DEFINITIONS


In this document the following words shall have the following meanings:

• “Buyer” means the organization or person purchasing Goods from the Seller.
• “Goods” means the services and deliverables to be supplied to the Buyer by the Seller, including digital marketing, paid media, advertising, analytics, creative, and related professional services.
• “Intellectual Property Rights” means all registered and unregistered copyrights, trademarks, designs, know-how, and other intellectual property rights enforceable anywhere in the world.
• “Seller” means Infinite Loop Designs, Inc., doing business as X3 Digital.

GENERAL

These Terms and Conditions apply to all sales, services, and exchanges of Goods by the Seller to the Buyer and supersede any other terms proposed by the Buyer unless expressly agreed to in writing by the Seller. By engaging the Seller, creating an account, or accepting a proposal or Statement of Work (“SOW”), the Buyer agrees to be bound by these Terms of Service and any applicable SOWs, which are incorporated by reference.

PRICE AND PAYMENT

Prices are as outlined in applicable proposals or Statements of Work and are exclusive of taxes, third-party fees, media spend, and platform costs unless otherwise stated. Payment terms, methods, and invoicing cadence shall be governed by the applicable SOW. Failure to pay undisputed invoices when due may result in suspension of services without liability until payment is brought current.

PAID MEDIA & THIRD-PARTY PLATFORMS 

Paid media, digital advertising, and marketing services are subject to factors outside the Seller’s control, including but not limited to third-party platform policies, auction dynamics, algorithm changes, inventory availability, pricing fluctuations, and technical limitations. The Seller does not guarantee ad delivery, platform approval, performance outcomes, return on ad spend, lead volume, conversions, revenue, rankings, or any specific business result. All services are provided on a commercially reasonable, best-efforts basis. The Seller does not own, operate, or control third-party platforms or vendors, including but not limited to Google, Meta, TikTok, Amazon, Walmart Connect, DSPs, analytics providers, or hosting services, and shall not be responsible for outages, suspensions, policy changes, data discrepancies, or platform decisions.

BILLING AGENT & MEDIA SPEND RESPONSIBILITY 

Where the Seller acts as a billing and collections agent or intermediary on behalf of a third-party service provider, platform, or partner, the Buyer remains solely responsible for all media spend, platform charges, vendor invoices, and third-party costs. The Seller shall not be financially responsible for unpaid media spend, platform charges, or third-party vendor fees incurred by the Buyer. Disputes related to media delivery, platform performance, or third-party charges do not relieve the Buyer of its obligation to pay Seller fees.

DESCRIPTION


Any descriptions, examples, projections, or case studies provided are for illustrative purposes only and do not constitute guarantees of performance or outcomes.

SAMPLE


Where a sample of the Goods is shown to and inspected by the Buyer, the parties hereto accept that such a sample is representative in nature and the bulk of the order may differ slightly as a result of the creative process.

DELIVERY AND CANCELLATION

Delivery timelines are estimates unless expressly stated otherwise in writing. Revisions are not guaranteed and may be provided at the Seller’s discretion or as outlined in an applicable SOW. All fees are non-refundable unless expressly stated otherwise in writing. For recurring services, the Buyer must provide at least sixty (60) days written notice to cancel unless otherwise specified in the SOW.

RISK


Risk in the Goods shall pass to the Buyer upon receipt of the goods. Where the Buyer chooses to collect the Goods itself, risk will pass when the Goods are entrusted to it or set aside for its collection, whichever happens first. Regarding monthly services, the Buyer accepts full liability for the change in ranking and penalty related to their site in all instances. While the Seller accepts responsibility to carry out desired results, there are no guarantees for results offered, promoted, or shown. All rankings, results, and other items shown to Buyer are not guarantees of success, but estimates, and should not be seen as average or typical. Any and all claims made by Seller are for educational and informational purposes only. There is no assurance that prior and all successes shown, or past results, can be used as an indication of future results. The Seller agrees that the Buyer is not liable for any success or failure of the Buyer’s business decisions related to any information provided by the Buyer. Upon delinquent payment, the Seller reserves the full discretion to take any action necessary to obtain remaining balance, including but not limited to, to lock, privatize, or restricting administrative access to products in question, as well as other instances as the Seller’s sole discretion. The Buyer acknowledges that marketing, advertising, SEO, and paid media services involve inherent risk and variability. There are no guarantees of rankings, traffic, conversions, or business results. Past performance, examples, or case studies are not indicative of future results and should not be relied upon as guarantees. In the event of incomplete payment by the Buyer, violation of terms of service, or any other reason necessary, litigation can and will be pursued at the Seller’s sole discretion, with all legal fees incurred in seeking recovery to be reimbursed in full by the Buyer.

TITLE


Title to any Goods shall not transfer until all applicable invoices have been paid in full.

LIMITATION OF LIABILITY

To the maximum extent permitted by law, the Seller’s total cumulative liability arising out of or related to this Agreement, including paid media and digital marketing services, shall not exceed the total fees paid to the Seller by the Buyer during the three (3) months preceding the event giving rise to the claim. In no event shall the Seller be liable for indirect, incidental, consequential, special, or punitive damages, including loss of profits, revenue, data, or business opportunities. Nothing in this Agreement limits liability for death or personal injury caused by negligence.

INTELLECTUAL PROPERTY RIGHTS


Upon full payment, ownership of final deliverables expressly created for the Buyer under an applicable SOW shall transfer to the Buyer, excluding the Seller’s pre-existing materials, methodologies, templates, tools, frameworks, and general know-how, which remain the Seller’s property. Third-party software, platforms, or tools remain subject to their respective license terms.

FORCE MAJEURE


The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may, without liability on its part, terminate the contract.

RELATIONSHIP OF PARTIES


Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other.

ASSIGNMENT AND SUB-CONTRACTING


The contract between the Buyer and Seller for the sale of Goods shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Buyer, without the prior written consent of the Seller.

WAIVER


The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.

SEVERABILITY


If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.

GOVERNING LAW AND JURISDICTION


This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflict of law principles. The parties consent to exclusive jurisdiction and venue in the state or federal courts located in Florida.

Last Updated: December 29, 2025