnically objectionable; (iii) any dispute or litigation between an Indemnified Party and a third party or any other third party claim caused by, arising from or relating to Client’s actions or omissions in relation to this Agreement, any Client Content, the Maintenance Service or the Client Sites, including, without limitation, any domain name disputes involving the domain name selected by Client for use with the Client Site; (iv) Client’s negligence or intentional misconduct; or (v) Client’s business dealings with any of its customers, including, without limitation the provision of any products or services to such customers. These obligations will survive any termination of Client’s Maintenance Service Account or Client’s use of their Hosting Service and Client Sites. To the fullest extent permitted by law, the foregoing indemnity will apply regardless of any fault, negligence, or breach of warranty or contract of Breakpoint and/or its suppliers, licensors, affiliates, partners, subsidiaries, owners, and employees.

Limitation of Liability

Notwithstanding anything to the contrary in this agreement or otherwise, in no event shall BP and/or its affiliates, licensors, or suppliers be liable for any indirect, punitive, special, incidental or consequential, or any other damages of any kind, arising out of or in connection with this agreement, including, but not limited to, damages of any kind, under any legal theory, for harm caused by or related to the customer’s services or inability to utilize the services, including any direct, indirect, special, incidental, consequential or punitive damages, including but not limited to, personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, for loss of use, data, or profits (however arising, including negligence) even if BP or any of such parties has been advised of the possibility of damages. In addition, without limiting the generality of the foregoing or any other provision in this agreement, in no event shall BP and/or its affiliates, licensors, or suppliers be liable in any respect arising out of or in connection with (a) the use or inability to use the hosting service or client sites, (b) the provision of or failure to provide services to client sites, (c) any client content or other information, software, products, services or related graphics obtained or provided through the hosting service or client sites or otherwise arising out of the creation, use or maintenance of the hosting service or client sites, (d) statements or conduct of member or any third party on or with respect to the hosting service or client sites, or (e) any domain name disputes arising from or relating to a domain name selected by client for use with the client site. The foregoing disclaimer of liability is effective without regard to the form of any action, including, but not limited to, contract, negligence, tort, strict liability, or any other theory. Some jurisdictions do not allow the limitation of liability, so the foregoing limitation may not apply to client.

IN NO EVENT SHALL BREAKPOINT’S AGGREGATE LIABILITY TO CLIENT AND/OR ANY THIRD PARTY ARISING FROM OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNT CLIENT ACTUALLY PAID TO BREAKPOINT FOR LABOR (ALL HARD COSTS ARE EXCLUDED) UNDER THIS AGREEMENT DURING THE PAST SIX (6) MONTHS PRECEDING THE DATE THE CLAIM AROSE OR FIVE HUNDRED DOLLARS ($500), WHICHEVER IS LESS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER BREAKPOINT NOR ANY OF ITS AFFILIATES, LICENSORS, OR SUPPLIERS IS OR SHALL BE RESPONSIBLE FOR ANY CLIENT CONTENT OR OTHER CLIENT DATA RESIDING ON OR ARISING FROM THE HOSTING SERVICE, ANY CLIENT SITE, OR ANY HARDWARE OF BP OR ITS SUPPLIERS. IT IS THE CLIENT’S RESPONSIBILITY TO TAKE THE NECESSARY STEPS TO ENSURE THAT CLIENT’S PRIMARY MEANS OF BUSINESS IS MAINTAINED (IF APPLICABLE). THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Governing Law & Dispute Resolution

This Agreement is governed by the laws of the State of California, USA. All work shall be considered performed in Sacramento, CA. Disputes will first be addressed through mediation in Sacramento, CA, with costs shared equally. If unresolved within 60 days, either party may pursue legal action only in local Sacramento courts.

Disclaimer of Warranties

All services are provided “as is” and without warranties, express or implied, including but not limited to fitness for a particular purpose.

Severability & Entire Agreement

If any provision is deemed invalid, the remainder of this Agreement remains in effect. This Agreement, along with the Project Estimate/Proposal, constitutes the entire agreement between the parties.

Modifications

This Agreement may not be changed or modified except in writing signed by both the parties. Neither Breakpoint nor the Client may assign this Agreement without the prior written consent of the other.

Acknowledgment

By signing a project estimate/proposal or submitting payment, Client affirms that they have read, understood, and agreed to these Terms of Service – and the all other terms published herein that may be applicable.

Contact Info

Breakpoint WP
1125 Los Robles Blvd. Ste. B
Sacramento, CA 95838
(530) 559-9432
info@breakpointwp.com

 © 2025 Breakpoint | All rights Reserved. | Terms updated: 11/29/2025