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Terms of Service

Effective Date: 7/1/26Last Updated: 7/1/26

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 non-refundable 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 monthly fee applicable to a Client will be disclosed in the applicable order form, invoice, proposal, subscription page, or written confirmation.

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
  • all amounts are non-refundable once billed, to the maximum extent permitted by law.

3. No Refunds

All fees are non-refundable once billed, including the setup fee, monthly service fee, and any fees for work already begun or completed.

This no-refund policy applies regardless of:

  • whether the Client chooses to cancel after billing;
  • whether the Client uses all or part of the Services;
  • the timing of campaign launch relative to the billing date;
  • platform approval delays;
  • Client delays in providing approvals or information;
  • changes in business needs, strategy, or budget; or
  • dissatisfaction with performance, results, or outcomes.

If we are unable to provide the Services for reasons within our control, we may, in our discretion, issue a partial or full refund, credit, or make-good, but we are under no obligation to do so except as required by law.

4. Campaign Timing; Approval; No Work Without Written Approval

Nothing will be submitted, launched, or made live without the Client’s prior written approval.

Written approval may include approval by:

  • email;
  • signed proposal or statement of work;
  • approved project management system message; or
  • another written method we accept in writing.

The Client must review and respond to submitted creative, copy, landing pages, or other campaign materials within 96 hours of delivery unless a different deadline is stated in writing. If the Client does not respond within that time, the Client is deemed to have approved the materials and SparkWave Media may proceed with the work and/or launch the campaign.

Any delay in providing written approval may delay launch or performance and is not our responsibility.

We will not be responsible for missed deadlines, delayed launches, or missed opportunities caused by the Client’s failure to approve materials in writing in a timely manner.

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. Performance Limitation; No Guarantee

We do not guarantee any specific result from the Services.

Without limiting the foregoing, we do not guarantee:

  • sales;
  • leads;
  • clicks;
  • conversions;
  • calls;
  • revenue;
  • return on ad spend;
  • account growth;
  • audience reach;
  • ad approval;
  • that the Client will see its own ads; or
  • any particular business outcome.

Advertising performance depends on factors outside our control, including market conditions, consumer behavior, competition, budget, seasonality, offer quality, website performance, and platform algorithms.

Any examples, estimates, prior results, strategy notes, or discussions are for informational purposes only and are not guarantees or warranties of future performance.

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 begins on the date the Client signs up through sparkwave.media. The Services are month-to-month and charges are auto-recurring.

Unless otherwise stated in writing, monthly service charges will begin once the Client’s ads are live. By providing a payment method, the Client authorizes us and our payment processor to charge all amounts due, including the setup fee, recurring monthly fees, applicable taxes, chargeback fees, late fees, and collection costs permitted by law.

If any payment is declined, reversed, disputed, or charged back, we may suspend the Services immediately and without liability.

12. Cancellation

Either party may cancel the Services according to the cancellation process stated in the applicable proposal, order form, invoice, or written agreement.

Unless a different notice period is stated in writing, the Client must provide at least 10 days’ written notice before the next billing date to avoid the next recurring charge.

Cancellation does not relieve the Client of responsibility for fees already billed or accrued. No refunds will be issued for cancellation after billing has occurred, except as required by law.

13. Suspension and Termination

We may suspend or terminate the Services immediately if:

  • the Client breaches these Terms;
  • the Client fails to make payment when due;
  • the Client requests or requires unlawful or noncompliant advertising;
  • the Client fails to provide approvals, access, or information necessary to perform the Services; or
  • continued performance would create legal, reputational, or operational risk.

Upon termination, the Client remains responsible for all accrued fees and charges.

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 ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM DELAYS CAUSED BY THIRD PARTIES.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

  • WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST BUSINESS, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; and
  • OUR TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE TOTAL AMOUNTS PAID BY THE CLIENT TO US FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE THREE MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR IF GREATER, ONE HUNDRED DOLLARS ($100), TO THE EXTENT PERMITTED BY LAW.

16. Indemnification

The Client agrees to defend, indemnify, and hold harmless SparkWave Media, its members, managers, employees, contractors, agents, affiliates, successors, and assigns from and against any claims, liabilities, damages, losses, judgments, penalties, fines, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:

  • the Client’s products, services, offers, claims, or business practices;
  • materials supplied by the Client;
  • the Client’s breach of these Terms;
  • the Client’s violation of law or third-party rights;
  • the Client’s advertising content, landing pages, or sales funnel; or
  • any allegation that the Client’s materials infringe, misappropriate, or violate intellectual property or publicity rights.

We may assume the exclusive defense and control of any matter subject to indemnification, and the Client agrees to cooperate in our defense.

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 from time to time by posting an updated version on our website or otherwise notifying the Client in writing. The updated Terms will become effective on the date stated in the revised version. Continued use of the Services after that date constitutes acceptance of the updated Terms.

22. 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.

Amendment. No amendment is effective unless in writing and signed by both parties.

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.

23. 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.