Activation and implementation of the contracted services may take up to a maximum of 30 days. All placements are maintained solely by Digital Advertising Direct powered by Adfuel Inc specialists and not Google or Facebook. Fees are non-refundable, and while we strive for optimal results, we do not guarantee specific outcomes. 

All implementations will include a GTM CODE which includes our JavaScript Code for Retargeting & Conversion purposes only. Both parties agree to indemnify and hold each other harmless from all claims, demands, and other liabilities asserted against such indemnified parties which arise from any negligent or intentional act or omission. Monthly billing automatically renews on completion of the minimum term unless directed otherwise. Cancellations after the minimum term require 30 business days’ notice in writing. Cancellations cannot be made over the phone. 

1. THE SERVICES 

Subject to the terms and conditions set forth herein, the Client retains Digital Advertising Direct powered by Adfuel Inc to provide it with the services set forth above (the “Services”), as may be amended occasionally. The “Services” shall include all content created by Digital Advertising Direct powered by Adfuel Inc in rendering the Services hereunder. 

2. TERM AND TERMINATION 

This Agreement shall be effective as of the Effective Date and shall continue until earlier terminated as provided herein (the “Term”). This Agreement may be terminated by either Party for any reason whatsoever by delivering to the other Party a written notice at least thirty (30) days before the date of termination. 

3. CONSIDERATION 

3.0 Digital Advertising Direct powered by Adfuel Inc shall provide the Client with an invoice specifying the Adfuel Media Inc Management Fees & the Paid Disbursements (if applicable). The Client shall have the right to audit, examine, and make copies of all financial and related records relating to or about this Agreement kept by or under the control of Digital Advertising Direct powered by Adfuel Inc 

3.1 Payments shall be made by the due date from the Client to Digital Advertising Direct powered by Adfuel Inc All fees are HST applicable. We want you to be satisfied with the Services. However, when you purchase Services from us, we make a commitment to our advertising partners Google, Facebook & Ad Exchanges for the length of your campaign. Because we are making this commitment on your behalf and incur costs as a result, we DO NOT OFFER refunds for the Services once you have purchased them. 

3.2 The Client will cover all Platform media buying costs directly (if applicable) with the Paid Media Platforms. 

4. RELATIONSHIP OF THE PARTIES 

This Agreement is not intended to constitute or create a joint venture or other similar relationship of any kind. Client and Digital Advertising Direct powered by Adfuel Inc shall be independent contractors with each other. Client agrees that Digital Advertising Direct powered by Adfuel Inc shall be the sole Contractor operating on the Google & Facebook Ad Accounts on the Client’s behalf by allowing admin access only. All billing from Google or Facebook is directly paid through Digital Advertising Direct powered by Adfuel Inc account as they are integrated into the Digital Advertising Direct powered by Adfuel Inc platform. 

5. CONFIDENTIALITY 

Each Party undertakes to maintain in strict confidence any business, commercial, or other information disclosed to it by the other Party in the course of, in connection with, or in relation to the performance of the Services and not to disclose any such information to any other person or entity, other than as required by law or as necessary in the performance and use of the Services by the other Party’s employees, principals, and agents in connection with conducting that Party’s ordinary business activities. Except as specifically stated herein, each Party undertakes not to use, directly or indirectly, any information, documents, or any material prepared by the other Party within the framework of this Agreement other than in accordance with the written instructions of such other Party. In the event of a conflict between this Section and any Non-Disclosure (“NDA”) Agreement in place between the parties, the terms of the NDA shall govern. Each party will not solicit, contract, or subcontract verbally or in writing directly or indirectly or through a third-party firm, or organization, any client, employee, contractor, or investor of the disclosing party for a period of 24 months unless both parties consent in writing. 

6. LIMITATION OF LIABILITY, NO WARRANTY 

All services provided by Digital Advertising Direct powered by Adfuel Inc are provided on an “as is” “as available” basis. To the fullest extent permissible pursuant to applicable law, Digital Advertising Direct powered by Adfuel Inc makes no warranties, guarantees, representations, promises, statements, estimates, conditions, or other inducements, express, implied, oral, written, or otherwise except as expressly set forth herein. Digital Advertising Direct powered by Adfuel Inc is not responsible for delays caused by accident, war, act of god, embargo, computer system failure, or any other circumstance beyond its control. No advice or information, whether oral or written, obtained by the Client from Digital Advertising Direct powered by Adfuel Inc or from the Digital Advertising Direct powered by Adfuel Inc marketplace shall create any warranty not expressly stated in this agreement. Under no circumstances will Digital Advertising Direct powered by Adfuel Inc be liable to the client for indirect, incidental, consequential, special punitive or exemplary damages (even if Digital Advertising Direct powered by Adfuel Inc has been advised of the possibility of such damages), arising from any aspect of the advertising relationship provided herein. Client acknowledges that Digital Advertising Direct powered by Adfuel Inc has agreed to pricing in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth herein, and that these considerations form an essential basis of the bargain between the parties. Client agrees that the limitations and exclusions of liability and disclaimers specified in this agreement will survive the termination of this agreement and apply even if found to have failed their essential purpose. 

7. INDEMNIFICATION 

Client agrees to indemnify, defend , and hold harmless Digital Advertising Direct powered by Adfuel Inc, its parents, subsidiaries, shareholders, agents, affiliates, employees, directors, and officers from any and all liability, claim, loss, damage, demand, or expense (including reasonable attorneys’ fees) asserted by any third party, including governmental entities, due to, arising from, or in connection with any breach by either party of the terms of this Agreement including, without limitation, any representation or warranty contained herein; any fraudulent conduct committed or negligence by either party; all liabilities related to the Services described in Schedule A of this Agreement, any investigation or governmental claim, and/or any intellectual property claims associated with any and all copy and images supplied by both parties and its associated usage thereof. 

8. JURISDICTION 

These Terms and Conditions shall be governed by, interpreted, and construed in accordance with the laws of the State of Florida and the federal laws of U.S.A applicable therein. 

9. WARRANTY 

Digital Advertising Direct powered by Adfuel Inc warrants that the Services will be performed in a good and workmanlike manner in accordance with standard industry practices and the specifications set above. 

10. INTELLECTUAL PROPERTY 

Client shall retain ownership of all content it provides while providing the Services. Digital Advertising Direct powered by Adfuel Inc shall retain ownership of all content it provides while providing the Services. 

11. ASSIGNMENT 

Client may not assign, transfer, subcontract or sublicense, in whole or in part, this Agreement, any Insertion Order, or any of its rights or obligations under this Agreement, without Digital Advertising Direct powered by Adfuel Inc’s prior written consent. Any attempt to assign this Agreement other than as permitted above will be considered void and invalid. Subject to the foregoing, the terms and conditions will be fully binding upon, inure to the benefit of, and be enforceable by the parties’ respective permitted assigns, successors, heirs, executors, administrators, and permitted assigns. 

12. NON-SOLICITATION 

Client will not solicit, contract, or subcontract verbally or in writing directly or indirectly or through a third-party firm, organization, any client, employee, or subcontractor of Digital Advertising Direct powered by Adfuel Inc for a period of 36 months after termination of this agreement unless Digital Advertising Direct powered by Adfuel Inc consents in writing. I acknowledge and agree to adhere to the terms and conditions outlined by Digital Advertising Direct powered by Adfuel Inc, including the No Guarantee Sales and Non-Refund Policy.