Outside The Business Box, LLC – Terms of Service Agreement

Effective Date: 12-01-2021

This Terms of Service Agreement (“Agreement”) is entered into between Outside The Business Box, LLC (“OTBB,” “we,” “us,” or “our”) and the undersigned client (“Client,” “you,” or “your”). By signing below or otherwise engaging OTBB for services, Client agrees to be bound by the following terms.

1. Services Provided

OTBB provides digital marketing and advertising services, which may include but are not limited to:

Search Engine Optimization (SEO)

Pay-Per-Click (PPC) campaign creation and management

Google Business Profile (GBP) optimization

Social media advertising and content distribution

Video and creative ad production

Web performance consulting

Other services mutually agreed upon in writing

2. Client Responsibilities

The Client agrees to:
a. Provide accurate business information, creative materials, logins, and approvals in a timely manner.
b. Respond promptly to requests for feedback or assets (delays may affect timelines and performance).
c. Comply with all applicable advertising, consumer protection, and privacy laws.
d. Be solely responsible for the legality of Client’s products, services, and claims made in advertisements.

3. Fees & Payments

a. Non-Refundable Fees: All setup, creative, and onboarding fees are non-refundable.
b. Ongoing Service Fees: Retainers, management fees, or pay-per-lead charges will be billed per the signed proposal or invoice.
c. Ad Spend: Unless otherwise agreed, Client shall directly fund all ad spend on platforms (Google, Meta, etc.). If OTBB advances ad spend, Client must reimburse upon invoice.
d. Late Payments: Late payments may incur a [1.5% monthly finance charge] or the maximum allowed by law. Services may be paused until account is brought current.
e. Collections: Client agrees to pay all collection costs, attorney fees, and expenses incurred by OTBB in recovering unpaid amounts.

4. Ownership of Work

a. Campaign strategies, targeting data, ad creatives, and optimizations developed by OTBB remain the sole property of OTBB unless explicitly transferred in writing.
b. Client owns its own brand assets, website, trademarks, and business listings.
c. Upon termination, Client will not receive access to OTBB’s proprietary methods, systems, or intellectual property.

5. Lead Definitions

For pay-per-lead campaigns:
a. OTBB reserves the right to define what constitutes a “lead” (e.g., form fills, phone calls over 30 seconds, booked appointments, etc.) as outlined in the proposal.
b. Leads are considered delivered when sent to Client’s CRM, email, or tracking system, regardless of whether Client successfully closes the sale.

6. Performance Disclaimer

a. OTBB makes no guarantee of specific outcomes, including rankings, lead volume, or ROI.
b. Performance depends on factors outside OTBB’s control, including platform policies, algorithm changes, ad competition, and market demand.
c. Client acknowledges that digital marketing inherently involves risk and variability.

7. Confidentiality

Both parties agree to keep confidential all non-public information, pricing, strategies, and trade secrets obtained in the course of the relationship.

8. Indemnification

Client agrees to defend, indemnify, and hold harmless OTBB, its owners, employees, and contractors from any claims, damages, or liabilities arising out of:
a. Client’s products, services, or advertising content.
b. Client’s failure to comply with applicable laws or platform rules.
c. Any disputes between Client and its customers.

9. Limitation of Liability

a. OTBB shall not be liable for indirect, incidental, or consequential damages (including lost revenue or profits).
b. OTBB’s total liability shall not exceed the amount paid by Client to OTBB in the three (3) months preceding the claim.

10. Term & Termination

a. This Agreement shall remain in effect until terminated in writing.
b. Either party may terminate with 30 days’ written notice unless otherwise specified in a proposal.
c. Upon termination, all outstanding fees remain due immediately, and no refunds will be provided.

11. Governing Law

This Agreement shall be governed by the laws of the State of Texas, without regard to conflict-of-law principles.