Terms of Service Agreement
Last Modified: Rev. November 16, 2019
Thank you for choosing One Loop Marketing!
Please read these Terms carefully.
By signing up as a client of One Loop Marketing, you’re agreeing to these Terms. This is a legal agreement. We’ll start with the basics, including a few definitions that should help you understand this agreement.
One Loop Marketing LLC, provides digital advertising services (the “Services”), to which Client may sign up through a URL located on or through our Website www.OneLoopMarketing.com (the “Website”) or through a written instrument such as a written agreement. One Loop Marketing is a Colorado Limited Liability Company, (“One Loop Marketing,” “we,” or “us”, or “1LOOP“).
1LOOP may have employees, independent contractors, and representatives (“our Team”). One Loop Marketing places advertisements online via advertising platforms like Google, Bing, Facebook, Twitter, Amazon, LinkedIn, Baidu, and others, and may include programmatic providers (our “Partners”).
As a Client of the Services or a representative of an entity that’s a Client of the Services, you’re a “Client” according to this agreement (or “you” or “your“).
THE SERVICES ARE OFFERED TO CLIENT ONLY UPON THE CONDITION THAT CLIENT ACCEPTS ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY RECEIVING OR USING ANY OF THE SERVICES, IN WHOLE OR IN PART, CLIENT AGREES TO ENTER INTO THIS AGREEMENT.
One Loop Marketing LLC will make reasonable efforts to accurately represent its service(s) and its potential and establish a “reasonable expectation of success.” There is no guarantee that you will earn any money using our service(s) or the techniques and/or the ideas we provide.
In order to engage One Loop Marketing, you must:
• be at least eighteen (18) years old and be able to enter into contracts;
• agree to the Terms; and
• provide true, complete, and up to date contact and billing information.
By engaging One Loop Marketing, you represent and warrant that you meet all the requirements listed above, and that you won’t use 1LOOPs’ Services in a way that violates any laws or regulations or policies, including the advertising policies of Partners like Google, Bing and Facebook. 1LOOP may refuse service or close accounts of any users, and change eligibility requirements at any time.
You Accept the Terms and Begin the Term by:
- signing up for any Services
- paying for any Services
- actually using any Services
- or signing a “One Loop Marketing Terms of Service Agreement”
the Term continues as long as you use the Services. Doing any of the above means that you have officially “signed” the Terms.
If you sign up for One Loop Marketing on behalf of a company or other entity, you represent and warrant that you have the authority to accept these Terms on their behalf.
- Additional Terms may apply to any specific project and will be included in the“Project Proposal or Project Plan“ along with its accompanying signature page.
3. Subscription Period
One Loop Marketing will provide the Services to Client on a month-to-month basis (each month during which Services are provided to Client hereunder is referred to herein as a (“Subscription Period”).
Client authorizes One Loop Marketing to act on Client’s behalf as Client’s search marketing provider during the initial Subscription Period and all renewal Subscription Periods, with respect to all Services provided by One Loop Marketing hereunder.
Such authorization includes the right to post, publish and edit Client’s Web business profile information and Internet and social media advertisements and (where elected by Client) to post content to such profiles or advertisements.
5. Content Review and Approval
Client has the right to review and approve the content used in marketing its products, services or business as provided by One Loop Marketing.
- The review and approval process will remain in effect until written notice is given to One Loop Marketing that Client no longer desires to pre-approve its content.
- One Loop Marketing shall have discretion to make incidental changes without pre-approval during the course of its management and “tuning” of the content to be used in furtherance of the Marketing Services.
6. Marketing Plans, Search Engine Guidelines, and Keywords
(a) Marketing Plans. Client shall inform One Loop Marketing of any past or future marketing plans implemented or you intend to implement so that 1LOOP may factor such plans into its planning for the Services hereunder.
(b) Search Engine Guidelines. One Loop Marketing shall not be responsible for any search engine guideline penalties caused by Client’s marketing plans, whether or not disclosed to One Loop Marketing.
(c) Keywords. One Loop Marketing shall have discretion to select individual words or phrases (“Keywords”) to be used in furtherance of the Marketing Services. If Client requests the use of certain Keywords, One Loop Marketing will exercise reasonable efforts to employ such Keywords within the scope of the Marketing Services. One Loop Marketing shall not be liable to client or third parties in the event Client requests One Loop Marketing to use Keywords comprised of trademarks or other protected intellectual property of such third parties (such as competitors). One Loop Marketing may (but shall have no obligation to), from time to time, remove from Client’s campaign, or suspend the use of, Keywords which One Loop Marketing determines, in its sole and absolute discretion may interfere with third party intellectual property rights.
7. Campaign Period, Campaign Budget, and Campaign Ad-Spend
(a) Campaign Period
One Loop Marketing will provide the Paid Advertising Services to Client on a periodic basis agreed upon by Client and 1LOOP during the sign-up period (the “Campaign Period”). Unless earlier terminated as provided herein, the Campaign Period will begin on the date 1LOOP commences the Paid Advertising Services by submitting placement orders to search engines and/or publishers (i.e. Google, Facebook or others).
- Due to applicable start-up requirements and third party search engine or publisher procedures, the Campaign Period start date may not immediately correspond to the date designated in any sign-up documentation.
- The Campaign Period will end at the time Client’s Campaign Budget (defined herein) is substantially depleted in a given Campaign Period. Generally, a Campaign Period is intended to correspond to a month-to-month advertising cycle; however, 1LOOP cannot guarantee that Client’s Campaign Budget will be fully-utilized within any particular time period.
- Therefore, Client’s Campaign Period could be shorter or longer depending on the application of Client’s Campaign Budget from time to time.
- 1LOOP shall have the full and complete authority with respect to the application of the Campaign Budget during the Campaign Period.
(b) Campaign Budget
In the event Client and One Loop Marketing agree upon a different Campaign Budget during any Campaign Period, such revised Campaign Budget (and corresponding Campaign Charges) may be applicable in the current Campaign Period, the Campaign Period immediately following the current Campaign Period, or both.
1LOOP will confirm to client by email the details relating to any different Campaign Budget, and the application of such Budget to the current and following Campaign Periods and any other aspects of such different Campaign Budget.
(c) Campaign Ad-Spend
Campaign Ad-Spend (“Ad-Spend“) is defined as the total amount of moneys budgeted per month paid to the Ad delivery service (i.e. Google, Facebook or others). This amount is used in the calculation of the “Tiered FLAT Rate” for our services which determines our charges to you based on a tier. The tiers are typically provided and defined in a “Tiered Rates – Addendum” attached to our proposal or upon furtherance of the proposal process.
8. Call Tracking and Recording Service
If Client subscribes to our Call Tracking Service:
Client agrees that Client’s telephone conversations with Client’s customers or prospects, which occur as a result of the Paid Advertising Services may be recorded unless Client specifically elects not to have such calls recorded by written notice to One Loop Marketing.
Client agrees that One Loop Marketing may collect, store, analyze, track and process call meta-data (such as phone numbers, IP addresses, dates and times) relating to such calls, whether or not Client elects not to have such calls recorded.
Any customer or prospect calls may begin with an announcement that the call may be recorded for quality assurance and training purposes (or similar).
Both parties agree that if the customer or prospect continues with the call after this announcement, this constitutes the caller’s de facto consent to the recording. For purposes of quality assurance, training and assessment of effectiveness of its services, or all other lawful purposes, One Loop Marketing may, but is not obligated to access and review all recorded call data.
1LOOP may delete all recorded call data made within a Campaign Period 30 days after the end of that Period and shall have no obligation to store or retain such data thereafter.
CLIENT REPRESENTS WARRANTS AND COVENANTS THAT IT WILL HAVE ALL NECESSARY RIGHTS TO IMPLEMENT CALL TRACKING FEATURES PROVIDED BY ONE LOOP MARKETING HEREUNDER. CLIENT ACKNOWLEDGES THAT ONE LOOP MARKETING DISCLAIMS ALL LIABILITY THAT MAY ARISE AS A RESULT OF PROVIDING SUCH CALL TRACKING SERVICES.
9. Closing Your Account
You or One Loop Marketing may terminate this Agreement at any time and for any reason by giving Notice to the other party. We may suspend our Services to you at any time, with or without cause.
- If we terminate your account without cause, we’ll refund a pro-rated portion of your monthly prepayment. We won’t refund or reimburse you if there is cause, like a violation of these Terms or our Partners’ policies.
- If you terminate your account without cause, we will not refund a pro-rated portion of your monthly prepayment.
Under no circumstances do we terminate or delete any data of yours within your Google AdWords, Bing Ads, Facebook Ads or any other Partner account.
10. Partner Accounts
You are responsible for your relationship with our advertising Partners. While we can create the advertising account(s) with Google, Bing, Facebook, et al., on your behalf, you will be the sole owner of the account(s). You will need to maintain your own login credentials, current contact & billing information, and good payment standing with the Partner(s) at all times.
One Loop Marketing does not control, sponsor, or exercise influence over any of our advertising platform Partners or their products, services or decisions. Accordingly, you agree that One Loop Marketing shall not be responsible or liable for any loss or damage of any sort incurred as the result of your dealings with them or as the result of our dealings with them on your behalf.
11. Setup Credentials
To set up your Services, we may require access to accounts that you already control, such as Google Merchant Center, Google Analytics, Google Search Console, Google Tag Manager, Facebook Ads Manager, your shopping cart/website, or other third-party software or other Partner platforms. We will request the specific accesses required and will rely on you to provide them in a timely manner so that we can complete our setup and ongoing management tasks.
12. Changes to these Terms
13. Plans & Pricing
Since every project or campaign is different each begins with a conversation and a proposal. Depending on your needs some projects or campaigns will be based on the estimated number of hours needed to provide the service while others may be set with tiered or flat rates.
All projects and campaigns consist of a one-time setup fee, regardless of whether we are starting a new account or taking over management of an existing account, and a monthly management rate.
Fees are always charged in advance of each monthly period. However, there is no lock-in to the Services and no minimum contracts. If you are unsatisfied with your marketing results you can stop anytime. Set-up fees are not refundable and monthly management fees are not pro-rated.
Failure by Client to maintain valid and current payment arrangements with One Loop Marketing may result in interruption, suspension or cancellation of the Services. Such interruption does not relieve Client of the obligation to pay for Services already provided to Client by One Loop Marketing.
If One Loop Marketing is, or becomes, required by law to deduct or withhold any taxes (including without limited to sales taxes, use taxes, ad valorem taxes, or similar charges or assessments) from amounts due to One Loop Marketing from Client, then all amounts due from Client shall be increased so that the net amount actually received by One Loop Marketing after deduction or withholding of any such tax, charge or assessment will equal 100% of the agreed-upon charges.
All amounts not paid by Client shall bear interest at a rate of 1.0% per month (or the highest rate permitted by law, if less). Client agrees to pay all costs of collection (including reasonable attorney’s fees, expert witness fees, court costs, etc.) incurred by One Loop Marketing arising from or relating to enforcement of its rights against Client.
Client is not entitled to any credits, rebates, discounts (volume or otherwise) or refunds provided to One Loop Marketing by any third party, online search provider, or publishers.
Typically in the case of Projects or Consulting, 1LOOP will charge a Retainer. Your retainer is consumed at the hourly rate (in half hour increments) that you were quoted in your “Project Proposal or Project Plan” and includes any additional charges that may apply. Upon depletion of your retainer 1LOOP will request via email, permission to renew the retainer at the amount specified in your “Project Proposal or Project Plan.“
1LOOP will refund any unused portion (balance) of the retainer to You upon completion of an Objective (milestone) or upon completion of all Objectives as outlined in the “Project Proposal or Project Plan” (less any applicable fees for services rendered as of the date of receipt of notification).
Or at any time that You notify 1LOOP in writing within 5 business days that you wish to terminate the Service or Project. Refunds typically take seven (7) to fourteen (14) business days to complete. If 1LOOP terminates the Service or Project, 1LOOP will immediately notify you in writing and will begin the refund process as described above.
15. Promotional Credits
You may be in possession of promotional advertising credits provided by Partners. If you’d like us to apply those credits to your account, please be sure to inform your account manager or email us prior to the start of your campaign(s).
16. Credit Cards
As long as you are a Client or have an outstanding balance with us, you will provide us with valid credit card information and authorize us to deduct the monthly charges against that credit card. You are responsible to replace the information for any credit card that expires with information for a valid one.
Anyone using a credit card represents and warrants that they are authorized to use that credit card, and that any and all charges may be billed to that credit card and won’t be rejected.
If we’re unable to process your credit card order, we’ll try to contact you by email and suspend your account until your payment can be processed.
17. Charges for Add-Ons
Some features are offered as add-ons to your One Loop Marketing account. If you add on a feature that has a charge, then you’ll be billed that additional amount with each billing cycle for as long as the add-on is active.
Some add-ons, like Adroll, Amazon Ads or Baidu, are intended for particular use cases and may have additional terms or restrictions (“Additional Terms”).
18. Billing Changes
We may change our fees at any time by posting a new pricing structure to our Website and/or sending you a notification by email.
Ownership of content generated by One Loop Marketing in connection with the Services transfers from One Loop Marketing to Client (where applicable and where permitted by third party licensing arrangements) only after payment in full by Client of all invoices applicable to such content.
19. Your Primary Website(s)
You retain Ownership and licensing of all content, purchased or generated by One Loop Marketing on your behalf for your Primary Website. Ownership and licensing of any content applied to your Primary Website by One Loop Marketing on your behalf will be transferred at the time of publishing or updating that site.
20. Dedicated Marketing Websites & Sales Funnels
As part of some of the Services One Loop Marketing offers, our Team may construct Dedicated Marketing Websites (“Conversion Site(s) or Site(s)“) and/or Sales Funnels using proprietary software.
1LOOP’s Conversion Site(s), Online Sales Funnels (“Funnel(s)“) and any methods of optimization disclosed by One Loop Marketing to Client cannot be copied or used by Client except as expressly contemplated by this Agreement in connection with the Services, and any such right shall terminate upon termination of this Agreement unless expressly authorized in writing by One Loop Marketing. Client acknowledges that, at 1LOOP’s expense, a domain name may be registered and hosted with a Conversion Site and/or Online Sales Funnel created for Client in furtherance of delivery of the Services hereunder.
The Conversion Site(s) and/or Online Sales Funnel(s) its content, and related domain are integrated into One Loop Marketing’s proprietary digital marketing system and shall remain the property of One Loop Marketing and shall not be transferable to Client.
- In the case that the domain(s) was purchased and owned by the Client, the Client will retain ownership.
- Any content provided to us by you for use on the Conversion Site(s) and/or Funnel(s) will be returned or deleted at the end of the Subscription Period.
In providing the Services One Loop Marketing may utilize and/or make available to Client software owned by third parties and licensed to One Loop Marketing (“Third Party Software”). Client’s use (where permitted) of Third Party Software is governed by software licenses relating to such Third Party Software. These Terms of Service do not modify the terms of any Third Party Software license agreements.
21. Proprietary Rights Owned by Us
You will respect our proprietary rights in the Website and Conversion Site(s), Online Sales Funnel(s) and any software used to provide Services (proprietary rights include patents, trademarks, service marks, trade secrets, and copyrights). You may only use our brand assets, including our brand name, with prior written approval.
22. Proprietary Rights Owned by You
- Client is responsible for providing One Loop Marketing with current and accurate data necessary for us to provide the Services. As used herein, “Client Data” shall include, without limitation, client’s website domain name and URL, Client’s business name, address, telephone number(s), facsimile number(s), e-mail address(es), social media and website content subject matter, ideas and concepts, artwork, photographs, images and other materials or data submitted by Client to One Loop Marketing to enable us to provide the Services hereunder.
- Client hereby grants One Loop Marketing a non-exclusive, royalty-free, worldwide license during the term of this Agreement and all renewal terms to use, copy, display, modify and transmit the Client Data for purposes of providing the Services.
- While One Loop Marketing may use Client’s customer lists or customer information for purposes of providing the Services, One Loop Marketing does not sell or distribute to third parties Client’s customer lists or aggregated customer information.
24. Our Right to Review Ad Campaigns
We may view, copy, and internally distribute content from your ad campaigns and account to create algorithms and programs (“Tools”) that help us spot problems, set bids, manage budgets and generate keyword lists. We may also use these Tools to find Clients who violate these Terms or laws or policies.
RULES AND ABUSE
25. Compliance with Laws
You represent and warrant that your use of One Loop Marketing Services will comply with all applicable laws and regulations. You are responsible for determining whether our Services are suitable for you to use in light of any regulations like HIPAA, GLB, EU Data Privacy Laws, or other laws. If you’re subject to regulations (like HIPAA) and you use our Services, then we won’t be liable if our Services don’t meet those requirements. You may not use our Services for any unlawful or discriminatory activities, including acts prohibited by the Federal Trade Commission Act, Fair Credit Reporting Act, Equal Credit Opportunity Act, or other laws that apply to commerce.
If you are located in the European Economic Area (EEA) or advertise to anyone in the EEA, you represent and warrant that in creating your retargeting lists, serving ads via One Loop Marketing Partners, and collecting information or serving cookies, you:
- will clearly describe in writing how you plan to use any data collected, including for your use or for One Loop Marketing.
- You have the necessary permission to allow One Loop Marketing to receive and process data and send communications to that individual on your behalf agree to indemnify and hold us harmless from any losses, including attorney fees, that result from your breach of any part of these warranties.
26. Limitation of Liability
To the maximum extent permitted by law, you assume full responsibility for any loss that results from your use of the One Loop Marketing Services, including any dealings with our Partners.
We and our Team won’t be liable for any indirect, punitive, special, or consequential damages under any circumstances, even if they’re based on negligence or we’ve been advised of the possibility of those damages.
Our total liability for all claims made about the Services in any month will be no more than what you paid us for the Services the month before.
27. No Warranties
To the maximum extent permitted by law, we provide the material on our Website and our Services as-is. That means we don’t provide warranties of any kind, either express or implied, including but not limited to warranties of merchantability and fitness for a particular purpose. Since people use One Loop Marketing for a variety of reasons and goals, we can’t guarantee that it will meet your specific needs. ONE LOOP MARKETING DOES NOT GUARANTEE ANY SPECIFIC RESULTS FROM THE SERVICES OR THAT YOU WILL EARN ANY MONEY USING OUR SERVICE(S) OR THE TECHNIQUES AND/OR IDEAS WE PROVIDE.
You agree to indemnify and hold us and our Team harmless from any losses, including attorney fees that result from any claims you make that aren’t allowed under these Terms due to a “Limitation of Liability” or other provision. (Indemnity is an agreement to compensate someone for a loss.) You also agree to indemnify and hold us harmless from any losses, including attorney fees, that result from third-party claims that you or someone using your Partner accounts did that, if true, would violate any of these Terms.
29. Attorney Fees
If an action is filed by either party for breach of these Terms, the prevailing party is entitled to recover reasonable attorney fees and any damages or other relief that may be awarded.
30. Equitable Relief
If you violate these Terms then we may seek injunctive relief (meaning we may request a court order to stop you) or other equitable relief.
31. Subpoena Fees
If we have to provide information in response to a subpoena related to your account, then we may charge you for our costs. These fees may include attorney and employee time spent retrieving the records, preparing documents, and participating in a deposition.
We and our Team aren’t responsible for the behavior of any Partners, linked websites, or other Customers or Clients.
You may not assign any of your rights under this agreement to anyone else. We may assign our rights to any other individual or entity at our discretion.
34. Choice of Law
35. Force Majeure
We won’t be held liable for any delays or failure in performance of any part of the Services, from any cause beyond our control. This includes, but is not limited to, acts of God, changes to law or regulations, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, zombie apocalypse, floods, strikes, power blackouts, volcanic action, unusually severe weather conditions, and acts of hackers or third-party software providers or internet service providers.
Even if this Agreement is terminated, the following sections will continue to apply: Proprietary Rights Owned by Us, Proprietary Rights Owned by You, Compliance with Laws, Limitation of Liability, No Warranties, Indemnity, Choice of Law, Severability, and Entire Agreement.
If it turns out that a section of this Agreement isn’t enforceable, then that section will be removed or edited as little as necessary, and the rest of the Terms will still be valid.
The titles and header texts are provided only to make this Agreement easier to read and understand. The fact that we wrote these Terms won’t affect the way this Agreement is interpreted.
39. Amendments and Waiver
Amendments or changes to these Terms won’t be effective until we post revised Terms on the Website. If we don’t immediately take action on a violation of these Terms, we do not give up or forfeit any rights under the Terms, and we may still take action at some point.
40. No Changes in Terms at Request of Client
Because we have many Clients, we cannot change these Terms for any one Client, Customer or group.
41. Further Actions
You’ll provide all documents and take any actions necessary to meet your obligations under these Terms.
42. Notices and Revisions
(a) Notices. Any notice to you will be effective when we send it to the last email or physical address you gave us. Any notice to us will be effective when delivered to us along with a copy to our legal counsel: Attn. Legal Department, One Loop Marketing, LLC, 68 Inverness Lane East #101, Englewood CO, 80112 or any addresses as we may later post on the Website.
(b) Revisions. In order to meet changes in search engine guidelines or other factors impacting Web and social media content optimization and marketing trends, One Loop Marketing may revise this Agreement at any time by updating this posting and providing Client with written notice of such update. Client should visit this page from time to time to review the current Agreement, which shall continue to be binding on Client in its revised form.
43. Entire Agreement
Where there’s a conflict between these Terms and the Additional Terms, the Additional Terms will control.
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Thanks for taking the time to learn about One Loop Marketings’ terms and policies.