Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the website located at ellorimarketing.com (the “Site”), operated by Icon X LLC, doing business as Ellori Marketing (“Ellori Marketing,” “we,” “us,” or “our”), and describe the general terms applicable to services offered through the Site.

By accessing or using the Site, you agree to be bound by these Terms. If you do not agree to these Terms, you should not access or use the Site.

If you purchase or engage our Services, additional terms may apply as described below.

1. About Ellori Marketing and Our Services

Ellori Marketing is a marketing services business operated by Icon X LLC. We provide digital marketing services primarily to small and local businesses.

Our services may include, but are not limited to:

Search engine optimization (“SEO”);
Local SEO;
Google Business Profile optimization and management;
Social media management;
Lead generation;
Website content updates;
Digital advertising support;
Marketing strategy and consulting;
Marketing analysis and reporting; and
Other digital marketing services agreed upon with a client.

The specific services, scope of work, deliverables, timelines, fees, payment terms, and other engagement-specific terms will be set forth in a separate proposal, statement of work, order form, service agreement, or other written agreement between Ellori Marketing and the applicable client (collectively, a “Service Agreement”).

If there is a conflict between these Terms and a signed or otherwise mutually accepted Service Agreement, the Service Agreement will control with respect to the applicable client engagement.

2. Use of the Site

You may use the Site for lawful purposes, including to learn about our Services and to contact us or request information or a consultation.

By using the Site, you agree that you will not:

Provide information that you know to be false, inaccurate, or misleading;
Use the Site for any unlawful, fraudulent, or unauthorized purpose;
Attempt to gain unauthorized access to the Site or any systems, accounts, or networks connected to the Site;
Interfere with or attempt to disrupt the security, operation, or functionality of the Site;
Introduce viruses, malware, malicious code, or other harmful material;
Use automated tools, bots, crawlers, scrapers, or similar technologies to access or collect information from the Site without our prior written permission, except for standard search engine indexing or other activities permitted by applicable law;
Copy, reproduce, modify, distribute, or exploit Site content without our prior written permission;
Use the Site to transmit or submit unlawful, defamatory, fraudulent, harmful, threatening, or infringing material; or
Violate any applicable law, regulation, or third-party right.

We reserve the right to restrict or terminate access to the Site if we reasonably believe that these Terms have been violated.

3. Consultations and Client Relationships

Submitting a contact form, consultation request, inquiry, or other communication through the Site does not create a client relationship, professional relationship, fiduciary relationship, or contractual obligation between you and Ellori Marketing.

A client engagement begins only when Ellori Marketing and the client have mutually agreed to the applicable Services and engagement terms, which may occur through a signed Service Agreement, accepted proposal, accepted order, invoice acceptance, or another written or electronic agreement accepted by both parties.

We reserve the right to decline or refuse any request for Services at our discretion.

Nothing on the Site constitutes a guarantee that Ellori Marketing will accept a prospective client or enter into a Service Agreement.

4. Fees, Billing, and Payment

Fees for Services will be established in the applicable Service Agreement, proposal, order form, or invoice.

Unless otherwise stated in the applicable Service Agreement:

Invoices are due upon receipt or according to the payment terms stated on the applicable invoice;
You are responsible for providing accurate and current billing and payment information;
Payments may be processed through third-party payment processors, including Stripe;
You authorize applicable payment processors to process payments in accordance with the payment information and authorization you provide;
We may suspend Services if an account becomes overdue or if payment is declined or reversed; and
You remain responsible for all undisputed amounts owed for Services provided.

Any refunds, cancellation rights, notice periods, recurring payment terms, late fees, or other payment conditions will be governed by the applicable Service Agreement or invoice.

If a payment dispute arises, you agree to contact us promptly so that we have an opportunity to review and resolve the matter.

Payments processed through Stripe may also be subject to Stripe's applicable terms and policies.

5. Client Responsibilities

To provide Services effectively, clients may be required to provide accurate, complete, and timely information, materials, approvals, access credentials, and other resources reasonably necessary for the engagement.

Depending on the Services provided, clients may be responsible for:

Providing accurate business information and content;
Providing timely approvals and feedback;
Maintaining ownership or authorization to use materials supplied to Ellori Marketing;
Providing necessary access to third-party platforms and accounts;
Maintaining accurate billing and account information;
Complying with applicable laws and regulations related to their business, advertising, products, services, and content; and
Reviewing and approving materials before publication or launch when approval is requested.

Delays caused by a client's failure to provide necessary information, access, approvals, or materials may affect timelines and deliverables.

Ellori Marketing is not responsible for delays or failures resulting from inaccurate information, incomplete materials, lack of access, delayed approvals, third-party platform issues, or other circumstances outside our reasonable control.

6. Third-Party Platforms and Services

Our Services may involve or depend upon third-party platforms and services, including but not limited to:

Google Search;
Google Ads;
Google Analytics;
Google Business Profile;
Google Search Console;
Meta platforms and Meta Ads Manager;
Social media platforms;
Email marketing platforms;
Website hosting and website management platforms;
Payment processors such as Stripe; and
Other third-party software, applications, advertising networks, or technology providers.

Third-party platforms are independent services that are not owned or controlled by Ellori Marketing.

We do not guarantee the continued availability, functionality, policies, algorithms, rankings, approval processes, advertising costs, or performance of any third-party platform.

Third-party platforms may change their policies, algorithms, features, pricing, functionality, or availability at any time. Such changes may affect the Services or the results of marketing activities.

Clients are responsible for complying with the applicable terms, policies, and requirements of third-party platforms used in connection with their business or marketing campaigns.

To the extent permitted by law, Ellori Marketing is not responsible for losses, interruptions, account suspensions, advertising disapprovals, algorithm changes, ranking changes, data loss, or other consequences caused by third-party platforms.

7. Marketing Results and Performance Disclaimer

Digital marketing results vary significantly based on factors that may be outside Ellori Marketing's control.

We do not guarantee any specific:

Search engine ranking;
Website traffic;
Number of leads;
Sales;
Revenue;
Conversion rate;
Advertising performance;
Return on investment (“ROI”);
Social media engagement;
Follower growth;
Google Business Profile visibility;
Search engine visibility; or
Other specific marketing result.

Any examples, case studies, testimonials, projections, estimates, or statements regarding potential results are provided for illustrative or informational purposes only and are not guarantees of future performance.

Marketing performance may be affected by numerous factors, including market conditions, competition, advertising budgets, client responsiveness, website functionality, pricing, product or service quality, consumer behavior, search engine algorithms, social media algorithms, advertising platform policies, and other factors beyond our reasonable control.

8. Intellectual Property

8.1 Ellori Marketing Content

Unless otherwise stated, the Site and its contents, including text, graphics, logos, branding, designs, photographs, videos, documents, templates, and other materials, are owned by or licensed to Icon X LLC or Ellori Marketing and are protected by applicable intellectual property laws.

You may access and use Site content for personal or internal business purposes in connection with evaluating our Services.

You may not, without our prior written permission:

Copy or reproduce Site content;
Republish or redistribute Site content;
Modify or create derivative works from Site content;
Sell, license, or commercially exploit Site content; or
Remove proprietary notices or branding from our content.

All rights not expressly granted are reserved.

8.2 Client Materials

You retain ownership of materials, information, trademarks, logos, content, images, data, and other materials that you provide to us (“Client Materials”).

You represent and warrant that you have the necessary rights, permissions, and authority to provide Client Materials to us and to authorize us to use them for purposes of providing the Services.

You grant Ellori Marketing a limited, non-exclusive, worldwide, royalty-free license to use, reproduce, modify, display, and otherwise process Client Materials as reasonably necessary to provide the Services.

8.3 Client Deliverables

Ownership and permitted use of work product created specifically for a client as part of the Services (“Deliverables”) will be governed by the applicable Service Agreement.

Unless otherwise agreed in writing, Ellori Marketing retains ownership of its pre-existing materials, methodologies, processes, templates, systems, know-how, tools, strategies, concepts, and other intellectual property used to create or provide the Services.

Unless the applicable Service Agreement states otherwise, payment in full for the applicable Services is required before any ownership rights or licenses in Deliverables that are expressly granted to the client become effective.

8.4 Portfolio and Marketing Use

Unless otherwise agreed in writing, Ellori Marketing may identify a client as a client of Ellori Marketing and may display publicly available client names, logos, websites, and completed work in portfolios, case studies, presentations, and marketing materials.

If a client requires confidentiality or does not want its name, logo, or work used for portfolio or promotional purposes, the client should notify Ellori Marketing in writing, and the parties may address the request in the applicable Service Agreement.

9. Confidentiality

Each party may receive confidential or proprietary information belonging to the other party in connection with a client engagement.

The parties agree to use reasonable care to protect confidential information and to use such information only as reasonably necessary to perform or receive the Services or fulfill the applicable business relationship.

Confidential information does not include information that:

Is or becomes publicly available through no wrongful act;
Was already lawfully known to the receiving party without an obligation of confidentiality;
Is received lawfully from a third party without a duty of confidentiality; or
Is independently developed without use of the other party's confidential information.

If disclosure is required by law, subpoena, or court order, the receiving party may disclose the required information to the extent legally permitted.

More specific confidentiality obligations may be established in a Service Agreement or separate confidentiality agreement.

10. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND ANY GENERAL INFORMATION PROVIDED THROUGH THE SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ELLORI MARKETING DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT:

THE SITE WILL ALWAYS BE AVAILABLE, UNINTERRUPTED, OR ERROR-FREE;
THE SITE WILL BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS;
INFORMATION ON THE SITE WILL ALWAYS BE COMPLETE, CURRENT, OR ACCURATE; OR
THE SERVICES WILL PRODUCE ANY PARTICULAR BUSINESS OR MARKETING RESULT.

NOTHING IN THESE TERMS DISCLAIMS ANY WARRANTY OR RIGHT THAT CANNOT LAWFULLY BE DISCLAIMED OR LIMITED UNDER APPLICABLE LAW.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ICON X LLC AND ELLORI MARKETING, AND THEIR OWNERS, MEMBERS, EMPLOYEES, CONTRACTORS, AGENTS, AND SERVICE PROVIDERS, WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITIES, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE SITE OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF ICON X LLC AND ELLORI MARKETING ARISING OUT OF OR RELATING TO THE SITE OR SERVICES WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE CLIENT TO ELLORI MARKETING FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE LIMITATIONS IN THIS SECTION APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW AND DO NOT APPLY TO LIABILITY THAT CANNOT LAWFULLY BE LIMITED OR EXCLUDED.

12. Indemnification

To the maximum extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Icon X LLC, Ellori Marketing, and their owners, members, employees, contractors, agents, and representatives from and against third-party claims, liabilities, damages, losses, judgments, costs, and reasonable attorneys' fees arising out of or relating to:

Your material breach of these Terms;
Your misuse of the Site;
Your violation of applicable law;
Your violation of a third party's rights;
Materials, content, or information you provide to Ellori Marketing that infringe or violate a third party's rights; or
Your unauthorized or unlawful use of the Services.

This indemnification obligation does not apply to the extent a claim results from Ellori Marketing's own gross negligence, willful misconduct, or other conduct for which indemnification cannot legally be required.

13. Suspension and Termination

We may suspend or terminate your access to the Site at any time if we reasonably believe that you have violated these Terms or applicable law, or if necessary to protect the security or integrity of the Site.

Termination of access to the Site does not automatically terminate an active client engagement.

Termination, cancellation, or suspension of an active client engagement will be governed by the applicable Service Agreement.

Any provisions that by their nature should survive termination, including provisions relating to intellectual property, confidentiality, disclaimers, limitations of liability, indemnification, governing law, and dispute resolution, will survive termination to the extent permitted by law.

14. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict-of-law principles.

To the maximum extent permitted by applicable law, any dispute arising out of or relating to these Terms or your use of the Site will be brought exclusively in the state or federal courts located in Arizona, and you consent to the jurisdiction and venue of those courts.

Any dispute relating specifically to an active client engagement will be governed by the dispute-resolution provisions of the applicable Service Agreement, if any.

Nothing in this section prevents either party from seeking temporary or preliminary injunctive or equitable relief in a court of competent jurisdiction when necessary to protect intellectual property, confidential information, or other rights.

15. Electronic Communications and Notices

When you contact us electronically, including by email or through forms on the Site, you consent to receiving electronic communications from us in connection with your inquiry, consultation, business relationship, or Services.

You agree that electronic communications may satisfy legal requirements that such communications be in writing, where permitted by applicable law.

Electronic signatures, electronic acceptances, and electronically transmitted agreements may be legally binding to the same extent as traditional written signatures, where permitted by applicable law.

16. Changes to These Terms

We may update or modify these Terms from time to time.

When we make changes, we will post the revised Terms on the Site and update the “Last Updated” date.

Your continued use of the Site after revised Terms are posted may constitute acceptance of the revised Terms to the extent permitted by applicable law.

Changes to the terms governing an existing client engagement will not modify a previously agreed Service Agreement unless the parties expressly agree otherwise in writing.

17. Severability

If any provision of these Terms is determined to be invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permitted by law or modified to the minimum extent necessary to make it enforceable.

The remaining provisions of these Terms will remain in full force and effect.

18. No Waiver

Our failure to enforce any provision of these Terms will not constitute a waiver of our right to enforce that provision or any other provision in the future.

19. Entire Agreement

These Terms constitute the general terms governing your use of the Site.

For clients who engage Ellori Marketing for Services, these Terms and the applicable Service Agreement, proposal, statement of work, order form, or other written agreement constitute the agreement governing the applicable engagement, subject to the terms and priority provisions stated in the applicable Service Agreement.

If there is a conflict between these Terms and a Service Agreement, the Service Agreement controls with respect to the specific client engagement.

20. Contact Us

If you have questions about these Terms or our Services, please contact us:

Icon X LLC d/b/a Ellori Marketing

Arizona, United States

Email: contact@ellorimarketing.com

Website: ellorimarketing.com