Last Updated: February 18, 2026
These Terms and Conditions (“Terms”) govern your access to and use of the website [www.orangeleave.com] (the “Site”) and the digital advertising services (“Services”) provided by OrangeLeave (“we,” “our,” “us,” or “Agency”).
By accessing or using our Site or Services, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use our Site or Services.
1. Acceptance of Terms
By using our Site or Services, you represent that you are at least 18 years of age and have the legal capacity to enter into these Terms. If you are using our Services on behalf of a business or organization, you represent that you have the authority to bind that entity to these Terms.
2. Services Description
We provide digital advertising services, including but not limited to:
- Meta (Facebook and Instagram) advertising campaign management
- Google Ads campaign management
- Advertising strategy development and consulting
- Campaign analysis and reporting
- Ad creative development and optimization
The specific Services to be provided will be outlined in a separate Service Agreement or proposal. We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time.
3. Client Responsibilities
As a client, you agree to:
- Provide accurate, complete, and timely information necessary for us to perform the Services
- Grant us authorized access to your advertising accounts (Meta Ads Manager, Google Ads, etc.)
- Provide required creative assets, brand guidelines, and marketing materials in a timely manner
- Ensure your products, services, and marketing materials comply with all applicable laws and regulations
- Maintain sufficient advertising budget in your accounts to run campaigns
- Respond promptly to requests for approval, feedback, or information
- Comply with the terms of service of third-party platforms (Meta, Google, etc.)
4. Fees and Payment
4.1 Service Fees
Our fees for Services will be outlined in your Service Agreement or proposal. All fees are exclusive of applicable taxes, which you are responsible for paying.
4.2 Advertising Spend
You are responsible for all advertising costs charged directly by third-party platforms (Meta, Google, etc.). These charges are separate from our service fees and are billed directly to your payment method on file with those platforms.
4.3 Payment Terms
Invoices are due within the timeframe specified in your Service Agreement (typically 15-30 days from invoice date). Late payments may incur a late fee of 1.5% per month or the maximum rate permitted by law, whichever is lower.
4.4 Non-Payment
If payment is not received by the due date, we reserve the right to suspend Services until payment is made in full. Continued non-payment may result in termination of Services and potential legal action to recover outstanding amounts.
5. Term and Termination
5.1 Service Term
The term of Services will be specified in your Service Agreement. Unless otherwise stated, Services will continue on a month-to-month basis after the initial term.
5.2 Termination by Either Party
Either party may terminate the Service Agreement with written notice as specified in your agreement (typically 30 days). You remain responsible for payment of all fees incurred up to the termination date.
5.3 Immediate Termination
We may immediately terminate or suspend Services if you:
- Breach these Terms or your Service Agreement
- Fail to pay fees when due
- Engage in fraudulent or illegal activity
- Violate third-party platform policies, resulting in account suspension
5.4 Effect of Termination
Upon termination, we will cease providing Services and you will lose access to any reports, data, or materials provided through our systems. We are not obligated to provide refunds for prepaid fees unless otherwise specified in your Service Agreement.
6. Intellectual Property
6.1 Client Materials
You retain all ownership rights to materials you provide to us (logos, images, copy, etc.). By providing these materials, you grant us a non-exclusive license to use them solely for the purpose of providing Services.
6.2 Agency Work Product
Upon full payment of fees, you will own the advertising creative, copy, and campaigns we develop specifically for your business. However, we retain ownership of our methodologies, processes, templates, and proprietary tools.
6.3 Agency Property
Our website content, branding, software, reports, and other materials remain our exclusive property. You may not copy, modify, distribute, or use these materials without our written permission.
7. Confidentiality
Both parties agree to keep confidential any proprietary or sensitive information disclosed during the course of our relationship. This includes business strategies, financial information, customer data, and trade secrets. This obligation survives termination of Services.
8. Performance and Results
8.1 No Guaranteed Results
While we strive to deliver optimal performance, digital advertising results depend on many factors beyond our control, including market conditions, competition, platform algorithm changes, and the quality of your products or services. We do not guarantee specific results, rankings, leads, sales, or return on investment.
However, we have dozens of case studies where we have achieved the results that client was expecting from us as an agency.
8.2 Third-Party Platforms
Our Services rely on third-party platforms (Meta, Google, etc.) over which we have no control. We are not responsible for platform outages, policy changes, algorithm updates, account suspensions, or other issues caused by these platforms.
9. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
- We are not liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, revenue, data, or business opportunities
- Our total liability for any claim arising from or related to these Terms or Services shall not exceed the total fees paid by you to us in the six months prior to the claim
- We are not liable for any damages caused by factors outside our reasonable control, including third-party platform issues, account suspensions, or policy violations
Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you.
10. Indemnification
You agree to indemnify, defend, and hold harmless our Agency, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising from: (a) your use of our Services, (b) your violation of these Terms, (c) your violation of any third-party rights, or (d) any content or materials you provide to us.
11. Warranties and Disclaimers
11.1 Client Warranties
You warrant that:
- You have the legal right to use all materials provided to us
- Your products, services, and advertising comply with all applicable laws
- You will not use our Services for any illegal or fraudulent purpose
11.2 Disclaimer of Warranties
OUR SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT OUR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
12. Compliance with Laws
You are responsible for ensuring that your advertising campaigns comply with all applicable federal, state, and local laws and regulations, including but not limited to:
- Federal Trade Commission (FTC) advertising guidelines
- CAN-SPAM Act for email marketing
- Telephone Consumer Protection Act (TCPA)
- Industry-specific regulations (healthcare, finance, etc.)
- Platform-specific advertising policies
13. Data and Reporting
We will provide regular reports on campaign performance as outlined in your Service Agreement. All data is provided for informational purposes only. While we strive for accuracy, we cannot guarantee that all data from third-party platforms is error-free. You should independently verify any data used for business decisions.
14. Modifications to Terms
We reserve the right to modify these Terms at any time. We will notify you of material changes via email or through a notice on our Site. Your continued use of our Services after such notice constitutes acceptance of the modified Terms. If you do not agree to the changes, you must discontinue use of our Services.
15. Dispute Resolution
15.1 Informal Resolution
In the event of any dispute, controversy, or claim arising from these Terms or Services, the parties agree to first attempt to resolve the matter through good-faith negotiations.
15.2 Arbitration
If informal resolution is unsuccessful, any dispute shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in Texas. Each party shall bear its own costs and fees.
15.3 Class Action Waiver
You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.
16. Governing Law
These Terms shall be governed by and construed in accordance with the laws of Texas, United States, without regard to its conflict of law provisions.
17. Severability
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect. The invalid or unenforceable provision will be modified to the minimum extent necessary to make it valid and enforceable.
18. Entire Agreement
These Terms, together with your Service Agreement and Privacy Policy, constitute the entire agreement between you and us regarding the use of our Services and supersede all prior agreements and understandings, whether written or oral.
19. Assignment
You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations without restriction.
20. Force Majeure
Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, or government actions.
21. Waiver
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. Any waiver of any provision of these Terms will be effective only if in writing and signed by us.
22. Survival
The following sections shall survive termination of these Terms: Fees and Payment, Intellectual Property, Confidentiality, Limitation of Liability, Indemnification, Warranties and Disclaimers, Dispute Resolution, and Governing Law.
23. Contact Information
If you have any questions about these Terms, please contact us at:
Orange Leave
Email: info@orangeleave.com
Phone: 123-456-7890
By using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.