These Terms and Conditions (“Terms”) govern your access to and use of Gambix.io (the “Site”) and, to the extent not superseded by a Service Agreement, the marketing services, AI-assisted services, deliverables, and related offerings provided by Gambix LLC (“Gambix,” “we,” “us,” or “our”).
BY ACCESSING OR USING THE SITE OR SERVICES, YOU AGREE TO THESE TERMS.
If you do not agree, do not use the Site or Services.
Definitions
- Client" means the business entity purchasing Services.
- “Deliverables” means work output provided by Gambix (reports, creatives, landing pages, ad assets, strategy docs, configurations, automation workflows, and similar materials).
- “Client Materials” means content, data, logos, trademarks, copy, lists, and assets Client provides.
- “Third-Party Platforms” means ad networks, analytics tools, CRMs, hosting, email/SMS tools, automation tools, and similar third parties.
- “Service Agreement” means any MSA, SOW, Order Form, DPA, or similar agreement signed by the parties.
Scope; Order of Precedence
- 2.1 Site Terms vs. Service Terms. These Terms apply to Site use and, if you purchase Services without a separate signed Service Agreement, these Terms apply to those Services.
- 2.2 Order of precedence. If there is a conflict between these Terms and a signed Service Agreement, the Service Agreement controls for the Services.
- 2.3 Updates. We may update these Terms by posting a new version and updating the “Last Updated” date. Continued use after changes means you accept them, to the extent permitted by law.
Eligibility; Authority; Account Security
- 3.1 Eligibility. You must be at least 18 and able to form a binding contract.
- 3.2 Authority. If you use Services on behalf of a business, you represent you have authority to bind that business.
- 3.3 Account security. You are responsible for safeguarding credentials and all activity under your accounts. Notify us promptly of suspected unauthorized use.
Services; Deliverables; Client Responsibilities
- 4.1 Scope is defined in writing. We provide digital marketing and AI-assisted marketing services. The exact scope, deliverables, timelines, and pricing are defined in a Service Agreement, proposal, or written scope confirmation.
- 4.2 Client responsiveness affects timelines.Client agrees to provide timely access, approvals, and feedback. Delays by Client may shift timelines, testing velocity, and campaign performance.
- 4.3 Access and permissions. Client must provide accurate credentials and permissions for Third-Party Platforms and confirms it has the rights to do so.
- 4.4 Compliance and policy alignment. Client is responsible for ensuring its business, offers, landing pages, tracking consents, and content comply with applicable laws and platform policies (including ad policies, email/SMS rules, and privacy requirements).
- 4.5 Approvals. Client is responsible for reviewing and approving Deliverables. If Client requests Gambix proceed without explicit approval in writing, Client assumes the risk of resulting outcomes.
- 4.6 Client Materials warranties. Client represents it owns or has permission to use Client Materials, including lists and customer data, and that providing them to Gambix does not violate law or third-party rights.
- 4.7 Active campaign interruptions. Service may be interrupted by platform outages, policy reviews, disapprovals, billing failures, or factors outside our control. Unless explicitly agreed in writing, Gambix does not provide an SLA and cannot guarantee uninterrupted campaign delivery.
Third-Party Platforms; Platform Volatility
- 5.1 Platform control. Third-Party Platforms are not controlled by Gambix. They may change rules, algorithms, pricing, reporting, features, or approvals at any time.
- 5.2 No platform guarantees. We do not guarantee approvals, account standing, deliverability, audience performance, attribution accuracy, or continuous API access.
- 5.3 Client’s relationship with platforms. Client is responsible for accepting and complying with platform terms and paying platform fees (ad spend, subscriptions, message fees), unless explicitly stated otherwise in writing.
AI-Assisted Services; Output Disclaimers
- 6.1 AI may be used. We may use AI tools to assist with ideation, drafting, optimization, research summaries, tagging, and reporting.
- 6.2 Output may be inaccurate or non-compliant. AI-assisted outputs may contain inaccuracies, bias, or compliance issues. Client is responsible for final review and approvals unless a Service Agreement explicitly assigns compliance review to Gambix.
- 6.3 No promise of improved performance. AI recommendations are probabilistic and do not guarantee improved outcomes.
- 6.4 Training use is opt-in only. We will only use Client Data or Confidential Information for AI training/model improvement if Client explicitly opts in via written authorization.
Fees; Billing; Taxes; Refunds
- 7.1 Fees. Fees are described in the Service Agreement, proposal, or posted order page.
- 7.2 Payment processing. Payments may be processed through Stripe.
- 7.3 Payment terms. Invoices are due Net 15 days from invoice date unless otherwise stated in writing.
- 7.4 Late payments. Late amounts may accrue interest at 1.5% per month (or the maximum permitted by law, if lower) and may result in suspension of Services.
- 7.5 Taxes. Client is responsible for applicable taxes (excluding taxes on Gambix’s income).
- 7.6 Refunds (default rule adjust if you want). Unless required by law or stated in a signed Service Agreement, fees are non-refundable once work has started. Third-party costs (ad spend, subscriptions, platform fees, stock/licensing) are non-refundable
Intellectual Property; Work Product; Licenses
- 8.1 Client ownership of Client Materials. Client retains ownership of Client Materials.
- 8.2 Work product ownership (default: assignment upon full payment). Upon full payment, Client owns Deliverables created specifically for Client, excluding Gambix Background IP and third-party materials.
- 8.3 Background IP. Gambix retains all rights to its pre-existing templates, SOPs, scripts, tools, methods, know-how, and generalized learnings.
- 8.4 Third-party components. Deliverables may include third-party fonts, stock assets, plugins, or licensed elements subject to third-party terms. Client is responsible for ongoing license compliance unless stated otherwise in writing.
- 8.5 Portfolio rights (default: opt-out). Unless Client opts out in writing, Gambix may list Client’s name and display non-confidential Deliverables for portfolio/marketing purposes. We will not disclose Client Confidential Information.
- 8.6 Feedback license. If you provide suggestions/feedback, you grant Gambix a non-exclusive right to use it without restriction or compensation.
Confidentiality
- 9.1 Confidential Information. Each party may receive the other’s Confidential Information.
- 9.2 Protection. Recipient will use Confidential Information only to perform the Services, protect it with reasonable care, and limit access to those who need to know and are bound by confidentiality obligations.
- 9.3 Exclusions. Confidential Information excludes information that is public, independently developed, rightfully received, or already known without breach.
- 9.4 Compelled disclosure. If legally required, recipient will provide notice where permitted and disclose only what is required.
Acceptable Use; Prohibited Conduct
- (a) violate laws or platform policies;
- (b) send spam or unlawful marketing;
- (c) violate email/SMS requirements (including opt-out handling where applicable);
- (d) upload malicious code;
- (e) infringe IP;
- (f) attempt unauthorized access;
- (g) reverse engineer or misuse Gambix tools;
- (h) use Deliverables to compete by copying Gambix Confidential Information.
Representations and Warranties
- 11.1 Mutual. Each party represents it has authority to enter into agreements.
- 11.2 Client-specific. Client represents: (a) Client Materials are lawful and properly licensed; (b) it has necessary consents for lists, tracking, and marketing outreach; (c) its marketing claims are truthful and substantiated; and (d) its products/services comply with applicable laws.
Disclaimers (No Guarantees)
- 12.1 Marketing results are not guaranteed. YOU ACKNOWLEDGE THAT MARKETING OUTCOMES (INCLUDING ROI, REVENUE, LEADS, CAC, ROAS, RANKINGS, TRAFFIC, CONVERSIONS, AND DELIVERABILITY) DEPEND ON MANY FACTORS OUTSIDE OUR CONTROL (MARKET CONDITIONS, COMPETITION, PLATFORM CHANGES, BUDGET, CREATIVE FATIGUE, SALES FOLLOW-UP, WEBSITE PERFORMANCE, PRODUCT-MARKET FIT, AND COMPLIANCE ISSUES). WE DO NOT GUARANTEE RESULTS UNLESS EXPRESSLY STATED IN A SIGNED SERVICE AGREEMENT.
- 12.2 Site and Services “as is.” To the fullest extent permitted by law, the Site and Services are provided “AS IS” and “AS AVAILABLE,” without warranties of any kind.
- 12.3 No legal/financial advice. Gambix does not provide legal advice. Compliance decisions remain Client’s responsibility unless explicitly assigned to Gambix in writing.
Limitation of Liability
- 13.1 Exclusion of damages. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL GAMBIX BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.
- 13.2 Liability cap. TO THE FULLEST EXTENT PERMITTED BY LAW, GAMBIX’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE SITE OR SERVICES WILL NOT EXCEED THE AMOUNTS PAID TO GAMBIX FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE 12 MONTHS BEFORE THE EVENT FIRST GIVING RISE TO LIABILITY.
- 13.3 Ad spend is excluded. Gambix is not liable for ad spend, platform fees, chargebacks, or third-party costs, even if incurred during a dispute, unless expressly agreed in writing.
- 13.4 Essential purpose. These limitations apply regardless of legal theory and even if a remedy fails of its essential purpose.
Indemnification
Client will defend, indemnify, and hold harmless Gambix and its affiliates, officers, directors, employees, and contractors from claims arising out of:
- (a) Client Materials;
- (b) Client’s products/offers;
- (c) Client’s breach of law/platform policies (including privacy and consent requirements);
- (d) instructions Client gives Gambix;
- (e) Client’s misuse of Deliverables.
Suspension; Termination
- 15.1 Suspension. We may suspend access/services immediately for nonpayment, security risk, suspected illegal activity, or platform policy risk.
- 15.2 Termination (default). Either party may terminate Services with 30 days’ written notice unless otherwise stated in a Service Agreement.
- 15.3 Effect of termination. Client remains responsible for fees incurred and third-party costs. Data return/deletion follows the Service Agreement and the Privacy Policy.
Privacy; Data Processing; Security Incidents
- 16.1 Privacy Policy. Our Privacy Policy is incorporated by reference.
- 16.2 Data Processing Addendum. If required by law, the parties will execute a DPA covering processor obligations, subprocessors, incident notice, and cross-border transfers.
- 16.3 Security incidents. We will notify Client of a confirmed breach involving Client Data as required by law and any Service Agreement, and will provide reasonable cooperation.
Dispute Resolution; Arbitration; Class Action Waiver
- 17.1 Informal resolution first. Before filing, the parties agree to try in good faith to resolve disputes by written notice and a management call within 30 days.
- 17.2 Binding arbitration (where legally permitted). Except for claims for injunctive relief (for example, IP misuse or unauthorized access), disputes will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, with the arbitration conducted in Sheridan County, Wyoming, unless the parties agree to remote arbitration.
- 17.3 Class action waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, DISPUTES MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE PROCEEDING.
- 17.4 Small claims option. Either party may bring eligible claims in small claims court.
- 17.5 Fees. Each party will bear its own attorneys’ fees and costs unless the arbitrator awards fees under applicable law or a Service Agreement.
Governing Law; Venue
These Terms are governed by the laws of the State of Wyoming, without regard to conflict-of-laws rules.
If a dispute is allowed in court (instead of arbitration), the parties consent to exclusive venue in state or federal courts located in Wyoming.
Miscellaneous
- 19.1 Assignment. Client may not assign without our written consent (except to a successor in a merger/acquisition). Gambix may assign to an affiliate or successor.
- 19.2 Independent contractors. The parties are independent contractors.
- 19.3 Force majeure. Neither party is liable for delays caused by events outside reasonable control (platform outages, internet failures, acts of government, etc.).
- 19.4 Severability. If any provision is unenforceable, the rest remains in effect.
- 19.5 Entire agreement. These Terms plus any Service Agreement form the entire agreement on the subject.
- 19.6 Notices. Notices to Gambix: info@gambix.io (Attn: Legal) and physical address below.
Company ContactGambix LLC32 N Gould St., Sheridan, WY 828015000 Thayer Center, Oakland, MD 21550Email: info@gambix.io
