Last Updated: July 1, 2025
Legal Entity: Winterless Digital, LLC (a Florida limited liability company)
Doing Business As: Winterless Digital / Winterless Digital Marketing
Plain-Language Snapshot
• We provide marketing + consulting services (strategy, digital, creative, advisory).
• You own your brand assets, ad accounts, and business data; we access them only to do the work.
• Marketing is probabilistic. No guarantees on rankings, leads, or revenue. We do promise professional effort.
• Our liability is limited and we’re not responsible for consequential damages.
• Florida law; disputes in Volusia County courts unless we both agree otherwise.
• Do not send Protected Health Information (PHI) unless we’ve both signed a Business Associate Agreement (BAA).
• These Terms work together with any signed Statement of Work (SOW), Order Form, or Services Agreement. If there’s a conflict, the signed document controls.
1. Acceptance of These Terms
By accessing our website, engaging us for services, signing a proposal, clicking “I agree,” paying an invoice, or otherwise instructing us to perform work, you accept these Terms. If you accept on behalf of a company, you represent you have the authority to bind that company. If you do not agree, do not use our site or services.
2. Relationship to Signed Agreements
Most client work runs under a written SOW, Order Form, or Marketing Services Agreement (MSA) that defines scope, pricing, timelines, and special terms. Those signed documents override these Terms if they conflict. These Terms fill the gaps for website visitors, inquiries, small projects, and general use of our materials.
3. Services
Winterless delivers a broad range of marketing and growth solutions: digital strategy, campaign planning, paid search + paid social, SEO (local + technical), content + copy, creative + branding, marketing analytics + reporting, conversion optimization, website design/build/refresh, reputation + listings management, email + lifecycle marketing, and advisory / consulting engagements (including fractional leadership roles). Scope for a given project is defined in the applicable SOW.
4. Access You Grant Us
You agree to provide timely, appropriate user‑level access (not personal logins) to the platforms and data we need: ad accounts, analytics, tag managers, CMS, review tools, marketing automation, scheduling, CRMs, and related systems. Delays in access can delay or degrade results. We aren’t responsible for performance impacts caused by missing or late access.
5. Ownership; License to Use Your Materials
You retain ownership of your brand assets, creative files, data, accounts, and other materials you supply. You grant Winterless a limited, revocable license to access and use those materials solely to provide the services.
5.1 Deliverables We Create for You
Upon full payment, we assign to you all right, title, and interest we own in custom deliverables we uniquely create for your project (copy, designs, page builds, ad creative), excluding: (a) our pre‑existing tools, software, templates, and know‑how; (b) third‑party licensed content; and (c) generalized, de‑identified learnings or frameworks we may reuse.
5.2 Portfolio Reference (Opt‑Out Available)
We may list you as a client (name and/or logo) and display publicly launched work (e.g., a live website screenshot) in decks, proposals, and on our site. If you prefer not to be referenced, email us at hello@winterlessdigitalmarketing.com and we’ll opt you out. We will never share nonpublic campaign data or metrics without your written permission.
6. Fees, Billing & Payment
Rates, billing cadence, and included services are set in the applicable SOW/MSA. Unless stated otherwise: (1) Monthly retainers bill in advance; (2) Advertising platforms (e.g., Google, Meta) bill you directly for media spend unless we expressly agree to pass‑through; (3) Invoices are due upon receipt. Late or failed payments may result in paused work, suspended platform access, late fees, and/or collections of unpaid balances.
7. Term; Renewal; Early Termination
Engagement term is defined in the SOW. If no term is stated, work is month‑to‑month and may be ended by either party with 30 days’ written notice. For term‑based engagements, early termination and related fee consequences (if any) are governed by the SOW.
8. Confidentiality
Each party agrees to protect the other’s nonpublic business, financial, technical, strategic, and operational information and to use it only as needed to perform under the engagement. Confidential information does not include information that is public, independently developed, or lawfully obtained from another source.
9. No Performance Guarantees
Many factors outside our control affect marketing results (budgets, algorithms, competition, creative testing, conversion paths, client follow‑through). Accordingly, we do not guarantee rankings, traffic, leads, conversions, revenue, or ROI. We commit to providing professional, commercially reasonable services aligned with the agreed scope.
10. Evaluation Standard
Performance is evaluated on whether we delivered the services defined in the SOW in a professional manner and within agreed parameters—not on whether a particular business outcome occurred.
11. Limitation of Liability
Indirect Damages Excluded. Neither party is liable to the other for indirect, incidental, special, consequential, or punitive damages (including lost profits or lost business opportunities).
Cap. Winterless’ total liability for all claims arising out of or related to the services provided under these Terms is limited to the fees you paid Winterless for those services in the three (3) months immediately preceding the event giving rise to the claim, unless a different cap appears in an applicable SOW (in which case the SOW controls).
Essential Basis. You acknowledge this allocation of risk is a material part of our bargain.
12. Independent Contractor Status
We provide services as an independent contractor. Nothing in these Terms creates a partnership, joint venture, employer‑employee, or agency relationship.
13. Acceptable Use & Content Standards
You are responsible for the legality, accuracy, and appropriateness of all materials, claims, and data you supply. You represent that you have all necessary rights and permissions. You will not request that we publish or promote content that is fraudulent, defamatory, misleading, or unlawful (including unsubstantiated clinical claims). We may refuse or suspend work that we reasonably believe violates law, platform policy, or professional standards.
14. Regulated Data & PHI
Winterless is not a HIPAA covered entity. Do not send us Protected Health Information (PHI) unless we have executed a Business Associate Agreement (BAA) covering that data. If you transmit PHI without a BAA, you represent that the data is de‑identified or that you have all required permissions and you agree to hold us harmless from resulting claims.
15. Security & Account Hygiene
Provide role‑based logins wherever possible. Avoid sharing personal credentials. Remove or downgrade our access when the engagement ends. Rotate shared passwords after we’ve completed initial setup.
16. Suspension of Services
We may pause or throttle services (including removing platform access) for nonpayment, untimely provision of required materials, or compliance concerns after reasonable notice. Work resumes once the issue is resolved.
17. Dispute Resolution; Governing Law; Venue
These Terms, and any dispute arising out of or relating to them or the services, are governed by the laws of the State of Florida without regard to conflict‑of‑laws rules. The parties agree to the exclusive jurisdiction and venue of the state and federal courts located in Volusia County, Florida, unless we both agree in writing to arbitration or another forum.
18. Changes to These Terms
We may update these Terms periodically. We’ll revise the “Last Updated” date when we do. If a change materially affects existing clients (fees, liability, data use), we’ll provide at least 15 days’ advance notice by email or in‑app message. Continued use of our site or services after the effective date constitutes acceptance of the updated Terms.
19. Contact Us
Questions about these Terms or your account?
Email: hello@winterlessdigitalmarketing.com
Mail: Winterless Digital, LLC
1 SE Ocean Blvd.
Stuart, FL 34994
USA
