One Wheel Marketing LLC - Terms of Service

Welcome to One Wheel Marketing LLC ("OWM"). By accessing our website, engaging with our services, or entering into agreements with us, you accept these Terms of Service ("TOS"). Please read them carefully. If you do not agree to these terms, do not use our services.

All of the elements listed below are thoughtfully created to establish clear expectations and guide us toward the shared goal of building a long-lasting and fruitful relationship that benefits everyone involved.

Definition: 60 Days' Notice

Wherever the term "60 days notice" is used in this Agreement, it shall mean that the notice must be provided in writing and received by the other party at least 60 days before the specified event or deadline. If the notice is received on or before the 1st of the month, the 60-day period will begin immediately. If the notice is received after the 1st of the month, the 60-day period will begin on the 1st of the following month.

1. General Terms

1.1 Scope of Services

OWM provides marketing services, including but not limited to:

  • Digital marketing strategy and execution

  • SEO & website optimization

  • Social media management & content creation

  • Video production & media services

  • Email marketing & lead nurturing

  • Branding & creative services

  • Paid advertising campaigns (Google, Facebook, etc.)

  • Consulting services & One Wheel 360™ membership

Each service may require communication or other agreements equivalent to a Statement of Work (SOW) describing items such as deliverables, timelines, and estimates.

Any changes or limitations to a SOW by the Client require reasonable written notice.

2. Indemnification

By engaging OWM, you acknowledge that:

  • We follow your directives, guidelines, and marketing strategies as approved by you.

  • You agree not to hold OWM liable for any claims arising from actions taken per your guidelines.

  • If legal action is brought against OWM due to following your guidelines, you will defend and indemnify OWM unless the claim results from OWM’s gross negligence or willful misconduct.

3. Confidentiality & Data Protection

OWM respects client confidentiality and protects proprietary information. However, we cannot guarantee absolute confidentiality in cases involving legally compelled disclosures.

3.1 Exclusions

Confidentiality does not apply to:

  • Information that becomes publicly available

  • Information independently developed without reference to the client’s materials

  • Information obtained lawfully from third parties

3.2 Data Usage & Privacy

  • OWM collects and analyzes marketing data to optimize client results.

  • Client-specific marketing data is not sold or shared with unauthorized parties.

  • By using our services, you agree to our Privacy Policy regarding data handling.

4. Fees, Payment & Billing

4.1 Payment Terms

  • To keep costs as low as possible, ACH billing is required once ad spend or media buys become part of the engagement

  • Retainer fees are prepaid and due upon receipt of an invoice unless otherwise specified

  • Non-retainer invoices must be paid within 5 days unless agreed upon otherwise

  • Disputes must be raised within 5 days of the invoice date; undisputed portions must be paid on time

  • OWM may charge late fees for overdue payments and reserves the right to revoke discounts

  • A logistics fee of up to 10% will be applied to reimbursements for expenses incurred on behalf of the client

  • A procurement fee of up to 30% may be applied when One Wheel Marketing sources and secures products or services on behalf of the client

4.2 Pricing Adjustments

  • OWM reserves the right to increase service fees annually based on the Social Security Administration Cost of Living Adjustment (COLA).

  • Third-party costs (e.g., paid ads, software, video hosting) are billed separately and subject to change.

4.3 Service Changes and Budget Flexibility

  • Campaigns and specific marketing services can be paused or cancelled with 60 days written notice. Unless requested in writing, in order to keep momentum toward goals, default or alternate services will begin automatically and billing will remain at the same level.

  • The fee for canceled projects that have been planned or started but not completed is 25% of the estimated remaining fee.

  • A minimum One Wheel 360™ membership must be maintained at a level large enough to cover support and maintenance of each Mktg Asset Engagement™ (MAE) (see OW360™ page for details on MAEs)

  • 60 days notice is required to remove a MAE from care. This allows for a thorough off-boarding process for a successful handoff

5. Service Delivery & Timelines

  • All stated delivery dates are estimates. OWM will make commercially reasonable efforts to meet them.

  • Delays caused by client inaction, late approvals, or force majeure events are not the responsibility of OWM.

  • Completion notices are sent via email or another agreed method.

6. Ownership & Intellectual Property

  • Data Usage
    OWM may collect and analyze data generated through its services (“Service Data”) to refine internal processes, measure performance, and improve future offerings. Client benefits from years of previous improvements. OWM will not sell or disclose the Client’s individually identifiable data to third parties except as needed to fulfill the SOW, with the Client’s permission, or where required by law.

  • Pre-Existing IP
    Any intellectual property OWM owned before this Agreement remains exclusively OWM’s.

  • Client Materials
    Client retains ownership of its supplied materials. Client grants OWM a non-exclusive license to use Client materials for the agreed services.

  • License and Custom Work
    The Client receives 100% unlimited license for finished, delivered files. Customizations (tools, services, and OWM-created processes, accounts, and strategies) are non-transferable. Refer to OWM’s Video & Media Policy and Files & Creative Policy for more details.

7. Cancellations

Cancellation Policy

  • Clients may cancel all services with 60 days notice before auto-renewal renewal date to avoid additional cancellation charges

  • Services and billing continue for two full months after notice.

  • Clients remain responsible for fees during the notice period.

Partial Cancellation

  • Specific projects, campaigns and marketing services can be paused or cancelled with two full months notice.

  • The fee for projects that have been planned or started but not completed is 25% of the estimated remaining fee.

  • A minimum One Wheel 360™ membership must be maintained at a level large enough to cover support and maintenance of each Mktg Asset Engagement™ (MAE)

  • Two months notice is required to remove a MAE from care. This allows for a thorough off-boarding process for a successful handoff

8. Satisfaction Guarantee

OWM offers certain performance guarantees (e.g., growth goals, conversions, engagement increases) if:

  • Services are retained for at least one year at recommended budgets.

  • Baseline and goal metrics are defined in advance.

  • Clients allow OWM 60 days to improve results if targets are not met.

  • If still unmet, clients may pivot to another service or cancel without penalty.

In order to work toward goals, Client agrees to a 2-year plan to align their total marketing budget to a level similar to comparable organizations. The CMO Report will be the primary source for determining the appropriate budget, which will be calculated as a percentage of revenue. Expectations for growth will be reasonably aligned with the budget, with organizational revenue not expected until after the target budget is reached.

At any time use the following link to discuss how to get more out of your service

9. Force Majeure

OWM is not responsible for service delays due to unforeseen events beyond our control, such as natural disasters, pandemics, labor strikes, or government actions. In such cases, obligations are temporarily suspended.

10. Governing Law & Dispute Resolution

  • These Terms are governed by the laws of the State of Minnesota

  • The Parties agree to attempt informal resolution before pursuing litigation

11. Additional Terms

11.1 Independent Contractor

  • OWM operates as an independent contractor, not as an employee.

11.2 Severability

  • If any part of these Terms is deemed invalid, the rest remains in full effect.

11.3 Changes to Terms of Service

  • OWM reserves the right to update these Terms at any time.

  • Clients will be notified of material changes via email or website updates.

12. Contact Information

For questions regarding these Terms, contact us

By using our services, you agree to these Terms of Service. Continued use after modifications constitutes acceptance of the updated terms.