Last Updated: March 31, 2025
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING OUR SERVICES.
1. Introduction and Acceptance
These Terms and Conditions ("Terms") govern the relationship between PbonAdworks ("Agency," "we," "us," or "our"), an Arizona limited liability company, and you ("Client," "you," or "your"), regarding the provision of marketing and related services ("Services").
By engaging our Services, typically initiated by paying our retainer fee or agreeing to a specific Scope of Work (SOW) or proposal that references these Terms, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree with these Terms, do not use our Services.
These Terms may be updated periodically. The version in effect at the time of your engagement or renewal will apply. Significant changes will be communicated to active clients.
2. Services Offered
PbonAdworks offers a range of digital marketing and development services, which may include, but are not limited to:
Meta Ads (Facebook/Instagram) Campaign Management
Google Ads Campaign Management
Social Media Content Creation and Management
Email Marketing Strategy and Execution
Website Design and Development
Strategic Marketing Consulting
Customer Relationship Management (CRM) System Development and Integration
Software as a Service (SaaS) solutions or related consulting/integration (Clarification: Specify if you are developing SaaS or integrating/consulting on third-party SaaS)
The specific Services, deliverables, timelines, and associated fees for your engagement will be outlined in a separate proposal, Scope of Work (SOW), or Retainer Agreement ("Service Agreement"), which incorporates these Terms by reference.
3. Client Engagement and Fees
Engagement: The engagement formally begins upon mutual agreement, typically signified by the Client's payment of the initial retainer fee or acceptance of a specific Service Agreement.
Fee Structures: PbonAdworks utilizes various fee structures, including:
Monthly Retainer Fees: A fixed fee paid monthly in advance for ongoing services as defined in the Service Agreement.
Performance-Based Fees: Fees calculated based on achieving specific, pre-agreed metrics or outcomes, as detailed in the applicable Service Agreement. The exact calculation, metrics, and payment schedule for performance fees will be explicitly defined in the Service Agreement.
Hourly Billing: Primarily used for software development or specific consulting tasks, billed at an agreed-upon hourly rate. Time tracking and invoicing frequency will be specified in the Service Agreement.
Project-Based Fees: Fixed fees for specific, defined projects with clear deliverables.
Payment Schedule: Unless otherwise specified in the Service Agreement:
Retainer fees are due monthly in advance.
Hourly fees will be invoiced periodically (e.g., bi-weekly or monthly).
Project-based fees may require an upfront deposit, milestone payments, and a final payment upon completion.
Late Payments: Invoices are due upon receipt or as otherwise stated in the Service Agreement. Payments not received within [e.g., 15 or 30] days of the due date may incur a late fee of [e.g., 1.5%] per month or the maximum rate permitted by law, whichever is lower. We reserve the right to suspend Services for overdue accounts.
Expenses: Client agrees to reimburse PbonAdworks for pre-approved, out-of-pocket expenses incurred directly in connection with the Services (e.g., ad spend, stock photography licenses, third-party software fees). Ad spend budgets will be agreed upon separately.
4. Intellectual Property (IP)
Pre-existing IP: PbonAdworks retains all rights, title, and interest in and to its own pre-existing intellectual property, including its methodologies, software, tools, templates, and know-how used in providing the Services ("Agency IP"). Clients are granted no rights to Agency IP other than as necessary to receive the Services.
Work Product: Any custom work, materials, deliverables, ad creatives, content, code, or designs specifically created by PbonAdworks for the Client during the provision of Services ("Work Product") shall be owned by PbonAdworks until full payment for the relevant Services creating that Work Product has been received by the Agency.
License to Client: Upon receipt of full payment for the relevant Work Product, PbonAdworks grants the Client a non-exclusive, perpetual, worldwide, royalty-free license to use, reproduce, and display the final Work Product solely for the Client's internal business purposes or the specific marketing channels agreed upon in the Service Agreement.
Ownership Transfer (Optional): Ownership of the final Work Product's copyright may be transferred to the Client upon full payment if explicitly agreed upon in writing within the Service Agreement. For clarity, unless such specific written agreement exists, PbonAdworks retains copyright ownership, and the Client receives the license described above.
Agency Portfolio Rights: Client grants PbonAdworks a non-exclusive, royalty-free license to use the Client's name, logo, and a general description of the Services provided, along with non-confidential examples of the Work Product, in Agency's marketing materials, website, case studies, and portfolio, unless otherwise agreed in writing. We will make reasonable efforts to obtain approval for specific displays where feasible.
Client Materials: Client represents and warrants that it owns or has the necessary rights to use any materials provided to PbonAdworks (e.g., logos, images, content) and grants PbonAdworks a non-exclusive license to use these materials solely for the purpose of providing the Services.
5. Client Responsibilities
Client agrees to cooperate reasonably and promptly with PbonAdworks to facilitate the provision of Services. This includes, but is not limited to:
Providing timely access to necessary resources, such as domain name systems (DNS), Meta Business Manager, Google Ads accounts, website backend, analytics platforms, branding guidelines, and relevant product/service information.
Providing timely feedback and approvals on drafts, strategies, and deliverables as requested. Delays in Client approvals may impact project timelines and results.
Ensuring any information or materials provided to PbonAdworks are accurate and that Client has the right to use them.
Appointing a primary contact person authorized to make decisions and provide approvals on behalf of the Client.
Failure to fulfill these responsibilities may result in delays, suspension of Services, or termination of the agreement. PbonAdworks is not liable for any deficiencies in Services resulting from Client's failure to cooperate.
6. Confidentiality
Both PbonAdworks and the Client ("Parties") agree to keep confidential all non-public information disclosed by the other party, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was known to the receiving party prior to disclosure; (c) is received from a third party without breach of any obligation owed to the disclosing party; or (d) was independently developed by the receiving party. Each party agrees to use the same degree of care to protect the other's Confidential Information as it uses to protect its own of like kind (but not less than reasonable care).
7. Disclaimers and No Guarantees
No Guaranteed Results: Client acknowledges that marketing and advertising results are not guaranteed. PbonAdworks makes no warranties or guarantees regarding specific outcomes, such as search engine rankings, ad performance, lead volume, conversion rates, sales increases, or return on investment (ROI). Marketing effectiveness depends on various factors beyond our control, including market conditions, competition, and consumer behavior.
Third-Party Platforms: Services often rely on third-party platforms (e.g., Google, Meta, email providers). PbonAdworks is not responsible for the policies, performance, downtime, or changes made by these platforms that may affect campaigns or results.
"As Is" Basis: Except as expressly stated in a Service Agreement, the Services are provided "as is" and "as available," and PbonAdworks disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.
8. Limitation of Liability
Indirect Damages: To the maximum extent permitted by law, neither party shall be liable to the other party for any indirect, incidental, consequential, special, punitive, or exemplary damages (including loss of profits, revenue, data, or goodwill) arising out of or in connection with these Terms or the Services, even if advised of the possibility of such damages.
Direct Damages Cap: PbonAdworks' total aggregate liability to the Client for any and all claims arising out of or related to these Terms or the Services, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees actually paid by the Client to PbonAdworks under the applicable Service Agreement during the [e.g., three (3) or six (6)] month period immediately preceding the event giving rise to the claim.
LLC Protection: PbonAdworks operates as a limited liability company (LLC) under Arizona law, which provides inherent liability protection as defined by statute. This contractual Limitation of Liability clause operates in conjunction with, and does not supersede, the legal structure of the LLC.
9. Term and Termination
Term: These Terms commence upon engagement and continue until terminated by either party. Specific Service Agreements may have defined terms (e.g., monthly, 6-month minimum).
Termination for Cause: Either party may terminate these Terms and any related Service Agreement immediately upon written notice if the other party:
Materially breaches these Terms or the Service Agreement and fails to cure such breach within [e.g., 15 or 30] days of receiving written notice.
Fails to make payments when due (Client breach).
Becomes insolvent, files for bankruptcy, or ceases business operations.
Termination for Convenience (Optional - Consider adding): Either party may terminate a specific Service Agreement without cause by providing [e.g., 30] days' written notice to the other party. (Include this if you want to allow no-fault termination with notice).
Consequences of Termination: Upon termination:
Client shall pay PbonAdworks for all Services performed and expenses incurred up to the effective date of termination.
PbonAdworks will cease providing Services.
Each party will return or destroy (at the other party's request) any Confidential Information of the other party in its possession.
Any licenses granted herein may terminate, except for licenses related to Work Product already fully paid for by the Client.
10. Governing Law and Dispute Resolution
Governing Law: These Terms and any disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict of laws principles.
Informal Negotiation: The parties agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Services through informal negotiation for a period of at least [e.g., 30] days before initiating further action.
Litigation: If informal negotiation fails, the parties agree that any legal action or proceeding shall be brought exclusively in the state or federal courts located in Maricopa County, Arizona. The parties irrevocably consent to the personal jurisdiction of such courts.
11. Website Use
Use of the PbonAdworks website (https://pbonadworks.com) is also subject to our Privacy Policy, available at https://pbonadworks.com/privacy-policy. Users of the website agree not to engage in any activity that interferes with or disrupts the website or the servers and networks connected to it.
12. Miscellaneous
Entire Agreement: These Terms, together with any applicable Service Agreement, constitute the entire agreement between the parties regarding the Services and supersede all prior agreements and understandings.
Amendments: These Terms may only be amended in writing signed by authorized representatives of both parties.
Waiver: No waiver of any term shall be deemed a further or continuing waiver of such term or any other term.
Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
Assignment: Neither party may assign its rights or obligations under these Terms without the prior written consent of the other party, except that PbonAdworks may assign the agreement in connection with a merger, acquisition, or sale of substantially all its assets.
Notices: All notices required under this Agreement shall be in writing and sent to the addresses specified in the Service Agreement or to PbonAdworks at 7450 E Pinnacle Peak Rd, Ste 258, Scottsdale, Arizona and gunnar@pbonadworks.com