Terms and Conditions

Effective Date: August 12, 2026
Last Updated: August 12, 2026

These Terms of Service (the "Terms") govern your access to and use of the website located at https://new-ybm-site.netlify.app/ (the "Website"), any related pages, digital properties, forms, communications channels, and services (collectively, the "Services") operated by YBM Agency, a New Jersey limited liability company with a place of business at 7 Lowell Ct, Freehold, NJ 07728, United States ("YBM Agency," "we," "our," or "us").

By accessing the Website, submitting a contact form, entering into a services agreement with us, receiving communications from us, or otherwise using the Services, you ("you," "your," or "Client") acknowledge that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you do not agree with these Terms, do not use the Services.

1. ELIGIBILITY

1.1 Age Requirement

The Services are intended solely for individuals who are at least eighteen (18) years of age. By using the Services, you represent and warrant that you are at least eighteen (18) years old and have the legal capacity to enter into a binding contract. If you are using the Services on behalf of a business, organization, or other legal entity, you additionally represent and warrant that you are duly authorized to bind that entity to these Terms, and references to "you" include that entity.

1.2 No Use by Minors

We do not knowingly market to, contract with, or collect personal information from individuals under the age of eighteen (18). If we become aware that we have collected personal information from an individual under eighteen (18), we will delete such information promptly.

1.3 Jurisdictional Restrictions

You may not use the Services if you are located in a jurisdiction where the Services are prohibited by applicable law, or if you are prohibited by applicable law from receiving them.

2. DESCRIPTION OF SERVICES

YBM Agency is a digital marketing and technology agency. Depending on the engagement, our Services may include, without limitation: search engine optimization (SEO), pay-per-click (PPC) and paid media management, website design and development, content marketing and copywriting, creative production, marketing automation, customer relationship management (CRM) setup and administration, artificial intelligence integration and automation, analytics and reporting, and related consulting services delivered to clients across multiple industries including construction, automotive, and technology.

The specific scope, deliverables, timelines, fees, and payment terms for any engagement will be set out in a separate written proposal, statement of work, order form, or services agreement (each, an "Order"). In the event of a conflict between these Terms and an executed Order, the Order controls with respect to the subject matter it addresses.

We may modify, add to, or discontinue any part of the Services at any time. We are not liable to you or any third party for any modification, suspension, or discontinuation of the Services, except as expressly set out in an applicable Order.

3. ACCEPTABLE USE

You agree that you will not, and will not permit any third party to:

• (a) use the Services in any manner that violates any applicable law, regulation, or third-party right;
• (b) submit false, inaccurate, misleading, or fraudulent information through any form, contact channel, or communication;
• (c) impersonate any person or entity, or misrepresent your affiliation with any person or entity;
• (d) submit a phone number, email address, or other contact information that you are not authorized to provide;
• (e) interfere with, disrupt, probe, scan, or attempt to gain unauthorized access to the Services, our systems, or the systems of our service providers;
• (f) transmit any virus, malware, worm, or other harmful code;
• (g) use any automated means (including bots, scrapers, or crawlers) to access the Services without our prior written consent;
• (h) reverse engineer, decompile, or attempt to derive the source code of any software underlying the Services;
• (i) use the Services to send unsolicited messages, spam, or other unauthorized commercial communications;
• (j) copy, modify, distribute, sell, lease, or create derivative works of the Services or our content without our prior written consent.

We reserve the right to investigate suspected violations and to suspend or terminate access to the Services for any user who we reasonably believe has violated these Terms.

4. CLIENT ENGAGEMENTS AND FEES

4.1 Orders

Any engagement of YBM Agency for paid services is subject to an executed Order that identifies the scope of work, deliverables, fees, and payment schedule. No engagement is binding on YBM Agency until we accept the Order in writing.

4.2 Fees and Payment

Fees, invoicing cadence, and accepted payment methods will be specified in the applicable Order. Unless otherwise stated in the Order, all fees are quoted in United States Dollars, are exclusive of applicable taxes, and are non-refundable once paid. Late payments may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, and may result in suspension of the Services.

4.3 Third-Party Costs

Media spend, software subscriptions, licensing fees, stock assets, and other third-party costs required to deliver the Services are the Client's responsibility unless the Order expressly states that such costs are included in our fees.

5. CLIENT RESPONSIBILITIES

You are responsible for: (a) providing accurate, complete, and timely information, materials, approvals, and access to the accounts, platforms, and systems necessary for us to perform the Services; (b) obtaining all consents, licenses, and permissions required for us to use any content, data, trademarks, or other materials you provide to us ("Client Materials"); (c) complying with all laws applicable to your business, products, and marketing activities, including advertising, consumer protection, telemarketing, anti-spam, and data protection laws; and (d) reviewing deliverables, campaigns, and communications produced by us before publication or distribution where the Order provides for Client approval.

You represent and warrant that the Client Materials do not and will not infringe, misappropriate, or violate any third-party intellectual property, publicity, privacy, or other right, and do not contain any content that is unlawful, defamatory, obscene, or otherwise objectionable.

6. INTELLECTUAL PROPERTY

6.1 YBM Agency Property

All rights, title, and interest in and to the Website, the underlying software and infrastructure of the Services, our methodologies, processes, know-how, templates, tools, brand elements, and any pre-existing materials we use to deliver the Services (collectively, the "YBM Property") are and remain the exclusive property of YBM Agency and its licensors. Nothing in these Terms transfers any ownership in the YBM Property to you.

6.2 Client Materials

You retain all rights, title, and interest in and to the Client Materials. You grant YBM Agency a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and display the Client Materials solely as necessary to perform the Services and to include the Client Materials in reasonable portfolio, case-study, and promotional references to our work (subject to any confidentiality restrictions set out in an applicable Order).

6.3 Deliverables

Upon full payment of all fees due under an Order, unless the Order provides otherwise, YBM Agency assigns to the Client all rights it holds in the final deliverables specifically produced for the Client under that Order, excluding YBM Property incorporated into those deliverables, for which the Client receives a perpetual, non-exclusive, royalty-free license to use in connection with the deliverables.

6.4 Feedback

If you provide us with suggestions, comments, or other feedback regarding the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such feedback into the Services without any obligation or compensation to you.

7. CONFIDENTIALITY

Each party may receive information that the disclosing party marks or reasonably treats as confidential ("Confidential Information"). The receiving party will use Confidential Information only to perform its obligations under these Terms or an Order, will protect it with the same degree of care it uses for its own confidential information (and in no event less than reasonable care), and will not disclose it to third parties except to employees, contractors, and service providers with a need to know who are bound by confidentiality obligations at least as protective as those in this Section. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was known to the receiving party without confidentiality obligation prior to disclosure, is independently developed without use of the disclosing party's information, or is rightfully obtained from a third party without confidentiality obligation.

8. COMMUNICATIONS FROM YBM AGENCY

By providing us with your contact information through the Website, an Order, a form submission, or otherwise, you agree that we may contact you at that contact information regarding the Services, your engagement, and related administrative and transactional matters. Marketing communications are subject to the separate consents described in Section 9 (SMS Program) and in our Privacy Policy, and you may opt out of marketing communications at any time as described in those materials.

9. SMS PROGRAM

9.1 Program Description

YBM Agency operates a text-messaging program (the "SMS Program") through which we send transactional, informational, and marketing SMS/MMS messages to users who have expressly opted in to receive them.

9.2 Consent Required

You will only receive SMS messages from YBM Agency if you have provided your express written consent by (a) checking the dedicated SMS consent checkbox on our Website or another opt-in surface we operate and (b) submitting the form on which that checkbox appears with your mobile telephone number. Your consent to receive SMS messages is not required as a condition of purchasing any goods or services from us. Consent is per mobile telephone number and is granted only for the mobile telephone number you provide.

9.3 Types of Messages

Once you opt in, we may send you messages regarding, without limitation: consultation confirmations and reminders; project and service updates; account and administrative notifications; onboarding communications; promotional offers and marketing information about our Services; requests for feedback; and follow-ups to your inquiries.

9.4 Message Frequency

Message frequency varies based on your engagement with us and the topics for which you have opted in.

9.5 Message and Data Rates

Message and data rates may apply. YBM Agency does not charge for the SMS Program itself, but standard message and data rates charged by your mobile carrier will apply to each message sent or received. If you have questions about your text or data plan, contact your wireless provider.

9.6 Opt-Out (STOP)

You can opt out of the SMS Program at any time by replying STOP to any message you receive from us. After you send STOP, we will send a single confirmation message acknowledging your opt-out, and you will not receive further SMS messages from the same program. You may re-subscribe at any time by opting in again through the Website.

9.7 Help (HELP)

For assistance with the SMS Program, reply HELP to any message you receive from us, or contact us at sales@ybm.agency or +1 (201) 335-2053.

9.8 Supported Carriers

The SMS Program is available on most major U.S. wireless carriers. Carriers are not liable for delayed or undelivered messages. Message delivery is subject to effective transmission from your wireless service provider and is outside YBM Agency's control.

9.9 Privacy

Information collected in connection with the SMS Program is handled in accordance with our Privacy Policy, including the SMS Program Disclosure section, which describes how we treat mobile opt-in data. Mobile telephone numbers, opt-in data, and consent are not shared with third parties or affiliates for marketing or promotional purposes.

9.10 Changes to the SMS Program

We may modify or discontinue the SMS Program at any time, with or without notice. Continued participation in the SMS Program after such changes constitutes your acceptance of the modified program.

10. THIRD-PARTY SERVICES

The Services may rely on, integrate with, or link to third-party services, platforms, or websites (such as payment processors, hosting providers, marketing platforms, and analytics providers). YBM Agency is not responsible for the availability, content, policies, or practices of any third-party service, and your use of any third-party service is governed by that third party's own terms and privacy policy.

11. DISCLAIMERS

THE SERVICES AND WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YBM AGENCY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

YBM AGENCY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY PARTICULAR BUSINESS, MARKETING, RANKING, TRAFFIC, LEAD-GENERATION, CONVERSION, REVENUE, OR OTHER RESULT WILL BE ACHIEVED. RESULTS FROM MARKETING, SEO, PAID MEDIA, AND SIMILAR ACTIVITIES DEPEND ON MANY FACTORS OUTSIDE OUR CONTROL, INCLUDING CLIENT INPUTS, MARKET CONDITIONS, AND THIRD-PARTY PLATFORM POLICIES AND ALGORITHMS.

12. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL YBM AGENCY OR ITS OFFICERS, MEMBERS, EMPLOYEES, CONTRACTORS, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, OR THE WEBSITE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT YBM AGENCY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YBM AGENCY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, OR THE WEBSITE WILL NOT EXCEED THE GREATER OF (A) THE FEES ACTUALLY PAID BY YOU TO YBM AGENCY UNDER THE APPLICABLE ORDER IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (USD $100).

Some jurisdictions do not allow the exclusion or limitation of certain damages; in those jurisdictions, our liability is limited to the maximum extent permitted by law.

13. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless YBM Agency and its officers, members, employees, contractors, and agents from and against any and all claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your breach of these Terms or any applicable Order; (b) your Client Materials or any content you submit to or through the Services; (c) your violation of any law or third-party right; or (d) your use of the Services in violation of these Terms.

14. TERM AND TERMINATION

These Terms apply from the first time you access the Services and continue until terminated. You may stop using the Services at any time. We may suspend or terminate your access to the Services at any time, with or without notice, if we reasonably believe you have violated these Terms or applicable law, or if we discontinue the Services. Termination of these Terms does not terminate an Order, which will terminate in accordance with its own terms. Sections that by their nature should survive termination will survive, including Sections 6, 7, 11, 12, 13, 14, 15, and 16.

15. GOVERNING LAW AND DISPUTE RESOLUTION

These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the State of New Jersey, United States, without regard to its conflict-of-laws principles. The exclusive venue for any dispute that is not required to be resolved by binding individual arbitration will be the state or federal courts located in Monmouth County, New Jersey, and each party consents to the personal jurisdiction of those courts. Nothing in this Section prevents either party from seeking injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

16. GENERAL PROVISIONS

16.1 Entire Agreement

These Terms, together with the Privacy Policy and any applicable Order, constitute the entire agreement between you and YBM Agency regarding the subject matter, and supersede all prior or contemporaneous agreements and understandings.

16.2 Modifications

We may update these Terms from time to time. When we do, we will update the "Last Updated" date at the top of these Terms and post the revised version on the Website. Material changes will be communicated as required by applicable law. Your continued use of the Services after the effective date of a revised version constitutes your acceptance of the revised Terms.

16.3 Severability

If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permitted and the remaining provisions will remain in full force and effect.

16.4 No Waiver

Our failure to enforce any right or provision of these Terms is not a waiver of that right or provision.

16.5 Assignment

You may not assign or transfer these Terms without our prior written consent. We may freely assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets.

16.6 Force Majeure

Neither party is liable for any failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, war, terrorism, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

16.7 Notices

Notices to YBM Agency must be sent to sales@ybm.agency or to 7 Lowell Ct, Freehold, NJ 07728. Notices to you may be sent to the email address, phone number, or postal address you provided to us.

16.8 Relationship of the Parties

Nothing in these Terms creates any partnership, joint venture, employment, or agency relationship between the parties. Each party is an independent contractor.

17. CONTACT US

If you have questions about these Terms, please contact us:

YBM Agency
7 Lowell Ct
Freehold, NJ 07728
United States
Email: sales@ybm.agency
Phone: +1 (201) 335-2053
Website: https://new-ybm-site.netlify.app/