Terms of Service

BaaDigi provides digital marketing services including but not limited to search engine optimization (SEO), pay-per-click advertising (PPC), web design and development, social media marketing, reputation management, AI-powered marketing automation, and related consulting services. Our proprietary methodology is The Predictable Work Engine™.

The specific services, deliverables, timelines, and terms for each engagement will be outlined in a separate service agreement, proposal, or statement of work ("Service Agreement"). In the event of a conflict between these Terms and a Service Agreement, the Service Agreement shall govern for the specific engagement.

We reserve the right to modify, suspend, or discontinue any aspect of our services at any time with reasonable notice.

Our website and services are intended for businesses and individuals who are at least 18 years of age and have the legal capacity to enter into binding contracts. By using our services, you represent that you meet these requirements and are authorized to bind the business entity you represent.

When engaging our services, you agree to:

• Provide accurate, complete, and truthful information necessary for us to perform services
• Respond to requests for approvals, feedback, or information in a timely manner
• Provide access to necessary accounts, platforms, and credentials as needed
• Ensure that all content, materials, trademarks, and intellectual property you provide to us do not infringe on any third-party rights
• Comply with all applicable federal, state, and local laws and regulations related to your business
• Maintain valid licenses and insurance required for your trade or industry
• Promptly notify us of any changes to your business that may affect our services

Payment terms, including fees, billing cycles, and accepted payment methods, will be specified in your individual Service Agreement. The following general terms apply:

• Invoices are due upon receipt unless otherwise specified in your Service Agreement
• Late payments may be subject to a late fee of 1.5% per month (18% annually) on the outstanding balance, or the maximum rate permitted by applicable state law, whichever is lower
• We reserve the right to suspend or terminate services for accounts with balances overdue by more than 30 days
• All fees are non-refundable unless otherwise stated in your Service Agreement
• Advertising spend (Google Ads, Meta Ads, etc.) and other third-party platform costs are billed separately and are the sole responsibility of the Client
• We reserve the right to adjust pricing with 30 days' written notice

Our Property: All proprietary tools, methodologies, frameworks (including The Predictable Work Engine™), software, templates, processes, and pre-existing materials remain the exclusive intellectual property of BaaDigi. No license or ownership interest in these materials is granted by virtue of our service relationship.

Client Materials: You retain full ownership of all content, trademarks, logos, trade secrets, and materials you provide to us. By providing these materials, you grant us a limited, non-exclusive license to use them solely for performing our agreed-upon services.

Work Product: Upon full payment of all outstanding invoices, you will own the custom deliverables created specifically for your engagement (such as website designs, ad copy, custom content, and graphics). Until full payment is received, all work product remains the property of BaaDigi.

Portfolio Rights: We retain the right to use anonymized or attributed case studies, screenshots, and portfolio examples of our work for marketing and promotional purposes, unless otherwise agreed in writing.

While we are committed to delivering high-quality marketing services and pursuing the best possible outcomes, we cannot and do not guarantee specific results, including but not limited to search engine rankings, traffic volumes, lead counts, conversion rates, or revenue outcomes.

Digital marketing results depend on many factors beyond our control, including but not limited to market conditions, competitive landscape, search engine algorithm changes, platform policy changes, seasonal demand, and your own business operations and responsiveness.

Any projections, estimates, benchmarks, or case studies we share are based on past performance and industry data. They are provided for informational purposes only and are not guarantees of future results.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BAADIGI SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING FROM OR RELATED TO THE USE OF OUR WEBSITE OR SERVICES, REGARDLESS OF THE THEORY OF LIABILITY.

Our total aggregate liability for any and all claims arising from or related to our services shall not exceed the total fees actually paid by you to BaaDigi during the six (6) months immediately preceding the event giving rise to the claim.

Some states do not allow the exclusion or limitation of certain damages. In such states, our liability shall be limited to the greatest extent permitted by applicable law.

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of the service relationship. This includes business strategies, financial information, customer data, login credentials, and trade secrets.

Confidential information shall not be disclosed to third parties without prior written consent, except as required by law or as necessary to perform the agreed-upon services (e.g., sharing login credentials with sub-contractors working on your account).

Termination terms specific to your engagement will be outlined in your Service Agreement. In the absence of specific termination terms, the following apply:

• Either party may terminate the service relationship with 30 days' written notice
• We may terminate immediately if you materially breach these Terms, fail to make timely payments, or engage in illegal activity
• Upon termination, you remain responsible for payment of all services rendered and costs incurred through the effective termination date
• We will provide reasonable assistance (up to 14 days) in transitioning accounts, credentials, and assets back to you
• Any prepaid fees for services not yet rendered will be refunded on a pro-rata basis, minus any costs already incurred

When using our website, you agree not to:

• Use the site for any unlawful purpose or in violation of any applicable law
• Attempt to gain unauthorized access to any part of the site, its servers, or connected systems
• Use automated tools, bots, or scrapers to extract data or content without written permission
• Interfere with or disrupt the site's operation, performance, or security
• Upload, transmit, or distribute viruses, malware, or any malicious code
• Impersonate any person or entity or misrepresent your affiliation with any person or entity
• Reproduce, distribute, or create derivative works from our content without express written permission

In the event of any dispute arising from or relating to these Terms or our services, the parties agree to first attempt to resolve the dispute informally by contacting each other directly. If the dispute cannot be resolved informally within 30 days, either party may pursue formal resolution.

Important notice: Nothing in these Terms limits your right to file a complaint with your state's Attorney General, participate in any applicable class action, or exercise any rights that cannot be waived under applicable state or federal law, including rights under the California Consumer Privacy Act.

These Terms 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 or proceeding arising under these Terms shall be brought in the state or federal courts located in Orange County, California, and you consent to the personal jurisdiction of such courts.

Notwithstanding the foregoing, this choice of law provision does not override any mandatory consumer protection laws that apply in your state of residence, including but not limited to state privacy laws (CCPA/CPRA, VCDPA, CPA, TDPSA, OCPA, and others).