These Terms of Service (“Terms”) govern your access to and use of the website located at https://agencyuser.com (the “Website”) and the white-label digital marketing services (the “Services”) provided by Agency User LLC (“Agency User,” “we,” “us,” or “our”). By accessing the Website or engaging our Services, you (“you,” “Client,” or “Partner”) agree to be bound by these Terms. If you do not agree, do not use the Website or the Services.
1. About Us
Agency User LLC is a limited liability company organized under the laws of the State of Wyoming, with its principal address at 1908 Thomes Ave, Suite 36540, Cheyenne, WY 82001. We provide white-label digital marketing solutions, which may include search optimization, paid advertising, social media management, email marketing, website design and development, and related services.
2. Eligibility and Acceptance
You must be at least 18 years old and have the legal authority to enter into these Terms, whether on your own behalf or on behalf of an entity you represent. If you are agreeing to these Terms on behalf of an organization, you represent that you have authority to bind that organization.
3. Scope of Services
The specific Services, deliverables, timelines, and fees will be described in one or more separate written agreements, proposals, or statements of work (“SOWs”) agreed between you and Agency User. In the event of a conflict between these Terms and a signed SOW, the SOW controls with respect to the subject matter it addresses. We may engage qualified subcontractors or third-party platforms (such as advertising and analytics providers) to deliver the Services.
4. White-Label Arrangement
Where you engage us on a white-label basis, you may present the Services and deliverables to your own clients under your brand. You are solely responsible for your relationships, contracts, and communications with your clients, including any representations you make about the Services. You agree not to misrepresent the nature, results, or guarantees of the Services to your clients.
5. Client Responsibilities
- Provide accurate, complete, and timely information, access, assets, and approvals necessary for us to perform the Services;
- Ensure that any content, data, or materials you provide do not infringe the rights of others and comply with applicable laws;
- Obtain all necessary consents and permissions, including for the collection and use of end-user data in connection with campaigns;
- Maintain the confidentiality of any account credentials and promptly notify us of any unauthorized use; and
- Comply with the policies and terms of any third-party platforms used in connection with the Services (for example, Google and Meta advertising policies).
6. Fees and Payment
Fees for the Services are set out in the applicable SOW or invoice. Unless otherwise stated:
- Invoices are due upon receipt or within the period specified on the invoice;
- Setup fees, deposits, and prepaid amounts are non-refundable once work has commenced;
- Advertising media spend, third-party platform costs, and pass-through expenses are your responsibility and are billed separately from our service fees;
- We may suspend or terminate Services for accounts that are past due; and
- You are responsible for any applicable taxes, excluding taxes based on our net income.
7. Intellectual Property
As between the parties, and subject to full payment of applicable fees, final deliverables created specifically for you under an SOW are assigned to you upon payment. Agency User retains all rights to its pre-existing materials, proprietary tools, methodologies, templates, software, know-how, and general skills and experience, including any improvements to the foregoing. We may use general, non-confidential knowledge gained during the engagement. All Agency User trademarks, logos, and branding remain our property.
8. Acceptable Use
You agree not to, and not to permit others to:
- Use the Website or Services for any unlawful, fraudulent, deceptive, or harmful purpose;
- Infringe or misappropriate the intellectual property or privacy rights of others;
- Transmit malware, spam, or other harmful or unsolicited content;
- Attempt to gain unauthorized access to, interfere with, or disrupt the Website, Services, or related systems;
- Reverse engineer, scrape, or copy any part of the Website or Services except as permitted by law; or
- Engage in any activity that violates the terms of third-party platforms used to deliver the Services.
9. Performance and No Guarantee of Results
Digital marketing outcomes depend on many factors outside our control, including market conditions, competition, and third-party platform policies and algorithms. While we apply industry best practices and reasonable professional efforts, we do not guarantee any specific results, rankings, traffic, conversions, or revenue. Any statistics, examples, or projections are illustrative only and are not promises of future performance.
10. Third-Party Services and Platforms
The Services may rely on or integrate with third-party platforms and tools. Your use of those platforms is subject to their respective terms and policies, and we are not responsible for their acts, omissions, availability, pricing changes, or policy changes. We are not liable for any losses arising from third-party platform decisions, including account suspensions or ad disapprovals.
11. Confidentiality
Each party may receive confidential information of the other. Each party agrees to use the other party’s confidential information solely to perform under these Terms and to protect it with at least the same degree of care it uses for its own confidential information. This obligation does not apply to information that is publicly available, independently developed, or rightfully received from a third party without a duty of confidentiality.
12. Warranty Disclaimer
THE WEBSITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE WEBSITE OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.
13. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, AGENCY USER AND ITS OWNERS, OFFICERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES. OUR TOTAL AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO AGENCY USER FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
14. Indemnification
You agree to indemnify, defend, and hold harmless Agency User and its owners, officers, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your use of the Website or Services; (b) content, data, or materials you provide; (c) your relationships and communications with your own clients; or (d) your breach of these Terms or violation of applicable law or third-party rights.
15. Term and Termination
These Terms remain in effect while you use the Website or Services. Either party may terminate an engagement as set out in the applicable SOW, or, absent an SOW, upon thirty (30) days’ written notice. We may suspend or terminate access immediately for non-payment or for any breach of these Terms. Upon termination, you remain responsible for fees and costs incurred through the effective date of termination. Sections that by their nature should survive termination will survive.
16. Governing Law and Dispute Resolution
These Terms are governed by the laws of the State of Wyoming, without regard to its conflict of laws principles. Subject to the following, the state and federal courts located in Laramie County, Wyoming will have exclusive jurisdiction over any dispute not subject to arbitration, and the parties consent to venue and personal jurisdiction there.
Informal resolution. Before initiating formal proceedings, the parties agree to attempt in good faith to resolve any dispute through direct negotiation.
Arbitration. To the extent permitted by law, any dispute that cannot be resolved informally will be settled by binding arbitration administered in Cheyenne, Wyoming, on an individual basis. You and Agency User waive the right to a jury trial and to participate in a class action.
17. Force Majeure
We will not be liable for any delay or failure to perform resulting from causes beyond our reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, governmental actions, internet or utility failures, or third-party platform outages.
18. Changes to These Terms
We may modify these Terms from time to time. When we make material changes, we will update the “Effective Date” above and, where appropriate, provide additional notice. Your continued use of the Website or Services after changes take effect constitutes acceptance of the revised Terms.
19. Miscellaneous
These Terms, together with any applicable SOW, constitute the entire agreement between the parties regarding the subject matter and supersede all prior agreements. If any provision is found unenforceable, the remaining provisions will remain in full effect. Our failure to enforce any provision is not a waiver. You may not assign these Terms without our prior written consent; we may assign these Terms in connection with a merger, acquisition, or sale of assets.
20. Contact Us
If you have questions about these Terms, please contact us:
Agency User LLC
1908 Thomes Ave, Suite 36540
Cheyenne, WY 82001
Phone: 725-550-5775
Email: [email protected]