Welcome to Mining Wells Agency, a division of Mining Wells LLC. These Terms of Service ("Terms") govern your use of our marketing, advertising, SEO, website design, email/SMS marketing, and related digital services (collectively, the "Services"). By engaging with our Services, you agree to comply with and be bound by these Terms. If you do not agree to these Terms, you should not use our Services.
Mining Wells Agency provides a range of marketing and digital services, including but not limited to:
All Services are performed as outlined in individual client agreements, proposals, or scopes of work, and any content-related Services (including blog writing and editing) will be performed in accordance with the Intellectual Property & Licensing section of these Terms.
All payments for Services are due upfront unless otherwise agreed upon in a separate, written contract. Due to the nature of digital marketing and advertising, all payments are final and non-refundable unless expressly stated in a signed agreement. Any late payment may result in suspension or termination of Services until full payment is received. Clients agree not to initiate chargebacks or disputes without first providing written notice to Mining Wells Agency and allowing a reasonable opportunity to resolve the issue in good faith. Unresolved chargebacks will be treated as contract violations, and clients will be responsible for any associated fees charged by payment processors or banks, to the extent permitted by law.
To ensure the effectiveness of our Services, clients agree to provide accurate and complete information necessary for project execution, grant necessary access to websites, social media accounts, ad platforms, or any other relevant tools, approve materials, content, and advertisements in a timely manner, abide by all applicable laws and regulations related to their industry, and maintain compliance with advertising platform policies (Google, Facebook, etc.). Mining Wells Agency is not responsible for delays or failures caused by the client's failure to fulfill these responsibilities.
Any materials, graphics, ad creatives, website designs, blog content, copy, or other deliverables created by Mining Wells Agency remain the property of Mining Wells LLC until full payment is received; upon full payment, Mining Wells Agency assigns to the client all right, title, and interest in the final, approved deliverables created specifically for the client under the applicable scope of work (the “Work Product”), including all copyrights to the maximum extent permitted by law, and the client may publish the Work Product under the client’s name or brand (and Mining Wells Agency will not publicly claim authorship of ghostwritten content). The client retains ownership of all materials the client provides (including drafts, images, text, videos, logos, trademarks, and other content) and warrants that client-provided materials do not infringe any third-party rights; Mining Wells Agency assumes no liability for copyright violations arising from client-provided materials. Notwithstanding the foregoing, Mining Wells Agency retains all rights in its pre-existing or independently developed templates, processes, methods, frameworks, checklists, software, and know-how (“Agency Tools”); to the extent any Agency Tools are embedded in the Work Product, the client receives a non-exclusive, perpetual, non-transferable license to use those embedded elements solely as necessary to use the Work Product for the client’s business. Mining Wells Agency may display only publicly available, published Work Product in its portfolio, promotional materials, and case studies unless the client opts out in writing or confidentiality/ghostwriting is otherwise agreed in writing, in which case Mining Wells Agency will not display the content and may only reference the engagement in anonymized form without reproducing the Work Product.
Mining Wells Agency does not guarantee any specific results, including but not limited to increased sales, conversions, receiving licenses, or rankings on search engines. While we strive to optimize campaigns for the best possible performance, digital advertising and SEO involve external factors beyond our control such as algorithm changes, competition, market conditions, and ad platform policies. The client acknowledges that results may vary and that Mining Wells Agency is not liable for the success or failure of any campaign.
To the maximum extent permitted by law, Mining Wells Agency (Mining Wells LLC) shall not be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages arising out of or relating to the Services provided, including but not limited to loss of revenue, profits, business opportunities, or data, platform bans, account suspensions, or penalties imposed by advertising platforms, website downtime or technical issues beyond our control, and errors, omissions, or inaccuracies in marketing materials. Our total liability under any circumstance shall not exceed the amount paid by the client for Services in the past three months.
The Client agrees to fully indemnify, defend, and hold harmless Mining Wells Agency (Mining Wells LLC), its owners, employees, officers, contractors, affiliates, successors, and assigns (collectively, the "Indemnified Parties") from any and all claims, demands, liabilities, losses, damages, fines, penalties, costs, expenses, and attorney fees (collectively, "Claims"), including but not limited to those arising out of, relating to, or resulting from:
The Client acknowledges and agrees that Mining Wells Agency does not guarantee compliance with any laws, regulations, or industry standards, including but not limited to ADA, business licensing, intellectual property, or digital marketing laws. Compliance is an ongoing responsibility requiring monitoring, updates, and adjustments, which remain solely the Client's responsibility. Mining Wells Agency also does not guarantee specific marketing outcomes, lead generation success, conversion rates, search engine rankings, or the effectiveness of any advertising campaigns.
The Client shall, at its sole cost and expense, defend any Claim subject to this indemnification and shall have full control over the defense and settlement thereof; provided, however, that no settlement shall impose any liability, obligation, or admission of fault on the Indemnified Parties without their prior written consent. Mining Wells Agency reserves the right, but not the obligation, to participate in the defense of any such Claim at its own expense.
This indemnification obligation shall survive the termination of this Agreement and remain in full force and effect indefinitely, regardless of any changes to applicable laws, regulations, or the Client's continued use of the Services.
Mining Wells Agency reserves the right to terminate or suspend Services immediately, without notice, if the client breaches these Terms, engages in unlawful, unethical, or fraudulent activities, or fails to make payment. If a client wishes to terminate Services, they must provide written notice at least 14 days in advance. No refunds will be issued for work already completed.
Both parties agree to keep any confidential or proprietary information private and not disclose it to third parties without prior written consent. However, this does not apply to information that becomes public knowledge or information required to be disclosed by law. Mining Wells Agency is not responsible for any data breaches or security vulnerabilities in third-party platforms used for marketing campaigns.
These Terms shall be governed by and construed in accordance with the laws of the State of California. Any disputes arising under these Terms shall be resolved through binding arbitration in Orange County, California. The client agrees to waive any class action rights and pursue claims individually.
Mining Wells Agency shall not be liable for any delay or failure in performance due to circumstances beyond its reasonable control, including but not limited to natural disasters, power failures, government actions, internet disruptions, or ad platform outages.
Mining Wells Agency reserves the right to update or modify these Terms at any time. Clients will be notified of any significant changes. Continued use of the Services after such modifications constitutes acceptance of the updated Terms.
For any questions or concerns about these Terms, please contact:
Email: info@miningwells.com
Business Address: 17595 Harvard Ave Ste C-870, Irvine, CA 92614
By using our Services, you acknowledge that you have read, understood, and agreed to these Terms.