Terms & Conditions

La Jolla Marketing and Client may each be referred to individually as a “Party” and collectively as the “Parties.”

1. DEFINITIONS

1.1 Agreement

“Agreement” means these Terms and Conditions together with any proposal, scope of work, work authorization, project agreement, or other written agreement that references these Terms and Conditions.

1.2 Client

“Client” includes the client identified in the applicable proposal, scope of work, work authorization, or agreement, as well as any affiliates, representatives, agents, stakeholders, or end clients for whom Client is acting or presenting itself as authorized to act.

1.3 Confidential Information

“Confidential Information” includes all technical and non-technical information disclosed by either Party, including business information, financial information, customer lists, marketing plans, analytics data, strategies, designs, code, systems, processes, passwords, credentials, trade secrets, proprietary information, and communications between the Parties.

1.4 Deliverables

“Deliverables” means items specifically identified in a proposal or scope of work to be designed, developed, configured, customized, written, delivered, or otherwise produced by La Jolla Marketing for Client.

1.5 Services

“Services” means all services performed by La Jolla Marketing under this Agreement, including website design, website development, Shopify development, ecommerce setup, SEO, PPC, analytics, digital marketing, consulting, design, content, maintenance, support, and related services.

1.6 Third-Party Software

“Third-Party Software” means software, themes, plugins, applications, integrations, SaaS tools, open-source libraries, or other materials owned or controlled by a third party.

2. SERVICES

2.1 Scope of Work

La Jolla Marketing will provide Services and Deliverables as described in the applicable proposal or Scope of Work.

Client is responsible for reviewing the Scope of Work carefully and confirming that it accurately reflects the requested Services and Deliverables.

2.2 Fixed Price Projects

Fixed-price projects are limited to the Services specifically described in the applicable proposal or Scope of Work.

Additional work, revisions, features, requests, or scope changes may require additional approval and may be billed separately.

2.3 Time & Materials Projects

Time & Materials projects are billed based on actual time worked at the agreed hourly rate.

Any estimates of time are made in good faith but are not guarantees.

2.4 Client Cooperation

Client agrees to provide timely access to information, assets, credentials, approvals, product information, feedback, and other materials reasonably necessary to complete the Services.

Delays caused by Client may affect timelines, launch schedules, and project costs.

2.5 Change Requests

Either Party may request changes to an approved Scope of Work.

La Jolla Marketing may accept or reject requested changes in its discretion. Approved changes may affect pricing, timelines, and project scope.

2.6 Work Outside Scope

If La Jolla Marketing performs Services outside the approved Scope of Work and Client accepts or uses those Services, Client agrees to compensate La Jolla Marketing at its current hourly rate unless otherwise agreed in writing.

3. PAYMENT TERMS

3.1 Invoicing

Invoices are due according to the payment schedule outlined in the applicable proposal, invoice, or Scope of Work.

Unless otherwise stated, invoices are due upon receipt.

3.2 Deposits & Milestone Payments

Required deposits, milestone payments, and launch payments must be paid before corresponding work or launch activities proceed.

3.3 Late Payments

Late payments may accrue interest at the lesser of:

• 1.5% per month

• the maximum amount permitted by law

Client is responsible for reasonable collection costs, including attorneys’ fees and related expenses.

3.4 Suspension of Services

If invoices remain unpaid, La Jolla Marketing may:

• pause or suspend Services

• withhold launch or transfer of Deliverables

• delay future work

• revoke access to staging environments until balances are resolved

3.5 Client Responsibility

If Client is acting on behalf of another business or end client, Client remains fully responsible for all payment obligations regardless of whether Client receives payment from that third party.

4. OWNERSHIP & INTELLECTUAL PROPERTY

4.1 Client Ownership of Final Deliverables

Upon payment in full of all outstanding amounts, Client will own the final Deliverables specifically created for Client under the applicable Scope of Work.

4.2 La Jolla Marketing Ownership of Tools & Processes

La Jolla Marketing retains ownership of:

• reusable code

• development methods

• templates

• frameworks

• systems

• processes

• reusable components

• design patterns

• workflows

• Know-How

• internal tools

This includes generalized improvements or reusable methodologies developed during the project.

4.3 Third-Party Software

Client acknowledges that Deliverables may rely on third-party platforms, themes, apps, plugins, APIs, hosting providers, payment gateways, or integrations.

Use of such third-party software remains subject to those providers’ terms, policies, pricing, and licensing requirements.

5. BROWSER & DEVICE SUPPORT

La Jolla Marketing develops websites for current versions of major modern browsers and commonly used modern devices unless otherwise stated in writing.

Support generally includes current versions of:

• Chrome

• Safari

• Firefox

• Microsoft Edge

Additional browser support, accessibility compliance requirements, legacy systems, or specialized device testing must be specifically identified in the applicable Scope of Work.

6. TIMELINES & SCHEDULES

Project timelines, launch schedules, and completion dates are estimates unless expressly guaranteed in writing.

Client acknowledges that delays caused by:

• approvals

• third-party platforms

• payment processors

• app reviews

• hosting providers

• shipping carriers

• domain providers

• Client feedback delays

• missing assets

may affect project timing.

La Jolla Marketing is not responsible for delays outside its reasonable control.

7. WARRANTIES

7.1 Limited Warranty

Unless otherwise stated in writing, fixed-price development projects include a limited 30-day warranty beginning on the date of launch or delivery.

During this period, La Jolla Marketing will correct reproducible defects caused directly by code or configuration work performed by La Jolla Marketing.

7.2 Warranty Exclusions

This warranty does not cover:

• third-party software issues

• platform outages

• hosting issues

• browser updates

• app conflicts

• changes made by Client or third parties

• SEO rankings

• advertising performance

• sales or conversion outcomes

• security incidents outside La Jolla Marketing’s control

8. WARRANTY DISCLAIMER

Except for any express written warranties stated in an applicable Scope of Work, all Services and Deliverables are provided “as is.”

La Jolla Marketing disclaims all implied warranties, including:

• merchantability

• fitness for a particular purpose

• non-infringement

La Jolla Marketing does not guarantee:

• rankings

• traffic

• revenue

• conversions

• sales

• platform approvals

• uninterrupted functionality

• error-free operation

9. LIMITATION OF LIABILITY

To the maximum extent permitted by law, neither Party will be liable for:

• indirect damages

• incidental damages

• consequential damages

• punitive damages

• loss of profits

• loss of data

• business interruption

• loss of goodwill

Except for payment obligations, each Party’s total aggregate liability arising out of this Agreement shall not exceed the total amount paid by Client to La Jolla Marketing under the applicable Scope of Work giving rise to the claim.

10. CONFIDENTIALITY

Each Party agrees to maintain the confidentiality of the other Party’s Confidential Information and to use such information only as reasonably necessary to perform obligations under this Agreement.

Confidential Information does not include information that:

• is publicly available

• was already known without confidentiality obligations

• was independently developed

• was lawfully received from a third party

• is required to be disclosed by law

11. NON-SOLICITATION

During the term of an active project and for one (1) year thereafter, neither Party shall directly solicit or hire employees or contractors materially involved in the project without prior written consent.

This restriction does not apply to general job advertisements or unsolicited applications.

12. TERMINATION

Either Party may terminate an active project:

• for material breach not cured within ten (10) days after written notice

• or for convenience upon thirty (30) days written notice unless otherwise stated in the applicable Scope of Work

Upon termination, Client remains responsible for:

• Services already performed

• approved Expenses

• non-cancellable third-party commitments

• transfer or handoff work already incurred

13. FORCE MAJEURE

Neither Party shall be liable for delays or failures caused by events beyond reasonable control, including:

• natural disasters

• war

• terrorism

• labor disputes

• government action

• internet outages

• hosting failures

• platform outages

• utility failures

Payment obligations are not excused by force majeure events.

14. GOVERNING LAW

These Terms and Conditions shall be governed by the laws of the State of California without regard to conflict of law principles.

Any disputes arising from this Agreement shall be resolved in the state or federal courts located in San Diego County, California.

15. INDEPENDENT CONTRACTOR

La Jolla Marketing is an independent contractor.

Nothing in this Agreement creates:

• a partnership

• joint venture

• employment relationship

• franchise

• agency relationship

between the Parties.

16. PUBLICITY

Client grants La Jolla Marketing permission to reference Client’s name, logo, website, project, and Deliverables in:

• portfolio materials

• proposals

• case studies

• social media

• presentations

• marketing materials

provided no Confidential Information is disclosed.

Client may revoke this permission in writing for reasonable confidentiality concerns.

17. NO GUARANTEE OF RESULTS

Client acknowledges that digital marketing, SEO, ecommerce, PPC, analytics, and website performance depend on many external factors beyond La Jolla Marketing’s control.

La Jolla Marketing does not guarantee rankings, leads, conversions, revenue, traffic, or business performance unless expressly stated in writing.

18. THIRD-PARTY PLATFORMS

Many Services rely on third-party platforms including:

• Shopify

• Google

• Meta

• Klaviyo

• payment processors

• hosting providers

• shipping providers

• plugins

• themes

• APIs

La Jolla Marketing is not responsible for third-party outages, pricing changes, account suspensions, policy changes, rejected applications, or platform limitations outside its control.

19. LEGAL & COMPLIANCE MATTERS

La Jolla Marketing does not provide legal, accounting, tax, accessibility, privacy, or regulatory compliance advice.

Client is responsible for obtaining professional guidance regarding:

• privacy policies

• terms of service

• refund policies

• taxes

• ADA/WCAG compliance

• CCPA

• GDPR

• product claims

• industry regulations

• shipping laws

• sales tax obligations

20. NOTICES

Notices to La Jolla Marketing should be sent to:

EJS Consulting LLC dba La Jolla Marketing
907 Turquoise St #1
San Diego, CA 92109

Email:
support@lajollamarketing.com

21. ENTIRE AGREEMENT

These Terms and Conditions, together with any applicable proposal, Scope of Work, invoice, or written agreement, constitute the complete agreement between the Parties and supersede prior discussions or communications regarding the same subject matter.

Any modifications must be agreed to in writing by both Parties.