Terms and Conditions

These Terms and Conditions constitute an agreement (the “Agreement”) between Click-thru Consulting, LLC, (“Company” and Advertiser (“Advertiser”). This Agreement is entered into on the start date as mentioned in the Contract Order Form(s) (“Effective Date”). Company and Advertiser may be referred to individually as a “Party” or collectively as the “Parties”.

The Parties agree as follows:”

1.Scope of Services and Order Forms(s).

The Company agrees to provide digital marketing services including audience targeting, video creation, social media mix, reporting and metrics, campaign collaboration, and strategy optimization, (“Services”) to the Advertiser as defined and specified in one or more order form(s) (“Order Forms”), which shall be executed by both parties in accordance with this Agreement. Each Order Form(s) will be governed by the terms of this Agreement. The term Agreement as used herein encompasses both this overarching Agreement and any subsequent Order Form(s) executed under this Agreement, regardless of the Effective Date of such Order Form(s). In the event of any conflict or inconsistency between the terms and conditions outlined in this Agreement and the terms and conditions specified in any Order Form(s), the terms and conditions of the relevant Order Form(s) shall take precedence and govern the parties’ obligations. Advertiser understands that all start dates are estimated and that Company reserves the right to change any start date at their discretion.

2.Payment Type and Schedule.

The Advertiser agrees to pay the Company the agreed-upon fees and costs (“Fee”) for the Services as outlined in each respective Order Form(s) and according to the payment schedule specified therein.

3.Payment Terms.

Payment shall be made in accordance with the following terms set forth in this Agreement:

1. Unless otherwise noted on the Order Form(s), Advertiser shall pay to Company the agreed upon One-Time Fee, listed in the Order Form(s), to initiate Services. Payment of the Initial Deposit is due upon acceptance of the Order, and Company will not commence work until the Initial Deposit is received.

 

1. Unless otherwise expressly stated in any Order Form(s), all Fee exclude shipping and taxes.
2. Recurring Services from will be billed on a monthly basis as monthly service fee (“Monthly Service Fee”) and are due within 30 days of the invoice date, and such due date will be specified on each invoice (“Due Date”).
3. Emails from the Advertiser confirming changes or additions to their subscription packages shall serve as subsequent Order Form(s), subject to acceptance by Company

4.Late Payment.

In the event that any payment due under this Agreement is not received by the Company within 3 days following the Due Date:

1. The Company reserves the right to charge interest at a rate of 1.5% per month on the outstanding amount or the highest amount permitted by law, whichever is greater until the payment is received in full;
2. Company may, at its discretion, temporarily cease all work and Services on the project until the outstanding payments are received;
3. Terminate the Agreement in accordance with the terms of paragraph 10, below.

4.1. If any invoice is not paid 45 days after the start of the advertisement date, the Advertiser hereby authorizes the payment to be Applied as an ACH Debit to the Advertiser’s checking debit account or credit card on file.

4.2. If the Advertiser’s account remains unpaid for a period exceeding ninety (90) days from the Due Date, the Advertiser shall reimburse the Company for all reasonable costs incurred in collecting such overdue amounts, including but not limited to attorneys’ fees, court costs, and any other expenses associated with the collection process.

5.Pricing and Changes.

Pricing in the Order Form(s) is based on Advertiser-provided information and Company assumptions. Changes to the concept or expectations may impact costs. Company and advertiser shall consult regarding the financial implications. Additional items require Advertiser approval via a separate change order. Future Work requires Advertiser approval and will be detailed in a new Order Form(s), billed separately, and subject to payment terms outlined in this Agreement.

6.Payment Authorization.

Advertiser authorizes Company to charge agreed payment methods specified in the Order Form(s) or invoice for Fees, costs, charges, and taxes associated with Services. Payments follow the schedule outlined in the Order Form(s) or invoice and remain in effect until Agreement termination. The Company reserves the right to charge the Advertiser’s credit card on the day of each month as mentioned on the Order form(s).

7.Cancellations.

The following terms govern the cancellation of Services by the Advertiser provided under this Agreement. Ads are non-cancellable, but if cancelled or unpaid to term, the following penalties apply:

Cancellation Policy	Penalty	Refund
Cancellation within 30 Days of Effective Date of Agreement
– If no video production has commenced	25% of total Agreement amount + Production Fee	Remainder refunded
– If video production is complete	50% of total Agreement amount + Production Fee	Remainder refunded
Cancellation after 30 Days but within 60 days:
– If no video production has commenced	50% of total Agreement amount + Production Fee	Remainder refunded
-If video production is complete	75% of total Agreement amount + Production Fee	Remainder refunded
Impressions Delivery:
– Once impressions delivery starts	No refund available	No refund available

7.1. Refunds.

Refunds shall be issued to the credit card provided by the Advertiser unless otherwise notified by the Advertiser in writing.

7.2. Notice of Cancellation.

• The Advertiser must provide written notice of cancellation to the Company.
  • The effective date of cancellation will be the date on which the Company receives the written notice.

7.2. Right to Modify.

The Company reserves the right to modify or update the terms of this cancellation clause as necessary. Any modifications will be communicated to the Advertiser in writing.

8.Term.

The initial term for each Services acquired under this Agreement is 12 months (“Initial Term”). The Initial Term commences on the start date specified stated on the Order Form(s). After the initial term, the Advertiser must provide a written notice of termination at least 60 days prior to the expiration of the current term. Failure to provide timely notice will result in automatic renewal of the Agreement for subsequent terms under the same terms and conditions. Both the initial period and any renewal terms are referred to collectively herein as the “Term.”

9.Termination.

This Agreement may be terminated as per below conditions:

1. In the event that the Advertiser fails to make any payment as outlined in the “Payment Type and Schedule” clause (paragraph 2), the Company may terminate this Agreement in accordance with the terms specified therein. The Company shall have a unilateral right to terminate this Order within fifteen (15) days of notifying Advertiser of Company’s election to terminate.
2. If either party breaches any material term or condition of this Agreement and fails to remedy such breach within 30 days of receiving written notice specifying the breach, the non-breaching party may terminate this Agreement immediately upon written notice to the breaching party.

10.Effect of Termination.

Upon termination of the Agreement, the Company shall cease all provision of Services, and any outstanding amounts shall become immediately due and payable. The Company shall retain the right to allocate all payments collected up to that date towards Services performed as of the termination date.

11.Non-Disparagement.

Both parties agree not to engage in any form of disparagement, whether oral, written, or otherwise, against each other during the term of this Agreement and thereafter. This includes any statements or actions that could reasonably be expected to damage the other party’s reputation, business, or goodwill. In the event of a breach of this clause by either party, the non-breaching party shall have the right to seek damages equivalent to five times the total Agreement value as liquidated damages, in addition to any other remedies available under law. The breaching party shall also be liable for all the attorney fees and legal expenses incurred by the non-breaching party in enforcing this clause.

12.Reports.

Company agrees to provide monthly reports noting number of exposures, interactions, and iterations for proper execution of campaign.

 

13.Limitation of Responsibility.

The Company shall not bear responsibility for any loss, corruption of data, delayed communication, or any other type of loss, damage, or performance limitation arising from or related to deficiencies in the hardware, telecommunications systems, or internet services utilized by the Advertiser.

14.Data Ownership, Responsibilities and Representations.

The Company does not own any of the data provided by the Advertiser through the use of the Services. This data is collectively referred to as “Advertiser Data.” The Advertiser assumes complete responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, privacy, and the right to use all Advertiser Data. This emphasizes that the Advertiser is responsible for the content and nature of the data they provide. The Advertiser agrees that the storage or caching of Advertiser Data does not infringe on any intellectual property rights of the Advertiser or violate any applicable laws. The Advertiser also agrees not to store data on the host server that belongs to third parties without obtaining the necessary authorizations and rights. The Advertiser represents that they have the rights to all Advertiser Data and the right to upload this data to the host server. This is especially relevant when utilizing the Services provided by the Company.

15.Content.

Company is responsible for creating engaging and relevant content for digital marketing purposes, including but not limited to videos, ads and social media updates. The following terms apply to content creation:

1. Company will develop a content strategy that aligns with Advertiser’s brand, target audience, and marketing goals. This strategy will outline the types of content to be created, posting schedules, and proposed themes.
2. Content created by Company, including videos, advertisements, blog posts, social media updates, and related assets, will remain the intellectual property of Company unless otherwise agreed upon in writing. Advertiser will have a license to use this content for marketing purposes as outlined in the Order Form(s).
3. Advertiser has the right to request reasonable revisions and edits to content drafts to ensure accuracy, tone, and alignment with branding. Company will make these revisions promptly to meet publishing deadlines.
4. Advertiser agrees to provide accurate and relevant information, data, and insights that may be required for the creation of content. Company will rely on accurate information provided by Advertiser to ensure the quality of the content.
5. Company will ensure that all content is original and does not infringe upon the copyrights or intellectual property of third parties.
6. Company will manage the distribution of approved content across designated digital channels, including blogs and social media platforms. Advertiser’s feedback and preferences will be taken into consideration for content distribution.

16.Performance and Optimization.

Company will continuously monitor and analyze the performance of digital marketing campaigns. Based on data insights, Company will proactively make adjustments to strategies, tactics, and creative elements to improve results and align with the goals outlined in the Order Form(s) and Scope of Services. Company will ensure that all optimization-based changes align with the overall marketing strategy, objectives, and brand guidelines defined in the Order Form(s) and Scope of Services. Any significant changes will be communicated to Advertiser for review and approval. Company will promptly communicate the rationale, proposed changes, and expected impact to Advertiser. Advertiser agrees to respond promptly to requests for approvals or feedback related to these changes. Company will provide Advertiser with login credentials and access to relevant marketing dashboards, tools, and platforms used to monitor and manage digital marketing campaigns. This access will enable Advertiser to review campaign performance data, metrics, and insights.

17.Outcome Disclaimer.

Advertiser acknowledges and agrees that while Company will make best efforts to execute the agreed-upon Services, no specific marketing outcomes or outreach results are guaranteed. The success of marketing campaigns is subject to various external factors, market conditions, and changes in consumer behavior. Company will employ industry best practices and professional expertise to achieve the objectives outlined in the Order Form(s) or the Scope of Services. However, Advertiser acknowledges that results may vary, and that Company does not warrant or represent any specific increase in website traffic, conversion rates, revenue, or other measurable metrics. Advertiser further understands that the effectiveness of marketing efforts may be impacted by factors beyond Company’s control, including changes in algorithms of search engines or social media platforms, shifts in market trends, and competitive landscape changes.

18.Intellectual Property Rights.

All title to and the rights, including ownership rights, in any and all inventions, discoveries, patents (registrations, renewals, and pending applications), copyrights, trademarks and trade names, trade secrets, hardware, commercial symbols, work product, other technology, any derivatives, and the goodwill associated with the foregoing, and information embodying proprietary information or data existing and owned by Company as of the date of the order or made or conceived by employees, independent contractors, consultants, representatives or agents of Company in connection with the Services (“Company IP”) is and shall remain the sole and exclusive property of Company and / or its affiliated third parties. Advertiser will not reverse-engineer, decompile, disassemble, translate, create derivative works from, or otherwise attempt to obtain access to the source code of, any aspect of the Service. Without limiting the generality of the foregoing, the parties agree that Company owns and / or will own the systems (including all web source code) related to the Services provided hereunder, including all modifications, upgrades and enhancements thereto. To the extent any Services developed by Company pursuant to this Order incorporate any Company IP, Company hereby grants to Advertiser a one-year non-exclusive, non-transferable license to operate or use Company IP as reasonably necessary to use or operate the products or Services developed pursuant to each Order Form(s); provided that all obligations of Advertiser to Company hereunder are satisfied in full. This ownership of Company IP excludes fully programmed, launched custom websites. Custom websites, upon completion are fully owned by Advertiser; provided that all obligations of Advertiser to Company hereunder are satisfied in full.

19.Non-Disclosure of Confidential Information.

Confidential Information” shall mean any and all cost or pricing information, data, documents, materials, strategies, plans, trade secrets, proprietary tools and software, and any other non-public information relating to a party’s business, technology, finances or operations provided by one party (“Disclosing Party”) to the other party (“Receiving Party”) in connection with the digital marketing Services provided under this Agreement. Each Party hereby acknowledges and agrees that all Confidential Information disclosed by either Disclosing Party to the Receiving Party under this Agreement is confidential and is the valuable property of such Party. The Receiving Party shall not disclose, publish, disseminate, or otherwise make available any Confidential Information to any third party without the prior written consent of the Disclosing Party. Notwithstanding the foregoing, each Party may disclose certain Confidential Information, on a need-to-know basis to authorized employees or management, agents, attorneys, accountants, consultants, subcontractors and other third-party professionals (“Representatives”). The obligations set forth in this clause shall not apply to any information that (i) is or becomes publicly available through no fault of the Receiving Party, (ii) was known to the Receiving Party prior to its receipt from the Disclosing Party, as evidenced by written records, (iii) is independently developed by the Receiving Party without reference to the Confidential Information, (iv) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or court order, provided that the Receiving Party promptly notifies the Disclosing Party prior to such disclosure and cooperates with the Disclosing Party’s reasonable efforts to limit such disclosure. The parties acknowledge that a breach of this Non-Disclosure of Confidential Information clause may result in irreparable harm to the Disclosing Party. In the event of a breach or threatened breach, the Disclosing Party shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity. Upon the termination or expiration of this Agreement, the Receiving Party shall promptly return or, upon written consent of the Disclosing Party, destroy all Confidential Information received from the Disclosing Party, along with any copies thereof. The obligations set forth in this Non-Disclosure of Confidential Information clause shall survive the termination or expiration of this Agreement for the duration specified herein.

20.Warranties and Limitations.

The Company hereby warrants that the Services provided shall reasonably conform to the specifications as detailed in the scope of services, in all material respects. The Company does not provide refunds for Services that conform to the specifications in all material respects. In the event of any breach of the warranty specified in this provision, the Company shall undertake to either repair or replace any defective Services at no cost to the Advertiser. The Company will make reasonable efforts to rectify the non-conformance promptly. Alternatively, the Company may choose to refund the purchase price paid for the specific Services that do not conform to the specifications, subject to the conditions and limitations outlined herein. (a) The Advertiser shall promptly notify the Company in writing of any non-conformance or breach of warranty. (b) The Advertiser shall provide detailed information regarding the alleged non-conformance, including evidence supporting the claim. (c) The Advertiser’s notification should be submitted within 30 days from the discovery of the non-conformance, and failure to provide timely notice may result in the forfeiture of the remedy options outlined herein. (d) The Company shall be given a reasonable opportunity to inspect, assess, and rectify the alleged non-conformance before any remedies are implemented. (e) The remedies specified herein are the sole and exclusive remedies available to the Advertiser for breach of the warranty of service conformance. This warranty does not cover any non-conformance resulting from changes made to the Services by the Advertiser or a third party without the Company’s prior written approval, use of the Services in a manner contrary to the scope of services or specifications provided by the Company, force majeure events, acts of nature, or other circumstances beyond the Company’s control, modifications, alterations, or repairs performed by anyone other than authorized representatives of the Company. Term of the Agreement is pursuant to the Order Form(s) and are not necessarily limited to one year.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, COMPANY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE PRODUCTS AND SERVICES. COMPANY MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO ANY PRODUCTS OR SERVICES THAT MAY BE SOLD UNDER THIS AGREEMENT AND ANY SERVICES ARE PROVIDED ON AN “AS- IS” BASIS.
COMPANY EXPRESSLY DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL WARRANTIES, BOTH EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, MERCHANTABILITY, VALUE, RELIABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE OR USAGE. THE PRODUCTS AND SERVICES ARE NOT TO BE USED IN MEDICAL OR OTHER CIRCUMSTANCES WHERE FAILURE OR INTERRUPTION COULD CAUSE INJURY OR DEATH.

21.Indemnification.

The Advertiser shall indemnify, defend, and hold harmless Company and its affiliates, directors, officers, employees, agents, licensors, successors, and assigns against any and all third-party claims and losses resulting from or related to the Advertiser’s violation of this Agreement, including any misuse or unauthorized use beyond the scope of the license granted herein. This includes, but is not limited to: (a) Instances where the Advertiser’s gross negligence or willful misconduct results in the failure to fulfill its obligations under this Agreement. b) Situations where the Advertiser materially breaches any of its representations, warranties, covenants, or agreements as stipulated in this Agreement. Additionally, the Advertiser acknowledges that seeking indemnification for a claim arising from an alleged breach of this Agreement does not impede Company from exercising any other legal or equitable rights and remedies it may possess due to such alleged breach.

22.Limitation of Liability.

NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, COSTS, EXPENSES OR LOSSES OR LOST PROFITS UNDER THIS AGREEMENT.

THE PROVISIONS OF THIS SECTION WILL APPLY REGARDLESS OF THE FORM OF ACTION, DAMAGE, CLAIM, LIABILITY, COST, EXPENSE, OR LOSS, WHETHER IN CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE), FAILURE OF ESSENTIAL PURPOSE OR OTHERWISE, AND EVEN IF ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES. EXCEPT FOR LIABILITIES RESULTING FROM A PARTY’S INDEMNIFICATION OBLIGATIONS, EACH PARTY’S TOTAL CUMULATIVE LIABILITY FOR ALL MATTERS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE PRODUCT OR ANY SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, WILL NOT EXCEED THE SUM OF ALL AMOUNTS PAID OR PAYABLE TO COMPANY BY ADVERTISER DURING THE 12-MONTH PERIOD PRECEDING THE CAUSE WHICH GAVE RISE TO SUCH DAMAGES. COMPANY WILL NOT BE LIABLE FOR ANY FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT BECAUSE OF CIRCUMSTANCES BEYOND ITS REASONABLE CONTROL, WHICH CIRCUMSTANCES INCLUDE NATURAL DISASTER, TERRORISM, THIRD PARTY LABOR DISPUTES, WAR, DECLARATIONS OF GOVERNMENTS, TRANSPORTATION DELAYS, FAILURE OF VLD, AND TELECOMMUNICATIONS FAILURE. COMPANY WILL NOT BE LIABLE FOR ANY FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT BECAUSE OF MISUSE OR OTHER USE IN VIOLATION OF THIS AGREEMENT. THIS SECTION SHALL BE GIVEN FULL EFFECT EVEN IN THE EVENT THAT ANY EXCLUSIVE REMEDY PROVIDED HAS FAILED OF ITS ESSENTIAL PURPOSE. THE PARTIES ACKNOWLEDGE THAT THE TERMS OF THIS SECTION REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT THE PARTIES WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS OF LIABILITY.

23.Notice.

Any notice sent pursuant to this Agreement shall be sent by certified mail, return receipt requested, or by overnight mail to the addresses on the Order Form(s) or to such address as either party may in the future designate.

24.Distinct Entities Disclaimer.

The Advertiser and Company are separate entities. Nothing within this Order shall be interpreted as establishing an agency, partnership, joint venture, employer-employee, or similar relationship.

25.Choice of Law and Jurisdiction.

This Agreement shall be governed by, and constructed in accordance with, the law of the United States and the State of California. The parties agree that any suit or proceeding under, in connection with, or arising out of this Agreement shall be instituted only in a court (whether federal or state) located in the State of California.

26.Waiver of Trial by Jury.

THE PARTIES EXPRESSLY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

27.Attorney’s Fees and Costs.

In the event of any legal action or proceeding aimed at enforcing the terms, conditions, or commitments set forth in this Agreement, or seeking damages due to any breach thereof, the party found to be in breach shall be responsible for reimbursing the other party for all reasonable attorney’s fees and any other justifiable costs and expenses incurred by the non-breaching party. This applies in cases where the non-breaching party emerges as the prevailing party in such legal action, including any subsequent reviews, appeals, or proceedings, even in the context of bankruptcy cases or proceedings. The term ‘prevailing party’ shall denote the party in whose favor a final judgment is rendered following any appeals made, pertaining to the claims presented in the initial complaint. The phrase ‘reasonable attorney’s fees’ refers to the attorney’s fees that have been reasonably incurred in obtaining a judgment in favor of the prevailing party.

28.Force Majeure.

Company will not be liable for any failure to perform its obligations under this agreement because of circumstances beyond its reasonable control, which circumstances may include, but are not limited to, natural disaster, terrorism, third-party labor disputes, war, declarations of governments, transportations delays, and telecommunications failure.

29.Binding Agreement.

Company and Advertiser have obtained all necessary authority, rights, consents, and approvals required to enter into this Agreement and carry out the transactions.

30.Survival.

In the event any provision of this Agreement is struck down and held by a tribunal of competent jurisdiction to be contrary to the law, the remaining provisions of this Agreement shall survive and will remain in full force and effect. All sections herein relating to payment, ownership, confidentiality, indemnification and duties of defense, representations and warranties, waiver, waiver of jury trial and provisions which by their terms extend beyond the term of this Agreement shall survive the termination of this Agreement.

31.Waiver.

Any waiver by either party must be in writing and delivered to the other party, as delineated in the Notice provisions above herein. The waiver by either party of a breach or a default under any provision of this Agreement shall not be construed as a waiver of the whole Agreement, and / or of any subsequent breach of the same or any other provision of this Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.

32.Entire Agreement.

This Agreement, in conjunction with the Order Form(s), constitutes the complete agreement and understanding between the parties concerning the subject matter herein. It replaces and prevails over all prior discussions, both written and oral agreements, and understandings between the parties pertaining to the same subject matter. Company is exclusively bound by the conditions, definitions, warranties, and representations expressly outlined in this Agreement. Any alteration, addition, modification, or supplementation of this Agreement is only effective if documented in writing and signed by an authorized representative from each party. Supplementary click-through or end-user terms and conditions hold no authority, and the stipulations of this Agreement expressly take precedence over any such supplementary terms. The existence of this Agreement shall not be interpreted as establishing a partnership or joint venture, nor does it imply any party’s role as an agent, partner, employee, or representative of the other party.

33.Counterparts.

This Agreement may be executed in any number of counterparts, each of which may be executed by less than all of the Parties and will be enforceable against the Parties actually executing such counterparts; all of which together will constitute one instrument.