Terms of Service

These Terms of Service (the "Agreement") are between Proximo Ads LLC, a New Jersey limited liability company ("Próximo Ads," "we," "us," or "our"), and you ("Client" or "you"). They govern your purchase and use of our marketing services, our website proximoads.com, our client dashboard (the "Portal") and our mobile app (together, the "Services").

If you use the Services on behalf of a business, you confirm that you are authorized to accept this Agreement for that business, and "you" means that business. By placing an order, creating an account or using the Services, you agree to this Agreement. If you do not agree, do not use the Services.

1. Our Services

1.1 What we provide

We provide the marketing services you order, as described on our pricing page or in a written proposal ("Order"), which may include website design and publishing, Google Business Profile setup, professional email, social media management, graphic design and advertising management. We also give you access to the Portal to view your billing, analytics and advertising results and to message us.

1.2 License to use the Portal and app

Subject to this Agreement, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to use the Portal and app for your internal business purposes while you are a client. We own the Portal, app and the tools, templates and know-how we use to deliver the Services.

1.3 Accounts

You must give us complete and accurate information and keep your login credentials confidential. You are responsible for activity under your account and must tell us promptly about any unauthorized use. You may not impersonate anyone.

1.4 Age requirement

The Services are for businesses and individuals 18 or older. If you believe someone under 18 is using the Services, contact us at hello@proximoads.com.

2. Orders, billing and payment

2.1 Subscription plans

The Credibility and Growth plans are billed every three (3) months in advance. Your first three-month period is billed at the introductory price shown at checkout. Each following period is billed at the regular price. Plans renew automatically each period until you cancel (Section 3).

2.2 Individual services

Individual services are billed as stated on the pricing page or in your Order: per year (Website, Google Business Profile, Professional email), per month per platform (Social media management, Advertising) or per project (Graphic design). Recurring individual services also renew automatically until cancelled. Professional email requires an active website service.

2.3 Taxes

Prices do not include taxes. You are responsible for applicable sales, use, value-added and similar taxes, which we will add to your invoice where required. Please keep your billing address accurate.

2.4 Payment

You authorize us and our payment processor (Stripe) to charge your payment method for all fees when due. Fees are in U.S. dollars. If we bill you by invoice, payment is due within 15 days of the invoice date. If a payment fails, we will notify you and may pause the Services after 10 days until payment is received. We may correct clear pricing errors, even after issuing an invoice.

2.5 Advertising spend is separate

Our Advertising service and the Growth plan cover managing your campaigns. Your advertising budget ("ad spend") is not included. Ad spend is paid directly to the ad platforms (such as Google, Meta, TikTok, LinkedIn, Pinterest, Reddit, Amazon or X) using your own payment method, or reimbursed to us only if you agree in writing. You decide your ad budget, and you are responsible for charges from the platforms.

2.6 Price changes

We may change our prices. We will give you at least 30 days' notice by email or in the Portal before a price increase applies to your plan or service. The new price applies from your next billing period after the notice period. If you don't agree, you may cancel before it takes effect.

3. Cancellation and refunds

• Cancelling: you may cancel any plan or recurring service at any time by emailing hello@proximoads.com or through the Portal. Cancellation takes effect at the end of your current billing period, and you keep the Services until then.
• Refunds: fees already paid are non-refundable, including for partially used billing periods, except where required by law or stated in writing by us.
• Graphic design projects are non-refundable once work has started.
• Introductory pricing applies only to your first billing period and only once per business.

4. Your responsibilities

• Provide accurate information, content and timely feedback and approvals. Timelines depend on receiving what we need from you.
• Make sure you have the rights to all content you give us (logos, photos, text, music, trademarks) and that it does not infringe anyone's rights or break the law.
• Grant us the account access needed (for example, admin access to your Google Business Profile, social pages and ad accounts) and keep it in place while we provide the Services.
• Comply with the terms and advertising policies of the platforms we use for you. Platforms may reject or remove ads or content, or suspend accounts, under their own rules.
• Approve the claims, offers and prices in your ads and posts. You are responsible for their accuracy and for any licenses your business needs.

5. Content, ownership and accounts

• Your content: you keep ownership of the content you give us. You grant us a license to use, copy, edit and publish it only to provide the Services.
• Deliverables: once you have paid in full, you own the final designs, logos and website content we create specifically for you ("Deliverables"), excluding our pre-existing templates, code, tools and know-how, which we license to you for use with your Deliverables. Third-party materials (such as stock photos, fonts or plugins) remain subject to their own licenses.
• Your accounts: your social media pages, Google Business Profile, ad accounts and domain name are registered in your name and belong to you. We act as an administrator while we provide the Services.
• After cancellation: your website, hosting and professional email provided by us remain active until the end of your paid period. On request, we will help you transfer your domain, website files and email to another provider. We may delete hosted content 30 days after the end of the Services.

6. Acceptable use

You may not, and may not allow others to: (i) use the Services to infringe or violate anyone's rights or any law; (ii) reverse engineer or try to extract the source code of the Portal or app, except where the law allows; (iii) scrape or extract data from the Portal or app by automated means; (iv) upload or ask us to process sensitive information (such as health information, financial account numbers or government ID numbers) unless we have agreed in writing; (v) upload malicious code; (vi) probe, scan or test the security of the Platform or bypass authentication; or (vii) use the Services to promote illegal, deceptive or prohibited products or services.

7. Confidentiality

Each of us may share non-public information with the other (such as business plans, pricing, campaign results or login credentials) ("Confidential Information"). The receiving party will use it only to perform this Agreement, protect it with at least reasonable care, and not disclose it except to people who need to know it and are bound by similar duties, or when required by law (with prompt notice where allowed). This does not cover information that is public through no fault of the receiving party, was already known without restriction, was rightfully received from a third party, or was independently developed.

8. Privacy and data protection

Our Privacy Policy explains how we handle personal information. When we process personal information on your behalf (for example, leads from your campaigns or messages to your pages), our Data Processing Addendum applies and forms part of this Agreement. Our current subprocessors are listed here.

9. Third-party services

The Services rely on third-party platforms and tools (such as Google, Meta, Stripe, Hostinger, Supabase and Metricool). We don't control them and don't guarantee their availability, policies or results. Their terms apply to your use of them. We may change the third-party tools we use, as long as the Services remain materially the same.

10. Feedback

If you send us ideas or suggestions, we may use them without restriction or payment to you.

11. Publicity

You grant us the right to display your business name and logo as a client, and to show work we created for you, on our website, social media and proposals, without needing further approval.

12. Term, suspension and termination

This Agreement starts when you first use the Services and continues until all Orders end or it is terminated. Either party may terminate for convenience by giving notice; paid periods then run until their end as described in Section 3. We may suspend or terminate the Services immediately if you materially breach this Agreement, fail to pay, misuse the Services, create a security or legal risk, or if required by law. Sections that by their nature should survive termination (including 2, 3, 5, 7, 13, 14 and 15) will survive.

13. Disclaimers

We will perform the Services with reasonable skill and care. Otherwise, the Services are provided "as is" and "as available." To the fullest extent allowed by law, we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement.

Marketing results vary. We do not guarantee any specific number of visitors, followers, leads, sales, rankings, cost per lead or return on ad spend. Any examples of past results, including typical cost-per-client ranges, are illustrations, not promises. We are not responsible for decisions made by search engines and ad platforms, such as ranking changes, ad disapprovals or account suspensions.

14. Limitation of liability and indemnity

To the fullest extent allowed by law: (a) neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue, goodwill or data; and (b) each party's total liability for all claims relating to this Agreement will not exceed the fees you paid us in the six (6) months before the claim. These limits do not apply to your payment obligations, a party's indemnity obligations, or liability that cannot be limited by law.

You will defend and indemnify Próximo Ads against third-party claims arising from your content, your products or services, your breach of this Agreement, or your violation of law or platform policies.

15. General

• Governing law and venue: this Agreement is governed by the laws of the State of New Jersey, without regard to conflict-of-law rules. The state and federal courts located in New Jersey have exclusive jurisdiction, unless consumer-protection law where you live requires otherwise.
• Changes: we may update this Agreement. For material changes, we will notify you by email or in the Portal at least 15 days in advance. If you continue using the Services after changes take effect, you accept them. If you don't, you may cancel.
• Assignment: you may not assign this Agreement without our written consent. We may assign it in connection with a merger, acquisition or sale of assets.
• Force majeure: except for payment obligations, neither party is liable for delays caused by events beyond its reasonable control.
• Notices: we may send notices by email to the address on your account or in the Portal. Notices to us go to hello@proximoads.com or Proximo Ads LLC, 61 Corbin Avenue, Jersey City, NJ 07306.
• Entire agreement and severability: this Agreement (with any Order and the DPA) is the entire agreement on its subject. If any part is unenforceable, the rest remains in effect. Not enforcing a right is not a waiver.
• Language: this Agreement is available in English and Spanish. If they differ, the English version controls, except where local law requires otherwise.

Questions? Email hello@proximoads.com.