TERMS AND CONDITIONS

Win or Win International Marketing Agency

The Personal Brand Monetization Agency™

Effective Date: 01/11/2025

Last Updated: 17/11/2025

1. INTRODUCTION AND ACCEPTANCE OF TERMS

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Win or Win International Marketing Agency ("Agency," "we," "us," or "our"), a Houston-based marketing agency, governing your use of our services.

By engaging our services, submitting a service request, signing a proposal, or making payment, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not engage our services.

2. DEFINITIONS

For the purposes of these Terms:

"Services" means all marketing, branding, funnel development, advertising management, GoHighLevel automation, content creation, and related services provided by the Agency.

"Deliverables" means all materials, content, assets, campaigns, funnels, websites, strategies, reports, and other work products created or provided by the Agency.

"Agreement" means these Terms together with any signed proposal, statement of work, or service package agreement.

"Confidential Information" means all non-public information disclosed by either party.

"Project" means a specific scope of work as outlined in a proposal or statement of work.

3. SERVICES OFFERED

3.1 Service Packages

The Agency offers the following service packages, which may be customized based on Client needs:

Funnel Fast-Track™ Package – One-time setup of conversion-optimized funnels in GoHighLevel, including automated email/SMS sequences, basic branding and copywriting, and Meta/Google ads campaign setup.

Automated Growth System™ – Monthly recurring service including custom funnels, ongoing ad campaign management, automated nurture campaigns, and monthly reporting with optimization.

Personal Brand Monetization Lab™ – Comprehensive done-for-you personal brand monetization ecosystem including authority funnels, sales funnels, client retention funnels, social content strategy, paid ads management, and dedicated client success support.

Houston Business Growth Services – Localized marketing services including funnel setup, website redesign, ad management, email/SMS automation, and reputation management for Houston-area businesses.

3.2 Service Customization

The Agency reserves the right to modify service offerings, packages, and pricing. Specific services, timelines, and deliverables will be outlined in individual proposals or statements of work.

4. PAYMENT TERMS

4.1 Pricing and Fees

All pricing is as specified in the signed proposal or service agreement. Prices are subject to change with thirty (30) days' notice for ongoing services.

4.2 Payment Schedule

One-time Services: Full payment or 50% deposit required before work commences, with the balance due upon completion or as otherwise specified.

Monthly Recurring Services: Payment due on the first day of each month or as otherwise agreed. First month's payment required before service commencement.

Setup Fees: One-time setup fees are non-refundable and must be paid before work begins.

4.3 Payment Methods

The Agency accepts payment via credit card, ACH transfer, wire transfer, or other methods as agreed. Client authorizes the Agency to charge the payment method on file for recurring services.

4.4 Late Payments

Payments not received within five (5) days of the due date are considered late. Late payments may incur a fee of 1.5% per month (or the maximum allowed by law) and may result in suspension or termination of services.

4.5 Additional Costs

Client is responsible for all third-party costs including but not limited to advertising spend, stock images, premium plugins, software licenses, domain registration, and hosting fees unless otherwise specified in writing.

5. CLIENT RESPONSIBILITIES

5.1 Information and Materials

Client agrees to provide all necessary information, materials, access credentials, brand assets, content, and feedback in a timely manner. Delays in providing required materials may result in project delays and will not constitute breach by the Agency.

5.2 Accuracy of Information

Client represents and warrants that all information provided to the Agency is accurate, current, and complete. Client is responsible for reviewing and approving all deliverables before publication or deployment.

5.3 Compliance

Client is responsible for ensuring that all content, products, and services marketed comply with applicable laws, regulations, and industry standards. Client agrees to provide all necessary disclaimers, terms of service, privacy policies, and legal compliance documentation.

5.4 Communication

Client agrees to maintain regular communication and respond to Agency requests within three (3) business days. Client will designate a primary point of contact for all project communications.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 Client-Provided Materials

Client retains all rights to materials, content, and intellectual property provided to the Agency. Client grants the Agency a non-exclusive, royalty-free license to use such materials solely for the purpose of providing the Services.

6.2 Agency-Created Deliverables

Upon full payment, Client receives ownership of custom deliverables created specifically for Client, including but not limited to custom graphics, copy, funnels, and campaigns. This excludes:

Agency proprietary methodologies, frameworks, templates, and systems (including The Personal Brand Monetization System™)

Third-party licensed materials and stock assets

Agency tools, scripts, and automation workflows

Pre-existing Agency intellectual property

6.3 Portfolio Rights

Client grants the Agency the right to display and reference the work performed, including screenshots, case studies, and results, in the Agency's portfolio, website, marketing materials, and client presentations, unless Client explicitly requests confidentiality in writing.

7. CONFIDENTIALITY

Both parties agree to maintain the confidentiality of all proprietary and confidential information disclosed during the engagement. This obligation survives termination of the Agreement for a period of two (2) years.

Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) is rightfully received from a third party without breach of confidentiality obligations; (c) is independently developed; or (d) is required to be disclosed by law.

8. WARRANTIES AND DISCLAIMERS

8.1 Agency Warranties

The Agency warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards.

8.2 No Guarantee of Results

THE AGENCY DOES NOT GUARANTEE SPECIFIC RESULTS, REVENUE, SALES, LEADS, OR ROI. Marketing results depend on numerous factors beyond the Agency's control, including market conditions, competition, Client's product/service quality, pricing, and Client cooperation. Past performance and case studies are not indicative of future results.

8.3 Third-Party Platforms

The Agency is not responsible for changes, suspensions, or terminations of third-party platforms (including but not limited to Facebook, Instagram, Google, GoHighLevel) or their advertising policies. Client acknowledges that ad accounts may be subject to review, restriction, or suspension by platform providers.

8.4 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE AGENCY PROVIDES SERVICES "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

9. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGENCY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO THE AGENCY IN THE THREE (3) MONTHS PRECEDING THE CLAIM.

IN NO EVENT SHALL THE AGENCY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. INDEMNIFICATION

Client agrees to indemnify, defend, and hold harmless the Agency, its officers, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from:

Client's breach of these Terms

Content, materials, or information provided by Client

Client's products, services, or business practices

Infringement of third-party intellectual property rights by Client-provided materials

Violation of laws or regulations by Client

11. TERM AND TERMINATION

11.1 Term

The Agreement commences upon Client's acceptance and continues until completion of one-time projects or until terminated as provided herein for ongoing services.

11.2 Termination for Convenience

Ongoing Services: Either party may terminate monthly services with thirty (30) days' written notice. Client remains responsible for payment through the notice period.

Multi-Month Commitments: Services with minimum term commitments (e.g., 3-month minimum) require written notice at least thirty (30) days before the end of the commitment period. Early termination may result in payment of remaining contract balance.

11.3 Termination for Cause

Either party may terminate immediately for material breach if the breach is not cured within fifteen (15) days of written notice.

11.4 Effect of Termination

Upon termination:

Client must pay all outstanding fees for services rendered through the termination date

Agency will provide Client with completed deliverables upon receipt of final payment

Work-in-progress deliverables may be provided at Agency's discretion

All setup fees and deposits are non-refundable

Agency may disable access to tools, platforms, and accounts managed on Client's behalf

12. REFUND POLICY

All fees are non-refundable except as required by law. This includes:

Setup fees and deposits

Monthly recurring service fees

Completed work and delivered services

Advertising spend and third-party costs

If Client is dissatisfied with Services, Client should contact the Agency immediately to discuss concerns and potential remedies.

13. ADVERTISING SERVICES SPECIFIC TERMS

13.1 Ad Account Access

Client must provide Agency with necessary access to advertising accounts (Facebook Business Manager, Google Ads, etc.). Client retains ownership of all ad accounts and is ultimately responsible for all advertising costs and compliance.

13.2 Ad Spend

Client is responsible for all advertising spend costs, which are separate from the Agency's management fees. Advertising budgets will be determined collaboratively, and Client must maintain adequate funding in advertising accounts.

13.3 Approval and Compliance

Client is responsible for ensuring all advertising content complies with platform policies and applicable laws. Client must review and approve all ad creatives before launch. Agency is not liable for ad account suspensions, restrictions, or policy violations.

13.4 Performance Metrics

Agency will provide regular reporting on campaign performance metrics. However, Agency does not guarantee specific cost-per-lead, cost-per-acquisition, click-through rates, or conversion rates, as these metrics are influenced by numerous factors beyond Agency control.

14. DATA PROTECTION AND PRIVACY

14.1 Data Processing

The Agency will process personal data only as necessary to provide the Services and in accordance with applicable data protection laws, including GDPR and CCPA where applicable.

14.2 Client's Privacy Obligations

Client is responsible for obtaining all necessary consents for data collection and marketing communications, maintaining a compliant privacy policy, and ensuring compliance with all applicable privacy laws.

14.3 Data Security

Agency implements reasonable security measures to protect Client data. However, Agency cannot guarantee absolute security and is not liable for unauthorized access resulting from circumstances beyond its reasonable control.

15. DISPUTE RESOLUTION

15.1 Good Faith Negotiation

In the event of any dispute arising from these Terms, the parties agree to first attempt to resolve the matter through good faith negotiation.

15.2 Mediation

If negotiation fails to resolve the dispute within thirty (30) days, the parties agree to submit the dispute to mediation before pursuing litigation.

15.3 Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles. Any legal action must be brought in the state or federal courts located in Harris County, Texas.

16. GENERAL PROVISIONS

16.1 Entire Agreement

These Terms, together with any signed proposals or statements of work, constitute the entire agreement between the parties and supersede all prior agreements, understandings, and communications, whether written or oral.

16.2 Amendments

The Agency reserves the right to modify these Terms at any time. Material changes will be communicated to Client with thirty (30) days' notice. Continued use of Services after notice constitutes acceptance of modified Terms.

16.3 Assignment

Client may not assign or transfer any rights or obligations under these Terms without Agency's prior written consent. Agency may assign this Agreement to any affiliate or in connection with a merger, acquisition, or sale of assets.

16.4 Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, strikes, government actions, or internet/telecommunications failures.

16.5 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

16.6 Waiver

No waiver of any provision of these Terms shall be deemed or constitute a waiver of any other provision, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

16.7 Notices

All notices required under these Terms must be in writing and delivered via email to the addresses provided by the parties. Notices are deemed received upon confirmed email delivery.

16.8 Relationship of Parties

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between the parties.

16.9 Survival

Sections relating to payment obligations, intellectual property, confidentiality, warranties, limitations of liability, indemnification, and dispute resolution shall survive termination of this Agreement.

17. CONTACT INFORMATION

For questions about these Terms or to provide required notices, please contact:

Win or Win International Marketing Agency

Houston, Texas

Email: [email protected]
Phone: +1 (346) 490-2339‬

Website: winorwininternational.com

18. ACKNOWLEDGMENT AND ACCEPTANCE

BY ENGAGING OUR SERVICES, SIGNING A PROPOSAL, OR MAKING PAYMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.