Terms of Service
Last updated: June 2026
These Terms of Service ("Terms") govern the marketing services provided by Adfix USA, LLC ("Adfix," "we," "us") to the client identified in the applicable proposal, order, or statement of work ("Client," "you"). By checking the acceptance box at checkout, completing payment, or otherwise instructing us to begin work, you agree to these Terms together with the scope, fees, and payment terms set out in the proposal, statement of work, or order page provided to you (the "Scope"). Together, these Terms and the Scope form the agreement between us (the "Agreement").
If anything in these Terms conflicts with the Scope, the Scope controls for matters of services, fees, and schedule; these Terms control for everything else.
1. Services
Adfix will provide the marketing services described in your Scope, which may include email marketing, SMS marketing, paid media, and related services. The specific deliverables, channels, and cadence are as set out there. We may use employees, contractors, and subcontractors to perform the work; we remain responsible for it.
We will perform the services with reasonable skill and care. We do not guarantee specific results, including revenue, open rates, click or conversion rates, list growth, return on ad spend, or return on investment. Marketing outcomes depend on many factors outside our control, including your products, pricing, inventory, website, sending and account reputation, and market conditions.
2. Term, Renewal, and Cancellation
Unless your Scope states a fixed term, the engagement is month-to-month. It begins when you accept these Terms and make your first payment, and it renews automatically each month until cancelled.
Either party may cancel for any reason on thirty (30) days' written notice. Fees already paid or accrued for the current billing period are non-refundable, and you remain responsible for any fees accrued through the end of the notice period.
We may suspend or terminate immediately if a payment fails or becomes overdue and is not resolved within seven (7) days of notice, or if you materially breach these Terms.
3. Fees and Payment
Fees, billing timing, and payment terms are as set out in your Scope. Depending on the engagement, fees may be billed in advance or in arrears — for example, an invoice issued at the end of a service month with payment due on the net terms quoted in your Scope. Unless your Scope states otherwise, fees are aligned to the calendar month, and the monthly amount may vary between months where your Scope provides for it (for example, seasonal or tiered pricing).
By accepting these Terms and providing a payment method, you authorize Adfix to store your payment method and to charge it for the amounts, on the schedule, and on the payment terms set out in your Scope, until you cancel.
Invoices and charges are due per the terms in your Scope. If a payment fails or becomes overdue, we may pause services until it is resolved. You are responsible for any sales, use, or similar taxes, other than taxes on Adfix's income.
4. Third-Party Platform and Pass-Through Costs
Costs for third-party platforms and tools used to deliver the services — including but not limited to your email and SMS platform, SMS and carrier fees, paid apps, and advertising or media spend — are your responsibility and are billed to you directly by those providers, unless your Scope expressly states otherwise. You are responsible for maintaining active accounts and giving us the access we need.
5. Client Responsibilities
You agree to:
- Provide timely access to the platforms, accounts, assets, and information we need;
- Review and approve campaigns and content within a reasonable time;
- Ensure your products, offers, claims, and customer data comply with applicable law, including obtaining valid consent for email and SMS contacts under laws such as the TCPA, CAN-SPAM, and GDPR where they apply; and
- Hold all necessary rights to any materials you provide to us.
Delays or missing approvals on your side may affect timelines, and we are not responsible for results affected by them.
6. Intellectual Property
On full payment of the fees for the relevant period, you own the final campaign content and creative deliverables we produce specifically for you. Adfix retains all rights to its own pre-existing materials, processes, frameworks, templates, and know-how, and may continue to use the general skills and experience it gains. We may reference the engagement and non-confidential results in our portfolio and marketing unless you ask us in writing not to.
7. Confidentiality
Each party will keep the other's non-public business information confidential and use it only to perform or receive the services. This does not apply to information that is or becomes public through no fault of the receiving party, is independently developed, or is required to be disclosed by law.
8. Non-Solicitation and Non-Circumvention
During the engagement and for twenty-four (24) months afterward, you agree not to directly or indirectly solicit, hire, or engage any Adfix employee, contractor, or team member introduced to you through the engagement, and not to circumvent Adfix by contracting directly with those individuals, or with any subcontractor we introduce, for services of the type Adfix provides.
If you breach this section, you agree to pay Adfix liquidated damages of USD $90,000 per affected individual. The parties agree this is a reasonable estimate of the harm caused and not a penalty.
9. Limitation of Liability
To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, or consequential damages, or for lost profits or revenue. Adfix's total aggregate liability under the Agreement will not exceed the total fees you paid to Adfix in the thirty (30) days before the event giving rise to the claim. Nothing here limits liability that cannot be limited by law.
10. Independent Contractor
Adfix is an independent contractor, not your employee, partner, or agent. Neither party may bind the other.
11. Governing Law and Dispute Resolution
These Terms are governed by the laws of the State of New York, without regard to its conflict-of-laws rules.
Any dispute arising out of or relating to these Terms or the services that the parties cannot resolve through good-faith discussions will be resolved by final and binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures (or its Streamlined Rules where they apply). The arbitration will be seated in New York, New York, conducted in English, before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.
12. Notices
Notices under these Terms must be in writing. Notice to you may be sent to the email address associated with your account or set out in your Scope. Notice to Adfix must be sent to the email address or contact designated by Adfix for your engagement. Notice is deemed given when sent by email, absent a delivery failure.
13. Changes to These Terms
We may update these Terms from time to time. Material changes will be communicated to you, and continued use of the services after notice constitutes acceptance. The version in effect when you accept governs your current engagement until it renews.
14. Entire Agreement
The Agreement (these Terms together with your Scope) is the entire agreement between us and supersedes prior discussions. If any provision is held unenforceable, the remainder stays in effect.
Adfix USA, LLC
If you have questions about these Terms, contact your Adfix point of contact.