Terms of Service

These Terms of Service (these “Terms”) govern your access to and use of the website located at https://sparkwave.media and any related services offered by SparkWave Media (“SparkWave Media,” “Company,” “we,” “us,” or “our”), an Oregon business operating in Multnomah County, Oregon.

By purchasing, subscribing to, or otherwise using our services, you (“you,” “your,” or “Client”) agree to be bound by these Terms. If you are entering into these Terms on behalf of a business or other legal entity, you represent that you have authority to bind that entity, and “you” refers to that entity.

If you do not agree to these Terms, do not use our Services.

1. Services

SparkWave Media provides digital marketing and advertising services, including, without limitation:

• Facebook and Instagram advertising strategy;
• ad campaign setup, management, and optimization;
• creative development;
• ad copywriting;
• landing page creation and optimization support;
• conversion strategy;
• consulting and campaign analysis; and
• related marketing services agreed to in writing by the parties.

Our Services are provided on an all-in-one, hands-off basis, meaning that we manage the campaign work described above as a service package, subject to the Client’s written approvals and any applicable third-party platform requirements.

2. Service Packages and Fees

Unless otherwise stated in a separate written agreement, our fees consist of:

• a one-time setup fee of $95; and
• a monthly service fee ranging from $200 to $900, depending on the scope of the campaign and services selected by the Client.

The specific fees, billing frequency, billing date, renewal terms, and applicable Services will be disclosed in the applicable order form, invoice, proposal, subscription page, or written confirmation before purchase.

Unless otherwise stated in writing:

• fees are billed in advance;
• all fees are due when invoiced or charged;
• fees are exclusive of taxes, third-party charges, and platform costs unless expressly stated otherwise; and
• fees are nonrefundable only to the extent they have been earned or properly incurred, subject to these Terms and applicable law.

The setup fee is earned as SparkWave Media performs onboarding, account review, campaign planning, configuration, and related preparatory work. Monthly service fees are earned ratably during the applicable billing period as SparkWave Media provides or makes the Services available.

3. Refunds and Unearned Prepayments

The Client is responsible for fees earned and expenses properly incurred through the effective date of cancellation or termination. SparkWave Media will not refund:

• setup services already performed;
• Services provided before cancellation becomes effective;
• advertising spend, taxes, platform charges, or other third-party costs properly incurred on the Client’s behalf; or
• amounts attributable to delays, nonperformance, or additional work caused by the Client.

If the Client has prepaid for Services that have not been earned as of the effective cancellation or termination date, SparkWave Media will refund or credit the unearned portion, except to the extent the amount has been properly committed to a third party or otherwise incurred for the Client.

Nothing in these Terms limits a refund, credit, cancellation right, chargeback right, or other remedy that cannot lawfully be waived, including remedies for unauthorized charges, SparkWave Media’s material nonperformance, or violations of applicable law.

4. Campaign Timing; Approval; Deemed Approval

SparkWave Media will not submit, launch, or make live any campaign material without the Client’s prior written approval, except as expressly provided in this Section.

Written approval may include approval by email, signed proposal or statement of work, approved project-management-system message, or another written method accepted by SparkWave Media.

The Client must review and respond to submitted creative, copy, landing pages, or other campaign materials within 96 hours after delivery, unless a different deadline is stated in writing.

If the Client does not provide written comments, rejection, or requested changes within 96 hours after delivery, the specific materials identified in the approval request will be deemed approved solely for purposes of permitting SparkWave Media to proceed with those materials. This deemed approval is an agreed alternative method of approval and does not authorize SparkWave Media to:

• use materials materially different from those delivered;
• create or launch a new campaign, offer, audience, budget, or advertising claim not included in the materials delivered;
• omit or alter a required disclosure;
• make an earnings, revenue, lead, conversion, or performance claim prohibited by Section 8; or
• engage in fraud, willful misconduct, negligence, unauthorized conduct, or a violation of law.

Any material change requires a new approval request and a new 96-hour review period. SparkWave Media may require affirmative written approval, rather than deemed approval, for initial campaign launches, material budget increases, regulated products or services, legally sensitive claims, testimonials, earnings claims, or other high-risk materials.

A delay in providing approval or requested information may delay launch or performance, except to the extent caused by SparkWave Media’s fraud, willful misconduct, negligence, or violation of law.

5. Client Responsibilities

The Client is responsible for:

• providing accurate, complete, and timely information;
• supplying all product, service, business, and brand information needed to complete the Services;
• obtaining and maintaining all rights, permissions, licenses, and consents necessary for any materials, testimonials, images, logos, trademarks, videos, music, claims, or other content supplied by the Client;
• reviewing and approving all campaign materials before launch;
• ensuring that the Client’s website, landing pages, offers, products, services, and business practices comply with all applicable laws;
• maintaining access to any accounts, pages, websites, or systems required to perform the Services; and
• complying with Meta’s policies and all applicable law.

If the Client fails to provide requested materials, approvals, or access, we may pause the Services without liability.

6. Account Access and Third-Party Platforms

Our Services may require access to the Client’s advertising accounts, business manager, Facebook Page, Instagram account, website, landing page builder, analytics tools, and related systems.

The Client authorizes us to access and manage only those assets necessary to perform the Services. The Client remains the owner and controller of its accounts and assets unless otherwise agreed in writing.

You acknowledge that advertising platforms and related third-party systems, including Meta, control their own policies, review processes, technical systems, and enforcement actions. We do not control and are not responsible for platform decisions, outages, bugs, account restrictions, or policy changes.

We are not liable for any ad rejection, account limitation, suspension, disablement, or termination imposed by Meta or any other third party.

7. Advertising Compliance

The Client represents and warrants that all materials, offers, products, services, and claims supplied by the Client are accurate, lawful, and not misleading.

The Client further represents and warrants that:

• the Client has all rights necessary to use any materials provided to us;
• the Client’s business and promotional practices comply with all applicable laws;
• the Client will not request unlawful, deceptive, defamatory, infringing, or noncompliant advertising; and
• the Client will provide substantiation for any claims that require support under applicable law.

We may refuse to create, edit, or run any ad, landing page, copy, or campaign element that we reasonably believe violates law, Meta policy, or our internal standards.

8. Sales Representations; No Guarantee

SparkWave Media does not guarantee any specific result from the Services, including sales, leads, clicks, conversions, calls, revenue, return on advertising spend, account growth, audience reach, ad approval, or any particular business outcome.

Examples, estimates, projections, forecasts, prior results, case studies, strategy notes, opinions, demonstrations, testimonials, and discussions concerning potential performance are not promises or guarantees unless expressly stated as a binding commitment in a written agreement signed by an authorized representative of SparkWave Media.

Sales personnel may not:

• guarantee or promise specific earnings, revenue, leads, conversions, return on advertising spend, or other results;
• state or imply that a result is typical, ordinary, expected, or representative without substantiation;
• use cherry-picked, unrepresentative, or selectively presented results;
• misstate or exaggerate prior results;
• omit a material qualification, assumption, limitation, or condition; or
• characterize an illustrative example as a prediction or promise.

Subject to applicable recording, privacy, employment, and other laws, SparkWave Media may monitor and retain relevant sales calls, emails, text messages, customer-relationship-management records, presentations, and other communications for compliance, training, quality assurance, and dispute-resolution purposes.

No salesperson, employee, contractor, agent, or other representative is authorized to make a knowingly false or misleading statement or to make a guarantee, warranty, or performance promise outside these Terms or a separate written agreement signed by an authorized representative of SparkWave Media.

Nothing in this Section limits any nonwaivable right or remedy or excuses fraud, willful misconduct, negligence, unauthorized charges, statutory violations, or other unlawful conduct.

9. Ownership of Deliverables

Upon full payment of all fees due, the Client will own the final, delivered assets created specifically for the Client under the Services, including final approved ad creatives, final approved copy, and final approved landing pages, to the extent such ownership is transferable and subject to any third-party rights.

Notwithstanding the foregoing:

• we retain ownership of our pre-existing tools, templates, frameworks, workflows, processes, know-how, and general marketing methodologies;
• we retain ownership of any underlying drafts, working files, and internal materials unless otherwise agreed in writing; and
• the Client may use final assets in other ways, including on its own channels or with other vendors, subject to applicable law and any third-party rights.

The Client acknowledges that certain components may incorporate third-party materials, software, fonts, stock assets, or platform-dependent elements that may be subject to separate licenses or restrictions.

10. Intellectual Property License From Client

The Client grants us a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, display, distribute, and create derivative works from any materials the Client supplies to us solely for the purpose of performing the Services.

The Client represents and warrants that it has all necessary rights to grant this license.

11. Billing; Recurring Charges

The Client’s billing cycle, recurring charge, renewal frequency, applicable Services, and cancellation deadline will be disclosed clearly and conspicuously before enrollment. The disclosure will state that the Services continue on a month-to-month basis until canceled, the amount or method for determining each recurring charge, when recurring charges begin, and how the Client may cancel.

Before charging a recurring fee, SparkWave Media will obtain the Client’s affirmative consent to the recurring arrangement through the checkout page, a checkbox, signature, electronic acceptance, or comparable affirmative act.

By providing a payment method and affirmatively consenting to recurring billing, the Client authorizes SparkWave Media and its payment processor to charge authorized setup fees, recurring service fees, applicable taxes, and properly incurred third-party charges disclosed to the Client. SparkWave Media will not charge recurring fees after cancellation becomes effective or charge any amount not authorized by the Client or permitted by law.

If a payment is declined, reversed, or disputed, SparkWave Media may suspend Services after providing notice where reasonably practicable. This right does not apply to an unauthorized charge and does not limit the Client’s rights under applicable law.

12. Cancellation

The Client may cancel the Services at any time by:

• emailing hello@sparkwave.media;
• calling (877) 727-5928; or
• using another cancellation method that is easy to find and reasonably easy to use.

Cancellation will not require the Client to use a method materially more burdensome than the method used to enroll.

To avoid the next scheduled recurring charge, the Client should submit the cancellation request at least 10 calendar days before the next billing date. The 10-day period is an administrative cutoff for preventing the next scheduled charge; it does not prevent the Client from canceling at any other time.

A cancellation request received fewer than 10 calendar days before the next billing date ordinarily becomes effective at the end of the then-current paid billing period. SparkWave Media will not charge a new recurring period after the effective cancellation date. If a charge is processed after cancellation because it was already submitted for processing, SparkWave Media will refund or credit any unearned amount and any unauthorized amount.

Cancellation does not eliminate responsibility for fees earned or expenses properly incurred before the effective cancellation date.

13. Suspension and Termination

SparkWave Media may suspend Services after providing notice and a reasonable opportunity to cure if the Client:

• fails to pay an amount when due;
• materially breaches these Terms;
• fails to provide required access, information, content, or approvals; or
• requests advertising that SparkWave Media reasonably believes is unlawful, deceptive, infringing, or likely to violate platform rules.

SparkWave Media may suspend or terminate Services immediately when reasonably necessary to address fraud, security risks, unlawful conduct, or a material risk of legal or platform enforcement.

Upon termination, the Client remains responsible for fees earned and authorized expenses incurred through the effective termination date. SparkWave Media will not charge recurring fees for periods after termination, except for charges already incurred or otherwise authorized by law.

14. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE DISCLAIM IMPLIED WARRANTIES ONLY TO THE EXTENT THE DISCLAIMER IS PERMITTED BY APPLICABLE LAW.

We do not warrant that the Services will be uninterrupted, error-free, or free from delays caused by third parties. No oral or informal statement creates a warranty or guarantee unless expressly included in a written agreement signed by an authorized representative of SparkWave Media.

Nothing in these Terms excludes or limits liability or any warranty, representation, or remedy for fraud, willful misconduct, negligence, unauthorized charges, violation of applicable law, or any matter that cannot lawfully be excluded or limited.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SparkWave Media will not be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits, lost revenue, lost business, or loss of goodwill.

SparkWave Media’s total liability arising out of or relating to the Services or these Terms will not exceed the amounts paid by the Client for the Services giving rise to the claim during the three months preceding the event giving rise to liability, or $100, whichever is greater.

The exclusions and limitation in this Section do not apply to liability arising from:

• fraud or intentional misrepresentation;
• willful misconduct;
• negligence to the extent liability cannot lawfully be limited;
• unauthorized charges or intentional billing misconduct;
• violation of applicable law to the extent limitation is prohibited;
• infringement or misappropriation by SparkWave Media of a third party’s intellectual-property rights; or
• any other liability that cannot lawfully be excluded or limited.

16. Indemnification

The Client will indemnify and hold harmless SparkWave Media and its members, managers, employees, contractors, agents, affiliates, successors, and assigns from third-party claims, damages, judgments, penalties, costs, and reasonable attorneys’ fees to the extent arising from:

• materials, products, services, offers, or claims supplied or approved by the Client;
• the Client’s breach of these Terms;
• the Client’s violation of law or third-party rights; or
• allegations that Client-supplied materials infringe, misappropriate, or violate intellectual-property, privacy, publicity, or other third-party rights.

The Client will have no obligation to indemnify a claim to the extent caused by SparkWave Media’s fraud, willful misconduct, negligence, unauthorized conduct, violation of law, or material breach of these Terms.

The party seeking indemnification must promptly provide written notice of the claim. Failure to provide prompt notice relieves the indemnifying party of its obligations only to the extent materially prejudiced by the delay.

The indemnifying party may control the defense with counsel reasonably acceptable to the indemnified party. The indemnified party may participate with its own counsel at its own expense. The indemnifying party may not settle a claim without the indemnified party’s prior written consent if the settlement admits fault, imposes nonmonetary obligations, or fails to provide a complete release. SparkWave Media may assume control of the defense if the Client fails to defend a covered claim after reasonable notice.

17. Independent Contractor

We are an independent contractor and not the Client’s employee, partner, joint venturer, fiduciary, or agent. Nothing in these Terms creates any agency, partnership, employment, or franchise relationship.

18. Force Majeure

We will not be liable for any delay or failure in performance caused by events beyond our reasonable control, including platform outages, policy changes, internet failures, cyberattacks, natural disasters, labor disputes, acts of government, or other force majeure events.

19. Governing Law; Venue

These Terms and any dispute arising out of or relating to them or the Services will be governed by the laws of the State of Oregon, without regard to conflict of laws principles.

Any lawsuit or proceeding arising out of or relating to these Terms or the Services shall be brought exclusively in the state or federal courts located in Multnomah County, Oregon, and each party consents to personal jurisdiction and venue in those courts, unless the parties agree otherwise in writing.

20. Notices

All notices to SparkWave Media must be sent to:

SparkWave Media
5441 S Macadam Ave #6304
Portland, OR 97239, USA
Email: hello@sparkwave.media
Phone: (877) 727-5928

Notices to the Client will be sent to the email address provided by the Client or otherwise used in connection with the account. Email notice will be deemed received when sent, absent a bounce-back or delivery failure notice.

21. Changes to These Terms

We may update these Terms prospectively by posting an updated version on our website or otherwise notifying the Client in writing. An updated provision will not apply to Services or a billing period already paid for unless required by law or separately accepted by the Client.

No change to a recurring charge, billing frequency, renewal term, cancellation right, or other material recurring-billing term will become effective unless the Client receives advance written notice of the change and affirmatively accepts the changed term. If the Client does not accept the change, the Client may cancel before the change becomes effective.

22. Nonwaivable Rights

Nothing in these Terms excludes, limits, or waives any right or remedy that cannot lawfully be excluded, limited, or waived, including rights under Oregon’s automatic-renewal and consumer-protection laws. See Or. Rev. Stat. §§ 646A.293–646A.295; Or. Rev. Stat. § 646.608.

If any provision conflicts with a nonwaivable legal requirement, the legal requirement controls, and the remaining provisions remain effective to the fullest extent permitted by law.

23. Miscellaneous

Entire Agreement. These Terms, together with any proposal, statement of work, invoice, order form, or written agreement, constitute the entire agreement between the parties concerning the Services and supersede all prior or contemporaneous discussions, proposals, representations, negotiations, and understandings concerning those Services.

Order of Precedence. If a conflict exists between these Terms and another written document, the document most recently signed by both parties controls only with respect to the specific subject matter of the conflict. An invoice, subscription page, sales presentation, email, or other document not signed by an authorized representative of SparkWave Media does not amend or override these Terms.

Amendment. No amendment is effective unless in writing and signed by both parties, except that the enrollment, billing, cancellation, and affirmative-consent procedures stated in these Terms may be documented electronically.

SparkWave Media may make nonmaterial administrative changes prospectively by notice. Material changes require advance notice and, where they affect recurring charges, renewal terms, or cancellation rights, the Client’s affirmative consent.

Salesperson Authority. No salesperson, employee, contractor, agent, or other representative may modify these Terms or bind SparkWave Media to a guarantee, warranty, performance promise, or other commitment outside a written agreement signed by an authorized representative of SparkWave Media.

Savings Clause. Nothing in these Terms excludes, limits, or waives a right or remedy that cannot lawfully be excluded, limited, or waived, including rights under Oregon’s automatic-renewal and consumer-protection laws. See Or. Rev. Stat. §§ 646A.293–646A.295; Or. Rev. Stat. § 646.608.

Severability. If any provision is held invalid or unenforceable, the remaining provisions will remain in effect to the fullest extent permitted by law.

Waiver. A failure to enforce any provision is not a waiver of that provision.

Assignment. The Client may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, sale, reorganization, or transfer of assets.

Headings. Headings are for convenience only and do not affect interpretation.

24. Contact Information

Questions about these Terms should be directed to:

SparkWave Media
5441 S Macadam Ave #6304
Portland, OR 97239, USA
Email: hello@sparkwave.media
Phone: (877) 727-5928

By using our Services, the Client acknowledges that it has read, understood, and agreed to these Terms, including the provisions concerning sales representations, non-reliance, authority, performance limitations, and disclaimers of warranties.