Terms and Conditions

By accessing and using the Baily Marketing Solutions LLC website located at bailymar.com (the "Site") or by engaging our professional marketing consulting services, you accept and agree to be bound by these Terms and Conditions and our Privacy Policy, which is incorporated herein by reference.

These Terms apply to all visitors, users, and clients of our Site and services. If you are accessing or using our services on behalf of a business entity, you represent and warrant that you have the authority to bind that entity to these Terms, and "you" and "your" will refer to that entity.

We reserve the right to modify these Terms at any time. Material changes will be communicated via email or prominent notice on our Site. Your continued use of our Site or services after such modifications constitutes acceptance of the updated Terms.

Baily Marketing Solutions LLC provides professional digital marketing consulting services, including but not limited to:

• Search engine optimization (SEO) consulting and implementation
• Local SEO and Google Business Profile management
• Google Ads campaign management and optimization
• Pay-per-click (PPC) advertising management
• Content marketing strategy and content creation
• Copywriting for websites, advertisements, and marketing materials
• Social media marketing and advertising
• Email marketing campaign management
• Marketing automation setup and management
• Website optimization and conversion rate optimization
• Brand strategy and positioning consulting
• Lead generation strategy and implementation
• Digital marketing strategy consulting and advisory

The specific services provided to each client are defined in individual Service Agreements or Statements of Work executed between the Company and the Client. These Terms apply to all such engagements.

All consulting engagements are governed by a separate Service Agreement or Statement of Work that specifies the scope of services, deliverables, timeline, fees, and payment terms. In the event of any conflict between these Terms and a Service Agreement, the Service Agreement shall control with respect to the specific engagement.

Scope of Work: The Company will perform services as described in the applicable Service Agreement. Any changes to the scope of work must be agreed upon in writing by both parties. Additional work outside the agreed scope may be subject to additional fees.

Subcontractors: The Company reserves the right to engage qualified subcontractors to perform portions of the services. The Company remains responsible for the quality and delivery of all services regardless of whether subcontractors are used.

Independent Contractor: The Company operates as an independent contractor and not as an employee, partner, or agent of the Client. Nothing in these Terms or any Service Agreement creates an employment relationship between the parties.

Fees: Service fees are specified in the applicable Service Agreement. Fees may be structured as monthly retainers, project-based flat fees, hourly consulting rates, or performance-based arrangements as agreed between the parties.

Payment Schedule: Unless otherwise specified in the Service Agreement, monthly retainer fees are due on the first business day of each month. Project-based fees are typically structured with a deposit upon engagement and balance upon project completion or at agreed milestones.

Late Payments: Invoices not paid within 15 days of the due date are subject to a late fee of 1.5% per month (18% annually) on the outstanding balance. The Company reserves the right to suspend services for accounts with overdue balances exceeding 30 days.

Advertising Budgets: Client advertising budgets paid to third-party platforms (Google, Meta, etc.) are separate from Company service fees and are managed directly by the Client or through Client-owned advertising accounts. The Company does not mark up third-party advertising spend without explicit disclosure.

Taxes: Clients are responsible for all applicable taxes on services received. The Company will collect and remit applicable California sales tax on taxable services as required by law.

Price Changes: The Company may adjust service fees with 30 days written notice to existing clients. Clients may terminate their engagement within this notice period without penalty if they do not agree to the adjusted fees.

Timeline Estimates: Project timelines provided in Service Agreements are estimates based on standard project conditions. Actual timelines may vary due to factors outside our control, including Client response times, third-party platform delays, and scope changes.

Client Responsibilities: Timely delivery of services depends on the Client providing required information, assets, approvals, and feedback within agreed timeframes. Delays caused by Client inaction may extend project timelines without additional cost to the Company.

Revisions: Service Agreements specify the number of revisions included for creative deliverables. Additional revisions beyond the agreed number may be billed at the Company's standard hourly rate.

Results Disclaimer: The Company cannot guarantee specific search engine rankings, advertising performance metrics, lead volumes, or revenue outcomes, as these depend on factors including but not limited to search engine algorithm changes, market competition, advertising platform policies, and the quality of the Client's products and services. We commit to applying best-practice methodologies and continuous optimization to achieve the best possible results.

Client-Owned Content: Upon full payment of all fees, the Client owns all original content, copy, and creative assets specifically created for the Client under a Service Agreement, including website copy, blog articles, ad copy, and marketing materials.

Company-Owned Materials: The Company retains ownership of all proprietary methodologies, frameworks, templates, tools, processes, and pre-existing intellectual property used in delivering services. These are licensed to the Client for use during the engagement but remain the property of the Company.

Third-Party Assets: Content, images, software, or tools licensed from third parties remain subject to those parties' licensing terms. The Company will disclose any third-party assets incorporated into deliverables.

Portfolio Rights: The Company reserves the right to reference the Client relationship and describe the nature of services provided in its marketing materials, case studies, and portfolio, unless the Client requests confidentiality in writing. Specific performance data will not be disclosed without Client consent.

To enable the Company to deliver services effectively, the Client agrees to:

• Provide accurate, complete, and timely information about their business, products, services, and target audience
• Grant necessary access to websites, advertising accounts, analytics platforms, social media accounts, and CRM systems
• Review and approve or provide feedback on deliverables within agreed timeframes
• Designate a primary point of contact with authority to make marketing decisions
• Maintain ownership of all advertising accounts, domain names, and digital assets
• Comply with all applicable laws, regulations, and platform policies in connection with their marketing activities
• Notify the Company promptly of any changes to business information, products, services, or marketing objectives
• Ensure all content provided to the Company does not infringe any third-party intellectual property rights

Permitted Use: You may access and use our Site for lawful purposes only. You agree not to use our Site in any way that violates applicable local, state, national, or international laws or regulations.

Prohibited Activities: You agree not to:

• Reproduce, distribute, or commercially exploit any content from our Site without written permission
• Use automated systems, bots, or scrapers to access our Site
• Attempt to gain unauthorized access to any portion of our Site or related systems
• Transmit any viruses, malware, or other harmful code through our Site
• Submit false or misleading information through our contact forms
• Engage in any conduct that restricts or inhibits anyone's use or enjoyment of the Site

Site Availability: We make no guarantee that our Site will be available at all times. We reserve the right to modify, suspend, or discontinue the Site or any feature at any time without notice.

Both parties acknowledge that in the course of the engagement, each may have access to confidential information of the other party. Each party agrees to maintain the confidentiality of the other party's confidential information and not to disclose it to any third party without prior written consent, except as required by law.

Confidential information includes but is not limited to: business strategies, financial information, client lists, marketing data, campaign performance data, trade secrets, and proprietary methodologies. This confidentiality obligation survives the termination of any service engagement for a period of three years.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BAILY MARKETING SOLUTIONS LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO YOUR USE OF OUR SERVICES OR SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Our total liability to you for any claims arising from or related to our services shall not exceed the total fees paid by you to the Company in the three months preceding the event giving rise to the claim.

The Company makes no warranties, express or implied, regarding specific results from marketing services, including rankings, traffic, leads, conversions, or revenue. Digital marketing results are influenced by many factors outside the Company's control.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for incidental or consequential damages. In such jurisdictions, our liability is limited to the greatest extent permitted by law.

You agree to defend, indemnify, and hold harmless Baily Marketing Solutions LLC and its members, managers, employees, contractors, and agents from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms, your use of our services, your violation of any third-party rights, or any content you provide to the Company that infringes any third-party intellectual property or other rights.

Informal Resolution: Before initiating any formal dispute resolution process, both parties agree to attempt to resolve any dispute through good-faith negotiation. Either party may initiate this process by providing written notice describing the dispute to the other party.

Mediation: If informal negotiation fails to resolve the dispute within 30 days, the parties agree to submit the dispute to non-binding mediation before a mutually agreed mediator in Los Angeles County, California.

Arbitration: If mediation fails, any dispute arising from or relating to these Terms or our services shall be resolved by binding arbitration administered by JAMS under its Commercial Arbitration Rules. The arbitration shall take place in Los Angeles, California. The arbitrator's decision shall be final and binding.

Class Action Waiver: You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

Exceptions: Nothing in this section prevents either party from seeking emergency injunctive relief in a court of competent jurisdiction to prevent irreparable harm pending arbitration.

These Terms and any disputes arising from or related to them shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions. Any legal action not subject to arbitration shall be brought exclusively in the state or federal courts located in Los Angeles County, California, and you consent to personal jurisdiction in such courts.

Termination by Client: Clients may terminate ongoing service engagements with 30 days written notice, subject to the cancellation terms in the applicable Service Agreement and our Refund Policy. Work completed prior to termination is billable.

Termination by Company: We reserve the right to terminate any service engagement or website access immediately and without notice if: (a) you breach any provision of these Terms; (b) you engage in fraudulent or illegal activity; (c) you fail to pay fees within 30 days of the due date; or (d) continuation of the engagement would require us to violate applicable laws or platform policies.

Effect of Termination: Upon termination, the Company will provide the Client with all completed deliverables and campaign data in a reasonable handover period. Provisions of these Terms that by their nature should survive termination shall survive, including intellectual property, confidentiality, limitation of liability, and dispute resolution provisions.

Entire Agreement: These Terms, together with our Privacy Policy and any applicable Service Agreement, constitute the entire agreement between you and the Company regarding its subject matter and supersede all prior agreements and understandings.

Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Waiver: The Company's failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.

Assignment: You may not assign your rights or obligations under these Terms without the Company's prior written consent. The Company may assign these Terms in connection with a merger, acquisition, or sale of assets.

For questions about these Terms and Conditions, please contact us: