Compensation
All fee amounts are subject to change with 30 days written notice to the client. Past due invoices are subject to 1.5% (18% per annum). Client accepts responsibility for all advertisement delivery charges from Google, other advertisement networks, or other 3rd party software vendors. Any money that has been spent on an account by Torchlight Marketing to any third party (specifically search engines and other advertising networks) is not refundable at any point. Set-up fees and maintenance fees are not refundable.
No Performance Guarantee
The Client understands that marketing investments are inherently risky and that they understand and accept those risks with no recourse to TLM for any direct or indirect damages. There are no specific sales or traffic performance guarantees expressed or implied in this relationship. TLM does not guarantee the response from any traffic or user interaction related to position in either paid or unpaid areas of the search engines.
Cancellation of Agreement
Client may cancel their agreement by providing written notice within 30 days of the desired cancellation date and provided that the Client’s account is current. An invoice for the remaining portion of the contract will be sent and due during the 30 day cancellation period. During cancellation period, and after the account is current, TLM shall terminate account activities and work with you to return control of the advertising accounts. Upon termination clients shall not receive any portion of proprietary information or code that TLM used in order to perform its duties.
Confidential Information
Both parties acknowledge that there is an exchange of confidential and proprietary information associated with this agreement. Confidential and proprietary information may include documents, communications, plans, processes, formulations, data, know-how, financial information, techniques, methods, customers, suppliers, partners, patents, trademarks, designs, and other forms of tangible or intangible artifacts owned by the Client or TLM. Confidential and proprietary information does not include information within the public domain, information that has been publicly known prior to the execution of this agreement, or information that TLM developed independent of any confidential information.
AI Disclosure
Torchlight Marketing employs Artificial Intelligence (AI) tools and solutions to augment our services, enhancing efficiency and effectiveness in our operations and marketing efforts. By agreeing to these terms, the Client acknowledges and consents to the use of AI in managing their accounts and executing campaigns, where applicable. TLM is committed to transparency in our use of AI technologies and upholds high standards of data integrity and privacy in accordance with our policies.
Limitation of Liability & Customers (Clients) Responsibility
TLM ACCEPTS NO RESPONSIBILITY IN THE FOLLOWING INSTANCES: SHOULD AN ACCOUNT BE BROUGHT OFF-LINE AS A RESULT OF TECHNICAL DIFFICULTIES AT OUR FACILITY OR THOSE OF THE VENDORS TLM USES. DUE TO THE TECHNICAL NATURE OF OUR SERVICES TLM CAN NOT BE HELD RESPONSIBLE FOR TECHNICAL DIFFICULTIES THAT OCCUR. ANY LOSS OF BUSINESS RESULTING FROM AN ADVERTISEMENT IS SOLELY THE RESPONSIBILITY OF THE CLIENT. IF A CLIENT NOTICES AN ERROR IN THEIR ACCOUNT, ON THEIR ADVERTISEMENT, OR IN ANY PRODUCT OR SERVICE – IT IS SOLELY THEIR RESPONSIBILITY TO CONTACT TLM TO HAVE IT CHANGED.
Indemnification of Marketing Agent
The Client agrees to indemnify, defend and hold harmless TLM, its partners, stockholders, members, directors, officers and employees of the foregoing, and the successors and assigns of all of the foregoing, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which the Marketing Agent may incur under the 1933 Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement of any material fact contained in any audio or visual materials provided by TLM or based upon written information furnished by or on behalf of the Client including, without limitation, slides, videos, website content, email content, or social media content used in connection with the marketing of the Client.
Third-Party Disclosure
TLM USES THIRD PARTIES FOR VARIOUS PRODUCTS AND SERVICES AND CANNOT BE HELD RESPONSIBLE FOR DOWNTIME OR LOSS OF BUSINESS DUE TO FAILURES OF SAID THIRD PARTIES.
Arbitration
Any controversy or claim arising out of, or relating to, this Agreement, or the making, performance, or interpretation thereof, shall be settled by binding arbitration in San Luis Obispo County, California, in accordance with the Rules of the American Arbitration Association then existing, and judgment on the arbitration award may be entered in any court having jurisdiction over the subject matter of the controversy. Executed in San Luis Obispo County, California.