TERMS OF SERVICE
CLICK AUTOMATIONS TERMS & CONDITIONS
This Agreement governs the professional marketing, advertising, AI automation, consulting, and subscription services provided by Click Automations, LLC.
Please review this Agreement carefully before purchasing. If you have questions, we encourage you to ask before execution.
Click Automations LLC - Master Services Agreement
This Master Subscription & Services Agreement ("Agreement") is entered into between Click Automations LLC, an Arizona limited liability company ("Click Automations," "Company," "we," "our," or "us"), and the individual or entity purchasing or using our Services ("Client," "you," or "your").
This Agreement becomes effective on the date Client first accepts it electronically, signs it, submits payment, or directs Click Automations to begin providing Services, whichever occurs first ("Effective Date").
This Agreement governs every product, subscription, software application, consulting engagement, implementation project, marketing campaign, advertising service, automation, artificial intelligence service, website, landing page, funnel, CRM configuration, webinar, digital product, training program, coaching engagement, support service, and any other professional services provided by Click Automations unless the parties execute a separate written agreement that expressly replaces this Agreement.
By accepting this Agreement, Client acknowledges that they have read it carefully, understand its contents, and agree to be legally bound by all of its terms and conditions.
Article 1. Acceptance of Agreement
Client accepts this Agreement by taking any of the following actions:
a. Electronically signing this Agreement.
b. Clicking any button labeled "Accept," "Activate," "Purchase," "Subscribe," "Checkout," or any similar acceptance button.
c. Checking a box indicating acceptance of this Agreement.
d. Paying an invoice or subscription issued by Click Automations.
e. Accessing or using any Service provided by Click Automations.
f. Requesting that Click Automations begin work on Client's behalf.
Client agrees that electronic signatures, electronic records, and electronic acceptance have the same legal force and effect as an original handwritten signature to the fullest extent permitted by applicable law.
Article 2. Entire Agreement
This Agreement, together with any applicable Statement of Work, Proposal, Order Form, Privacy Policy, Acceptable Use Policy, Data Processing Addendum, invoices, onboarding acknowledgements, and any documents specifically incorporated by reference, constitutes the complete and exclusive agreement between the parties.
This Agreement supersedes all prior discussions, emails, proposals, marketing materials, demonstrations, webinars, telephone conversations, text messages, presentations, negotiations, and other communications concerning the Services.
Client acknowledges that no verbal statement, marketing material, sales presentation, webinar, social media post, demonstration, or email created an obligation that is not expressly stated in this Agreement.
Any modification to this Agreement must be in writing and signed by both parties.
Article 3. Order of Precedence
If more than one agreement applies to a particular engagement, the documents shall control in the following order:
A signed Statement of Work.
A signed written amendment.
This Master Subscription & Services Agreement.
The Privacy Policy.
The Acceptable Use Policy.
Any other incorporated documents.
No purchase order, vendor onboarding document, or client-generated terms shall modify this Agreement unless expressly accepted in writing by Click Automations.
Article 4. Eligibility and Authority
Client represents and warrants that:
Client is at least eighteen (18) years of age.
Client has the legal capacity to enter into this Agreement.
If acting on behalf of a business entity, Client has authority to bind that entity.
All information provided to Click Automations is accurate and complete.
Client will promptly notify Click Automations of any material changes affecting the Services.
Click Automations may rely upon the authority of any person who reasonably appears to act on Client's behalf unless notified otherwise in writing.
Article 5. Independent Contractor Relationship
Click Automations provides marketing, technology, automation, software implementation, consulting, artificial intelligence, and related professional services.
Nothing contained in this Agreement creates a partnership, joint venture, fiduciary relationship, agency relationship, employment relationship, franchise, or other legal association between the parties.
Neither party has authority to bind the other except as expressly stated in this Agreement.
Click Automations is not acting as Client's attorney, accountant, investment adviser, insurance adviser, broker-dealer, fiduciary, tax professional, or regulatory compliance consultant. Client remains solely responsible for obtaining independent professional advice regarding legal, tax, accounting, insurance, financial, or regulatory matters applicable to Client's business.
Article 6. Good Faith Cooperation
The parties agree to work together in good faith throughout the engagement.
Client acknowledges that successful implementation depends upon timely communication, complete information, prompt approvals, and active participation.
Client agrees to provide requested credentials, marketing assets, branding materials, website access, advertising account access, CRM access, domain registrar access, DNS information, scheduling availability, and other information reasonably requested by Click Automations.
Any delay caused by Client's failure to provide information, approvals, or access may extend implementation timelines, delay campaigns, postpone project milestones, reduce campaign performance, or otherwise affect the Services. Such delays shall not constitute a breach of this Agreement by Click Automations.
Article 7. Definitions
For purposes of this Agreement, the following terms shall have the meanings set forth below.
"Account" means any account established by or on behalf of Client with Click Automations, including any subscription, software account, CRM account, marketing platform account, client portal, or related online service.
"Advertising Platforms" means any third-party advertising, social media, search engine, display advertising, video advertising, or marketing platform used in connection with the Services, including but not limited to Meta, Facebook, Instagram, Google Ads, YouTube, LinkedIn, Microsoft Advertising, TikTok, X (formerly Twitter), Pinterest, and any successor platforms.
"Artificial Intelligence" or "AI" means any machine learning, generative artificial intelligence, large language model, predictive technology, automation engine, AI assistant, AI agent, image generation tool, voice generation tool, chatbot, or similar technology used by Click Automations in providing the Services.
"Business Day" means Monday through Friday, excluding federal holidays observed in the United States.
"Campaign" means any advertising campaign, lead generation campaign, webinar campaign, appointment generation campaign, email campaign, SMS campaign, automation sequence, remarketing campaign, search campaign, display campaign, social media campaign, video campaign, or other marketing initiative created, managed, or optimized by Click Automations.
"Client Content" means all text, copy, images, graphics, photographs, videos, audio recordings, logos, trademarks, branding materials, advertisements, marketing materials, websites, landing pages, social media content, documents, software, files, creative assets, and other materials that are provided, uploaded, submitted, approved, or directed by Client for use in connection with the Services.
"Client Data" means all information relating to Client, Client's customers, prospects, leads, employees, contractors, vendors, or business operations that is processed, transmitted, stored, or accessed in connection with the Services.
"Confidential Information" means any non-public business, financial, technical, operational, marketing, customer, software, security, pricing, strategic, or proprietary information disclosed by either party, whether oral, written, electronic, visual, or otherwise, that reasonably should be understood to be confidential under the circumstances.
"CRM" means any customer relationship management system, marketing automation platform, customer database, pipeline management system, communication platform, or similar software utilized in connection with the Services, including GoHighLevel and comparable platforms.
"Deliverables" means all work product specifically identified in an applicable Statement of Work or service package, including websites, landing pages, advertisements, marketing copy, email campaigns, SMS campaigns, automation workflows, webinar presentations, graphics, videos, reports, dashboards, AI prompts, software configurations, and related materials produced for Client.
"Effective Date" means the date this Agreement becomes legally binding pursuant to Article 1.
"Fees" means all subscription fees, management fees, consulting fees, implementation fees, licensing fees, training fees, professional service fees, recurring charges, and any other amounts owed by Client under this Agreement.
"Implementation" means the onboarding, configuration, integration, setup, customization, migration, installation, development, or deployment of Services performed by Click Automations.
"Intellectual Property" means all copyrights, trademarks, trade secrets, patents, patent rights, service marks, trade dress, domain names, proprietary methods, software, source code, object code, algorithms, workflows, prompts, templates, documentation, training materials, know-how, business processes, methodologies, inventions, and other proprietary rights recognized under applicable law.
"Lead" means an individual or business that expresses interest in Client's products or services through a marketing campaign, advertising campaign, webinar registration, contact form, phone call, text message, email inquiry, appointment request, or other engagement. A Lead is not a guarantee of a qualified prospect, appointment, customer, sale, or revenue.
"Order Form" means any proposal, quote, checkout page, electronic order form, invoice, subscription enrollment, payment authorization, or similar document describing the Services purchased by Client.
"Personally Identifiable Information" or "PII" means any information that identifies or reasonably could identify a natural person, including names, addresses, telephone numbers, email addresses, government-issued identification numbers, financial account information, biometric information, IP addresses where applicable, and any other data protected under applicable privacy laws.
"Professional Services" means consulting, implementation, strategy, marketing management, campaign management, creative services, AI configuration, automation development, software implementation, technical support, training, coaching, and all other services provided by Click Automations.
"Services" means all products and services offered by Click Automations, including subscriptions, software, artificial intelligence services, marketing services, advertising management, CRM implementation, automation development, websites, landing pages, funnels, webinars, consulting, coaching, digital products, training, and any related professional services purchased by Client.
"Statement of Work" or "SOW" means any written agreement, proposal, order form, or similar document that describes the specific Services, Deliverables, timeline, pricing, or scope applicable to a particular engagement.
"Subscription" means any recurring monthly, quarterly, annual, or other automatically renewing service purchased by Client.
"Third-Party Platform" means any software, website, application, cloud service, API, advertising platform, payment processor, communication platform, hosting provider, registrar, AI provider, or technology service that is owned, operated, or controlled by a party other than Click Automations. This includes, without limitation, Meta, Google, GoHighLevel, OpenAI, Anthropic, Microsoft, Twilio, Stripe, Zoom, GoDaddy, Cloudflare, WebinarKit, YouTube, LinkedIn, and any successor services.
"User" means any owner, employee, contractor, representative, or authorized individual who accesses or uses the Services on behalf of Client.
Whenever the singular form of a defined term is used in this Agreement, it shall include the plural where the context reasonably requires, and vice versa. Headings are provided for convenience only and shall not affect the interpretation of this Agreement.
Article 8. Scope of Services
8.1 General Scope
Click Automations provides professional marketing, advertising, technology, automation, artificial intelligence, consulting, implementation, and related business services designed to assist Client in marketing, lead generation, customer engagement, automation, and business growth.
Services may include, but are not limited to:
Digital advertising management
Search engine advertising
Social media advertising
Marketing strategy and consulting
Artificial intelligence implementation
AI prompt development
AI chatbot configuration
AI voice agent implementation
Customer relationship management (CRM) implementation
Marketing automation
Email marketing
SMS marketing
Ringless voicemail campaigns
Webinar development
Webinar marketing
Landing page development
Funnel development
Website design and optimization
Search engine optimization (SEO)
Local search optimization
Analytics and reporting
Appointment scheduling automation
Reputation management
Training and coaching
Consulting services
Software configuration
Integration of third-party software
Intent data marketing solutions
Other products or services offered by Click Automations from time to time.
The specific Services purchased by Client shall be identified in the applicable Statement of Work, Order Form, Proposal, Subscription, or other written documentation accepted by both parties.
8.2 Services Not Included
Unless expressly stated in writing, Click Automations does not provide:
Legal advice
Tax advice
Accounting services
Financial planning
Investment advice
Insurance advice
Regulatory compliance consulting
Cybersecurity consulting
Penetration testing
Managed IT services
Website hosting
Email hosting
Domain registration
Telephone support twenty-four (24) hours per day
Emergency response services
Unlimited revisions
Unlimited consulting
Unlimited custom development
Data recovery services
Forensic investigations
Business valuation services
Human resources consulting
Sales training
Call center services
Licensed professional services requiring state or federal licensure unless separately contracted.
Any request for services outside the agreed scope may be accepted or declined by Click Automations in its sole discretion and, if accepted, may require a separate Statement of Work, change order, or additional fees.
8.3 Statements of Work
The parties may enter into one or more Statements of Work during the course of their relationship.
Each Statement of Work may define:
Services to be performed
Deliverables
Project milestones
Estimated implementation timelines
Pricing
Payment schedules
Advertising budgets
Subscription terms
Additional terms applicable to that engagement.
If a Statement of Work conflicts with this Agreement regarding the specific Services described therein, the Statement of Work shall control only for those Services. All remaining provisions of this Agreement shall continue to apply.
8.4 Changes in Scope
Client may request modifications to the agreed scope of Services at any time.
Click Automations may evaluate the requested changes and determine, in its reasonable discretion, whether the requested work falls within the existing scope or constitutes additional work.
If Click Automations determines that additional work is required, Click Automations may require:
a written change order;
a revised Statement of Work;
additional implementation fees;
revised subscription pricing;
revised project timelines; or
additional deposits before commencing the requested work.
Click Automations shall have no obligation to begin work outside the agreed scope until the parties reach written agreement regarding such changes.
8.5 Estimated Timelines
Unless expressly stated otherwise in writing, all implementation dates, launch dates, delivery dates, completion dates, milestone dates, and project schedules are estimates only.
Estimated timelines assume that Client timely provides:
requested information;
account credentials;
approvals;
branding materials;
website access;
advertising account access;
CRM access;
domain access;
required assets; and
responses to reasonable requests for information.
Any delay caused by Client, a Third-Party Platform, internet outages, software failures, vendor delays, governmental actions, or events beyond the reasonable control of Click Automations shall automatically extend all estimated timelines without constituting a breach of this Agreement.
8.6 Client Cooperation
Client acknowledges that successful implementation of the Services requires ongoing participation and cooperation.
Client agrees to:
attend scheduled onboarding meetings;
participate in strategy sessions as reasonably requested;
provide accurate information;
review deliverables promptly;
provide approvals or requested revisions within five (5) business days unless otherwise agreed in writing;
notify Click Automations of material changes affecting the engagement; and
promptly communicate issues or concerns that may impact the Services.
Failure to timely cooperate may result in delayed implementation, suspension of Services, reduced campaign performance, additional fees, rescheduled project timelines, or other impacts for which Click Automations shall not be responsible.
8.7 Client Delays
If Client fails to provide required information, approvals, assets, credentials, or access necessary for Click Automations to perform the Services for a period exceeding fifteen (15) consecutive calendar days, Click Automations may suspend work until Client fulfills its obligations.
During any period of suspension resulting from Client's delay:
recurring subscription fees shall continue unless otherwise agreed in writing;
implementation timelines shall be extended accordingly;
previously scheduled launch dates may no longer be available;
Click Automations may reassign internal personnel to other projects; and
Client may be required to reschedule implementation based upon future availability.
Such suspension shall not constitute a default or breach by Click Automations.
8.8 No Exclusivity
Unless expressly stated in a separately executed written agreement, nothing in this Agreement grants Client any exclusive marketing territory, exclusive advertising strategy, exclusive lead source, exclusive technology, or exclusive use of Click Automations' personnel, methodologies, templates, workflows, prompts, automation systems, or proprietary business processes.
Click Automations reserves the right to provide similar or identical Services to other clients, including businesses operating within the same industry or geographic market, provided that Click Automations does not disclose Client's Confidential Information.
8.9 Continuous Improvement
Client acknowledges that marketing technologies, artificial intelligence tools, advertising platforms, software providers, consumer behavior, and industry best practices continue to evolve.
Accordingly, Click Automations reserves the right to modify internal workflows, software tools, automation methodologies, AI providers, advertising techniques, reporting formats, implementation processes, and operational procedures when such changes are reasonably intended to improve the quality, efficiency, security, reliability, or effectiveness of the Services, provided that such modifications do not materially reduce the overall Services purchased by Client.
Article 9. Client Responsibilities
9.1 General Responsibilities
Client acknowledges that the successful performance of the Services depends upon Client's active participation, timely communication, and continued cooperation throughout the engagement.
Client agrees to act reasonably and in good faith and to provide the information, access, approvals, and assistance necessary for Click Automations to perform the Services.
Client understands that Click Automations cannot perform certain Services without Client's cooperation and that delays or failures by Client may negatively affect implementation schedules, campaign performance, automation functionality, reporting accuracy, and overall results.
9.2 Account Access
Client shall provide Click Automations with timely access to all accounts, software platforms, websites, applications, domains, hosting environments, advertising platforms, analytics platforms, CRM systems, payment platforms, communication tools, and other systems reasonably necessary to perform the Services.
Such access may include, without limitation:
Meta Business Manager
Facebook Pages
Instagram Business Accounts
Google Ads
Google Analytics
Google Tag Manager
Google Search Console
YouTube
GoHighLevel
GoDaddy
Cloudflare
Stripe
Twilio
Webinar platforms
Website hosting providers
Domain registrars
Email service providers
Calendar systems
Scheduling software
Other Third-Party Platforms used by Client.
Client represents that it has the legal authority to grant such access.
9.3 Accuracy of Information
Client represents and warrants that all information, instructions, data, business information, branding materials, pricing, disclosures, compliance information, marketing claims, and other materials supplied to Click Automations are accurate, complete, current, and lawful.
Click Automations shall be entitled to rely upon information supplied by Client without independently verifying its accuracy unless otherwise agreed in writing.
Click Automations shall not be liable for errors, delays, regulatory issues, advertising disapprovals, or damages resulting from inaccurate or incomplete information provided by Client.
9.4 Timely Responses
Client agrees to respond to reasonable requests for approvals, revisions, credentials, feedback, assets, or additional information within five (5) business days unless another response period is agreed to in writing.
If Client fails to respond within that period, Click Automations may:
postpone implementation;
delay campaign launches;
suspend work until the requested information is received;
reassign project resources;
revise project timelines; or
continue performing Services using the most recently approved information when commercially reasonable to do so.
Click Automations shall not be responsible for delays resulting from Client's failure to respond promptly.
9.5 Required Onboarding
Client acknowledges that onboarding is an essential part of the Services.
Unless otherwise agreed in writing, Client shall schedule and attend the initial onboarding meeting within three (3) business days after account activation or purchase.
The purpose of onboarding includes:
establishing project objectives;
reviewing implementation requirements;
collecting required credentials;
identifying necessary integrations;
confirming Client expectations;
reviewing project timelines; and
ensuring that Click Automations has the information necessary to begin implementation.
If Client fails to complete onboarding within a reasonable time after repeated attempts by Click Automations to schedule the meeting, Click Automations may suspend implementation until onboarding is completed.
9.6 Client Review and Approvals
Client agrees to review all deliverables submitted for approval in a timely manner.
This includes, where applicable:
advertisements;
landing pages;
websites;
webinar presentations;
email campaigns;
SMS campaigns;
graphics;
videos;
AI-generated content;
automation workflows;
chatbot responses;
voice agent scripts; and
other marketing materials.
Client shall promptly communicate requested revisions or provide written approval.
Client acknowledges that failure to review deliverables may delay implementation and affect campaign performance.
9.7 Responsibility for Final Approval
Client retains sole responsibility for approving all marketing materials, advertising copy, disclosures, offers, pricing, promotions, claims, legal notices, compliance language, and other public-facing content before publication.
Click Automations may recommend revisions or provide creative suggestions, but Client remains solely responsible for ensuring that all approved content accurately reflects Client's business and complies with all applicable laws, regulations, licensing requirements, contractual obligations, and industry standards.
Unless Click Automations publishes material that materially differs from Client's approved version, Client assumes responsibility for content after granting final approval.
9.8 Client Credentials and Security
Client is solely responsible for maintaining the security of its accounts, passwords, authentication methods, security keys, recovery information, and administrator access.
Client agrees to:
use commercially reasonable password security practices;
enable multi-factor authentication whenever available;
promptly remove former employees and contractors from account access;
promptly notify Click Automations of any suspected unauthorized access;
maintain current recovery email addresses and telephone numbers associated with Client accounts; and
promptly change passwords following any suspected security incident.
Click Automations shall not be responsible for losses arising from compromised credentials, unauthorized access, phishing attacks, social engineering, credential sharing, weak passwords, or Client's failure to implement reasonable account security measures.
9.9 Compliance with Laws
Client is solely responsible for ensuring that its business, products, services, advertising, communications, websites, promotions, customer interactions, and marketing activities comply with all applicable federal, state, local, and international laws.
Where applicable, this responsibility includes compliance with laws governing:
advertising;
consumer protection;
privacy;
email marketing;
text messaging;
telemarketing;
financial services;
insurance;
investment advisory services;
licensing;
healthcare;
accessibility;
intellectual property; and
data protection.
Click Automations does not monitor Client's ongoing legal compliance and shall not be responsible for advising Client regarding applicable legal or regulatory requirements.
9.10 Duty to Mitigate
Client agrees to promptly notify Click Automations of any issue that may materially affect the Services.
If Client believes an error has occurred, Client agrees to provide Click Automations with a reasonable opportunity to investigate and, where appropriate, correct the issue before incurring unnecessary costs or damages.
Client further agrees to take commercially reasonable steps to reduce or avoid avoidable losses.
Nothing in this section limits any rights otherwise available under applicable law, but the parties acknowledge that cooperation and timely communication are essential to minimizing potential damages.
9.11 Client Personnel
Client shall designate one primary decision-maker with authority to provide instructions, approvals, and project direction on behalf of Client.
Click Automations may rely upon instructions received from that individual unless Client provides written notice designating a different authorized representative.
Client shall remain responsible for resolving conflicting instructions provided by multiple representatives.
9.12 Failure to Perform Client Responsibilities
Client acknowledges that failure to satisfy the responsibilities described in this Article may:
delay implementation;
postpone project completion;
reduce campaign performance;
suspend Services;
require additional implementation work;
result in additional fees where applicable; or
otherwise affect the successful performance of the Services.
Click Automations shall not be responsible for losses, delays, reduced performance, missed opportunities, or other consequences resulting from Client's failure to fulfill its obligations under this Agreement.
Article 10. Implementation and Onboarding
10.1 Purpose of Implementation
The implementation process is intended to establish the foundation necessary for Click Automations to successfully provide the Services purchased by Client.
Implementation may include project planning, discovery, strategy development, account configuration, software setup, CRM configuration, advertising account preparation, automation development, artificial intelligence configuration, integration of Third-Party Platforms, creative development, campaign preparation, technical configuration, testing, training, and other activities reasonably necessary to prepare the Services for launch.
Implementation requirements vary depending upon the Services purchased.
10.2 Required Onboarding
Client acknowledges that onboarding is an essential requirement for most Services provided by Click Automations.
Unless otherwise agreed in writing, Client agrees to schedule and attend an onboarding meeting within three (3) business days following account activation or purchase.
The onboarding meeting is intended to:
establish project objectives;
review Client's business goals;
identify implementation priorities;
obtain necessary account access;
collect required credentials;
review branding requirements;
identify compliance considerations communicated by Client;
review project timelines;
answer implementation questions; and
establish communication procedures.
Client acknowledges that implementation cannot begin until Click Automations has received the information reasonably necessary to perform the Services.
10.3 Client Participation
Client agrees to actively participate throughout implementation.
Client shall provide, as reasonably requested:
login credentials;
account permissions;
branding materials;
logos;
website content;
business information;
photographs;
videos;
disclosures;
compliance language;
webinar content;
scheduling preferences;
advertising assets;
customer information where applicable;
technical documentation; and
other materials reasonably necessary to perform the Services.
Client represents that it has the legal authority to provide all such materials.
10.4 Estimated Implementation Timeframes
Unless expressly stated in a signed Statement of Work, implementation timelines are estimates only.
Following completion of onboarding and receipt of all required information, Click Automations will make commercially reasonable efforts to begin implementation promptly.
Certain implementation activities may reasonably require several business days or longer depending upon:
project complexity;
responsiveness of Client;
availability of Third-Party Platforms;
software integrations;
advertising platform review times;
technical requirements;
project scope; and
current implementation workload.
Estimated timelines are not guarantees of completion dates.
10.5 Delays Beyond Click Automations' Control
Implementation may be delayed by circumstances outside the reasonable control of Click Automations.
Examples include:
delayed Client responses;
incomplete information;
missing credentials;
advertising platform reviews;
account verification requirements;
software outages;
internet interruptions;
hosting issues;
domain verification;
third-party vendor delays;
security reviews;
API limitations;
governmental actions;
force majeure events; or
other events beyond Click Automations' reasonable control.
Such delays shall automatically extend implementation timelines without constituting a breach of this Agreement.
10.6 Review of Deliverables
As implementation progresses, Click Automations may provide drafts, previews, demonstrations, mockups, creative concepts, automation workflows, AI-generated content, advertisements, websites, funnels, emails, SMS campaigns, webinar presentations, or other deliverables for Client review.
Client agrees to review submitted materials promptly and communicate requested revisions or approvals within five (5) business days unless another review period is agreed upon in writing.
If Client fails to respond within the applicable review period, Click Automations may postpone implementation until Client responds.
10.7 Client-Initiated Changes
Implementation frequently involves multiple connected systems.
Accordingly, Client acknowledges that requests for substantial revisions after implementation has begun may require additional work, additional testing, revised timelines, or additional fees.
Examples include:
changing branding after creative development;
changing offers after campaigns have been written;
replacing webinar topics;
redesigning websites after development;
changing CRM platforms;
changing advertising objectives;
replacing AI workflows;
adding new automations;
modifying integrations; or
requesting services outside the agreed scope.
Click Automations shall determine, in its reasonable discretion, whether requested changes require a Change Order or revised Statement of Work.
10.8 Suspension Due to Client Inactivity
If Client fails to respond to repeated reasonable requests for information, approvals, credentials, or participation for a period exceeding fifteen (15) consecutive calendar days, Click Automations may suspend implementation until Client resumes participation.
During any suspension resulting from Client inactivity:
subscription fees shall continue unless otherwise agreed in writing;
implementation schedules shall be extended;
launch dates may be postponed;
project resources may be reassigned;
future implementation shall be scheduled based upon Click Automations' availability.
Client acknowledges that extended inactivity may require additional implementation work if Third-Party Platforms, advertising policies, software versions, or project requirements materially change during the suspension period.
10.9 Completion of Implementation
Implementation shall be considered substantially complete when Click Automations has completed the implementation activities described in the applicable Statement of Work or service package, even if Client elects not to immediately activate, publish, or utilize all deliverables.
Minor revisions, routine adjustments, or optimization activities shall not prevent implementation from being deemed substantially complete.
10.10 Transition to Ongoing Services
Upon completion of implementation, Click Automations may begin ongoing management, optimization, consulting, reporting, subscription services, support services, or other recurring Services purchased by Client.
Client acknowledges that implementation and ongoing management are separate phases of the engagement and may involve different personnel, timelines, deliverables, and objectives.
10.11 No Guarantee of Launch Date
While Click Automations will use commercially reasonable efforts to meet anticipated launch schedules, Client acknowledges that launch dates depend upon numerous factors outside the Company's control.
Accordingly, Click Automations does not guarantee that any advertisement, website, webinar, funnel, automation, software configuration, or marketing campaign will launch on any specific date unless expressly guaranteed in a separate written agreement signed by an authorized officer of Click Automations.
10.12 Acceptance of Implementation
Client's use of the implemented Services, approval of deliverables, continued use of the Services, or failure to report any material implementation issue within ten (10) business days after implementation is substantially complete shall constitute acceptance of the implementation work, except for defects that could not reasonably have been discovered during that period.
Nothing in this section limits any warranty or remedy expressly provided elsewhere in this Agreement.
Article 11. Advertising and Marketing Services
11.1 Scope of Advertising Services
Where purchased by Client, Click Automations may provide advertising and marketing services designed to increase awareness, generate leads, schedule appointments, promote events, drive website traffic, improve conversions, or support Client's business objectives.
Advertising and marketing services may include, but are not limited to:
Meta advertising
Facebook advertising
Instagram advertising
Google Ads
YouTube advertising
LinkedIn advertising
Microsoft Advertising
Display advertising
Search advertising
Video advertising
Remarketing campaigns
Webinar promotion
Lead generation campaigns
Landing page development
Funnel development
Conversion optimization
Advertising strategy
Audience development
Creative development
Copywriting
Campaign optimization
Marketing analytics
Performance reporting
Other marketing services purchased by Client.
The specific Services provided shall be identified in the applicable Statement of Work, Proposal, Subscription, or Order Form.
11.2 No Guarantee of Results
Client understands and expressly agrees that marketing and advertising involve variables that cannot be predicted or controlled.
Accordingly, Click Automations does not guarantee:
any minimum number of leads;
qualified leads;
appointments;
consultations;
webinar registrations;
attendees;
customers;
applications;
sales;
revenue;
return on investment (ROI);
return on advertising spend (ROAS);
cost per lead;
cost per acquisition;
conversion rates;
click-through rates;
impressions;
search rankings;
website traffic;
email deliverability;
text message deliverability; or
any other business outcome.
Past performance, testimonials, case studies, marketing materials, presentations, examples, or discussions regarding results achieved by other clients are provided for illustrative purposes only and shall not be interpreted as a promise or guarantee that Client will achieve similar results.
11.3 Factors Beyond Click Automations' Control
Client acknowledges that advertising performance is affected by numerous factors outside the reasonable control of Click Automations.
These factors include, but are not limited to:
advertising budgets;
competition;
market conditions;
seasonality;
consumer demand;
pricing;
Client's reputation;
Client's products or services;
Client's sales process;
response time to inquiries;
website performance;
landing page quality;
appointment availability;
economic conditions;
advertising platform algorithms;
platform policy changes;
audience behavior;
geographic conditions;
technical failures;
Third-Party Platform performance; and
governmental or regulatory changes.
Client acknowledges that these factors may positively or negatively affect campaign performance regardless of the quality of the Services provided by Click Automations.
11.4 Advertising Budgets
Unless expressly stated otherwise in writing, advertising spend is separate from Click Automations' management fees.
Client is solely responsible for funding advertising accounts and maintaining sufficient account balances to support active campaigns.
Failure to maintain adequate advertising budgets may delay campaigns, interrupt campaign delivery, reduce optimization opportunities, or negatively affect campaign performance.
Click Automations shall not be responsible for campaign interruptions resulting from insufficient advertising funds.
11.5 Advertising Platform Policies
All advertisements are subject to the policies, procedures, review processes, and enforcement decisions of the applicable Third-Party Platform.
Click Automations has no authority to control or override decisions made by advertising platforms.
Advertising platforms may, at any time and without notice:
reject advertisements;
restrict accounts;
suspend advertising privileges;
disable Business Managers;
limit audience targeting;
delay advertisement reviews;
remove content;
change advertising policies;
modify available features;
suspend integrations;
permanently disable accounts; or
take any other action permitted under their terms of service.
Click Automations shall not be liable for any decision made by a Third-Party Platform.
11.6 Client Responsibility for Advertising Content
Client remains solely responsible for the truthfulness, accuracy, legality, completeness, and regulatory compliance of all advertisements, offers, claims, pricing, testimonials, disclosures, promotions, guarantees, earnings claims, financial statements, healthcare claims, insurance representations, investment-related statements, and other content approved by Client.
Click Automations may assist in preparing advertising materials but does not independently verify the factual accuracy of Client's business claims unless expressly agreed in writing.
11.7 Regulatory Compliance
Client is solely responsible for ensuring that advertisements comply with all laws, regulations, licensing requirements, and professional standards applicable to Client's business.
This includes, where applicable:
insurance advertising regulations;
securities advertising regulations;
investment advisory regulations;
financial services regulations;
healthcare regulations;
consumer protection laws;
privacy laws;
telemarketing laws;
text messaging laws;
email marketing laws;
licensing requirements; and
industry-specific advertising standards.
Client shall obtain independent legal or compliance advice whenever appropriate.
11.8 Client Approval Required
Click Automations will make commercially reasonable efforts to obtain Client's approval before publishing advertisements, marketing campaigns, landing pages, email campaigns, SMS campaigns, webinar content, graphics, videos, or other public-facing materials.
Client is responsible for carefully reviewing all materials submitted for approval.
Approval may be provided through email, the client portal, project management software, text message, electronic signature, recorded meeting, or any other written or electronic communication reasonably evidencing Client's approval.
Following Client's approval, Click Automations may rely upon that approval when publishing or distributing the approved materials.
11.9 Campaign Optimization
Client acknowledges that digital advertising requires continuous monitoring and optimization.
Click Automations may, in its professional judgment:
adjust targeting;
modify bidding strategies;
revise campaign settings;
test alternative creative;
optimize audiences;
adjust budgets as authorized by Client;
pause underperforming advertisements;
launch replacement advertisements;
conduct A/B testing; and
make other reasonable optimization decisions intended to improve campaign performance.
Such optimization activities shall not constitute a material change requiring additional approval unless they materially alter Client's approved offer, pricing, legal disclosures, or branding.
11.10 Performance Reports
Click Automations may provide reports summarizing campaign activity, performance metrics, analytics, or other information generated by Third-Party Platforms.
Unless expressly stated otherwise, such reports are provided for informational purposes only.
Click Automations does not warrant the completeness, accuracy, or uninterrupted availability of data supplied by Third-Party Platforms and shall not be responsible for reporting discrepancies resulting from platform errors, attribution models, tracking limitations, privacy restrictions, browser settings, ad blockers, cookie limitations, or other factors outside its reasonable control.
11.11 Marketing Recommendations
Click Automations may recommend changes to Client's website, sales process, appointment scheduling, pricing, offers, follow-up procedures, staffing, technology, or other business practices that may improve marketing performance.
Unless expressly agreed in writing, such recommendations are advisory only.
Client retains sole responsibility for deciding whether to implement any recommendation.
11.12 No Exclusive Leads
Unless expressly stated in a separate written agreement, Click Automations does not guarantee that:
generated leads will be exclusive to Client;
prospective customers have not previously contacted Client;
prospects have not contacted competitors;
leads will purchase from Client;
appointments will be attended;
prospects will remain responsive after initial contact; or
any lead will ultimately become a customer.
11.13 Client Follow-Up
Client acknowledges that successful marketing depends significantly upon timely follow-up.
Client is solely responsible for:
responding to inquiries;
scheduling appointments;
conducting consultations;
making sales presentations;
closing sales;
providing customer service;
fulfilling products or services; and
maintaining ongoing customer relationships.
Click Automations shall not be responsible for business opportunities lost due to delayed or ineffective follow-up by Client.
11.14 Marketing Performance Is a Shared Responsibility
Client acknowledges that successful marketing is the result of multiple interconnected factors, many of which remain under Client's control.
Accordingly, the parties agree that campaign performance shall be evaluated based upon the overall circumstances of the engagement and not solely upon isolated metrics, short-term fluctuations, or individual campaign results.
Neither party shall unreasonably attribute all positive or negative business outcomes solely to the Services provided under this Agreement.
Article 12. Third-Party Platforms and Technology Services
12.1 Use of Third-Party Platforms
In providing the Services, Click Automations may utilize or integrate with one or more Third-Party Platforms.
These Third-Party Platforms may include, without limitation:
Meta
Google Ads
Google Analytics
Google Tag Manager
Google Search Console
YouTube
Microsoft
TikTok
X (formerly Twitter)
GoHighLevel
Twilio
Stripe
Zapier
Make
WebinarKit
OpenAI
Anthropic
Google Gemini
Microsoft Copilot
Cloudflare
GoDaddy
Calendly
Zoom
WordPress
Shopify
WooCommerce
Mailgun
SMTP providers
domain registrars
hosting providers
analytics platforms
artificial intelligence providers
payment processors
communication providers
software vendors
APIs
or other third-party technologies.
The specific Third-Party Platforms utilized during the engagement may change over time as technology evolves.
12.2 Independent Third Parties
Client acknowledges that Third-Party Platforms are independently owned, operated, managed, secured, and controlled by organizations that are not affiliated with Click Automations.
Click Automations does not own, operate, supervise, or control these Third-Party Platforms and cannot dictate their policies, security practices, technical decisions, service availability, pricing, product features, enforcement actions, or business operations.
12.3 No Responsibility for Third-Party Actions
Click Automations shall not be responsible or liable for any loss, interruption, delay, expense, claim, or damage arising from the actions or omissions of any Third-Party Platform.
Examples include, but are not limited to:
account suspensions;
account restrictions;
disabled Business Managers;
advertising disapprovals;
rejected advertisements;
policy enforcement actions;
API failures;
software defects;
outages;
downtime;
server failures;
service interruptions;
pricing changes;
discontinued products;
feature removals;
security incidents;
cyberattacks;
unauthorized account access;
data loss;
vendor insolvency;
acquisition by another company;
discontinued integrations;
changes in platform algorithms;
changes in reporting methodologies;
privacy-related restrictions;
browser changes;
operating system updates;
or other events outside the reasonable control of Click Automations.
12.4 Platform Terms of Service
Client is solely responsible for complying with the terms, conditions, policies, acceptable use requirements, community standards, licensing requirements, and contractual obligations imposed by each Third-Party Platform utilized in connection with the Services.
Click Automations does not assume responsibility for interpreting or enforcing those requirements.
Client acknowledges that violations of a Third-Party Platform's policies may result in account suspension, advertising restrictions, removal of content, loss of data, or termination of services by the applicable provider.
12.5 Third-Party Fees
Unless expressly stated otherwise in writing, all fees charged by Third-Party Platforms are the responsibility of Client.
Such fees may include:
advertising spend;
software subscriptions;
CRM subscriptions;
AI usage charges;
SMS charges;
telephone usage;
email delivery charges;
hosting fees;
domain registration fees;
payment processing fees;
webinar platform subscriptions;
calendar software;
premium integrations;
API usage fees;
data provider subscriptions;
and other vendor charges.
Click Automations shall not be responsible for increases in pricing imposed by Third-Party Platforms.
12.6 Platform Changes
Client acknowledges that Third-Party Platforms frequently modify:
software functionality;
APIs;
advertising policies;
AI capabilities;
pricing;
available integrations;
reporting;
automation capabilities;
audience targeting;
security requirements;
authentication procedures;
and other technical features.
Accordingly, Click Automations reserves the right to reasonably modify implementation methods, workflows, integrations, or recommended technology when necessary to adapt to changes imposed by Third-Party Platforms.
12.7 Temporary Service Interruptions
From time to time, Services may be interrupted due to maintenance, outages, upgrades, security incidents, software releases, API limitations, internet failures, telecommunications failures, cloud infrastructure issues, or other technical events affecting Third-Party Platforms.
Client agrees that such interruptions shall not constitute a breach of this Agreement by Click Automations.
12.8 Third-Party Data
Click Automations may rely upon information supplied by Third-Party Platforms when preparing reports, dashboards, analytics, or recommendations.
Click Automations does not warrant that information supplied by Third-Party Platforms is complete, accurate, current, uninterrupted, or error-free.
Client acknowledges that attribution models, cookies, browser restrictions, privacy regulations, tracking limitations, ad blockers, and platform reporting methodologies may affect reported results.
12.9 Vendor Recommendations
Click Automations may recommend Third-Party Platforms that it believes are appropriate for Client's business.
Unless expressly stated in writing, such recommendations do not constitute warranties regarding:
performance;
security;
compliance;
reliability;
profitability;
suitability;
availability; or
future compatibility.
Client remains responsible for determining whether any recommended Third-Party Platform is appropriate for Client's particular business.
12.10 Integration Services
Where purchased by Client, Click Automations may assist with connecting or integrating Third-Party Platforms.
Client acknowledges that successful integrations frequently depend upon:
vendor APIs;
software compatibility;
account permissions;
subscription levels;
authentication procedures;
vendor documentation;
security settings;
internet connectivity;
and ongoing cooperation from third-party providers.
Click Automations cannot guarantee that every requested integration is technically possible or will continue functioning indefinitely.
12.11 Technology Obsolescence
Technology evolves rapidly.
Accordingly, Click Automations does not guarantee that any particular software platform, automation workflow, artificial intelligence provider, integration, programming interface, reporting method, or technology used during the engagement will remain available throughout the term of this Agreement.
Click Automations may recommend replacement technologies that provide substantially similar functionality.
12.12 Preservation of Third-Party Accounts
Unless expressly agreed otherwise in writing, Client owns and remains responsible for maintaining its own accounts with Third-Party Platforms.
Client is responsible for:
maintaining current billing information;
renewing subscriptions;
updating payment methods;
maintaining administrator access;
maintaining recovery credentials;
removing former employees and contractors;
maintaining multi-factor authentication where available; and
preserving access to Client-owned accounts.
Click Automations shall not be responsible for the loss of access to Third-Party accounts resulting from Client's failure to maintain account ownership or security.
12.13 Assistance Following Platform Issues
If a Third-Party Platform experiences an outage, account restriction, security incident, or technical issue affecting Client's Services, Click Automations will use commercially reasonable efforts to assist Client in identifying the issue, communicating with the applicable provider when appropriate, and implementing reasonable workarounds.
Client acknowledges, however, that Click Automations cannot compel any Third-Party Platform to reverse a decision, restore an account, recover deleted data, approve advertisements, or otherwise alter its independent business decisions.
12.14 No Warranty Regarding Third-Party Services
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, CLICK AUTOMATIONS MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, REGARDING ANY THIRD-PARTY PLATFORM, SOFTWARE PRODUCT, ARTIFICIAL INTELLIGENCE PROVIDER, CLOUD SERVICE, PAYMENT PROCESSOR, HOSTING PROVIDER, COMMUNICATION SERVICE, OR OTHER TECHNOLOGY USED IN CONNECTION WITH THE SERVICES.
CLIENT ACCEPTS ALL THIRD-PARTY PLATFORMS "AS IS" AND SUBJECT TO THE TERMS AND CONDITIONS ESTABLISHED BY THEIR RESPECTIVE PROVIDERS.
Article 13. Artificial Intelligence Services
13.1 Use of Artificial Intelligence
Client acknowledges that Click Automations may utilize Artificial Intelligence ("AI") technologies in the performance of the Services.
AI may be used to assist with, among other things:
content creation;
copywriting;
graphic generation;
image editing;
video creation;
voice generation;
chatbot development;
conversational AI;
AI voice agents;
workflow automation;
software development;
code generation;
document preparation;
research assistance;
data analysis;
campaign optimization;
audience analysis;
predictive modeling;
reporting;
summarization;
translation;
transcription; and
other business functions that may reasonably improve the efficiency or quality of the Services.
Client authorizes Click Automations to use AI technologies as part of its normal business operations unless otherwise agreed in writing.
13.2 Human Review
Click Automations may review, edit, refine, modify, or supplement AI-generated work before delivery to Client.
However, Client acknowledges that AI-generated material may still contain factual inaccuracies, incomplete information, outdated information, typographical errors, formatting inconsistencies, unintended similarities to publicly available material, or other imperfections.
Accordingly, Client agrees that all AI-generated deliverables remain subject to Client's review and final approval before publication or implementation.
13.3 No Guarantee of AI Accuracy
Artificial intelligence systems generate probabilistic outputs rather than guaranteed factual conclusions.
Accordingly, Click Automations does not represent or warrant that AI-generated content will be:
completely accurate;
factually correct;
legally compliant;
free from hallucinations;
original;
suitable for every intended purpose;
accepted by advertising platforms;
accepted by search engines;
free of bias;
free from errors;
uninterrupted; or
available at all times.
Client understands that AI-generated content should be evaluated using reasonable human judgment before being relied upon for business decisions.
13.4 Client Review Obligations
Before publishing or relying upon AI-generated content, Client agrees to carefully review all materials for:
factual accuracy;
legal compliance;
regulatory compliance;
pricing;
product descriptions;
financial information;
insurance information;
investment-related statements;
healthcare information;
contact information;
branding consistency;
trademarks;
copyright concerns;
licensing requirements;
required disclosures; and
suitability for Client's intended audience.
Client accepts responsibility for all AI-generated content after providing final approval.
13.5 AI Training Data
Client acknowledges that many commercially available AI systems are developed, trained, maintained, and operated by independent third-party providers.
Click Automations does not control:
model training;
underlying datasets;
model updates;
model behavior;
provider security practices;
provider privacy policies;
provider terms of service; or
provider content moderation practices.
Client acknowledges that AI providers may update or modify their systems without notice, and such updates may affect future outputs.
13.6 Evolving Technology
Artificial intelligence technologies evolve rapidly.
Accordingly, Click Automations reserves the right to adopt new AI technologies, discontinue use of existing AI providers, modify AI workflows, replace models, or implement new automation methodologies whenever Click Automations reasonably believes such changes improve the quality, efficiency, reliability, security, or effectiveness of the Services.
Such changes shall not constitute a material modification of this Agreement.
13.7 AI Availability
Client acknowledges that AI services may become temporarily unavailable due to:
provider outages;
maintenance;
service interruptions;
API limitations;
subscription restrictions;
usage limits;
governmental regulations;
security incidents;
software failures;
internet disruptions;
provider policy changes; or
other circumstances beyond Click Automations' reasonable control.
Temporary interruptions affecting AI providers shall not constitute a breach of this Agreement.
13.8 Intellectual Property Considerations
The legal treatment of AI-generated content continues to evolve.
Accordingly, Click Automations makes no representation or warranty regarding:
copyright protection;
trademark protection;
patent rights;
ownership rights;
registrability;
originality;
exclusivity;
enforceability; or
future legal treatment of AI-generated materials.
Client is encouraged to obtain independent legal advice regarding the protection or commercialization of AI-generated intellectual property where appropriate.
13.9 AI Voice Agents and Chatbots
Where purchased by Client, Click Automations may configure AI voice agents, conversational AI systems, chatbots, appointment assistants, or other automated communication technologies.
Client acknowledges that such systems:
may misunderstand user requests;
may provide incomplete responses;
may require ongoing optimization;
may occasionally experience technical failures;
may depend upon third-party AI providers;
may require human intervention; and
should not be relied upon as a substitute for professional judgment in matters involving legal, medical, financial, tax, insurance, investment, or other licensed professional advice.
13.10 AI Recommendations
AI-generated recommendations, insights, forecasts, summaries, analyses, strategies, or suggestions are intended to assist Client's decision-making process.
Final business decisions remain solely the responsibility of Client.
Client agrees not to rely exclusively upon AI-generated recommendations when making material legal, financial, regulatory, employment, healthcare, investment, insurance, or other significant business decisions.
13.11 Confidential Information and AI
Click Automations will exercise commercially reasonable care when determining whether Client information should be processed using AI technologies.
Where appropriate, Click Automations may elect to avoid submitting particularly sensitive information to publicly available AI systems.
Client acknowledges, however, that AI providers operate under their own privacy practices, security controls, and contractual terms, which are outside the control of Click Automations.
13.12 No Professional Advice
AI-generated materials provided by Click Automations are intended solely for marketing, automation, operational, informational, or business assistance.
Neither Click Automations nor any AI system utilized by Click Automations provides legal, accounting, tax, investment, insurance, medical, engineering, architectural, or other licensed professional advice unless expressly stated in a separate written agreement.
13.13 Continuous Improvement
Client acknowledges that AI-generated deliverables frequently improve through iterative refinement.
Accordingly, Click Automations may revise prompts, workflows, automation sequences, AI models, datasets, instructions, and implementation methodologies over time to improve quality and efficiency without obtaining additional approval from Client, provided such revisions do not materially reduce the Services purchased.
13.14 No Warranty Regarding Artificial Intelligence
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, CLICK AUTOMATIONS MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, REGARDING THE PERFORMANCE, RELIABILITY, ACCURACY, ORIGINALITY, CONTINUED AVAILABILITY, OR LEGAL STATUS OF ANY ARTIFICIAL INTELLIGENCE SYSTEM USED IN CONNECTION WITH THE SERVICES.
CLIENT ACKNOWLEDGES THAT ARTIFICIAL INTELLIGENCE IS AN EMERGING TECHNOLOGY THAT CONTINUES TO EVOLVE AND ACCEPTS THE USE OF SUCH TECHNOLOGY SUBJECT TO THE TERMS OF THIS AGREEMENT.
Article 14. Intellectual Property Rights
14.1 Ownership of Pre-Existing Intellectual Property
Each party shall retain all right, title, and interest in and to its respective intellectual property that existed prior to the Effective Date or that is developed independently of this Agreement.
Nothing contained in this Agreement transfers ownership of either party's pre-existing intellectual property except as expressly stated herein.
Without limitation, Click Automations retains ownership of its proprietary methodologies, systems, software, templates, automation frameworks, prompts, workflows, documentation, business processes, training materials, trade secrets, know-how, branding, trademarks, service marks, and other proprietary assets developed before or outside the scope of the Services.
14.2 Client Intellectual Property
Client retains ownership of all intellectual property supplied to Click Automations by or on behalf of Client, including:
trademarks;
service marks;
logos;
branding;
copyrighted materials;
photographs;
videos;
written content;
product information;
pricing information;
customer information;
proprietary business information;
trade secrets; and
other Client-owned materials.
Client grants Click Automations a limited, non-exclusive, non-transferable, revocable license during the term of this Agreement to use Client's intellectual property solely for the purpose of performing the Services.
Upon termination of this Agreement, that license shall automatically terminate except to the extent reasonably necessary to comply with legal obligations or preserve business records.
14.3 Click Automations Intellectual Property
Client acknowledges that Click Automations has invested substantial time, expertise, and financial resources in developing proprietary systems, methodologies, templates, workflows, prompt libraries, AI implementation methods, software configurations, automation sequences, reporting methods, business processes, educational materials, and marketing strategies.
Except for the limited rights expressly granted in this Agreement, all such intellectual property shall remain the exclusive property of Click Automations.
Nothing contained in this Agreement shall be interpreted as transferring ownership of Click Automations' proprietary business systems to Client.
14.4 Deliverables
Subject to Client's full payment of all amounts due under this Agreement, Client shall receive a non-exclusive, perpetual license to use the final Deliverables specifically created for Client's internal business purposes.
Unless otherwise expressly agreed in writing, this license does not include ownership of:
proprietary templates;
reusable automation frameworks;
software code libraries;
AI prompt libraries;
proprietary workflows;
internal documentation;
reusable design assets;
proprietary reporting systems;
educational materials;
internal processes; or
other proprietary tools developed by Click Automations for use across multiple clients.
14.5 License Restrictions
Unless expressly authorized in writing by Click Automations, Client shall not:
sell;
sublicense;
distribute;
publish;
reverse engineer;
copy for resale;
create competing commercial products from;
remove proprietary notices from;
commercially exploit; or
permit third parties to use
Click Automations' proprietary intellectual property beyond the rights expressly granted under this Agreement.
14.6 Third-Party Intellectual Property
Certain Deliverables may incorporate software, fonts, stock photography, stock video, licensed graphics, plugins, APIs, artificial intelligence tools, open-source software, or other materials owned by third parties.
Ownership and licensing of such materials shall remain governed by the applicable third-party licenses.
Click Automations does not transfer ownership of third-party intellectual property to Client.
14.7 Open Source Software
Where Deliverables include open-source software or components licensed under open-source licenses, Client acknowledges that such software remains subject to the applicable open-source license terms.
Nothing in this Agreement modifies those third-party license requirements.
14.8 Feedback
Client may voluntarily provide suggestions, recommendations, comments, feature requests, enhancement ideas, or other feedback regarding the Services.
Unless otherwise agreed in writing, Client grants Click Automations a perpetual, irrevocable, worldwide, royalty-free license to use, modify, incorporate, commercialize, and otherwise exploit such feedback without restriction or additional compensation.
14.9 Portfolio Rights
Unless prohibited by a separate written confidentiality agreement or unless Client specifically opts out in writing, Click Automations may identify Client as a client and may display publicly available portions of completed work, screenshots, campaign examples, websites, landing pages, advertisements, or other non-confidential Deliverables in portfolios, presentations, award submissions, marketing materials, social media, case studies, proposals, educational materials, or demonstrations.
Click Automations shall not disclose Confidential Information, private customer information, proprietary financial information, or non-public business information without Client's prior written consent.
14.10 Case Studies and Testimonials
If Client voluntarily provides a testimonial, review, endorsement, or success story, Client grants Click Automations permission to reproduce, publish, edit for length or clarity without materially changing the substance, and publicly display such testimonial for marketing and promotional purposes.
If Client withdraws consent in writing, Click Automations will discontinue future use within a commercially reasonable period but shall not be required to recall or remove materials already distributed before receiving such notice.
14.11 Reservation of Rights
Except for the limited licenses expressly granted in this Agreement, each party reserves all rights not specifically granted.
No implied license shall arise under this Agreement by implication, estoppel, course of dealing, or otherwise.
14.12 Infringement Claims
Client represents that it owns or has obtained all rights necessary to provide Client Content to Click Automations.
Client shall be solely responsible for claims arising from materials supplied by Client that allegedly infringe the intellectual property rights of another party.
If Click Automations reasonably believes that Client Content may infringe the rights of another party, Click Automations may suspend use of such materials until the issue is resolved.
14.13 Survival of Intellectual Property Rights
The ownership provisions contained in this Article shall survive the expiration or termination of this Agreement.
Article 15. Confidentiality
15.1 Confidential Information
During the course of the parties' relationship, each party may receive Confidential Information belonging to the other party.
For purposes of this Agreement, "Confidential Information" includes all non-public information disclosed in any form, whether oral, written, electronic, visual, or otherwise, including but not limited to:
business strategies;
marketing plans;
pricing;
customer lists;
prospect lists;
lead data;
CRM data;
automation workflows;
artificial intelligence prompts;
prompt libraries;
software configurations;
source code;
API documentation;
financial information;
trade secrets;
proprietary methodologies;
internal processes;
product roadmaps;
advertising campaigns;
webinar content;
training materials;
research;
analytics;
conversion data;
passwords;
authentication credentials;
security procedures;
business relationships;
vendor information;
unpublished intellectual property;
technical documentation; and
any other information that a reasonable business person would understand to be confidential.
15.2 Mutual Duty of Confidentiality
Each party agrees to:
protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar importance;
use Confidential Information solely for purposes of performing or receiving the Services;
restrict disclosure to employees, contractors, or professional advisors who have a legitimate business need to know such information;
require those individuals to protect Confidential Information in a manner substantially consistent with this Agreement; and
refrain from disclosing Confidential Information to any unauthorized third party unless required by law or expressly authorized in writing.
15.3 Information Excluded from Confidential Information
Confidential Information does not include information that:
becomes publicly available through no wrongful act of the receiving party;
was lawfully known by the receiving party before disclosure;
is independently developed without use of the disclosing party's Confidential Information;
is lawfully obtained from another source without a duty of confidentiality; or
is approved for public disclosure in writing by the disclosing party.
The receiving party bears the burden of demonstrating that one of these exceptions applies.
15.4 Authorized Use
The receiving party may use Confidential Information only to the extent reasonably necessary to fulfill its obligations under this Agreement.
Neither party acquires any ownership interest in the other party's Confidential Information through disclosure under this Agreement.
15.5 Employee and Contractor Access
Each party may disclose Confidential Information to its employees, contractors, consultants, attorneys, accountants, insurers, auditors, or other professional advisors who require access in connection with this Agreement, provided those individuals are subject to confidentiality obligations that are no less protective than those contained herein.
Each party remains responsible for the actions of persons to whom it discloses Confidential Information.
15.6 Required Disclosure
If either party is required by law, court order, subpoena, governmental request, regulatory investigation, or other legal process to disclose Confidential Information, that party shall, to the extent legally permitted:
promptly notify the other party;
cooperate in seeking a protective order or other appropriate remedy; and
disclose only the portion of Confidential Information that is legally required.
Nothing in this Agreement shall require either party to violate applicable law.
15.7 Return or Destruction of Confidential Information
Upon termination of this Agreement or upon written request, each party shall, within a commercially reasonable time:
return Confidential Information to the disclosing party;
securely destroy Confidential Information; or
certify that such destruction has occurred,
except where retention is reasonably necessary to:
comply with applicable law;
satisfy regulatory obligations;
maintain insurance records;
preserve accounting records;
maintain disaster recovery backups;
preserve evidence relating to an actual or reasonably anticipated legal dispute;
comply with document retention policies; or
maintain ordinary business archives that are not readily searchable.
Any retained Confidential Information shall remain subject to the confidentiality obligations contained in this Agreement.
15.8 Security Measures
Each party agrees to implement commercially reasonable administrative, technical, and physical safeguards designed to protect Confidential Information against unauthorized access, disclosure, alteration, or destruction.
Neither party guarantees absolute security, and each acknowledges that no information security system can eliminate every risk.
15.9 No Public Announcements
Neither party shall issue press releases, public announcements, or public statements regarding disputes, investigations, security incidents, litigation, or alleged misconduct involving the other party without prior written consent, except as required by law.
Nothing in this section prohibits either party from making truthful statements required by governmental authorities or judicial proceedings.
15.10 Injunctive Relief
The parties acknowledge that unauthorized disclosure of Confidential Information may result in irreparable harm for which monetary damages alone may be inadequate.
Accordingly, either party may seek temporary, preliminary, or permanent injunctive relief, specific performance, or other equitable remedies to prevent or limit unauthorized disclosure, in addition to any other remedies available under applicable law.
15.11 Confidentiality During Legal Disputes
The existence of any disagreement, claim, investigation, mediation, arbitration, or litigation between the parties shall not terminate or reduce either party's confidentiality obligations under this Agreement.
Each party agrees to continue protecting Confidential Information throughout any dispute unless disclosure is reasonably necessary to pursue or defend legal claims or is otherwise required by law.
15.12 Survival
The confidentiality obligations contained in this Article shall survive termination or expiration of this Agreement for a period of five (5) years following termination.
Notwithstanding the foregoing, any trade secrets protected under applicable law shall remain protected for so long as they qualify as trade secrets under applicable law.
Article 16. Data Security and Cybersecurity
16.1 Shared Responsibility
The parties acknowledge that protecting digital assets, online accounts, confidential information, and business systems is a shared responsibility.
Click Automations agrees to implement commercially reasonable administrative, technical, and organizational safeguards for systems under its direct control.
Client acknowledges that Click Automations cannot secure systems, accounts, devices, passwords, networks, software, or Third-Party Platforms that remain under Client's ownership or control.
16.2 Client Account Security
Client is solely responsible for maintaining the security of all accounts owned or controlled by Client, including but not limited to:
Meta Business Manager;
Facebook Pages;
Instagram Business Accounts;
Google Ads;
Google Workspace;
Google Analytics;
Google Tag Manager;
LinkedIn;
YouTube;
GoHighLevel subaccounts owned by Client;
domains;
hosting accounts;
DNS providers;
CRM accounts;
email accounts;
cloud storage providers;
webinar platforms;
payment processors;
banking portals; and
any other Third-Party Platform used in connection with the Services.
Client agrees to implement commercially reasonable security practices, including:
enabling multi-factor authentication wherever available;
maintaining strong, unique passwords;
safeguarding recovery methods;
promptly removing access for former employees, contractors, consultants, agencies, and vendors;
periodically reviewing administrative permissions; and
promptly reporting suspected unauthorized access.
16.3 Click Automations Security Practices
Click Automations will use commercially reasonable efforts to protect information and systems under its direct control.
Such measures may include, where appropriate:
role-based access controls;
password management practices;
multi-factor authentication where available;
employee and contractor access limitations;
commercially reasonable endpoint security;
encrypted communications where appropriate;
periodic access reviews;
secure storage of credentials where commercially reasonable; and
other reasonable security measures consistent with the nature of the Services.
Nothing in this Agreement shall be interpreted as guaranteeing absolute protection against cybersecurity threats.
16.4 No Guarantee of Cybersecurity
Client acknowledges that no computer system, software platform, cloud provider, communication network, artificial intelligence provider, or internet-connected service can be guaranteed to be completely secure.
Accordingly, Click Automations does not warrant or guarantee that:
unauthorized access will never occur;
accounts will never be compromised;
phishing attacks will never succeed;
malware will never be introduced;
ransomware will never occur;
data will never be lost;
systems will never be interrupted;
credentials will never be stolen;
Third-Party Platforms will never experience security incidents; or
cybercriminals will never target Client or Click Automations.
16.5 Third-Party Security Incidents
Click Automations shall not be responsible for security incidents affecting systems owned or operated by Third-Party Platforms.
Examples include:
Meta security incidents;
Google security incidents;
GoHighLevel security incidents;
cloud provider outages;
payment processor breaches;
hosting provider compromises;
telecommunications failures;
artificial intelligence provider incidents;
domain registrar compromises;
email service provider incidents; or
any other Third-Party Platform security event.
16.6 Security Incident Notification
If either party becomes aware of a suspected or confirmed security incident that may materially affect the Services or the other party's information, that party shall provide notice to the other party within a commercially reasonable time after becoming aware of the incident.
The notice should include, to the extent reasonably known:
the nature of the incident;
the systems believed to be affected;
the general timeframe of the incident;
known containment measures; and
reasonable next steps.
The parties acknowledge that early information during an active cybersecurity investigation may be incomplete and subject to revision.
16.7 Cooperation During Security Incidents
Following a suspected cybersecurity incident affecting the Services, each party agrees to reasonably cooperate with the other by:
sharing relevant information;
preserving reasonably available evidence;
identifying affected systems;
assisting with forensic investigations where appropriate;
communicating with applicable Third-Party Platforms when reasonably necessary;
implementing reasonable containment measures; and
taking commercially reasonable actions intended to reduce additional harm.
Nothing in this section requires either party to disclose information protected by attorney-client privilege, attorney work product doctrine, legal restrictions, or applicable law.
16.8 Preservation of Evidence
If either party reasonably believes that a cybersecurity incident, unauthorized account access, fraud, data breach, or other significant security event has occurred, each party agrees to preserve reasonably available records relevant to the incident.
Such records may include:
audit logs;
administrator logs;
access logs;
authentication records;
system logs;
account activity;
security alerts;
communications with Third-Party Platforms;
screenshots;
emails;
support tickets;
invoices;
timestamps;
login history;
IP address information, if available;
exported reports; and
other records reasonably related to the investigation.
Nothing in this section obligates either party to create records that do not otherwise exist or to retain records beyond applicable legal or contractual retention requirements.
16.9 Incident Response Decisions
Each party shall remain responsible for decisions affecting its own business during a cybersecurity incident, including:
notifying customers;
notifying regulators;
notifying insurance carriers;
engaging forensic investigators;
engaging legal counsel;
paying ransom demands;
restoring systems;
rebuilding infrastructure;
changing passwords;
rotating credentials; and
determining business continuity procedures.
Click Automations shall not control or direct Client's legal or regulatory response.
16.10 Credential Management
Client acknowledges that account credentials may be necessary for Click Automations to perform certain Services.
Unless otherwise agreed in writing:
Client remains the owner of its credentials;
Client may revoke access at any time;
Click Automations will use credentials solely for purposes of providing the Services;
Click Automations shall not intentionally share Client credentials with unauthorized persons; and
Client should promptly update credentials whenever personnel changes occur or unauthorized access is suspected.
16.11 Former Personnel
Client acknowledges that former employees, contractors, consultants, agencies, or vendors who retain unnecessary administrative access may create significant security risks.
Client agrees to promptly review and remove unnecessary access whenever personnel relationships end.
Click Automations shall not be responsible for unauthorized actions performed by individuals whose access Client failed to remove.
16.12 Cyber Insurance
Click Automations may maintain cybersecurity insurance, technology errors and omissions insurance, general liability insurance, or other commercial insurance in amounts determined by Click Automations in its business judgment.
Nothing in this Agreement shall require Click Automations to maintain any particular insurance policy or coverage limit unless expressly stated in a separate written agreement.
Client is encouraged to maintain its own cybersecurity insurance appropriate for its business operations.
16.13 No Forensic Services
Unless expressly purchased under a separate written agreement, Click Automations does not provide:
digital forensic investigations;
incident response consulting;
cyber threat hunting;
malware removal;
penetration testing;
managed detection and response;
legal breach response;
regulatory reporting;
cybersecurity compliance consulting; or
expert witness services.
If requested by Client following a cybersecurity incident, Click Automations may, at its sole discretion, provide reasonable assistance as additional billable professional services.
16.14 Survival
The obligations contained in this Article relating to confidentiality, preservation of evidence, cooperation during investigations, and protection of information shall survive termination of this Agreement to the extent reasonably necessary to address security incidents occurring during the parties' relationship.
Article 17. Client Data and Privacy
17.1 Ownership of Client Data
As between the parties, Client retains all right, title, and interest in and to Client Data provided to or collected on behalf of Client during the performance of the Services.
Except as expressly provided in this Agreement, nothing herein transfers ownership of Client Data to Click Automations.
Click Automations shall acquire only the limited rights necessary to access, process, store, transmit, analyze, or otherwise use Client Data solely for the purpose of providing the Services.
17.2 Permitted Use of Client Data
Client grants Click Automations a limited, non-exclusive, revocable license during the term of this Agreement to use Client Data only as reasonably necessary to:
perform the Services;
configure software;
implement automations;
manage advertising campaigns;
develop reports;
analyze campaign performance;
provide customer support;
troubleshoot technical issues;
maintain service records;
comply with legal obligations; and
otherwise fulfill Click Automations' obligations under this Agreement.
Click Automations shall not sell Client Data to unrelated third parties.
17.3 Client Representations
Client represents and warrants that it has obtained all rights, permissions, consents, notices, and legal authority necessary to provide Client Data to Click Automations and to authorize Click Automations to process such data in connection with the Services.
Client further represents that its collection and use of Client Data complies with applicable laws and regulations governing privacy, consumer protection, advertising, electronic communications, and data protection.
17.4 Responsibility for Data Collection
Client is solely responsible for determining:
what information is collected from customers;
the lawful basis for collecting such information;
required privacy notices;
required disclosures;
required consents;
retention periods;
marketing permissions;
opt-in procedures;
opt-out procedures; and
compliance with applicable privacy laws.
Click Automations does not provide legal advice regarding privacy compliance unless expressly stated in a separate written agreement.
17.5 Marketing Communications
Where Click Automations assists Client with email marketing, SMS messaging, voicemail campaigns, or other communications, Client remains solely responsible for ensuring that recipients have provided any legally required consent.
Client shall maintain records of such consent where required by applicable law.
Click Automations may reasonably rely upon Client's representation that appropriate consent has been obtained.
17.6 Data Accuracy
Client is responsible for the accuracy, completeness, and lawfulness of all Client Data supplied to Click Automations.
Click Automations shall not be responsible for errors, delays, marketing failures, reporting inaccuracies, or legal issues arising from inaccurate or incomplete Client Data.
17.7 Data Storage
Client acknowledges that Client Data may be stored, processed, transmitted, or backed up through one or more Third-Party Platforms utilized in connection with the Services.
Click Automations shall use commercially reasonable care in selecting and utilizing such platforms but does not control their infrastructure, data centers, or security practices.
17.8 International Processing
Client acknowledges that certain Third-Party Platforms, cloud providers, artificial intelligence providers, or communication providers may process data in locations outside Client's state or country of residence.
To the extent necessary to provide the Services, Client authorizes such processing, subject to the terms and privacy practices of the applicable Third-Party Platform.
17.9 Data Retention
Unless otherwise required by law or agreed in writing, Click Automations may retain Client Data for a commercially reasonable period following termination of the Agreement for purposes including:
disaster recovery;
system backups;
billing;
accounting;
tax reporting;
legal compliance;
insurance requirements;
dispute resolution;
enforcing contractual rights; and
maintaining ordinary business records.
Thereafter, Client Data may be deleted in accordance with Click Automations' document retention practices.
Client acknowledges that backup systems may retain archived information for additional periods as part of routine disaster recovery processes.
17.10 Data Deletion Requests
Following termination of the Services, Client may submit a written request for deletion of Client Data maintained by Click Automations.
Click Automations will use commercially reasonable efforts to comply with such requests, except where retention is reasonably necessary to:
comply with applicable law;
respond to legal process;
preserve evidence;
resolve disputes;
maintain accounting records;
satisfy insurance requirements;
protect legal rights; or
maintain disaster recovery archives.
17.11 Data Portability
Upon written request made during the term of this Agreement or within thirty (30) days following termination, Click Automations will use commercially reasonable efforts to provide Client with a copy of Client Data that is reasonably available and technically feasible to export.
Client acknowledges that certain data maintained by Third-Party Platforms may not be exportable or may require Client to obtain the data directly from the applicable provider.
Click Automations may charge its then-current professional service rates for extensive data extraction, conversion, or migration services.
17.12 Anonymized and Aggregated Information
Nothing in this Agreement prohibits Click Automations from using data that has been aggregated, anonymized, or de-identified so that it cannot reasonably identify Client or any individual.
Such information may be used for:
improving Services;
internal analytics;
benchmarking;
product development;
quality assurance;
artificial intelligence training where legally permissible;
operational reporting; and
business planning.
Click Automations shall not intentionally disclose Client's identity in connection with anonymized or aggregated information.
17.13 Government Requests
If Click Automations receives a subpoena, court order, governmental request, or other legal process seeking Client Data, Click Automations may comply with applicable law.
Where legally permitted, Click Automations will make commercially reasonable efforts to notify Client before producing Client Data so that Client may seek appropriate legal protection.
17.14 Privacy Policies
Client acknowledges that Click Automations maintains its own Privacy Policy governing the handling of information collected directly by Click Automations.
Client further acknowledges that Third-Party Platforms utilized in connection with the Services maintain separate privacy policies that govern their own collection and use of information.
Nothing in this Agreement supersedes the privacy obligations imposed by applicable law or the published privacy policies of independent Third-Party Platforms.
17.15 Survival
The obligations contained in this Article relating to the protection, permitted use, retention, and lawful disclosure of Client Data shall survive termination of this Agreement to the extent reasonably necessary to fulfill legal obligations, resolve disputes, or protect the rights of either party.
Article 18. Fees, Billing, Payment Terms, and Collections
18.1 Fees
Client agrees to pay all fees, subscription charges, implementation fees, consulting fees, advertising management fees, software subscription fees, professional service fees, and other charges described in the applicable Order Form, Statement of Work, Proposal, Subscription Agreement, invoice, or other written agreement.
Unless otherwise expressly stated in writing, all fees are quoted in United States Dollars (USD).
18.2 Recurring Subscriptions
Unless otherwise agreed in writing, subscription services are billed on a recurring basis according to the billing cycle selected by Client at the time of purchase.
Recurring subscriptions will continue until canceled in accordance with this Agreement.
Client authorizes Click Automations to charge the payment method on file for all recurring fees, applicable taxes, and any authorized additional charges incurred under this Agreement.
18.3 Automatic Renewal
Unless otherwise stated in an applicable Order Form or Statement of Work, subscriptions automatically renew for successive renewal terms equal to the original billing period.
To avoid renewal, Client must provide written notice of cancellation in accordance with Article 20 before the applicable notice deadline.
Failure to timely submit a cancellation request shall constitute authorization for renewal under the existing subscription terms.
18.4 Payment Due Date
Unless otherwise stated in writing, all recurring subscription fees are due on the invoice date.
Professional service invoices, consulting invoices, implementation invoices, and other non-recurring invoices shall be due upon receipt unless another payment deadline is specified on the invoice.
18.5 Advertising Spend
Advertising budgets are separate from Click Automations' professional fees unless expressly stated otherwise in writing.
Client remains solely responsible for funding advertising accounts maintained with Third-Party Platforms.
Click Automations shall have no obligation to advance advertising funds on behalf of Client.
18.6 Taxes
Client is responsible for all applicable sales taxes, use taxes, value-added taxes, gross receipts taxes, or similar governmental charges imposed in connection with the Services, excluding taxes imposed on Click Automations' income.
If Click Automations is required to collect or remit taxes, such amounts may be added to Client's invoice.
18.7 Failed Payments
If a payment is declined, rejected, reversed, returned, or otherwise fails to process, Click Automations may:
reattempt the charge;
suspend Services;
pause advertising campaigns;
suspend software access;
delay implementation;
withhold Deliverables;
disable automation workflows;
revoke access to subscription services; or
exercise any other rights available under this Agreement.
Click Automations shall not be responsible for losses resulting from suspension of Services due to nonpayment.
18.8 Late Payments
Any amount not paid when due may accrue interest at the lesser of:
one and one-half percent (1.5%) per month; or
the maximum rate permitted by applicable law.
The assessment of interest does not waive Click Automations' right to pursue any other remedies available under this Agreement or applicable law.
18.9 Collection Costs
Client agrees to reimburse Click Automations for all reasonable costs incurred in collecting overdue amounts, including:
collection agency fees;
court costs;
filing fees;
arbitration fees;
mediation fees;
reasonable attorneys' fees where recoverable under applicable law or this Agreement;
investigation costs; and
other reasonable collection expenses.
18.10 Chargebacks and Payment Disputes
Client agrees not to initiate a credit card chargeback, bank reversal, payment dispute, or similar payment reversal without first providing Click Automations written notice of the dispute and allowing Click Automations a reasonable opportunity, not less than ten (10) business days, to investigate and attempt to resolve the matter.
If Client initiates a chargeback or payment reversal that is ultimately resolved in favor of Click Automations, Client agrees to reimburse Click Automations for:
the disputed amount;
chargeback fees;
merchant processing fees;
reasonable administrative costs associated with responding to the dispute; and
any other amounts recoverable under applicable law.
Nothing in this section limits Client's right to dispute unauthorized or fraudulent payment transactions as permitted by applicable law.
18.11 Suspension for Nonpayment
Click Automations may suspend some or all Services if Client fails to timely pay amounts due under this Agreement.
During any suspension for nonpayment:
subscription fees shall continue to accrue unless otherwise agreed in writing;
implementation timelines shall be extended;
campaign performance may be affected;
Deliverables may be withheld;
software access may be limited; and
Click Automations may reassign personnel to other projects.
Restoration of Services may require payment of all outstanding balances and any applicable reactivation fees identified in the applicable Order Form or Statement of Work.
18.12 No Offset
Except where prohibited by applicable law, Client shall pay all amounts due without deduction, offset, withholding, or counterclaim.
If Client believes Click Automations has breached this Agreement, Client shall continue making required payments while the parties attempt to resolve the dispute, unless otherwise required by law.
18.13 Refund Policy
Unless expressly stated in writing, all fees paid to Click Automations are non-refundable.
This includes, without limitation:
implementation fees;
consulting fees;
subscription fees for services already provided;
setup fees;
creative services;
advertising management fees earned prior to termination;
training services; and
professional services already performed.
Nothing in this section limits any non-waivable rights provided to consumers under applicable law.
18.14 Pricing Changes
Click Automations reserves the right to modify pricing for future renewal terms by providing Client with at least thirty (30) days' prior written notice.
Any pricing change shall apply only to future billing periods and shall not retroactively affect fees already invoiced.
18.15 Good Faith Billing Disputes
If Client reasonably disputes any invoice, Client shall notify Click Automations in writing within ten (10) business days after receiving the invoice, identifying the specific charges in dispute and the basis for the dispute.
The parties agree to work together in good faith to resolve legitimate billing concerns.
Amounts not subject to a good-faith dispute shall remain due and payable according to the original payment terms.
18.16 Payment Methods
Client authorizes Click Automations to accept payment through approved payment methods, including credit cards, debit cards, ACH transfers, wire transfers, or other electronic payment methods made available by Click Automations.
Client agrees to maintain current and accurate payment information throughout the term of this Agreement.
18.17 Changes to Payment Information
Client is responsible for promptly updating expired payment methods, replacement credit cards, banking information, billing addresses, and other payment information.
Failure to maintain valid payment information shall not excuse timely payment obligations.
18.18 No Contingent Compensation
Unless expressly agreed in writing, Click Automations' compensation is not contingent upon:
campaign performance;
advertising results;
lead generation;
booked appointments;
sales;
revenue;
return on investment;
return on advertising spend;
search rankings;
website traffic; or
any other business outcome.
Client acknowledges that Click Automations earns its fees by providing professional services rather than guaranteeing business results.
18.19 Survival
Client's obligation to pay amounts earned prior to termination, together with the provisions relating to collections, late fees, chargebacks, and reimbursement of collection costs, shall survive termination of this Agreement until all outstanding obligations have been satisfied.
Article 19. Subscription Services and Renewals
19.1 Subscription Services
Certain Services offered by Click Automations are provided on a recurring subscription basis.
Subscription Services may include, without limitation:
CRM software;
marketing automation;
artificial intelligence tools;
website hosting;
landing pages;
funnel hosting;
campaign management;
consulting;
software licensing;
reporting dashboards;
chatbot services;
AI voice agents;
technical support;
reputation management;
search engine optimization;
email marketing;
SMS services;
webinar services;
analytics;
and other recurring products or services identified in the applicable Order Form, Statement of Work, Proposal, or Subscription Agreement.
Client acknowledges that the specific Subscription Services purchased are described in the applicable purchasing documents.
19.2 Subscription Term
The initial subscription term shall begin on the Effective Date or on the activation date specified in the applicable Order Form or Statement of Work.
Unless otherwise stated in writing, the initial subscription term shall continue for the period identified in the applicable purchasing documents.
19.3 Renewal Terms
Upon expiration of the initial subscription term, the subscription shall automatically renew for successive renewal periods of the same duration unless either party provides timely written notice of non-renewal as required by this Agreement.
Each renewal shall remain subject to the pricing and terms then in effect unless otherwise agreed in writing.
19.4 Minimum Commitment
Certain Services may require a minimum subscription commitment, implementation period, campaign term, or service commitment.
Where a minimum commitment applies, Client agrees to remain financially responsible for all fees due during the minimum commitment period regardless of:
campaign performance;
advertising results;
business conditions;
staffing changes;
changes in marketing strategy;
temporary suspension of campaigns requested by Client;
ownership changes; or
Client's decision to discontinue using the Services.
Nothing in this section prevents the parties from mutually agreeing in writing to modify or terminate the engagement earlier.
19.5 Notice of Non-Renewal
Unless a different notice period is stated in the applicable Order Form or Statement of Work, Client must provide written notice of non-renewal at least fourteen (14) calendar days before the next renewal date.
Notice shall become effective only upon receipt by Click Automations in accordance with the Notice provisions of this Agreement.
Failure to provide timely notice shall result in automatic renewal.
19.6 Suspension Requested by Client
Client may request that certain Services be temporarily suspended.
Click Automations is not obligated to approve a suspension request but may do so in its sole discretion.
Unless otherwise agreed in writing:
recurring subscription fees shall continue during any approved suspension;
minimum commitment periods shall continue to run;
implementation schedules may be adjusted;
campaign performance may be affected following reactivation; and
Click Automations does not guarantee immediate reinstatement following a suspension.
19.7 Changes to Subscription Services
Client may request upgrades, downgrades, additions, or modifications to Subscription Services.
Click Automations may approve or decline such requests based upon operational, technical, or contractual considerations.
Approved changes may result in:
revised pricing;
revised implementation timelines;
revised service commitments;
additional implementation fees;
new Statements of Work; or
revised renewal dates.
Unless otherwise agreed in writing, modifications shall become effective on the next billing cycle or another mutually agreed effective date.
19.8 Software Access
During an active subscription and while Client remains in good standing, Click Automations grants Client a limited, non-exclusive, non-transferable, revocable license to access any software, dashboards, portals, or hosted systems included within the purchased Services.
Client may use such systems only for its own internal business purposes.
No ownership interest in any software or hosted platform is transferred to Client.
19.9 Account Sharing
Unless expressly authorized in writing, Client shall not:
share subscription credentials with unauthorized users;
sublicense software access;
resell subscription services;
permit unrelated businesses to use the Services;
provide access to competitors of Click Automations; or
attempt to circumvent user limitations or licensing restrictions.
Violation of this section may result in immediate suspension or termination of the affected Services.
19.10 Service Availability
Click Automations will use commercially reasonable efforts to maintain the availability of Subscription Services.
Client acknowledges, however, that temporary interruptions may occur due to:
scheduled maintenance;
emergency maintenance;
software updates;
cybersecurity incidents;
Third-Party Platform outages;
internet failures;
telecommunications failures;
cloud infrastructure issues;
natural disasters; or
other circumstances beyond Click Automations' reasonable control.
Such interruptions shall not constitute a breach of this Agreement.
19.11 Beta Features
From time to time, Click Automations may make available beta features, pilot programs, experimental tools, or early-access functionality.
Unless otherwise agreed in writing:
beta features are provided on an "as available" basis;
beta features may be modified or discontinued at any time;
beta features may contain defects or incomplete functionality; and
Client uses beta features at its own discretion.
Client feedback regarding beta features shall be governed by the Intellectual Property provisions of this Agreement.
19.12 End-of-Life Services
Click Automations may discontinue, replace, or retire a Subscription Service when reasonably necessary due to:
technology changes;
Third-Party Platform changes;
security concerns;
legal requirements;
business decisions;
vendor discontinuation; or
product improvements.
Where commercially reasonable, Click Automations will provide advance notice and may offer a substantially similar replacement Service.
19.13 Client Data Following Termination
Following expiration or termination of a subscription:
Client's access to subscription software may be disabled;
hosted automations may cease operating;
websites or funnels hosted through Subscription Services may become inaccessible;
dashboards may no longer be available; and
stored data may eventually be deleted in accordance with Article 17.
Client is encouraged to request any necessary exports before termination or promptly thereafter.
19.14 Reactivation
If Client requests reinstatement following cancellation or suspension, Click Automations may require:
payment of outstanding balances;
execution of a new agreement;
payment of a reactivation fee;
updated onboarding;
updated software configurations;
revised pricing; or
migration to current service offerings.
Click Automations does not guarantee that historical configurations, automations, integrations, or data will remain available for reinstatement.
19.15 Reservation of Rights
Click Automations reserves the right to improve, update, modify, replace, or discontinue Subscription Services in the ordinary course of business, provided that such changes do not materially reduce the overall value of the Subscription Services purchased during the then-current subscription term.
19.16 Survival
The provisions relating to outstanding payment obligations, licensing restrictions, intellectual property, confidentiality, data retention, limitation of liability, dispute resolution, and all other provisions that by their nature should survive termination shall continue in effect following expiration or termination of any Subscription Service.
Article 20. Suspension, Cancellation, and Termination
20.1 Methods of Termination
This Agreement may be terminated:
(a) by mutual written agreement of the parties;
(b) by either party following expiration of the applicable subscription or service term in accordance with the notice requirements of this Agreement;
(c) by Click Automations as expressly permitted under this Agreement;
(d) by Client as expressly permitted under this Agreement; or
(e) as otherwise required by applicable law.
Termination of one Statement of Work or Subscription Service shall not automatically terminate other active Statements of Work or Services unless expressly agreed in writing.
20.2 Client Cancellation
Client may terminate Services by providing written notice in accordance with this Agreement.
Termination requests must:
identify the Client account;
identify the Services to be terminated;
be submitted by an authorized representative of Client; and
comply with any applicable minimum commitment period or notice requirements.
Termination shall become effective on the applicable termination date and shall not relieve Client of payment obligations incurred prior to that date.
20.3 Minimum Service Commitments
Where Client has agreed to a minimum service commitment, campaign term, implementation period, or subscription term, Client remains responsible for all fees earned during that commitment period unless:
Click Automations agrees otherwise in writing;
termination is required by applicable law; or
another provision of this Agreement expressly permits earlier termination.
The parties acknowledge that minimum commitments allow Click Automations to allocate personnel, technical resources, software licensing, implementation costs, and project planning based upon the anticipated duration of the engagement.
20.4 Termination by Click Automations
Click Automations may suspend or terminate some or all Services immediately upon written notice if Client:
materially breaches this Agreement;
fails to make timely payment;
repeatedly fails to cooperate with implementation;
provides materially false information;
engages in unlawful activity;
attempts to use the Services for fraudulent purposes;
infringes intellectual property rights;
threatens or harasses Click Automations personnel;
repeatedly abuses support personnel;
intentionally interferes with the Services;
initiates a fraudulent payment dispute;
requires Click Automations to violate applicable law; or
otherwise creates a material business, legal, operational, or security risk.
Where commercially reasonable, Click Automations may provide Client with an opportunity to cure the breach before terminating Services.
20.5 Opportunity to Cure
Except where immediate suspension or termination is reasonably necessary to protect Click Automations, its personnel, other clients, Third-Party Platforms, or applicable legal rights, the non-breaching party shall provide written notice describing the alleged material breach.
The breaching party shall have fifteen (15) calendar days to cure the breach.
If the breach is not cured within that period, the non-breaching party may terminate the affected Services.
The opportunity to cure does not apply where:
immediate action is reasonably necessary to protect security;
continued performance would violate law;
fraud is reasonably suspected;
payment fraud has occurred;
unauthorized access is reasonably suspected;
repeated material breaches have occurred; or
the breach cannot reasonably be cured.
20.6 Suspension of Services
Instead of terminating the Agreement, Click Automations may temporarily suspend all or part of the Services if reasonably necessary due to:
nonpayment;
suspected fraud;
suspected cybersecurity incidents;
unauthorized account activity;
legal compliance;
repeated Client delays;
misuse of the Services;
failure to provide required information;
Third-Party Platform restrictions;
governmental orders; or
other circumstances materially affecting the safe or lawful provision of the Services.
Suspension shall not automatically relieve Client of its payment obligations unless otherwise agreed in writing.
20.7 Effect of Termination
Upon termination:
all licenses granted under this Agreement shall terminate except where expressly stated otherwise;
Client shall promptly cease using software or proprietary materials for which authorization has ended;
outstanding invoices shall immediately become due according to their terms;
Click Automations may revoke access to subscription services;
hosted services may be disabled;
automations may cease operating;
Client's access credentials may be deactivated;
Third-Party Platform integrations may be disconnected where appropriate; and
each party shall continue to comply with any surviving obligations under this Agreement.
20.8 Transition Assistance
Upon written request, Click Automations may provide reasonable transition assistance following termination.
Such assistance may include:
transferring account access;
exporting reasonably available data;
providing technical documentation;
transferring domains where applicable;
assisting with platform transitions; or
other mutually agreed transition services.
Unless otherwise stated in writing, transition assistance shall be billed at Click Automations' then-current professional service rates.
Click Automations is not obligated to provide transition services until all outstanding invoices have been paid in full.
20.9 Abandoned Projects
If Client fails to meaningfully participate in implementation or project completion for more than sixty (60) consecutive calendar days despite reasonable attempts by Click Automations to obtain participation, Click Automations may designate the project as abandoned.
Following written notice of abandonment:
implementation obligations shall be deemed satisfied to the extent work has already been completed;
future implementation may require a new implementation fee;
project timelines shall be reset based upon future availability;
archived project materials may be removed in accordance with Click Automations' document retention practices; and
subscription fees shall continue if the applicable subscription remains active.
20.10 Client Materials Following Termination
Client is responsible for retrieving any Client-owned materials, data exports, or other information reasonably needed before permanent deletion.
Unless otherwise required by law or agreed in writing, Click Automations may permanently delete Client information in accordance with its document retention policies after a commercially reasonable retention period.
Click Automations shall have no obligation to indefinitely maintain Client files, websites, automations, reports, campaign assets, or backups following termination.
20.11 No Waiver
Acceptance of late payments, continued performance following a breach, or discussions regarding settlement shall not constitute a waiver of either party's right to terminate this Agreement for future or continuing breaches.
20.12 Survival
Termination or expiration of this Agreement shall not affect provisions which by their nature are intended to survive, including but not limited to:
payment obligations;
confidentiality;
intellectual property;
licensing restrictions;
limitation of liability;
indemnification;
dispute resolution;
governing law;
arbitration;
preservation of evidence;
collection rights;
warranties and disclaimers;
and all other provisions that reasonably should survive termination.
Article 21. Warranties and Disclaimers
21.1 Limited Performance Warranty
Click Automations warrants that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards applicable to digital marketing, software implementation, automation services, artificial intelligence consulting, and related professional services.
If Client believes the Services were not performed in accordance with this limited warranty, Client shall provide written notice describing the alleged deficiency within thirty (30) calendar days after discovery.
Click Automations shall be afforded a reasonable opportunity to investigate and, if appropriate, reperform the affected Services.
The remedies described in this section constitute Client's exclusive remedy for any alleged breach of this limited warranty.
21.2 No Guarantee of Business Results
Client acknowledges that marketing, advertising, artificial intelligence, automation, consulting, search engine optimization, lead generation, and business growth involve numerous variables outside the reasonable control of Click Automations.
Accordingly, Click Automations does not warrant or guarantee:
any particular number of leads;
qualified leads;
appointments;
webinar registrations;
webinar attendance;
sales;
revenue;
profits;
return on investment;
return on advertising spend;
conversion rates;
search engine rankings;
social media engagement;
website traffic;
customer retention;
market share;
or any other business outcome.
Past performance, examples, testimonials, case studies, or projected results are illustrative only and do not constitute guarantees of future performance.
21.3 Artificial Intelligence Services
Client acknowledges that artificial intelligence technologies generate probabilistic outputs rather than guaranteed factual conclusions.
Accordingly, Click Automations makes no warranty that AI-generated content, recommendations, analyses, automations, or responses will be:
accurate;
complete;
current;
unbiased;
legally compliant;
free from hallucinations;
suitable for publication without review;
appropriate for every audience;
or free from error.
Client agrees to review AI-generated outputs before relying upon or distributing them.
21.4 Third-Party Platforms
Click Automations makes no warranty regarding the continued availability, functionality, security, pricing, policies, algorithms, application programming interfaces (APIs), integrations, or business practices of any Third-Party Platform.
Changes made by Meta, Google, GoHighLevel, OpenAI, Anthropic, Microsoft, Amazon, payment processors, telecommunications providers, hosting companies, webinar providers, social media platforms, or other independent providers may materially affect the Services.
Such changes do not constitute a breach of this Agreement.
21.5 Advertising Platforms
Client acknowledges that advertising platforms independently determine:
ad approvals;
account restrictions;
policy enforcement;
audience delivery;
campaign optimization;
advertising costs;
bid auctions;
impression volume;
click costs;
campaign learning periods;
account suspensions; and
advertising performance.
Click Automations does not warrant that advertisements will be approved, continuously delivered, or remain compliant with changing platform policies.
21.6 Search Engines
Click Automations does not warrant:
first-page rankings;
search engine placement;
indexing;
organic traffic;
featured snippets;
map rankings;
local listings;
AI search visibility;
or continued search engine visibility.
Search engines independently determine ranking algorithms and may modify them without notice.
21.7 Software Availability
Click Automations will use commercially reasonable efforts to provide reliable Subscription Services.
However, Click Automations does not warrant uninterrupted or error-free operation of software, websites, hosted services, cloud infrastructure, telecommunications systems, or internet connectivity.
Temporary interruptions, maintenance, outages, cybersecurity incidents, and Third-Party Platform failures may occur.
21.8 Client Responsibilities
Click Automations makes no warranty regarding outcomes affected by Client's own actions or omissions, including:
failure to implement recommendations;
delayed approvals;
inaccurate information;
failure to respond to leads;
inadequate staffing;
pricing decisions;
customer service;
sales performance;
legal compliance;
or other operational decisions made by Client.
21.9 Compliance
Unless expressly agreed in writing, Click Automations does not provide legal, accounting, tax, investment, insurance, regulatory, employment, or compliance advice.
Client remains solely responsible for obtaining professional advice appropriate to its business.
21.10 Disclaimer of Implied Warranties
Except for the limited warranty expressly stated in this Agreement, the Services, Deliverables, Subscription Services, software, automation systems, websites, reports, artificial intelligence tools, and all related materials are provided on an "as is" and "as available" basis.
To the fullest extent permitted by applicable law, Click Automations disclaims all other warranties, whether express, implied, statutory, or otherwise, including any implied warranties of:
merchantability;
fitness for a particular purpose;
title;
non-infringement;
uninterrupted availability;
satisfactory quality; and
accuracy.
Nothing in this Agreement excludes any warranty that cannot lawfully be disclaimed under applicable law.
21.11 Exclusive Remedy
If Click Automations breaches the limited warranty contained in this Article, Client's exclusive remedy shall be:
reperformance of the affected Services; or
if reperformance is not commercially reasonable, refund of the fees paid for the specific affected Services, at Click Automations' election.
21.12 Survival
The disclaimers, limitations, exclusions, and remedies contained in this Article shall survive termination or expiration of this Agreement to the extent permitted by applicable law.
Article 22. Limitation of Liability
22.1 Allocation of Risk
The parties acknowledge that the pricing for the Services reflects the allocation of risk established by this Agreement.
The limitations contained in this Article are an essential basis of the bargain between the parties.
22.2 Exclusion of Certain Damages
To the fullest extent permitted by applicable law, Click Automations shall not be liable for any indirect, incidental, consequential, exemplary, punitive, special, or enhanced damages arising out of or relating to this Agreement, including damages arising from:
lost profits;
lost revenue;
lost business opportunities;
loss of goodwill;
business interruption;
loss of anticipated savings;
loss of customers;
loss of advertising opportunities;
reputational harm;
loss of data;
corruption of data;
loss of use;
system downtime;
replacement costs;
or similar economic losses,
regardless of the legal theory asserted and even if advised of the possibility of such damages.
22.3 Aggregate Liability Cap
Except for liabilities that cannot be limited under applicable law, the total cumulative liability of Click Automations arising out of or relating to any claim shall not exceed the total fees actually paid by Client to Click Automations for the specific Services, Statement of Work, Order Form, Subscription, or other engagement that is the subject of the claim during the twelve (12) months immediately preceding the event giving rise to the claim.
If the claim arises from a one-time project or fixed-fee engagement that has been completed or terminated, Click Automations' total cumulative liability shall not exceed the total amount actually paid by Client for that specific project or engagement.
For claims arising from recurring subscription Services, the liability cap shall be limited to the total subscription fees actually paid by Client for the affected Subscription Service during the twelve (12) months immediately preceding the event giving rise to the claim.
Under no circumstances shall fees paid for unrelated Services, separate Statements of Work, independent consulting engagements, or other unrelated projects be aggregated for purposes of calculating the liability cap.
22.4 Multiple Claims
Multiple claims arising out of the same or related facts, events, transactions, or circumstances shall be treated as a single claim for purposes of applying the liability limitations contained in this Agreement.
22.5 No Liability for Third Parties
Click Automations shall not be liable for acts, omissions, failures, outages, security incidents, policy changes, pricing changes, service interruptions, or other conduct of Third-Party Platforms or independent service providers.
22.6 No Liability for Client Decisions
Click Automations shall not be responsible for losses resulting from Client's business decisions, including pricing, hiring, staffing, sales, budgeting, investment decisions, legal compliance, or operational strategies.
22.7 Duty to Mitigate
Each party agrees to use commercially reasonable efforts to mitigate any damages arising from an alleged breach of this Agreement.
Failure to take reasonable steps to reduce avoidable losses may limit recoverable damages to the extent permitted by applicable law.
22.8 Time Limitation for Claims
Except where prohibited by applicable law, any claim arising out of or relating to this Agreement must be commenced within one (1) year after the claiming party knew or reasonably should have known of the facts giving rise to the claim.
Claims filed after that period are permanently barred.
22.9 Exceptions
Nothing in this Article limits liability to the extent such limitation is prohibited by applicable law, including liability arising from:
fraud;
willful misconduct;
gross negligence where such limitation is prohibited;
intentional infringement of intellectual property rights; or
any other liability that cannot legally be limited or excluded.
22.10 Independent Limitations
Each limitation, exclusion, disclaimer, and liability cap contained in this Agreement shall apply independently.
If one provision is determined to be unenforceable, the remaining limitations shall continue in full force and effect to the maximum extent permitted by law.
22.11 Essential Purpose
The parties acknowledge that the liability limitations contained in this Agreement are reasonable in light of:
the nature of the Services;
the fees charged;
the availability of insurance;
the allocation of business risk; and
the parties' opportunity to negotiate the terms of this Agreement.
22.12 Survival
The limitations of liability contained in this Article shall survive expiration or termination of this Agreement.
Article 23. Indemnification
23.1 Mutual Indemnification
Each party (the "Indemnifying Party") agrees to defend, indemnify, and hold harmless the other party, together with its owners, officers, directors, managers, members, employees, contractors, successors, and permitted assigns (collectively, the "Indemnified Party"), from and against any third-party claims, demands, lawsuits, damages, judgments, settlements, penalties, fines, liabilities, costs, and reasonable attorneys' fees to the extent arising from:
(a) the Indemnifying Party's material breach of this Agreement;
(b) the Indemnifying Party's violation of applicable law;
(c) the Indemnifying Party's fraud or willful misconduct; or
(d) any matter for which the Indemnifying Party has expressly assumed responsibility under this Agreement.
23.2 Client Indemnification
Client shall defend, indemnify, and hold harmless Click Automations and its owners, officers, directors, managers, members, employees, contractors, affiliates, successors, and permitted assigns from and against any third-party claims, demands, lawsuits, damages, judgments, settlements, penalties, fines, liabilities, costs, and reasonable attorneys' fees arising out of or relating to:
Client Data;
Client Content;
Client's products or services;
Client's websites, landing pages, or online properties;
Client's business operations or business practices;
Client's advertising claims, promotional statements, or marketing representations;
Client's regulatory compliance;
Client's privacy practices;
Client's collection, storage, processing, or use of customer information;
marketing communications initiated on Client's behalf using information, content, approvals, or instructions supplied by Client;
Client's failure to obtain legally required consent for email, SMS, ringless voicemail, telephone, advertising, artificial intelligence communications, or other marketing communications;
violations of consumer protection, privacy, advertising, telemarketing, anti-spam, or electronic communications laws attributable to Client;
securities, investment, insurance, tax, legal, healthcare, financial, or other regulated advice or services offered by Client;
instructions, approvals, or directions provided by Client that Click Automations reasonably relied upon; or
Client's negligent, unlawful, fraudulent, or wrongful acts or omissions.
23.3 Intellectual Property Supplied by Client
Client represents and warrants that it possesses all rights, licenses, permissions, approvals, and legal authority necessary to authorize Click Automations to use all Client Content supplied or approved by Client.
Client shall defend, indemnify, and hold harmless Click Automations against any third-party claim alleging that Client Content infringes, misappropriates, dilutes, or otherwise violates any copyright, trademark, service mark, patent, trade secret, right of publicity, right of privacy, or other intellectual property or proprietary right.
23.4 Compliance with Marketing Laws
Client acknowledges that it is solely responsible for determining whether its business practices, advertising, products, services, and marketing communications comply with all applicable federal, state, local, and international laws governing advertising, consumer protection, privacy, telemarketing, electronic communications, artificial intelligence, and regulated industries.
Accordingly, Client shall indemnify Click Automations against third-party claims arising from Client's alleged failure to comply with applicable legal requirements, including those relating to:
advertising disclosures;
deceptive or misleading advertising;
consumer protection;
privacy;
email marketing;
SMS messaging;
ringless voicemail;
telephone communications;
marketing consent;
securities regulations;
insurance regulations;
financial services regulations;
healthcare regulations;
tax regulations; or
other laws applicable to Client's business.
Nothing in this section requires Client to indemnify Click Automations for Click Automations' own independent violations of law, fraud, willful misconduct, or material breach of this Agreement.
23.5 Artificial Intelligence Outputs
Client acknowledges that artificial intelligence technologies generate probabilistic outputs that require human review and approval before publication or implementation.
Client agrees that all AI-generated content, recommendations, analyses, automations, workflows, scripts, chatbot responses, voice agent responses, emails, advertisements, marketing copy, or other AI-generated materials shall be reviewed and approved by Client before being relied upon, published, distributed, or implemented.
Accordingly, Client shall indemnify Click Automations against third-party claims arising from Client's publication, distribution, implementation, or commercial use of AI-generated materials approved by Client, except to the extent such claims arise directly from Click Automations' independent fraud, willful misconduct, or material violation of applicable law.
23.6 Third-Party Platforms
Click Automations shall not be responsible for defending or indemnifying Client against claims arising from:
actions or omissions of Third-Party Platforms;
account suspensions;
advertising disapprovals;
platform policy enforcement;
algorithm changes;
API modifications;
pricing changes;
vendor service interruptions;
platform outages;
cybersecurity incidents affecting Third-Party Platforms;
software defects originating with Third-Party Platforms; or
other actions beyond Click Automations' reasonable control.
23.7 Conditions of Indemnification
An Indemnified Party seeking indemnification shall:
(a) promptly notify the Indemnifying Party after becoming aware of a claim, provided that failure to provide prompt notice shall not relieve the Indemnifying Party of its obligations except to the extent materially prejudiced;
(b) provide reasonable cooperation in defending the claim; and
(c) permit the Indemnifying Party to assume control of the defense, subject to the terms of this Agreement.
23.8 Control of Defense
The Indemnifying Party may control the defense and settlement of any indemnified claim using counsel of its choosing.
However, the Indemnifying Party shall not settle any claim in a manner that:
admits liability on behalf of the Indemnified Party;
imposes injunctive relief upon the Indemnified Party;
requires the Indemnified Party to make any payment;
materially affects the Indemnified Party's business, reputation, or contractual rights; or
imposes continuing obligations upon the Indemnified Party,
unless the Indemnified Party provides prior written consent, which shall not be unreasonably withheld, conditioned, or delayed.
The Indemnified Party may participate in the defense using counsel of its own choosing at its own expense.
23.9 No Duplicate Recovery
An Indemnified Party shall not recover the same damages more than once under this Agreement.
Amounts recovered under this Article shall be reduced to the extent the same damages have already been recovered under another provision of this Agreement or from applicable insurance.
23.10 Exclusive Allocation
The indemnification obligations contained in this Article allocate responsibility between the parties for specified third-party claims.
Nothing in this Article expands either party's liability beyond the limitations contained elsewhere in this Agreement, except where applicable law prohibits such limitations.
23.11 Survival
The indemnification obligations contained in this Article shall survive termination or expiration of this Agreement with respect to claims arising from events occurring during the term of this Agreement.
Article 24. Insurance
24.1 Independent Insurance
Each party is solely responsible for determining and maintaining any insurance coverage it considers appropriate for its own business operations, employees, property, data, and legal obligations.
Nothing in this Agreement shall require either party to obtain or maintain any particular insurance policy, coverage limit, deductible, endorsement, or insurer unless expressly agreed in a separate written agreement signed by both parties.
24.2 No Reliance
Neither party shall rely upon the existence or absence of insurance maintained by the other party in determining its rights or obligations under this Agreement.
The allocation of risk established by this Agreement applies regardless of whether either party maintains insurance.
24.3 No Expansion of Liability
The existence, amount, or terms of any insurance maintained by either party shall not:
increase liability under this Agreement;
modify any limitation of liability;
create additional duties;
establish a higher standard of care; or
expand the remedies otherwise available under this Agreement.
24.4 No Insurance Advice
Click Automations does not provide insurance, risk management, or coverage advice.
Client is solely responsible for consulting its own insurance professionals regarding the adequacy of its insurance coverage.
24.5 Survival
The provisions of this Article shall survive termination or expiration of this Agreement.
Article 25. Dispute Resolution
25.1 Good Faith Resolution
The parties recognize that disputes occasionally arise in the course of complex business relationships and agree to use good faith efforts to resolve any dispute promptly, professionally, and efficiently before initiating formal legal proceedings.
Except where immediate legal action is reasonably necessary to preserve legal rights or where otherwise permitted under this Agreement or applicable law, neither party shall commence litigation or arbitration without first complying with this Article.
25.2 Notice of Dispute
A party asserting a dispute shall first provide written notice describing:
the nature of the dispute;
the relevant facts known at the time;
the contractual provisions believed to be involved, if known;
the relief requested; and
any information reasonably necessary for the other party to evaluate the dispute.
The parties acknowledge that the initial notice need not include every fact or legal theory that may later become known.
25.3 Executive-Level Discussion
Within fifteen (15) calendar days after receipt of a Notice of Dispute, each party shall designate an individual with authority to negotiate a resolution.
Those representatives shall make a good faith effort to resolve the dispute through direct discussions.
The parties may conduct such discussions in person, by telephone, or through video conference.
25.4 Exchange of Information
During the resolution process, each party agrees to provide information reasonably necessary to evaluate the dispute, provided that neither party shall be required to disclose:
attorney-client privileged communications;
attorney work product;
confidential information belonging to third parties;
proprietary trade secrets unrelated to the dispute; or
information prohibited from disclosure by applicable law.
25.5 Preservation of Business Relationship
Unless continued performance is impossible, unlawful, or commercially unreasonable, the parties agree to continue performing those obligations that are not the subject of the dispute during the dispute resolution process.
Client shall continue paying all undisputed amounts when due.
Click Automations shall continue providing Services that are not directly affected by the dispute.
Neither party waives any legal rights by continuing performance.
25.6 Optional Mediation
If the dispute has not been resolved within thirty (30) calendar days after delivery of the Notice of Dispute, either party may request non-binding mediation before a mutually agreed mediator.
Unless otherwise agreed:
mediation may occur remotely or at another mutually agreed location;
the mediator shall be selected by mutual agreement;
each party shall bear its own attorneys' fees and costs; and
the mediator's fees shall be shared equally.
Participation in mediation shall not prevent either party from later pursuing arbitration or any other remedy permitted under this Agreement.
25.7 Preservation of Legal Remedies and Suspension of Performance
The dispute resolution procedures contained in this Article shall not impair either party's ability to seek provisional, temporary, equitable, or other relief available under applicable law where reasonably necessary to preserve its legal rights pending final resolution of the dispute.
If either party initiates arbitration, litigation, or other formal legal proceedings arising out of or relating to this Agreement, Click Automations may, upon written notice to Client, suspend or discontinue any remaining Services that have not yet been performed until the dispute has been finally resolved or the parties otherwise agree in writing.
Such suspension or discontinuation of Services shall not constitute:
an admission of liability;
an admission of fault;
a waiver of any right, claim, defense, or remedy available under this Agreement or applicable law; or
a breach of this Agreement by Click Automations.
Client acknowledges and agrees that the initiation of formal legal proceedings shall not entitle Client to a refund of fees for Services previously performed, Deliverables previously provided, subscriptions previously rendered, licenses previously granted, or other amounts earned by Click Automations prior to the effective date of the suspension or termination, except to the extent required by a final, non-appealable judgment of a court or arbitrator of competent jurisdiction or as otherwise required by applicable law.
Any suspension of Services under this Section shall be governed by, and construed consistently with, the Suspension and Termination provisions of Article 20.
25.8 Professional Communications
During any dispute, the parties agree to communicate in a professional and commercially reasonable manner.
Neither party shall knowingly make false or misleading statements regarding the dispute to customers, vendors, business partners, employees, or the public.
Nothing in this Section prohibits truthful statements required by law or statements made in legal proceedings.
25.9 Confidentiality of Settlement Discussions
All settlement discussions, compromise negotiations, mediation communications, and other communications made for the purpose of resolving a dispute shall be treated as confidential to the fullest extent permitted by applicable law.
Such communications shall not be admissible as evidence except as otherwise permitted under applicable law or the applicable rules of evidence.
25.10 No Waiver
Participation in negotiations, mediation, settlement discussions, or other dispute resolution efforts shall not constitute:
an admission of liability;
a waiver of legal rights;
a modification of this Agreement; or
an agreement to settle.
No settlement shall be binding unless memorialized in a written agreement signed by authorized representatives of both parties.
25.11 Tolling of Contractual Deadlines
To encourage meaningful negotiations, any contractual deadline for initiating arbitration under this Agreement shall be suspended while the parties are actively participating in the dispute resolution procedures described in this Article, unless otherwise required by applicable law.
Nothing in this Section shall extend or modify any statute of limitations or other deadline established by applicable law unless such extension is expressly permitted by law.
25.12 Good Faith Participation
The parties acknowledge that this Article requires good faith participation in the dispute resolution process but does not require either party to accept a settlement proposal, compromise legal rights, or agree to terms it believes are not commercially reasonable.
25.13 Survival
The rights and obligations contained in this Article shall survive the termination or expiration of this Agreement with respect to any dispute arising out of or relating to events occurring during the term of this Agreement.
Article 26. Binding Arbitration
26.1 Agreement to Arbitrate
Except as otherwise expressly provided in this Agreement, any claim, dispute, controversy, or cause of action arising out of or relating to this Agreement, the Services, Deliverables, Subscription Services, Software, Artificial Intelligence Services, or the relationship between the parties shall be resolved exclusively through final and binding arbitration.
The parties knowingly and voluntarily waive the right to litigate such disputes before a court or jury except as expressly permitted by this Agreement or applicable law.
26.2 Scope
This arbitration provision applies to all claims, whether arising under:
contract;
tort;
statute;
fraud;
misrepresentation;
negligence;
unjust enrichment;
equitable principles; or
any other legal or equitable theory.
This Article shall survive termination or expiration of this Agreement.
26.3 Arbitration Administrator
Unless otherwise agreed in writing, arbitration shall be administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules then in effect, except where modified by this Agreement.
If AAA is unwilling or unable to administer the arbitration, the parties shall mutually agree upon another nationally recognized arbitration provider. If no agreement is reached within fifteen (15) calendar days, either party may petition a court of competent jurisdiction located in Maricopa County, Arizona solely for the appointment of an arbitration provider or arbitrator.
26.4 Venue
The exclusive seat and legal place of arbitration shall be Maricopa County, Arizona.
Hearings may occur in person, remotely by secure video conference, or by another method determined by the arbitrator.
26.5 Governing Law
This Agreement shall be governed by the laws of the State of Arizona without regard to its conflict-of-law principles.
The Federal Arbitration Act shall govern the interpretation and enforcement of this Article to the fullest extent applicable.
26.6 Arbitrator
The arbitration shall be conducted before a single neutral arbitrator experienced in commercial contract disputes involving technology, software, SaaS, digital marketing, artificial intelligence, or similar business services.
The arbitrator may award any remedy available under applicable law that is not otherwise limited by this Agreement.
The arbitrator shall have no authority to rewrite, modify, or invalidate any provision of this Agreement except as required by applicable law.
26.7 Confidential Proceedings
To the fullest extent permitted by applicable law, the parties agree that the arbitration proceedings, including pleadings, testimony, evidence, discovery, motions, hearings, settlement discussions, awards, and related materials, shall remain confidential unless disclosure is required by law, necessary to enforce an arbitration award, or reasonably necessary to protect a legal right.
26.8 Limited Discovery
Discovery shall be limited to that reasonably necessary for the fair resolution of the dispute, considering the amount in controversy, complexity of the issues, and proportionality of the requested discovery.
The arbitrator may limit cumulative, duplicative, burdensome, or disproportionate discovery.
26.9 Preservation of Legal Remedies
Nothing contained in this Article limits either party's ability to seek provisional or equitable relief as permitted under Article 25 or applicable law.
26.10 Collection and Payment Exception
Notwithstanding any other provision of this Agreement, Click Automations may pursue collection of unpaid invoices, subscription fees, late fees, interest, reimbursement obligations, or other undisputed payment obligations in any court of competent jurisdiction without first submitting such claims to arbitration.
Client agrees that the filing of arbitration, litigation, mediation, or any other dispute resolution proceeding shall not suspend, delay, offset, or otherwise excuse Client's obligation to pay amounts that are not reasonably disputed under this Agreement.
Nothing contained in this Section shall waive either party's right to arbitrate any disputed portion of a payment obligation.
26.11 Arbitration Costs
Each party shall initially bear its own attorneys' fees and costs.
Administrative fees and arbitrator compensation shall initially be shared equally unless otherwise required by the applicable arbitration rules.
The arbitrator may reallocate costs, attorneys' fees, and arbitration expenses in the final award as permitted by this Agreement or applicable law.
26.12 Prevailing Party
The substantially prevailing party in any arbitration arising out of or relating to this Agreement shall be entitled to recover its reasonable attorneys' fees, expert witness fees, arbitration costs, collection costs, and other litigation expenses to the fullest extent permitted by applicable law unless the arbitrator determines that such an award would be manifestly unjust.
26.13 Class Action Waiver
To the fullest extent permitted by applicable law, all claims shall be brought solely on an individual basis.
Neither party shall:
participate in a class action;
serve as a class representative;
participate as a member of any class;
pursue consolidated claims involving unrelated parties; or
seek relief on behalf of the general public except where expressly required by applicable law.
26.14 Consolidation
Claims between the same parties arising from substantially related transactions may be consolidated if the arbitrator determines consolidation promotes efficiency, avoids inconsistent results, and does not materially prejudice either party.
26.15 Time Limitation
Any arbitration arising out of this Agreement must be commenced within one (1) year after the claim accrued or reasonably should have been discovered unless a longer period is expressly required by applicable law.
26.16 Enforcement of Award
Judgment upon the arbitration award may be entered in any court having jurisdiction.
The arbitration award shall be final and binding upon the parties subject only to those rights of review expressly permitted under the Federal Arbitration Act or other applicable law.
26.17 Severability
If any provision of this Article is determined to be unenforceable, the remaining provisions shall remain in full force and effect to the fullest extent permitted by law.
If the Class Action Waiver contained in Section 26.13 is held unenforceable and cannot be severed with respect to a particular claim, only that claim shall proceed in a court of competent jurisdiction to the extent required by law, while all remaining claims shall remain subject to arbitration.
26.18 Survival
The provisions of this Article shall survive termination or expiration of this Agreement.
Article 27. Governing Law and Venue
27.1 Governing Law
This Agreement, including any Statement of Work, Order Form, Subscription, or other document incorporated by reference, shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict-of-law principles.
The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to this Agreement.
27.2 Exclusive Venue for Court Proceedings
To the extent any dispute is not subject to arbitration under this Agreement, or where judicial action is reasonably necessary to:
enforce an arbitration award;
compel arbitration;
appoint an arbitrator;
obtain provisional or equitable relief;
pursue collection of amounts expressly permitted under this Agreement; or
otherwise exercise rights permitted by applicable law,
the parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Maricopa County, Arizona.
Each party knowingly waives any objection based upon improper venue, lack of personal jurisdiction, or forum non conveniens to the fullest extent permitted by applicable law.
27.3 Consent to Personal Jurisdiction
Each party consents to the personal jurisdiction of the state and federal courts located in Maricopa County, Arizona for proceedings permitted under this Agreement.
Each party agrees that service of process may be made in any manner authorized by applicable law.
27.4 Waiver of Jury Trial
To the fullest extent permitted by applicable law, each party knowingly, voluntarily, and irrevocably waives any right to trial by jury in any judicial proceeding permitted under this Agreement.
27.5 No Punitive Construction
The parties acknowledge that this Agreement has been negotiated at arm's length.
Accordingly, no provision of this Agreement shall be construed against either party solely because that party drafted or proposed the provision.
27.6 Continuing Obligations
The commencement of arbitration or court proceedings shall not relieve either party of its obligation to perform those portions of this Agreement that are not the subject of the dispute, except as otherwise expressly provided in this Agreement.
27.7 Survival
This Article shall survive the termination or expiration of this Agreement.
Article 28. Force Majeure
28.1 Force Majeure Event
Neither party shall be liable for any delay, interruption, failure, or inability to perform its obligations under this Agreement to the extent such delay or failure is caused by events beyond that party's reasonable control ("Force Majeure Event"), including, without limitation:
acts of God;
natural disasters;
fire;
flood;
earthquake;
severe weather;
epidemic or pandemic;
war;
terrorism;
civil unrest;
labor disputes not involving the affected party's own workforce;
governmental actions;
changes in applicable law;
embargoes;
utility failures;
widespread internet outages;
telecommunications failures;
cloud service interruptions;
hosting failures;
domain name system (DNS) failures;
domain registrar outages;
cybersecurity incidents affecting third-party providers;
denial-of-service attacks;
failures or interruptions of third-party software, APIs, artificial intelligence platforms, advertising platforms, payment processors, or other technology services upon which performance reasonably depends; and
any other event beyond the reasonable control of the affected party.
28.2 Notice
The affected party shall provide notice to the other party within a commercially reasonable time after becoming aware of the Force Majeure Event, describing the nature of the event and its anticipated impact on performance to the extent reasonably known.
Failure to provide prompt notice shall not eliminate the protections of this Article unless the delay materially prejudices the other party.
28.3 Duty to Mitigate
The affected party shall use commercially reasonable efforts to minimize the effects of the Force Majeure Event and resume performance as soon as reasonably practicable.
Nothing in this Section requires a party to incur unreasonable expense, accept unreasonable commercial risk, settle labor disputes, or implement substitute services that are not commercially reasonable under the circumstances.
28.4 Temporary Suspension of Performance
During the continuation of a Force Majeure Event, the affected party's performance shall be suspended only to the extent reasonably affected by the event.
All obligations not affected by the Force Majeure Event shall continue to be performed.
28.5 Third-Party Technology Providers
Client acknowledges that many Services provided by Click Automations rely upon third-party technology providers, including software vendors, cloud infrastructure providers, artificial intelligence platforms, advertising platforms, internet service providers, payment processors, telecommunications providers, and application programming interfaces (APIs).
Click Automations shall not be responsible for delays, interruptions, reduced functionality, data unavailability, policy changes, service suspensions, outages, or other failures originating from or caused by such third-party providers where such events are beyond Click Automations' reasonable control.
28.6 Platform Policy Changes
Click Automations shall not be responsible for delays or inability to perform resulting from changes implemented by third-party platforms, including modifications to platform policies, advertising rules, API functionality, artificial intelligence capabilities, security requirements, privacy requirements, account restrictions, suspensions, or other operational changes outside Click Automations' reasonable control.
28.7 Payment Obligations
Except to the extent Services have been permanently terminated pursuant to this Agreement, a Force Majeure Event shall not automatically relieve Client of payment obligations for:
Services previously performed;
Deliverables previously provided;
Subscription Services already made available;
licenses previously granted; or
other amounts previously earned under this Agreement.
Nothing contained in this Section requires Client to pay for Services that Click Automations is permanently unable to provide as a result of termination under this Agreement.
28.8 Extended Force Majeure
If a Force Majeure Event continues for more than sixty (60) consecutive calendar days and materially prevents performance of a substantial portion of the Agreement, either party may terminate the affected Services or Statement of Work upon written notice.
Termination under this Section shall not affect:
amounts accrued before termination;
payment obligations for Services already performed;
licenses previously granted unless otherwise provided herein; or
any rights or obligations that survive termination under this Agreement.
28.9 No Waiver
A delay or failure to perform resulting from a Force Majeure Event shall not constitute:
a breach of this Agreement;
an event of default;
negligence;
an admission of liability; or
a waiver of any rights or remedies under this Agreement.
28.10 Survival
This Article shall survive the termination or expiration of this Agreement to the extent necessary to enforce rights or obligations arising from a Force Majeure Event that occurred during the term of this Agreement.
Article 29. Notices
29.1 Authorized Notices
Any notice, request, demand, approval, consent, or other communication required or permitted under this Agreement ("Notice") shall be given in writing and delivered in accordance with this Article.
Routine operational communications relating to the performance of Services, scheduling, support requests, project updates, invoices, approvals, Deliverables, change requests, or other day-to-day business matters may be transmitted electronically and shall constitute valid communications under this Agreement.
Formal legal Notices shall comply with the remaining provisions of this Article.
29.2 Method of Delivery
Formal legal Notices under this Agreement may be delivered by any of the following methods:
nationally recognized overnight courier;
certified or registered U.S. Mail, return receipt requested;
personal delivery with written acknowledgment of receipt; or
electronic mail (email) transmitted to the designated Notice email address identified by the receiving party.
A Notice transmitted by email shall be deemed effective only if the sending party does not receive an automated message indicating the email was undeliverable.
29.3 Addresses for Notice
Each party shall designate its Notice address and Notice email address in the applicable Statement of Work, Order Form, Subscription, or other written agreement executed by the parties.
Either party may update its Notice information by providing written Notice in accordance with this Article.
Neither party shall be responsible for a failure of delivery resulting from the other party's failure to maintain current contact information.
29.4 Effective Date of Notice
Unless otherwise expressly provided in this Agreement, a Notice shall be deemed received:
upon personal delivery;
on the date delivery is confirmed by the overnight courier;
three (3) business days after deposit in the United States Mail if properly addressed and postage prepaid; or
on the date transmitted by email if sent before 5:00 p.m. in the recipient's local time, or on the next business day if transmitted after that time.
29.5 Refusal or Failure to Accept Delivery
A Notice shall be deemed received if delivery is refused, intentionally avoided, or cannot be completed because the receiving party failed to maintain accurate contact information as required by this Agreement.
29.6 Electronic Communications
The parties acknowledge that electronic communications are the primary method of conducting business under this Agreement.
Accordingly, invoices, payment reminders, renewal notices, service updates, project communications, support responses, approvals, requests for information, Statements of Work, Change Orders, and similar operational communications may be transmitted electronically unless this Agreement expressly requires a Formal Legal Notice.
The parties agree that such electronic communications may be relied upon in the ordinary course of business.
29.7 Service Providers
Either party may utilize reputable third-party communication services, including email providers, customer relationship management systems (CRM), electronic signature platforms, project management systems, customer support platforms, or similar business communication tools to transmit Notices or other communications under this Agreement.
The use of such service providers shall not affect the validity of a Notice otherwise complying with this Article.
29.8 No Waiver
Failure to deliver a Notice in strict compliance with this Article shall not invalidate the Notice if the receiving party actually received the Notice and suffered no material prejudice as a result of the method of delivery.
29.9 Survival
This Article shall survive termination or expiration of this Agreement to the extent necessary to provide Notices concerning obligations or rights surviving termination.
Article 30. Miscellaneous
30.1 Entire Agreement
This Agreement, together with all Statements of Work, Order Forms, Subscriptions, Change Orders, policies, schedules, exhibits, attachments, and other documents expressly incorporated by reference, constitutes the complete and exclusive agreement between the parties concerning its subject matter.
This Agreement supersedes all prior or contemporaneous proposals, negotiations, discussions, representations, understandings, communications, and agreements, whether oral or written, relating to its subject matter.
30.2 Amendments
No amendment, modification, waiver, or supplement to this Agreement shall be effective unless it is in writing and signed by authorized representatives of both parties, except where this Agreement expressly permits updates to policies or procedures incorporated by reference.
No course of dealing, course of performance, oral statement, or email exchange shall modify this Agreement unless expressly stated otherwise herein.
30.3 Assignment
Neither party may assign, delegate, transfer, or otherwise convey this Agreement or any rights or obligations under it without the prior written consent of the other party, which shall not be unreasonably withheld, conditioned, or delayed.
Notwithstanding the foregoing, Click Automations may assign this Agreement, in whole or in part, without Client's consent:
to an affiliate;
in connection with a merger, acquisition, corporate reorganization, sale of substantially all assets, or similar business transaction; or
as part of an internal restructuring.
Any attempted assignment in violation of this Section shall be void to the extent permitted by applicable law.
30.4 Successors and Assigns
This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.
30.5 No Third-Party Beneficiaries
Except as expressly provided in this Agreement, nothing contained herein is intended to confer any rights or remedies upon any person or entity other than the parties and their respective permitted successors and assigns.
30.6 Relationship of the Parties
The parties are independent contractors.
Nothing contained in this Agreement shall be construed to create:
a partnership;
a joint venture;
a fiduciary relationship;
an agency relationship;
an employment relationship; or
any authority for either party to bind the other.
Neither party shall represent otherwise.
30.7 Waiver
No waiver of any breach, default, or provision of this Agreement shall be effective unless made in writing and signed by the party granting the waiver.
No waiver of any breach or default shall constitute a waiver of any preceding, subsequent, or continuing breach or default.
Delay or failure to exercise any right or remedy shall not constitute a waiver of that right or remedy.
30.8 Cumulative Remedies
Except where this Agreement expressly provides an exclusive remedy, all rights and remedies provided by this Agreement or available under applicable law shall be cumulative and may be exercised independently or together.
The exercise of one remedy shall not preclude the exercise of any other available remedy.
30.9 Severability
If any provision of this Agreement is determined by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
To the extent permitted by applicable law, any invalid or unenforceable provision shall be interpreted or modified only to the minimum extent necessary to render it enforceable while preserving the parties' original intent.
30.10 Interpretation
The headings contained in this Agreement are for convenience only and shall not affect interpretation.
Words importing the singular include the plural and vice versa where the context requires.
The words "including," "includes," and "include" shall be deemed to mean "including without limitation."
References to Articles, Sections, schedules, exhibits, Statements of Work, Order Forms, and other documents refer to those contained in or incorporated into this Agreement unless otherwise specified.
30.11 No Presumption Against Drafter
The parties acknowledge that this Agreement has been negotiated in good faith and shall not be construed against either party solely because that party drafted or proposed any provision.
Each party has had the opportunity to consult independent legal counsel before entering into this Agreement.
30.12 Further Assurances
Each party agrees to execute and deliver such additional documents and take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement.
30.13 Counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same agreement.
Signatures transmitted electronically or by electronic signature platform shall have the same legal effect as original handwritten signatures.
30.14 No Reliance
Each party acknowledges that, in entering into this Agreement, it has not relied upon any representation, warranty, promise, statement, projection, estimate, or expectation not expressly set forth in this Agreement.
Each party further acknowledges that it has entered into this Agreement based upon its own independent judgment and evaluation.
Nothing contained in this Section shall limit liability for fraud to the extent such liability cannot be waived under applicable law.
30.15 Compliance with Applicable Law
Each party shall comply with all applicable federal, state, and local laws and regulations relating to its respective obligations under this Agreement.
Neither party shall be required to perform any obligation that would violate applicable law.
30.16 Survival
Any provision of this Agreement that, by its nature or express terms, is intended to survive termination or expiration shall survive, including, without limitation:
payment obligations;
confidentiality obligations;
intellectual property rights;
limitations of liability;
indemnification obligations;
dispute resolution provisions;
arbitration provisions;
governing law provisions; and
any other provisions intended to survive.
Article 31. Electronic Signatures and Digital Transactions
31.1 Electronic Execution
The parties agree that this Agreement, together with any Statement of Work, Order Form, Subscription, Change Order, amendment, renewal, approval, authorization, or other document relating to the Services, may be executed electronically.
Electronic signatures shall have the same legal force and effect as original handwritten signatures to the fullest extent permitted by applicable law.
31.2 Electronic Acceptance
Client acknowledges and agrees that acceptance of this Agreement or any related document may occur through one or more of the following methods:
electronic signature;
selecting an electronic acceptance button, checkbox, or similar acknowledgment;
acceptance through an online portal or customer account;
acceptance through an electronic proposal system;
payment of an invoice or initial subscription fee after receipt of this Agreement or an applicable Order Form;
written confirmation transmitted by email; or
any other electronic method demonstrating Client's intent to accept the applicable terms.
Each such method shall constitute legally binding acceptance to the fullest extent permitted by applicable law.
31.3 Electronic Communications
The parties agree that communications transmitted electronically, including emails, customer relationship management (CRM) platforms, project management systems, customer portals, electronic signature platforms, support ticket systems, messaging platforms, or other commercially reasonable electronic communication systems, may be relied upon in conducting business under this Agreement.
Unless this Agreement expressly requires a Formal Legal Notice under Article 29, such communications may constitute valid approvals, instructions, requests, acknowledgments, authorizations, and other operational communications relating to the Services.
31.4 Electronic Approvals
Client acknowledges that approvals provided electronically may include approval of:
advertising campaigns;
marketing content;
websites;
landing pages;
creative materials;
artificial intelligence outputs;
automations;
workflows;
email campaigns;
text messaging campaigns;
proposals;
Statements of Work;
Change Orders;
invoices;
Deliverables; and
other Services provided under this Agreement.
Click Automations may reasonably rely upon such electronic approvals unless Client promptly provides written notice withdrawing or correcting the approval before implementation.
31.5 Electronic Records
Each party agrees that electronic records maintained in the ordinary course of business, including:
emails;
electronic signatures;
audit logs;
CRM records;
billing records;
payment records;
customer portal records;
support tickets;
project management records;
workflow histories;
communication logs; and
other digital business records,
may be used as evidence of the parties' communications, approvals, transactions, and performance under this Agreement to the fullest extent permitted by applicable law.
31.6 Record Retention
Click Automations may maintain business records in electronic format and may rely upon electronically stored information maintained in the ordinary course of business.
Nothing contained in this Agreement obligates Click Automations to retain any specific record for any particular period unless otherwise required by applicable law or expressly agreed in writing.
31.7 Security of Electronic Communications
Each party is responsible for maintaining reasonable security measures for its own email accounts, customer portals, devices, credentials, and other systems used to communicate under this Agreement.
Neither party shall be responsible for unauthorized instructions, approvals, or communications resulting from the other party's failure to adequately protect its own accounts, passwords, devices, or authentication credentials, except to the extent caused by the receiving party's own fraud, willful misconduct, or violation of applicable law.
31.8 Authority
Each individual electronically executing this Agreement or providing approvals, authorizations, or instructions on behalf of a party represents and warrants that he or she has the legal authority to bind that party with respect to the applicable transaction or communication.
31.9 Applicable Law
The parties intend that this Agreement comply with all applicable laws governing electronic signatures and electronic records, including the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), the Arizona Electronic Transactions Act, and any other applicable electronic transaction laws.
To the extent any applicable law is amended or replaced, this Agreement shall be interpreted to maximize the enforceability of electronic transactions consistent with such law.
31.10 Survival
The provisions of this Article shall survive termination or expiration of this Agreement to the extent necessary to enforce electronic transactions, approvals, communications, and records created during the term of this Agreement.
EXHIBIT A
Statement of Work (SOW)
Each engagement under this Agreement shall be governed by a separately executed Statement of Work ("SOW").
Each SOW should include, as applicable:
Client Name
Effective Date
Services
Deliverables
Subscription Plan
Project Scope
Timeline
Client Responsibilities
Pricing
Payment Schedule
Advertising Budget (if applicable)
Third-Party Platforms
Acceptance Criteria
Special Terms
Authorized Signatures
If a conflict exists between this Master Subscription and Services Agreement and an executed Statement of Work, the Order of Precedence set forth in Article 3 shall control.
EXHIBIT B
Acceptable Use Policy
Client agrees that it shall not use the Services to:
violate any applicable law or regulation;
infringe another person's intellectual property rights;
distribute malware, viruses, or malicious code;
engage in fraudulent, deceptive, or misleading conduct;
transmit unlawful, defamatory, threatening, or harassing content;
violate the terms of service of third-party platforms;
interfere with the security or operation of the Services;
attempt to gain unauthorized access to systems, data, or accounts;
use the Services in connection with unlawful spam or prohibited messaging practices; or
use the Services in any manner that could reasonably expose Click Automations to legal or regulatory liability.
Click Automations reserves the right to suspend or terminate Services for material violations of this Acceptable Use Policy in accordance with Article 20.
EXHIBIT C
Artificial Intelligence Services Disclosure
Client acknowledges that certain Services may incorporate artificial intelligence technologies, including generative AI, machine learning, large language models, automation tools, voice agents, chatbots, predictive systems, and similar technologies.
Client understands and agrees that:
AI-generated content may contain errors or inaccuracies.
AI outputs require human review before publication or implementation.
AI systems may change without notice.
Third-party AI providers may modify functionality, pricing, availability, or usage policies.
Click Automations does not guarantee the accuracy, completeness, legality, originality, or suitability of AI-generated content.
Client remains solely responsible for reviewing and approving all AI-generated materials before use.
Nothing contained in this Exhibit modifies the warranty disclaimers or limitation of liability provisions contained elsewhere in this Agreement.
EXHIBIT D
Privacy and Data Processing Addendum
To the extent Click Automations processes personal information on behalf of Client, the parties agree to comply with all applicable privacy and data protection laws.
Client remains the owner and controller of Client Data unless otherwise agreed in writing.
Click Automations shall implement commercially reasonable administrative, technical, and organizational safeguards appropriate for the Services being provided.
Nothing contained herein shall be interpreted as creating regulatory obligations beyond those otherwise imposed by applicable law or a separately executed Data Processing Agreement.
EXHIBIT E
Service Level Expectations
Unless otherwise stated in an applicable Statement of Work, Click Automations will use commercially reasonable efforts to provide Services in accordance with normal business operations.
Client acknowledges that response times may vary depending upon:
project complexity;
priority level;
support request volume;
third-party platform availability;
Force Majeure Events;
weekends and holidays; and
information or approvals required from Client.
Service Level Expectations are intended as operational goals and are not guarantees of performance, uptime, response time, completion date, or business results.
EXHIBIT F
Client Marketing Expectations & Acknowledgment
Client acknowledges and understands the following:
Click Automations provides professional marketing, advertising, automation, AI, consulting, and technology services designed to improve marketing performance. Because business results depend on numerous factors outside Click Automations' control, no specific results are guaranteed.
Click Automations does not guarantee revenue, profitability, return on investment (ROI), leads, appointments, sales, webinar registrations, advertising approval, search rankings, or any other business outcome.
Advertising platforms, AI providers, search engines, CRM systems, and other third-party technologies frequently change their policies, algorithms, features, pricing, and functionality. These changes may affect campaign performance or require modifications to previously implemented strategies.
Marketing performance is influenced by many factors outside Click Automations' control, including market conditions, competition, seasonality, advertising budgets, pricing, follow-up processes, sales ability, customer service, and Client responsiveness.
Client is responsible for providing accurate information, timely feedback, required approvals, legal and regulatory compliance, and implementing recommended follow-up procedures.
Any projections, estimates, forecasts, examples, case studies, testimonials, or prior client results are provided for illustrative purposes only and do not constitute guarantees of future performance.
Artificial intelligence technologies may be used in providing certain Services. AI-generated content should always be reviewed and approved by Client before publication or implementation.
This Exhibit is intended to summarize certain important expectations of the parties. It does not modify, replace, or supersede the Master Services Agreement. In the event of any inconsistency, the Master Services Agreement shall control.
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