Terms of Conditions / Privacy Policy

CLIENT SERVICES AGREEMENT

Evolution Web & Marketing Inc.

Last updated: 1/4/2026

This Client Services Agreement (“Agreement”) governs all services provided by Evolution Web & Marketing Inc. (“Evolution,” “we,” “us,” or “our”) to the client (“Client,” “you,” or “your”).

By engaging Evolution, Client agrees to the following terms.

1. Scope of Services

Evolution provides professional marketing services, which may include:

Website design and development
Search engine optimization (SEO)
Paid digital advertising
Traditional advertising, including print, radio, outdoor, and offline media
Strategy, consulting, and campaign management
AI optimization and AI-assisted marketing services, including content optimization, structured data, automation, AI tools, and emerging search or discovery platforms

Evolution does not provide web hosting services. Websites are hosted through third-party platforms, including CMS Max, which operate under their own terms and conditions.

2. Scope Control, Change Orders & Out-of-Scope Work

Services are limited to what is outlined in the applicable proposal, statement of work (SOW), invoice, or written agreement.

Any work requested outside the agreed scope—including additional pages, revisions, integrations, migrations, data entry, emergency work, or platform changes—may require a separate quote or be billed at Evolution’s then-current rates.

Written or electronic approval constitutes acceptance of deliverables.

3. Timelines & Client-Caused Delays

Project timelines are estimates and depend on timely Client feedback, approvals, and content delivery.

Delays caused by the Client may extend timelines without penalty to Evolution. If a project is paused for more than 45 days due to Client inactivity, Evolution may close the project and require a restart fee to resume work.

4. Client Responsibilities

Client agrees to:

Provide lawful, accurate, and complete information
Ensure all content, products, and services comply with applicable laws
Respond to requests for approvals and materials in a timely manner
Treat Evolution staff professionally and respectfully

Client remains solely responsible for its business operations and compliance.

5. Billing & Payments

Invoices are issued electronically on the 1st of each month
Payment is due within forty-five (45) days of the invoice date
Past-due balances may incur a late charge of the lesser of 1.5% per month or the maximum amount permitted by law
A 3% credit card processing fee applies to all credit card payments
Fees already paid are non-refundable

Client remains responsible for all charges incurred prior to cancellation or suspension.

6. Nonpayment, Suspension & CMS Max Platform Authority

If an account becomes more than sixty (60) days past due, Client expressly authorizes Evolution to:

Suspend marketing services
Request temporary suspension of the Client’s website or services hosted through CMS Max
Coordinate directly with CMS Max pursuant to Evolution’s platform agreement

Client acknowledges:

CMS Max is the hosting provider
Evolution has authority to initiate suspension requests
Suspension due to nonpayment is a contractual remedy, not a penalty

7. Marketing Performance Disclaimer & No Guarantees

All marketing results are inherently variable.

Client agrees that Evolution makes no guarantees regarding:

Sales, revenue, leads, conversions, or ROI
Search engine rankings or positioning
Google Business Profile visibility
Paid advertising placement or performance
AI-driven or algorithm-based discovery systems

Services are provided on a best-effort basis, not outcome-based guarantees.

8. Paid Advertising Platforms, Account Access & Ownership

Evolution manages paid advertising using proprietary account structures, methodologies, and internal systems.

Direct access to advertising portals (Google Ads, Meta, etc.) is not provided unless agreed to in writing.

All advertising accounts, configurations, campaign structures, data, and billing profiles created or maintained by Evolution remain the sole property of Evolution and are not transferable upon termination.

Clients receive reporting and performance summaries in lieu of direct access.

9. Third-Party Platforms & Limitation of Control

Evolution does not control third-party platforms including CMS Max, Google, Meta, banks, or processors.

Evolution is not responsible for outages, suspensions, policy changes, or enforcement actions by third parties.

10. Regulated & High-Risk Industry Rider

This applies to Clients in regulated or high-risk industries, including but not limited to:

CBD, hemp, peptides, research compounds, firearms, ammunition, vape, nicotine, alcohol, supplements, and age-restricted products.

Client acknowledges:

Laws and platform rules vary and change frequently
Approval, rankings, advertising access, or processing approval are not guaranteed
Client is solely responsible for legal compliance
Evolution does not provide legal, medical, or regulatory advice

11. Claims, Substantiation & FTC Compliance

Client represents that all marketing claims, product statements, and advertisements are truthful, non-misleading, and properly substantiated.

Client is solely responsible for compliance with FTC rules, state regulations, and platform policies.

12. Age-Restricted Products

Client is responsible for age gates, ID verification, shipping restrictions, and jurisdictional compliance where required.

13. Credit Card Processing, Fraud & Illegal Activity Disclaimer

Evolution does not provide merchant processing services and is not an ISO.

Evolution is not responsible for:

Transaction laundering or fronting
Processing unrelated or third-party payments
Illegal drugs or prohibited products
Processor, bank, or card-network violations

Client agrees to defend, indemnify, and hold harmless Evolution from all claims, penalties, investigations, chargebacks, or losses related to payment activity.

14. Immediate Termination for Illegal or Prohibited Activity

Evolution may immediately terminate services without notice and without refund if Client engages in illegal, deceptive, fraudulent, or prohibited conduct.

Outstanding balances remain due.

15. Confidentiality

Each party agrees to keep confidential any non-public business, technical, or financial information disclosed during the engagement.

16. Limitation of Liability

To the fullest extent permitted by law, Evolution’s total liability shall not exceed the fees paid by Client in the three (3) months preceding the event giving rise to the claim.

17. Indemnification

Client agrees to indemnify and hold harmless Evolution from claims arising from Client content, conduct, or violations of this Agreement.

18. False Statements (CRFA-Safe)

Nothing restricts honest opinions or reviews. Client agrees not to knowingly make false statements of fact intended to mislead or defame Evolution.

19. Term & Cancellation

Unless otherwise stated, services are month-to-month. Client may cancel with 30 days’ written notice. Fees are non-refundable.

20. Collections

Client is responsible for all reasonable collection costs, including attorney fees, incurred to collect overdue balances.

21. Governing Law

This Agreement is governed by the laws of the State of New York, USA. International clients agree U.S. law applies.

WEBSITE TERMS OF USE

1. Acceptance

Use of this website constitutes acceptance of these Terms.

2. Use Restrictions

You may not misuse, scrape, disrupt, or unlawfully access the website.

3. Intellectual Property & Content Responsibility

Evolution does not own client content and is not responsible for stolen, illegal, defamatory, or infringing materials supplied or uploaded by users.

You agree to indemnify Evolution for any claims arising from such content.

Evolution does not provide server access, source code access, or hosting infrastructure. Hosting is provided by third-party platforms such as CMS Max.

4. Merchant Processing Disclaimer

Evolution does not provide payment processing and is not responsible for illegal or improper transaction activity.

5. No Professional Advice

Content is informational only.

6. Disclaimer & Limitation of Liability

Website is provided “as is.” Use at your own risk.

7. Governing Law

New York law applies.