Terms & Conditions

These Terms & Conditions (“Agreement”) apply to all services provided by MindSpark Digital, a division of MSDFL Ventures, Inc., and govern all client engagements unless otherwise stated in a separate written agreement.

By accepting a proposal or statement of work issued by MindSpark Digital, the client agrees to these Terms & Conditions in full. These terms are intended to be read in conjunction with any project-specific proposal, pricing, or scope documents provided to the client.

  1. Scope of Services

    MindSpark Digital ("Agency") will provide the marketing services outlined in the "Proposed Services" section of this proposal. Any additional services not listed will require a separate agreement or formal addendum. Certain deliverables may include access to proprietary tools and platforms developed by MindSpark Digital, including but not limited to the SparkDash reporting system, provided as part of the agreed service tier.

  2. Term & Renewal

    This agreement operates on a month-to-month basis, beginning on the date of onboarding kickoff unless otherwise specified. Either party may terminate the agreement with thirty (30) days' written notice.

  3. Payment Terms

    All services are billed monthly in advance. Payment is due upon receipt of invoice. Failure to remit payment within fifteen (15) days may result in paused services until the account is current. All payments are non-refundable once work has commenced.

  4. Project Changes and Additional Work

    Service scope is defined in the initial agreement. Any client-requested changes, expansions, or additions to services after project kickoff will be considered out of scope and may be billed separately at MindSpark Digital’s standard hourly rate of $175.00 or quoted as a new project.

  5. Responsibilities to One Another

    MindSpark Digital agrees to: • Perform all services outlined in the agreed scope of work with professionalism, expertise, and reasonable care • Maintain clear, timely communication throughout the project • Deliver work according to the timelines and milestones defined during onboarding, subject to timely client cooperation • Protect the confidentiality of any sensitive or proprietary client information The Client agrees to: • Provide timely access to all necessary assets, systems, and third-party platforms (such as CRM, website, email marketing, and ad accounts) required to complete the services. • Designate a primary point of contact responsible for approvals, feedback, and project coordination • Review deliverables and provide feedback or approvals within five (5) business days unless otherwise specified • Communicate any changes to project goals, priorities, or timelines promptly to avoid delays or scope misalignment • Both parties agree to work collaboratively, act in good faith, and remain committed to the shared goal of achieving the outlined marketing objectives

  6. Approvals and Acceptance

    Upon completion of initial setup or major deliverables, the Client will have five (5) business days to review and formally approve the work. If no approval or feedback is received within that timeframe, deliverables will be deemed accepted.

  7. Confidentiality and Data Privacy

    Both parties agree to maintain the confidentiality of any proprietary or sensitive information shared during the course of the project, including but not limited to login credentials, customer lists, financial data, marketing strategies, and proprietary workflows. MindSpark Digital will implement commercially reasonable measures to protect all data entrusted by the Client. However, the Client remains responsible for ensuring that all third-party systems under their control maintain appropriate privacy, security, and compliance standards.

  8. Intellectual Property

    All marketing materials, creative assets, copywriting, designs, strategies, or campaigns produced by MindSpark Digital during the course of the project shall become the exclusive property of the Client upon full payment of all invoices associated with the work. MindSpark Digital retains the right to use general methods, frameworks, templates, and non-client-specific tools developed during the project for future client work or internal purposes.

  9. Use of Work for Portfolio and Marketing

    MindSpark Digital reserves the right to reference completed work for promotional purposes, including case studies, portfolio examples, and marketing materials, unless the Client specifically requests in writing that their project remain private.

  10. Indemnification

    Each party warrants that its respective performance under this agreement will not knowingly infringe upon or violate any third-party rights, including copyrights, trade secrets, trademarks, patents, inventions, or nondisclosure rights. The Client agrees to indemnify and hold harmless MindSpark Digital against all costs (including attorneys’ fees), damages, and liabilities arising from negligent or intentional acts constituting a violation of any third-party rights. To the fullest extent permitted by law, the Client shall pay any expenses or damages incurred by MindSpark Digital as a result of third-party claims regarding materials provided by the Client, even after termination of this agreement.

  11. No Guarantees

    The Client acknowledges and agrees that MindSpark Digital makes no specific guarantee or warranty regarding the search providers, publishers, or platforms to which it submits advertising, including paid search advertising, organic visibility, or placement results. MindSpark Digital does not warrant the number of calls, clicks, impressions, website visits, or any specific performance outcome. While best practices will be employed, MindSpark Digital does not guarantee error-free performance but will act promptly to correct any identified issues.

  12. Disclaimer of Warranties

    To the maximum extent permitted by applicable law, MindSpark Digital and its suppliers disclaim all warranties not expressly set forth herein, whether express or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose regarding MindSpark Digital’s services.

  13. Limitation of Liability

    MindSpark Digital’s total liability for any claims arising out of this agreement shall not exceed the total amount paid by the Client for services rendered in the three (3) months preceding the event giving rise to the claim. MindSpark Digital shall not be liable for any direct or indirect financial loss, including but not limited to business interruptions, revenue decline, reputation damage, operational disruptions, or any negative changes to the Client’s business resulting from marketing strategies, third-party platform changes, market conditions, or force majeure events. In no event shall either party be liable for incidental, consequential, or punitive damages.

  14. Force Majeure

    Neither party shall be liable for any delay or failure to perform its obligations under this agreement if such delay or failure results from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, labor disputes, supply chain interruptions, governmental actions, or national emergencies. Affected timelines will be extended for the duration of the force majeure event.

  15. Governing Law

    This agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflict of law principles.

  16. Dispute Resolution

    In the event of a dispute, both parties agree to make a good faith effort to resolve the issue informally within ten (10) business days of written notice. If unresolved, the parties agree to submit the dispute to non-binding mediation prior to initiating any legal action. Any mediation or legal proceedings shall occur in Hillsborough County, Florida.

  17. Changes to Terms and Conditions

    MindSpark Digital reserves the right to update, modify, or amend these Terms and Conditions to reflect changes in services, applicable laws, or internal business practices. Clients will be notified of material changes via email or other reasonable means. Continued use of services after updates constitutes acceptance of the revised Terms and Conditions.

  18. Digital Consent and Acceptance

    By electronically signing or accepting this proposal, the Client acknowledges and agrees to be bound by these Terms and Conditions. Digital acceptance shall serve as a binding agreement between the parties, enforceable as if signed in person.

  19. Assignment

    MindSpark Digital may assign, delegate, or subcontract any rights or obligations under these Terms and Conditions without prior consent.

  20. Miscellaneous

    These Terms and Conditions represent the entire agreement between the parties regarding MindSpark Digital’s provision of services. Agreement to these Terms is binding upon signature of this proposal and extends to the Client’s successors and assigns.

  21. Authority

    The individual signing this proposal certifies that they are authorized to purchase services and bind their company to this agreement.

  22. Effective Upon Execution

    These Terms and Conditions become binding upon acceptance of the proposal and/or payment of the first invoice.