Client Service and Billing Terms
Effective date: August 28, 2026
These Client Service and Billing Terms (the “Terms”) apply to services that Spilt Media, Inc., a Florida corporation (“Spilt Media,” “we,” “us,” or “our”), provides to the client identified in an applicable proposal, order form, statement of work, or change order (“Client” or “you”).
Publication of these Terms on the Website does not by itself create an agreement or bind a Website visitor. These Terms become part of a client agreement only when an applicable proposal, order form, statement of work, or change order incorporates them or Client otherwise accepts them.
For these Terms, a “Business Day” is Monday through Friday, excluding United States federal holidays. A notice cutoff stated in Eastern Time uses the time then observed in Port Saint Lucie, Florida.
1. Agreement and Order of Precedence
The agreement between Spilt Media and Client consists of the following documents, to the extent applicable: (a) the most recent mutually accepted statement of work or change order; (b) the applicable proposal or order form; (c) any separately accepted recurring payment authorization, which governs only the authorized payment method and charges; (d) these Terms; and (e) an invoice, which records administrative billing details but does not expand the scope of services.
If the documents conflict, they control in the order listed above unless a signed document expressly states otherwise. Spilt Media’s public Website Terms of Use do not govern paid client services.
2. Services and Scope
Spilt Media will provide the services and deliverables described in the applicable statement of work, proposal, or order form (collectively, the “Order”). Work outside the Order requires a written change order or a separately accepted Order.
Unless the Order expressly states otherwise, “Marketing Services” include search engine optimization, paid-advertising management, social-media marketing, email marketing, reputation management, Google Business Profile management, content and blog creation, citation or listing management, and related marketing strategy, reporting, or optimization. Advertising spend, platform fees, media purchases, software subscriptions, stock assets, printing, postage, taxes, and other third-party charges are not included unless the Order expressly includes them.
3. Client Responsibilities
Client will provide timely access, accurate information, lawful materials, approvals, feedback, and a reasonably available decision-maker. Client represents that it has the right to supply all names, trademarks, content, images, data, credentials, and instructions it provides.
Spilt Media is not responsible for delay, additional cost, or reduced performance caused by missing access, inaccurate information, delayed approvals, Client-requested pauses, third-party restrictions, or Client’s failure to perform its responsibilities. A Client delay does not extend a payment due date unless Spilt Media agrees in writing.
4. Fees and Service-Specific Payment Timing
The Order controls the amount, currency, billing date, and service period. Unless the Order expressly states otherwise, the following rules apply.
4.1 Recurring Marketing Subscriptions
Recurring Marketing Services are prepaid. Client will be charged automatically in advance on the agreed monthly billing date for the upcoming service period. Spilt Media will begin or continue work only after the payment is successfully captured for a card payment or settled for an ACH payment.
The subscription renews monthly until canceled under Section 9. Spilt Media will provide a receipt after each successful charge. A subscription charge is not an invoice sent before a later due date.
4.2 Invoice-Based Recurring Marketing
If the Order expressly uses invoices instead of a subscription, Spilt Media will issue the invoice seven calendar days before the service-period due date. Payment must clear by the due date, and Spilt Media is not required to begin the upcoming service period before payment clears.
4.3 Web Development and AI Implementation
Web-development and AI-implementation projects require 50% before scheduling or work begins and 50% when the agreed deliverable is ready for launch, production activation, or final handoff. The final payment must clear before public launch, production activation, transfer of final deliverables, or transfer of administrative control unless the Order expressly states otherwise.
“Launch readiness” occurs when Spilt Media has materially completed the agreed scope and made the deliverable available for Client review. A Client-requested delay in approval or launch does not indefinitely defer the final payment.
4.4 Consulting
Consulting is invoiced after the applicable session, work period, or deliverable and is due within 15 calendar days after the invoice date (“Net 15”), unless the Order states otherwise.
4.5 Hosting and Other Non-Marketing Recurring Services
Hosting, maintenance, domain renewals, licenses, and other non-marketing recurring services are invoiced 30 calendar days before the stated due date. Payment is due on that date. The advance invoice period is notice and payment time; it does not make the due date optional.
Third-party services that require prepayment, including domains, licenses, and vendor subscriptions, may not be renewed until payment clears. Client is responsible for consequences caused by nonpayment to the extent Spilt Media provided the agreed invoice and notices.
5. Payment Methods and When Payment Is Received
Card and ACH payments are preferred. Spilt Media may accept a check at its discretion. A card payment is received when it is successfully captured. An ACH payment or check is received only when it settles or clears without reversal.
Advance-paid work does not begin based solely on a pending ACH payment, deposited check, or payment promise. Client is responsible for bank, insufficient-funds, returned-payment, or processor charges actually incurred by Spilt Media to the extent permitted by law and disclosed to Client.
Spilt Media does not impose a late fee unless a signed Order expressly states the amount and conditions. The standard policy is no late fee.
6. Stored Payment Methods and Automatic Charges
Spilt Media may store or charge a card or bank account only under a separately accepted Recurring Payment Authorization or other documented authorization that identifies the amount or calculation method, currency, timing or frequency, payment method, cancellation procedure, refund policy, and how material changes will be communicated.
An invoice statement that a card may be charged does not, by itself, authorize an automatic charge. Client may revoke a payment authorization as described in that authorization, but revocation does not cancel services, erase an amount already due, or modify a separate contractual commitment.
If a separately accepted auto-pay authorization applies to an invoice-based service, Spilt Media may charge the authorized invoice balance on the stated due date. The invoice records the amount and due date; the separate authorization remains the source of permission to charge.
7. Taxes and Third-Party Costs
Client will pay applicable sales, use, excise, or similar taxes, excluding taxes based on Spilt Media’s net income. Client is responsible for approved advertising spend, platform charges, software, domains, licenses, media, travel, printing, postage, and other pass-through costs identified in the Order.
Spilt Media will not materially increase a pass-through budget or incur an unapproved extraordinary expense without Client approval, except where the Order establishes an approved budget, range, or recurring amount.
8. Failed Payments, Overdue Balances, and Suspension
For prepaid Marketing Services, a failed or reversed payment places the upcoming work on hold until payment clears. Spilt Media does not owe work for an unpaid service period.
For hosting and other non-marketing recurring services, the due date remains firm. Spilt Media may send reminders before and after the due date. If an amount remains unpaid five calendar days after the due date, Spilt Media may manually suspend the affected service after notice. This operational interval is not an extension of the due date or a waiver.
Spilt Media will not automatically terminate an affected service merely because it is overdue. If the balance remains unpaid for 30 calendar days after the due date, Spilt Media may terminate the affected service after written final notice. Reactivation may depend on payment, technical availability, and third-party restoration requirements. Spilt Media cannot guarantee recovery of data, domains, licenses, rankings, or third-party accounts after expiration or termination.
Spilt Media may suspend sooner when continued service would create security, legal, fraud, abuse, or material third-party risk.
9. Renewal and Cancellation
Client may cancel an automatic renewal or scheduled recurring charge by delivering notice through the billing contact or cancellation method identified in the Order or authorization. To stop the next scheduled charge, Spilt Media must receive the cancellation no later than 5:00 p.m. Eastern Time on the business day immediately before the scheduled charge.
Spilt Media requests 30 days’ advance notice when practical to support planning and transition, but 30 days’ notice is a courtesy request and not a mandatory cancellation cutoff unless a separately negotiated, signed Order expressly states otherwise.
Spilt Media will offer a cancellation method that is reasonably as accessible as the enrollment method. A cancellation received after the one-business-day cutoff applies to the following renewal. Cancellation stops future renewals; it does not automatically reverse a properly authorized charge or refund a service period that has already begun.
10. Refunds, Credits, and Duplicate Payments
Fees for a prepaid Marketing Services period are not prorated after that period begins, except for a duplicate or erroneous charge, Spilt Media’s cancellation without cause or material failure to provide the applicable services, an unearned amount, a written exception, or a refund required by law.
A web-development or AI-implementation deposit is applied as scheduling and work occur. If the project ends early, Client remains responsible for completed work, reserved or performed services, and noncancelable third-party costs. Spilt Media will return any unearned remainder after the final accounting.
Spilt Media will confirm an approved cancellation, credit, or refund within three business days and initiate an approved refund within five business days. The Client’s bank or processor controls when the refunded funds become available.
If Spilt Media receives a check after the same invoice was paid automatically by card, Spilt Media will apply the check as an account credit unless Client requests a refund. Spilt Media may apply an undisputed account credit to the next amount due.
11. Billing Questions and Chargebacks
Client should notify Spilt Media promptly of a suspected error or disputed charge and provide enough information to investigate. Spilt Media will not penalize Client for raising a good-faith billing concern.
A chargeback, bank return, or payment dispute does not extinguish an undisputed contractual balance. The parties will cooperate in good faith and provide relevant records. Client remains responsible for amounts properly due and for reasonable processor fees caused by an improper chargeback, to the extent permitted by law.
12. Changes, Delays, and Acceptance
Any material change to scope, price, schedule, deliverables, or assumptions requires written approval. Spilt Media may provide an estimate before beginning changed work.
Client will review deliverables within five business days unless the Order specifies another period. A deliverable is not deemed accepted merely because the review period expires, but Client delay may adjust the schedule and does not defer an otherwise earned milestone payment.
13. Deliverables and Intellectual Property
After full payment, Client owns the final custom deliverables that the Order expressly identifies as Client-owned. Spilt Media retains ownership of its preexisting tools, templates, processes, software, libraries, methods, know-how, and reusable components. To the extent a retained Spilt Media component is embedded in a paid final deliverable, Spilt Media grants Client a nonexclusive license to use that component as necessary to use the deliverable.
Third-party software, fonts, stock media, plugins, platforms, open-source components, and data remain subject to their respective licenses and terms. Client is responsible for renewals or license transfers allocated to Client in the Order.
14. Marketing and Platform Results
Spilt Media will perform Marketing Services professionally and in accordance with the Order, but does not guarantee rankings, traffic, leads, revenue, platform approval, uninterrupted placement, or a specific business result. Search engines, advertising networks, social platforms, hosting providers, software vendors, and other third parties may change their rules, algorithms, availability, pricing, or access without Spilt Media’s control.
Client remains responsible for its offers, prices, sales process, legal compliance, customer service, lead follow-up, and business decisions.
15. Confidentiality and Data
Each party will use the other party’s nonpublic information only to perform or receive the services and will take reasonable measures to protect it. This section does not cover information that is public through no breach, already lawfully known, independently developed, or lawfully received from another source.
Client will not provide regulated, highly sensitive, or unnecessary personal data unless the Order expressly covers its handling. Any separate data-processing agreement, business-associate agreement, security addendum, or privacy requirement controls for the covered data.
16. Warranties and Limitation of Liability
Spilt Media warrants that it will perform the services in a professional and workmanlike manner. Except for that express warranty and any nonwaivable warranty, the services and third-party platforms are provided without other express or implied warranties.
To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, revenue, goodwill, business opportunities, or data, arising from the Agreement. Spilt Media’s aggregate liability relating to an affected recurring service will not exceed the fees Client paid for that service during the three months preceding the event giving rise to the claim; for a project, it will not exceed the fees Client paid for the affected project.
The limitations do not reduce Client’s payment obligations and do not apply to fraud, willful misconduct, gross negligence, infringement or misuse of the other party’s intellectual property, breach of confidentiality, or liability that cannot lawfully be limited.
17. Client Materials and Indemnity
Client will defend and indemnify Spilt Media against a third-party claim arising from Client-provided materials, Client’s products or services, Client’s unlawful instructions, or Client’s breach of Section 3, except to the extent the claim results from Spilt Media’s own breach, negligence, or willful misconduct.
18. Third-Party Services and Force Majeure
Spilt Media is not responsible for a failure or delay caused by an event beyond its reasonable control, including utility or internet failure, natural disaster, epidemic, labor disruption, war, government action, cyberattack not caused by Spilt Media’s failure to use reasonable safeguards, or a third-party platform outage or restriction. The affected party will give notice when practical and resume performance reasonably promptly.
19. Termination and Transition
Either party may terminate for a material breach that remains uncured for 10 business days after written notice, unless the breach cannot reasonably be cured or creates immediate security, legal, or fraud risk. Termination does not eliminate payment obligations for services performed, earned milestones, authorized charges, or noncancelable costs incurred before termination.
Subject to payment of all undisputed amounts, Spilt Media will reasonably cooperate in transferring Client-owned deliverables and credentials in Spilt Media’s control. Transition work outside the Order may be billed at the applicable rate. Third-party export, retention, transfer, and restoration limits continue to apply.
20. Disputes and Governing Law
Before filing a claim, the parties will attempt in good faith for 30 days to resolve the dispute through business representatives with authority to settle it. Either party may seek urgent injunctive or protective relief when reasonably necessary.
The Agreement is governed by Florida law, without regard to conflict-of-law principles. Unless the parties agree otherwise in writing, exclusive venue will lie in the state courts located in St. Lucie County, Florida, or the applicable federal court serving that county.
21. Notices and Electronic Signatures
Formal notices must be sent to the email or mailing address stated in the Order, with a copy to any designated billing or legal contact. Email notice is effective when sent unless the sender receives a delivery-failure message; cancellation notice is subject to the receipt cutoff in Section 9.
Electronic signatures, checked acceptance boxes accompanied by an auditable record, and electronically delivered copies may be used to form and evidence the Agreement to the extent permitted by law.
22. Changes to Terms or Pricing
Spilt Media will not apply a material change to these Terms or a recurring price retroactively. Spilt Media will provide at least 30 days’ notice before a material recurring-price or service-term change takes effect, unless a shorter period is required to address law, security, fraud, or an urgent third-party requirement. Client may cancel the affected future renewal before the change becomes effective.
23. Miscellaneous
The Agreement is the complete agreement concerning its subject matter and replaces prior discussions on that subject. An amendment or waiver must be in writing and accepted by the party against whom it is asserted. Failure to enforce a provision is not a waiver. If a provision is unenforceable, it will be limited to the minimum extent necessary and the remainder will continue. Neither party may assign the Agreement without the other’s consent, except in connection with a merger, reorganization, or sale of substantially all relevant assets, provided the successor assumes the obligations.
Related Website Policies
Public Website use is governed by the Website Terms of Use. Spilt Media’s Privacy Policy explains its Website data practices.