Terms of Service

By engaging GAdsFactor's services — whether by signing an agreement (including via electronic signature), submitting payment, or directing us to perform work — you confirm that you have read, understood, and accepted these Terms in their entirety. If you are entering into this agreement on behalf of a business entity, you represent and warrant that you have the authority to bind that entity to these Terms.

GAdsFactor provides digital marketing and technology services including but not limited to:

• Search Engine Optimization (SEO)
• Search Engine Marketing / Pay-Per-Click (SEM/PPC)
• Web design and development
• E-commerce solutions
• Custom web applications
• Web analytics and reporting

The specific scope, deliverables, timelines, and pricing for each engagement shall be defined in a Statement of Work or invoice. Any services not explicitly defined in the SOW are outside the scope of the engagement and may require a separate agreement.

All official communications between GAdsFactor and the Client may be conducted through any of the following channels:

• Telephone to the Client's primary number on file.
• SMS / text message to the Client's primary number on file.
• Email to the Client's registered email address, or from support@gadsfactor.com.

Any communication delivered via the channels listed above constitutes valid and effective notice. The Client is solely responsible for maintaining current and accurate contact information. Invoices, service updates, policy changes, and legal notices are deemed received at the time of transmission, irrespective of whether the Client reads or acknowledges them.

GAdsFactor operates exclusively on a prepaid basis. All services are funded in advance and delivered against the available balance.

Third-party advertising spend (funds disbursed to Google, Meta, or other advertising platforms) is separate from GAdsFactor's service fees and is managed independently. Advertising spend is remitted directly to the respective platforms and is non-recoverable by GAdsFactor under any circumstances.

The cost of digital advertising is determined by third-party platforms and is subject to change at any time based on market conditions, competition, seasonality, and platform policy changes. GAdsFactor reserves the right to:

• Notify the Client of required budget adjustments necessary to maintain effective campaign performance.
• Recommend increased budgets when market conditions warrant such an adjustment.
• Suspend or terminate services if the Client's budget is deemed insufficient to achieve meaningful results or to justify the operational cost of campaign management.

GAdsFactor shall make reasonable efforts to communicate budget requirements in advance. However, the Agency is not obligated to continue managing campaigns that, in its professional judgment, operate below a viable budget threshold.

GAdsFactor has no obligation whatsoever to provide, continue, or resume services under any of the following circumstances:

• The Client's prepaid balance has been fully depleted.
• An invoice remains unpaid beyond its due date.
• The Client has failed to renew or make subsequent payments.
• GAdsFactor has determined, at its sole discretion, that the engagement is no longer commercially viable or operationally appropriate.

Upon suspension, advertising accounts shall have active campaigns paused — not deleted. The Terms of this agreement remain in full force during any suspension period. The Client continues to be bound by all obligations including confidentiality, intellectual property, non-disparagement, and indemnification, regardless of whether active services are being rendered.

The Client's continued remittance of payment — whether on a daily, weekly, or monthly billing cycle — shall constitute the Client's affirmative acknowledgment of satisfactory service delivery and acceptance of the terms, conditions, and scope of services as rendered during the applicable billing period.

Each payment represents the Client's confirmation that:

• The services rendered during the preceding billing period were delivered in accordance with the agreed-upon scope.
• The Client is satisfied with the quality and nature of the work performed.
• The Client has no outstanding disputes, objections, or claims relating to the services covered by the payment.

Any dissatisfaction or dispute must be raised prior to remitting payment for the subsequent billing period. Payment made without prior written objection waives the Client's right to contest the services associated with that payment.

Each billing cycle (daily, weekly, or monthly) constitutes an independent and self-contained service period. Neither party shall accumulate obligations, credits, or claims against the other across billing cycles except as expressly stated in these Terms.

• Payment for one billing period does not entitle the Client to partial ownership, intellectual property rights, or deliverables associated with a different billing period.
• The Client may not aggregate payments across multiple billing periods to assert an expanded claim on services, deliverables, or work product beyond the scope of each individual period.
• Upon non-payment or termination, the Client's entitlement is limited strictly to the deliverables completed and delivered during fully paid billing periods.
• No progressive, cumulative, or percentage-based ownership interest accrues through successive payments unless explicitly documented in a Statement of Work.

Initiating a chargeback or payment dispute with a financial institution without first contacting GAdsFactor directly constitutes a material breach of these Terms.

• All chargebacks shall be contested with comprehensive documentation including signed agreements, proof of service delivery, and communication records.
• An administrative fee of $250 shall be assessed against any chargeback claim to cover dispute processing and administrative costs.
• The Client's account and all active services shall be immediately terminated.
• GAdsFactor reserves the right to pursue the outstanding balance, administrative fees, and associated costs through collections, arbitration, or legal proceedings.

Clients are strongly encouraged to resolve billing concerns directly by contacting GAdsFactor at +1 (737) 510-0098 or support@gadsfactor.com prior to involving their financial institution.

GAdsFactor makes no representations, warranties, or guarantees — express or implied — regarding specific outcomes, including but not limited to:

• Search engine rankings, positioning, or visibility
• Click-through rates, impression volumes, or traffic levels
• Conversion rates, lead generation, or sales figures
• Revenue, return on investment, or profitability
• Ad placement, quality scores, or platform performance metrics

Digital marketing outcomes are inherently variable and are influenced by market conditions, competitive landscape, platform algorithm changes, client industry, budget allocation, content quality, and numerous external factors beyond GAdsFactor's control. The Agency commits to applying industry best practices and providing transparent reporting, but assumes no liability for specific performance outcomes.

The Client agrees to:

• Provide accurate, complete, and lawful business information, branding assets, and access credentials as required.
• Maintain current and valid contact information (phone number and email address) for all communications.
• Remit payment promptly upon receipt of invoice to prevent service interruption.
• Respond to communications and approval requests within a reasonable timeframe (48 hours for time-sensitive matters).
• Ensure that all content, products, services, and business activities promoted through GAdsFactor's services comply with all applicable laws, regulations, and third-party platform policies.

Delays or failures resulting from the Client's inability to provide necessary materials, approvals, or payments shall not constitute a breach by GAdsFactor and may result in service interruption or termination without adjustment to fees.

The Client bears sole and complete responsibility for ensuring that their business, products, services, content, and any materials provided to GAdsFactor comply with all applicable third-party platform policies, including but not limited to Google Ads policies, Meta Advertising Standards, and any other platform terms of service.

In the event that any advertising account, business account, or associated asset is suspended, restricted, or terminated by a third-party platform due to the Client's business practices, content, products, or services:

• GAdsFactor shall bear no liability whatsoever for such suspension, restriction, or termination.
• The Client shall not be entitled to any refund, credit, or compensation as a result of platform enforcement actions.
• GAdsFactor reserves the right to immediately suspend or terminate the engagement without notice if the Client's activities pose a risk to the Agency's accounts, reputation, or standing with any third-party platform.
• The Client shall indemnify GAdsFactor against any losses, damages, penalties, or costs arising from platform enforcement actions attributable to the Client's business, content, or conduct.

This provision applies to all services rendered by GAdsFactor, including but not limited to advertising management, website development, SEO, and any other digital services where third-party platforms or service providers are involved.

Client materials: The Client retains all ownership rights to materials provided to GAdsFactor, including logos, images, brand guidelines, and proprietary content.

Deliverables: Upon receipt of full and final payment, ownership of custom deliverables created exclusively for the Client — including website designs and landing pages — shall transfer to the Client.

Agency property: GAdsFactor retains all rights to its proprietary tools, methodologies, templates, frameworks, processes, campaign strategies, and any pre-existing intellectual property utilized in the course of service delivery.

Advertising & platform accounts: All advertising platform accounts and associated profiles created, owned, or managed by GAdsFactor — including but not limited to Google Ads accounts, Google Ads Manager (MCC) sub-accounts, Google Analytics properties, Google Tag Manager containers, Google Business Profiles, Meta (Facebook/Instagram) Business Manager accounts, Meta Ads Manager accounts, Microsoft Advertising (Bing Ads) accounts, TikTok Ads accounts, LinkedIn Campaign Manager accounts, and any other third-party advertising, analytics, or marketing platform accounts — remain the exclusive property of GAdsFactor. Account access is managed exclusively by GAdsFactor to ensure operational integrity, security, and compliance with platform policies. The Client does not receive direct login credentials or administrative access to agency-managed accounts. Read-only or limited access may be granted on a case-by-case basis upon written request to and approval by an authorized GAdsFactor manager via email. Upon termination or suspension of services, GAdsFactor reserves the right to revoke any granted access, reassign, or close any such accounts without prior notice. The Client shall have no claim of ownership, right of continued access, or entitlement to data, campaign history, or audience data within agency-owned accounts following termination.

Both parties agree to maintain the confidentiality of all proprietary information, business data, strategies, financial information, and trade secrets disclosed during the course of the engagement. This obligation survives termination of the agreement for a period of two (2) years. Neither party shall disclose confidential information to third parties without prior written consent, except as required by law or legal process.

Termination by the Agency: GAdsFactor reserves the right to terminate this agreement at any time, for any reason, and without prior notice. Upon Agency-initiated termination, any remaining prepaid balance (excluding funds already disbursed to third-party platforms or applied to completed work) shall be returned to the Client within 30 business days.

Termination by the Client: The Client may terminate this agreement at any time by providing written notice via email or SMS. Termination takes effect immediately upon receipt. No refunds shall be issued for prepaid services.

Upon termination by either party:

• All outstanding invoices become immediately due and payable.
• Active advertising campaigns shall be paused (not deleted). Any subsequent access to agency-managed accounts remains subject to the provisions outlined in the Intellectual Property section of these Terms.
• Work-in-progress shall be delivered in its current state.
• Unused prepaid balances are not refundable as cash except in the case of Agency-initiated termination (see above).
• All provisions regarding confidentiality, intellectual property, indemnification, non-disparagement, and dispute resolution survive termination.

Abandonment: Non-payment or non-communication for seven (7) or more consecutive days constitutes abandonment and triggers automatic termination. All outstanding balances remain due and payable.

Reinstatement: At the Agency's sole discretion, services may be reinstated under the existing agreement without requiring a new signature. The Client's original signature remains binding upon reinstatement. GAdsFactor is under no obligation to reinstate services and may require updated payment before resuming work.

Distinction from suspension: Service suspension due to budget depletion or non-payment (Section 6) does not constitute termination. During suspension, the agreement remains in full force and services resume upon receipt of payment. Termination is a separate and deliberate action.

To the maximum extent permitted by applicable law, GAdsFactor's aggregate liability for any and all claims arising from or related to these Terms or the services provided hereunder shall not exceed the total service fees paid by the Client in the ninety (90) days immediately preceding the event giving rise to the claim.

Under no circumstances shall GAdsFactor be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages — including but not limited to loss of revenue, loss of profits, loss of business opportunities, loss of data, or reputational harm — regardless of whether such damages were foreseeable or whether GAdsFactor was advised of the possibility thereof.

The Client agrees to indemnify, defend, and hold harmless GAdsFactor, its officers, directors, employees, agents, and affiliates from and against any and all claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorney's fees) arising from or related to:

• The Client's business operations, products, services, or content that are unlawful, infringing, deceptive, or in violation of any applicable law or regulation.
• Any violation of third-party platform policies (including Google, Meta, and others) attributable to the Client's business, content, instructions, or conduct.
• Any breach of these Terms by the Client.
• False, inaccurate, or misleading information provided by the Client.
• Any third-party claims arising from the Client's use of services delivered by GAdsFactor.

GAdsFactor shall not be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to: modifications to advertising platform algorithms or policies, account suspensions or restrictions imposed by third-party platforms, internet or infrastructure disruptions, natural disasters, governmental actions, labor disputes, pandemics, or other force majeure events.

The Client agrees not to make any public or private statements, whether written or oral, that disparage, defame, or damage the reputation of GAdsFactor, its officers, employees, or affiliates. This obligation applies during and after the term of the engagement. Violation of this provision constitutes a material breach of these Terms and may result in legal action.

Any dispute, claim, or controversy arising from or relating to these Terms or the services provided shall be resolved through the following process:

1. Direct negotiation: The parties shall first attempt to resolve the dispute through good faith negotiation within thirty (30) days of written notice.
2. Mediation: If negotiation is unsuccessful, the parties shall submit the dispute to mediation conducted by a mutually agreed-upon mediator.
3. Binding arbitration: If mediation fails to resolve the dispute, it shall be submitted to binding arbitration conducted in Austin, Texas, in accordance with applicable arbitration rules.

The prevailing party in any dispute shall be entitled to recover reasonable attorney's fees, costs, and expenses from the non-prevailing party.

These Terms shall be governed by and construed in accordance with the laws of the State of Texas, United States of America, without regard to its conflict of law provisions. The parties consent to the exclusive jurisdiction of the state and federal courts located in Travis County, Texas, for any legal proceedings not subject to arbitration.

GAdsFactor reserves the right to modify, amend, or replace these Terms — in whole or in part — at any time and without prior notice. Modifications become effective immediately upon publication at gadsfactor.com/terms. It is the Client's sole responsibility to review the current Terms periodically. Continued use of GAdsFactor's services or continued remittance of payment following any modification constitutes the Client's unconditional acceptance of the revised Terms.

If any provision of these Terms is determined to be invalid, unlawful, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to render it valid and enforceable while preserving its original intent.

These Terms, together with any executed Statement of Work and the Privacy Policy, constitute the entire agreement between the Client and GAdsFactor with respect to the subject matter hereof. These Terms supersede all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral.

The Client expressly acknowledges that no verbal promises, assurances, side agreements, or informal communications — whether made before, during, or after the execution of this agreement — shall have any binding effect unless reduced to a formal written amendment signed by an authorized officer of GAdsFactor. In the event of any conflict between these Terms and any other communication, these Terms shall prevail.

For inquiries regarding these Terms, billing matters, or service-related concerns: