Terms & Conditions
Effective date: July 27, 2026
These Terms & Conditions govern your use of mipharos.com and any services provided by MiPharos Digital Marketing. Please read them carefully.
1. Acceptance of Terms
By accessing or using mipharos.com (the "Site") or engaging MiPharos Digital Marketing ("we", "us", "our") for any service, you agree to be bound by these Terms & Conditions and our Privacy Policy. If you do not agree, do not use the Site or our services.
2. Services
MiPharos Digital Marketing provides digital marketing services including, but not limited to, search visibility (SEO / GEO / AEO), paid advertising, social media marketing, websites & web apps, business automation, and Google Business Profile management. The specific scope, deliverables, timelines, and fees for any engagement will be set out in a separate written proposal, statement of work, or order form ("Engagement Terms") that, together with these Terms, form the entire agreement between the parties.
Where the Engagement Terms conflict with these Terms, the Engagement Terms will control for that specific engagement.
3. Client Responsibilities
You agree to provide accurate, complete, and timely information, materials, access, and approvals required for us to perform the services. Delays or inaccuracies caused by the client may impact timelines, deliverables, and fees.
You warrant that any content, trademarks, logos, or other materials you provide to us are owned by you or properly licensed, and that our use of them for the agreed services will not infringe any third-party rights.
4. Fees & Payment
Fees, payment schedules, and refund terms (if any) are set out in the applicable Engagement Terms. Unless otherwise stated, invoices are due within fifteen (15) days of the invoice date. Late payments may incur interest at 1.5% per month or the maximum rate permitted by law, whichever is lower. Third-party costs (ad spend, hosting, tools, licenses) are billed at cost and are the client's responsibility.
5. Intellectual Property
Upon full payment of all fees, ownership of final, client-specific deliverables produced under an engagement transfers to the client, excluding: (a) our pre-existing tools, templates, frameworks, code libraries, and know-how; and (b) any third-party materials, which remain subject to their respective licenses. We retain a perpetual, royalty-free license to use anonymized, aggregated data and non-confidential results from the engagement for portfolio, marketing, and case-study purposes unless otherwise agreed in writing.
6. Confidentiality
Each party will keep the other's non-public business, technical, and strategic information confidential and use it only to perform or receive the services. This obligation survives termination of the engagement.
7. Results & No Guarantees
Digital marketing performance depends on many factors outside our control, including third-party platforms (Google, Meta, LLM providers, etc.), market conditions, and client execution. While we apply industry best practices, we do not guarantee specific rankings, traffic volumes, leads, conversions, revenue, or other business outcomes. Any projections shared are estimates, not promises.
8. Third-Party Platforms
Services may involve third-party platforms, tools, and APIs. Your use of those platforms is subject to their own terms and policies. We are not responsible for changes to, disruption of, or termination of any third-party platform, or for actions taken by those platforms against your accounts, listings, ads, or content.
9. Acceptable Use
You agree not to use the Site or our services for any unlawful, deceptive, harmful, infringing, or abusive purpose, and not to attempt to reverse-engineer, disrupt, or gain unauthorized access to the Site or our systems. We reserve the right to refuse or terminate service for any client engaged in such conduct.
10. Warranties & Disclaimers
The Site and services are provided on an "as is" and "as available" basis. To the maximum extent permitted by law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or usage of trade.
11. Limitation of Liability
To the maximum extent permitted by law, MiPharos Digital Marketing's aggregate liability arising out of or related to the Site or any engagement will not exceed the total fees paid by the client to us for the specific engagement giving rise to the claim in the three (3) months immediately preceding the event. In no event will either party be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, revenue, data, or goodwill, even if advised of the possibility.
12. Indemnification
You agree to defend, indemnify, and hold harmless MiPharos Digital Marketing and its affiliates, officers, and employees from any claim, loss, or expense (including reasonable attorneys' fees) arising from (a) content, materials, or instructions you provide, (b) your use of the services in violation of these Terms or applicable law, or (c) your infringement of any third-party right.
13. Termination
Either party may terminate an engagement as set out in the applicable Engagement Terms. On termination, you will pay all fees earned and non-cancellable third-party costs incurred through the effective termination date. Sections that by their nature should survive termination (including Confidentiality, Intellectual Property, Warranties & Disclaimers, Limitation of Liability, Indemnification, and Governing Law) will survive.
14. Governing Law
These Terms are governed by the laws of the State of New Jersey, United States, without regard to its conflict-of-law rules. Any dispute will be brought exclusively in the state or federal courts located in New Jersey, and both parties consent to that jurisdiction and venue.
15. Changes to These Terms
We may update these Terms from time to time. The current version will always be posted at https://mipharos.com/terms with the effective date shown at the top. Continued use of the Site or our services after changes become effective constitutes acceptance of the updated Terms.
16. Contact
Questions about these Terms can be sent to [email protected] or by mail to MiPharos Digital Marketing, NJ, USA.