Terms of Service
Last updated: February 2026
1. Acceptance of Terms
By accessing or using the website and services of Vainer Marketing ("we," "us," or "the Agency"), you agree to be bound by these Terms of Service. If you are entering into these terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these terms. If you do not agree to these terms, please do not use our website or engage our services. These terms apply to all visitors, users, clients, and others who access or use our website and services.
2. Description of Services
Vainer Marketing provides digital marketing and related services, including but not limited to marketing automation and AI-powered workflows, web development and design, creative services and content production, paid media management and advertising, generative engine optimization (GEO), email marketing and retention strategies, and strategic consulting. The specific scope, deliverables, timeline, and pricing for any engagement will be outlined in a separate statement of work, proposal, or service agreement between the Agency and the client. These Terms of Service govern the general relationship between the parties and apply in addition to any project-specific agreements.
3. Client Obligations
To ensure the successful delivery of our services, clients agree to provide timely and constructive feedback on deliverables within the timeframes specified in the applicable statement of work. Clients are responsible for providing accurate and complete information, content, and materials needed for the project. Where applicable, clients must grant the Agency reasonable access to relevant accounts, platforms, analytics tools, and other systems necessary to perform the agreed-upon work. Clients are responsible for ensuring that any materials, content, or information they provide do not infringe on the intellectual property rights of any third party. Delays caused by the client in providing required materials, feedback, or access may result in adjusted timelines and, where applicable, additional fees.
4. Payment Terms
Payment terms, including fees, billing schedules, and payment methods, will be outlined in the applicable statement of work or service agreement. Unless otherwise specified, invoices are due within fifteen (15) days of the invoice date. Late payments may incur a fee of 1.5% per month on the outstanding balance, or the maximum amount allowed by law, whichever is less. The Agency reserves the right to suspend or discontinue services if payment is more than thirty (30) days past due. Any taxes, duties, or government-imposed fees applicable to the services are the responsibility of the client unless otherwise stated in writing.
5. Intellectual Property
Upon receipt of full payment for the applicable project or engagement, ownership of the final deliverables and work product created specifically for the client shall transfer to the client. Until full payment is received, the Agency retains all rights, title, and interest in the work product. The Agency retains ownership of all pre-existing intellectual property, including but not limited to proprietary tools, frameworks, templates, code libraries, methodologies, and processes that may be used in the course of delivering services. The client is granted a non-exclusive, perpetual license to use any such pre-existing materials incorporated into the deliverables. The Agency reserves the right to showcase completed work in its portfolio and marketing materials unless the client requests otherwise in writing.
6. Confidentiality
Both the Agency and the client agree to keep confidential any proprietary or sensitive information shared during the course of the engagement. Confidential information includes business strategies, financial data, marketing plans, customer data, trade secrets, and any other information that is not publicly available and is designated as confidential or would reasonably be understood to be confidential. Neither party shall disclose confidential information to any third party without the prior written consent of the other party, except as required by law or to employees, contractors, or advisors who need to know such information to perform their duties and who are bound by similar confidentiality obligations. This confidentiality obligation survives the termination of any engagement for a period of two (2) years.
7. Limitation of Liability
Digital marketing involves inherent uncertainties, and the Agency does not guarantee specific results, including but not limited to search engine rankings, traffic volumes, conversion rates, revenue increases, or return on ad spend. While we apply industry best practices and data-driven strategies, outcomes depend on many factors beyond our control, including market conditions, competition, and platform algorithm changes. To the maximum extent permitted by law, the Agency's total liability for any claim arising out of or related to our services shall not exceed the total fees paid by the client to the Agency during the six (6) months preceding the claim. In no event shall the Agency be liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, lost data, or business interruption.
8. Indemnification
The client agrees to indemnify, defend, and hold harmless Vainer Marketing, its owners, employees, and contractors from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney fees) arising out of or related to any content, materials, or information provided by the client, any breach of these terms by the client, any claim that materials provided by the client infringe on the intellectual property or other rights of a third party, or the client's use of deliverables in a manner not contemplated by the applicable statement of work.
9. Termination
Either party may terminate a service engagement by providing thirty (30) days' written notice to the other party. Upon termination, the client shall pay for all work completed and expenses incurred up to the effective date of termination, including any work in progress that cannot reasonably be halted. The Agency will deliver all completed and in-progress deliverables upon receipt of final payment. The Agency may terminate services immediately if the client fails to make payment within thirty (30) days of the due date or materially breaches these terms. Sections relating to intellectual property, confidentiality, limitation of liability, indemnification, and governing law shall survive termination.
10. Non-Solicitation
During the term of any engagement and for a period of twelve (12) months following its conclusion, the client agrees not to directly or indirectly solicit, recruit, or hire any employee, contractor, or team member of Vainer Marketing who was involved in providing services to the client. If the client wishes to hire any such individual, the parties agree to negotiate a reasonable placement fee in good faith. This provision is intended to protect the Agency's investment in its team and does not apply to individuals who respond to general public job postings without direct solicitation.
11. Governing Law
These Terms of Service and any disputes arising out of or related to them shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles. Any legal proceedings that are not resolved through the dispute resolution process described below shall be brought exclusively in the state or federal courts located in Kings County (Brooklyn), New York, and both parties consent to the personal jurisdiction of such courts.
12. Dispute Resolution
In the event of any dispute arising out of or relating to these terms or our services, the parties agree to first attempt to resolve the matter through good faith negotiation. If the dispute is not resolved within thirty (30) days of written notice from either party, the parties agree to submit the dispute to mediation administered by a mutually agreed-upon mediator in Brooklyn, New York. If mediation fails to resolve the dispute within sixty (60) days, either party may submit the dispute to binding arbitration in accordance with the rules of the American Arbitration Association, with the arbitration to take place in Brooklyn, New York. The decision of the arbitrator shall be final and binding on both parties and may be entered as a judgment in any court of competent jurisdiction.
13. Modifications to These Terms
Vainer Marketing reserves the right to update or modify these Terms of Service at any time. When we make changes, we will update the "Last updated" date at the top of this page. Material changes will be communicated to active clients via email. Your continued use of our website or services after any modifications constitutes your acceptance of the revised terms. We encourage you to review these terms periodically.
14. Contact Information
If you have any questions or concerns about these Terms of Service, please reach out through our website's contact page. Vainer Marketing is located in Brooklyn, New York.