Terms & Conditions

These Terms & Conditions ("Terms") govern your access to and use of the website www.axxonbranding.com (the "Site") and the marketing services offered by Axxon Branding ("Axxon Branding," "we," "us," or "our"), including search engine optimization (SEO), search engine marketing (SEM), content generation and scheduling, marketing analytics, and other marketing or brand related services (collectively, the "Services"). We are based in Palo Alto, California.

By accessing the Site, submitting a form, or engaging us for Services, you agree to be bound by these Terms. This should be read together with our Privacy Policy. If you do not agree with our policies and practices, please do not use our Site or Services.

Axxon Branding

Palo Alto, California

Email: info@axxonbranding.com

Mailing Address: 276 Mosher Way, Palo Alto California 94304

We provide marketing services that may include, without limitation:

• Search engine optimization (SEO), including on-page, technical, and off-page optimization;
• Search engine marketing (SEM) and paid advertising campaign management;
• Content generation and scheduling across websites, blogs, and social media channels;
• Marketing analytics, reporting, and performance measurement.

Specific deliverables, timelines, pricing, and scope for any engagement will be set out in a separate Statement of Work (SOW), proposal, or Master Services Agreement (MSA), which shall control over these Terms in the event of a conflict as to service-specific matters.

When using our Site or Services, you agree that you will not:

• Provide false, inaccurate, or misleading information;
• Use the Site or Services for any unlawful purpose or in violation of any applicable local, state, national, or international law;
• Interfere with or disrupt the integrity or performance of the Site, our Services, or related systems and networks;
• Attempt to gain unauthorized access to the Site, our systems, or client accounts and platforms we manage;
• Use automated means (bots, scrapers) to access the Site without our prior written consent;
• Submit content or instructions that infringe the intellectual property, privacy, or other rights of any third party;
• Direct us to engage in deceptive, manipulative, or "black-hat" marketing practices that violate platform policies (e.g., Google, Meta) or applicable advertising law.

If you engage us for Services, you agree to:

• Provide timely access to necessary accounts, credentials, assets, and information required to perform the Services;
• Ensure that any content, trademarks, data, or materials you provide to us do not infringe third-party rights;
• Review and approve content, campaigns, or deliverables within the timeframes specified in the applicable SOW;
• Maintain compliance with applicable advertising platform policies and industry regulations relevant to your business (including state and federal advertising regulations).
• Understand that our collection, use, and handling of personal information is described in our Privacy Policy, which is incorporated by reference into these Terms.

Fees for Services are set forth in the applicable SOW or invoice. Unless otherwise agreed in writing:

• Payment terms. Invoices are due within 30 days of the invoice date (Net 30).
• Late payments. Overdue balances accrue interest at 1.5% per month (18% annually), or the maximum rate permitted by applicable law, whichever is lower, calculated from the original due date until paid in full.
• Advertising spend. Advertising spend (budget allocated to third-party ad platforms) is included in our invoiced fees. Our fee includes a media management charge of 10-20% applied to the budgeted ad spend for the engagement, with the specific rate and any spend-based tiering set forth in the applicable SOW. Client will receive monthly reporting showing platform-level spend, allowing Client to verify actual media delivery against the amount invoiced.
• Refunds. Refunds are not provided for Services already rendered.
• Suspension for nonpayment. We reserve the right to suspend Services for any account with a balance more than 15 days past due, upon written notice to Client.

7.1 Our Content

All content on the Site, including text, graphics, logos, and software, is owned by or licensed to us and is protected by copyright, trademark, and other intellectual property laws. You may not reproduce, distribute, or create derivative works from our Site content without our prior written consent.

7.2 Client Deliverables

Ownership of deliverables created specifically for a client under a paid engagement (e.g., content, campaign assets, reports) will be as specified in the applicable SOW. Absent a specific written agreement, all deliverables created specifically for Client under the engagement shall be owned by Client upon full payment. To the extent such deliverables qualify as "work made for hire" under applicable copyright law, they shall be treated as such; to the extent they do not so qualify, we hereby assign to Client all right, title, and interest therein upon full payment. We retain ownership of our pre-existing tools, templates, methodologies, and background intellectual property, and grant Client a license to use any such background IP solely as incorporated into the delivered work product.

7.3 Pre-Existing and Retained Materials

We retain ownership of our pre-existing methodologies, tools, templates, know-how, and any general skills or techniques used in providing the Services, even if incorporated into client deliverables.

7.4 Client Marks

Clients grant us a limited, non-exclusive license to use their trademarks, logos, and brand assets solely as necessary to perform the Services and, unless the client opts out in writing, to reference the engagement for our own portfolio and marketing purposes.

THE SITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

We do not guarantee specific results from SEO, SEM, content, or analytics Services, including but not limited to search engine rankings, traffic levels, lead volume, conversion rates, or advertising performance, as these depend in part on factors outside our control, including third-party platform algorithms and policies.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL AXXON BRANDING BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, OR LOSS OF DATA, ARISING FROM YOUR USE OF THE SITE OR SERVICES.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO US FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY.

You agree to indemnify, defend, and hold harmless us and our officers, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your breach of these Terms; (b) content, data, or instructions you provide to us; or (c) your violation of any law or third-party rights.

In connection with the Services, either party may disclose to the other non-public information relating to its business, including but not limited to strategy, marketing plans, pricing, financial information, methodologies, campaign performance data, and other proprietary or sensitive information ("Confidential Information").

Each party agrees to: (a) use the other party's Confidential Information solely to perform its obligations or exercise its rights under these Terms or the applicable SOW; (b) protect the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, and in no case less than reasonable care; and (c) not disclose the other party's Confidential Information to any third party without the disclosing party's prior written consent, except to employees, contractors, or agents who have a need to know and are bound by confidentiality obligations at least as protective as those in this Section.

Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was rightfully known to the receiving party prior to disclosure; (iii) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (iv) is rightfully obtained from a third party without a duty of confidentiality.

Either party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that, where legally permitted, the disclosing party gives the other party reasonable advance notice to allow it to seek a protective order or other appropriate remedy.

The obligations in this Section shall survive termination or expiration of these Terms and any applicable SOW for a period of three (3) years, except that obligations relating to trade secrets shall survive for as long as the information remains a trade secret under applicable law.

We may suspend or terminate your access to the Site or Services at any time for conduct that violates these Terms or is otherwise harmful to us or third parties. Client engagements may be terminated as specified in the applicable SOW or MSA, or, absent such terms, upon 30 days' written notice by either party. Termination does not relieve either party of payment obligations accrued prior to the termination date.

These Terms are governed by the laws of the State of California, without regard to conflict-of-law principles. Any dispute arising out of or relating to these Terms or the Services shall be resolved exclusively in the state or federal courts located in Santa Clara County, California, and each party consents to the personal jurisdiction of such courts.

We may modify these Terms at any time. Updated Terms will be posted on this page with a revised "Last Updated" date. Continued use of the Site or Services after changes take effect constitutes acceptance of the revised Terms. Material changes affecting active client engagements will be communicated directly.

• Entire Agreement: These Terms, together with any applicable SOW or MSA, constitute the entire agreement between you and us regarding the Site and Services.
• Severability: If any provision of these Terms is found unenforceable, the remaining provisions will remain in full force and effect.
• No Waiver: Our failure to enforce any provision shall not constitute a waiver of that provision.
• Assignment: 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.
• Force Majeure: Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control.

If you have questions about these Terms, please contact us at:

Axxon Branding

Palo Alto, California

Email: info@axxonbranding.com

Mailing Address: 276 Mosher Way, Palo Alto California 94304