Terms of Service
The Customer Factory (Nextadz, LLC), a Georgia Corporation, herein the "Company" & "We" below, maintains these Terms Of Service for the deployment and management of our Services to "you", "Client."
These Terms of Service on this page represent the entire agreement between the parties. Client should rely on no other oral, written or other representations made than those contained in writing on this page. If it is not written here, it is not necessarily true and is not part of the agreement.
By engaging in the services provided by the Company, you are agreeing in full with these Terms of Service.
The Company may, without notice to you, at any time, revise these Terms of Service and any other information contained in this web site. The Company may also make improvements, additions or changes in the products, services, conditions, or programs described in this site at any time without notice.
By engaging in the paid or free Services provided by the Company, including the consumption of content created by the company, you are agreeing in full with these Terms Of Service. IF ANY OF THESE TERMS ARE NOT ACCEPTABLE TO YOU, PLEASE DO NOT ENGAGE OUR SERVICES OR ACCESS COMPANY CONTENT. By participating in these services, making a payment, submitting a form, clicking a link, and in exchange for consideration, Client agrees to be bound by the contents of this agreement.
The Company reserves the right to refuse service to any business entity for any reason or to discontinue services for any reason, with or without giving cause or notice.
Governing Law and Jurisdiction.
This Agreement shall be governed by and construed under the laws of the State of Georgia USA, without giving effect to the conflicts of laws provision thereof. Each Party irrevocably submits to the exclusive jurisdiction of the United States District Court for North Georgia, for the purposes of any suit, action or other proceeding arising out of this Agreement. Each Party agrees to commence any such action, suit or proceeding in the United States District Court for the Northern District of Georgia or, if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the Supreme Court of the State of Georgia, Fulton County. Each Party further agrees that service of any process, summons, notice or document by a nationally recognized overnight courier (receipt requested) to such Party’s respective address set forth in in these Terms of Service. This section shall be effective service of process for any action, suit or proceeding in Georgia with respect to any matters to which it has submitted to jurisdiction in this Section. Each Party irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement in the United States District Court for the Northern District of Georgia, and hereby and thereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.
Your optional participation in our referral program is governed under a separate agreement.
No Guaranteed Results & Limits
Much of the success of the services provided to you under these terms depends upon the unique market situation and reputation of your business, levels of competition, and the quality and quantity of actions taken by you and your associates. Thus, our services are sold "as-is" with no warranty of merchantability or guarantees of results, return on investment, exposure, branding or any other benefit to client. The Company shall engage in its best efforts to conduct the services in the most advantageous way for Client within the companies own discretion and interpretation. You hereby agree and acknowledge that your only recourse for the perceived poor performance of services is to discontinue paid service. Services do not include analytics, detailed reporting or access to systems that contain such data. Services do not include detailed reports on sub-metrics including but not limited to data related to: impressions, clicks, conversion rates, split-tests, etc.
Card Billing Authorization & Refunds
For convenience, you agree to maintain a valid, authorized payment credit or debit card on file with us for payment of program fees. All program fees paid to us are collected in advance of services being rendered. In order to provide smooth professional service, we commit resources (both internal and external) in advance of your service date. Program fees are non-refundable once collected. Client acknowledges that the Company holding a territory and reserving it from use by competitors has a positive value to the Client. Failure to authorize the start of service within 6 months of payment can result in forfeiture of all fees paid.
Fees paid to Facebook, Google and other entities are governed under their own terms of service and are paid directly from client. Client agrees to be bound by the applicable terms of service of these 3rd party companies and authorizes Company to act as their Agent for the purposes of delivering the Services.
Monthly Service Anniversary and Billing
Following any initial commitment period, services are provided on a month-to-month basis. The monthly basic service anniversary for a clients main paid marketing program campaign is set as 1 month after the delivery of the first lead and each month thereafter on the same day of the month. The service anniversary for clients Integrated Marketing Sites is set as 1 month after the initial site goes live and each month thereafter on the same day of the month.
All fees are due and collected via credit card on file 7 business days ahead of the basic service anniversary date to allow time for any payment issues to be resolved without disrupting service.
Unless otherwise noted, additional services such as additional campaigns, event promotion campaigns, remarketing and most other services beyond the basic program are charged for immediately upon your formal order and then charged monthly on the monthly anniversary of their order date. All set-up fees are collected immediately and in advance and are non-refundable.
Billing or payment issues may cause delay, suspension and/or account closure. If you anticipate any billing issues or need to change cards on file for either your program fees or the Facebook advertising costs, please contact your Campaign Manager.
Account Cancellation (Non Renewal)
In the case a client delays start of the paid portion of the campaign for more than 30 days after the initial payment, the account may be closed with or without refund, resources re-purposed and the territory made available to other potential clients.
Either party is free to stop the renewal of the services or any aspect of the program at any time and for any reason with written (email or postal) notice to the other. In such case the service will continue until the end of the current service term and not be renewed. with Client incurring no further charges from Company (Note: there may be final charges from third parties such as Facebook, Google, etc who settle their accounts in arrears.).
If you wish to cancel any portion of your services, you agree to contact us at least 10 days before your monthly basic service anniversary date to avoid being charged program fees for your next month. We commit resources several days in advance of your monthly service term in order to keep your program running smoothly. Thus, we cannot offer refunds once your card has been charged. Service terms and fees are not pro-rated. There are no partial or fractional service terms.
In the event of you electing for services non-renewal, if desired by Client, Company will turn off any paid ads running for any remaining service time you have paid for, or you may choose to continue to run the paid ads (and our regular service) until the final day of your final paid program service, in which case, Facebook, Google etc. will continue to charge you for the ads run.
Stopping paid ads or service before the end of your service term does not entitle Client to claim any refund. Canceling service nullifies and forfeits any unused services on account awarded as part of any referral or affiliate program.
In the case that your account becomes past due beyond the service anniversary date, we may elect to close your account. In case of account closure, any territory exclusivity and non-competition portions of the services are waived for both parties immediately. We may also close your account for misconduct, making public statements disparaging Company and/or its staff or associates or the services, material violation of this agreement or if we determine that continued association with you is no longer in the best interest of our organization. In such case, no refunds will be issued for service terms already paid and/or started and all services may stop immediately.
Facebook, Google and 3rd Party Platform Access Fees
Third-party advertising costs are billed directly to you by third parties per their own terms of service which you authorize us to obligate you to as your agent. As an agency, we maintain separate advertising accounts for each client's advertising expenditures. You may request a full accounting from your ad account at any time. We do not grant client access to ad accounts or other systems related to the Services.
Company is not responsible for disruptions to services caused by 3rd parties such as Facebook, Google, etc. This includes for reasons of account closure, account suspensions, invalid credit cards, service interruptions, system failures, hacking, computer viruses, governmental action etc. Company may work to resolve these issues with such action constituting valid and continued valuable services for Client under this agreement.
Paid Ads Pause
You may voluntarily pause your paid ads without canceling service. This is useful during personnel changes, vacations, or in the case that your schedule is full. During a pause, your account remains set up and active, and the rest of the service continues (i.e. email marketing, Campaign Manager duties) as do the program fees. Program fees may be halted only by permanently discontinuing service.
For services that involve running geographically targeted paid advertising on 3rd party platforms (such as Facebook or Google ads) you shall have an exclusive right to our advertising services to your industry (i.e. chiropractic, veterinarian, dental, auto repair, etc.) in 80% of the zip codes where we are targeting your paid ads for the duration of time such paid ads are running.
Clients engaged in services that do not include geographically paid advertising are not covered by territory exclusivity.
We reserve the right to accept non-competitive clients in your area or in your industry who, at the discretion of the Company, do not represent a significant competitive issue to your campaigns.
All territory exclusivity rights end in the event Company has determined the client is in violation of these terms of service and/or if an account has become overdue.
Competing Paid Advertising Campaigns
Most online ads are sold "auction style" meaning that multiple Facebook/Google etc. paid advertising campaigns running in the same area for the same facility will usually interfere with each other unless centrally controlled through the same ad account. To save Clients from bidding up prices against themselves in the auction and risking account closure by the ad platform, Client agrees to not deploy any other paid online campaigns beyond our services without Company approval. Running paid online ads outside our services (either internally or via another vendor) will almost certainly result in increased ad cost to you and potentially account suspension by the third parties.
Intellectual Property, Privacy and Indemnification
Except as noted below, the web sites, domain names, advertising accounts, custom audiences, social media accounts, landing pages, Facebook Fan Pages, images, design, copy, ads, phone numbers, newsletters, training documents, videos, scripts, reports, etc. that are deployed, shared, created, or used in the course of this agreement shall remain owned and controlled exclusively by us regardless of any of your input or contribution in their development. Copies or versions of these may be deployed by us for other clients and in content and promotion for Company services without restriction.
Client retains ownership to any pre-existing Facebook personal page, fan pages, logos, brand names, databases/lists and branded content. In the case of the termination of services, tracking phone numbers rented from outside vendors may be transferred to an account opened, funded and controlled by Client within 30 days upon request. Request for such transfer must be made before the final day of Client's paid service term. The leads resulting from your campaign also remain yours exclusively in perpetuity as do any mailing lists generated or provided to the Company by the Client. The Company does not provide non-service related access to your leads or lists unless requested to do so by legal authorities. Requests to have a copy of your mailing list/database sent to you must be received along with your account termination notice. We do not provide copies of your mailing list, leads or other data after the end of paid services. Any email list, database, leads information or other data generated during the performance of the Services should be copied or captured by the Client prior to the last day of paid services. After that day, we are not responsible for return, backup or retention of any data related to the Services.
Grant of License
You grant us perpetual non-exclusive license to display your logo, name, images, written testimonials, video testimonials and any other intellectual property owned, sub-licensed or controlled by you in promotional campaigns conducted under this agreement and for the purposes of promoting Company services to other prospective clients.
No Service Or Contract Transfer
You may not assign or transfer your rights under this agreement to any other entity or person. You may not give access to any Company system to anyone outside your organization (ie. other vendors).
Testimonials & Case Studies
Providing us with a testimonial in any format (video, email, text or verbally) shall be deemed agreement with our talent release form which is hereby made a part of these Terms Of Service and survives termination of services. This is applicable to yourself and anyone acting on your behalf or in the service of your organization. Additionally, you waive any intellectual property rights and protections plus include your unrevokable, unqualified and unlimited permission and full free release to publish and display any provided material in whole or in part for our own purposes. In providing a testimonial you agree that we may further create and distribute any derivative works, including case studies, that includes all or part of the testimonial, for inclusion in our marketing. A case study may reveal certain aspects of your results and business practices, and may include displaying your testimonial, logo, images, likeness and other intellectual property. You hold us harmless from all use of such materials used for any legal use. This clause survives in perpetuity the termination of services.
Partner, Affiliate and Referral Program
From time to time and with varying incentives, bonuses, awards, restrictions and other terms we will run programs where current clients can earn service credits through referring new clients to us. We reserve the absolute right to modify, cancel or withdraw any such program at any time as well as any rewards or other benefits of any kind accrued there-under to the Client.
For partners earning cash payments under our referral or other program, proper and required tax information must be provided to us prior to receiving any payment. Any such cash commissions, awards, etc. pending more than 90 days without us receiving proper paperwork shall be deemed forfeit. Requested tax forms must be sent to email@example.com.
With the exception of Protected Health Information to be used in the performance of services, you warrant that any content provided to Company shall be free from any restrictions on public display and unlimited promotional use. This includes but is not limited to copyright, HIPAA, or other privacy regulations or laws. You provide a non-exclusive, perpetual license for such provided materials and agree to hold harmless, indemnify, and defend us and our personnel, agents, associates or principals in the case of any disputes, alleged or actual infringement, or other issues arising from the use of the content you provided. Our HIPAA Compliance Officer can be reached via [email protected]
Success stories, testimonials and case studies, or parts thereof, may be pooled between multiple clients with similar service offerings and may be edited and used for other non-competitive clients with similar campaigns without identifying your facility or implying your endorsement. Success stories and case studies, or parts thereof, from similar programs operated by others may be used in your promotion programs under similar agreements. Such cross-use of material is disclosed to the public.
Laws and Regulations Compliance
We will endeavor to abide by all local, professional, and state regulations regarding the providing of the service as we understand them. However, the final responsibility and risk is yours for any legal, professional, consumer, public or other adverse consequences resulting from the execution of the services as described herein by us and to hold us, our agents, contractors, staff, and vendors harmless against any damages or claims resulting in whole or in part, directly or indirectly, as a result of the activities under this agreement.
We record program-generated lead calls for quality and statistical purposes. We shall cause an automatic notice to alert callers that calls may be recorded. You are obligated to notify any additional personnel (such as your staff) who require legal notification of call recording under the laws of your state.
Calls to and from our office may also be recorded.
Facilities and practitioners who engage in unsupported services are disqualified for service with us. It is our policy that we do not accept as clients or promote any facility that engages in any form of mental treatments through the use of electronic/magnetic transmission devices, drugs, or psychotherapy. Treatments for “ADHD,” depression, learning problems, anxiety and other mental or emotional issues must be natural, non-chemical, non-electrical and must not involve any form of psychological counseling (group, family or individual). This prohibition includes (but is not limited to) QNRT, NET (Neuro Emotional Technique), BEST (Bio-Energetic Synchronization Technique), rapid eye-technique, transcranial magnetic stimulation, brain stimulation, psyco-pharmaceuticals, electromagnetic pulse (used for mental effect), ECT (Electro Convulsive Therapy), Vagus Nerve Stimulation, or cold/insulin shock therapies. This prohibition includes referring patients to practitioners at the same location who conduct such treatments or where one location of a multi-location practice engages in such services no matter how distant. Neurofeedback training is allowed if done without violation of any of the above and if deployed only to treat physical nervous system related issues.
We do not accept any facility or practitioner connected with the provision of substances or services that we consider to be harmful to the public, liable to be abused or without positive value as a service. This includes cannabis, THC or related mind altering derivatives, even when legalized in the client's area.
We do not accept dental clients with practices based significantly (more than 5%) upon providing sedation dental services or who seek to grow the percentage of sedation patients they see. Sedation patients are difficult to cultivate with our methods and make for the least desirable type of lead to generate. Therefore, while we do accept clients who provide sedation when medically necessary, we do not promote sedation services or support practices with this as a significant part of their business model.
Clients who are found to be engaged in any unsupported services may have their service terminated instantly and are not eligible for refunds of any kind. If a current client is unsure if a particular activity falls under the definition of an "unsupported service" they must contact their Campaign Manager prior to engaging in it.
Event, Seminar and Talks Promotion Service
This add-on service is month-to-month. You will only be charged for the months you use the event promotion service. We require 3 weeks advance notice to promote an event (1 week for set up and 2 weeks advanced promotion). This service requires an additional program fee and is in addition to a required Facebook ad budget. You will be charged upon ordering of this service from us. As with all our programs, your office will need to handle these inquiries directly and take action to ensure results. This program cannot succeed without significant coordinated action from your office. The service fee is non-refundable. However, if you cancel or re-schedule an event before Facebook ads promotion has begun, you may use the fee already paid for a future event.
Website Design and Hosting Services
Until client has paid a design fee to Company, the design, copy, most images and code remain the intellectual property of the Company. Domain names cannot be transferred or re-pointed until a design fee has been collected.
The Company, including all its executives, employees and associates do not provide any form of management, legal, professional, financial, tax, medical, investment, employment or business consulting under this agreement. We do not provide IT (Internet Technology) consulting or assistance. Any advice on any of these topics given before, after or during the term of this agreement shall be deemed incidental and free advice without any warranty or commercial value.
If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable. Section titles in this document are for convenience purposes only.
The failure to enforce performance of any provision by either party shall not affect either's right to require performance at any time thereafter, nor shall a waiver of any breach or default of this contract constitute a waiver of any subsequent breach or default or a waiver of the provision itself.
Agreements in writing such as these "Terms of Service" are to protect both parties and clearly define the relationship and responsibilities of each. This agreement constitutes the entire agreement between the parties with respect to its subject matter. It supersedes all previous agreements and understandings between the parties.
The parties agree that email is a valid notification mechanism for all activities under this agreement.
Clients who feel that they have been treated unfairly, did not receive what they were promised under these Terms Of Service or who otherwise are upset may file a dispute with the company Claims Verification Board. Disputes cannot be filed by underlings, agents, employees, or other client staff. Clients agree that their only recourse to settle a dispute shall be via the Company dispute resolution procedure as administered by the Claims Verification Board. Clients who take any action attempting to force action by the company outside lose the right to access the dispute resolution procedure.
These Terms Of Services may be modified at any time without notice with the most recent version being posted on this page. These Terms Of Service may not be amended outside of this document.
End of Document
Updated version 3 June 2021
1856 Buford Hwy, Suite 104
Duluth, GA 30097