terms of service

These Terms and Conditions ("Terms") govern your access to and use of the digital marketing services ("Services") provided by RankingWins, Inc. ("Company," "we," or "us"). By accessing or using our Services, or by clicking to accept or agree to these Terms when this option is made available to you, you agree to be bound by these Terms and our Privacy Policy. If you do not agree with any part of these Terms, please do not access or use our Services.

• "Company" refers to RankingWins, Inc., its employees, agents, and affiliates.
• "Client" refers to the individual or entity engaging the Company's Services.
• "Services" encompass all digital marketing services provided by the Company, including but not limited to SEO, content marketing, social media management, and advertising campaigns.
• "Agreement" refers to these Terms and any other contractual documents between the Company and the Client, such as the Master Services Agreement (MSA).

2.1 Scope of Work
‍The Company agrees to provide the Services as outlined in the MSA or any written proposal accepted by the Client. The Services may include:

• Search Engine Optimization (SEO)
• Content Creation and Marketing
• Social Media Management
• Pay-Per-Click (PPC) Advertising
• Email Marketing
• Analytics and Reporting

2.2 Limitations

• Services are provided based on the information and materials supplied by the Client.
• Any additional services or changes to the scope of work must be agreed upon in writing and may be subject to additional fees.

3.1 Disclaimer of Results
The Company does not guarantee, represent, or warrant that the Services will result in specific outcomes, including but not limited to increased search engine rankings, website traffic, conversions, or revenue.

3.2 External Factors
The effectiveness of the Services may be influenced by factors beyond the Company's control, such as:

• Changes in search engine algorithms
• Market conditions and competition
• Client's industry trends
• Client's adherence to recommendations

4.1 Provision of Information
The Client agrees to provide all necessary information, materials, and approvals in a timely manner to enable the Company to deliver the Services effectively.

4.2 Accuracy and Legality
The Client warrants that all information and materials provided are accurate, lawful, and do not infringe on any third-party rights.

4.3 Timely Cooperation
Delays in the Client's provision of required information or approvals may result in delays in the delivery of Services, for which the Company shall not be held liable.

5.1 Use of Third Parties
The Company may utilize third-party tools, services, and platforms ("Third-Party Services") to deliver the Services.

5.2 No Liability for Third Parties
The Company is not responsible for the performance, accuracy, availability, or any other aspect of Third-Party Services. Use of these services is at the Client's own risk.

5.3 Third-Party Terms
The Client may be required to agree to the terms and conditions of Third-Party Services. The Company is not a party to these agreements and is not responsible for their content or enforcement.

6.1 Ownership by the Company
‍Unless otherwise agreed in writing, all intellectual property rights in materials created by the Company during the provision of Services shall remain the property of the Company until full payment is received.

6.2 License to Client
Upon full payment, the Company grants the Client a non-exclusive, non-transferable, royalty-free license to use the materials for the purposes agreed upon.

6.3 Client Materials
The Client retains all intellectual property rights in any materials they provide to the Company. The Client grants the Company a limited license to use such materials solely for the purpose of delivering the Services.

6.4 Use of Client Information and Logos
The Client grants the Company permission to use the Client's name, logo, and related case studies in the Company's marketing materials, including but not limited to the Company's website and social media channels. If the Client wishes to restrict this use, they must notify the Company in writing.

7.1 Individual Results
Testimonials and case studies presented by the Company are individual experiences and do not guarantee similar results for all Clients.

7.2 Permission to Publish
By providing testimonials or feedback, the Client consents to the Company's use of such content in its marketing materials.

8.1 Modification Rights
‍The Company reserves the right to modify, suspend, or discontinue any part of the Services at any time, with or without notice, except as specified in the MSA.

8.2 Pricing Changes
‍The Company may adjust pricing and payment terms. Clients will be notified of any changes at least 30 days in advance. Existing agreements will honor the pricing specified at the time of accepting these Terms and Conditions electronically until the end of the agreed term.

9.1 Invoicing

• Invoices will be issued as specified in the MSA or agreed proposal.
• Payment is due within 3 business days of the invoice date unless otherwise agreed.

9.2 Payment Methods

• Accepted payment methods include all available options support by Stripe, our payments processing platform.

9.3 Late Payments

• The Company reserves the right to suspend Services until payment is received.

10.1 Maximum Liability
The Company's total liability under these Terms shall not exceed the total fees paid by the Client for the Services in the six months preceding the claim.

10.2 Exclusions
The Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, or use.

The Client agrees to indemnify, defend, and hold harmless the Company from any claims, liabilities, damages, losses, or expenses arising from:

• The Client's use of the Services
• The Client's breach of these Terms
• Infringement of any third-party rights by the Client's materials or actions

12.1 Mutual Obligations
Both parties agree to keep confidential any proprietary or sensitive information received from the other party.

12.2 Exceptions
Confidential information does not include information that is:

• Publicly available
• Already in the receiving party's possession
• Independently developed without reference to the confidential information
• Required to be disclosed by law or court order

13.1 Compliance
Both parties agree to comply with all applicable data protection laws and regulations, including GDPR and CCPA where applicable.

13.2 Privacy Policy
The Company's Privacy Policy outlines how personal data is collected, used, and protected.

The Company reserves the right to provide Services to other clients, including competitors of the Client.

15.1 Uncontrollable Events
The Company shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to:

• Acts of God
• Natural disasters
• Government actions
• Labor disputes
• Pandemics
• Internet service interruptions

15.2 Notification
The affected party shall notify the other party as soon as practicable of any such event and use reasonable efforts to mitigate its effects.

16.1 Termination by Either Party
Either party may terminate the Agreement at any time with written notice.

16.2 Termination for Cause
Either party may terminate immediately if the other party materially breaches the Agreement and fails to remedy the breach within 10 days of notice.

16.3 Effects of Termination

• The Client shall pay for all Services rendered up to the termination date.
• All licenses granted to the Client shall terminate unless otherwise agreed.

17.1 Governing Law
These Terms shall be governed by and construed in accordance with the laws of California, without regard to its conflict of law provisions.

17.2 Dispute Resolution

• Negotiation: Parties shall attempt to resolve disputes amicably through good-faith negotiations.
• Mediation/Arbitration: If unresolved, disputes shall be referred to mediation or arbitration in San Francisco, California, as agreed upon by both parties.
• Litigation: If necessary, disputes shall be settled in the courts of the State of California.

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

Neither party may assign or transfer their rights or obligations under these Terms without the prior written consent of the other party, except in the case of a merger or acquisition.

These Terms, along with any MSA and any referenced documents, constitute the entire agreement between the parties and supersede all prior agreements or understandings.

In the event that the Company files for bankruptcy or becomes insolvent:

• The Company may terminate the Agreement, and Services may cease.
• The Client acknowledges that the Company shall have no further liability or obligation, including refunds or compensation for unrendered Services.
• Outstanding fees owed by the Client remain due and payable, subject to bankruptcy proceedings and applicable laws.

22.1 Right to Modify
The Company reserves the right to modify these Terms at any time. Changes will become effective upon posting the updated Terms on the Company's website.

22.2 Notification
The Company will notify the Client of significant changes via email or a prominent notice on the website.

22.3 Client's Responsibility
It is the Client's responsibility to review these Terms periodically. Continued use of the Services after changes constitutes acceptance of the updated Terms.

By accessing or using our Services, or by clicking to accept or agree to these Terms and Conditions and our Privacy Policy when this option is made available to you, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not access or use our Services.

24.1 Electronic Signatures
You agree that your electronic agreement to these Terms and Conditions is equivalent to a physical signature. You consent to the use of electronic communications, electronic records, and electronic signatures in place of physical documents and handwritten signatures.

24.2 Electronic Communications
By providing your email address and other contact information, you consent to receive electronic communications from us, including notices, agreements, disclosures, and other communications.

If you have any questions or concerns regarding these Terms, please contact us at:

RankingWins, Inc.
2261 Market St #5294
San Francisco, CA 94114
Email: contact@rankingwins.com