LEGAL

Digital Marketing Services Agreement

Terms governing iWhale’s digital marketing, SEO, and web design services. Effective August 1, 2026.

This Digital Marketing Services Agreement (“Agreement”) is entered into between iWhale, a digital marketing agency operating in New York, NY (“Service Provider”), and the client identified in the applicable Service Order or Invoice (“Client”). By engaging iWhale’s services, Client agrees to be bound by the terms of this Agreement. This Agreement, together with any Service Orders, Proposals, and Invoices, constitutes the entire agreement between the parties.

Effective Date: August 1, 2026  |  Governing Law: New York State

1. Services & Scope of Engagement

iWhale provides the following categories of digital marketing and web services (“Services”), as specified in the applicable Service Order, Proposal, or Invoice:

  • Search Engine Optimization (SEO): Technical SEO audits, on-page optimization, E-E-A-T content strategy, link building, and monthly performance reporting
  • Generative Engine Optimization (GEO) & Answer Engine Optimization (AEO): Optimization for AI-powered search engines including ChatGPT, Perplexity, Claude, and Google AI Overviews
  • Performance PPC & Paid Media: Google Ads, Meta Ads, and other paid media campaign management, including strategy, creative coordination, bid management, and reporting
  • Conversion Rate Optimization (CRO): A/B testing, landing page analysis, UX recommendations, and conversion funnel improvements
  • AI Website Design & Development: WordPress website design, AI-assisted builds, mobile-first development, SEO-optimized architecture, and launch support
  • Web Hosting: PQC quantum-safe hosting, domain management, SSL certificates, and ongoing site maintenance
  • Digital Consulting: Strategy sessions, competitive analysis, marketing audits, and growth planning

The exact scope of Services for each engagement is defined in the applicable Proposal or Service Order. iWhale reserves the right to modify tactics and strategies within the agreed scope as professional judgment dictates, provided the overall objectives remain consistent.

2. Term & Commencement

Services commence upon receipt of the first payment and execution of the applicable Service Order. Unless otherwise specified:

  • Minimum Term: Most digital marketing and SEO engagements require a minimum 1–2 month implementation period before measurable results can be assessed. Client acknowledges that SEO and GEO campaigns require sustained effort to produce compounding returns.
  • Ongoing Term: After the minimum period, the Agreement continues on a month-to-month basis until terminated by either party in accordance with Section 11.
  • Project-Based Work: Website design and one-time project engagements are governed by the timeline specified in the applicable Proposal or Service Order.

3. Fees, Payment & Billing

  • Billing Cycle: Recurring services are billed in advance on a monthly basis. Project-based services may require a deposit (typically 50%) with the balance due upon completion or delivery.
  • Payment Terms: Invoices are due within 7 days of issue unless otherwise specified in the Service Order.
  • Late Payments: Overdue balances are subject to a 5% late payment fee or 0.1% daily interest, whichever is applicable under New York law. iWhale reserves the right to suspend Services for accounts more than 14 days past due without liability for any resulting disruption to Client’s campaigns or rankings.
  • Disputed Invoices: Client must notify iWhale of any billing disputes in writing within 7 days of invoice receipt. Undisputed portions remain due by the original due date.
  • Price Adjustments: iWhale may adjust pricing with 30 days’ written notice. Continued use of Services after the effective date constitutes acceptance of revised pricing.
  • Taxes: All fees are exclusive of applicable taxes. Client is responsible for any sales tax, VAT, or other taxes arising from the Services.

4. Third-Party Costs & Ad Spend

iWhale’s management fees are separate from and do not include third-party costs. Client is solely responsible for all of the following, unless explicitly included in the Service Order:

  • Google Ads, Meta Ads, and other paid advertising platform budgets and media spend
  • Software subscriptions, SaaS tools, and plugins required for campaign execution
  • Stock photography, video licensing, and premium creative assets
  • Domain registration and renewal fees
  • Influencer fees, PR costs, and sponsored content placements
  • Any third-party API or data costs required for specific deliverables

iWhale will provide reasonable advance notice of anticipated third-party costs above those agreed in the Service Order and will seek Client approval before incurring material unbudgeted expenses.

5. Client Responsibilities

Client’s timely cooperation is essential to the success of the engagement. Client agrees to:

  • System Access: Provide iWhale with necessary access to CMS (WordPress, Shopify, etc.), Google Analytics, Google Search Console, Google Ads, Meta Business Suite, hosting control panels, and any other platforms required to perform the Services
  • Content & Assets: Supply brand assets, copy, images, product information, and any other materials required for campaigns in a timely manner
  • Approvals: Review and approve deliverables, proofs, and campaign materials within the timeframes specified by iWhale. Delays caused by Client’s failure to approve in a timely manner may extend project timelines and are not iWhale’s responsibility
  • Primary Contact: Designate a primary point of contact with authority to provide approvals and instructions on behalf of Client
  • Accuracy of Information: Ensure all information, content, and materials provided to iWhale are accurate, current, and complete
  • Compliance: Ensure Client’s business, products, services, and advertising comply with all applicable laws, platform policies, and industry regulations

6. Client Content & Liability

Client is solely responsible for all content, materials, and information provided to iWhale for use in campaigns, websites, and other deliverables. Client represents and warrants that:

  • Client owns or has all necessary rights, licenses, and permissions to use all provided content, including images, text, logos, trademarks, and third-party materials
  • Client’s content does not infringe any third-party intellectual property rights, violate any law, or constitute false or misleading advertising
  • Client’s products, services, and business practices comply with all applicable federal, state, and local laws and regulations

Client agrees to indemnify, defend, and hold harmless iWhale from any claims, damages, or expenses arising from Client’s content or breach of these warranties.

7. Website Design & Ownership

  • Project Timeline: Website projects require Client to provide content, branding assets, feedback, and approvals per the agreed project timeline. Delays caused by Client may result in timeline extensions and/or additional fees.
  • Ownership Transfer: Ownership of the completed website and all custom deliverables transfers to Client only upon receipt of full payment in cleared funds. Until full payment is received, iWhale retains all rights to the work product.
  • Third-Party Themes & Plugins: Websites may incorporate third-party themes, plugins, and software subject to their respective licenses. Client is responsible for ongoing license fees after project completion.
  • Hosting: iWhale will use commercially reasonable efforts to maintain website availability and security. However, iWhale does not guarantee uninterrupted service and is not liable for downtime caused by hosting providers, DDoS attacks, force majeure events, or factors outside iWhale’s control. Client is responsible for maintaining independent backups of all website content.

8. SEO & Performance Disclaimer

Client acknowledges and agrees that:

  • iWhale makes no guarantee of specific search engine rankings, organic traffic levels, lead volumes, conversion rates, ad performance metrics (CTR, CPA, ROAS), or revenue outcomes
  • Search engine and AI answer engine algorithms are controlled by third parties (Google, Bing, OpenAI, etc.) and are subject to change without notice. Algorithm updates may positively or negatively affect rankings and visibility regardless of the quality of work performed
  • SEO results are cumulative and typically require 3–6 months of sustained effort before material ranking improvements are observed. Short engagement periods may not produce measurable results
  • GEO and AEO optimization for AI-powered search engines is an emerging practice. Outcomes are inherently less predictable than traditional SEO
  • All Services are provided on a professional best-efforts basis, consistent with current industry standards

9. Advertising Platform Risks

Paid advertising campaigns are subject to the policies and decisions of third-party platforms including Google, Meta, Microsoft, and others. iWhale is not responsible for:

  • Ad account suspensions, bans, or restrictions imposed by advertising platforms due to Client’s business category, content, or past account history
  • Changes to platform advertising policies, bidding algorithms, or targeting capabilities that affect campaign performance
  • Budget overages or underspend caused by platform system errors or auction volatility beyond iWhale’s control
  • Loss of historical data, audience lists, or conversion tracking caused by platform policy changes (e.g., iOS privacy updates, cookie deprecation)

iWhale will promptly notify Client of any material platform issues affecting active campaigns and will use reasonable efforts to mitigate impact.

10. Intellectual Property

  • iWhale IP: All proprietary methodologies, frameworks, processes, tools, templates, and know-how developed by iWhale remain the exclusive intellectual property of iWhale, including any improvements developed during the engagement.
  • Client Deliverables: Upon receipt of full payment, Client receives a non-exclusive, perpetual license to use the specific deliverables created for Client’s engagement (website, campaign assets, content). This license does not extend to iWhale’s underlying frameworks or templates.
  • Portfolio Rights: iWhale reserves the right to reference Client’s name and display anonymized or approved case study results in iWhale’s marketing materials, portfolio, and website, unless Client requests otherwise in writing.
  • Client IP: Client retains all rights to their brand assets, trademarks, logos, and pre-existing content provided to iWhale.

11. Confidentiality

Each party agrees to hold in strict confidence all non-public, proprietary, or sensitive information of the other party disclosed in connection with this Agreement, including but not limited to business strategies, customer data, financial information, analytics reports, campaign performance data, operational processes, and technical methodologies. Each party shall use Confidential Information solely for the purpose of performing or receiving the Services and shall not disclose Confidential Information to any third party without prior written consent, except as required by law. This confidentiality obligation survives termination of the Agreement for a period of three (3) years.

12. Non-Solicitation

During the term of this Agreement and for a period of twelve (12) months following its termination or expiration, Client agrees not to directly solicit, recruit, hire, or engage — as an employee, contractor, or consultant — any iWhale employee, contractor, or subcontractor who was involved in providing Services to Client. This restriction does not apply to candidates responding to general public job postings not specifically targeted at iWhale personnel.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

  • Liability Cap: iWhale’s total cumulative liability to Client for any and all claims arising under or related to this Agreement shall not exceed the total fees paid by Client to iWhale in the two (2) calendar months immediately preceding the event giving rise to the claim.
  • Exclusion of Consequential Damages: iWhale shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to lost profits, lost revenue, lost data, loss of business opportunity, or reputational harm, even if iWhale has been advised of the possibility of such damages.
  • Third-Party Actions: iWhale is not liable for losses caused by third-party platform decisions (ad account suspensions, algorithm updates), hosting provider outages, cyber attacks, or force majeure events.

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, the above limitations apply to the fullest extent permitted by law.

14. Termination

  • Termination for Convenience: After the minimum service period, either party may terminate ongoing month-to-month services by providing thirty (30) days’ prior written notice.
  • Termination for Cause: Either party may terminate immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within fourteen (14) days of written notice; (b) becomes insolvent, makes an assignment for the benefit of creditors, or files for bankruptcy protection; or (c) engages in fraudulent, illegal, or grossly negligent conduct.
  • Effect of Termination: Upon termination, Client shall pay all outstanding fees for Services rendered up to the termination date. iWhale will provide reasonable transition assistance and return Client’s data and assets within 30 days of receiving full payment of outstanding balances.
  • No Refunds: Pre-paid monthly retainer fees are non-refundable upon Client-initiated termination, except in cases of material breach by iWhale.

15. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including but not limited to: natural disasters, pandemics, acts of government, internet or telecommunications outages, major cyberattacks or infrastructure failures, power outages, or third-party platform outages (Google, Meta, Cloudflare, etc.). The affected party shall promptly notify the other party of the force majeure event and its expected duration. If a force majeure event persists for more than thirty (30) days, either party may terminate the affected Services without penalty.

16. Governing Law & Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions. The parties agree to first attempt to resolve any dispute through good-faith negotiation. If negotiation fails, disputes shall be resolved through binding arbitration in Queens County, New York, under the rules of the American Arbitration Association (AAA), except that either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information. The prevailing party in any dispute shall be entitled to recover reasonable attorneys’ fees and costs.

17. Contact & Notices

All legal notices under this Agreement must be in writing and delivered by email with confirmation of receipt or by certified mail to:

iWhale
Digital Marketing Agency
New York, NY, United States
Email: support@iwhale.com
Website: iwhale.com

Questions about this Agreement or our services may be sent to support@iwhale.com.

This Agreement was last reviewed and updated on August 1, 2026. By engaging iWhale’s services, Client acknowledges having read, understood, and agreed to all terms of this Agreement.