Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the website and services provided by Only in Naples 239 (“Only in Naples 239,” “we,” “us,” or “our”), a marketing agency based in Naples, Florida. By using our website, submitting a form, or engaging our services, you agree to these Terms. If you do not agree, please do not use our website or services. If you accept these Terms on behalf of a business, you represent that you are authorized to do so.

• Website — our website and any pages, forms, or content we make available online.
• Services — the marketing services we provide, as described in Section 3.
• Client (“you”) — a business or person that engages us or uses our Website.
• Service Agreement — a proposal, statement of work, order, or other written agreement that sets the scope and fees for an engagement.
• Deliverables — the final work products we create for you under a Service Agreement.
• Content — text, images, logos, video, and other materials, whether provided by you or created by us.

We provide local marketing services for businesses in Southwest Florida, which may include social media features, newsletter placement, event coverage and promotion, local SEO and Google Business Profile optimization, review generation and reputation management, website design and development, Google Ads and social media advertising, social media management, and email marketing.

The specific scope, deliverables, timeline, and fees for any engagement will be set out in a separate proposal, statement of work, or written agreement (“Service Agreement”). If a Service Agreement conflicts with these Terms, the Service Agreement controls for that engagement.

We may improve, modify, or discontinue parts of our Website or standard Services over time. If a change would materially reduce the Services in an active engagement, your Service Agreement governs how we handle it, and we will give you reasonable notice.

When you use our Website or engage our Services, you agree to:

• Provide accurate, current, and complete information in forms and communications.
• Have the right to share any Content, logos, or materials you provide to us, and to grant the licenses in Section 7.
• Ensure the Content you provide is truthful and complies with advertising, consumer-protection, and other applicable laws.
• Use our Website and Services lawfully, and not for any fraudulent, harmful, or infringing purpose.
• Provide timely access, approvals, and materials we reasonably need to deliver the Services.
• Comply with the terms, policies, and community guidelines of any third-party platforms used in your campaigns.
• Not misuse the Website — for example, by attempting to gain unauthorized access, interfering with its operation, scraping it with automated tools, uploading malware, or using it to send spam or unlawful, infringing, or harassing content.
• Represent that you are not on, and are not acting on behalf of anyone on, any U.S. government sanctions or restricted-party list, and that you will not use our Services in violation of applicable export-control or sanctions laws.

Fees, billing cycles, and payment terms for paid Services are set out in your Service Agreement. Unless stated otherwise, invoices are due upon receipt, overdue amounts may accrue interest or late fees where permitted by law, and Services may be paused or suspended for overdue accounts. Third-party costs (such as ad spend, subscriptions, or licensed assets) are your responsibility unless your Service Agreement says otherwise. Fees are non-refundable except where required by law or expressly provided in your Service Agreement.

For engagements that include social media or advertising management, you authorize us to access, create, post to, schedule, and manage content on your designated social media, advertising, and business accounts on your behalf, using each platform’s official tools and APIs.

• You confirm you own or are authorized to manage those accounts and to grant us access.
• You remain responsible for ensuring content and campaigns comply with each platform’s terms and applicable law, and you may review and approve content as set out in your Service Agreement.
• Platforms are independent third parties (see Section 9); we are not responsible for their decisions, including account suspensions, ad disapprovals, or algorithm changes.
• Ownership of accounts and access credentials is addressed in your Service Agreement; unless stated otherwise, accounts registered in your name remain yours on termination.

Our IP. The Only in Naples 239 name, logo, Website, and original content are owned by us or our licensors and are protected by intellectual property laws. We also retain all rights in our proprietary methodologies, processes, templates, know-how, and any pre-existing or general tools we use to create Deliverables. You may not copy, reproduce, or reuse our materials without our written permission.

Your Content.You retain ownership of the materials you provide to us (such as logos, photos, and copy). You grant us a non-exclusive, worldwide license to use, reproduce, modify, and display that Content as needed to deliver and promote the Services you’ve engaged us for, including featuring your business across our platform and channels.

Deliverables. Upon full payment of all applicable fees, we assign to you the ownership of the final custom Deliverables created specifically for you under your Service Agreement (excluding our retained IP above). Until payment is made in full, all Deliverables remain our property. Preliminary concepts, working files, and third-party or licensed elements (such as fonts, stock media, or plugins) remain subject to our rights or their original licenses.

Unless your Service Agreement says otherwise (or a separate confidentiality agreement applies), you grant us the right to reference your name, logo, completed work, and non-confidential results as examples in our portfolio, case studies, and marketing materials. We will not disclose information you have identified as confidential without your consent, and we will honor a written request to stop future portfolio use.

Our Services often rely on third-party platforms such as Google, Meta/Instagram, and email or hosting providers. We do not control these platforms, and your use of them is subject to their own terms and policies. We are not responsible for changes, outages, or decisions made by these platforms that affect your campaigns.

Marketing outcomes depend on many factors outside our control, including market conditions, your offering, and third-party platforms. While we work hard to deliver strong results, we do not guarantee specific rankings, reach, leads, sales, or revenue. Any examples, case studies, or past results are illustrative and not a promise of future performance.

Each party may receive confidential information from the other (such as business plans, pricing, account access, or strategy). Each party agrees to use the other’s confidential information only to perform under these Terms and any Service Agreement, to protect it with reasonable care, and not to disclose it to others except to those who need it and are bound by similar obligations, or as required by law.

Our Website and Services are provided “as is” and “as available,” without warranties of any kind, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the fullest extent permitted by law.

To the fullest extent permitted by law, Only in Naples 239 and its owners, employees, and contractors will not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or goodwill, arising out of your use of our Website or Services. Our total liability for any claim relating to the Services will not exceed the amount you paid us for the specific service giving rise to the claim in the three (3) months before the claim arose.

You agree to indemnify and hold harmless Only in Naples 239 from any claims, damages, or expenses (including reasonable attorneys’ fees) arising from Content you provide, your use of our Services, or your violation of these Terms or applicable law. We will indemnify you on the same basis for third-party claims that our original, agency-created Content infringes that third party’s intellectual property rights.

These Terms apply while you use our Website or Services. Either party may end an engagement as described in the applicable Service Agreement. We may suspend or terminate access to our Website or Services if you violate these Terms. Sections that by their nature should survive termination (such as intellectual property, confidentiality, disclaimers, and limitation of liability) will continue to apply.

We are not liable for any delay or failure to perform caused by events beyond our reasonable control, including acts of nature, hurricanes or severe weather, outages, third-party platform or provider failures, labor disruptions, or government action.

These Terms are governed by the laws of the State of Florida, without regard to its conflict-of-laws rules [confirm governing state with your attorney]. Before filing any formal claim, both parties agree to first attempt to resolve the dispute in good faith through direct discussion. Any dispute that cannot be resolved informally will be handled in the state or federal courts located in or serving Collier County, Florida, and you consent to their jurisdiction.

During any engagement and for twelve (12) months after it ends, you agree not to directly or indirectly solicit for employment or engagement any of our employees or contractors who performed work for you, without our prior written consent. This does not restrict general job postings that are not specifically directed at our team.

If you share ideas, suggestions, or feedback about our Website or Services, you grant us a perpetual, irrevocable, royalty-free license to use that feedback to operate and improve our business, without any obligation to you. We will not publicly identify you as the source of feedback without your consent.

By using our Website or engaging our Services, you agree that we may communicate with you electronically — by email, through our Website, or through the messaging features of the platforms we use — and that electronic communications, agreements, and signatures have the same legal effect as if they were in writing and signed on paper.

By submitting a form on our Website (such as the Free Growth Audit, Strategy Call, or contact forms), you also agree that we may add you to our business newsletter and email list and send you related email updates about our services and local marketing opportunities. You can unsubscribe at any time using the link in any email, and opting out will not affect service-related messages we send to active clients. See our Privacy Policy for details on how we handle your information.

• Entire agreement. These Terms, together with any Service Agreement and any policies referenced here, are the entire agreement between us about their subject matter and replace any prior discussions or understandings.
• Assignment. You may not assign or transfer these Terms without our written consent; we may assign them to an affiliate or in connection with a merger, acquisition, or sale of assets. These Terms bind and benefit the parties’ permitted successors and assigns.
• Severability. If any provision is found unenforceable, the rest of these Terms will remain in effect, and the unenforceable provision will be applied to the maximum extent permitted by law.
• No waiver. Our failure to enforce a provision is not a waiver of our right to enforce it later.
• Independent contractor. We are an independent contractor, not your employee, partner, joint venturer, or agent, and neither party may bind the other except as expressly stated.
• No third-party beneficiaries. These Terms are solely for the benefit of you and us and create no rights for any other person.
• Notices. Legal notices may be sent to the email or address in your Service Agreement or, for us, to the contact details in Section 23, and are effective when sent or delivered.
• Interpretation. Section headings are for convenience only, and remedies are cumulative and not exclusive.
• Survival. Provisions that by their nature should survive termination — including intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, and these general provisions — will continue to apply.

We may update these Terms from time to time. When we do, we’ll revise the “Last updated” date above. Your continued use of our website or services after changes take effect means you accept the updated Terms.

Questions about these Terms? Get in touch:

• Email: sales@onlyinnaples239.com
• Phone: (757) 275-4355
• Instagram: @only.in.naples.239
• Location: Naples, Florida (serving Southwest Florida).

See also our Privacy Policy.