TERMS AND CONDITIONS

Last Updated: January 31, 2026

1. ACCEPTANCE OF TERMS

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Mangold Digital Media LLC, a Texas Limited Liability Company ("Company," "we," "us," or "our"). By accessing our website, engaging our services, or executing a service agreement, you acknowledge that you have read, understood, and agree to be bound by these Terms.

If you do not agree to these Terms, you must immediately cease all use of our website and services.

2. SERVICES PROVIDED

Mangold Digital Media LLC provides social media marketing strategy, consulting, and fractional CMO services ("Services"). All Services are provided subject to the terms of individual Service Agreements, Statements of Work, or proposals accepted by Client.

2.1 Service Scope

• Social media strategy development and consulting
• Marketing campaign planning and execution
• Fractional Chief Marketing Officer services
• Social media account management and optimization
• Marketing analytics and reporting
• Other marketing-related professional services as agreed in writing

2.2 Service Modifications

We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time with reasonable notice to active Clients.

3. CLIENT OBLIGATIONS AND REPRESENTATIONS

3.1 Client Warranties

By engaging our Services, you represent and warrant that:

• You have the legal authority to enter into this agreement
• You own or have proper authorization for all content, accounts, and materials provided to us
• All information provided to us is accurate, current, and complete
• Your business operations comply with all applicable laws and regulations
• You will not use our Services for any unlawful or prohibited purpose

3.2 Client Responsibilities

You agree to:

• Provide timely access to necessary accounts, platforms, and information
• Respond to requests for information or approvals within agreed timeframes
• Maintain the confidentiality of any login credentials we provide
• Review and approve deliverables within specified timeframes
• Comply with all applicable laws, regulations, and platform terms of service

3.3 Account Access

When you provide us with access to your social media accounts, advertising platforms, or other business systems, you acknowledge that:

• You remain solely responsible for all activity on those accounts
• We are acting as your authorized agent only for agreed-upon Services
• You will immediately notify us if you revoke our access or suspect unauthorized activity
• We are not liable for any actions taken by third parties who gain access to accounts through your negligence

4. FEES AND PAYMENT

4.1 Payment Terms

• All fees are as specified in your Service Agreement or accepted proposal
• Payment is due according to the schedule outlined in your Service Agreement
• Late payments may incur a fee of 1.5% per month (18% annually) or the maximum allowed by law
• We reserve the right to suspend Services for accounts more than 15 days past due

4.2 Payment Processing

• Payments are processed through third-party payment processors (such as Stripe)
• You agree to pay all applicable fees, taxes, and transaction costs
• All fees are non-refundable except as expressly stated in your Service Agreement

4.3 Expense Reimbursement

Unless otherwise agreed in writing, any third-party costs, advertising spend, or tools required for your project are the Client's responsibility and will be billed separately or reimbursed.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 Client Materials

You retain all ownership rights to materials, content, and intellectual property you provide to us ("Client Materials"). By providing Client Materials, you grant us a non-exclusive, worldwide license to use, reproduce, modify, and display such materials solely for the purpose of providing Services to you.

5.2 Company Work Product

Upon full payment of all fees, you will own the final deliverables specifically created for you under your Service Agreement ("Work Product"). Until full payment is received, we retain all rights to Work Product.

5.3 Company IP and Pre-Existing Materials

We retain all rights to:

• Our methodologies, processes, strategies, and frameworks
• Pre-existing materials, templates, and tools
• Any modifications or improvements to our pre-existing materials
• General knowledge, skills, and experience gained during the engagement

5.4 Portfolio and Marketing Rights

Unless you explicitly opt out in writing, you grant us the right to:

• List you as a client for portfolio and marketing purposes
• Display non-confidential Work Product as examples of our work
• Use anonymized case studies and results data

6. CONFIDENTIALITY

6.1 Confidential Information

Both parties agree to maintain the confidentiality of all proprietary and confidential information disclosed during the engagement, including but not limited to:

• Business strategies, financial data, and marketing plans
• Customer lists, revenue figures, and business metrics
• Login credentials and account access information
• Unpublished content, campaigns, and creative materials

6.2 Exceptions

Confidential Information does not include information that:

• Is or becomes publicly available through no breach of this agreement
• Was rightfully possessed prior to disclosure
• Is independently developed without use of Confidential Information
• Must be disclosed by law or court order

6.3 Duration

Confidentiality obligations survive termination of the service relationship for a period of three (3) years.

7. LIMITATION OF LIABILITY

7.1 NO WARRANTIES

7.2 Results Disclaimer

We do not guarantee specific results, outcomes, revenue, rankings, follower growth, engagement rates, or return on investment. Marketing results depend on numerous factors beyond our control, including but not limited to market conditions, product quality, pricing, competition, platform algorithm changes, and client execution.

7.3 Limitation of Damages

7.4 Cap on Liability

7.5 Third-Party Platforms

We are not responsible for:

• Changes to social media platform algorithms, policies, or terms of service
• Account suspensions, restrictions, or deletions by third-party platforms
• Third-party platform outages, bugs, or technical issues
• Actions taken by platform moderators or automated systems

8. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Mangold Digital Media LLC, its owners, employees, contractors, and agents from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from:

• Your breach of these Terms or any Service Agreement
• Your violation of any law, regulation, or third-party rights
• Content, materials, or instructions you provide to us
• Your use of Work Product or Services
• Any claim that Client Materials infringe third-party intellectual property rights

9. TERM AND TERMINATION

9.1 Term

These Terms remain in effect for as long as you use our website or engage our Services.

9.2 Service Agreement Term

Individual Service Agreements specify their own term and termination provisions.

9.3 Termination for Convenience

Unless otherwise specified in your Service Agreement, either party may terminate the service relationship with thirty (30) days' written notice.

9.4 Termination for Cause

Either party may terminate immediately if the other party:

• Materially breaches these Terms or the Service Agreement
• Fails to cure a breach within fifteen (15) days of written notice
• Becomes insolvent or files for bankruptcy

9.5 Effect of Termination

Upon termination:

• You remain obligated to pay all fees for Services rendered through the termination date
• We will cease work and return or destroy Client Materials as requested
• We retain the right to withhold Work Product until all fees are paid
• Sections relating to payment, intellectual property, confidentiality, limitation of liability, and indemnification survive termination

10. DISPUTE RESOLUTION

10.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law provisions.

10.2 Venue

Any legal action arising from these Terms or our Services shall be brought exclusively in the state or federal courts located in Travis County, Texas. You consent to the personal jurisdiction of such courts.

10.3 Informal Resolution

Before initiating any formal legal proceedings, the parties agree to attempt to resolve disputes through good-faith negotiation for a period of thirty (30) days.

10.4 Arbitration

If informal resolution fails, disputes shall be resolved through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall take place in Travis County, Texas. The arbitrator's decision shall be final and binding, and judgment may be entered in any court of competent jurisdiction.

10.5 Exceptions to Arbitration

Either party may seek injunctive relief in court to protect intellectual property rights or confidential information without first pursuing arbitration.

10.6 Class Action Waiver

11. FORCE MAJEURE

Neither party shall be liable for any failure or delay in performance due to circumstances beyond their reasonable control, including but not limited to acts of God, war, terrorism, pandemic, government restrictions, power failures, or internet service disruptions.

12. INDEPENDENT CONTRACTOR

Our relationship is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship. Neither party has authority to bind the other or incur obligations on the other's behalf.

13. ASSIGNMENT

You may not assign or transfer these Terms or any Service Agreement without our prior written consent. We may assign our rights and obligations to any successor entity or in connection with a merger, acquisition, or sale of assets.

14. SEVERABILITY

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

15. ENTIRE AGREEMENT

These Terms, together with any executed Service Agreement, constitute the entire agreement between you and Mangold Digital Media LLC regarding the subject matter herein and supersede all prior agreements, understandings, and communications.

16. MODIFICATIONS

We reserve the right to modify these Terms at any time. Material changes will be communicated to active Clients via email at least thirty (30) days before taking effect. Continued use of our Services after changes take effect constitutes acceptance of the modified Terms.

17. WAIVER

Our failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision. Any waiver must be in writing and signed by an authorized representative.

18. NOTICES

19. CONTACT INFORMATION

For questions about these Terms, please contact us at info@thesocialgrowthgroup.com.

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