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Eden Ads
Standard Terms & Conditions

These Standard Terms and Conditions  (the “Terms”) govern your use of the services provided by Eden Ads (doing business as Eden Court, LLC, located at 19321 US HWY 19 N. Ste #409, Clearwater, FL 33764) (“we” or “us”).  These Terms apply to you (“you” or the “Client”) and any person or persons substantially owning your company who executes these Terms.

 

Please note: These Terms incorporate our Standard Terms & Conditions Addendum by reference.

 

By using our services, you agree to be bound by these Terms.


Eden Ads and the Client also are collectively referred to herein as the “Parties” and separately as a “Party.”

1. Scope of Services

 

Eden Ads agrees to provide marketing services as detailed in the list of deliverables corresponding to the services the Client purchased or subscribed to:

 

+ Digital Ads

+ Organic SEO 

+ Local SEO 

+ Web Services

+ Web Maintenance

 

Any additional services requested by the Client will be outlined in separate documents signed by the Parties and may incur additional charges.

 

2. Client Responsibilities

 

The Client acknowledges and agrees that individual results from marketing campaigns may vary based on numerous factors, including market conditions and consumer behavior. The Client further understands and accepts that the success of the campaigns is contingent upon their active participation and cooperation. The Client must provide timely access to all necessary assets, data, and resources essential for the successful execution of the campaigns, including but not limited to website access, branding materials, and relevant market data. Additionally, the Client is responsible for actively engaging with leads, customers, and website traffic generated through the marketing efforts conducted by Eden Ads. This engagement includes responding to inquiries, providing necessary information, and ensuring a positive user experience for visitors to the Client’s platforms. Eden Ads shall not be held responsible for the Client’s failure to engage timely and effectively with the leads, customers, or traffic generated for them.

3. Schedules and Availability

Eden Ads is available to respond to communications or answer by phone every Monday through Friday from 9:00 A.M. EST to 5:00 P.M. EST (including daylight savings time), except for or resulting from the following national holidays:

4. Intellectual Property

Any intellectual property developed by Eden Ads during the provision of services under these Terms shall remain the property of Eden Ads unless otherwise agreed upon in writing. Upon full payment to Eden Ads for all products and services rendered, all content created on the Client’s behalf shall belong to the Client. However, in the event of early termination of these Terms or failure to pay the balance due, the Client’s claim to any intellectual property rights pertaining to or resulting from any work performed by Eden Ads for the Client shall be forfeited and voided; and such intellectual property rights shall be fully vested in Eden Ads. The Client shall not use, reproduce, or distribute any intellectual property belonging to Eden Ads without prior written consent.

 

5. Branding and Marketing

 

The Client hereby grants Eden Ads a non-exclusive, irrevocable, and transferable right to use the Client’s brand name and logo for promotional purposes in Eden Ads’ marketing materials. Additionally, the Client allows Eden Ads to publish limited campaign results for promotional use. Eden Ads assures the Client that Client-provided information, including confidential sensitive details, confidential strategies, and trade secrets, will not be published or disclosed by Eden Ads to any third parties.

 

6. Refunds

 

The Client understands, acknowledges, and agrees that Eden Ads shall not be required to issue refunds for services rendered and that the Client’s payments made to Eden Ads for services are non-refundable.

 

7. Termination

 

These Terms shall remain in effect for the duration specified in Exhibit B hereto (the“Term”). Upon completion of the Term, either Party may terminate these Termsby delivering a written notice of such termination to the other Party at least 30 days prior to the designated termination date. In the event of a termination by the Client prior to end of the Term (an “Early Termination”), the Client shall be liable to pay Eden Ads an Early Termination fee (an “Early Termination Fee”) as provided in Exhibit B hereto, for which Eden Ads shall provide a detailed invoice outlining the calculation in accordance with such Exhibit B.

The Early Termination Fee is a reasonable estimate of the damages incurred by Eden Ads due to the early termination and is not intended as a penalty. The Early Termination Fee shall be payable by the Client to Eden Ads within 30 days of the designated termination date.

 

8. Confidentiality

 

Both Parties agree to keep confidential any of the following confidential information obtained from each other during the duration of these Terms (“Confidential Information”) and thereafter. Confidential Information shall include, but shall not be limited to, trade secrets, customer lists, business plans, business and technical information in any way relating to the development of digital communications and advertising that a Party regards as confidential, whether disclosed to the other Party in writing, orally, or in any other manner or form. This obligation of confidentiality shall survive the termination of these Terms and shall not terminate unless, and only to the extent, mutually agreed by the Parties in writing.

 

9. Limitation of Liability

 

Eden Ads’ liability for any claims arising out of these Terms shall be expressly limited to the total amount paid by the Client directly to Eden Ads under these Terms, thereby excluding (a) any payments made directly to Alphabet Inc. (“Google”), Meta Platforms, Inc. (“Facebook”), or any other third-party technology providers, contractors, vendors, or media syndicates; and (b) any payments to Eden Ads for expenses incurred on the Client’s behalf, including but not limited to subscription costs, material costs, web hosting fees, payments to third-party contractors, and other similar expenses that are not recoverable by Eden Ads. Under no circumstances shall Eden Ads be liable for any consequential, incidental, indirect, special, or punitive damages. Furthermore, Eden Ads shall not be held responsible for any ad spend loss by the Client or any fraudulent charges to the Client’s credit cards or bank accounts resulting from security breaches involving Google, Facebook, or any other advertising platforms or providers.

 

10. Non-Exclusivity Acknowledgment

 

The Client acknowledges that the Client does not possess any inherent exclusivity rights to Eden Ads’ services. While Eden Ads commits to preserving the confidentiality of the Client’s proprietary strategies, Eden Ads shall have full discretion to employ Eden Ads’ own proprietary strategies, technologies, and techniques for any business purposes involving Eden Ads’ other clients. The Client may only obtain or claim exclusivity rights by fulfilling terms and conditions that specify and provide such rights in a separate exclusivity agreement which supersedes These Terms and Conditions.

 

11. Resolution Channels

 

Any disputes arising under or in connection with these Terms that cannot be resolved by negotiation shall be submitted to mediation administered by the American Arbitration Association under its Commercial Mediation Procedures conducted by a mediator located in either Hillsborough County or Pinellas County, Florida (the “Applicable Venue”), recognizing that Edens Ads is located in Pinellas County, Florida where its services hereunder are essentially provided. If a complete resolution of any such dispute is not achieved by such mediation within 90 days following a Party’s request for mediation, the Parties agree that their respective exclusive procedural remedies shall be binding arbitration conducted in the Applicable Venue before a single arbitrator and administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules; and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

 

12. Data Protection and Privacy

 

Eden Ads acknowledges the sensitive nature of the data it may access during the course of providing services. Eden Ads commits to handling all Client data, including personal information and business data, with utmost confidentiality and in compliance with applicable data protection laws. Eden Ads will not share, sell, or otherwise disclose Client data to any third parties without the explicit written consent of the Client.

 

13. Acknowledgment of Varied Results

 

The Client acknowledges and understands that the effectiveness and outcome of marketing campaigns can vary based upon the related diligence of the Client’s agents and employees, market dynamics, consumer preferences, and various external factors. Specific outcomes, including but not limited to sales, conversions, or user engagement, cannot be guaranteed; and no guarantees have been given to the Client by any person on behalf of Eden Ads.

 

14. Entire Agreement

 

These Terms as set forth above, including the Addendum and Exhibits hereto , constitutes the entire agreement and understanding by the Parties with respect to the subject matter hereof and their resulting obligations to each other, as herein described; and it supersedes any prior agreements and understandings between the Parties relating to the subject matter hereof. No amendment, change, or modification of these Terms shall be valid or binding unless the same is in writing and signed by the Party intended to be so bound. No waiver of any provision of this

 

These terms shall be valid unless it is in writing and signed by the Party against whom such waiver is sought to be enforced. Moreover, no valid waiver of any provision of these Terms, at any time, shall be deemed to be a waiver of any other provision of these Terms or a valid waiver of that same provision at any other time.

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