Terms & Conditions

Frostbite Marketing LLC
Effective Date: June 20th, 2025

These Terms & Conditions (“Agreement”) govern the provision of digital marketing services (“Services”) by Frostbite Marketing LLC, a Nevada limited liability company with its principal place of business in Henderson, Nevada (“Frostbite”, “we”, “us”, or “our”), to the client executing a service order, proposal, or statement of work that references these Terms & Conditions (“Client”, “you”, or “your”). By engaging our Services, you agree to be bound by this Agreement.

1. Services

Frostbite provides a full suite of digital marketing services on a monthly retainer basis, including but not limited to:

  • Search Engine Optimization (SEO)

  • Pay-Per-Click Advertising (PPC / Google Ads, Facebook Ads, etc.)

  • Social Media Management & Advertising

  • Website Design, Development & Maintenance

  • Reputation Management

  • Local Listings Management

  • Email Marketing

  • Content Creation

  • CRM Setup & Management

  • Graphic Design

  • Any other related digital marketing or advertising services agreed in writing

All Services are performed on a non-exclusive basis unless otherwise agreed in writing.

2. Term & Minimum Commitment

The initial term begins on the date the first payment is processed and continues for the minimum commitment period specified in your service proposal (typically a minimum of 3 months; longer commitments of 6–12 months may apply to larger scopes).

After the initial term, the Agreement automatically renews on a month-to-month basis until terminated in accordance with Section 7.

3. Fees & Payment Terms

3.1 All monthly retainer fees and any one-time setup fees must be paid in full upfront for each billing cycle.
3.2 Frostbite will auto-bill your chosen payment method (ACH, wire transfer, debit card, or credit card) on the renewal date each month.
3.3 Client is solely responsible for all third-party advertising spend (e.g., Google Ads, Facebook Ads, etc.). Frostbite purchases all advertising on Client’s behalf and invoices Client in advance for the full estimated or actual ad spend plus any applicable management fees. All ad spend and fees are non-refundable once paid.
3.4 All payments are final and non-refundable. There are no refunds or credits for partial months, downtime, or unused services.
3.5 Overdue amounts accrue late fees of 5% of the outstanding balance plus interest at the maximum rate permitted by Nevada law (currently the prime rate at Nevada’s largest bank + 2% per NRS 99.040, or any higher rate the parties may agree). Frostbite may suspend all Services without notice until payment is made current.

4. No Guarantees or Refunds

Frostbite does not guarantee any specific results (e.g., rankings, traffic, leads, sales, or ROI). Digital marketing and advertising results depend on many factors outside our control, including platform algorithm changes, competition, and market conditions.

All fees and ad spend are non-refundable under any circumstances.

5. Client Responsibilities

5.1 You must promptly provide all necessary access, logins, content, approvals, and materials required to perform the Services. Delays caused by you may result in postponed delivery without extension of deadlines or reduction in fees.
5.2 During the term of this Agreement, you agree to work exclusively with Frostbite for all digital marketing and advertising services related to the accounts and campaigns we manage. Engaging another agency or freelancer for overlapping services constitutes a material breach.

6. Ownership & Handover

6.1 All creative work, graphics, content, websites, and strategies created by Frostbite remain our property until all invoices are paid in full.
6.2 Upon termination and full payment of all outstanding amounts, Client owns the final deliverables and content.
6.3 For handover of any account access, website files, graphics, ad accounts, or other assets, Client must pay a handover/administrative fee of $250 per item/account. Frostbite is not obligated to provide handover until this fee is paid.

7. Termination

7.1 After the initial minimum commitment period, either party may terminate this Agreement by providing written notice at least 30 days prior to the next billing cycle.
7.2 If termination occurs during the initial term, Client remains liable for the full remaining commitment period.
7.3 Upon termination:

  • All outstanding fees and ad spend become immediately due.

  • Frostbite will continue running active advertising campaigns until any pre-paid ad budget is exhausted (at normal spend rates). No refunds for unused ad budget.

  • Frostbite may immediately suspend all access and Services.
    7.4 Frostbite may terminate immediately for non-payment, breach, or if continued Services would violate any law or third-party terms.

8. Limitation of Liability & Disclaimers

8.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, FROSTBITE’S TOTAL LIABILITY FOR ANY CLAIM ARISING FROM THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO FROSTBITE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
8.2 IN NO EVENT SHALL FROSTBITE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING LOST PROFITS, LOSS OF BUSINESS, OR DATA LOSS), EVEN IF ADVISED OF THE POSSIBILITY.
8.3 Services are provided “AS-IS.” Frostbite disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement.
8.4 Frostbite is not responsible for changes made by third-party platforms (Google, Facebook, etc.), account suspensions, ad disapprovals, or any actions beyond our reasonable control.

9. Indemnification

Client agrees to indemnify, defend, and hold harmless Frostbite, its officers, employees, and agents from any claims, losses, liabilities, damages, or expenses (including reasonable attorneys’ fees) arising from:
(i) Client-provided content or materials;
(ii) Client’s products/services;
(iii) Client’s violation of third-party rights or laws; or
(iv) Client’s breach of this Agreement.

10. Governing Law & Dispute Resolution

This Agreement is governed by the laws of the State of Nevada without regard to conflict of laws principles. Any dispute arising from this Agreement shall be resolved exclusively in the state or federal courts located in Clark County, Nevada. Each party waives any objection to venue or inconvenience of forum.

11. Miscellaneous

11.1 This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements.
11.2 No amendment is valid unless in writing signed by both parties.
11.3 If any provision is held unenforceable, the remainder remains in full force.
11.4 Frostbite may assign this Agreement; Client may not without prior written consent.
11.5 Force Majeure: Frostbite is not liable for delays or failures caused by events beyond our reasonable control.

By making payment or commencing Services, you acknowledge that you have read, understood, and agree to these Terms & Conditions.

Frostbite Marketing LLC
799 Middlegate Rd. Ste E
Henderson, NV 89011
www.frostbitemarketing.com