Terms & Conditions - HammerSport Marketing

Last Updated: December 2, 2024

HammerSport Marketing DBA (“HammerSport Marketing,” “we,” or “us”) operates the HammerSport Marketing websites located at HammerSportMarketing.com, other online platforms, and social media accounts (collectively, the “Online Platforms”). The following terms, together with our Privacy Policy (incorporated herein by reference), govern your use of the Online Platforms, including consulting, design, installation, and maintenance of digital platforms, media, sites, profiles, advertising, campaigns, public relations (PR), and related services (collectively, the “Services”).

These Terms and Conditions (“Terms”) are entered into by and between you and HammerSport Marketing. “You” and similar terms mean you as an individual, as well as any business or entity on whose behalf you are using the Services, and you represent and warrant that you are authorized to enter into this agreement on behalf of yourself and such business or entity.

Please read these Terms carefully. By either: (i) accessing or using the Services, or (ii) clicking on an “I Agree,” “Submit,” or similar checkbox when prompted, you accept and agree to be bound and abide by these Terms. If you do not agree to these Terms, you must not access or use the Services.

The Services are offered and available to users who are 18 years of age or older. By using the Services, you represent and warrant that you are 18 years of age or older and otherwise meet all of the eligibility requirements contained herein. If you do not meet all of these requirements, you must not access or use the Services.

HammerSport Marketing reserves the right to make changes to these Terms at any time. All changes are effective immediately when we post them and apply to all access to and use of the Services thereafter. If you are dissatisfied with the Services or these Terms, you must discontinue using the Services.

Scope of Work and Project Deliverables

HammerSport Marketing provides consulting, design, installation, and maintenance services for digital platforms, media, advertising, campaigns, and related activities (collectively, the “Agency Services”). The specific deliverables, timelines, and costs for each project will be outlined in individual statements of work (“SOW”) or proposals, which are incorporated into these Terms by reference.

Any modifications or additions to the agreed-upon scope must be documented and may result in additional fees or changes to the timeline.

Accessing the Services

Subject to your compliance with these Terms, we hereby grant you a non-exclusive, non-transferable right to access and use the Services solely and strictly in accordance with these Terms and applicable laws. You understand and agree that the Services are provided under license to you, not being sold to you, and you do not gain any ownership interest of any kind in the Services under these Terms.

We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services or the entire Services to users. HammerSport Marketing does not make any representations or guarantees regarding uptime or availability of the Services.

You are responsible for:

Making all arrangements necessary for you to have access to the Services.
Ensuring that all persons who access the Services through your internet connection are aware of these Terms and comply with them.

We may block, limit, or terminate your access to the Services for any reason, including if:

You violate these Terms.
You violate any applicable law or regulation relating to your use of the Services.
You engage in conduct that we, in our sole discretion, believe is offensive, harmful, defamatory, or otherwise detrimental to us or others.
You breach any other agreement with us.

Client Responsibilities

You agree to provide HammerSport Marketing with all necessary materials, access to platforms, and information required to perform the Agency Services. Failure to provide timely approvals or requested materials may result in delays or additional charges.

You are responsible for ensuring that any data or content you provide does not infringe on the intellectual property or privacy rights of third parties.

Transactions and Payments

Payments for Agency Services are due according to the terms outlined in the applicable SOW or invoice. For ongoing services, payments are due monthly in advance. Late payments may incur interest at a rate of 1.5% per month, or the maximum amount allowed by law.

Certain projects may require a deposit or retainer fee to secure project initiation. Deposits are non-refundable unless otherwise stated in the SOW.

Appropriate Use of Services

The Services are controlled and operated by HammerSport Marketing from its offices within the United States. The Services are not intended to subject HammerSport Marketing to any non-U.S. jurisdiction or law.

You shall not use the Services for any purposes beyond the scope of the access granted by these Terms. Specifically, you agree not to:

Reproduce, modify, adapt, or create derivative works of any portion of the Services.
Reverse engineer, disassemble, or attempt to derive the source code of any software used in connection with the Services.
Use the Services in a manner that violates any applicable laws, infringes intellectual property rights, or harms our reputation or that of others.
Introduce any viruses, malware, or harmful code into the Services.
Use bots, automated tools, or scraping technologies to access, monitor, or copy content from the Services without express permission.

We reserve the right to terminate your access to the Services for violating these terms or engaging in any unlawful or unauthorized behavior.

Intellectual Property – Ownership and Transfer of Deliverables

Ownership of Deliverables Under Retainer Agreements:
- Deliverables created as part of a retainer agreement remain the sole property of HammerSport Marketing until all financial obligations under the agreement, including the subsequent month’s payment after the final delivery, have been fulfilled.
- Certificates of ownership for such deliverables will only be issued upon receipt of the next month’s retainer payment following the delivery of the final work.
- Failure to make timely payments under the retainer agreement may result in the suspension of rights to use or modify the deliverables.
Ownership of Deliverables Under Project Agreements:
- For one-time or project-based agreements, ownership of the deliverables will transfer to the client upon receipt of the final payment as specified in the applicable statement of work (“SOW”) or agreement.
- Until final payment is made, HammerSport Marketing retains all rights to the deliverables, and the client may not use or reproduce the deliverables outside of the scope explicitly permitted by the agreement.
Conditional Use of Deliverables:
- In both retainer and project-based agreements, deliverables provided before final payment is received are considered “conditionally licensed” for review and internal purposes only.
- The client agrees not to publish, use, modify, or distribute any deliverables unless and until full ownership rights are transferred through payment compliance.
Intellectual Property Retention:
- Regardless of payment status, HammerSport Marketing retains the rights to pre-existing tools, frameworks, methodologies, and templates used in the creation of deliverables. Ownership of these proprietary assets is not transferred to the client.

Performance Disclaimer

While HammerSport Marketing strives to achieve the best possible results for your campaigns and projects, we cannot guarantee specific outcomes, such as revenue increases, lead generation numbers, or website traffic improvements. Campaign performance is influenced by various factors, including market conditions, client-provided content, and audience behavior.

Confidentiality and Non-Disclosure

Both parties agree to maintain the confidentiality of any proprietary or sensitive information shared during the course of the engagement. This includes business plans, marketing strategies, client lists, and other non-public information.

HammerSport Marketing will not disclose or use your confidential information for any purpose other than performing the Agency Services.

Third-Party Tools and Platforms

HammerSport Marketing may use third-party platforms, such as Google Ads, Facebook, or analytics tools, to deliver the Agency Services. You acknowledge that your use of these platforms is subject to their respective terms and conditions, and HammerSport Marketing is not responsible for downtime, errors, or changes made by these platforms.

Termination

Either party may terminate the agreement with 30 days’ written notice. Upon termination, you will be responsible for paying for all completed work and any outstanding invoices. Retainer fees for the current month are non-refundable.

Portfolio Use

HammerSport Marketing reserves the right to include completed projects in our portfolio and marketing materials unless otherwise agreed in writing.

Limitations of Liability

General Limitation of Liability:
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HAMMERSPORT MARKETING SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, OR YOUR USE OF THE DELIVERABLES. THIS INCLUDES, BUT IS NOT LIMITED TO, LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR DAMAGES RESULTING FROM DELAYS, ERRORS, OR DEFECTS IN THE SERVICES OR DELIVERABLES, EVEN IF HAMMERSPORT MARKETING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Maximum Liability:
IN NO EVENT SHALL HAMMERSPORT MARKETING’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, OR THE DELIVERABLES EXCEED THE TOTAL AMOUNT PAID BY YOU TO HAMMERSPORT MARKETING IN THE TWELVE (12) MONTHS PRIOR TO THE CLAIM.
Exclusions:
HammerSport Marketing is not liable for any claims, damages, or losses resulting from:
- The use or misuse of third-party platforms, tools, or technologies integrated into the Services.
- Client-provided content, data, or materials that infringe on intellectual property, privacy rights, or other legal protections.
- Delays or failures caused by client actions, including failure to provide necessary materials, approvals, or payments.
Acknowledgement of Risk:
You acknowledge that digital marketing, advertising, and consulting efforts involve inherent uncertainties, and HammerSport Marketing cannot guarantee specific outcomes or results.
Force Majeure:
HammerSport Marketing shall not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disasters, government actions, labor disputes, power failures, or internet outages.

Governing Law

Governing Law:
These Terms and any disputes arising out of or relating to them or the Services shall be governed by and construed in accordance with the laws of the State of Minnesota, without regard to its conflict of laws principles.
Jurisdiction and Venue:
Any legal action or proceeding arising under these Terms shall be brought exclusively in the state or federal courts located in Hennepin County, Minnesota. You irrevocably consent to the jurisdiction of such courts and waive any objection to venue.
Waiver of Class Actions:
YOU AGREE THAT ALL CLAIMS WILL BE BROUGHT ON AN INDIVIDUAL BASIS AND THAT YOU WILL NOT PARTICIPATE IN A CLASS ACTION OR OTHER COLLECTIVE LEGAL PROCEEDING AGAINST HAMMERSPORT MARKETING. YOU EXPRESSLY WAIVE ANY RIGHT TO BRING CLAIMS AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
Time Limitation for Claims:
Any claim you may have arising out of or relating to these Terms must be brought within twelve (12) months from the date the claim arises, or such claim is permanently barred.
Alternative Dispute Resolution:
Before initiating any formal legal proceedings, you agree to first attempt to resolve any dispute by contacting HammerSport Marketing in writing. If the dispute cannot be resolved informally within thirty (30) days, the parties agree to submit the dispute to binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in Hennepin County, Minnesota, and the decision of the arbitrator shall be final and binding.

Contact Information

For questions or concerns, please contact us at:

HammerSport Marketing
Attn: Support
Address: 11468 Marketplace Dr. N, STE 600 #1022 Champlin, MN, 55316
Phone: 407-476-8031
Email: info@HammerSportMarketing.com