Effective Date: November 5, 2024
These Terms of Service (the "Agreement") govern the contractual relationship between One Vision Agency ("Company," "we," "us," or "our") and the client ("Client," "you," or "your") for subscription-based marketing services. By subscribing to our services, you acknowledge that you have read, understood, and agree to be bound by these Terms, including all policies referenced herein.
One Vision Agency provides marketing and advertising services including but not limited to:
Services are delivered on a subscription basis at the tier selected by Client. Specific deliverables, frequency, and channel allocations are detailed in your selected subscription plan and any accompanying Service Agreement or Statement of Work.
Access & Collaboration: Client must provide timely access to all necessary accounts (Meta Business Manager, Google Ads, SMS platforms, website hosting, etc.), brand assets, login credentials, and information required for service delivery.
Content Approval: Client is responsible for reviewing and approving creative assets, ad copy, landing page content, and campaign messaging prior to launch. Company is not liable for content approved by Client.
Compliance Representation: Client represents and warrants that all marketing activities requested comply with applicable laws and that Client holds all necessary rights, licenses, and consents for use of trademarks, images, copy, and customer data.
Subscription Fees: Subscription fees are billed monthly or annually in advance, as selected at signup. Payment is due upon invoice issuance.
Ad Spend: All advertising spend (e.g., Meta Ads, Google Ads) is billed separately and managed directly through Client's payment method on the respective platform or reimbursed to Company if advanced on Client's behalf.
No Refunds: All subscription fees are non-refundable. In the event of early termination, no proration or refund will be issued for any unused portion of the subscription term.
Late Payment: Late or failed payments may result in service suspension and/or termination. Company reserves the right to charge interest on overdue balances at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less.
By Client: Client may terminate the subscription at any time by providing written notice. Termination is effective at the end of the current billing cycle. No refunds will be provided.
By Company: Company may terminate this Agreement immediately upon written notice if Client breaches any material term, fails to pay fees when due, or engages in illegal or unethical conduct.
Effect of Termination: Upon termination, Company will cease active campaign management. Client remains responsible for all fees incurred through the termination date. Access to proprietary tools, reports, and dashboards may be revoked. Client data may be deleted per our data retention policy outlined in our Privacy Policy.
Client Content: Client retains all ownership rights to pre-existing trademarks, logos, images, and materials provided to Company.
Work Product: Creative assets, ad copy, landing page designs, and campaign strategies developed by Company as part of the subscription service ("Work Product") are owned by Company. Upon full payment of all fees, Client is granted a limited, non-exclusive, non-transferable license to use the Work Product solely for Client's internal business purposes. This license terminates upon termination of the Agreement unless otherwise agreed in writing.
Company Property: All proprietary methodologies, software, templates, processes, and tools used by Company remain the exclusive property of Company.
TCPA Compliance: The Telephone Consumer Protection Act (TCPA) and related regulations impose strict requirements on SMS/MMS marketing, autodialed calls, and text messages. Client represents and warrants that:
CAN-SPAM Compliance: For email marketing, Client warrants compliance with the CAN-SPAM Act, including accurate header information, clear subject lines, and functional unsubscribe mechanisms.
Platform Policies: Client agrees to comply with Meta Advertising Policies, Google Ads Policies, and all other platform-specific terms and community standards.
Indemnification for Non-Compliance: Client agrees to indemnify and hold harmless Company from any claims, fines, penalties, or legal actions arising from Client's failure to obtain proper consents or comply with TCPA, CAN-SPAM, or other marketing regulations.
Data Controller vs. Data Processor: For purposes of data protection laws (including GDPR and CCPA/CPRA), Client is the Data Controller, and Company acts as a Data Processor (or Service Provider under CCPA). Client determines the purposes and means of processing personal data; Company processes data solely on Client's documented instructions.
DPA Incorporation: The parties agree to execute a Data Processing Addendum (DPA) that includes Standard Contractual Clauses (where applicable) and additional terms required by GDPR, CCPA/CPRA, and other privacy laws. The DPA is incorporated into this Agreement by reference and available upon request.
Client Obligations: Client must ensure that its privacy policy discloses data sharing with Company and complies with all applicable privacy laws, including providing notice and obtaining consent where required.
Company implements reasonable administrative, technical, and physical safeguards to protect Client data against unauthorized access, loss, or disclosure. However, no data transmission or storage system is 100% secure. Company is not liable for unauthorized access resulting from circumstances beyond its reasonable control.
Data Breach Notification: In the event of a data breach affecting Client data, Company will notify Client without undue delay and cooperate in any required breach response activities.
Client grants Company access to advertising accounts, social media accounts, website admin panels, and other necessary platforms. Client is responsible for maintaining the security of account credentials and must notify Company immediately of any suspected unauthorized access. Company will not be held liable for any damages resulting from compromised credentials unless caused by Company's gross negligence.
General Cap: To the fullest extent permitted by law, Company's total aggregate liability arising out of or related to this Agreement, whether in contract, tort, or otherwise, shall not exceed the total amount paid by Client to Company in the twelve (12) months immediately preceding the event giving rise to liability.
Exclusion of Consequential Damages: In no event shall Company be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, or business opportunities, even if advised of the possibility of such damages.
Unlimited Liability Carve-Outs: Notwithstanding the above limitations, Company's liability shall be unlimited for:
By Client: Client agrees to indemnify, defend, and hold harmless Company, its affiliates, officers, employees, agents, and contractors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
By Company: Company agrees to indemnify Client against third-party claims alleging that Work Product created solely by Company infringes a third party's intellectual property rights, provided Client has used the Work Product strictly in accordance with this Agreement and has not modified it. This indemnity does not apply to materials provided by Client or infringement resulting from combination with Client's materials.
Marketing outcomes depend on numerous factors beyond Company's control, including market conditions, competition, ad platform algorithms, audience behavior, and Client's business operations. Company makes no guarantees or warranties regarding specific results, including but not limited to leads generated, conversion rates, sales volume, return on ad spend (ROAS), or revenue. All projections, forecasts, or estimates provided are for illustrative purposes only and do not constitute binding commitments.
Each party agrees to maintain the confidentiality of all non-public information disclosed by the other party ("Confidential Information") and use it solely for purposes of performing under this Agreement. Confidential Information does not include information that: (a) is publicly available through no breach of this Agreement; (b) was lawfully received from a third party without breach of confidentiality obligations; (c) was independently developed; or (d) must be disclosed pursuant to legal or regulatory requirement.
Upon termination, each party must return or destroy Confidential Information as directed.
Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles.
Mandatory Arbitration: Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration in Los Angeles County, California, before a single arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the arbitration award may be entered in any court having jurisdiction.
Class Action Waiver: Each party agrees that any proceedings to resolve disputes will be conducted on an individual basis and not as a class action, consolidated action, or representative action. Each party waives any right to pursue disputes on a class-wide basis.
Exceptions: Either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect intellectual property rights or confidential information without first engaging in arbitration.
Modifications: Company reserves the right to modify these Terms at any time. Material changes will be communicated via email or account notification at least thirty (30) days prior to the effective date. Continued use of services after the effective date constitutes acceptance of the revised Terms.
Entire Agreement: This Agreement, together with any executed Service Agreement, Statement of Work, Data Processing Addendum, and referenced policies (including our Privacy Policy), constitutes the entire agreement between the parties and supersedes all prior negotiations, understandings, or agreements, whether written or oral.
Company is an independent contractor, not an employee, agent, partner, or joint venturer of Client. Nothing in this Agreement creates an employment, agency, partnership, or joint venture relationship. Company is solely responsible for all taxes, insurance, and benefits for its personnel.
Services are provided "AS IS" and "AS AVAILABLE" without warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Company does not warrant that services will be uninterrupted, error-free, or meet Client's specific requirements.
Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, labor disputes, pandemics, governmental actions, internet or utility failures, or third-party platform outages (e.g., Meta, Google downtime). The affected party must provide prompt notice and use reasonable efforts to resume performance.
Email: [email protected]
Response Time: We respond to all inquiries within 1 business day
By subscribing to One Vision Agency services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service in their entirety.