MakeWay Digital LLC
TERMS AND CONDITIONS
These Terms and Conditions ("Terms") govern your access to and use of the website makeway.digital and the marketing and lead generation services (collectively, the "Services") provided by MakeWay Digital LLC ("Company," "we," "us," or "our"). Please read these Terms carefully before using our Services.
By accessing our Website, submitting an application, or entering into a services agreement with us, you agree to be bound by these Terms. If you do not agree, you may not access or use our Website or Services.
1. Acceptance of Terms
These Terms constitute a binding legal agreement between you (the "Client" or "you") and MakeWay Digital LLC. By clicking "I agree," submitting an application, executing a services agreement, or otherwise using our Services, you represent that you are at least 18 years old, have the legal authority to enter into this agreement on behalf of yourself or the business you represent, and agree to comply with these Terms.
2. Description of Services
MakeWay Digital LLC provides digital marketing and lead generation services designed specifically for home services businesses, including but not limited to roofing, solar, siding, bathroom renovation, HVAC, and window replacement companies. Our Services may include:
● Design and management of paid advertising campaigns on Meta (Facebook and Instagram) and Google Ads;
● Creation and management of landing pages and lead capture forms;
● Development of ad creatives, copy, and visual assets;
● Delivery of exclusive leads to the Client, in accordance with the Lead Exclusivity Clause below;
● Campaign analytics, performance reporting, and optimization;
● Related consulting and strategic advisory services as agreed upon in writing.
The specific scope of Services provided to each Client will be defined in a separate services agreement or proposal.
3. Client Responsibilities
As a Client, you agree to:
● Provide accurate, complete, and current information about your business, contact details, and marketing objectives;
● Grant Company all necessary access, credentials, and permissions to your advertising accounts (including but not limited to Meta Business Manager, Google Ads, and any other platforms required to deliver the Services);
● Respond promptly to leads and inquiries generated through the Services, understanding that lead conversion depends on your team's ability to follow up, qualify, and close;
● Comply with all applicable laws, regulations, and platform policies (including but not limited to Meta and Google advertising policies);
● Provide accurate representation of your business, services, licenses, and any claims made in marketing materials;
● Pay all fees due in accordance with the payment terms set forth in your services agreement.
4. Payment Terms
Services are provided on a monthly subscription basis unless otherwise specified in a written agreement. All fees are billed in advance and processed through Stripe. By providing payment information, you authorize Company to charge the applicable fees to your designated payment method on the agreed billing cycle.
Unless otherwise stated in your services agreement:
● All fees are non-refundable except as specifically provided in Section 5 below;
● Fees are exclusive of any applicable taxes, which shall be the responsibility of the Client;
● Company reserves the right to modify pricing with at least thirty (30) days' written notice to the Client;
● Late or failed payments may result in suspension or termination of Services at Company's discretion.
5. Cancellation, Refunds, and Guarantees
You may cancel your subscription at any time by providing written notice to Company at least thirty (30) days before your next billing cycle. Upon cancellation, Services will continue through the end of the then-current billing period, and no partial refunds will be issued.
Performance Guarantee: [GUARANTEE CLAUSE — TO BE FILLED] This section is reserved for a future performance guarantee to be defined and inserted by Company. Until this section is completed, no specific guarantee is offered beyond the terms expressly stated in a signed services agreement.
6. Intellectual Property and Ownership
Client Ownership of Marketing Assets. Subject to full payment of all fees due, the Client owns all right, title, and interest in and to the advertising campaigns, ad creatives, landing pages, and dashboards that Company creates and manages within the Client's own advertising accounts (including but not limited to the Client's own Meta Business Manager and Google Ads accounts). Upon termination of the services relationship, the Client retains full access to and ownership of these assets within their own platform portfolios.
Company Retained Rights. Notwithstanding the foregoing, Company retains all right, title, and interest in and to its proprietary methodologies, frameworks, benchmark data, templates, aggregated performance data, internal tools, and any pre-existing intellectual property used to deliver the Services. Nothing in these Terms transfers ownership of such proprietary materials to the Client.
7. Third-Party Advertising Platforms
Our Services require the use of third-party advertising platforms, including but not limited to Meta Ads (Facebook and Instagram) and Google Ads. By engaging our Services, you authorize Company to:
● Access and manage your accounts on such platforms on your behalf;
● Create, launch, modify, pause, and terminate advertising campaigns;
● Spend advertising budgets as agreed in writing with the Client;
● Access performance data and analytics necessary to deliver and optimize the Services.
You acknowledge and agree that the Client is solely responsible for advertising spend charged directly by these third-party platforms to the Client's payment methods, and that such spend is separate from and in addition to Company's service fees. Company is not liable for changes in platform policies, algorithm updates, account suspensions, or other actions taken by third-party platforms.
8. Lead Exclusivity
Exclusive Leads. A core feature of our Services is the delivery of exclusive leads. Any lead generated on behalf of a specific Client through campaigns run by Company is delivered exclusively to that Client. Company does not resell, redistribute, or share leads with other clients, third parties, or lead marketplaces. Each lead belongs solely to the Client for whom it was generated.
9. Performance Disclaimer and ROI
No Guarantee of Individual ROI. Company provides marketing and lead generation services designed to deliver exclusive, qualified leads to Clients. However, the actual return on investment (ROI), lead-to-appointment conversion rate, appointment-to-sale conversion rate, and revenue outcomes depend on numerous factors outside Company's control, including but not limited to: the Client's sales process, the quality and responsiveness of the Client's sales representatives, pricing, service delivery, market conditions, seasonality, and competition.
Company guarantees the delivery of exclusive leads as agreed in the applicable services agreement; Company does not guarantee any specific financial outcome, individual ROI, close rate, or revenue result. Any performance examples, case studies, or projected outcomes shared in marketing materials or during sales conversations are illustrative and are not representations, warranties, or guarantees of future performance for any specific Client.
10. Warranties and Disclaimers
EXCEPT AS EXPRESSLY SET FORTH IN A SIGNED SERVICES AGREEMENT, THE SERVICES AND THE WEBSITE ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY SPECIFIC RESULTS WILL BE ACHIEVED.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE TO CLIENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL COMPANY'S TOTAL AGGREGATE LIABILITY EXCEED THE TOTAL FEES PAID BY CLIENT TO COMPANY IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
12. Indemnification
You agree to indemnify, defend, and hold harmless Company, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, liabilities, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Services or the Website; (b) any breach by you of these Terms or any representation, warranty, or covenant made by you; (c) content, information, or materials you provide to Company for use in your marketing campaigns; (d) your business operations, service delivery to your customers, or licensing/compliance obligations; or (e) your violation of any applicable law or third-party rights.
13. Termination
Either party may terminate the services relationship at any time by providing thirty (30) days' written notice to the other party, subject to the cancellation terms in Section 5. Company reserves the right to suspend or terminate Services immediately, without notice, in the event of: (i) non-payment of fees; (ii) material breach of these Terms; (iii) violation of any advertising platform policies that endangers Company's accounts or business operations; or (iv) any conduct by Client that, in Company's reasonable judgment, harms or threatens to harm Company's reputation, systems, or clients.
Upon termination, all rights granted to Client under these Terms shall terminate, except that Client shall retain access to marketing assets within its own advertising accounts as described in Section 6. Provisions of these Terms that by their nature should survive termination shall survive.
14. Dispute Resolution and Arbitration
Binding Arbitration. Any dispute, controversy, or claim arising out of or relating to these Terms or the Services shall be resolved exclusively through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in the State of Florida, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
Waiver of Class Actions. You and Company each agree that any dispute resolution proceedings will be conducted only on an individual basis and not as a class, consolidated, or representative action.
Injunctive Relief. Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction to prevent irreparable harm or to protect intellectual property rights, pending the outcome of arbitration.
15. Governing Law
These Terms shall be governed by and construed in accordance with the laws of the State of Florida, United States, without regard to its conflict of law principles. Subject to the arbitration provisions in Section 14, any legal action or proceeding shall be brought exclusively in the state or federal courts located in Florida.
16. Modifications to Terms
Company reserves the right to modify these Terms at any time. Any changes will be posted on our Website with an updated "Effective Date." Continued use of the Website or Services after such modifications constitutes your acceptance of the revised Terms. Material changes to the Terms affecting active Clients will be communicated in writing with at least thirty (30) days' notice.
17. Assignment
You may not assign, transfer, or delegate these Terms or any of your rights or obligations hereunder without the prior written consent of Company. Company may assign these Terms and its rights and obligations without your consent in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.
18. Severability
If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable.
19. Entire Agreement
These Terms, together with any signed services agreement between the parties and our Privacy Policy, constitute the entire agreement between you and Company with respect to the Services and supersede all prior or contemporaneous agreements, representations, or understandings, whether written or oral.
20. Contact Information
For questions about these Terms, please contact us at:_
MakeWay Digital LLC
Email: [email protected]
Website: makeway.digital
Address: 7101 West 24th Avenue apt 18, Hialeah, FL, 33016
By using our Website or Services, you acknowledge that you have read, understood, and agree to be bound by this Terms and Conditions