The AD Leaf Marketing Firm

The AD Leaf Marketing Firm, LLC Website Terms of Use

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY.

Welcome to the Additional Terms and Conditions for The AD Leaf Marketing Firm, LLC (the “Terms and Conditions”). These Terms apply in addition to those listed in the terms and conditions of your contract with The AD Leaf.

Acceptance of Terms
By signing your contract with The AD Leaf Marketing Firm, you agree to these Additional Terms and Conditions. These Terms are binding and enforceable in conjunction with the terms outlined in your primary contract with The AD Leaf. If there is any conflict between the terms in your contract and these Additional Terms and Conditions, the terms in the contract shall govern, unless expressly stated otherwise.

Since these Terms and Conditions are in addition to those listed in your contract, please review them thoroughly, paying special attention to the following sections:

Legal Fees
Recovery of Monies Owed
Chargeback Fraud
Non-payment and Service Suspension
Improper Cancellation
Cost Overages
Transferability of Contracts
Website Migration
Cooperation
Requests and Demands
Intellectual Property
Confidentiality
Termination and Payment Finality
Frivolous Claims Defense Reimbursement
Merger
Reliance
Third-Party Ad Service Billing and Payment
Assignment
Notice
Severance
No Cancellation for Cause Provision
Contract Buyout Terms
Non-Solicitation of Staff
Consent
Successors
Authority
Excessive Account Review/Management Fee
Counterparts
Voluntariness
Construction
Collections
Damages
Limitations of Liability

1. Legal Fees

In the event of a breach of contract by either party, the party in breach shall be responsible for paying all legal and attorney’s fees incurred by the non-breaching party in connection with the enforcement of this agreement. This includes, but is not limited to, fees for litigation, mediation, or arbitration, as well as any related costs necessary to protect the rights and interests of the non-breaching party.

2. Recovery of Monies Owed

In the event of non-payment or failure to fulfill financial obligations, we reserve the right to employ collections agencies or other means available to recover any outstanding amounts owed. This may include reporting the delinquent account to credit bureaus, which could impact the debtor’s credit score. By agreeing to these terms, you acknowledge and accept that any associated costs incurred during the collections process may be added to the total amount owed. You also agree to cooperate fully in the recovery process and understand that failure to pay will result in further legal action.

3. Chargeback Fraud

By using The AD Leaf’s services, Client acknowledges and agrees that any fraudulent chargeback shall be considered a material breach of this Agreement. Chargeback fraud occurs when a Client disputes a legitimate transaction with their bank or credit card issuer without valid justification. In the event of chargeback fraud, The AD Leaf may pursue all available remedies, including without limitation reporting the incident to law enforcement and credit bureaus and seeking recovery of any associated costs, fees, and losses incurred as a result of the chargeback fraud. The Client waives any and all causes of action related to the foregoing and covenants to fully cooperate in any investigation related to chargeback disputes.

4. Non-payment and Service Suspension

If the Client fails to pay any amounts owed for at least five (5) days after the due date, The Ad Leaf reserves the right to suspend all services. To reinstate services, the Client must pay a reactivation fee of $499, along with any outstanding balances. Additionally, a late payment fee will be assessed, which shall be 5% of the unpaid balance, in accordance with applicable Florida law. All amounts due, including the reactivation fee and late payment fee, must be paid in full before services are restored.

5. Improper Cancellation

Client acknowledges that this Agreement may only be canceled pursuant to the precise procedures provided herein. Any attempted cancellation which does not strictly comply with the requirements herein shall be ineffective.

6. Cost Overages

Client agrees to pay The AD Leaf $200 per hour for any services rendered which are outside the agreed-upon scope of work of this Agreement. This rate includes charges for overruns, additional meetings, phone calls, and ad hoc client requests or demands which exceed the proscribed scope of work, as well as any review, administrative, or record-keeping support performed outside the original terms of the contract. For urgent support requests, Client agrees to pay The AD Leaf an Expedited Service Fee of $395 per hour for same-day service and an Immediate Service Fee of $495 per hour for work completed within a two-hour timeframe. Client agrees that any request made via email, Basecamp, or text message shall constitute a written request under the instant section. Upon The AD Leaf’s response to and acceptance of the Client’s request, such acceptance shall be deemed an amendment to this Agreement, however, The AD Leaf shall not be required to fulfill such request unless and until Client pays all amounts owed under this Agreement and, if The AD Leaf so requests, paying any additional amounts relative to the request. The fee for such request shall default to the standard contract rate provided in this Agreement unless the request is an expedited or immediate request.

Client further agrees that additional charges shall accrue for various reasons, including without limitation:

Change Orders – where work is added to the original scope of work.
Overages – additional fees incurred due to factors such as failure or lack of communication, pausing and/or stopping production, or the necessity for additional resources or specialists.
Additional Assets – The AD Leaf anticipates a reasonable amount of project materials, resources, and/or assets necessary for the successful completion of the project. The Client is liable for any additional assets if quantities exceeding the initial estimate are procured at the Client’s request.
Scope Creep – when the scope of work is broadened during production at the Client’s request.
Physical Materials – Unless explicitly stated otherwise, the proposal and scope of work outline strategy, design, development, and other related services. Tangible materials, such as print collateral and physical marketing materials, shall be procured at additional cost to the Client.

Vendors and other third parties may also impose overage fees for plug-ins and other hosting services, and such fees may vary. The AD Leaf shall not be liable for paying such overage fees and is not responsible for notifying the Client of such fees when they become due. The Client is hereby advised to consider these potential charges when soliciting services which deviate from the original agreement. All overage fees shall be charged in arrears and are due upon invoicing.

7. Transferability of Contracts

In the event of a transfer of ownership of the client company (hereinafter referred to as the “Seller”) utilizing the services of The AD Leaf Marketing Firm (The AD Leaf), all existing contracts, agreements, and obligations between The AD Leaf and the Seller shall remain in full force and effect and shall be deemed automatically transferable to the new owner (hereinafter referred to as the “Buyer”) of the Seller’s business. The AD Leaf shall continue to fulfill its contractual obligations under the terms of the existing agreements without interruption following the change in ownership. The Seller shall provide prompt written notice to The AD Leaf of any change in ownership and shall facilitate communication between The AD Leaf and the Buyer to ensure a seamless transition of services. Furthermore, The AD Leaf reserves the right to require any necessary consents or approvals as may be stipulated in the respective contracts prior to the transfer. The parties hereby acknowledge that the transfer of contracts shall not alter or diminish the rights and obligations of either party as defined in the original agreements.

8. Website Migration

The Client shall pay a one-time website migration fee of $499 ($699 for e-commerce websites, dynamic websites, or database-driven websites), which is invoiced upon the completion of the work under this Agreement. This fee includes the process of transferring Client’s website data from The AD Leaf’s hosting environment to an alternative hosting provider. The AD Leaf will execute all necessary procedures, including the transfer of website files, databases, and associated content. This charge is required to facilitate the transition of Client’s website infrastructure upon the conclusion of Client’s Agreement with The AD Leaf.

9. Cooperation

Client shall provide such access to its information and property as may be reasonably determined by The AD Leaf to permit The AD Leaf to perform its obligations hereunder. Client acknowledges that any delays in Client’s response to The AD Leaf’s request for information, property, consent or otherwise may result in a delay in The AD Leaf’s performance and The AD Leaf’s ability to perform under any forecasted delivery schedule.

10. Requests and Demands

At The AD Leaf, we differentiate between requests and demands to ensure clear communication and effective project management.

Requests:
A client request is defined as any inquiry or proposal made by the client, regardless of whether it falls within the original scope of the contract. The AD Leaf will evaluate such requests and provide a formal quote for any additional work required. This quote will be presented to the client for review and approval in accordance with our standard change order and addendum procedures. Clients are encouraged to provide comprehensive details to facilitate accurate assessment and timely responses.
Demands:
A demand is characterized as an urgent client directive that necessitates immediate action due to pressing timelines, critical business needs, or unforeseen circumstances that could impact project deliverables or overall performance. The AD Leaf recognizes the importance of such demands and will prioritize them to ensure timely completion. In response to these urgent requests, the client acknowledges that they may incur expedited service fees as detailed in our terms. This ensures that we can allocate the necessary resources and maintain the high standards of service that our clients expect.
Any request communicated via email, Basecamp, text message, or other electronic means will be considered a written demand. Upon The AD Leaf’s response and acceptance, this will constitute an amendment to the Agreement through an addendum. However, The AD Leaf is not obligated to fulfill the request until all outstanding amounts owed under this Agreement are paid, along with any additional amounts related to the request, if required.

11. Intellectual Property

“Intellectual Property” means (a) text, graphics, photographs, contents, trade names and trademarks, and other artwork furnished by The AD Leaf to the Client for inclusion in any marketing program, all improvements thereto; (b) all copyrightable works and materials; (c) ideas expressed in any tangible or electronic medium of expression; (d) trade secrets, proprietary formulations, know-how, show-how, research and development results, projections, analyses, models, and other technical information and technology; (e) technical data; (f) computer software; (g) technical know-how; (h) any other legally recognized form of intellectual property; and (j) all rights in or to the foregoing. Until Client fully pays all open invoices and other amounts owed, The AD Leaf shall retain the exclusive rights and title to all work product, deliverables, and Intellectual Property which The AD Leaf has created or developed in the course of its work for Client. The AD Leaf and Client agree that all Intellectual Property created, invented, or developed by The AD Leaf or by The AD Leaf jointly with Client, which is related in any way to any products or services (or marketing for same) developed or work performed by The Ad Leaf under this Agreement shall be jointly owned by Client and The AD Leaf. However, The AD Leaf shall not use or provide said Intellectual Property to others to develop products or services which compete with Client’s products or services. Client represents and warrants that it has the legal right to use any code, scripts, data, copyright, trademark secrets, and or any other information and reports provided by Client for inclusion in its materials, and will hold harmless, protect, and defend The AD Leaf from any claim or suit arising from the use of such work.

12. Confidentiality
The parties shall not disclose any information relating to this Agreement to any person or entity other than each other, their professional and privileged advisors, and their spouses without written consent of the other party.

13. Termination and Payment Finality

Final Payment Requirement for Cancellation: Even in cases where a proper cancellation notice has been given and accepted, the cancellation of this Agreement shall only be deemed effective upon the receipt and clearance of all outstanding payments, including the final payment.
Effect of Chargeback or Reversal: If any final payment required for cancellation is subject to a chargeback, reversal, cancellation, or other disruption after the cancellation notice has been accepted:

The cancellation shall be deemed null and void.
This Agreement shall remain in full force and effect as though the cancellation had never occurred.
The non-cancelling party shall retain all rights to enforce the Agreement, including the right to demand full payment of the outstanding amount, interest, and any applicable damages.
Material Breach Due to Payment Reversal: A chargeback, reversal, or cancellation of the final payment will constitute a material breach of this Agreement. In such cases, the non-cancelling party may:
Seek all available legal remedies to recover the reversed payment and any associated costs or damages.
Suspend any obligations under the Agreement until payment is properly settled.
Reinstate the Agreement as fully operative, requiring the breaching party to fulfill all contractual obligations until payment is resolved.

14. Frivolous Claims Defense Reimbursement

In the event that The AD Leaf Marketing Firm, LLC (“The AD Leaf”) is required to defend itself against any false, frivolous, or unfounded claims, including but not limited to accusations of overbilling, misrepresentation of services, or any other legal action brought by the Client or any third party, the Client agrees to indemnify, hold harmless, and reimburse The AD Leaf for all reasonable legal fees, costs, and expenses incurred in the defense of such claims. Legal fees will be billed at a rate of $595 per hour. This includes but is not limited to attorney fees, court costs, administrative fees, and any other expenses related to the defense.

Additionally, in the event that executive-level intervention is necessary to address or resolve the matter, any time spent by The AD Leaf’s executives or senior management, at a rate of $595 per hour, will also be billed to the Client. The Client acknowledges and agrees that if any such claims are found to be unsubstantiated, The AD Leaf reserves the right to charge these defense-related costs, including legal fees and executive intervention, directly to the Client’s account. The Client further agrees to fully cooperate with The AD Leaf in defending against any such claims and acknowledges that false claims or accusations, including those related to billing practices, will be taken seriously and pursued to the fullest extent of the law.

15. Merger

No oral statement or prior written material not specifically mentioned herein shall be of any force or effect and no change in or addition to this Agreement shall be recognized unless evidenced by a writing executed by all parties hereto.

16. Reliance

Nothing provided herein shall give any person or entity other than the parties hereto any right to rely on any of the rights or obligations hereunder and likewise there are no third-party beneficiaries to this Agreement.

17. Third-Party Ad Service Billing and Payment

Third-Party Ad and/or Software Charges: Depending on the ad platform’s requirements, charges and any applicable taxes & fees incurred from third-party advertising services, platforms, or software will either be billed directly to the client’s provided payment instruments or passed through directly to the client by The AD Leaf Marketing Firm. These charges will be processed at the time and frequency the platform requires, with no delay in payment.
Payment Instrument Requirement: The client agrees to maintain a valid payment instrument required per-the-platform and Ad Leaf on file with The AD Leaf Marketing Firm to cover any marketing campaigns, advertising expenditures, and services where third-party platforms do not allow direct client billing.
Suspension for Non-Payment: Failure to maintain an active and valid payment instrument on file per-the-platform and Ad Leaf’s requirements will result in the immediate suspension of third-party ad services, supportive campaign software, including any ad spend, until appropriate payment arrangements are confirmed.

18. Assignment

Nothing contained in this Agreement shall be construed to permit assignment by Client of any of Client’s rights or obligations under this Agreement, and such assignment is expressly prohibited. However, this provision shall not be interpreted to prohibit The AD Leaf from subcontracting some or all work under this Agreement.

19. Notices

Whenever a notice is required to be given in writing under this Agreement, such notice shall be given by certified or registered mail, return receipt requested, and directed to the respective party at the party’s current mailing address.

20. Severance

In the event any portion of this Agreement is declared void, invalid, or unenforceable by a court of competent jurisdiction, such portion shall be reformed as closely as legally permissible to the original language, failing which such portion shall be severed from this Agreement, and the remaining provisions shall remain in effect, unless the effect of such severance would be to substantially alter the Agreement or obligations of the parties, in which case the Agreement may, in The AD Leaf’s sole and absolute discretion, be immediately terminated.

21. No Cancellation for Cause Provision

The AD Leaf Marketing Firm, LLC, does not recognize or accept any termination or cancellation of services based on a “for cause” basis, unless such a provision is explicitly specified within the executed service agreement or otherwise explicitly agreed to in writing by The AD Leaf. Any attempted termination, cancellation, or modification of the scope of services shall be valid only if strictly in accordance with the termination provisions and conditions outlined within the governing contract and these Terms and Conditions. Any verbal, implied, or informal requests for cancellation or adjustment shall be considered invalid, non-binding, and unenforceable. The AD Leaf reserves the right to enforce the original terms of the agreement, and all obligations thereunder shall remain in full force and effect unless terminated in strict compliance with the specified terms.

22. Contract Buyout Terms

Buyout Policy
Contract buyouts with The AD Leaf Marketing Firm, LLC (“The AD Leaf”) shall be considered and processed on a case-by-case basis, with no obligation on the part of The AD Leaf to approve any such request. Each request for a contract buyout will be subject to internal review to determine whether it complies with the terms of the original agreement and is in The AD Leaf’s best interests.

Buyout Fee
If a contract buyout is approved, the client (“Client”) shall be required to pay a non-refundable buyout fee of $799.00 (“Buyout Fee”). The Buyout Fee is separate from any other amounts owed under the contract and must be paid in full before the buyout takes effect. The Buyout Fee does not reduce, offset, or substitute for any other payment obligations.
Outstanding Financial Obligations
In addition to the Buyout Fee, the Client is responsible for settling all outstanding financial obligations under the original contract. This includes fees for services already rendered, campaign costs, and any other charges incurred prior to the buyout request. The Buyout Fee is in addition to these obligations and does not negate the Client’s responsibility to pay all amounts due.

Termination of Contractual Obligations
Once the Buyout Fee and all outstanding payments have been received, The AD Leaf will terminate its obligations under the contract. No further services or deliverables will be provided unless otherwise agreed in writing by both parties. Any incomplete or undelivered services will be deemed forfeited by the Client.

23. Non-Solicitation of Staff

During the term of the business relationship between the client and The AD Leaf Marketing Firm, LLC (“The AD Leaf”), and for a period of twelve (12) months following the termination or expiration of such relationship, whether voluntary or involuntary, the client agrees not to, directly or indirectly, solicit, induce, attempt to solicit or induce, hire, engage, or offer to hire or engage any current or former staff member or contractor of The AD Leaf (“Staff”) with whom the client had direct contact or knowledge of during the term of the relationship. This includes, but is not limited to, offering employment, consultancy, or any other engagement with The AD Leaf’s Staff.

A breach of this non-solicitation provision will entitle The AD Leaf to seek injunctive relief and any other legal remedies available, including but not limited to monetary damages to recover the costs associated with the recruitment, training, and potential loss of business resulting from the breach. The AD Leaf may also pursue recovery of legal fees and any additional damages permitted under applicable law.

24. Consent

The execution of this Agreement is made by them with their full informed knowledge, understanding and consent. They each acknowledge that they have had the opportunity to consult with an attorney if they choose to do so and that they are not relying on any statement, promise or representation made by any other party or its counsel that is not expressly set forth herein.

25. Successors

This Agreement shall be binding upon and inure to the benefit of the affiliates, successors, and permitted assigns of the parties to the full extent permitted by law.

26. Authority

The parties represent and acknowledge that the persons executing this Agreement below are authorized to bind the respective parties to this Agreement.

27. Excessive Account Review/Management Fee

By using the services provided by The AD Leaf Marketing Firm, you agree that in the event of a dispute requiring intervention by our executive team or legal department, a fee of $595.00 per hour will be charged. Circumstances that may warrant such fees include, but are not limited to:

Initiating chargebacks or disputes through your financial institution.
Unauthorized or improper cancellation of services.
Failure to make timely payments for services rendered.
Revoking, restricting, or denying access to credentials necessary for the continuation of services.
Breaching the “Steps to Successful Collaboration” or other policies outlined in our agreements.
Taking actions or omissions that disrupt services or necessitate additional administrative or legal intervention to resolve.

A detailed accounting of the time spent on your account will be provided upon invoicing. These fees will be billed separately, with payment due within seven (7) calendar days of the invoice date. Failure to remit payment within this timeframe may result in the suspension or termination of services and additional action, including legal remedies, to recover outstanding amounts.

28. Counterparts

This Agreement may be executed in duplicate counterparts, all of which together shall constitute a single document upon execution by all parties. Facsimile, copies, or electronically transmitted signatures, including copies executed using DocuSign or similar electronic signing applications shall be sufficient as if originals.

29. Voluntariness

The parties agree that they have voluntarily entered into this Agreement in consideration of the mutual promises, covenants, and agreements contained herein, and not as a result of any intimidation, coercion, duress, or pressure from anyone else. The parties further waive the right to assert that they were induced to enter into this Agreement by anything other than the express terms and conditions hereof and expressly waive all inducements, whether fraudulent or otherwise.

30. Construction

Each of the parties hereto acknowledge and agree that they have actively and with full understanding participated in the drafting and negotiation of this Agreement, and for all purposes, therefore, this Agreement shall be deemed to have been drafted jointly by each of the parties. The parties further acknowledge and agree that all of the terms and conditions of this Agreement have been negotiated at arm’s-length and that this Agreement has been negotiated, prepared, and executed without fraud, and each party hereby waives and releases any claim of, fraud in the inducement, duress, undue influence, or coercion of any kind or nature whatsoever having been exerted by or imposed by any party. No provision of this Agreement shall be construed against or interpreted to the disadvantage of any party to this Agreement by any court or other governmental or judicial authority by reason of such party having or being deemed to have structured, dictated, or drafted such provision. The captions herein are solely for convenience and shall not be used to interpret this Agreement.

31. Collections

If either party commences an action against the other to enforce any of the terms hereof or because of the breach of any of the terms hereof, the prevailing party shall be entitled to recover from the non-prevailing party its reasonable attorney’s fees and expenses incurred in connection therewith, including but not limited to “fees for fees”. The right to such attorney’s fees and expenses shall be deemed to have accrued upon the commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. Except as otherwise provided herein, interest on amounts which are past due, including without limitation attorney fees and costs, shall accrue at the rate of 18% per annum from the date of the default and shall apply both pre-judgment and post-judgment. The AD Leaf may employ collections agencies or other means to recover amounts owed, including without limitation reporting delinquent accounts to credit bureaus, which could impact the debtor’s credit score. By agreeing to this Agreement, the Client acknowledges and agrees that any associated costs incurred during the collections process shall be included in the total amount owed.

32. Damages

To the maximum extent permitted by applicable law, The AD Leaf shall not be liable for any lost profits, lost revenues, nor for any indirect, special, incidental, consequential, or punitive damages regardless of how same were caused, whether in contract, tort or under any other theory of liability, and whether or not The AD Leaf has been advised of the possibility of such damages. In all cases, The AD Leaf’s maximum liability shall not exceed the sum indicated by the preceding section hereof. The AD Leaf does not guarantee search engine results and shall have no liability for same.

33.Limitation of Liability

Except as provided under this agreement (whether in contract, tort, or any other theory of liability), The AD Leaf’s liability shall be limited to the lesser of (a) the amount paid by Customer hereunder in the six months preceding the incident, or (b) $5,000, and in no event shall The AD Leaf’s aggregate liability arising out of or related to this agreement (whether in contract, tort, or under any other theory of liability) exceed $10,000.

Terms and Conditions