Marketing Services Agreement
ThLast Updated: March 12, 2026
This Services Agreement (“Agreement”) is entered into between Whalever LLC, operating as iWhale (“Service Provider”), and the individual or business purchasing services (“Client”).
This Agreement governs all services provided by Whalever LLC through the iWhale platform, including services purchased through the website, proposals, invoices, or written agreements.
Services may include but are not limited to:
- digital marketing services
- search engine optimization (SEO)
- content marketing
- paid advertising management
- website design and development
- web hosting services
- WordPress implementation and maintenance
- digital consulting services
By purchasing or using services from iWhale, the Client agrees to be bound by the terms of this Agreement.
1. SERVICES & SCOPE
Service Provider agrees to provide digital services and consulting to the Client.
Services may include:
Digital Marketing
- SEO strategy and technical optimization
- keyword research and content strategy
- blog content creation and publishing
- paid advertising campaign management
- conversion rate optimization
- email marketing and marketing automation
Website Design & Development
- website design and development
- WordPress website implementation
- landing page creation
- website performance optimization
Web Hosting
- website hosting infrastructure
- server configuration and monitoring
- website maintenance services
Consulting
- digital marketing consulting
- website growth strategy
- analytics and performance analysis
The exact scope of work will be defined in proposals, invoices, or service orders.
Service Provider reserves the right to modify strategies and execution methods to best achieve the Client’s objectives.
2. TERM OF SERVICE
- Services are typically provided on a monthly basis unless otherwise specified.
- Certain services may require a minimum implementation period of one (1) to two (2) months to allow for strategy execution and data collection.
- After the initial period, services continue on a month-to-month basis unless terminated according to this Agreement.
3. PAYMENT TERMS
- All services are billed in advance unless otherwise agreed.
- Work will begin only after payment is received.
Late Payments
Invoices unpaid by the due date may incur:
- a 5% late payment penalty, or
- 0.1% daily interest on overdue balances.
Service Suspension
Failure to pay may result in immediate suspension of services, including:
- digital marketing campaigns
- SEO work
- website hosting
- content publishing
- advertising account management
Services will resume only after payment is received.
4. THIRD-PARTY COSTS
Service fees do not include third-party expenses unless otherwise specified.
Examples include:
- advertising spend (Google Ads, Meta Ads)
- influencer commissions
- affiliate program payouts
- software subscriptions
- premium plugins or tools
- stock images or licensed content
These costs are the responsibility of the Client.
5. CLIENT RESPONSIBILITIES
Client agrees to:
- provide necessary access to systems and accounts
(CMS, hosting, Google Ads, Shopify, analytics) - provide content, branding materials, and approvals
- appoint a primary contact person
Delays in providing required materials or approvals may impact campaign performance and timelines.
Service Provider is not responsible for delays caused by the Client.
6. CLIENT CONTENT LIABILITY
Client is solely responsible for all content provided to Service Provider, including:
- website content
- images and videos
- marketing claims
- product descriptions
Client warrants that they have the legal rights to use all content provided.
Service Provider shall not be liable for any copyright, trademark, or legal disputes arising from Client-provided content.
7. WEB HOSTING SERVICES
If hosting services are provided:
Service Provider will make reasonable efforts to maintain service reliability and security.
However, uninterrupted service cannot be guaranteed due to factors outside the Service Provider’s control, including:
- internet outages
- data center disruptions
- cyber attacks
- software conflicts
- third-party infrastructure failures
Clients are responsible for maintaining independent backups of critical data.
Service Provider shall not be liable for data loss.
8. WEBSITE DESIGN & DEVELOPMENT
If website development services are provided:
Client agrees to provide necessary content, feedback, and approvals in a timely manner.
Project timelines may be extended due to delays in:
- client feedback
- content delivery
- approval cycles
Ownership of final deliverables transfers to the Client only after full payment is received.
9. SEO & MARKETING DISCLAIMER
Client acknowledges that digital marketing results depend on external factors beyond the control of the Service Provider.
These include:
- search engine algorithm changes
- competitor activity
- advertising platform policy changes
- market demand
Therefore Service Provider does not guarantee:
- search engine rankings
- website traffic levels
- advertising performance
- revenue or sales outcomes.
Services are provided on a best-effort professional basis.
10. ADVERTISING PLATFORM RISKS
Advertising platforms such as Google, Meta, or others may suspend or restrict accounts based on their policies.
Service Provider is not responsible for:
- ad account suspensions
- policy violations
- advertising platform changes
These matters are controlled entirely by the platform providers.
11. INTELLECTUAL PROPERTY
- All proprietary strategies, frameworks, processes, and methodologies developed by Service Provider remain the intellectual property of Whalever LLC.
- Client receives a non-exclusive license to use deliverables produced during the engagement.
- Service Provider retains the right to showcase completed work in portfolios and case studies.
12. CONFIDENTIALITY
Both parties agree to protect confidential information obtained during the engagement.
Confidential information includes:
- marketing strategies
- analytics data
- business plans
- operational processes
Such information may not be disclosed to third parties without consent.
13. NON-SOLICITATION
Client agrees not to hire, solicit, or contract any employees or contractors of Whalever LLC during the engagement and for twelve (12) months following termination.
14. LIMITATION OF LIABILITY
To the maximum extent permitted by law:
Service Provider’s total liability for any claim related to services provided shall not exceed the fees paid by the Client during the two (2) months preceding the claim.
Service Provider shall not be liable for:
- indirect damages
- lost profits
- lost business opportunities
- consequential damages
15. TERMINATION
Following any minimum service period, either party may terminate services with thirty (30) days written notice.
Immediate termination may occur if:
- either party materially breaches the Agreement
- the breach remains unresolved for fourteen (14) days
- bankruptcy or insolvency occurs.
16. FORCE MAJEURE
Service Provider shall not be liable for delays or failures caused by events beyond reasonable control, including:
- natural disasters
- internet outages
- cyber incidents
- government actions
- third-party service disruptions.
17. GOVERNING LAW
- This Agreement shall be governed by the laws of the State of New York.
- Any disputes shall be subject to the exclusive jurisdiction of the courts located in Queens County, New York.
18. ACCEPTANCE OF TERMS
By purchasing services, signing proposals, or continuing to use services provided by Whalever LLC, the Client confirms acceptance of the terms of this Agreement.