1. Agreement to Terms
By accessing the website or engaging Merlino Marketing for services, you agree to be bound by these Terms and our Privacy Policy. If you do not agree, do not use the site or services. Specific engagements may also be governed by a separate written Master Services Agreement (MSA) or Statement of Work (SOW), which prevails over these Terms in case of conflict.
2. Eligibility
You must be at least 18 years old and able to form a legally binding contract to use our services. If you accept these Terms on behalf of an organization, you represent that you have the authority to bind that organization.
3. Our Services
Merlino Marketing provides digital marketing services including SEO, paid advertising, social media management, branding, web development, email marketing, analytics, and content production. The exact scope, deliverables, timeline, and fees are defined in your SOW.
4. Your Content & Accounts
To deliver our services, you may grant us access to platforms, analytics tools, advertising accounts, content management systems, and related credentials. You represent that you have the right to grant such access and that all content you provide is accurate, lawful, and not infringing. You remain responsible for maintaining the security of your accounts.
5. Fees & Payment
Fees, billing cadence, and payment terms are defined in your SOW. Unless otherwise stated, invoices are due net-15 from the invoice date. Late payments may accrue interest at 1.5% per month or the maximum allowed by law. Ad spend, third-party software, and pass-through costs are billed in addition to professional fees and are non-refundable.
6. Intellectual Property
Your IP. You retain ownership of all materials you provide to us. You grant Merlino Marketing a non-exclusive, royalty-free license to use those materials solely to perform the services.
Deliverables. Upon receipt of full payment, you own the final deliverables created specifically for you under an SOW, excluding our pre-existing tools, frameworks, and methodologies, which we license back to you on a perpetual, non-exclusive basis.
Portfolio rights. Unless explicitly restricted in writing, we may reference your name, logo, and high-level results in our portfolio, case studies, and marketing materials.
7. Acceptable Use
You agree not to:
- Use the website or services for any unlawful, fraudulent, or infringing purpose.
- Reverse engineer, scrape, or attempt to gain unauthorized access to our systems.
- Submit content that is defamatory, harassing, obscene, or violates third-party rights.
- Interfere with or disrupt the integrity or performance of our services.
8. Third-Party Platforms
Our services often rely on third-party platforms (Google, Meta, LinkedIn, Shopify, Klaviyo, etc.). Those platforms' terms, policies, and outages are outside our control, and we are not responsible for changes they may make that affect your campaigns or results.
9. Disclaimers
Our services are provided “as is” and “as available.” While we apply professional skill and care, we make no guarantees of specific results, rankings, traffic, leads, or revenue. To the maximum extent permitted by law, we disclaim all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.
10. Limitation of Liability
To the fullest extent permitted by law, Merlino Marketing's aggregate liability arising out of or related to these Terms or any SOW shall not exceed the fees paid by you to Merlino Marketing in the three (3) months preceding the event giving rise to the claim. In no event shall we be liable for indirect, incidental, consequential, special, or punitive damages, including lost profits or lost data.
11. Indemnification
You agree to indemnify and hold harmless Merlino Marketing and its officers, employees, and contractors from any claims, damages, or expenses arising from your content, your use of the services, or your violation of these Terms.
12. Termination
Either party may terminate an SOW with 30 days' written notice unless otherwise agreed. We may suspend or terminate the website or your access at any time, with or without notice, for conduct that violates these Terms. Provisions that by their nature should survive termination shall survive.
13. Governing Law
These Terms are governed by the laws of the State of New York, without regard to conflict-of-laws principles. Any dispute shall be resolved exclusively in the state or federal courts located in New York County, New York, and the parties consent to personal jurisdiction there.
14. Changes
We may update these Terms from time to time. Continued use of the website or services after changes are posted constitutes acceptance of the updated Terms.
15. Contact
Questions about these Terms? Email legal@merlinomarketing.com or write to:
Merlino Marketing
954 Lexington Ave #1040
New York, NY 10021
United States