The Customer Factory

Terms of Service

Section 1. Definitions.

In this agreement, the following definitions apply:

“Company”, “us”, or “our” is the vendor operating under the legal name Nextadz, LLC, located at 585 Colonial Park Drive, Roswell, GA 30097, USA, including its stockholders, corporate officers, agents, contractors, staff, employees, copyright holders, trademark owners, and/or associated entities.

“You”, “your” or “Client“ is the person enrolling, participating, accessing, or engaging in any free or paid services and/or accessing materials provided by the Company. 

“Program” or “Services”:  Any services, courses, programs, training, products, access, memberships, or platforms, provided by or sold by the Company under any of its names or brands. Some services are one-time purchases, some are recurring.

“Materials” are all documents, guides, booklets, digital or physical products, platforms, intellectual property, and any other proprietary information relating to the Services that are provided by the Company to the Client.  

Section 2.  Agreement

IF ANY OF THESE TERMS AND CONDITIONS ARE NOT FULLY UNDERSTOOD OR ACCEPTABLE TO YOU, PLEASE DO NOT ENGAGE OUR SERVICES OR ACCESS ANY ASSOCIATED MATERIALS OR CONTENT.

You agree that in exchange for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged that, by engaging in any paid or free Services provided by the Company, including the registering for or consumption of content provided directly or indirectly by the company, you are agreeing to be bound by the contents of this agreement now and in perpetuity, to the extent allowed by law.  Furthermore, you agree that the electronic execution of this document shall be fully binding. You represent that you have had sufficient opportunity to obtain competent legal advice prior to the execution of this agreement.

Entire Agreement
These Terms of Service represent the entire agreement between the parties. In its execution, you represent that you are not relying on any other oral, written, or other representations made than those contained in writing in this agreement. 

Not Legal or Professional Advice
The company seeks to provide accurate and authoritative information regarding the subject matter covered. It is provided with the understanding that the Company is not engaged in rendering legal, accounting, financial, management consulting, or other professional services.  

Governing Law and Jurisdiction. 
This Agreement shall be governed by and construed under the laws of the State of Georgia, USA, without giving effect to the conflicts of laws provision thereof. Each Party irrevocably submits to the exclusive jurisdiction of the United States District Court for North Georgia, for the purposes of any suit, action, or other proceeding arising out of this Agreement. Each Party agrees to commence any such action, suit or proceeding in the United States District Court for the Northern District of Georgia or, if such suit, action, or other proceeding may not be brought in such court for jurisdictional reasons, in the Supreme Court of the State of Georgia, Fulton County. Each Party irrevocably and unconditionally waives any objection to the laying of venue of any action, suit, or proceeding arising out of this Agreement in the United States District Court for the Northern District of Georgia, and hereby and thereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. 

Section 3. Payments and Service Provisions
The client understands once they have been accepted for Services that they are obliged to pay the full amount of the fees for the Services in accordance with an acceptable payment schedule. 

The client understands that once this agreement has been executed fees for Services will not be refunded partially or in totality. Separate and individual components are not refundable, transferrable, or interchangeable. Your account with us cannot be transferred to another client, entity, or individual.

Card Billing Authorization
For convenience, you agree to maintain a valid, authorized payment credit or debit card on file with us for payment of program fees. All program fees are collected in advance of services being rendered. All program fees are non-refundable once collected. The Client acknowledges that the Company is committing valuable resources to accommodate the Client and for the exclusive benefit of the Client.

Clients engaged in advertising Services must keep a valid card on file for use in paying for Facebook, etc. advertising fees. Fees paid to Facebook, Google, and other entities are governed under their individual Terms of Service and are paid directly from Client. Client agrees that Company may act as their agent and obligate client under applicable 3rd party agreements necessary for running and managing paid advertising on these platforms.  

Service Terms
The initial term for advertising Services begins upon the generation of your first lead and then every 30 days thereafter. For websites and other similar services the service term begins the day the site goes live then every 30 days thereafter. 

For training-based and membership services the commencement date is the day you are sent access credentials for the system (regardless of when/if you actually access them).  

All recurring fees are due and collected via credit card on file 7 business days ahead of the service anniversary date to allow time for any payment issues to be resolved without disrupting service. Failure to make payment for a service term does not remove the client’s obligation or act as a valid cancellation notice.

All fees collected paid non-refundable. There are no partial or fractional Service terms.

30 days Service Cancellation Notice Required
Services are provided in recurring 30-day terms. If you wish to cancel your recurring services, you must provide written notice at least 30 days before the start of the next service term. Please note that this may require you to make one additional payment for the upcoming service term.

Stopping paid ads before the end of a service term does not entitle the Client to claim any refund or repayment of feed paid. 

Account Abandonment
If an account is deemed abandoned by us, all unused service time and advanced paid monies are lost as partial compensation to the Company for maintaining/holding the services infrastructure and/or territory up to that time. In the case where a cancellation notice was not made, the Company may pursue any unpaid obligations of the Client due under this agreement.

Account Closure
In the case that your account becomes past due beyond the Service anniversary date, the Company may elect to restrict access or stop work on Services in whole or in part. Accounts may also be closed for misconduct, violation of this agreement, or if we determine that continued association with you is no longer in the best interest of our organization. No refunds will be issued on closed accounts.

Facebook, Google, and 3rd Party Platform Access
As an agency, we maintain our own separate advertising accounts for each client's advertising expenditures. We do not allow client access to our ad accounts or other systems related to delivering the Services.

Service Interruption
The Company is not responsible for disruptions to services caused by reasons of account closure, account suspensions, invalid credit cards, service interruptions, system failures, hacking, computer viruses, governmental action, or any other situation beyond the reasonable control of the Company. Company actions to resolve or mitigate these issues constitute valid and continued valuable services for the Client under this agreement.

Refunds and Chargebacks
The Company commits resources upon execution of this agreement by Client. Thus, fees cannot be refunded partially or in totality. This is due to the intensive and costly nature of provisioning the Services for the client. The client must participate in a live phone call before any purchases are made so the client can verify the Services are adequate for their needs. The client waives the right to dispute any payments made towards the Services via a chargeback with their bank or any other third parties used. If the client does charge back the payment, the client understands that the bank will decide the dispute in favor of the Company. If the Company receives a dispute or chargeback on the client's behalf, the Company reserves the right to collect on fees of the program and any outstanding amounts owed under the agreement. The Company also reserves the right to collect on fees of the program and any outstanding amounts in the case that the chargeback will be decided in favor of the client. The company may submit outstanding amounts to a collection agency. Once a chargeback has been received Company has the right to fully suspend the account and revoke the Services until the matter is resolved.

Section 4. Service Delivery and Expectations
As-Is Services
Company will supply Services to the Client and Company warrants to the Client that such Services have been prepared using reasonable care and skill. Services as complex as these will not be error-free, thus services are provided “as-is” and delivered with the best efforts of Company’s delivery personnel. 

Service Dependencies
The success of the Services provided to you depends upon the unique market situation and reputation of your business, levels of competition, and the quality and quantity of actions taken by you and your organization. Thus, Services are provided with no warranty of merchantability or guarantees of results, return on investment, exposure, branding, or any other specific benefit.  

No Income Guarantee
The Company can not and does not make any guarantees about your ability to get results or earn any money or profit with our Services, materials, ideas, information, training, tools, products, or strategies. Any financial numbers referenced within, or on/in any of our publications or sites, are illustrative of concepts only and should not be considered average earnings, exact earnings, results, or promises for actual or future performance. In no event will we be liable for any loss or damage including without limitation, indirect or consequential loss or damage, or any fines, loss, or damage whatsoever arising from loss of data, capital, or revenue arising out of, or in connection with, Company materials or Services. Company materials are provided for educational, entertainment, and informational purposes only.

Use caution and always consult your accountant, lawyer, consultant or professional advisors before acting on this or any information related to a change in your business operations or finances. You alone are responsible and accountable for your decisions, actions and results in life and business.

Recourse
You hereby agree and acknowledge that your only recourse for the perceived inadequacy of the Services is to discontinue further paid service.  

Assumed Risk
Client assumes any risk due to errors or omission by Company made in good faith performance of the Services and agrees to hold Company harmless for any damages, disruptions or other liabilities related to the delivery of services, even if flawed, by Company.

Company will under no circumstances whatsoever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with this agreement.

Section 5. Intellectual Property, Privacy and Indemnification

Intellectual Property Rights
Except as noted below, the websites, domain names, advertising accounts, custom audiences, social media accounts, landing pages, Facebook business pages, images, design, ad copy, headlines, calls to action, ads, phone numbers, newsletters, training documents, lessons, emails, text messages, videos, scripts, reports, etc. that are deployed, shared, created, or used in the course of this agreement shall remain owned and controlled exclusively by the Company regardless of client input or contribution in their development. Client may not independently use or cause to be transferred to any 3rd party any Company intellectual property. Copies or versions of company intellectual property may be deployed by us for other clients and in content and promotion for Company services without restriction. Text numbers registered for use by a clients EIN remain the property of the company and may be repurposed and re-registered to a future entity or let expire at the discretion of the Company. Client retains ownership to any pre-existing Facebook personal pages,  business pages, logos, brand names, databases/lists and branded content.  The leads resulting from your campaign also remain yours exclusively in perpetuity as do any mailing lists generated or provided to the Company by the Client.

Sub-Metrics Not Shared
Services do not include any obligation by Company to share, release, retain, or keep any analytics data, or provide any reporting of sub-metrics including but not limited to data related to impressions, clicks, conversion rates, split-tests, etc. Parties agree that all such performance information is the exclusive intellectual property owned by the Company.

Confidentiality and Liability

You agree to keep company materials and intellectual property confidential so as to preserve their financial value for the company and other users of the service. You may not give access to any Company system to anyone outside your organization including, but not limited to, other vendors. Individual copies of Company proprietary materials are often individually encoded for tracking and privacy. You agree to accept full legal and financial liability should the Company materials assigned to you be found to be improperly or illegally shared with others in any way. 

Testimonials & Case Studies

You and anyone acting on your behalf or in the service of your organization waive any intellectual property rights and protections and further grant a permanent, perpetual, non-revokable, non-exclusive royalty-free license to the Company, its affiliates, successors, and assigns, for the unrestricted right to use, reproduce, display, publish, and distribute testimonials, writings, and comments related to our Service provided by the Client, including but not limited to words, images, descriptions, logos, personal likenesses, names, feedback, reviews, verbal or text messages, and video content, in whole or impart for any lawful purpose in connection with the Company's business, including marketing, promotion, derivative works, and advertising in any form of media without any compensation. In providing a testimonial you agree that we may further create and distribute any derivative works, including case studies, that include all or part of the testimonial, for inclusion in our marketing. This may reveal certain aspects of your results and business practices. You hold us harmless from all use of such materials used for any legal use. This clause survives in perpetuity the termination of services. 

You hereby release and hold harmless the Company from any claims, damages, or liabilities arising from the use of any testimonials, comments, data, or materials provided. You agree to indemnify and defend the Company against all claims, including but not limited to those alleging that the testimonials are false, misleading, defamatory, or infringe upon the rights of third parties.

HIPAA Compliance

With the exception of Protected Health Information to be used in the performance of Services, you warrant that any content provided to Company shall be free from any restrictions on public display and unlimited promotional use. This includes but is not limited to copyright, HIPAA, or other privacy regulations or laws. You provide a non­-exclusive, perpetual license for such provided materials and agree to hold harmless, indemnify, and defend us and our personnel, agents, associates, or principals in the case of any disputes, alleged or actual infringement, or other issues arising from the use of the content you provided.  Our HIPAA Compliance Officer can be reached via contact@thecustomerfactory.com.

Section 6. Additional Terms

Laws and Regulations Compliance

We will endeavor to abide by all local, professional, and state regulations regarding the Service as we understand them. However, the responsibility and risk is yours for any legal, professional, consumer, public, and/or other adverse consequences resulting from your use of the Services. You agree to hold us, our agents, contractors, staff, and vendors harmless against any damages or claims resulting in whole or in part, directly or indirectly, as a result of the activities under this agreement.

Call Recording
Some Services give the option to record some program-generated lead calls for quality and statistical purposes. We shall cause an automatic notice to alert callers that calls may be recorded. You are obligated to notify any additional personnel (such as your staff) who require legal notification of call recording under the laws of your state.

Calls to and from our office may also be recorded. 

Incidental Advice

The Company, including all its executives, employees, and associates do not provide any form of legal, professional, financial, tax, medical, investment, employment, or business advice. Any advice on any of these topics given before, after, or during the term of this agreement shall be deemed incidental and free advice without any warranty or commercial value.

Severability

If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable. Section titles in this document are for convenience purposes only.No WaiverThe failure to enforce the performance of any provision by either party shall not affect either's right to require performance at any time thereafter, nor shall a waiver of any breach or default of this agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself.Entire Agreement. This agreement constitutes the entire agreement between the parties with respect to its subject matter. It supersedes all previous agreements and understandings between the parties. 

The Company may revise these Terms of Service and/or the Services at any time and without advanced notice. 

Section 7. Explicit Agreements for Lead Generation Services

1. KEY TIME FRAMES: Your initial 30-day service term does not start until the first lead is generated. Recurring service fees are charged 7 days before the beginning of each new service term. To stop service you must give a 30-day advanced cancellation notice.

2. NO GUARANTEES: New patient marketing is a cooperative activity where success also depends on you and your organization to play an active and crucial role, thus we can give no guarantees of results of any kind. We promise to apply our skills, techniques, and best efforts so as to continue to earn your business month after month. However, there are no guarantees of error-free service or any level of performance. The client acknowledges that their only remedy for dissatisfaction with Services is to cancel future services.

3. LAUNCH EXPECTATIONS: Not all marketing campaigns jump to immediate financial success. Most require several months to optimize and mature for long-term stable production. Thus, it is our strong advice that you commit yourself to at least 3 months of investing in this marketing program before evaluating its return on investment.

4. CORDINATION REQUIREMENT: We require regular coordination and feedback to deliver our services.  You must commit to a pre-scheduled monthly call with us to go over results, and budgets, and revise campaign goals. You may assign someone else in your organization to work with us on a day-to-day basis, but all major decisions about the service and campaigns must be approved by you as the customer. 

Contact Info:

585 Colonial Park Drive
Roswell, GA 30075
Email: contact@TheCustomerFactory.com