Authorization.

The client agrees to give Funnel Digital Ads, Inc. access to all tools, software, websites, social media, landing pages, accounts, etc. that they will need to access. Funnel Digital Ads, Inc. will use its best efforts to secure and protect all passcodes. Only authorized representatives of Funnel Digital Ads, Inc. will be allowed to access passcodes and only on an as-needed basis.

Copyrights and Trademarks

The Client represents (informs) to Funnel Digital Ads, Inc. and unconditionally guarantees that any elements of text, graphics, videos, photos, content, designs, trademarks, or other artwork furnished to Funnel Digital Ads, Inc. for inclusion in web pages, social media, etc. are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements. The client agrees to hold harmless, protect, and defend Funnel Digital Ads, Inc. from any claim or suit arising from the use of such elements furnished by the Client.

Content

The client agrees to provide all content required (text, articles, photos, graphics, videos, etc.) for the support of Funnel Digital Ads, Inc’s efforts.

Additional Tools/Software & Cost.

Funnel Digital Ads, Inc. may require certain tools/software/services to support our efforts. The client agrees to be responsible for all costs one time or monthly for such tools/software. Funnel Digital Ads, Inc. agrees that it will not purchase or subscribe to such software without pre-approval from the Client.

Third-Party Advertising Platforms.

Any third-party ad costs incurred will be paid directly to the corresponding platform (i.e., Google, YouTube, Facebook, Instagram, LinkedIn, etc.). Marketing costs paid to Funnel Digital Ads, Inc. include the campaign setup and management only.

Placement Guarantee.

Due to the fact that Funnel Digital Ads, Inc. is not a search engine, (i.e. Google, Yahoo, Bing, etc.) it is impossible for Funnel Digital Ads, Inc. to guarantee any placement on the search engines. Funnel Digital Ads, Inc. with its knowledge and experience for our clients in this industry, will provide the best possible organic placement without using any type of spam techniques or attempting to deceive the search engines in any way. This is our guarantee.

Managing Client’s Internal Resources.

The client agrees that Funnel Digital Ads, Inc. will have the lead and be fully in charge of establishing digital strategy, managing day-to-day work/tasks, and managing all of the current internal digital marketing resources (employees, contractors, etc.). Clients agree that all digital resources will report to Funnel Digital Ads, Inc. on an as-needed basis to implement the program effectively. Resources will be managed and provided tasks to support the digital strategy, day-to-day efforts, and daily management set forth by Funnel Digital Ads, Inc. and the executive committee of the client.

Additional Services Fees.

In the event, the Client would like to use Funnel Digital Ads, Inc. for services outside of the scope of services additional charges may apply. In the event Funnel Digital Ads, Inc. is asked to do hourly work outside of the scope of Confirmation of services, then the following charges will apply: Funnel Digital Ads, Inc. Hourly Fee: $50.00 per hour.

While every endeavor will be made to ensure that the web design project and any scripts or programs are free of errors, Funnel Digital Ads, Inc. cannot accept responsibility for any losses incurred due to malfunction of the web design project or any part of the web design project.

As soon as is reasonably possible, the Client will make available to Funnel Digital Ads, Inc. all materials required in order to complete the web design project to the agreed standard. Funnel Digital Ads, Inc. will not be liable for costs incurred, compensation, or loss of earnings due to the failure to meet agreed deadlines. Funnel Digital Ads, Inc. estimates a maximum timeline for development completion of thirty (30) days from when Funnel Digital Ads, Inc. receives all required materials necessary to complete the project and the design concept has been approved by the Client. The Client will not receive access to the Website until the project has been completed as ordered and approved by the Client.

When redeveloping an existing website, all content is obtained from the current website or marketing materials for use on the new site. Unless specifically agreed upon and negotiated prior to engagement, the provision of content is the responsibility of the Client. Content is to be provided digitally and will be used as-is and will not be proofread or adjusted prior to implementation on the website.

Included in a standard Development Agreement with Funnel Digital Ads, Inc. is one (1) hour of support for design changes or additional training after the Website is completed.

Managed Hosting.

Unless otherwise agreed upon, Funnel Digital Ads, Inc. will provide Web Hosting services for the Client for a month-to-month term of service (“Term”). at a rate of $50 USD, every month paid preferably through an automatic credit card subscription.

Domain Name Registration.

The client shall provide Funnel Digital Ads, Inc. with a registered domain name. If the Client does not have a registered domain name, Funnel Digital Ads, Inc. will, upon request, use commercially reasonable efforts to register the domain name(s) selected by the Client provided that such domain name is available for registration and does not violate any registration services’ policies, or any law or regulation. In the event of any dispute arising out of or related to Client’s domain name used in connection with the Website, upon Client’s request, Funnel Digital Ads, Inc. will attempt to register an alternative domain name chosen by Client and attempt to make the Website available under such alternative name.

Where applicable, Funnel Digital Ads, Inc. reserves the right to automatically renew domain registrations for a one-year period at a rate of $35.00. To opt-out of auto-renewal please email sales@funneldigitalads.com

Territory and Market Exclusivity.

The Company makes no guarantees either expressed or implied as to any territorial agreement of exclusivity to the client; unless it is specified in a non-compete contract agreement and officially signed by the parties involved.

The client agrees to accept all leads provided within the Designated Market Area (s) (DMA) selected by the client on the Lead Request Form provided by Funnel Digital Ads, Inc. in this part of this agreement.

Compliance.

The client agrees to comply with all applicable local, state, national laws and regulations in connection with its use of the services purchased from Funnel Digital Ads, Inc., including those related to data privacy, international communications, and the transmission of personal data, and export.

Result Expectations.

Funnel Digital Ads, Inc. makes no expressed or implied representations as to the sales and income results of the Client Marketing program.

Client Lead Notification.

Notification of the Client’s leads will be emailed to the client’s email immediately after the lead has been validated and qualified by the Company per its policies.

Results monitoring.

The status of the services will be reviewed monthly by the client and Funnel Digital Ads, Inc. to verify its proper functioning.

Publication cycles.

Ad serving cycles are 30 days or 1 calendar month. If for any reason, there is a balance, in favor or against, in the month of service in question, it will be transferred to the budget for the following month of service.

In case of delayed payments, the service may be paused before the end of the current month.

Results board.

Every client who contracts digital marketing services will have the right to view the results of the service contracted in the plan, through a periodic report.

Campaign setup period.

Once the Terms and Conditions of the service have been accepted, either via e-mail, contract signature, or other means, the client will be contacted by telephone within a maximum of 48 hours to validate the information collected and define the last details of the configuration of the campaign(s). The approval of this information by the client will later be sent by e-mail to obtain approval by the client.

If there is no telephone contact, an e-mail will be sent indicating the requirements for the said stage.

From the initial call, Funnel Digital Ads, Inc. takes up to a maximum of 15 business days to launch.

Security.

Funnel Digital Ads, Inc. will exercise no control over the content of the information passing through the network, Client email, or Client Website. Any or all activities are at the discretion of the Client.

The Client is not allowed to violate, or to attempt to violate, the security of the network. Violations could result in criminal or civil liability, as well as the termination of the Client’s Agreement. Funnel Digital Ads, Inc. will investigate any such incidents and will work with law enforcement to prosecute the Clients who violate the network security.

Email Use Policy – Funnel Digital Ads, Inc. prohibits harassment through email. This can include but is not limited to the size of email messages, frequency of messages, and abusive language. The Client is not allowed to send emails to those who do not want to receive them. Clients are not allowed to send unsolicited junk mail messages or spam.

The client agrees to pay all fees as agreed upon in the Confirmation of services Agreement provided. Any and all deposits must be received prior to the start of any services provided. All payments are subject to the due dates listed on them unless otherwise noted by Funnel Digital Ads, Inc. No deliverables shall be provided by Funnel Digital Ads, Inc. to the Client until full payment has been received.

The client understands and agrees that you are not entitled to any refund amount already paid to Funnel Digital Ads, Inc.

Failure to Pay – Client’s failure to pay any fees when due shall be considered a material breach of their Agreement with Funnel Digital Ads, Inc. If Client fails to make payments when due, Funnel Digital Ads, Inc. reserves the right to suspend the deliverable until Client pays all outstanding fees. Website files will only be provided to the Client once the Agreement is paid in full. Funnel Digital Ads, Inc. reserves the right to postpone Website launches if the Client account is past due or the outstanding balance remains.

In the event the Client fails to pay agreed-upon fees, upon expiration of a seven (7) day period, Funnel Digital Ads, Inc. has the right to remove the Client’s Website from its servers until payment in full is made.

Payment Authorization – The client certifies that they are the holder of the credit card, or an authorized signer on the bank checking account provided. The client certifies that they will not dispute the payment with your credit card company; so long as the transaction corresponds to the terms indicated on the Agreement.

Forms and terms of payment and investment

For a campaign to go into production, Funnel Digital Ads, Inc. must deliver the financial resources to the contracted digital platforms (Google, YouTube, Facebook, LinkedIn, Instagram, etc.), therefore all services provided by Funnel Digital Ads, Inc. must be paid in advance. Funnel Digital Ads, Inc. accepts as a form of payment: bank transfer, check, web pay.

If the client uses web pay as a means of payment, a surcharge of 2.9% + 30¢ will be made by credit or debit card, which will be deducted from the client’s investment. These values are set by Authorize.Net, and you can review them at https://www.authorize.net/en-us/sign-up/pricing.html

This agreement allows Funnel Digital Ads, Inc. to market and advertises the Client’s products and services online with a variety of tools described in the Confirmation of Services.

Funnel Digital Ads, Inc. undertakes to maintain the service, defined in the Confirmation of Services, permanently operative for the client, without prejudice to the periods that may be found in processes of technological adjustments.

The service delivered to the client, which is the subject of this instrument, shall be limited to the client’s compliance with the payment of the contracted price. In case the client does not comply in time and form with the obligations established in this instrument, Funnel Digital Ads, Inc. may limit or suspend, at its sole discretion, the services contracted in the Confirmation of Services.

The Agreement becomes effective between the parties as of the date signed by the client (the “Effective Date”) and will continue until terminated by either party under the terms of this agreement (the “Agreement Term”). The agreement is voidable by "Funnel Digital Ads, Inc." if not accepted by the client and received by "Funnel Digital Ads, Inc." within 30 days from the date sent to the client. Any capitalized terms used here shall have the definitions outlined in this agreement.

Funnel Digital Ads, Inc. undertakes to maintain the service, defined in the Confirmation of Services, for permanently operational for the client, without prejudice to the periods that may be in technological adjustment processes.

The service delivered to the client, which deals with this instrument, will be limited to compliance by the client, to the payment of the contracted price. If the client does not comply in a timely manner with the obligations established in this instrument, Funnel Digital Ads, Inc. may limit, or suspend, at its sole discretion, the services contracted in the Confirmation of Services.

Funnel Digital Ads, Inc. may suspend, or terminate the Confirmation of Services, immediately, and with the only formality of sending an email to the one indicated in the appearance, by the client, specifying the reasons for the suspension or termination, when the latter does not comply with any of the obligations imposed by this instrument.

The client is responsible for defining the requirements and approving them, the time these actions take will be decisive for the launch and success of the campaign(s).

Funnel Digital Ads, Inc. is not responsible for the legality of the data that may be entered by the client through the service provided by this contract.

Breakdowns or malfunctions of the service will be communicated to Funnel Digital Ads, Inc. by email indicated in the appearance of this instrument.

Breakdowns or malfunctions of the service will be resolved within a maximum period of 72 hours for critical incidents, 120 hours for serious incidents, and a maximum of 7 days for minor incidents.

For these purposes, the critical incidence is understood as incidents that, within the framework of the provision of services, significantly affect the client due to lack of access or visualization of the contracted service and therefore the continuity of the service.

A serious incident is understood as an incident that, within the framework of the provision of services, moderately affects the client due to performance, but that does not entail a pause in the services as such.

Minor incident is understood as: incidents that are limited to hindering the provision of services based on the design, form, and other aspects that do not affect the performance or results of the campaigns. The repair will be carried out within the maximum periods already indicated for each case, counted from the notice made by the client.

Cancellation of an order within three (3) business days from the time of purchase will result in a full refund. Cancellations made after the three-day cancellation period will generate a cancellation fee of 50% of the remaining balance due at the time of cancellation. The customer understands and agrees that no refunds will be issued for amounts already paid to Funnel Digital Ads, Inc. after this period. All cancellation requests should be sent to sales@funneldigitalads.com or funneldigitaladvertising@gmail.com.

Funnel Digital Ads, Inc. may charge the customer's method of payment for the cancellation fee, or Funnel Digital Ads, Inc. may invoice the customer for the cancellation fee, which invoice must be paid within seven (7) business days of the invoice date. No cancellation of an order shall be effective until the cancellation fee has been paid, which means that Funnel Digital Ads, Inc. may continue with the services and you will remain obligated to pay for the services in accordance with the terms of this agreement. You acknowledge that the cancellation fee is not a penalty, but a reasonable amount of liquidated damages to compensate Funnel Digital Ads, Inc. for the early cancellation of the services.

Payment overdue.

The client authorizes Funnel Digital Ads, Inc. so that in the event of a simple delay or breach of the contracted obligations, their data may be entered, processed, treated, and communicated to third parties without restrictions, in the registry of credit data bank.

Entire agreement and no implied waivers.

This agreement contains the entire agreement between the parties and supersedes any prior agreement, contract, or negotiations between the parties on the same subject matter. This agreement may only be modified in writing. The delay, lack of partial exercise of a right, term, or condition of this Contract by the parties, or the express acceptance of a breach, will not be interpreted as a tacit waiver of the contractual right, term, or condition or as remission or acceptance of future defaults.

Divisibility.

If any clause, paragraph, or part of this contract is declared null or illegal for any reason, all other clauses, paragraphs, or parts of this contract that could take effect without said null or illegal clause, paragraph or part, will continue in full force, provided that the lack of force of any clause of this contract does not affect in a relevant way or substantially change the meaning of this contract.

In any case, if a clause or stipulation is declared null or unenforceable, such clause or stipulation will be considered replaced by another that is valid and enforceable and that is the one that is closest to the spirit of the prohibited or unenforceable provision.

Titles.

The titles and headings contained in this agreement have been established for convenience and reference only, and do not modify or interpret in any way the intention of the parties, nor affect any of the provisions of this agreement.

Jurisdiction.

Any difference, question, or litigation that occurs between the parties due to or occasion of the application, interpretation, validity, fulfillment, or breach of this contract, will be resolved by ordinary justice.

Governing State.

For all legal purposes, the parties establish their domicile in the city and commune of Massachusetts and submit to the jurisdiction of their ordinary courts of justice, expressly extending their jurisdiction.

Both parties agree that any dispute or legal action arising out of this agreement shall be interpreted under the laws of the state of Massachusetts. Should any claim arise out of this agreement result in an action for damages from Funnel Digital Ads, Inc., the sole amount of damages available to the client shall be no more than the amount paid by the services rendered.

Ownership to Deliverables.

Funnel Digital Ads, Inc. or its partners retain the intellectual rights to all items previously owned by Funnel Digital Ads, Inc./partner. The client retains the rights to all deliverables that are not marked as Funnel Digital Ads, Inc. property. Items that are not specifically transferred to the Client will remain the property of their respective owners. Funnel Digital Ads, Inc. may choose to give the Client a one-time lifetime license for use of any of its intellectual property.

Validity.

All Digital Marketing contracts are valid for 3 months and will be renewed tacitly and successively automatically and for the same term. In the event that one of the parties decides not to renew it, it must inform the other by certified letter (or email), within a period of not less than 15 days before the end of the term of validity or any of its extensions.

Resignation

No waiver of the provisions of this agreement will be valid unless made in writing and signed by the granting party or via email. No waiver shall be understood as a waiver with continuing effect over time, or as a waiver of a subsequent breach or default, whether or not it is of a similar nature unless specifically stated in writing.

Performance Liability.

WHEREAS, the parties acknowledge that the internet is neither owned nor controlled by any one entity; therefore, Funnel Digital Ads, Inc. can make no guarantee on the results that may be provided as a result of our work. Funnel Digital Ads, Inc. represents that in good faith it shall make every effort to ensure that the client’s digital marketing is successful and leads are generated as a result of our work.

Funnel Digital Ads, Inc. does not warrant that the functions supplied by its work, web pages, digital marketing, consultation, advice, or work will meet the Client’s requirements or that the operation of the work/deliverables will be uninterrupted or error-free. The entire risk as to the quality and performance of the work and deliverables is with the Client.

In no event, will Funnel Digital Ads, Inc. be liable to the Client or any third party for any damages, including any lost profits, lost savings, or other incidental, consequential, or special damages arising out of the operation of or inability to operate these digital marketing services or website(s), even if Funnel Digital Ads, Inc. has been advised of the possibility of such damages.

Assignment of Project.

Funnel Digital Ads, Inc. reserves the right to assign certain subcontractors to this project if it sees the need to do so in order to meet the requirements of the services provided.

Funnel Digital Ads, Inc. Media Vendors.

In connection with the Services provided hereunder, Funnel Digital Ads, Inc. has the right to utilize contractors, third-party companies, and vendors selected by Funnel Digital Ads, Inc. at its sole discretion (each Vendor) to complete or support the completion of the work at hand.

Purchased work from Vendors shall be made under such terms that Funnel Digital Ads, Inc. deems in its sole discretion as acceptable (Vendor Terms). Funnel Digital Ads, Inc. will be responsible for all costs associated with the Vendor unless the cost is provided to the Client, and the Client agrees in writing to pay the said cost.

Confidentiality.

The parties undertake that all information provided to the other, for or on the occasion of the services covered by this instrument, relating to assets, commercial policies, customers, and any other related to the activities of each of them, will be treated with the greatest care and discretion as to if it were your confidential information, understanding that the improper use or improper or incorrect dissemination of knowledge of one of the parties could cause damage to the other, which must be compensated.

Given this, the parties must adopt all necessary measures to prevent their staff from disclosing to third parties, directly or indirectly, or removing from the company's premises, any background or information, including those that have been destined for waste or garbage. Failure to comply with the obligation of confidentiality will entitle the diligent party to terminate this contract early, without the need for a prior judicial or arbitral resolution, with the corresponding compensation for the damages caused.

Non-Disclosure.

Funnel Digital Ads, Inc., its employees, and subcontractors agree that, except as directed by the Client, it will not at any time during or after the term of this agreement disclose any non-public Confidential Information to any person whatsoever. Likewise, the Client agrees that it will not convey any non-public confidential information obtained about Funnel Digital Ads, Inc. to another party

Fax/Scanned Copy of Signature.

Both parties agree that a faxed or scanned copy of the signed document by either or both parties shall be considered acceptable, legal, and legally binding.

Work Credit.

The client agrees to allow Funnel Digital Ads, Inc. to use clients’ names and websites for company promotions, online portfolios, past client’s lists, on social media, in print material, etc. for advertising and promoting Funnel Digital Ads, Inc’s services to other companies.

Contract modifications.

No change, modification, alteration, or supplementation of this contract will be valid unless it is in writing and signed by the contracting parties.

Indemnity.

The client does hereby expressly agree to indemnify and hold harmless Funnel Digital Ads, Inc. its owners, its principals, officers, employees, and contractors against all suits, actions, claims, demands, or costs of any kind to which they may be subject arising or resulting at any time or place from anything done or omitted to be done by them in connection with this project.

The client hereby waives any and all claims which, but for this waiver, it may have, or which it may hereafter acquire, against Funnel Digital Ads, Inc., LLC, its Owners, its principals, officers, employees, and contractors arising or resulting at any time or place from anything done or omitted to be done by them regarding this project.

Overwhelming force.

Unless otherwise provided, the parties will not respond or assume any responsibility for damages, direct and indirect, foreseen or unforeseen, that could occur to any of them, due to force majeure or fortuitous events that affect them.

For such purposes, force majeure or fortuitous event shall be understood as those foreseen as (Force majeure or fortuitous event is the fortuitous event that cannot be resisted, such as a shipwreck, an earthquake, the capture of enemies, acts of authority exercised by an official, etc.) If such circumstances occur, the affected party will inform the other, without delay and in writing, of the existence of the fact, proceeding, in the same way, to inform the end of the fact and, in both cases, attaching the corresponding supporting documents.

The foregoing, except in the case of a fortuitous event or force majeure of public knowledge. As soon as the acts constituting force majeure or fortuitous events have ceased their effects, the parties will initiate or continue the fulfillment of the affected obligations.