Terms & Conditions

Last Updated: September 1st, 2025

These Terms & Conditions (“Terms”) govern your access to and use of the website www.milemarkermediagroup.com (the “Site”), and any services provided by Mile Marker Media Group (“Company,” “we,” “us,” or “our”) including advertising, mobile billboard campaigns, marketing, media, design, or related services (the “Services”). By accessing or using the Site or engaging with our Services, you (“Client,” “you,” or “your”) agree to be bound by these Terms. If you do not agree with any part of these Terms, you must not access or use our Site or Services.

1. Definitions

“Client” means the person or legal entity engaging the Company for advertising or marketing services.
“Campaign,” “Project,” or “Order” means any work, advertisement, media buy, mobile billboard route, placement, or deliverables agreed between Client and Company.
“Materials / Advertising Materials” means all creative, artwork, graphics, copy, digital assets, data, video, images, or other deliverables supplied by Client or produced as part of a Campaign.
“Third-party Providers / Vendors” means any subcontractors, media owners, platforms, or partners used by Company to deliver or support Services.

2. Services & Scope

2.1 Engagement & Authorization
We will perform Services as described in a written proposal, order form, estimate, statement of work (SOW), insertion order (IO), or similar document (each of which is incorporated herein by reference). The scope, deliverables, timeline, and budget for the Campaign will be set forth in the relevant agreement document between Client and Company.

2.2 Changes in Scope
If the Client requests changes beyond the original scope (e.g. additional routes, more impressions, extra design work), we reserve the right to adjust pricing and timeline. Such changes must be approved in writing (email or signed change order) by both parties.

2.3 Third-Party Obligations
To deliver the Services, we may engage Third-party Providers. Client acknowledges that some elements may depend on third-party systems, platforms, or media owners, over which we may not have full control. Delays, errors, or downtime caused by third parties may affect delivery; we will use commercially reasonable efforts to mitigate those impacts.

3. Client Responsibilities & Representations

3.1 Timely Information & Materials
Client agrees to provide all necessary Materials, information (e.g. logos, brand guidelines, audience data), approvals, and feedback in a timely manner. Failure to do so may result in delays or additional charges.

3.2 Compliance & Permissions
Client represents and warrants that:

The Materials (including text, images, data, trademarks, logos) do not infringe any copyright, trademark, privacy, publicity, or other rights of third parties.
The Materials are lawful, truthful, not obscene or objectionable, and comply with all applicable laws, regulations, and advertising standards.
Client has obtained all necessary permissions, licenses, or consents to use third-party content (e.g., images, music, endorsements).
Client is responsible for reviewing proof versions, and any errors in Materials provided by Client are Client’s responsibility.

If Client requests or approves any content or creative that, in our judgment, violates law or good practice, Client assumes full risk and liability.

3.3 Approval of Materials
Client must timely approve or reject proofs or drafts of Materials. If no response is received within a reasonable timeframe (as defined in the order or estimate), we may proceed based on the last approved version or the best interpretation of your instructions.

4. Payment, Fees & Invoicing

4.1 Fees & Rates
Client agrees to pay all fees, charges, media costs, production costs, and other expenses as outlined in the order or estimate. Unless otherwise agreed, media and third-party costs are passed through to Client.

4.2 Invoicing & Payment Terms
Unless otherwise agreed in writing, invoices are due within 30 days of invoice date (net 30). We reserve the right to require partial or full payment in advance, or deposits, especially for new or high-risk Clients.

4.3 Late Payments & Interest
Any late payments may incur interest at the lesser of 1.5% per month (18% annually) or the maximum rate allowed under applicable law. Client is also responsible for reasonable collection costs, including legal fees and court costs.

4.4 Setoff / Withholding
Client may not withhold or set off any amounts owed to us because of disputes or claims against us, unless expressly agreed in writing.

4.5 Shortfalls / Under-delivery
If Client fails to deliver agreed volume or usage (e.g. stops the campaign early or uses less media), we may charge a short rate (a penalty charge to make up the difference between discounted or committed rate vs. what was actually executed) as outlined in the IO or our rate policies.

5. Cancellation, Termination & Suspension

5.1 Client Cancellation
Client may not cancel or suspend a Campaign after the agreed “go-live” or delivery date without our written consent. If cancellation is permitted, Client may remain liable for full or partial fees, media commitments, and costs incurred. Insertion orders or commitments made to third parties may not be cancellable.

5.2 Suspension or Delay
If Client requests to pause, delay, or modify a Campaign mid-flight, and third-party contracts cannot be modified, Client may bear additional costs or fees. We may, at our discretion, suspend Services until payment of amounts due or issue of new instructions.

5.3 Termination for Cause
Either party may terminate the agreement or order immediately upon written notice if:

The other party materially breaches these Terms and does not cure such breach within 10 business days after written notice; or
The other party becomes insolvent, files for bankruptcy, or ceases operations.

5.4 Effects of Termination
Upon termination:

Client must pay all fees and costs incurred up to the termination date, including non-cancelable third-party fees.
We will deliver to Client any Materials or deliverables in progress (if applicable) after payment in full.
We may retain or archive campaign data as required by law or internal policies.
Termination does not waive any rights or remedies either party may have (e.g. for breach, indemnification).

6. Intellectual Property

6.1 Ownership
Unless otherwise agreed in writing, the Company retains ownership of all of its proprietary tools, methodologies, templates, processes, software, systems, and know-how used to deliver the Services (“Company IP”). Client receives a limited, non-exclusive, non-transferable license to use deliverables for its internal marketing and media use, subject to payment in full and the usage rights set in the order.

6.2 Materials Supplied by Client
Client grants us a license to use, reproduce, display, and distribute the Materials it provides for the purpose of delivering the Services and placing advertisements. Client retains ownership of its original Materials.

6.3 Third-Party Licenses
If any deliverables incorporate software or content licensed from third parties, Client must comply with those third-party license terms. We will notify the Client of any use restrictions.

6.4 Trademarks and Brand Use
Client authorizes us to use its name, logo, and trademarks in marketing or case studies, unless Client expressly prohibits it in writing.

7. Warranties, Disclaimers & Limitations of Liability

7.1 Warranties

We warrant that we will perform Services in a professional and workmanlike manner, in accordance with applicable industry standards.
We do not guarantee specific results (e.g. views, sales, conversions) unless explicitly agreed in writing.
We do not warrant that the Site or delivered ads will be error-free or uninterrupted, or free of third-party interference.

7.2 Disclaimer
To the fullest extent permitted by law, the Services and deliverables are provided “AS IS,” “WITH ALL FAULTS,” “AS AVAILABLE,” and without other warranties, whether express, implied, statutory or otherwise (including implied warranties of merchantability, fitness for a particular purpose, non-infringement).

7.3 Limitation of Liability
In no event will we be liable to Client (or any third party) for any indirect, incidental, special, consequential, punitive, or exemplary damages (including lost profits, lost data, or business interruption), regardless of theory of liability, even if advised of the possibility of such damages.

Our total aggregate liability to Client under these Terms, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid by Client to Company in respect of the specific Campaign giving rise to the claim.

8. Indemnification

Client agrees to indemnify, defend, and hold harmless Company, its affiliates, employees, agents, and subcontractors from and against any and all losses, damages, liabilities, claims, suits, costs or expenses (including reasonable attorney fees) arising out of:

Any breach by Client of these Terms or misrepresentation or inaccuracy of any warranty or representation;
Client’s Materials infringing on third-party rights (copyright, trademark, privacy, defamation, etc.);
Client’s use or modification of deliverables in violation of these Terms;
Any third-party claims related to the Campaign content (for example, advertising claims, regulatory or compliance violations).

9. Confidentiality

Each party agrees to keep confidential and not disclose or use, except to perform its obligations, any non-public information of the other party disclosed under the engagement, unless such information:

Is or becomes publicly known through no breach;
Is rightfully received from a third party;
Is independently developed; or
Is required to be disclosed by law or court order (with notice to the other party, if possible).

10. Data, Metrics & Reporting

We may provide data, analytics, metrics, or reports to Client (e.g. impressions, reach, engagement, GPS tracking, campaign performance). Unless otherwise agreed, such data is provided for informational purposes only and is based on the best available measurement methods from media providers or platforms.

We do not guarantee that tracking or reporting is error-free (platform limitations, data latency, ad blockers, viewability measurement variations, etc.). Client acknowledges inherent limits in measurement of digital and out-of-home media.

11. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations (except payment obligations) under these Terms due to causes beyond its reasonable control, including acts of God, natural disasters, strikes, war, terrorism, pandemics, governmental acts, failure of third-party networks or platforms, or any other cause beyond reasonable control.

12. Changes to Terms

We may revise or modify these Terms from time to time by posting an updated version on our Site with a new “Last Updated” date. Your continued use of the Site or Services after such changes constitutes your acceptance of the new Terms. We encourage you to review these Terms periodically.

13. Governing Law & Dispute Resolution

13.1 Governing Law
These Terms will be governed by and construed in accordance with the laws of the State of Florida (or your state/jurisdiction), without regard to its conflict-of-laws principles.

13.2 Dispute Resolution / Arbitration (Optional)
Optionally, you might include a clause requiring arbitration or mediation for disputes. For example:

Any dispute, claim or controversy arising out of or relating to these Terms or the Services shall be resolved by binding arbitration in [County, State] under the rules of the American Arbitration Association (AAA). The decision of the arbitrator shall be final and binding. Judgment on the award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, we may seek injunctive or equitable relief in a court of competent jurisdiction.

If you do not choose arbitration, you may state that disputes will be resolved exclusively in the courts of [County/State] and each party submits to personal jurisdiction.

13.3 Attorneys’ Fees
If either party incurs legal fees in enforcing these Terms (e.g. to collect unpaid fees or enforce remedies), the prevailing party is entitled to recover reasonable attorneys’ fees and costs.

14. Severability, Waiver & Entire Agreement

If any provision of these Terms is found to be invalid or unenforceable, that provision will be deemed modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.
No failure or delay by either party in exercising any right under these Terms shall operate as a waiver of that right or any other rights.
These Terms, plus any order, estimate, insertion order, addenda, or change order signed or agreed by both parties, constitute the entire agreement between Client and Company regarding our Services, superseding all prior or contemporaneous agreements, understandings, or communications.

15. Miscellaneous

Assignment: Client may not assign or transfer its rights or obligations without our prior written consent. We may assign these Terms (in whole or in part) in connection with a merger, acquisition, or sale of assets.
Notices: Any notices or communications required under these Terms must be in writing (email or postal) and sent to the respective party’s address provided in the engagement or order.
Relationship of Parties: The relationship between you and us is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.
Interpretation: Headings are for convenience only and do not affect interpretation. Words in singular include the plural and vice versa, unless context requires otherwise.