Terms and Conditions
1. ACCEPTANCE AND GENERAL TERMS:
1.1.Please read these Terms and Conditions (“Terms”) carefully before using the Website or our digital advertising/coaching management service (“Service”). By using or accessing the Sites and using, purchasing or subscribing to the Service, as applicable, you as a user (“User”, “you” or “your”) are agreeing to be bound by these Terms and Conditions. If you do not agree to these Terms or any part thereof, do not use the website or the Ads Management Service.
1.2. Modification of these Terms: We are constantly working to improve our services and these Terms may, therefore, at our discretion, be modified from time to time to reflect any change in our policies or Services. For visitors or new users, any such changes will take immediate effect when posted. If you are a registered user, changes will take effect 7 days after they have been notified to you. Notice of changes will be posted on the relevant page of the Site and where applicable, notified to you through the email you provide to us upon registration and changes.
2.1. Unless the contrary intention appears, the following terms shall have the following meanings:“Ad Account” refers to Groove.com, Click Funnels, Facebook, Google and YouTube advertising accounts “Content” refers to text, graphics, images, blog posts, social media posts, articles, videos, advertisements, ad campaigns, e-books, e-mail templates or offers created for the purpose of delivering the agreed Services.“Hosting Provider” refers to the third party a service that allows digital advertisements and/or Content to be accessible worldwide and includes Groove.com, Click Funnels, Facebook, Google, and YouTube.“Services” refers to activities, tasks, support, assistance or advice and consultation performed or provided by the Company’s to the Client for the purpose of marketing and promotion of the Client’s business and includes, but not limited to, setting up and managing clients’ advertising accounts with third-party advertising providers, deliver leads, email marketing, website analysis, creating and managing ad campaigns, creating and launching clients’ sales funnels, tracking conversions, content creation, creation and optimization of call-to-actions (the “Services”) as well as the referral of business opportunities in the form of a Qualified Sales Lead to Client.“We”, “our” or “us” refers to the Company“Website” or “Site” refers to the internet domain name of the Client’s World Wide Web.“You” or “your” refers to a person or entity that accesses our website and/or uses or receives our Services.
3.1. Unless agreed otherwise between the Client and the Company, the total monthly fee for the digital marketing and or coaching services supplied by the Company to the Client shall be the Amount Agreed Between Both Parties (hereinafter “retainer fee”).
3.2. Without prejudice to the provision of section 3.1, the retainer fee shall be payable on a monthly recurring basis and the Company shall invoice the Client/charge the client’s card on a specific day of each month.
3.3. The retainer fee set forth does not include actual costs and expenses for purchase of ad campaigns or software necessary for implementing the Client’s advertising work. Any additional payment for services not described or agreed upon may be charged separately as agreed by the parties.
3.4. Payments owed by the Client shall be made via Paypal, credit card or wire transfer.
3.5. All amounts payable or to be paid under this Agreement shall be in U.S. Dollars.
4. CANCELLATION AND REFUNDS
4.1. We offer a 30 days money-back guarantee. If you are not completely satisfied with the service, you can within 30 days of your initial purchase cancel the service and obtain a full refund. You can cancel your subscription by writing to us explaining the reasons for cancellation. Refunds will be given in the same form as your original payment.
4.2. Other than the 30-day guarantee, we do not offer refunds for our digital advertising management services, consulting, or coaching.
4.3. If you cancel the service after the service has been performed or delivered, you agree to pay for services performed and costs for any system, software or application installed on your website as well any loss, expenses or costs caused by your cancellation.
4.4. Please note that we do not offer a refund for cancellation of any service arrangement as result of a change of mind or failure to provide access to ad accounts or failure to clearly specify your requirements and specifications.
4.5. Cancellation fee does not apply to any trial offers or money-back guarantee offer which may be offered by the Company.
4.6. You agree that when you cancel your subscription with us, we have a right to remove or demand a removal of any content created from the company relating ads, image, designs, copywriting, marketing strategies in your advertising account or any such Content which the company has not assigned or transferred to you in the intent to protect the agency from theft and/or infringement. This does not apply to materials owned or supplied by you as stated in section 5.1 below.
4.7. In the event of cancellation, the Client shall have a right to keep products that were purchased independently and no related to any ads management subscription. These include messenger bots, marketing emails, consulting programs, and similar products.
5. OBLIGATIONS OF THE CLIENT:
5.1. Content supply: Except as agreed otherwise, the Client shall supply to the Company text, images, videos, logo concept, files and such other media or content as is necessary or desired for the performance of the agreed digital advertising Services. (hereafter “Client Materials”)
5.2. Access and login: You agree and promise to provide the Company with accurate login information and all other account permissions required for accessing and managing your advertising account and for enabling the Company to create, edit and view ad campaigns, track conversions and impressions, view and generate reports as well as measure the performance of the advertisements. You agree that, while this Agreement is in force, you will not restrict, hinder, impede or block the Company’s access to your advertising account which is contingent to the performance of services agreed under this Agreement.
6. OBLIGATION OF THE COMPANY
6.1. The Company agrees to deliver digital advertising services and or coaching services and refer business opportunities in the form of a Qualified Sales Lead to Client.
6.2. The Company agrees further to provide the necessary optimization, refinements or maintenance modifications to the Client’s Website in accordance with the Client’s directions.
6.3. Any request for modification or correction beyond the scope of the service or part of the service may be charged separately as agreed by the parties.
6.4. The Company shall be responsible for expenses relating to the performance of its obligations under this Agreement including workspaces, internet access, designer tools, and equipment as well as programming services.
6.5. The Company "does not" guarantee results. Your results will vary and depend on many factors …including but not limited to your background, experience, market's needs, and work ethic. All business entails risk as well as massive and consistent effort and action. If you’re not willing to accept that, please DO NOT purchase our services.
7. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS:
7.1. Except for Client Materials (section 5.1) and unless stated otherwise, the Company fully retains exclusive ownership of all proprietary rights, copyrights, and intellectual property rights in the ad copies, written copy, images, reports, writings, charts, texts, blog posts, articles, graphics, logo, videos, or other content or creative work (collectively, “Content”) that the Company develops or creates for the Client in accordance with the terms of this Agreement.
7.2. Permitted License Uses and Restrictions: Subject to these terms and conditions, you are hereby granted a limited, revocable and non-exclusive right to use the Content and related Services and except as and only to the extent permitted by applicable law, You may not copy, and agree not to, reverse engineer, decompile, decrypt, reverse engineer, attempt to derive the source code, modify or create derivative works of the Content or of the software used our website. You agree further that we may modify or reuse all or any part of the Content without being liable for compensation.
7.3. If you supply Client Materials for the purpose of performing the Service, you agree to grant us a limited, non-exclusive license of all such rights in the Client Materials as are necessary to allow us to use the Content in the Services in accordance with this Agreement.
8.1. Parties hereto Company agrees not to discuss or disclose to any person or online platform, directly or indirectly, any confidential or proprietary information relating to the digital advertising or coaching services without the Company’s written consent. Confidential information includes, but is not limited to, leads, trade secrets, copyrights, reports, ad copies and other information, in written, oral, audio, video or pictorial form, which parties obtain or exchange under this Agreement. This does not apply to information that is publicly available or that parties knew, developed or received independently.
9. LIMITATION OF LIABILITY:
9.1. Company’s total liability for all claims in the aggregate arising from or related to performance of each Service or otherwise arising under these Terms shall be limited to direct damages actually incurred by the Client and shall not exceed the amount equal to the fees paid by the Client to us in the last 12 months preceding the claim under which the damages arose.
10. LIMITATION OF CONSEQUENTIAL DAMAGES:
10.1. In no event shall the Company and/or its suppliers be liable to the Client, for any indirect, punitive, incidental, special, or consequential damages (including, without limitation, damages for loss of use, data, goodwill, profits or business opportunity) arising out of or in any way connected with this Agreement, whether based on contract, tort (including negligence and statutory duty) or otherwise, even if the Company or its suppliers have been advised of the risk of such damages.
10.2. Nothing stated herein shall be understood as excluding or limiting Company’s liability for death or personal injury caused by its negligence or fraudulent misrepresentation.
11.1. You agree to reimburse and hold Company and suppliers harmless against any claims, liability and expenses, including reasonable lawyers’ fees, whether in contract, tort (including negligence and statutory duty) or otherwise that it or any of them may incur as the result of or in connection with any breach or alleged breach by You of your warranties, representations and/or undertakings in Paragraph 12 below or any other terms and conditions of this Agreement or otherwise arising as a result or in connection with the Advertisements.
12. WARRANTY AND DISCLAIMER:
12.1. The Client warrants represents and undertakes that the Advertisement or Content provided for the creation of any Advertisement by the Client for inclusion in the Hosting Provider’s website and any website or associated material, service or ad campaign to which such an Advertisement links shall:(a) not prejudice or be adversely affect the Company’s reputation;(b) not be deceitful, deceptive, defamatory, or offensive;(c) not infringe or prejudice the interests and/or proprietary rights (including copyright, trademarks rights or other intellectual property) of any third party;(d) unlawfully discriminate on any unlawful basis;(e) not contain a computer virus, or any other harmful, infecting, disruptive or destructive component or code;(f) Comply with the requirements from time to time of information protection and privacy policies practices of host providers as well as the applicable laws in countries where the Advertisement is available.
12.2. The Company represents to the Client that it shall perform the services in a professional, creative and diligent manner and that the digital advertising services shall conform to the terms set forth herein, be free of workmanship deficiencies and does not infringe intellectual property rights of others.
12.3. The Company represents and warrants further that it is no in way under any arrangement or obligation that interferes or conflicts with the services to be performed under this Agreement.
12.4. The parties herein understand and agree that while the Company warrants and represents to carry out the contract and perform the services in a professional, diligent and innovative manner and in accordance with industry standards, the Company has no control of host provider website’s algorithms, terms of service, privacy or advertising policies, search engine traffic or web visitor persona. The testimonials shown on the site are for informational purposes only. Nothing in this Agreement shall be understood to mean that the Company warrants or guarantees maximum traffic, ad impressions, click-through rate, conversion, sales, personal results, or any other desired results which are the goal of the Client’s digital advertising project.
13. NO ASSIGNMENT:
You agree that you will not assign or transfer any of your rights or obligations under this Agreement without the prior written consent of the Company.
If one or more of the provisions of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not affect the validity, operation or enforceability of the other provisions.
15. FORCE MAJEURE:
The Company shall not be liable for any failure or delay in performance under this Agreement to the extent that such failure or delay is caused by any circumstance beyond the Company’s reasonable control including without limitation server outage, downtime, hacking, civil disturbance or extreme weather conditions.
16. AMENDMENT AND WAIVER:
This Agreement may be amended by the parties at any time. Any amendment or modification of this Agreement must be made in writing. Failure or omission by any party to exercise any rights or seek remedy for any breach of provisions of this Agreement shall not be construed as waiver of such rights or remedy nor shall a waiver of either party of a default in one or more occasions be construed as a continuing waiver or a waiver of any other breach.17. GOVERNING LAW: The laws of Utah shall govern this agreement and any dispute arising therefrom must be handled exclusively in courts in that State. The prevailing party in any dispute will be entitled to recover reasonable costs and lawyer’s fees. This site is not a part of the Facebook website or Facebook Inc. Additionally, This site is NOT endorsed by Facebook in any way. FACEBOOK is a trademark of FACEBOOK, Inc.
Total Success Technologies Inc. 2023 | All Right Reserve