Terms and Conditions

Holguin Media, LLC
223 W. Wall St. Ste. 213
Midland, TX 79071
info@holguinmedia.com
432.242.7060

Last Updated: March 11, 2026
Effective Date: March 11, 2026
Governing Law: State of Texas

1. Agreement to Terms

These Terms and Conditions (“Terms”) constitute a legally binding agreement between you (“Client,” “you,” or “your”) and Holguin Media, LLC., a Texas limited liability company (“Holguin Media,” “we,” “us,” or “our”). They govern your access to and use of Holguin Media’s services, website, communications, and any related deliverables (collectively, the “Services”).

By engaging Holguin Media’s Services, signing a Service Agreement or Statement of Work, making a payment, or otherwise using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, do not use our Services.

These Terms apply to all clients, prospective clients, website visitors, and any individuals or entities that receive communications from Holguin Media, including SMS messages sent as part of our A2P 10DLC messaging program.

2. Description of Services

Holguin Media provides digital marketing services including, but not limited to: local search engine optimization (SEO), answer engine optimization (AEO), competitive intelligence research, content strategy and production, Google Business Profile management, website development and maintenance, paid search management, directory and citation management, and related consulting services.

The specific scope, deliverables, timeline, and pricing for your engagement are defined in a separate Service Agreement or Statement of Work (“SOW”) entered into between you and Holguin Media. In the event of a conflict between these Terms and a signed SOW, the SOW controls for the specific terms it addresses. These Terms govern all other matters.

Holguin Media reserves the right to modify, suspend, or discontinue any aspect of its Services at any time with reasonable notice to active clients. We are not liable to you or any third party for any modification, suspension, or discontinuation of Services, provided that we fulfill obligations under any active SOW.

3. Client Responsibilities

The effectiveness of Holguin Media’s Services depends substantially on your participation, responsiveness, and provision of accurate information. You agree to:

Provide accurate, complete, and current information about your business, including your legal name, physical address, website credentials, and any platform access required to perform the Services.

Respond to requests for approvals, feedback, content, photos, and other inputs within the timeframes specified in your SOW or, where no timeframe is specified, within five business days. Delays caused by your failure to respond may result in timeline extensions for which Holguin Media is not responsible.

Maintain and provide valid, current access credentials for all platforms and accounts to which Holguin Media requires access, including but not limited to Google Business Profile, Google Search Console, Google Analytics, your website CMS, and any social or directory accounts.

Review and approve all deliverables within the review window specified in your SOW. Approval may be given in writing via email. Continued use of a deliverable without objection constitutes approval.

Notify Holguin Media promptly of any business changes that may affect the Services, including changes to your address, phone number, business hours, ownership, product or service offerings, or relevant legal or regulatory matters.

Ensure that all information, content, images, and other materials you provide to Holguin Media for use in connection with the Services do not infringe the intellectual property rights of any third party and do not violate any applicable law.

Use Holguin Media’s Services only for lawful purposes and in compliance with all applicable local, state, federal, and international laws and regulations.

4. Fees and Payment Terms

Fees

Fees for Services are set forth in your SOW. All fees are quoted and payable in U.S. dollars. Holguin Media reserves the right to adjust its standard rates upon written notice of no less than 30 days prior to the start of a new billing period. Rate adjustments do not apply retroactively to a current billing term.

Invoicing and Payment

Unless otherwise specified in your SOW, invoices are issued monthly in advance of the service period. Payment is due within 15 days of the invoice date. Holguin Media accepts payment via ACH transfer, credit card, or other methods specified at invoicing. Credit card payments may be subject to a processing fee as disclosed at the time of payment.

Late Payments

Invoices not paid within 15 days of the due date are considered past due. Holguin Media reserves the right to: (a) charge a late fee of 1.5% per month (or the maximum amount permitted by applicable law, whichever is less) on any outstanding balance; (b) suspend Services until the account is brought current; and (c) terminate the engagement in accordance with Section 11 of these Terms. You are responsible for all reasonable costs Holguin Media incurs in collecting overdue amounts, including attorney’s fees.

Disputed Invoices

If you believe an invoice contains an error, you must notify Holguin Media in writing within 10 days of the invoice date. Undisputed portions of any invoice remain due and payable. Holguin Media will work in good faith to resolve billing disputes promptly.

Taxes

You are responsible for all applicable taxes, levies, or duties imposed by taxing authorities on your purchase of Services, excluding taxes on Holguin Media’s income. If Holguin Media is required to collect or remit taxes on your behalf, the applicable amount will be added to your invoice.

Refunds

Fees paid for Services that have been delivered or are in progress are non-refundable unless otherwise specified in your SOW or required by applicable law. If Holguin Media fails to deliver Services as specified in a signed SOW due to our own error or omission, we will, at our election, re-perform the affected Services or provide a prorated credit.

5. Intellectual Property

Client Content

You retain all ownership rights in the content, materials, data, trademarks, logos, and other intellectual property that you provide to Holguin Media in connection with the Services (“Client Content”). By providing Client Content, you grant Holguin Media a non-exclusive, royalty-free license to use, reproduce, display, and distribute the Client Content solely to perform the Services.

Deliverables

Upon receipt of full payment for the applicable Services, Holguin Media assigns to you all right, title, and interest in the custom deliverables created exclusively for you under a signed SOW (“Work Product”), including any copyrights therein. This assignment does not apply to: (a) any pre-existing materials owned by Holguin Media or third parties that are incorporated into the Work Product; (b) general methodologies, frameworks, tools, templates, and know-how developed by Holguin Media; or (c) any third-party platforms, plugins, or software used to deliver the Services. For each of these categories, Holguin Media grants you a non-exclusive license to use them solely in connection with the Work Product.

Holguin Media Materials

All content on Holguin Media’s website, including text, graphics, logos, and software, is the property of Holguin Media or its licensors and is protected by applicable intellectual property law. You may not reproduce, distribute, or create derivative works from any Holguin Media materials without prior written permission.

Portfolio and Case Study Rights

Unless you have submitted a written request to opt out, Holguin Media reserves the right to reference your business by name, display samples of Work Product, and describe the results achieved in its marketing materials, website, proposals, and case studies. We will not disclose confidential business information without your consent.

6. Confidentiality

Each party may have access to information that is confidential to the other party (“Confidential Information”). Confidential Information includes, but is not limited to: business strategies, financial data, client lists, pricing, technical systems, login credentials, and any information designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.

Each party agrees to: (a) hold the other party’s Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without prior written consent, except to employees, contractors, or service providers who need to know the information to perform their role and who are bound by comparable confidentiality obligations; and (c) use the other party’s Confidential Information only to perform its obligations under these Terms or a relevant SOW.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of this agreement; (b) was rightfully known before disclosure; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided that the disclosing party gives prompt written notice to the other party and cooperates with any effort to seek protective treatment.

7. Representations and Warranties

Mutual Representations

Each party represents and warrants that: (a) it has full legal authority to enter into these Terms and any applicable SOW; (b) it will perform its obligations in compliance with all applicable laws; and (c) its performance will not violate any agreement with a third party.

Client Representations

You represent and warrant that: (a) all Client Content you provide is accurate and does not infringe the intellectual property rights, privacy rights, or other rights of any third party; (b) you have obtained all necessary consents and permissions to provide Client Content to Holguin Media; and (c) you will not use the Services for any unlawful, deceptive, or fraudulent purpose.

Holguin Media Representations

Holguin Media represents and warrants that it will perform the Services in a professional and workmanlike manner consistent with industry standards. We do not guarantee specific outcomes such as search ranking positions, traffic levels, lead volumes, or revenue results. Search engine and AI platform algorithms change independently of our work, and results are affected by many factors outside our control.

8. Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. HOLGUIN MEDIA EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. HOLGUIN MEDIA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

This disclaimer applies to the maximum extent permitted by applicable law. Some jurisdictions do not allow the exclusion of implied warranties, so this disclaimer may not apply to you in full.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HOLGUIN MEDIA’S TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO HOLGUIN MEDIA IN THE THREE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IN NO EVENT SHALL HOLGUIN MEDIA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, EVEN IF HOLGUIN MEDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

This limitation applies regardless of the legal theory under which the claim is brought, whether contract, tort, statute, or otherwise. Some jurisdictions do not allow the limitation of consequential damages, so this limitation may not apply to you in full.

10. Indemnification

You agree to indemnify, defend, and hold harmless Holguin Media and its officers, directors, employees, contractors, agents, licensors, and successors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney’s fees) arising out of or relating to:

Your use or misuse of the Services.

Your breach of these Terms or any applicable SOW.

Client Content you provide to Holguin Media, including any claim that such content infringes the intellectual property or other rights of a third party.

Your violation of any applicable law or regulation.

Any dispute between you and a third party in connection with matters arising from the Services.

Holguin Media reserves the right, at your expense, to assume exclusive defense and control of any matter subject to indemnification by you. You agree to cooperate with our defense of such claims.

11. Term and Termination

Term

These Terms remain in effect for as long as you engage Holguin Media’s Services or maintain an account with us. The term of any specific Service engagement is set forth in the applicable SOW.

Termination by Client

You may terminate a Service engagement by providing written notice to Holguin Media per the notice period specified in your SOW. Where no notice period is specified, 30 days written notice is required. You remain responsible for all fees accrued through the termination date, including any fees for work in progress or prepaid services.

Termination by Holguin Media

Holguin Media may terminate a Service engagement or suspend access to Services at any time: (a) with 30 days written notice for any reason; (b) immediately upon your material breach of these Terms or your SOW, if the breach remains uncured 10 days after written notice; or (c) immediately if you fail to pay any amount due and do not cure the failure within 10 days of written notice.

Effect of Termination

Upon termination: (a) all rights granted to each party under these Terms terminate except as needed to wind down the engagement; (b) each party will promptly return or destroy the other party’s Confidential Information; (c) you will receive any completed Work Product for which full payment has been received; and (d) all payment obligations accrued before termination survive.

Sections 5 (Intellectual Property), 6 (Confidentiality), 7 (Representations and Warranties), 8 (Disclaimer of Warranties), 9 (Limitation of Liability), 10 (Indemnification), 14 (Dispute Resolution), and 15 (Governing Law) survive termination of these Terms.

12. SMS Messaging Terms (A2P 10DLC)

This section governs all SMS messages sent and received as part of Holguin Media’s A2P 10DLC messaging program. Your use of this messaging service constitutes acceptance of these terms.

Messaging Consent

By providing your mobile phone number to Holguin Media or opting in to receive SMS communications, you consent to receive text messages from Holguin Media including: appointment reminders, project status updates, billing notifications, service alerts, promotional offers, and other business communications. Message frequency will vary based on your engagement with our Services and your communication preferences.

Data Rates and Charges

Standard message and data rates may apply to any SMS messages you send or receive through our messaging service. These charges depend on the terms of your mobile carrier plan and are your responsibility.

Opt-Out Instructions

To stop receiving SMS messages from Holguin Media, reply STOP to any message at any time. You will receive a one-time confirmation message and will be unsubscribed from future SMS communications. To resume receiving messages after opting out, reply START. For help, reply HELP or contact us at info@holguinmedia.com.

Message Delivery

Holguin Media does not guarantee that SMS messages will be delivered without delay or failure. Delivery issues may occur due to factors outside our control, including network outages, carrier-level filtering, or device compatibility. We are not liable for any loss or damage resulting from undelivered or delayed messages.

Prohibited Use

You agree not to use your messaging communications with Holguin Media to transmit content that is unlawful, harassing, abusive, threatening, defamatory, obscene, or otherwise objectionable. Any misuse of the messaging service may result in immediate termination of messaging access.

Compliance with Telecommunications Law

Our SMS messaging program is operated in compliance with the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act where applicable, CTIA guidelines, and all applicable carrier requirements for A2P 10DLC messaging. Your use of this service constitutes your acknowledgment that you are the account holder or authorized user of the mobile number provided.

13. Third-Party Platforms and Services

Holguin Media’s Services may involve use of, integration with, or links to third-party platforms, tools, or services, including Google, Meta, social media platforms, website content management systems, directory networks, and AI-powered tools. Holguin Media does not own or control these platforms and is not responsible for their terms of service, privacy practices, availability, or performance.

Algorithm changes, policy updates, or other modifications by third-party platforms may affect the results of our Services. Such changes are outside Holguin Media’s control and do not constitute a breach of these Terms or any SOW. Holguin Media will notify you of significant platform changes that materially affect your engagement and will recommend appropriate adjustments.

Your use of any third-party platform in connection with Holguin Media’s Services is governed by that platform’s own terms. You are responsible for ensuring that your use of third-party platforms complies with their policies.

14. Dispute Resolution

Informal Resolution

Before initiating any formal dispute process, you agree to contact Holguin Media in writing at info@holguinmedia.com and attempt to resolve the dispute informally. Holguin Media will respond within 15 business days. If the dispute is not resolved within 30 days after your initial notice, either party may proceed with formal dispute resolution as described below.

Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the Services that cannot be resolved informally shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, rather than in court. The arbitration shall be conducted in Midland, Texas, or by remote means if both parties agree. The arbitrator’s decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Class Action Waiver

You agree that any dispute resolution proceedings will be conducted only on an individual basis and not as a class, consolidated, or representative action. If this waiver is found to be unenforceable, the entire arbitration provision shall be null and void.

Exceptions

Notwithstanding the foregoing, either party may seek: (a) emergency injunctive or equitable relief in any court of competent jurisdiction to prevent irreparable harm pending the resolution of a dispute; and (b) claims that fall within the jurisdiction of a small claims court in Midland, Texas.

15. Governing Law and Venue

These Terms and any dispute arising out of or relating to them shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles. To the extent any dispute is not subject to arbitration under Section 14, you consent to the exclusive jurisdiction and venue of the state and federal courts located in Midland County, Texas.

16. Force Majeure

Holguin Media is not liable for any delay or failure to perform our obligations under these Terms or any SOW if the delay or failure results from causes beyond our reasonable control. This includes, but is not limited to: acts of God, natural disasters, pandemics, government actions, telecommunications or infrastructure failures, labor disputes, cyberattacks, or third-party platform outages. In such circumstances, Holguin Media will notify you promptly and work in good faith to resume performance as soon as reasonably practicable.

17. Changes to These Terms

Holguin Media reserves the right to modify these Terms at any time. If we make material changes, we will notify you by email at the address associated with your account and/or post a notice on our website at least 30 days before the changes take effect. Your continued use of the Services after the effective date of any change constitutes your acceptance of the updated Terms.

If you do not agree to any updated Terms, you must notify us in writing before the effective date and, if applicable, exercise your termination rights under Section 11.

18. General Provisions

Entire Agreement

These Terms, together with any signed SOW or Service Agreement, constitute the entire agreement between you and Holguin Media regarding the Services and supersede all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.

Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it enforceable, consistent with the original intent of the parties.

Waiver

Holguin Media’s failure to enforce any provision of these Terms shall not be deemed a waiver of that provision or any other provision. Any waiver must be in writing and signed by an authorized representative of Holguin Media to be effective.

Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without Holguin Media’s prior written consent. Holguin Media may assign these Terms without restriction in connection with a merger, acquisition, or sale of substantially all of its assets. Any attempted assignment in violation of this section is void.

Relationship of the Parties

Holguin Media is an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, employment, or franchise relationship between you and Holguin Media. Holguin Media’s employees and contractors are not your employees and are not entitled to any benefits from you.

Notices

All legal notices under these Terms must be in writing. Notices to Holguin Media must be sent to: info@holguinmedia.com or by U.S. mail to Holguin Media, LLC., 223 W. Wall St. Ste. 213, Midland, TX 79071, Attn: Legal. Notices to you will be sent to the email or mailing address associated with your account.

Electronic Communications

You consent to receive communications from Holguin Media electronically, including via email and SMS where applicable. You agree that all agreements, notices, disclosures, and other communications delivered electronically satisfy any legal requirement that such communications be in writing.

By using Holguin Media’s Services, you acknowledge that you have read, understood, and agreed to these Terms and Conditions.

Holguin Media, LLC.  |  223 W. Wall St. Ste. 213, Midland, TX 79071  |  info@holguinmedia.com  |  432.242.7060