Terms of service
Terms of Service
Last Updated: May 11, 2025
Effective Date: Mayr 11, 2025
1. Acceptance of Terms
These Terms of Service ("Terms," "Agreement," or "ToS") constitute a legally binding agreement between Xelevante ("we," "us," "our," "Company," or "Service Provider") and you ("you," "your," "Client," or "User"). By accessing our website (xelevante.com), purchasing our services, or using any of our offerings, you acknowledge that you have read, understood, and agree to be bound by all terms and conditions contained herein.
If you do not agree with any part of these Terms, you must immediately cease using our website and Services. Your continued use of our website or Services following any modifications to these Terms constitutes your acceptance of the revised Terms.
These Terms apply to all individuals and entities, including but not limited to sole proprietors, partnerships, corporations, and other business entities, regardless of their jurisdiction of incorporation or operation.
2. Definitions
For the purposes of this Agreement, the following terms shall have the meanings ascribed to them:
"Services" refers to all marketing, advertising management, creative services, strategic consulting, and related offerings provided by Xelevante, including but not limited to Facebook and TikTok advertising management, creative design, market research, store optimization, and performance analysis.
"Client" refers to any individual or entity that has entered into an agreement with Xelevante to receive Services.
"Platform" refers to any third-party advertising, social media, or e-commerce platform, including but not limited to Facebook, TikTok, Google Ads, Instagram, Shopify, and similar services.
"Content" refers to any materials, data, information, creative assets, advertisements, or other materials created, used, or provided in connection with the Services.
"Intellectual Property" refers to all patents, trademarks, copyrights, trade secrets, and other intellectual property rights.
"Confidential Information" refers to any non-public information disclosed by one party to the other in connection with this Agreement.
3. Services Description
3.1 Nature of Services
Xelevante provides digital marketing and advertising management services designed to help e-commerce businesses and direct-to-consumer (DTC) brands scale their operations through paid advertising on social media platforms. Our Services include, but are not limited to:
•Creation and management of advertising accounts on Facebook, TikTok, and other platforms
•Development and execution of advertising campaigns
•Creative design services, including ad copy, images, and video content
•Market research and competitive analysis
•Product research and trend analysis
•Store optimization and product upload services
•Retargeting campaign management
•Performance monitoring and reporting
•Strategic consulting and recommendations
3.2 Scope of Services
The specific Services to be provided are determined by the service package selected by the Client and outlined in the applicable service agreement or invoice. Xelevante reserves the right to modify or adjust the Services based on Client feedback, market conditions, and strategic recommendations.
3.3 Service Packages
Xelevante offers multiple service packages at varying price points, including but not limited to Starter Pack, Insight Pack, Creative Pack, Growth Pack, Scaling Pack, and Performance Pack. Each package includes a specific set of deliverables and services as described on our website or in the applicable service agreement.
4. Fees and Payment Terms
4.1 Service Fees
Client agrees to pay Xelevante the fees specified in the applicable service agreement, invoice, or pricing page on our website. All fees are stated in United States Dollars (USD) unless otherwise specified.
4.2 Payment Schedule
Fees are due and payable in advance of service delivery, unless otherwise agreed in writing. Payment must be received before Xelevante initiates work on the Client's account. For recurring services, fees are due on the date specified in the service agreement and will be automatically charged to the payment method provided by the Client.
4.3 Payment Methods
Xelevante accepts payment via credit card, debit card, bank transfer, and other payment methods as specified on our website. All payment information is processed securely through third-party payment processors.
4.4 Late Payment
If payment is not received by the due date, Xelevante may, at its sole discretion, suspend or terminate the Services. Late payments may incur a late fee of 1.5% per month (18% per annum) or the maximum rate permitted by applicable law, whichever is lower.
4.5 Taxes
All fees are exclusive of applicable sales tax, value-added tax (VAT), goods and services tax (GST), or other similar taxes. Client is responsible for paying all applicable taxes. If Client is tax-exempt, Client must provide valid tax exemption documentation.
4.6 Currency Fluctuation
If payment is made in a currency other than USD, Client is responsible for any currency conversion fees or fluctuations. Xelevante will not be liable for any losses resulting from currency exchange rate changes.
5. Refund Policy
5.1 No Refunds
All payments made to Xelevante for Services are final and non-refundable. This includes payments for service packages, consulting services, creative services, and any other offerings. Once payment is received, Xelevante considers the Services to have been initiated, and resources and expertise are immediately allocated to the Client's project.
5.2 No Guarantee of Results
Xelevante does not guarantee any specific results, outcomes, or return on investment (ROI) from the Services provided. The marketing and advertising industry is inherently dynamic and subject to numerous factors beyond Xelevante's control, including but not limited to platform algorithm changes, market conditions, audience behavior, competitive landscape, and the Client's product or service quality.
5.3 Client's Sole Remedy
If Client is dissatisfied with the Services, Client's sole remedy is to terminate the agreement and cease using the Services. Client shall not be entitled to any refund, credit, or compensation.
5.4 Advertising Costs
Client is solely responsible for all advertising expenditures and costs incurred on third-party platforms (Facebook, TikTok, Google Ads, etc.). Xelevante's fees cover only the provision of our Services and do not include any platform advertising costs. Client acknowledges that advertising costs are separate from Xelevante's service fees and are the Client's sole responsibility.
6. Client Responsibilities
6.1 Provision of Information
Client agrees to provide Xelevante with all necessary information, access credentials, and materials required to deliver the Services. This includes access to advertising accounts, e-commerce platforms, product information, target audience data, and any other information necessary for campaign execution.
6.2 Account Access and Credentials
Client grants Xelevante full access to Client's advertising accounts, e-commerce platforms, and related accounts as necessary to perform the Services. Client is responsible for ensuring that Xelevante has the necessary permissions and access levels to execute the Services.
6.3 Compliance with Platform Terms
Client is solely responsible for ensuring that Client's use of third-party platforms (Facebook, TikTok, Google Ads, etc.) complies with the terms of service, policies, and guidelines of those platforms. Xelevante is not responsible for any violations of platform policies or terms of service committed by Client or resulting from Client's actions.
6.4 Product Compliance
Client warrants that all products and services offered through Client's store or advertising campaigns comply with all applicable laws, regulations, and industry standards. Client is solely responsible for product quality, safety, legality, and compliance.
6.5 Accurate Information
Client agrees to provide accurate, complete, and truthful information to Xelevante. Client is responsible for the accuracy of all data, product descriptions, pricing information, and other details provided to Xelevante.
6.6 Communication and Feedback
Client agrees to communicate promptly with Xelevante regarding campaign performance, feedback, and any concerns. Client is responsible for providing timely feedback to enable Xelevante to optimize campaigns and Services.
7. Intellectual Property Rights
7.1 Pre-Existing Intellectual Property
All intellectual property, materials, tools, methodologies, processes, and systems that existed prior to the engagement or were developed independently by Xelevante remain the exclusive property of Xelevante. This includes but is not limited to proprietary marketing strategies, templates, frameworks, software, and other assets.
7.2 Client-Provided Materials
Client retains ownership of all materials, content, and information provided by Client to Xelevante ("Client Materials"). Client grants Xelevante a non-exclusive, royalty-free license to use Client Materials solely for the purpose of providing the Services.
7.3 Work Product
All creative work, content, designs, copy, strategies, and recommendations developed by Xelevante specifically for Client in the course of providing the Services ("Work Product") are owned by Xelevante. Client receives a non-exclusive, non-transferable license to use the Work Product solely for the purpose of operating Client's business and in accordance with these Terms.
7.4 Restrictions on Use
Client may not reproduce, distribute, modify, adapt, translate, or create derivative works based on the Work Product without Xelevante's prior written consent. Client may not sublicense, sell, rent, lease, or otherwise transfer the Work Product to third parties.
7.5 Attribution
Client agrees to provide appropriate attribution to Xelevante where commercially reasonable and as requested by Xelevante.
7.6 Third-Party Content
Xelevante may use third-party content, including stock images, music, fonts, and other materials, in the Work Product. Client's use of such third-party content is subject to the terms and licenses of the respective third parties.
8. Confidentiality
8.1 Confidential Information
Each party agrees to maintain the confidentiality of all non-public information disclosed by the other party in connection with this Agreement, including but not limited to business strategies, financial information, customer data, marketing strategies, and technical information ("Confidential Information").
8.2 Permitted Disclosures
A party may disclose Confidential Information only to its employees, contractors, and service providers who have a legitimate need to know and who are bound by confidentiality obligations. A party may also disclose Confidential Information if required by law or court order, provided that the disclosing party gives the other party prompt notice to allow the other party to seek protective measures.
8.3 Duration
Confidentiality obligations shall survive the termination of this Agreement and continue for a period of three (3) years, except for trade secrets, which shall remain confidential indefinitely.
9. Limitation of Liability and Disclaimers
9.1 No Warranties
XELEVANTE PROVIDES THE SERVICES ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. XELEVANTE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY.
9.2 No Guarantee of Results
XELEVANTE DOES NOT GUARANTEE ANY SPECIFIC RESULTS, OUTCOMES, SALES, REVENUE, RETURN ON INVESTMENT (ROI), OR PERFORMANCE METRICS. THE SUCCESS OF ANY MARKETING CAMPAIGN DEPENDS ON NUMEROUS FACTORS BEYOND XELEVANTE'S CONTROL, AND XELEVANTE SHALL NOT BE LIABLE FOR ANY FAILURE TO ACHIEVE CLIENT'S BUSINESS OBJECTIVES.
9.3 Third-Party Platforms
XELEVANTE IS NOT RESPONSIBLE FOR THE OPERATION, PERFORMANCE, RELIABILITY, OR AVAILABILITY OF THIRD-PARTY PLATFORMS (FACEBOOK, TIKTOK, GOOGLE ADS, SHOPIFY, ETC.). XELEVANTE IS NOT LIABLE FOR ANY CHANGES TO PLATFORM POLICIES, ALGORITHMS, FEATURES, OR FUNCTIONALITY THAT MAY AFFECT THE SERVICES OR CLIENT'S BUSINESS.
9.4 Limitation of Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL XELEVANTE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, EVEN IF XELEVANTE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.5 Cap on Liability
EXCEPT AS REQUIRED BY APPLICABLE LAW, XELEVANTE'S TOTAL LIABILITY TO CLIENT FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO XELEVANTE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
9.6 Sole Remedy
CLIENT'S SOLE AND EXCLUSIVE REMEDY FOR ANY DISSATISFACTION WITH THE SERVICES IS TO TERMINATE THE AGREEMENT AND CEASE USING THE SERVICES.
10. Indemnification
10.1 Client Indemnification
Client agrees to indemnify, defend, and hold harmless Xelevante and its officers, directors, employees, agents, and affiliates from any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney's fees) arising out of or relating to:
•Client's use of the Services
•Client's violation of these Terms
•Client's violation of any applicable law or regulation
•Client's infringement or violation of any third-party intellectual property rights
•Client's products, services, or business practices
•Any content or materials provided by Client
•Any claims by third parties related to Client's business or products
10.2 Xelevante Indemnification
Xelevante agrees to indemnify, defend, and hold harmless Client from any third-party claims that the Work Product, as provided by Xelevante and used in accordance with these Terms, infringes any third-party intellectual property rights, provided that Client has not modified the Work Product without Xelevante's consent.
11. Termination
11.1 Termination by Client
Client may terminate this Agreement at any time by providing written notice to Xelevante. Termination shall be effective upon receipt of notice. Upon termination, Client shall remain responsible for all fees accrued up to the date of termination and shall not be entitled to any refund.
11.2 Termination by Xelevante
Xelevante may terminate this Agreement at any time for any reason, including but not limited to Client's breach of these Terms, non-payment of fees, or Client's violation of any applicable law or platform policy. Xelevante may also terminate the Agreement if Client's business or products violate applicable laws or platform policies.
11.3 Effect of Termination
Upon termination, all rights and obligations of the parties shall cease, except for obligations that by their nature are intended to survive termination, including but not limited to payment obligations, confidentiality obligations, indemnification, and limitation of liability.
11.4 Survival
The following sections shall survive any termination or expiration of this Agreement: Fees and Payment Terms, Refund Policy, Intellectual Property Rights, Confidentiality, Limitation of Liability, Indemnification, Dispute Resolution, and Governing Law.
12. Dispute Resolution
12.1 Informal Resolution
Before initiating formal legal proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiation. Either party may initiate negotiations by sending a written notice to the other party describing the dispute.
12.2 Mediation
If the parties are unable to resolve the dispute through negotiation within thirty (30) days, either party may initiate mediation. The parties agree to participate in mediation in good faith and to share the costs of mediation equally.
12.3 Arbitration
If the parties are unable to resolve the dispute through mediation, any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) or similar arbitration body, in accordance with its rules and procedures. The arbitration shall be conducted by a single arbitrator and shall be held in [Your Jurisdiction]. The prevailing party shall be entitled to recover reasonable attorney's fees and costs.
12.4 Injunctive Relief
Notwithstanding the foregoing, either party may seek injunctive relief or other equitable remedies in court to prevent irreparable harm or to enforce intellectual property rights.
13. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of [Your Jurisdiction], without regard to its conflict of law principles. Any legal action or proceeding arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts located in [Your Jurisdiction], and the parties irrevocably consent to the jurisdiction and venue of such courts.
14. Modifications to Terms
14.1 Right to Modify
Xelevante reserves the right to modify these Terms at any time. Modifications shall be effective upon posting to our website or upon notice to Client. Client's continued use of the Services following any modifications constitutes Client's acceptance of the revised Terms.
14.2 Notification
Xelevante will provide notice of material changes to these Terms by posting the updated Terms on our website and updating the "Last Updated" date at the top of this document. For significant changes, Xelevante may provide additional notice via email.
15. Entire Agreement
This Agreement, together with any service agreements, invoices, and other documents referenced herein, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral. If any provision of this Agreement is found to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.
16. Severability
If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed, and the remaining provisions shall remain in full force and effect. The parties agree to negotiate in good faith to replace any severed provision with a valid and enforceable provision that achieves the original economic and legal objectives.
17. 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. Any waiver must be in writing and signed by the waiving party. The waiver of any breach shall not constitute a waiver of any subsequent breach.
18. Assignment
Client may not assign, transfer, or delegate any rights or obligations under this Agreement without Xelevante's prior written consent. Any attempted assignment in violation of this provision shall be void. Xelevante may assign this Agreement to any successor or affiliate without Client's consent.
19. Notices
Any notices required under this Agreement shall be in writing and delivered by hand, sent via certified mail, email, or other reliable means to the addresses specified by the parties. Notices shall be deemed received upon delivery.
20. Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures and PDF signatures shall have the same force and effect as original signatures.
21. Relationship of Parties
Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency, or employment relationship between the parties. Each party is an independent contractor.
22. Third-Party Beneficiaries
This Agreement is intended solely for the benefit of the parties hereto and their respective successors and assigns. No third party has any rights or claims under this Agreement.
23. Force Majeure
Neither party shall be liable for any failure or delay in performance under this Agreement resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, pandemics, government actions, or third-party platform outages. The affected party shall provide prompt notice and shall use reasonable efforts to resume performance.
24. Compliance with Laws
Client agrees to comply with all applicable federal, state, local, and international laws, regulations, and industry standards in connection with Client's use of the Services and Client's business. Client is solely responsible for ensuring that Client's products, services, and business practices comply with all applicable laws.
25. Prohibited Uses
Client agrees not to use the Services for any unlawful, fraudulent, deceptive, or harmful purposes, including but not limited to:
•Promoting illegal products or services
•Engaging in fraud, money laundering, or other financial crimes
•Violating intellectual property rights
•Harassing, threatening, or defaming any individual or entity
•Distributing malware or engaging in cyberattacks
•Violating platform policies or terms of service
•Engaging in spam or unsolicited communications
•Promoting discriminatory, hateful, or violent content
26. Data Protection
Client is responsible for ensuring that Client's collection and use of customer data complies with all applicable data protection laws, including but not limited to the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and other privacy laws. Client shall indemnify Xelevante for any violations of data protection laws.
27. Contact Information
For questions, concerns, or notices regarding these Terms of Service, please contact us at:
We will respond to your inquiry within thirty (30) days of receipt.
28. Acknowledgment
BY USING OUR WEBSITE OR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY PART OF THESE TERMS, YOU MUST IMMEDIATELY CEASE USING OUR WEBSITE AND SERVICES.
End of Terms of Service
This Terms of Service is a legally binding document. Your use of Xelevante's website and Services constitutes your acceptance of these Terms.
Last Updated: May 11, 2025
Effective Date: May 11, 2025