Terms of Service

Welcome to MemeLab Marketing ("MemeLab," "we," "us," or "our"). These Terms of Service ("Terms") govern your access to and use of the MemeLab Marketing website, located at memelab-marketing.com, as well as any related services, content, tools, features, and functionality offered by us (collectively, the "Services").

By accessing our website, submitting an inquiry form, entering into a service agreement, or engaging with any of our content or representatives, you ("Client," "you," or "your") agree to these Terms in their entirety. These Terms constitute a legally binding agreement between you and MemeLab Marketing.

We reserve the right to modify these Terms at any time. Changes will be effective immediately upon posting to our website. Your continued use of the Services following any such changes constitutes your acceptance of the new Terms. It is your responsibility to review these Terms periodically.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms. If you do not have such authority, you must not accept these Terms or use the Services on behalf of such entity.

MemeLab Marketing is a specialized digital marketing agency that provides meme-based content creation, viral marketing strategy, social media management, brand identity consulting, and related creative services. Our specific service offerings may include but are not limited to:

• Viral Campaign Development: Strategy, creation, and deployment of meme-based viral marketing campaigns across social media platforms including TikTok, Instagram, X (Twitter), Reddit, and LinkedIn.
• Social Media Management: Full or partial management of client social media accounts, including content scheduling, community engagement, analytics reporting, and trend monitoring.
• Meme Content Production: Creation of original meme content, image macros, short-form video content, and related digital assets tailored to the client's brand voice and target audience.
• Brand Strategy Consulting: Analysis of existing brand identity, audience demographics, and competitive landscape with recommendations for meme-compatible marketing approaches.
• Trend Forecasting Reports: Research-based reports identifying emerging meme formats, internet culture trends, and platform-specific content opportunities relevant to the client's industry.
• Influencer Collaboration Coordination: Identification and coordination with relevant content creators and influencers for branded meme collaboration campaigns.
• Content Audit Services: Review and assessment of existing social media content with recommendations for improvement based on current meme marketing best practices.

The specific services to be provided to any individual client will be defined in a separate Service Agreement or Statement of Work executed between MemeLab Marketing and the client. These Terms apply to all such engagements in addition to any terms set out in such agreements.

We reserve the right to modify, discontinue, or add to our service offerings at any time without prior notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuation of any particular service.

In order to receive and benefit from MemeLab Marketing's services, clients agree to fulfill the following obligations:

• Accurate Information: You agree to provide accurate, current, and complete information about your brand, products, services, target audience, and marketing objectives. Inaccurate information may negatively impact the quality and effectiveness of our services.
• Timely Cooperation: You agree to respond to requests for information, feedback, approvals, or materials within the timeframes specified in your Service Agreement. Delays caused by the client's failure to respond in a timely manner may affect delivery schedules and are not the responsibility of MemeLab Marketing.
• Content Approvals: You agree to review and either approve or request revisions to all deliverables within the review periods specified in your Service Agreement. Failure to respond within the approval window may be treated as deemed approval.
• Platform Access: Where social media management services are provided, you agree to grant MemeLab Marketing the necessary access credentials and permissions to manage your social media accounts. You are responsible for ensuring all account access is legitimate and compliant with the respective platform's terms of service.
• Legal Compliance: You are solely responsible for ensuring that your products, services, and any claims made in marketing content comply with all applicable laws and regulations in your jurisdiction and target markets.
• Payment: You agree to make all payments as specified in your Service Agreement in a timely manner. Failure to do so may result in suspension or termination of services.
• Prohibited Uses: You agree not to use MemeLab Marketing's services to create content that is defamatory, harassing, discriminatory, illegal, or harmful to third parties.

The ownership of intellectual property created during the course of services is an important consideration and is governed by the following provisions:

Client-Owned Deliverables: Upon receipt of full payment for the applicable services, MemeLab Marketing assigns to the client all intellectual property rights in original content created specifically and exclusively for the client under a paid service engagement, including but not limited to original meme graphics, copywritten text, and branded visual assets. This assignment is subject to any third-party content restrictions noted below.

Third-Party Content: Certain meme formats, image templates, and cultural references used in the creation of content may be subject to third-party intellectual property rights. MemeLab Marketing will make reasonable efforts to use content in a manner consistent with fair use doctrine and internet content norms; however, we make no warranty regarding the intellectual property status of meme-format content, which by its nature often involves transformation of existing cultural material. The client assumes responsibility for the continued use and distribution of delivered content.

MemeLab Proprietary Assets: Our website content, proprietary tools, methodologies, frameworks, processes, brand identity, and all pre-existing intellectual property remain the exclusive property of MemeLab Marketing at all times. No license to use such property is granted except as explicitly stated in writing.

Portfolio Rights: Unless explicitly prohibited in writing by the client prior to project commencement, MemeLab Marketing reserves the right to display completed work in our portfolio, case studies, and promotional materials. Client names and identifying details may be anonymized upon written request.

License to Client Materials: By providing us with your brand assets, logos, trademarks, or other proprietary materials, you grant MemeLab Marketing a non-exclusive, royalty-free license to use such materials solely for the purpose of providing the agreed services.

All financial terms, pricing, and billing schedules for specific services are set out in individual Service Agreements. The following general terms apply to all engagements:

• Invoicing: Invoices will be issued in accordance with the schedule specified in the Service Agreement. Standard payment terms are net 14 days from invoice date unless otherwise agreed in writing.
• Late Payment: Invoices not paid within the agreed payment period may be subject to a late payment fee of 1.5% per month on the outstanding balance. MemeLab Marketing reserves the right to suspend services for accounts with overdue balances exceeding 30 days.
• Retainer Agreements: Where services are provided on a monthly retainer basis, fees are due at the beginning of each billing cycle. Retainer fees are non-refundable once the billing cycle has commenced, except as provided in the Refund Policy.
• Project-Based Fees: For fixed-scope projects, a deposit of 50% is typically required before work commences, with the remaining balance due upon delivery of final deliverables, unless otherwise agreed.
• Expense Reimbursement: Pre-approved out-of-pocket expenses incurred by MemeLab Marketing in the delivery of services (such as stock media licenses or advertising spend) will be invoiced to the client at cost with appropriate documentation.
• Taxes: All fees are exclusive of applicable taxes. The client is responsible for payment of any applicable sales tax, VAT, or similar taxes as required by applicable law.
• Disputed Invoices: Any disputed invoice amounts must be communicated in writing within 7 days of the invoice date. Undisputed amounts remain due and payable by the original due date.

Both parties recognize that in the course of the services, each may have access to information that is confidential and proprietary to the other party. Both parties agree to maintain the confidentiality of such information and not to disclose it to any third party without the prior written consent of the disclosing party, except as required by law.

Confidential information includes but is not limited to: business strategies, financial information, client lists, marketing plans, technical data, trade secrets, and any information marked as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

This confidentiality obligation shall survive the termination of the service relationship for a period of three (3) years. The confidentiality obligation does not apply to information that is or becomes publicly available through no breach of this agreement, or that was already in the receiving party's possession prior to disclosure.

MemeLab Marketing takes the confidentiality of your brand strategies and marketing plans seriously. We maintain internal data handling protocols to ensure that client information is accessible only to team members working directly on your account.

No Guarantee of Results: MemeLab Marketing does not guarantee any specific results from our services, including but not limited to specific follower growth figures, engagement rates, reach metrics, viral spread, or revenue generated. Marketing outcomes depend on numerous factors beyond our control, including platform algorithms, audience behavior, market conditions, and the quality of the client's products or services.

Service Provided "As Is": Our services are provided on an "as is" and "as available" basis. We make no warranties, express or implied, regarding the fitness of our services for any particular purpose.

Limitation of Liability: To the maximum extent permitted by applicable law, MemeLab Marketing's total liability to you for any claims arising out of or related to these Terms or the services shall not exceed the total amount paid by you to MemeLab Marketing in the three (3) months immediately preceding the event giving rise to the claim.

Exclusion of Consequential Damages: MemeLab Marketing shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, goodwill, or other intangible losses, resulting from your use of or inability to use the services.

Platform Changes: Social media platforms regularly update their algorithms, content policies, and features. MemeLab Marketing is not liable for any negative impact on your account or campaign performance resulting from third-party platform changes outside our control.

Either party may terminate the service relationship in accordance with the notice provisions set out in the applicable Service Agreement. In the absence of specific termination provisions, the following apply:

• Termination by Client: You may terminate ongoing services with thirty (30) days written notice. You remain responsible for payment of all fees for services rendered up to the termination date.
• Termination by MemeLab Marketing: We reserve the right to terminate services immediately and without notice if you materially breach these Terms, fail to make payments when due, or engage in conduct that we determine, in our sole discretion, is harmful to our business, reputation, or team members.
• Effect of Termination: Upon termination, you shall lose access to any ongoing service features. MemeLab Marketing will deliver all completed deliverables for which full payment has been received. Incomplete work will be delivered in its current state upon full payment of outstanding fees.
• Survival: Provisions regarding confidentiality, intellectual property, payment obligations for services already rendered, limitation of liability, and any other provisions that by their nature should survive termination, shall survive the termination of these Terms.

These Terms shall be governed by and construed in accordance with the laws of the State of Missouri, United States, without regard to its conflict of law provisions. The parties agree that any dispute arising under or in connection with these Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in Boone County, Missouri.

Before initiating any formal legal proceedings, both parties agree to attempt to resolve any dispute through good-faith negotiation for a period of at least thirty (30) days from written notice of the dispute. If the dispute cannot be resolved through negotiation, the parties may pursue mediation before resorting to litigation.

In the event that any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable.

Entire Agreement: These Terms, together with any applicable Service Agreement or Statement of Work, constitute the entire agreement between you and MemeLab Marketing regarding the Services and supersede all prior agreements, representations, and understandings.

Waiver: The failure of MemeLab Marketing to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision.

Assignment: You may not assign your rights or obligations under these Terms without the prior written consent of MemeLab Marketing. We may assign our rights and obligations freely, including in connection with a merger, acquisition, or sale of all or substantially all of our assets.

Force Majeure: Neither party shall be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including natural disasters, government actions, internet outages, or platform disruptions.

Notices: All legal notices under these Terms must be delivered in writing via email or postal mail to the addresses provided herein.