These Terms of Service ("Terms") govern (a) your use of shalmedia.com and any subdomains we operate, and (b) the services SHAL Media LLC ("SHAL Media", "we", "us", or "our") provides under any signed Statement of Work, Master Services Agreement, or order form ("Engagement").
By using the website or signing an Engagement, you agree to be bound by these Terms. If you don't agree, don't use the site or sign the Engagement.
Hierarchy of documents: if there is a conflict between these Terms and a signed Engagement, the signed Engagement controls for the matter in dispute.
These Terms govern website use and the standard form of our service relationships. Every paid engagement is signed under a separate SOW that may modify specific provisions.
SHAL Media provides performance marketing services, including paid media management, social media management, content production, lifecycle marketing, landing page design, and conversion optimization. The exact scope of any engagement is defined in a signed Statement of Work (SOW).
We are an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, or employer/employee relationship between SHAL Media and any client.
Every paid engagement begins with a signed SOW or order form that specifies:
Any change to scope, deliverables, or fees must be agreed in writing (email is sufficient) before work begins.
Monthly retainers are invoiced on or around the 1st of each month and are due on receipt, payable within 7 days. Payment is by ACH, wire, or credit card via our payment processor.
SHAL Media does not take a percentage of ad spend, and we do not bill clients for ad spend. Each client funds their own ad accounts directly with the platforms (Google, Meta, TikTok, LinkedIn, etc.). We never have authority to commit a client to ad spend.
If an invoice is more than 15 days overdue, we may pause work after written notice. Past-due amounts accrue interest at 1.5% per month or the maximum permitted by law, whichever is lower. Reasonable collection costs (including attorneys' fees) are recoverable.
Retainer fees are non-refundable for services already performed. If we terminate an engagement for cause attributable to us (e.g., we materially breach the SOW and don't cure within 30 days), we will refund the prorated portion of any prepaid fees for services not yet delivered.
To deliver results, we need our clients to:
We are not responsible for delays or performance shortfalls caused by a client's failure to meet these obligations.
Anything a client provides — brand assets, product information, customer lists, copy, photography — remains the client's property.
Upon receipt of full payment for the deliverables in question, SHAL Media assigns to the client all right, title, and interest in the final, accepted creative deliverables produced specifically for that client (ad creatives, landing page designs, copy). The client receives a perpetual, royalty-free license to use those deliverables for the purposes contemplated in the SOW.
We retain ownership of our pre-existing materials and any general tools, frameworks, dashboards, templates, audit playbooks, and methodologies we use to deliver services. We grant clients a limited license to use any of those embedded in deliverables, for the client's internal business purposes.
If a deliverable includes third-party stock photography, music, or licensed software, we will pass through the relevant licenses; the client is responsible for complying with their terms.
Each party agrees to keep the other party's confidential information confidential. "Confidential information" means non-public business, financial, technical, or strategic information disclosed during the engagement, marked or reasonably understood to be confidential.
The duty of confidentiality survives termination of the engagement for three (3) years, except for trade secrets, which remain protected for as long as they qualify as trade secrets under applicable law.
Standard exclusions apply: information that (a) becomes public through no fault of the receiving party, (b) was already known to the receiving party, (c) is independently developed without use of the disclosing party's confidential information, or (d) is required to be disclosed by law (with notice, where permitted).
We warrant that we will perform our services in a professional and workmanlike manner consistent with industry standards and the SOW. If we materially fail to do so and are notified in writing within 30 days, our sole obligation is to re-perform the affected services at no additional cost.
Marketing performance depends on many factors outside our control, including platform algorithms, competitive bidding, client product quality, market conditions, and macroeconomic environment. SHAL Media does not guarantee any specific business outcome — including but not limited to revenue, ROAS, CAC, lead volume, conversion rate, ranking, traffic, or impressions.
The website is provided "as is" and "as available." To the maximum extent permitted by law, we disclaim all warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
To the maximum extent permitted by applicable law: (a) neither party will be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including lost profits or lost data, even if advised of the possibility; and (b) each party's total cumulative liability arising out of or related to the engagement is capped at the fees paid by the client to SHAL Media in the twelve (12) months preceding the event giving rise to the claim.
The cap and exclusions do not apply to: (i) a party's indemnification obligations, (ii) breach of confidentiality, (iii) infringement of the other party's intellectual property, or (iv) liability that cannot be limited under applicable law.
By the client. The client will defend, indemnify, and hold harmless SHAL Media against third-party claims arising out of (a) the client's products or services, (b) any content, data, lists, or materials the client provides for use in campaigns, including any claim that the foregoing infringes a third party's IP or violates law, or (c) the client's breach of these Terms or the SOW.
By SHAL Media. We will defend, indemnify, and hold harmless the client against third-party claims arising out of our work product infringing a US patent, copyright, or trademark — provided the claim is not based on (i) modifications the client made without our consent, (ii) materials supplied by the client, or (iii) combination with other materials not supplied by us.
After the initial term specified in the SOW (typically 90 days), either party may terminate the engagement for any reason on 30 days' prior written notice.
Either party may terminate immediately if the other party materially breaches the engagement and fails to cure within 30 days of written notice, or becomes insolvent, files for bankruptcy, or ceases to do business.
On termination: (a) the client pays for all services performed through the effective date of termination, (b) we deliver any in-progress, paid-for work product in its current state, (c) each party returns or destroys the other party's confidential information, and (d) sections that by their nature should survive (IP, confidentiality, liability, indemnity, governing law) survive.
Unless the SOW says otherwise, we may identify the client as a customer (name and logo) on our website, in pitch materials, and in case studies. We will not disclose specific revenue figures, account-level metrics, or proprietary strategy without the client's prior written approval. Either party may revoke publicity consent on written notice; we will remove the client's mark from our website within 30 days of revocation.
These Terms and any engagement are governed by the laws of the State of Florida, USA, without regard to its conflict-of-laws rules.
Before filing any formal proceeding, the parties will attempt in good faith to resolve any dispute through direct discussion between senior representatives within 30 days of written notice.
If a dispute is not resolved informally, it will be brought exclusively in the state or federal courts located in Broward County, Florida, and each party consents to personal jurisdiction there. Each party waives any right to a jury trial to the extent permitted by law.
Either party may seek equitable relief (injunctive or otherwise) in any court of competent jurisdiction to protect intellectual property or confidential information.
Questions about these Terms?
Attn: Legal
South Florida, USA
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