Effective Date: 01.01.2025
These Terms of Service (“Agreement”) govern all services provided by Softline Solutions (“Softline,” “Company,” “we,” or “us”) to the Client (“Client”).
By engaging Softline Solutions via proposal, electronic acceptance, website signup, invoice payment, or written agreement, Client agrees to be bound by these Terms.
1. ENGAGEMENT
Client retains Softline Solutions to provide digital marketing, advertising, optimization, consulting, and related services, which may include but are not limited to:
- Search Engine Optimization (SEO)
- Paid Search / PPC Management (Google, Microsoft, Meta, YouTube, Display, etc.)
- Organic Social Media Strategy & Management
- Digital Marketing Consulting
- Conversion Rate Optimization (CRO)
- Analytics & Reporting
- Website Strategy & Content Development
Softline accepts such engagement subject strictly to this Agreement.
2. SCOPE OF SERVICES
The specific scope of services, deliverables, pricing, and timelines shall be outlined in:
- A signed proposal
- An executed Statement of Work (SOW)
- Website checkout/signup
- Email confirmation
- Or invoice acceptance
Softline reserves the right to determine the methodology, strategy, implementation approach, tools, platforms, and optimization techniques used to fulfill services.
Softline is not obligated to perform services outside the defined scope unless agreed to in writing.
3. TERM & TERMINATION
Term
This Agreement begins upon acceptance and continues month-to-month unless otherwise specified in writing.Minimum Commitment
If a minimum term is specified in the proposal, Client is financially responsible for the full minimum term regardless of early cancellation.Cancellation
Client must provide 30 days written notice of cancellation via email to Softline.
- Verbal cancellations are invalid.
- All fees during the 30-day notice period are fully billable.
- No partial month refunds will be issued.
Softline reserves the right to terminate services at its discretion for:
- Non-payment
- Breach of agreement
- Abusive behavior
- Fraudulent activity
- Legal or compliance risk
Upon termination, all outstanding balances become immediately due.
4. FEES, BILLING & PAYMENT TERMS
- All services are billed in advance.
- Monthly recurring fees are automatically charged to the payment method on file.
- Client authorizes automatic billing.
- Client is responsible for keeping payment information current.
No Refund Policy
All payments are non-refundable, including:- Setup fees
- Monthly retainers
- Consulting fees
- Management fees
- Creative production fees
- Performance dissatisfaction
- Algorithm changes
- Platform suspensions
- Market shifts
- Business performance
Chargebacks
Client agrees not to initiate chargebacks.
If a chargeback occurs:
- Client owes full disputed amount
- Plus $250 administrative fee
- Plus legal and collection costs
Late payments accrue 1.5% interest per month (18% annually).
Client agrees to pay all collection costs and attorney fees if enforcement becomes necessary.
5. INTELLECTUAL PROPERTY
Ownership
Unless otherwise agreed in writing:- All strategies, campaigns, frameworks, systems, data models, optimization structures, ad structures, keyword research, and proprietary methodologies remain exclusive property of Softline Solutions.
- All created content, ad copy variations, landing page strategy, tracking configurations, and analytics frameworks remain property of Softline unless fully paid for under a separate written buyout agreement.
Domains
If Softline purchases or registers a domain:- It remains Softline property unless transferred via written agreement.
- Transfer fee within first 12 months: $399
- After 12 months: transfer fee may be waived at Softline’s discretion.
Data Access
Softline retains the right to maintain manager-level access to advertising platforms for compliance and continuity.6. PERFORMANCE DISCLAIMER
Client acknowledges:
- Digital marketing performance cannot be guaranteed.
- Search engines and advertising platforms are independent entities.
- Algorithms change without notice.
- Competitor activity impacts results.
- Economic and seasonal factors impact performance.
Softline does not guarantee:
- Rankings
- Traffic volume
- Leads
- Sales
- Revenue
- ROAS
- CPC stability
- Platform approval
All services are performed on a best-efforts basis.
7. SEO SERVICES SPECIFIC TERMS
- Keywords may be finalized by Softline if Client fails to respond within 7 days.
- Search engines may change rankings at any time.
- Softline is not responsible for:
- Prior SEO penalties
- Manual actions
- Toxic backlinks
- Historical domain issues
- Website technical limitations
- Developer errors
- Hosting failures
- CMS restrictions
Softline does not guarantee first-page rankings or specific keyword placement.
8. PAID SEARCH / PPC SERVICES TERMS
Budget Responsibility
Client must provide:
- Advertising budget
- Billing access
- Platform permissions
Softline management fees do not include media spend.
Media spend is billed directly by platforms unless otherwise agreed.
Budget Variance
Client acknowledges ad platforms may exceed daily budgets by up to 20%.Ad Creation Authority
Softline may create, modify, pause, or remove ads without prior approval unless otherwise agreed.Platform Risk
Softline is not liable for:- Account suspensions
- Policy violations
- Ad disapprovals
- CPC fluctuations
- Auction volatility
- Platform outages
9. ORGANIC SOCIAL MEDIA TERMS
Softline provides strategy, posting, optimization, and advisory services.
Softline does not guarantee:
- Follower growth
- Engagement levels
- Virality
- Sales
Platform algorithm shifts are beyond Softline’s control.
Client is responsible for legal compliance of all claims made in content.
10. CONSULTING SERVICES
Consulting includes advisory, strategic recommendations, audits, and performance analysis.
Client acknowledges:
- Implementation responsibility remains with Client unless separately contracted.
- Consulting outcomes depend on Client execution quality.
- No guarantee of business growth or revenue impact.
11. CLIENT RESPONSIBILITIES
Client agrees to:
- Provide timely access to accounts
- Provide accurate business information
- Maintain website hosting and technical stability
- Approve content when required
- Maintain compliance with applicable laws
- Avoid unauthorized campaign modifications
Unauthorized changes that impact performance release Softline from liability.
12. INDEMNIFICATION
Client agrees to indemnify and hold harmless Softline Solutions and its employees, contractors, affiliates, and partners from:
- Claims
- Losses
- Legal actions
- Platform penalties
- Copyright disputes
- Regulatory violations
- Client advertising claims
13. LIMITATION OF LIABILITY
To the maximum extent permitted by law:
Softline’s total liability shall not exceed the total fees paid by Client in the prior 60 days.
Softline shall not be liable for:
- Lost profits
- Lost revenue
- Business interruption
- Data loss
- Indirect damages
- Consequential damages
14. FORCE MAJEURE
Softline shall not be liable for failure or delay caused by:
- Natural disasters
- Government action
- Platform outages
- Internet disruption
- Cyberattacks
- Labor disputes
- Acts of God
15. MODIFICATIONS
Softline reserves the right to update these Terms at any time. Continued use of services constitutes acceptance of updated Terms.
16. GOVERNING LAW
This Agreement shall be governed by the laws of the State of California.
Any disputes shall be resolved in Los Angeles County, California.
17. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements, verbal or written.