Terms of Service
Last updated: August 2026
1. Agreement to Terms
These Terms of Service (the "Terms") are entered into by and between SD Int. LLC, a Delaware limited liability company having its principal place of business at 10225 Ulmerton Road, Suite 3D, Largo, FL 33771, United States, doing business as TEMCO ("TEMCO," "we," "us," or "our"), and the individual or legal entity accessing the Website or receiving the Services ("you," "Client," or "your").
By accessing or using the Website, by signing a Service Order or other written engagement document that references these Terms, or by paying an invoice issued under these Terms, you agree to be bound by them. If you do not agree, do not access the Website or use the Services.
If you enter into these Terms on behalf of an entity, you represent that you have authority to bind that entity, in which case "Client" refers to that entity.
Order of precedence. Where TEMCO and Client enter into a separate signed Service Agreement or Service Order for the Services, that document governs the engagement. In the event of a conflict between these Terms and a signed Service Agreement or Service Order, the signed Service Agreement or Service Order controls.
2. Definitions
- Affiliate: Any entity that controls, is controlled by, or is under common control with a party, where "control" means the ownership of more than fifty percent (50%) of the voting securities or equivalent interest.
- Client Materials: All brand assets, photography, video footage, copy, logos, trademarks, product information, and other content furnished by Client for use in the Services.
- Deliverables: The campaigns, creative, flows, reports, and other materials produced by TEMCO under a Service Order and delivered to Client.
- Service Order: The written or electronic order, statement of work, proposal, or service agreement that incorporates these Terms by reference and that sets out the scope, fees, and term of the engagement.
- Services: The paid advertising and retention marketing services (and any related services) that TEMCO provides to Client under a Service Order.
- Website: The website at temco.agency and any subdomain operated by TEMCO.
3. The Services
3.1 Scope
TEMCO will perform the Services described in the applicable Service Order in a professional and workmanlike manner. The specific scope, cadence, and timelines are set out in the Service Order.
3.2 Personnel
TEMCO is responsible for selecting and managing its employees, contractors, and sub-contractors and for the performance of the Services. We may engage qualified sub-contractors to assist in delivering the Services without prior consent, provided we remain responsible for their performance and for compliance with these Terms.
3.3 Independent contractor
Each party is an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party may bind the other or hold itself out as having such authority.
3.4 Communications
Routine project communications take place by email and within shared collaboration tools agreed between the parties. Material notices under these Terms must be given in writing in accordance with Section 18.
3.5 Changes to scope
Any changes to the Services described in a Service Order must be agreed in writing by both parties before taking effect.
4. Client Obligations
To enable TEMCO to perform the Services, Client agrees to:
- provide Client Materials, brand guidelines, product information, and any other inputs reasonably required, in usable formats and on agreed timelines;
- grant TEMCO the access reasonably required to Client's advertising and email/SMS marketing platform accounts (such as Meta Business Manager, Google Ads, Klaviyo, and similar) to build, manage, and optimise campaigns and flows on Client's behalf; Client remains the owner of these accounts;
- pay all advertising and media spend directly to the relevant platform. TEMCO does not act as a media buyer or agency of record and does not pay Client's advertising or media spend on Client's behalf;
- review Deliverables and provide timely, consolidated feedback and approvals;
- be responsible for the accuracy and legal compliance of the claims, offers, testimonials, pricing, and promotions used in the Services, and obtain and maintain all consents, licences, and rights necessary for TEMCO to use the Client Materials; and
- comply with the policies of the advertising and marketing platforms on which Deliverables are run.
If Client fails to meet a material obligation under this section and that failure prevents TEMCO from performing the Services, TEMCO's performance obligations are suspended for the period of the failure and any related deadlines are extended accordingly.
5. Fees, Billing, Taxes & Costs
5.1 Fees
Client agrees to pay the monthly Service Fee and any other fees set out in the Service Order. Unless the Service Order states otherwise, fees are billed monthly in advance.
5.2 Payment method
Fees are payable by Stripe or bank transfer (wire/ACH), as agreed in the Service Order.
5.3 Late payment
If an invoice is not paid within fourteen (14) days of its due date, TEMCO may pause work until payment is received. Timelines are extended reasonably for the duration of any pause.
5.4 Taxes
Fees are exclusive of any sales, use, value-added, withholding, or similar taxes. Client is responsible for all such taxes other than taxes on TEMCO's net income.
5.5 Advertising spend and other costs
Client is responsible for its own advertising and media spend, paid directly to the relevant platform, and for any tool, software, licence, or approved external costs identified in the Service Order or agreed in writing. These costs are separate from, and in addition to, the Service Fee.
5.6 Cancellation and refunds
Client may terminate a Service Order at any time by giving thirty (30) days' written notice; see Section 6.3. The thirty-day notice period is fully billable, and any Service Fee already invoiced is non-refundable. Fees remain payable through the effective date of termination.
6. Term & Termination
6.1 Initial term
Unless the applicable Service Order states otherwise, the Service Order runs for twelve (12) months from its effective date (the "Term").
6.2 Renewal
The Service Order automatically renews for successive twelve (12)-month terms unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.
6.3 Termination for convenience
Either party may terminate a Service Order at any time by giving the other party at least thirty (30) days' written notice. See Section 5.6 for the billing consequences of termination under this section.
6.4 Termination for cause
Either party may terminate a Service Order on written notice if the other party commits a material breach of these Terms or the Service Order that is not cured within thirty (30) days after written notice describing the breach, except that a party may terminate immediately, without a cure period, if the other party becomes insolvent, makes an assignment for the benefit of creditors, or files for bankruptcy.
6.5 Suspension
TEMCO may suspend the Services on written notice if Client fails to pay any amount when due, in accordance with Section 5.3. Suspension does not relieve Client of its payment obligations.
6.6 Effect of termination
On termination: (i) Client must pay all fees accrued up to the effective date of termination; (ii) each party must promptly return or, at the other party's option, destroy the other's Confidential Information; and (iii) the provisions that by their nature are intended to survive termination, including Sections 5, 7, 8, 12, 13, 16 and 20, will survive.
7. Intellectual Property
7.1 Client Materials
As between the parties, Client owns all right, title, and interest in and to the Client Materials. Client grants TEMCO a non-exclusive, worldwide, royalty-free licence to use, copy, modify, display, and create derivative works of the Client Materials solely as necessary to perform the Services.
7.2 Deliverables
Client owns the Deliverables created and delivered specifically for Client as part of the Services, excluding TEMCO's Pre-Existing IP and any Third-Party Materials embedded in them, subject to full payment of the fees due in respect of those Deliverables.
7.3 TEMCO Pre-Existing IP
TEMCO retains its general know-how, methodologies, frameworks, templates, and processes developed independently of the Services or before the relevant Service Order ("Pre-Existing IP"), and uses them to deliver services across its client base. To the extent any Pre-Existing IP is incorporated into a Deliverable, TEMCO grants Client a non-exclusive, perpetual, worldwide, royalty-free licence to use it solely as part of that Deliverable.
7.4 Third-Party Materials
Some Deliverables may incorporate stock footage, music, fonts, or other third-party materials made available under separate licence terms ("Third-Party Materials"). Client's right to use Third-Party Materials is governed by, and limited by, those licence terms, which TEMCO will pass through to Client where required.
7.5 Case studies and portfolio use
TEMCO may reference Client, and describe the engagement, in TEMCO's portfolio, case studies, or other marketing materials only with Client's prior written consent.
7.6 Feedback
If Client provides suggestions, ideas, or feedback regarding the Services, TEMCO may use that feedback for any purpose without obligation, provided we do not identify Client as its source.
8. Confidentiality
Each party will protect the other's non-public business information, including business plans, marketing strategies, financial information, performance data, customer information, and the terms of any Service Order ("Confidential Information"), with reasonable care, and will use it only to perform its obligations or exercise its rights under these Terms.
Confidential Information does not include information that the receiving party can demonstrate: (a) was already known to it without an obligation of confidence at the time of disclosure; (b) is or becomes publicly known through no fault of the receiving party; (c) is independently developed without reference to the disclosing party's Confidential Information; or (d) is rightfully obtained from a third party without an obligation of confidence.
A party may disclose Confidential Information to the extent required by law or by an order of a court or regulator of competent jurisdiction, provided that it gives the other party prompt written notice where lawfully permitted.
These confidentiality obligations continue for three (3) years after termination of the relevant Service Order, except that they continue indefinitely with respect to any information that constitutes a trade secret under applicable law.
9. Data Protection
Each party will comply with the data-protection laws applicable to its activities under these Terms. Where TEMCO processes personal data on behalf of Client in the course of performing the Services, the parties will enter into a data-processing agreement where required.
Information about how TEMCO handles personal information collected through the Website and from prospective and current clients is set out in our Privacy Policy.
10. Representations & Warranties
10.1 Mutual
Each party represents and warrants that (i) it has full power and authority to enter into and perform these Terms; (ii) its execution and performance do not breach any other agreement to which it is bound; and (iii) it will comply with all laws applicable to its activities under these Terms.
10.2 By TEMCO
TEMCO represents and warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards.
10.3 By Client
Client represents and warrants that (i) it owns or has secured all rights necessary for TEMCO to use the Client Materials as contemplated by these Terms; (ii) the Client Materials do not infringe any third party's rights and comply with applicable law; and (iii) Client's products and business operations, and the claims, offers, testimonials, pricing, and promotions used in the Services, comply with applicable law and with the policies of the platforms on which the Deliverables are run, both at the time of signing and on an ongoing basis.
11. Disclaimers
Except for the express warranties in Section 10, the Services and Deliverables are provided "as is" and "as available." To the maximum extent permitted by applicable law, TEMCO disclaims all other warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
TEMCO does not guarantee any specific business result, including any specific revenue, return on ad spend, customer acquisition cost, conversion rate, profitability, or deliverability outcome. Marketing performance depends on factors outside TEMCO's reasonable control, including advertising and email platforms, platform policies, technical systems, and market conditions. TEMCO is not responsible for platform decisions (including account suspensions), outages, policy changes, attribution limitations, tracking discrepancies, or third-party tool performance.
12. Limitation of Liability
To the maximum extent permitted by applicable law, neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, or data, however caused and on any theory of liability, whether in contract, tort (including negligence), or otherwise.
TEMCO's total liability arising out of or in connection with these Terms and any Service Order will not exceed one (1) monthly Service Fee actually paid by Client and not refunded.
The limitations in this section do not apply to (i) Client's payment obligations under Section 5, (ii) breach of Section 8 (Confidentiality), or (iii) liability that cannot be excluded or limited under applicable law, including liability for fraud or wilful misconduct.
13. Indemnification
Client will defend, indemnify, and hold harmless TEMCO and its officers, directors, employees, and contractors from and against any third-party claim, demand, or action, and any related damages, settlements, and reasonable attorneys' fees, to the extent arising from: (i) the Client Materials, including any allegation of infringement, misappropriation, false advertising, defamation, or violation of right of publicity; (ii) the products or services advertised by the Deliverables; or (iii) Client's breach of Section 10.3, except to the extent caused by TEMCO's wilful misconduct.
14. Non-Solicitation
During the term of a Service Order and for twenty-four (24) months following its termination, neither party will, directly or indirectly, solicit for employment or engagement any employee or contractor of the other party who has been materially involved in the Services. This restriction does not apply to (i) general solicitations of employment not specifically directed at such persons, including job postings and recruiter searches, or (ii) any individual who responds to such a general solicitation, or (iii) any individual whose relationship with the other party ended at least six (6) months before the solicitation.
15. Force Majeure
Neither party will be liable for any failure or delay in performance of its obligations under these Terms, other than payment obligations, to the extent caused by an event beyond its reasonable control, including acts of God, natural disasters, war, government action, internet or telecommunications failures, and the actions, outages, or policy changes of any advertising or marketing platform. The affected party will notify the other promptly and use reasonable efforts to resume performance.
16. Governing Law & Jurisdiction
These Terms are governed by and construed in accordance with the laws of the State of Florida, United States, without regard to its conflict-of-laws principles.
Subject to Section 17, the state and federal courts located in Pinellas County, Florida have exclusive jurisdiction over any dispute arising out of or relating to these Terms, and each party submits to the personal jurisdiction of those courts.
17. Dispute Resolution
17.1 Informal resolution
Before commencing any formal proceeding, the parties shall attempt in good faith to resolve any dispute by discussing it directly between senior representatives of each party.
17.2 Litigation
If the dispute is not resolved through informal resolution within thirty (30) days, either party may bring proceedings in the courts identified in Section 16.
17.3 Equitable relief
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief at any time in any court of competent jurisdiction to prevent or restrain a breach or threatened breach of confidentiality or intellectual-property obligations under these Terms.
18. Notices
All notices under these Terms must be in writing and addressed: (a) to TEMCO, by email to info@temco.agency, with a copy by post to SD Int. LLC, Attn: Legal, 10225 Ulmerton Road, Suite 3D, Largo, FL 33771, United States; and (b) to Client, by email to the address Client most recently provided to TEMCO. A notice is deemed given on the day it is sent by email, provided no bounce-back is received.
19. Assignment
Client may not assign or transfer these Terms or any rights or obligations under them, in whole or in part, without TEMCO's prior written consent. TEMCO may assign these Terms (i) to an Affiliate, or (ii) in connection with a merger, acquisition, reorganisation, or sale of all or substantially all of its assets or equity, in each case without consent. Subject to this section, these Terms bind, and inure to the benefit of, the parties and their respective successors and permitted assigns.
20. Miscellaneous
These Terms, together with the applicable Service Order and the Privacy Policy, constitute the entire agreement between the parties with respect to the subject matter and supersede all prior or contemporaneous agreements, proposals, and understandings, whether written or oral. The headings are for convenience only and do not affect interpretation. If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or, if it cannot be so modified, severed from these Terms; the remaining provisions will continue in full force and effect.
21. Contact
For any question about these Terms:
- General contact: info@temco.agency
- Postal address: SD Int. LLC, Attn: Legal, 10225 Ulmerton Road, Suite 3D, Largo, FL 33771, United States