Effective Date: [7/2024]
Last Updated: [9/2025]

By accessing or using services provided by Take Over Marketing (“Take Over Marketing,” “we,” “us,” “our”), you (“Client,” “you,” “your”) agree to these Terms of Service (“Terms”). If you accept on behalf of a business or entity, you confirm you have authority to bind that entity.

1) Services

We provide digital marketing services including SEO, content creation, video production, automation systems, landing-page design, analytics, and related consulting (“Services”).

Each engagement is governed by a written proposal, service order, or scope document that you sign or accept by e-signature or email (each a “Service Agreement”). Any accepted Service Agreement becomes your Statement of Work (“SOW”) / Service Order and is part of these Terms.

Acceptance of Terms. By signing, e-signing, or otherwise accepting a Service Agreement (including approval by email), you confirm that you have read, understood, and agree to be bound by these Terms of Service. These Terms are incorporated into every Service Agreement as if fully stated there.

2) Term & Termination

12-Month Minimum Term. Unless stated otherwise, all engagements require a twelve (12) month minimum term (“Initial Term”). The Initial Term starts on the Start Date in your Service Agreement.

Termination for cause. Either party may terminate for a material breach not cured within ten (10) days after written notice.

What happens if terminated. You remain responsible for all fees earned and work completed through the termination date. Client delays or lack of participation do not excuse payment.

Suspension. We may pause or suspend Services if payments are late or required client inputs/approvals are not provided. Suspension does not reduce fees or extend timelines unless we agree in writing.

Non-payment / Cancellation Effect. If you cancel, fail to pay, or are otherwise in material breach, your license to use the System and deliverables ends immediately. We may pause, disable, remove, reclaim, or delete any System components, automations, pages, files, or assets we host, build, or manage for you. We are not liable for any resulting loss of access, data, or functionality. Re-activation requires full payment of all past-due balances plus any restart fees stated in your Service Agreement.

3) Fees, Billing & Payment

Fees. Pricing may change over time. Your exact pricing and payment schedule are listed in your Service Agreement.

Setup fee. Setup/build fees are due upfront before work begins. We do not start until setup is paid.

Monthly care during the Initial Term. Unless otherwise stated:

Monthly care is paid in eleven (11) monthly payments,

starting in Month 2 from date of payment, continuing through Month 12.
(Example: Month 1 is setup/build. Months 2–12 are monthly care payments.)

After the Initial Term. After Month 12, monthly care automatically renews at $97 per month, billed in advance, unless:

you cancel in writing after the Initial Term, or

you elect the Buyout Option in Section 7.

Due dates. Invoices are due upon receipt unless your Service Agreement states otherwise.

Late payments. Past-due amounts may accrue interest at 1.5% per month (or max allowed by law). We may suspend Services until balances are paid.

Third-party costs. Any approved third-party costs (software, platforms, hosting, stock media, ads, etc.) are paid by you at cost unless stated otherwise in writing.

Payment authorization. You authorize us to charge your payment method on file for invoices and recurring services and agree to keep your payment information current.

4) No Refunds + Service Delivery Guarantee

There is a 3-Day Cancellation Policy, after contract is signed. (Before Work Begins).

Client may cancel within three (3) business days of signing the Service Agreement only if no work has started and no deliverables have been created. If you cancel within this window and we confirm no work has begun, we will refund amounts paid minus any non-recoverable third-party costs already incurred on your behalf (if any). If work has started, we may reserve the right to charge a cancellation fee.

“Work has started” includes any of the following: kickoff or strategy time, research, planning, writing, editing, design, video scripting/production, automation or CRM setup, account/tool configuration, tech onboarding, access requests, or any project work logged by our team. *Once work starts, all payments are final and non-refundable.

**No refunds after the 3-Day Cancellation policy has expired. Due to the fact that our work is custom, labor-intensive, and begins immediately, all payments are final and non-refundable after the 3-Day Cancellation period has passed, including setup fees and monthly care, whether or not you use the deliverables. No exceptions.

Service Delivery Guarantee (scope-based). If we fail to deliver a material portion of Services in your Service Agreement due solely to our fault, your exclusive remedy is, at our option:

re-performance of the undelivered portion at no additional cost, or

a service credit equal to the value of the undelivered portion.

No results guarantees. We do not guarantee specific results (rankings, number of leads or calls, sales, revenue, platform approvals, or timelines). Results depend on many factors outside our control.

5) Client Responsibilities & Approvals

You agree to provide timely access to information, systems, assets, and approvals needed for us to perform Services. You confirm you have rights to all materials you provide.

Approval window. Unless stated otherwise, you agree to review deliverables within five (5) business days. If we don’t receive feedback, deliverables may be considered accepted and timelines continue.

Delays. Client delays may extend timelines without penalty to us and do not reduce payment obligations.

6) Scope Changes / Out-of-Scope Work

Work outside the Service Agreement requires a written change order and may involve additional fees and timeline adjustments. We are not required to perform out-of-scope work until approved in writing.

7) Intellectual Property, Proprietary System & Buyout

Our IP. We own all pre-existing materials, methods, templates, prompts, automations, SOPs, frameworks, and know-how used to deliver Services (“Our IP”).

Proprietary System / Trade Secrets. You acknowledge that the Traffic Domination Ecosystem™ and all related workflows, strategy frameworks, automations, templates, prompts, SOPs, and internal methods (the “System”) are the exclusive property of Take Over Marketing and contain proprietary, confidential trade-secret methodology. The System is licensed, not sold, and provided only as needed for your engagement.

You agree not to copy, reproduce, publish, reverse-engineer, resell, train AI on, disclose, or share any part of the System or Our IP without our prior written consent.

License during term. After full payment, you receive a non-exclusive, non-transferable license to use the deliverables for your business during the term.

$500 Buyout after Year 1. After twelve (12) consecutive months of paid service, you may buy out and own the deliverables created specifically for your ecosystem for $500 (“Buyout Fee”).

Once paid and your account is current, we transfer ownership of your project-specific deliverables (blogs, videos, landing pages, email assets, and automations).

Our IP and the System are excluded and remain ours.

If you do not elect buyout, ownership remains with us and your license ends when service ends.

Platform costs after service. If your ecosystem uses GoHighLevel (“GHL”) or other platforms, you are responsible for ongoing platform subscription fees after service ends or after buyout.

8) Third-Party Platforms

We may rely on third-party platforms (Google, YouTube, Meta, GHL, email providers, CRMs, etc.). We are not responsible for platform outages, policy changes, suspensions, or algorithm changes. You are responsible for platform compliance and account access.

9) Confidentiality

Both parties agree to protect each other’s confidential information with reasonable care and use it only for the engagement.

Trade secrets. You agree the System and Our IP contain valuable trade secrets. Unauthorized use or disclosure may cause irreparable harm, and we may seek injunctive relief and other legal remedies.

10) Warranties & Disclaimers

We will perform Services professionally consistent with industry standards. Except for that limited warranty, Services are provided “as is,” and we disclaim all other warranties, express or implied.

11) Limitation of Liability

To the maximum extent permitted by law:

Our total liability for any claim will not exceed fees paid in the six (6) months before the event giving rise to the claim.

We are not liable for indirect, incidental, special, punitive, or consequential damages.

12) Indemnification

You agree to indemnify, defend, and hold us harmless from claims arising from your breach, your content, your business operations, or misuse of deliverables.

13) Anti-Fraud, Chargebacks & Disputes

Resolve with us first. You agree to contact us in writing and allow at least ten (10) business days to resolve any billing or service issue before filing a bank or card dispute.

Chargebacks are a breach. If you initiate a chargeback for Services already delivered or in progress:

it is a material breach of these Terms;

we may suspend Services immediately; and

all remaining fees for the Initial Term become immediately due.

Evidence. Your acceptance of the Service Agreement, communications, receipts, logs, and delivered work may be used to contest improper or fraudulent chargebacks.

Collections. Unpaid balances may be sent to collections. You agree to pay reasonable collection costs, attorneys’ fees, and interest.

Fraud/misrepresentation. If we reasonably suspect fraud or misrepresentation, we may request verification, pause work, terminate for cause, and pursue legal remedies.

14) Governing Law, Venue & Office

These Terms and any Service Agreement are governed by Florida law. Any dispute must be brought exclusively in Palm Beach County, Florida courts. Both parties consent to that jurisdiction.

Our principal office is located in West Palm Beach, Florida.

15) Force Majeure

Neither party is liable for delays caused by events beyond reasonable control (natural disasters, platform outages, war, strikes, major internet failures). Timelines extend for the duration of those events.

16) Updates to These Terms

We may update these Terms from time to time. The current version will be posted on our website with a revised effective date. Continued use of Services after updates means you accept the updated Terms.

17) Entire Agreement

These Terms, your Service Agreement(s), and referenced documents are the full agreement between you and us and replace all prior discussions.

18) Miscellaneous

Assignment: Neither party may assign this agreement without written consent, except to a successor in a merger or sale.

Severability: If any provision is unenforceable, the rest remains effective.

Headings: Headings are for convenience only.