AdMachines Master Terms and Conditions

Last Updated: March 2025

These Master Terms and Conditions ("Agreement") constitute a binding contract between AdMachines, Inc. ("AdMachines," "we," "us," or "our") and you, the client ("Client," "you," or "your"). By accessing or using any services, websites, technology, or materials provided by AdMachines, you agree to be bound by these Terms and the incorporated documents, including the Privacy Policy, Acceptable Use Policy, and Website Accessibility Statement.

• Scope and Delivery of Services

• Scope of Services

AdMachines offers a range of digital marketing services, including but not limited to managed advertising (search, display, social media), software technology, lead generation, website hosting and design, SEO, analytics, reporting, and call tracking. These services are outlined in the Marketing Services Agreement agreed to by Client, and are governed by this Agreement.

• Term and Renewal

This Agreement has an initial term of twelve (12) months from the Effective Date. Unless otherwise stated, the Agreement will automatically renew another 12 months thereafter unless terminated in writing with at least thirty (30) days’ notice from the renewal date. The renewal date is the anniversary of the agreement when it was signed.

• Service Execution, Strategic Discretion, and No Guarantee of Perfection

AdMachines will use commercially reasonable efforts to provide a high-quality experience and successful execution of Services. However, Client acknowledges that digital marketing services inherently involve dynamic conditions, evolving platforms, and ongoing strategic adjustments. Accordingly, AdMachines reserves the right, in its professional judgment, to make changes to account strategy, advertising copy, targeting, budget allocation, and campaign configuration at any time without prior notice to Client, when such changes are deemed to be in Client’s best interest.

AdMachines account managers or personnel assigned to your account may change over time, and AdMachines reserves the right to assign, reassign, or replace any personnel in its sole discretion. While AdMachines endeavors to ensure continuity and quality of service, no specific personnel are guaranteed.

Client further acknowledges that (i) occasional errors, delays, or omissions may occur in the delivery of Services despite AdMachines’ best efforts; (ii) no strategy, campaign, or effort guarantees specific results, rankings, performance, or return on investment; and (iii) the Services are provided “as is” without warranties or representations of perfection. By entering this Agreement, Client authorizes AdMachines to act in a fiduciary capacity in making strategic and tactical decisions necessary to execute marketing initiatives on Client’s behalf.

While AdMachines strives to optimize marketing campaigns for the Client, Client acknowledges that marketing services inherently depend on external factors including audience behavior, market dynamics, and platform changes. No guarantees are made regarding specific performance metrics such as click-through rates (CTR), conversion rates, lead generation, or ROI. AdMachines will use commercially reasonable efforts but will not be liable for marketing campaign outcomes.

• Client Cooperation and Active Participation

Client agrees to provide full cooperation necessary for AdMachines to perform the Services effectively. This includes, but is not limited to, the timely delivery of Client-provided content, media assets, credentials, brand materials, and any other information reasonably requested by AdMachines. Client shall also make reasonable efforts to attend scheduled meetings, respond to communications within five (5) business days, and participate in strategic planning sessions.

Client acknowledges that AdMachines’ ability to deliver Services is materially dependent on active participation from a senior leader or decision-maker within the Client’s organization. While Client may delegate day-to-day communication to a marketing coordinator, assistant, or other third party, such delegation shall not relieve Client of the obligation to ensure ongoing strategic oversight and executive-level engagement. A lack of involvement by a senior decision-maker may materially impair AdMachines’ ability to execute strategy and maintain campaign continuity.

In the event of turnover, reassignment, or onboarding of new personnel on the Client side, Client agrees to proactively inform AdMachines and facilitate knowledge transfer. Client further acknowledges that onboarding new Client-side personnel or shifting points of contact may result in delays, reduced campaign momentum, or inefficiencies due to the need to reestablish strategy, objectives, or historical context. AdMachines shall not be held responsible for performance disruptions arising from such internal changes.

• No Abusive or Disruptive Behavior

Client agrees to conduct themselves in a professional, respectful, and collaborative manner throughout the term of this Agreement. AdMachines reserves the right to terminate or suspend Services if Client engages in any of the following behaviors:

• Abuse or Harassment: Engaging in abusive, threatening, or offensive behavior towards AdMachines personnel, including but not limited to physical, verbal, or emotional abuse.
  
  
• Unreasonable Demands: Making unreasonable or excessive demands that interfere with the normal course of business operations or prevent the timely delivery of Services.
  
  
• Disruptive Behavior: Disrupting the professional environment or operations of AdMachines, or otherwise impeding the ability of AdMachines employees or contractors to perform their duties.
  
  

Dispute Resolution

Any disputes between the parties must be immediately brought to the attention of AdMachines at help@admachines.com. AdMachines will make commercially reasonable efforts to address and resolve any issues. However, disputes arising from past issues that are unreasonable, excessive, or unrelated to current work may not be entertained. Client acknowledges that AdMachines has the right to disregard any claims that are based on past disagreements or unreasonable expectations, and such matters should be brought up promptly for resolution.

Should AdMachines determine, in its sole discretion, that Client's behavior has become disruptive, unreasonable, or in violation of this clause, AdMachines may suspend or terminate this Agreement immediately, with no refund or recourse to Client.

1. Advertising Account Access and Intellectual Property

• Advertising Account Access and User Permissions

Client will be granted standard user-level access to applicable advertising accounts (e.g., Google Ads, Microsoft Ads, Meta Business Manager) for the duration of the engagement. These accounts may be proprietary to AdMachines. Such access does not constitute ownership of the Licensed Materials (as defined below) within those accounts.

• Intellectual Property and Conditional Assignment of Advertising Accounts

2.1 Licensed Materials. "Licensed Materials" refers to all creative assets, campaigns, advertising copy, keyword libraries, conversion tracking configurations, reporting frameworks, and any other work product or proprietary configuration created by AdMachines in connection with the Services. Unless expressly stated otherwise, Licensed Materials remain the sole and exclusive property of AdMachines.

2.2 Conditional Assignment. AdMachines agrees to conditionally assign ownership of the Licensed Materials contained only within your designated advertising account(s)—and only those advertising accounts—upon satisfaction of either:

(a) Payment of a cumulative total of $54,000 in fees to AdMachines (inclusive of management, onboarding, and setup fees, but excluding any media spend paid to Google, Microsoft, Meta, or other third-party platforms); or

(b) Maintenance of an active managed services relationship for a continuous period of twenty-four (24) months. Upon meeting either condition, Client will be granted full administrative access to the designated advertising account(s), and the Licensed Materials within those accounts will become the Client’s property. This assignment does not extend to the AdMachines Marketing Platform, website infrastructure, landing page system, reporting dashboards, or any proprietary software, which remain exclusively owned by AdMachines.

This provision applies exclusively to active Management Clients and not to Machine Members or clients on software-only or non-managed service plans. Client may elect to buy out the remaining balance to reach the $54,000 threshold at any time. Exercising this option does not terminate or shorten the term of the services agreement unless modified in writing.

1. Billing, Budget, and Payments

• Billing & Payments

Services are billed monthly in advance, beginning on the Effective Date of this Agreement. Fees for onboarding, setup, and other one-time services are charged upon execution of the Agreement. Monthly charges recur on the same date each month (“Anniversary Date”). Past due invoices may incur a late fee of $35. Charges are non-refundable unless otherwise stated. Client expressly waives the right to dispute credit card or ACH charges related to Services rendered in good faith. Subscription fees are non-refundable unless otherwise stated. The Client’s subscription will automatically renew at the end of each billing period. Client agrees to pay all subscription fees, and additional charges for add-ons or changes to the Service, which may include increased features or expanded services. No refunds will be issued for unused service periods. AdMachines does not pay the Client’s media spend, including but not limited to Google Ads, Meta, Microsoft Advertising, or other third-party platforms. The Client is solely responsible for paying such media spend directly to the respective advertising platforms.

• Budget Management Policy

AdMachines uses reasonable efforts to manage advertising budgets across platforms, including Google, Bing, and Meta. However, due to automated platform behavior and real-time bidding environments, actual spend may exceed daily budget limits. Platforms may double daily spend to optimize performance. AdMachines is not responsible for overages.

Client agrees that:

• Budgets may fluctuate and are not spent evenly over a calendar month;
• Budgets do not guarantee month-long visibility or availability;
• AdMachines does not pay media spend on the Client’s behalf;
• All budget decisions must be confirmed in writing, typically by the 1st of each month;
• Budgets can be increased at any time in writing;
• Reductions mid-month may negatively impact campaign performance;
• Success depends on multiple factors, including Client’s internal handling of leads, conversion strategy, and responsiveness.

1. Technology, Software and Reporting

• Website Hosting and Technology Platform

Websites, landing pages, software technology and campaign tools developed by AdMachines are hosted within the AdMachines Marketing Platform. Clients are granted a non-transferable, non-sublicensable license to use these resources for the duration of the agreement. All infrastructure, CMS access, landing page frameworks, and related technology remain the sole and exclusive property of AdMachines. Source code is not provided.

• Software Performance 

AdMachines does not guarantee any specific results or outcomes in connection with the use of its Software-as-a-Service platform. Client acknowledges that digital marketing campaigns, including the use of AdMachines’ SaaS platform, are inherently dependent on numerous external factors, including but not limited to market conditions, the client’s internal handling of leads, and conversion strategies.

• Platform Limitations & Software Disclaimers

AdMachines integrates third-party tools and services (e.g., Google Ads, Meta, ServiceTitan, WhatConverts). AdMachines is not liable for outages, software bugs, API policy changes, form delivery failures, call tracking errors, or third-party system downtime. Client understands platform reliability is subject to external systems AdMachines does not control. AdMachines will use commercially reasonable efforts to maintain 99.9% uptime for the Services, excluding planned maintenance, force majeure events, or third-party platform issues. No refunds will be issued for downtime. AdMachines will notify Clients of scheduled maintenance with reasonable notice.

• Data Ownership and Rights

Client retains ownership of all data provided to AdMachines. AdMachines will not sell or share Client data, except for processing within the scope of the Services. Client authorizes AdMachines to use Client-provided data only for the purpose of delivering the Services. Upon cancellation or termination, Client may request data export before AdMachines deletes or archives the data after 30 days.

• Data Security and Privacy

AdMachines agrees to maintain the confidentiality and security of Client’s data in accordance with the applicable laws and regulations, including but not limited to GDPR or CCPA where applicable. AdMachines' Privacy Policy outlines the collection, storage, and processing of Client data and forms part of this Agreement

• Platform and Software Usage

AdMachines provides access to proprietary technology platforms for managing campaigns. These tools and all underlying software remain the exclusive property of AdMachines. Client is granted a non-transferable, non-sublicensable, revocable license to use these tools for the term of this Agreement.

• Software Platform User Permissions:

Client will be provided with user-level access to AdMachines Marketing Platform, which may include read-only or full administrative permissions depending on the subscription level. Client agrees to manage user access responsibly and notify AdMachines of any changes in authorized users.

1. Beta Features and Experimental Services:

From time to time, AdMachines may provide access to beta or experimental features of the Software. These features are provided ‘as-is’ and may be discontinued or modified at AdMachines’ discretion. No guarantees or warranties are provided regarding the functionality of these features."

• Reporting Access

Clients receive ongoing reporting through the AdMachines Marketing Platform. Platform access is provided during the engagement term and may include performance dashboards, keyword tracking, call logs, lead flow, and budget pacing insights. Platform features and availability may change without notice.

1. Legal Terms and Liability

• Termination of Services

This Agreement may be terminated by either party with thirty (30) days' written notice prior to the renewal date. Termination does not relieve Client of financial obligations accrued prior to termination. Upon termination of this Agreement, Client shall no longer have access to the AdMachines Marketing Platform or associated services. Client may request export of their data during the termination process, which will be made available for up to thirty (30) days. Any outstanding charges for services rendered prior to termination will remain due and payable. AdMachines may immediately terminate or suspend Services for material breach, including but not limited to non-payment, abusive conduct, or attempts to circumvent intellectual property provisions.

• Intellectual Property and Ownership

Except where explicitly transferred through the Conditional Assignment of Advertising Accounts (see Section 4.2), all technology, content, strategies, campaigns, copywriting, designs, landing pages, reporting systems, marketing software, platform configurations, and proprietary methodologies remain the exclusive property of AdMachines. AdMachines retains all rights, title, and interest in and to the platform, all software components, technologies, methodologies, and any related intellectual property. Upon termination of this Agreement, Client is granted a limited, non-transferable license to access and export their Client Data before the account is closed or the platform becomes inaccessible. Client acknowledges that no rights, licenses, or ownership are granted to Client other than those expressly stated herein. Client shall not attempt to reverse engineer, replicate, or reuse AdMachines-developed materials outside the scope of this Agreement.

• Confidentiality

Each party agrees to maintain the confidentiality of non-public business, technical, and financial information, marketing plans, and trade secrets of the other party disclosed in connection with this Agreement ("Confidential Information"). Neither party may disclose the other’s Confidential Information without prior written consent, except as required by law. This obligation survives termination of the Agreement. Each party agrees to maintain strict confidentiality of the other party’s confidential information, including any Client Data provided to AdMachines. AdMachines agrees to implement reasonable security measures to protect the data stored within the platform. This includes encrypting sensitive data and limiting access to authorized personnel only. These confidentiality and security obligations remain in effect during and after the termination of this Agreement.

• Limitation of Liability

AdMachines provides all services “AS IS” and disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. AdMachines shall not be liable for indirect, incidental, special, or consequential damages, including lost profits or business interruption. AdMachines will not be liable for any indirect, incidental, special, or consequential damages, including downtime or data loss resulting from the use of the platform. AdMachines does not guarantee continuous, error-free, or uninterrupted access to the platform or its services. In no event shall AdMachines’ total liability exceed the fees paid by Client to AdMachines in the preceding one (1) month.

• Indemnification

Client agrees to indemnify, defend, and hold harmless AdMachines and its affiliates, officers, agents, and employees from any and all claims, damages, liabilities, costs, and expenses (including reasonable attorney’s fees) arising from: (i) Client's use of the Services; (ii) Client-provided Content; (iii) alleged or actual infringement of intellectual property rights; or (iv) breach of this Agreement.

• Dispute Resolution and Arbitration

Any and all disputes arising from this Agreement, except those involving a material breach of AdMachines’ intellectual property rights, shall be resolved through final and binding arbitration administered by the American Arbitration Association (AAA) or JAMS, in accordance with its Commercial Arbitration Rules. Arbitration shall take place in the Commonwealth of Massachusetts. The arbitrator shall issue a reasoned award and may award equitable relief, attorneys’ fees, and costs. Each party waives the right to a trial by jury.

• Governing Law and Jurisdiction

This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, without regard to its conflict of law principles. Subject to Section 17 (Arbitration), any disputes shall be heard in the state or federal courts located in Essex County, Massachusetts or Boston, Massachusetts.

• Force Majeure

AdMachines shall not be liable for any delay or failure in performance due to acts of God, war, terrorism, labor disputes, civil disturbances, government regulations, utility failures, pandemics, or any other event beyond its reasonable control.

• Acceptable Use

Client’s use of AdMachines Services is subject to our Acceptable Use Policy, which governs consent, sender identification, opt-outs, and content limitations across all messaging platforms. Violations of this policy may result in suspension or termination of Services.

• Privacy and Data Usage

Use of AdMachines’ Services is also governed by our Privacy Policy, which outlines how we collect, store, and process information. Client agrees to comply with all applicable privacy laws, including obligations to secure consent for data collection or tracking where required.

• Software Access, Customization, and Integration

All systems and software tools provided by AdMachines are proprietary. Client may request system customizations or integrations, which will be quoted separately and require written approval. AdMachines reserves the right to reject requests that conflict with platform architecture or involve unsupported third-party tools.

• Recorded Call Policy and Legal Compliance

Client acknowledges and consents to the use of call tracking numbers and call recording services as part of the Services. Client agrees to comply with applicable recording disclosure laws.

• Entire Agreement and Amendments

This Agreement, together with the Terms of Service, Privacy Policy, Acceptable Use Policy, and all associated order forms or scopes of work, constitutes the entire understanding between the parties. Any amendments must be in writing and signed by both parties.

• Severability and Waiver

If any provision of this Agreement is deemed unenforceable by a court or arbitrator, the remaining provisions shall remain in full force. Failure to enforce any term shall not be deemed a waiver of that right.

• Assignment

Neither party may assign this Agreement without prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets. Any unauthorized assignment shall be void.

16. Notices

All legal or termination notices must be submitted in writing. Notices from Client to AdMachines shall be sent via certified mail to:

AdMachines Legal Department
P.O. Box 703, Newburyport, MA 01950
or via email to legal@admachines.com.
Notices from AdMachines to Client may be delivered via email or postal mail using the most recent contact    information on file.