Term of Service

Terms of Service

Effective Date: April 20, 2026 Last Updated: April 20, 2026

 

These Terms of Service (“Terms”) govern your access to and use of the website located at cloudyzebra.com (the “Site”) and the digital marketing, search engine optimization, paid advertising, content creation, consulting, and related services (collectively, the “Services”) provided by Cloudy Zebra LLC, a New York limited liability company doing business as “CloudyZebra SEO” (collectively, “CloudyZebra,” “we,” “us,” or “our”).

 

Please read these Terms carefully. By accessing the Site, entering into an agreement with CloudyZebra, or using any of our Services, you (“Client,” “you,” or “your”) accept and agree to be bound by these Terms. If you do not agree, do not use the Site or Services.

 

1. About Us and Scope of Agreement

Cloudy Zebra LLC (d/b/a “CloudyZebra SEO”) is a digital marketing agency offering services including, without limitation:

 

  • Search engine optimization (SEO) strategy and implementation
  • Paid search advertising management (Google Ads, Microsoft Ads)
  • Paid social advertising management (Meta/Facebook/Instagram Ads, TikTok, LinkedIn)
  • Website design, development, and conversion rate optimization
  • Content creation (blog posts, landing pages, ad copy, video scripts)
  • Local search and Google Business Profile optimization
  • Analytics, reporting, and measurement
  • Digital marketing strategy and consulting

 

These Terms, together with any service-specific agreement, statement of work, proposal, or engagement letter signed between you and CloudyZebra (each, a “SOW”), constitute the complete agreement. In the event of conflict, the SOW controls for that specific engagement.

 

Business Information:

 

 

2. Eligibility and Acceptance

2.1 Age Requirement

You must be at least 18 years old and have legal authority to enter into binding contracts. If you accept these Terms on behalf of a business entity, you represent and warrant that you have authority to bind that entity.

2.2 Acceptance

Your use of the Services constitutes acceptance. Where a signed SOW exists, the SOW’s execution also constitutes acceptance.

2.3 Modifications

We may modify these Terms from time to time. Material changes will be communicated via email to active clients or posted with a “Last Updated” date revision. Continued use of the Services after modifications constitutes acceptance. If you do not agree with modifications, you must stop using the Services.

 

3. Services

3.1 Service Description

The specific Services provided to you are described in your SOW. Services may include ongoing retainer work, project-based deliverables, or consulting engagements.

3.2 Service Levels

Unless otherwise stated in a SOW, Services are provided on a commercially reasonable basis. We do not guarantee:

 

  • Specific search engine rankings
  • Specific traffic volumes
  • Specific conversion rates
  • Specific advertising return on investment (ROAS) or cost per acquisition (CPA)
  • Continuous availability of third-party platforms (Google, Meta, etc.)

 

Search engine algorithms, advertising platforms, and market conditions change frequently and are outside our control. We commit to applying industry best practices and to measuring performance transparently.

3.3 Timelines

Estimated timelines are good-faith estimates. Delays caused by Client (late approvals, missing access, late asset delivery) extend timelines proportionally.

3.4 Changes to Scope

Scope changes require written agreement and may affect fees and timelines.

 

4. Client Responsibilities

4.1 Access and Cooperation

You agree to provide, in a timely manner:

 

  • Administrative access to platforms, websites, accounts, and analytics
  • Required assets (logos, brand materials, photos, videos, existing content)
  • Approvals and feedback within reasonable turnaround times
  • Accurate business information, product/service descriptions, and promotional claims
  • Reasonable cooperation and communication

 

Failure to provide timely inputs may delay Services and does not constitute breach by CloudyZebra.

4.2 Accurate Information

You represent and warrant that:

 

  • All information you provide is accurate, truthful, and not misleading
  • You have the legal right to advertise the products/services you promote
  • Any claims in your marketing materials are substantiated
  • Your business complies with applicable laws and regulations
  • You will promptly update us about material changes

4.3 Compliance

You are responsible for compliance with all laws and regulations applicable to your business, including:

 

  • Advertising disclosures and endorsement rules (FTC)
  • Industry-specific regulations (healthcare/HIPAA, finance, legal, etc.)
  • Consumer protection laws
  • Data privacy laws (CCPA, GDPR, etc.)
  • Platform-specific advertising policies (Meta, Google, TikTok, etc.)

 

CloudyZebra will apply reasonable care to create compliant materials but cannot be held responsible for regulatory issues arising from your products, services, or business practices.

4.4 Third-Party Platform Terms

You acknowledge that use of third-party platforms (Google, Meta, Microsoft, LinkedIn, TikTok, etc.) is governed by those platforms’ terms of service. You remain responsible for maintaining compliance with those terms. Account suspensions or penalties imposed by third-party platforms are not grounds for claims against CloudyZebra.

4.5 Ad Spend

Unless explicitly stated otherwise in a SOW, ad spend (media budget paid to Meta, Google, etc.) is separate from management fees and is billed by the platform directly to Client’s payment method on file with that platform. CloudyZebra manages campaigns against Client’s budget but does not collect, hold, or remit ad spend on Client’s behalf.

 

5. Payment and Fees

5.1 Fees

Fees are specified in the SOW. Unless otherwise stated, fees are in U.S. Dollars.

5.2 Invoicing

Retainer invoices are issued monthly in advance. Project invoices follow the schedule in the SOW. Payment terms are Net 15 unless otherwise agreed.

5.3 Payment Methods

We accept ACH, wire transfer, and major credit cards via our payment processor. Credit card processing fees may be passed through as specified in the SOW.

5.4 Late Payment

Invoices more than 15 days past due accrue interest at 1.5% per month (or the maximum permitted by law, whichever is lower). We may suspend Services for accounts more than 30 days past due.

5.5 Disputes

Disputed invoices must be raised in writing within 10 business days of invoice date; otherwise, the invoice is deemed accepted.

5.6 Refunds

Fees are non-refundable except as expressly stated in the SOW or required by law. Prepaid retainer amounts may be refundable on a pro-rata basis upon termination, at our discretion, less work performed.

5.7 Taxes

Fees do not include taxes. You are responsible for applicable sales, use, value-added, or similar taxes, except for taxes based on CloudyZebra’s net income.

 

6. Intellectual Property

6.1 CloudyZebra IP

CloudyZebra retains all rights, title, and interest in its pre-existing intellectual property, including methodologies, frameworks, tools, software, templates, checklists, skill libraries (including but not limited to Marcus Meta and other AI agent implementations), reference databases, and trade secrets. Nothing in these Terms transfers ownership of CloudyZebra IP to Client.

6.2 Client-Provided Materials

You retain ownership of materials you provide (logos, brand assets, photos, videos, existing content). You grant CloudyZebra a non-exclusive, worldwide, royalty-free license to use those materials solely for the purpose of providing Services.

6.3 Deliverables

Upon full payment, CloudyZebra assigns to Client the intellectual property rights in custom deliverables specifically created for Client (ad copy written for Client’s campaigns, blog posts created for Client’s site, graphics made for Client’s use, etc.), excluding:

 

  • CloudyZebra IP as defined in Section 6.1
  • Third-party materials (stock photography, licensed fonts, open-source components) subject to their respective licenses
  • Ad account structures, targeting configurations, and campaign learnings that remain reusable across CloudyZebra clients

6.4 Portfolio and Case Studies

You grant CloudyZebra a non-exclusive, perpetual right to reference the engagement in case studies, marketing materials, and credentials. We will not disclose confidential financial details without your express consent. You may opt out of being named publicly by notifying us in writing.

6.5 AI-Generated Content

Some deliverables may be created using artificial intelligence tools (including but not limited to large language models, image generators, and video generators). CloudyZebra reviews AI outputs for quality and compliance before delivery. Ownership of AI-generated materials follows Section 6.3 above; however, you acknowledge that AI-generated content may not be copyrightable under current law, and identical or similar outputs may be produced for unrelated parties by the same AI systems.

6.6 Feedback

Any feedback, suggestions, or ideas you provide about CloudyZebra’s Services may be used by CloudyZebra without restriction or compensation.

 

7. Confidentiality

7.1 Mutual Obligations

Each party agrees to protect the other’s Confidential Information and to use it only for purposes of performing under these Terms or a SOW. “Confidential Information” means non-public business, technical, financial, or strategic information disclosed by one party to the other, including client lists, financial data, pricing, strategies, and personal data.

7.2 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach; (b) was rightfully known before disclosure; (c) is rightfully received from a third party without confidentiality obligations; (d) is independently developed; or (e) must be disclosed by law or court order.

7.3 Survival

Confidentiality obligations survive termination for five (5) years.

 

8. Data Protection

CloudyZebra’s handling of personal information is governed by our Privacy Policy (available at cloudyzebra.com/privacy-policy), incorporated by reference.

 

For engagements where CloudyZebra processes personal information on Client’s behalf, Client may request a Data Processing Addendum (DPA) reflecting applicable legal obligations (GDPR, CCPA/CPRA, etc.).

 

9. Third-Party Services and Platforms

9.1 Third-Party Accounts

Services often rely on Client accounts with third-party platforms (Google, Meta, Microsoft, LinkedIn, TikTok, hosting providers, CRMs, etc.). Client is responsible for:

 

  • Creating and maintaining those accounts
  • Accepting those platforms’ terms of service
  • Payment of platform fees and ad spend
  • Account security, including password management and two-factor authentication

9.2 Platform Risks

Third-party platforms may suspend accounts, change algorithms, modify features, or discontinue services with little or no notice. CloudyZebra is not liable for losses resulting from third-party actions. Where possible, we warn clients of known platform risks.

9.3 AI Tool Usage

CloudyZebra uses various artificial intelligence tools (including ChatGPT, Claude, Gemini, Midjourney, Runway, Seedance, MaxFusion, SubMagic, and others) to enhance service delivery. Use of these tools does not diminish the quality of deliverables; human review precedes client delivery. Client data shared with AI tools is subject to the respective tool’s data-handling policies, and CloudyZebra selects tools with appropriate data protection practices.

 

10. Warranties and Disclaimers

10.1 Limited Warranties

CloudyZebra represents and warrants that:

 

  • It has authority to enter into these Terms
  • Services will be provided with reasonable skill and care consistent with industry standards
  • To the best of its knowledge, Services do not infringe third-party intellectual property rights

10.2 DISCLAIMER

EXCEPT AS EXPRESSLY STATED IN SECTION 10.1, SERVICES, THE SITE, AND ALL DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, OR UNINTERRUPTED OPERATION. CLOUDYZEBRA DISCLAIMS ALL IMPLIED WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

10.3 No Guarantees

Without limiting the above, CloudyZebra does not guarantee specific search rankings, traffic levels, conversion rates, leads, revenue, or return on ad spend. Marketing results depend on many factors outside our control, including market conditions, competitive activity, platform algorithm changes, product/service quality, website performance, and Client’s lead-handling processes.

 

11. Limitation of Liability

11.1 Exclusion of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL CLOUDYZEBRA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITY, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, EVEN IF CLOUDYZEBRA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Liability Cap

CLOUDYZEBRA’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO CLOUDYZEBRA IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR ONE THOUSAND DOLLARS ($1,000), WHICHEVER IS GREATER.

11.3 Exceptions

The limitations in Sections 11.1 and 11.2 do not apply to:

 

  • Breaches of confidentiality
  • Indemnification obligations under Section 12
  • Client’s payment obligations
  • Gross negligence, fraud, or willful misconduct
  • Any liability that cannot be excluded or limited under applicable law

11.4 Basis of Bargain

Client acknowledges that the fees charged for Services reflect the allocation of risk in these Terms, including the limitations in Section 11. Without these limitations, CloudyZebra would charge materially higher fees.

 

12. Indemnification

12.1 By Client

You agree to defend, indemnify, and hold harmless CloudyZebra, its officers, employees, contractors, and affiliates from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorney’s fees) arising out of or related to:

 

  • Your breach of these Terms or any SOW
  • Your breach of applicable law or regulation
  • Your infringement of third-party rights (including intellectual property)
  • Your products, services, or business operations
  • Materials, information, or claims you provide for use in marketing
  • Your violation of third-party platform terms of service
  • Any third-party claim that your Services or resulting deliverables caused harm

12.2 By CloudyZebra

CloudyZebra will defend and indemnify Client against third-party claims that original deliverables (excluding Client-provided content or modifications outside CloudyZebra’s control) directly infringe a third party’s U.S. intellectual property rights. CloudyZebra’s liability under this Section 12.2 is subject to the overall limitations in Section 11.

12.3 Procedure

The indemnified party must: (a) provide prompt written notice of any claim; (b) grant the indemnifying party sole control of defense and settlement; and (c) provide reasonable cooperation. Failure to provide prompt notice excuses the indemnifying party to the extent prejudiced.

 

13. Term and Termination

13.1 Term

These Terms begin on acceptance and continue until terminated. Each SOW specifies its own term.

13.2 Termination for Convenience

Either party may terminate an ongoing retainer engagement with thirty (30) days’ written notice, unless a different notice period is specified in the SOW.

13.3 Termination for Cause

Either party may terminate immediately if the other party:

 

  • Materially breaches these Terms or the SOW and fails to cure within 15 days of written notice (non-payment has 5-day cure)
  • Becomes insolvent, files for bankruptcy, or ceases business operations
  • Engages in fraud, illegal activity, or actions damaging to the other party’s reputation

13.4 Effect of Termination

Upon termination:

 

  • Client pays all fees for Services performed through the termination date
  • Each party returns or destroys the other’s Confidential Information (except as required for legal/compliance archival)
  • CloudyZebra delivers completed and paid-for deliverables
  • CloudyZebra ceases access to Client’s platforms, transfers back admin access, and revokes its System Users / access tokens
  • Sections that by their nature should survive termination do survive (including Sections 6, 7, 8, 10, 11, 12, and 14)

13.5 Transition Assistance

Upon termination, CloudyZebra may provide transition assistance at the then-standard hourly rate, subject to a signed transition SOW.

 

14. Dispute Resolution

14.1 Informal Resolution

Before pursuing formal dispute resolution, the parties will attempt in good faith to resolve any dispute through direct communication between designated representatives for at least thirty (30) days.

14.2 Governing Law

These Terms are governed by the laws of the State of New York, United States, without regard to conflict-of-laws principles.

14.3 Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the Services that is not resolved informally will be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect. The arbitration will take place in Saratoga Springs, New York, unless the parties mutually agree in writing to a different venue or to conduct the arbitration remotely.

 

The arbitration will be conducted by a single arbitrator selected in accordance with AAA rules. The arbitrator will have authority to grant any remedy that would be available in court under applicable law, including injunctive and declaratory relief and monetary damages, subject to the limitations in these Terms.

 

The arbitrator’s decision is final and binding on both parties. Judgment on the award may be entered in any court of competent jurisdiction. Each party bears its own attorney’s fees and costs, except that the arbitrator may award attorney’s fees and costs to the prevailing party where authorized by applicable law or statute.

 

Nothing in this Section 14.3 prevents either party from seeking emergency injunctive or equitable relief from a court of competent jurisdiction to protect intellectual property rights or confidential information while arbitration is pending.

14.4 Class Action Waiver

Both parties waive the right to participate in class action lawsuits or class-wide arbitration with respect to disputes under these Terms.

14.5 Injunctive Relief

Notwithstanding the above, either party may seek injunctive relief in court to protect intellectual property rights or confidential information.

14.6 Time Limit

Any claim arising under these Terms must be brought within one (1) year of the claim’s accrual, except where applicable law prohibits such a limitation.

 

15. General Provisions

15.1 Entire Agreement

These Terms, together with applicable SOWs, the Privacy Policy, and any DPA, constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements on the same subject.

15.2 Severability

If any provision is held unenforceable, the remaining provisions continue in full force. Unenforceable provisions will be replaced with enforceable ones closest to the parties’ original intent.

15.3 Waiver

No waiver of a breach is effective unless in writing, and no waiver constitutes waiver of other or future breaches.

15.4 Assignment

Client may not assign these Terms or any SOW without CloudyZebra’s prior written consent. CloudyZebra may assign these Terms to any successor in interest (merger, acquisition, sale of business). Any unauthorized assignment is void.

15.5 Independent Contractors

The parties are independent contractors. Nothing creates a partnership, joint venture, employment, or agency relationship.

15.6 Force Majeure

Neither party is liable for delays or failures due to causes beyond reasonable control, including acts of God, natural disasters, war, terrorism, pandemic, governmental action, internet outages, or failures of third-party platforms.

15.7 Notices

Formal notices must be in writing to the addresses in Section 1 (CloudyZebra) or the email/address on record (Client). Notices are effective upon receipt (email upon confirmation of delivery; mail upon signed receipt).

15.8 Headings and Interpretation

Section headings are for convenience and do not affect interpretation. “Including” means “including without limitation.”

15.9 Counterparts and Electronic Signatures

These Terms and SOWs may be executed in counterparts (including electronic) that together constitute one agreement. Electronic signatures have the same force as original signatures.

15.10 Third-Party Beneficiaries

These Terms do not confer rights on any third party except as expressly stated (e.g., indemnified parties under Section 12).

15.11 U.S. Government End Users

If Services are acquired by or on behalf of the U.S. Government, they are provided as “commercial items” with only those rights granted to all other end users.

 

16. Specific Platform Acknowledgments

By engaging CloudyZebra for advertising Services on the following platforms, you acknowledge and agree to comply with:

 

  • Meta Platforms: Facebook Advertising Policies, Commerce Policies, Community Standards, Business Tools Terms, and Platform Terms
  • Google: Google Ads Policies, Unacceptable Business Practices, Personalized Advertising Policies
  • Microsoft Advertising: Microsoft Advertising Policies
  • LinkedIn Ads: LinkedIn Ads Policies
  • TikTok for Business: TikTok Advertising Policies and Community Guidelines

 

Violations of these policies, whether intentional or inadvertent, are the sole responsibility of Client. CloudyZebra will apply reasonable care to avoid policy violations but cannot guarantee avoidance of issues arising from Client’s products, services, or evolving platform rules.

 

17. Contact

Cloudy Zebra LLC (d/b/a CloudyZebra SEO) Email: cloudyzebramarketing@gmail.com Mail: 31 Burning Bush Blvd, Ballston Lake, NY 12019 Website: https://cloudyzebra.com

 

For legal notices, use the mailing address above (addressed to “Cloudy Zebra LLC, Attn: Legal”). For service-related questions, use the email.

 

Acknowledgment: By accessing the Site, engaging CloudyZebra for Services, or executing a SOW, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.