1. Acceptance of Terms
These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and SoCalsMedia, operating as SoCalsMedia ("Company," "we," "us," or "our"). By engaging our Services, signing a services agreement, making a payment, or otherwise indicating acceptance, you agree to be bound by these Terms.
These Terms apply to all services provided by SoCalsMedia including but not limited to: social media management, content creation, video production, digital advertising (Meta Ads, Google Ads), email marketing, SMS marketing, Klaviyo setup and management, ManyChat automation, POS integration, influencer coordination, lead generation, and marketing strategy consulting.
If you do not agree to these Terms, do not engage our Services. These Terms, together with any signed Services Agreement, Scope of Work (SOW), or proposal, constitute the entire agreement between you and SoCalsMedia.
2. Services Description
2.1 Scope
The specific services to be provided will be outlined in a separate Services Agreement, SOW, or proposal document (the 'Service Agreement'). These Terms govern the general relationship; the Service Agreement governs the specific deliverables, timelines, and fees.
2.2 Services May Include
Social media content creation, scheduling, and management (Instagram, Facebook, TikTok, etc.)
On-site photography and videography (4-6 hour sessions)
User-generated content (UGC) coordination and production
Meta Ads campaign creation, management, and optimization (Facebook + Instagram)
Google Ads campaign management
Email marketing setup and management via Klaviyo or equivalent
SMS marketing setup and management
ManyChat automation (comment-to-DM, coupon delivery, lead capture flows)
POS integration for coupon tracking, customer ID mapping, and revenue attribution
Influencer outreach, scheduling, and management
Website and landing page creation or optimization
Affiliate and local partnership outreach
Marketing strategy, consulting, and reporting
Lead generation and outbound prospecting
2.3 What Services Are NOT
SoCalsMedia provides marketing services. We are not and do not provide:
Guaranteed specific financial results, revenue increases, or return on investment
Legal, tax, accounting, or financial advisory services
IT infrastructure, cybersecurity, or web hosting services (beyond what is included in marketing deliverables)
Employee staffing or HR services
Exclusive access to any advertising platform features or inventory
3. Fees, Payments, and Billing
3.1 Service Fees
Fees are specified in the Service Agreement. Unless otherwise stated, all fees are quoted in U.S. Dollars and are exclusive of applicable taxes.
3.2 Payment Terms
Payment is due on the date specified in the Service Agreement (typically the 1st of each month)
Payments are processed via Stripe (credit/debit card or ACH bank transfer)
Late payments are subject to a late fee of 5% of the outstanding balance or $50, whichever is greater, assessed after 7 days past due
Services may be paused or suspended for accounts more than 14 days past due
Accounts more than 30 days past due may result in campaign deactivation and termination of services
3.3 Ad Spend
Advertising spend (the amounts paid directly to Meta, Google, or other platforms for ad delivery) is separate from and in addition to service fees. The Client is responsible for all ad spend. SoCalsMedia manages the allocation and optimization of ad spend but does not guarantee any specific cost-per-result, cost-per-lead, or return on ad spend. Ad spend is non-refundable once spent on the platform.
3.4 Setup Fees
One-time setup fees may apply for initial campaign infrastructure including Klaviyo configuration, Pixel and CAPI installation, POS integration, ManyChat setup, landing page creation, and other technical implementations. Setup fees are non-refundable once work has commenced.
3.5 Refund Policy
Service fees are non-refundable except as specifically provided in the Service Agreement. If a refund is approved, it will be processed within 30 days via the original payment method. Ad spend paid to third-party platforms is never refundable by SoCalsMedia.
4. Client Responsibilities
The Client agrees to:
Provide timely access to all necessary accounts, platforms, and credentials (Meta Business Suite, Instagram, Google, Klaviyo, POS system, website CMS, etc.)
Respond to requests for content approvals, feedback, or information within 48 hours unless a different timeline is agreed
Ensure all business information provided is accurate and up-to-date
Maintain valid payment methods and pay all invoices on time
Ensure legal compliance of their own business operations, offers, and promotions
Provide necessary permissions and legal authority for us to act on their behalf on marketing platforms
Comply with all applicable laws regarding customer data, including obtaining proper consent for email and SMS marketing
Notify us immediately of any changes to their business that may affect ongoing campaigns (closures, menu changes, pricing changes, staffing issues, etc.)
Failure to fulfill Client responsibilities may result in delays, reduced campaign performance, or service modifications. SoCalsMedia is not liable for any losses resulting from Client delays, inaction, or failure to provide required access or approvals.
5. Intellectual Property
5.1 Content Created by SoCalsMedia
All content created by SoCalsMedia during the engagement (including but not limited to photographs, videos, graphics, copy, ad creatives, email templates, landing pages, and marketing materials) is the property of SoCalsMedia until the applicable invoice is paid in full.
Upon full payment, the Client receives a non-exclusive, non-transferable license to use the content for their business purposes. Full ownership transfer of content requires a separate written agreement and may be subject to additional fees.
5.2 Pre-Existing Materials
Each party retains ownership of their pre-existing intellectual property. SoCalsMedia retains ownership of all proprietary systems, templates, processes, methodologies, frameworks, and tools developed independently, including but not limited to campaign structures, automation workflows, reporting templates, and operational SOPs.
5.3 Client Materials
The Client grants SoCalsMedia a non-exclusive, royalty-free license to use the Client's name, logo, brand assets, menu items, product images, and business information for the purpose of delivering the Services and for SoCalsMedia's portfolio, case studies, and marketing materials unless the Client opts out in writing.
6. Confidentiality
6.1 Definition
'Confidential Information' means any non-public information disclosed by either party to the other, including but not limited to: business strategies, financial information, customer data, campaign performance data, pricing, proprietary processes, and trade secrets.
6.2 Obligations
Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) not disclose it to third parties except as necessary to perform the Services or as required by law; (c) use it only for the purposes of the engagement; and (d) protect it with at least the same degree of care used for their own confidential information.
6.3 Exceptions
Confidential Information does not include information that: (a) is or becomes publicly available without breach; (b) was already known to the receiving party; (c) is independently developed without reference to the disclosing party's information; or (d) is rightfully received from a third party without restriction.
6.4 Portfolio and Case Study Rights
SoCalsMedia may use aggregate, anonymized campaign performance data (e.g., percentage increases, ROAS figures, engagement metrics) in its portfolio, case studies, and sales materials. Specific client names will only be used with prior written consent. Client may revoke this consent at any time with 30 days written notice.
7. Data Handling and Processing
7.1 Data Processor Role
When processing customer data on behalf of the Client (e.g., email lists, customer databases, POS transaction data), SoCalsMedia acts as a data processor. The Client remains the data controller and is responsible for the lawfulness of data collection, obtaining necessary consents, and compliance with applicable data protection laws.
7.2 Data Processing Obligations
As a data processor, SoCalsMedia will:
Process personal data only on documented instructions from the Client
Ensure personnel authorized to process data have committed to confidentiality
Implement appropriate technical and organizational security measures
Assist the Client with fulfilling data subject rights requests
Delete or return all personal data upon termination of services (within 90 days), unless retention is required by law
Make available to the Client all information necessary to demonstrate compliance
7.3 Sub-Processors
The Client authorizes SoCalsMedia to engage sub-processors (Klaviyo, Meta, Stripe, ManyChat, etc.) for the purpose of delivering Services. A current list of sub-processors is available upon request. SoCalsMedia will notify the Client of any material changes to sub-processors.
7.4 Data Breach Notification
In the event of a data breach affecting Client customer data, SoCalsMedia will notify the Client without undue delay (and in any event within 72 hours of becoming aware of the breach) and provide reasonable assistance in investigating and mitigating the breach.
8. Limitation of Liability
8.1 No Performance Guarantees
SOCALSMEDIA DOES NOT GUARANTEE ANY SPECIFIC RESULTS FROM THE SERVICES. Marketing results depend on numerous factors beyond our control including but not limited to: market conditions, competition, product/service quality, pricing, staffing, customer experience, seasonality, platform algorithm changes, and economic conditions. Past performance of campaigns is not a guarantee of future results.
8.2 Limitation Cap
TO THE MAXIMUM EXTENT PERMITTED BY LAW, SOCALSMEDIA'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO SOCALSMEDIA DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
8.3 Exclusion of Consequential Damages
IN NO EVENT SHALL SOCALSMEDIA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO: LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITIES, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER SOCALSMEDIA WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.4 Platform Dependency Disclaimer
SoCalsMedia operates on third-party platforms (Meta, Google, Klaviyo, Stripe, etc.) that may change their policies, algorithms, features, pricing, or availability at any time without notice. SoCalsMedia is not liable for any disruption, performance change, or loss caused by changes to third-party platforms. This includes but is not limited to: ad account suspensions, algorithm changes affecting organic reach, platform outages, policy changes affecting ad targeting or delivery, and changes to API availability or functionality.
8.5 Ad Spend Disclaimer
Once ad spend is deployed to a platform (Meta, Google, etc.), it is consumed by that platform and is non-refundable by SoCalsMedia. SoCalsMedia is not liable for platform billing errors, unauthorized charges by platforms, or changes in platform pricing. The Client is responsible for monitoring their own platform billing.
9. Indemnification
9.1 Client Indemnification
The Client shall indemnify, defend, and hold harmless SoCalsMedia, its officers, employees, agents, and contractors from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to: (a) the Client's breach of these Terms; (b) the Client's violation of any law or regulation; (c) any claim that Client-provided materials infringe third-party intellectual property or other rights; (d) the Client's products, services, or business operations; (e) any claim arising from the Client's failure to obtain necessary consents for marketing communications; or (f) any fines, penalties, or damages resulting from the Client's non-compliance with CAN-SPAM, TCPA, CCPA, or other applicable data protection or marketing laws.
9.2 SoCalsMedia Indemnification
SoCalsMedia shall indemnify, defend, and hold harmless the Client from claims directly caused by SoCalsMedia's gross negligence or willful misconduct in performing the Services, provided that the Client gives prompt notice of such claim and cooperates in the defense.
10. Term and Termination
10.1 Term
The initial term of services is specified in the Service Agreement. Unless otherwise stated, services operate on a month-to-month basis after any initial term.
10.2 Termination by Client
The Client may terminate services by providing 30 days written notice. The Client remains responsible for all fees incurred through the termination date, including any minimum commitment periods specified in the Service Agreement.
10.3 Termination by SoCalsMedia
SoCalsMedia may terminate services: (a) for convenience with 30 days written notice; (b) immediately if the Client fails to pay any undisputed invoice within 30 days of the due date; (c) immediately if the Client breaches any material term and fails to cure within 15 days of written notice; or (d) immediately if continuing services would require SoCalsMedia to violate applicable law or platform policies.
10.4 Effect of Termination
Upon termination:
All outstanding invoices become immediately due and payable
Active ad campaigns will be paused (not deleted) within 3 business days unless Client requests otherwise
Access to SoCalsMedia-managed accounts and tools will be transferred or revoked within 14 business days
Client data will be provided in standard export format upon request
Customer data processed on Client's behalf will be deleted within 90 days unless otherwise instructed
Confidentiality obligations survive termination indefinitely
Intellectual property provisions survive termination
11. Dispute Resolution
11.1 Informal Resolution
Before initiating formal dispute resolution, both parties agree to attempt to resolve any dispute through good faith negotiation for a period of at least 30 days.
11.2 Mediation
If informal resolution fails, the parties agree to submit the dispute to non-binding mediation administered in Los Angeles County, California, before a mutually agreed mediator. Each party shall bear its own costs of mediation.
11.3 Arbitration
Any dispute not resolved through mediation shall be settled by binding arbitration administered in Los Angeles County, California, in accordance with the rules of JAMS or another mutually agreed arbitration service. The arbitrator's decision shall be final and binding. Judgment on the award may be entered in any court of competent jurisdiction.
11.4 Governing Law
These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of law principles.
11.5 Limitation Period
Any claim arising from or related to these Terms must be filed within one (1) year after the cause of action accrues. Claims filed after this period are permanently barred.
12. Non-Solicitation and Non-Circumvention
12.1 Non-Solicitation
During the term of services and for a period of twelve (12) months following termination, the Client agrees not to directly or indirectly solicit, recruit, hire, or engage any employee, contractor, or team member of SoCalsMedia who was involved in providing Services to the Client.
12.2 Non-Circumvention
During the term of services and for a period of twelve (12) months following termination, the Client agrees not to directly contact, engage, or contract with any of SoCalsMedia's vendors, sub-contractors, influencers, or service providers that were introduced to the Client through SoCalsMedia, for the purpose of obtaining services similar to those provided by SoCalsMedia, without SoCalsMedia's prior written consent.
13. Force Majeure
Neither party shall be liable for failure or delay in performing obligations due to circumstances beyond their reasonable control, including but not limited to: natural disasters, epidemics, pandemics, government actions, platform outages, cyberattacks, internet disruptions, power failures, or acts of terrorism. The affected party must notify the other party within 7 days and use reasonable efforts to mitigate the impact.
14. General Provisions
14.1 Entire Agreement
These Terms, together with the Service Agreement and Privacy Policy, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior agreements, representations, and understandings.
14.2 Amendments
SoCalsMedia may update these Terms by posting revised Terms on our website. Material changes will be communicated to active Clients via email at least 30 days before taking effect. Continued use of Services after the effective date of changes constitutes acceptance.
14.3 Severability
If any provision of these Terms is found to be unenforceable, the remaining provisions shall remain in full force and effect. The unenforceable provision shall be modified to the minimum extent necessary to make it enforceable while preserving its intent.
14.4 Waiver
The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
14.5 Assignment
The Client may not assign these Terms without SoCalsMedia's prior written consent. SoCalsMedia may assign these Terms in connection with a merger, acquisition, or sale of substantially all assets.
14.6 Independent Contractors
The relationship between SoCalsMedia and the Client is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
14.7 Notices
All formal notices must be in writing and sent to the email addresses associated with the account or as otherwise specified. Notices to SoCalsMedia should be sent to cal@socalsmedia.com.
15. Contact Information

Email: cal@socalsmedia.com
Website: socalsmedia.com
Business: SoCalsMedia
Location: Los Angeles, California