BOOST®

Terms of Service

Overview

Welcome to the Instaboost Media Terms of Service agreement. The terms “the Company,” “we,” “us,” and “our” refer to our Company. “You” or “your” refer to your Company.

These Terms of Service will also apply to any other persons in your Company that communicate with us.

Please review the following terms carefully. If you do not agree to be bound to these Terms of Service in their entirety, you are not eligible for services provided by Instaboost Media. Below you will find the services rendered for individual services provided by Instaboost Media respectively. These are all different services, in no way shape or form does this indicate that all services will be provided in any agreement.

  1. The Terms of Service are subject to change without notice.

  2. All calls and voicemails between us and you are monitored and recorded for quality assurance and training purposes.

  3. Text and email messages are logged and monitored for quality assurance and training purposes.

  4. All correspondence sent by you through the post office must be sent as “delivery receipt requested”. Please store your delivered receipts for your records. Please maintain all fax delivery confirmation requests.

Privacy Policy

The Company respects the privacy of its clients. The services described below will only apply to said services the client has agreed to purchase.

Permissions Granted in Connection with Services:

  1. In order to perform the Services, the Client gives Instaboost Media the right to use previous content, content given in forms, social media content and other content provided by the Client.

  2. For Instaboost Media to maximize the quality of the work and overall success, the client will provide the following details:

    1. Description of Client’s market/buyer or ‘perfect customer’.

    2. Example sales pages, and all other website pages the Client has used or similar websites that the Client wishes Instaboost Media to model.

    3. Full product details, with a breakdown of the offer, what they get, benefits, story and other items listed in the onboarding form.

    4. Regular availability to answer any questions Instaboost Media may have.

    5. (If appropriate) All logins and access to Facebook pages, ad accounts, backend tracking systems, CRM’s and other systems as it relates to the work done on Facebook ad account or the related website.

    6. Use of Instaboost Media’s preferred communication which is Email and Zoom. All Zoom calls will be recorded for quality control without future permission from the Client. Client is not to request personal cell phone numbers, contact or other messaging platforms with any Instaboost Media staff or contractors.

  3. Instaboost Media will provide management services running advertising campaigns for said client. There is no guarantee of results, ROAS, or scalability. Client is responsible to launch, manage and run their website and business effectively. 

  4. After 7 days of payment, Instaboost Media will not provide any refund or part refund for the services once paid for any reason, including but not limited to delays in providing the project, or any other delays or issues on other third party platforms. Client also accepts that once the initial process is started with onboarding forms and strategy call, the offer, project scope, or business model/product may not be changed. If the Client wishes to change their project scope, a second full payment will be required.

  5. Instaboost Media will also provide 1-1 calls and reports as needed. These calls are to provide overall guidance and strategy, and the Client is solely responsible for any advice they decide to act on and any given outcome. Instaboost Media is not liable if the client takes action that results in a decline in business revenue, legal liability or any other actions that may result in a negative impact to the Clients business. 

  6. ALTHOUGH THE GOAL IS TO PROVIDE CONSULTING AND MANAGEMENT SERVICES THAT CAN PROVIDE AN OVERALL POSITIVE EXPERIENCE AND ROI, THIS IS BY NO WAY GUARANTEED AND DEPENDS ON A NUMBER OF FACTORS. MOST BUSINESSES DO NOT SCALE SUCCESSFULLY WITH FACEBOOK ADS  AND UNDERSTAND THE INITIAL MONTHS REQUIRE A LOT OF TESTING AND OPTIMIZATION, OFTEN WITH LIMITED RETURN ON ADVERTISING SPEND OR INVESTMENT. INSTABOOST MEDIA IS NOT LIABLE IF A POSITIVE RETURN IS NOT MET OR NO REVENUE IS PRODUCED FROM THIS MANAGEMENT SERVICE AND CLIENT UNDERSTANDS THE RISK. NO REFUND OR GUARANTEE WILL BE GIVEN UNDER ANY CIRCUMSTANCE.

  1. Third Party Software and Content Licenses. Client shall be solely responsible for the maintenance of all software and other third-party content licenses (such as photographs, music and the like) and media discs necessary to install or service any software or other third-party content specified to be included as part of the Services. To the extent that a new license or additional licenses are required for Instaboost Media to provide the Services, Instaboost Media will notify the Client in advance of all new or additional licenses and will facilitate purchase of said licenses where applicable. In no event will Instaboost Media provide any Services with respect to which Client cannot demonstrate that it has obtained a license broad enough to allow such Services.

 

  1. Fees and Expenses:

Instaboost Media Inc. shall perform the Services for “Service Agreement” at (“Retainer Management fee”) paid in advance upon signing the contract. This covers 1 month of service. Your monthly retainer is on autobill, all retainers are required a 6 month minimum. Billing will occur on the same date of every month. From there, services will be on a monthly basis where cancellation terms will apply. Found in Section: “Cancellation Policy.” During the first 2 months the client may opt out without paying any cancellation fee. The retainer will take effect after the second month of service. If you decide to cancel at any time during the 6 month retainer after the initial 60 day period, you are responsible for paying 50% of the remaining payments left on the contract. 

a. All advertising spend must be covered by the client and is not included in the Retainer cost. The Retainer cost simply covers the management and consulting service from Instaboost Media. Additionally, any third party licenses and software, such as Clickfunnels or an email CRM, must be purchased by the Client and are not included in this project cost and retainer, the retainer does not include associated costs for software, SAAS or advertising spend and simply covers the time and services of Instaboost Media, Inc staff/contractors. Instaboost Media may provide some preferred software or services where they also receive an affiliate payment or commission.

b. The Client will be charged additional fees at a rate of $150-$250 per hour beyond the initial fixed Retainer if Instaboost Media,Inc is required to use its staff or contractors for additional work outside the agreed consulting service, unless otherwise stated For example, helping integrate the website, write new website copy, or build a customized website or funnel. Any work performed must be paid within 3 days of the invoice.

c. Additionally, if any member of Instaboost Media, Inc is required to travel to an event or location outside of Costa Mesa, CA for a marketing event, strategy sessions, etc. the Client will reimburse Instaboost Media, Inc for all reasonable expenses such as airfare, hotels, car hire or taxis, food and other basic necessities incurred. The incurrence of such expenses shall be subject to prior written approval by the Client.

d. Full payment is required for every project, even if you do not wish to proceed or change your decision after the initial payment and agreement. You agree that any payment plans are to be paid in full not more than 90 days after the start date of the project, along with any remaining balances. Due to the level of time and hours put into each custom project, the projects are non refundable and under no circumstances will a refund be considered. This includes but is not limited to cases where the project is delayed or you do not like how the project / copy turned out. If for any reason, a second payment or split payment is not received, bounces, or is blocked by the bank, we will follow up for the remaining balance. This must be settled immediately, within 5 business days, even if your funnel has not been finished. Failure to do so, will lead to legal action and contacting a debt collector to collect the remaining balance.

e. Based on the communicated needs by the Client, the Agency will provide services on the following:

  1. Website design, CRO, products/offers, branding

  2. Marketing process, improvements, implementations, processes

  3. Ad Strategy, campaign executing, tracking sources

  4. Ad optimization, scalability 

  1. Payment Terms: Instaboost Media Inc shall require listed payment in advance. Any remaining payments must be paid prior to the completion of your project. Any future work incurred will be due within seven (7) days following the invoice and outstanding payments will cause the instant shut down of all Facebook ads and all funnels until all outstanding payments are settled. Instaboost Media, Inc is not responsible for loss of revenue or opportunity if the funnels and ads are closed down due to outstanding payments.

  2. Intellectual Property:

    1. Client Proprietary Intellectual Property. Instaboost Media acknowledges that as part of performing the Services, Instaboost Media personnel may have access to or utilize Client proprietary software, methodologies, tools, specifications, drawings, sketches, models, samples, records, documentation, works of authorship or creative works, ideas, knowledge or data which has been originated or developed by personnel of Client or its affiliates or by third parties under contract to Client to develop same, or which has been purchased by, or licensed to, Client (collectively, “Client Proprietary Intellectual Property”). Instaboost Media agrees that Client Proprietary Intellectual Property is the sole property of Client (or its licensor) and that Client (or its licensor) will at all times retain sole and exclusive title to or ownership thereof. Nothing contained in this Agreement or otherwise shall be construed to grant to Instaboost Media any right, title, license or other interest in, to or under any Client Proprietary Intellectual Property (whether by estoppel, implication or otherwise), except the right to modify and otherwise use the Client Proprietary Intellectual Property only in conjunction with the performance of the Services.

    2. Ownership of Instaboost Media. Subject to the provisions of Sections 8(c), 8(d) and 8(e), below, Instaboost Media agrees that upon payment in full, the Instaboost Media Deliverables shall become the property of, and ownership thereof shall vest in, Client. Instaboost Media agrees to take all reasonably necessary actions which are necessary to assure the conveyance to Client of all right, title and interest in, to and under any Instaboost Media Deliverables, including copyright. The cost of conveying such rights shall be at Client’s expense.

    3. Residual Rights. Notwithstanding the above, Client agrees that Instaboost Media, its affiliates and their respective employees and agents shall be free to use and employ their general skills, know-how, and expertise, and to use, disclose, and employ any generalized ideas, concepts, know-how, methods, tools, processes, techniques or skills gained or learned either before or during the course of any Services performed hereunder, subject to its obligations respecting Client’s Confidential Information pursuant to Section 9, below. Client understands and agrees that Instaboost Media and its affiliates may perform similar services for third parties using the same personnel that InstaboostMedia es may utilize for rendering the Services for Client hereunder, subject to Instaboost Media’ obligations respecting Client’s Confidential Information pursuant to Section 8.

    4. Instaboost Media Proprietary Intellectual Property. Client acknowledges that as part of performing the Services, Instaboost Media personnel may utilize Instaboost Media proprietary authoring scripts, source code, custom utilities and other proprietary software, methodologies, tools, specifications, drawings, sketches, models, samples, records, documentation, works of authorship or creative works, ideas, knowledge or data which has been originated or developed by the personnel of Instaboost Media or its affiliates or by third parties under contract to Instaboost Media to develop same, or which has been purchased by, or licensed to, Instaboost Media, or may otherwise create any of the foregoing as part of the Services (collectively, “Instaboost Media Proprietary Intellectual Property”). Client agrees that Instaboost MedianProprietary Intellectual Property is the sole property of Instaboost Media (or its licensor) and that Instaboost Media (or its licensor) will at all times retain sole and exclusive title to and ownership thereof and is considered Confidential Information of Instaboost Media as set forth in Section 9, below. Nothing contained in this Agreement or otherwise shall be construed to grant to Client any right, title, license or other interest in, to or under any Instaboost Media Proprietary Intellectual Property (whether by estoppel, implication or otherwise), except as expressly provided in the next sentence. Notwithstanding the immediately preceding sentence, Instaboost Media agrees that upon payment in full, Instaboost Media hereby grants to Client a limited, perpetual, royalty free, fully-paid, non-exclusive, non-assignable worldwide license to use, copy, modify and create derivative works of any Instaboost Media Proprietary Intellectual Property which is included within the Instaboost Media Deliverables, solely for the purpose of using or otherwise exploiting the Instaboost Media Deliverable as contemplated by the Statement of Work. In no event may Client sell, assign, transfer or otherwise exploit any such Instaboost Media Deliverable except as specifically provided herein.

    5. Instaboost Media Enhancements. Client agrees that any additions, enhancements, improvements or other modifications to Instaboost Media Proprietary Intellectual Property developed, acquired, or first conceived or reduced to practice by Instaboost Media personnel or any third party on behalf of Instaboost Media, whether in conjunction with performing the Services for Client or otherwise (“Instaboost Media Enhancements”) shall be the sole property of, and ownership shall vest in, Instaboost Media (or its licensor). Client agrees to take all reasonably necessary actions which are necessary to assure the conveyance of all right, title and interest in, to and under any Instaboost Media Enhancements, including copyright, to Instaboost Media (or its licensor). The cost of conveying such rights shall be at Instaboost Media’ expense. Notwithstanding the immediately preceding sentence, Instaboost Media agrees that upon payment in full, Instaboost Media hereby grants to Client a limited, perpetual, royalty free, fully-paid, non-exclusive, non-assignable worldwide license to use, copy, modify and create derivative works of any Instaboost Media Enhancement which is included within the Instaboost Media Deliverables, solely for the purpose of using or otherwise exploiting the Instaboost Media Deliverable as contemplated by the Statement of Work

    6. Instaboost Media has the right to remove any of the related campaigns and content created during its contracted period prior to termination of this Agreement if any amounts payable from the Client remain outstanding. Until payment in full of such outstanding amounts, all content and campaigns remain the intellectual property of Instaboost Media.

  3. Confidentiality:

    1. Client and Instaboost Media shall each (i) hold the Confidential Information (as defined below) of the other in trust and confidence and avoid the disclosure or release thereof to any other person or entity by using the same degree of care as it uses to avoid unauthorized use, disclosure, or dissemination of its own Confidential Information of a similar nature, but not less than reasonable care, and (ii) not use the Confidential Information of the other party for any purpose whatsoever except as expressly contemplated under this Agreement or any Statement of Work. Each party shall disclose the Confidential Information of the other only to those of its employees having a need to know such Confidential Information and shall take all reasonable precautions to ensure that its employees comply with the provisions of this Section 8.

    2. The term “Confidential Information” shall mean any and all information or proprietary materials (in every form and media) not generally known in the relevant trade or industry and which has been or is hereafter disclosed or made available by either party (the “disclosing party”) to the other (the “receiving party”) in connection with the efforts contemplated hereunder, including (i) all trade secrets, (ii) existing or contemplated products, services, designs, technology, processes, technical data, engineering, techniques, methodologies and concepts and any information related thereto, and (iii) information relating to business plans, sales or marketing methods and Client lists or requirements.

    3. The obligations of either party under this Section 9 will not apply to information that the receiving party can demonstrate (i) was in its possession at the time of disclosure and without restriction as to confidentiality, (ii) at the time of disclosure is generally available to the public or after disclosure becomes generally available to the public through no breach of agreement or other wrongful act by the receiving party, (iii) has been received from a third party without restriction on disclosure and without breach of agreement or other wrongful act by the receiving party, (iv) is independently developed by the receiving party without regard to the Confidential Information of the other party, or (v) is required to be disclosed by law or order of a court of competent jurisdiction or regulatory authority, provided that the receiving party shall furnish prompt written notice of such required disclosure and reasonably cooperate with the disclosing party, at the disclosing party’s cost and expense, in any effort made by the disclosing party to seek a protective order or other appropriate protection of its Confidential Information.

    4. Notwithstanding the foregoing, Instaboost Media shall be entitled to use Client’s name and results from the Services in any and all marketing materials utilized by Instaboost Media to market its Services.

  4. Termination:

    1. This Agreement may be terminated (x) for convenience at will for any reason by either party with thirty (30) days’ written prior notice to the other party after the initial project is completed. Additionally, it may be terminated (y) by either party (the “non-defaulting party”) if any of the following events occur by or with respect to the other party (the “defaulting party”): (i) the defaulting party commits a material breach of any of its obligations hereunder and fails to cure such breach within the time period set forth in Section 11(b) hereof or fails to reach an agreement with the non-defaulting party regarding the cure thereof; or (ii) any insolvency of the defaulting party, any filing of a petition in bankruptcy by or against the defaulting party, any appointment of a receiver for the defaulting party, or any assignment for the benefit of the defaulting party’s creditors. 

    2. In the event either party commits a material breach of any its obligations hereunder, the non-defaulting party will so notify the defaulting party in writing (and, in such notice, indicate the nature of the breach and the assertion of the non-defaulting party’s right to terminate). The defaulting party will have fourteen (14) days (except five (5) days in the case of payment of monies due) following receipt of such notice to cure such breach or, if such breach reasonably cannot be cured in fourteen (14) days, such longer period of time as may be reasonably necessary to effect such cure if the defaulting party furnishes to the non-defaulting party within such fourteen (14) day period a plan demonstrating that it is capable of curing the breach and thereafter diligently proceeds to prosecute such plan to completion. If such breach remains uncured after such cure period, the non-defaulting party may terminate this Agreement pursuant to this Section 11 effective immediately by sending further notice to such effect.

    3. In the event Instaboost Media terminates this Agreement for convenience or for cause pursuant to this Section 11, Instaboost Media will be entitled to recover payment for all Services rendered through the date of termination (including for all work in progress).

    4. Effect of Termination: In the event of termination or upon expiration of this Agreement, Sections  4, 5, 6, 7, 8, 11, 12, 13, 14, 17 and 18 hereof will survive and continue in full force and effect.

  5. Non-Solicitation:

    1. During the Term hereof and for a period of eighteen (18) months thereafter, Client shall not, directly or indirectly through any affiliates, subsidiaries, related parties or intermediaries, solicit for employment or employ, whether as an employee or independent contractor, or hire, engage or accept services provided by, any employee, officer or independent contractor of Instaboost Media.

    2. In the event that Client violates the terms of this Section 12, Client shall pay to Instaboost Media a sum equal to twelve (12) times the monthly compensation as paid by Instaboost Media to such person for the last full month of employment or contracting period with Instaboost Media. Client acknowledges and agrees that the foregoing payment has been calculated and agreed in advance, does not constitute a penalty, and shall be in addition to every other remedy now or hereafter enforceable at law, in equity, by statute or under this Agreement.

  6. Warranty and Warranty Disclaimers:

    1. Instaboost Media warrants that its Services shall be performed in a manner that is consistent with applicable industry standards.

    2. Instaboost Media makes no representations or warranties with respect to any Ad Content.  

    3. Instaboost Media provides no guarantee of a positive ROAS or any predictions to the amount of money or given return that the Facebook ads or the funnels/websites will provide. No refunds will be given, regardless of perceived standard or ROAS. Instaboost Media does not guarantee that its work will be error-free. INSTABOOST MEDIA DOES NOT WARRANT OR GUARANTEE THE RESULTS OR ACHIEVEMENTS OF THE SERVICES PROVIDED HEREUNDER.

    4. No guarantee is made as to the efficacy or value of any Services performed. CLIENT UNDERSTANDS AND EXPRESSLY AGREES THAT, EXCEPT AS SET FORTH IN SECTION 13(a) ABOVE, INSTABOOST MEDIA MAKES NO WARRANTIES WHATSOEVER WITH RESPECT TO ANY SERVICES PROVIDED HEREUNDER, AND SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, REGARDLESS OF ANY KNOWLEDGE OF CLIENT’S PARTICULAR NEEDS. NO EMPLOYEE, CONTRACTOR OR AGENT OF INSTABOOST MEDIA IS AUTHORIZED TO MAKE ANY ADDITIONAL WARRANTIES OR MODIFY THE FOREGOING LIMITED WARRANTY. IF IMPLIED WARRANTIES MAY NOT BE DISCLAIMED UNDER APPLICABLE LAW, THEN ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THIRTY DAYS AFTER THE DATE OF THE PROVISION OF THE APPLICABLE SERVICES. BECAUSE SOME STATES DO NOT ALLOW LIMITATIONS ON THE LENGTH OF AN IMPLIED WARRANTY, THE ABOVE LIMITATION MAY NOT APPLY TO CLIENT. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM JURISDICTION TO JURISDICTION.

    5. Instaboost Media makes no warranties with respect to any third party supplier’s services, software, equipment, hardware or other products provided by Instaboost Media under this Agreement. Instaboost Media will pass through to Client any warranty rights Instaboost Media obtains under warranties and indemnities given by any third party suppliers in connection with any services, software, equipment, hardware or other products provided by Instaboost Media solely to the extent permitted by the third party suppliers and provided that there is no additional cost to Instaboost Media

    6. THE WARRANTIES SET FORTH IN THIS AGREEMENT SHALL EXTEND ONLY TO CLIENT, ARE NON-TRANSFERABLE, ARE INSTABOOST MEDIA SOLE AND EXCLUSIVE WARRANTIES, AND ARE EXPRESSLY MADE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

  7. Limitations of Liability:

    1. IN NO EVENT SHALL INSTABOOST MEDIA BE LIABLE TO CLIENT OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST REVENUES, PROFITS, SAVINGS OR BUSINESS) OR LOSS OF RECORDS OR DATA, WHETHER IN AN ACTION BASED ON CONTRACT, WARRANTY, STRICT LIABILITY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, EVEN IF Instaboost Media HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN BY Instaboost Media.

    2. IN NO EVENT SHALL THE LIABILITY OF Instaboost Media TO CLIENT ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED, IN THE AGGREGATE, THE TOTAL FEES PAID BY CLIENT TO Instaboost Media DURING THE PAST TWELVE (12) MONTHS FOR THE PARTICULAR SERVICES WHICH GAVE RISE TO THE CLAIM, WHETHER SUCH LIABILITY IS BASED ON AN ACTION IN CONTRACT, WARRANTY, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE.

    3. The parties agree that this Agreement is solely for the benefit of the parties hereto and no provision of this Agreement shall be deemed to confer upon any other person or entity any remedy, claim, liability, reimbursement, cause of action or other right whatsoever.

    4. Instaboost Media does not and cannot control the flow of data to or from the system components and other portions of Client’s network and the Internet. Such flow depends on the performance of the network or Internet services provided or controlled by Client or by third parties. At any time, actions or inactions of Client or such third parties can impair or disrupt Client’s connections to Client’s network or the Internet (or portions thereof). Instaboost Media CANNOT AND DOES NOT GUARANTEE THAT SUCH EVENTS SHALL NOT OCCUR. ACCORDINGLY, Instaboost Media SHALL HAVE NO OBLIGATION TO CORRECT ANY SUCH IMPAIRMENTS OR DISRUPTIONS AND Instaboost Media MAKES NO REPRESENTATIONS OR WARRANTIES AND DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH.

    5. Instaboost Media disclaims all liability with respect to the creation, use and/or dissemination of any Ad Content.

    6. Instaboost Medias’ entire liability under this Agreement shall be as set out in this Section 14. The parties have agreed that the limitations specified in this Section 14 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

  8. Indemnification:

  9. Intellectual Property Rights Indemnity. Instaboost Media and Client (in such case, the “indemnifying party”) each agree to indemnify and hold harmless the other (in such case, the “indemnified party”) from and against any costs and damages awarded against the indemnified party by a court pursuant to a final judgment as a result of, and defend the indemnified party against, any claim of infringement of any U.S. patent or copyright or misappropriation of any trade secret related to Instaboost Media Services (in the case of indemnification by Instaboost Media or Instaboost Media possession, use or modification of any software, documentation, data or other property provided by the Client (in the case of indemnification by Client). In the event of an infringement or misappropriation claim as described in this Section 15(a), or if Instaboost Mediareasonably believes that a claim is likely to be made, Instaboost Media, at its option and in lieu of indemnification, may: (i) modify the applicable Services so that they become non-infringing but functionally equivalent; (ii) if such Services may not be modified to avoid such infringement problem, refund to Client a pro rata portion of the fees received for such Services that are the subject of such a claim. Instaboost Media shall have no obligation under this Section 15(a) or other liability for any infringement or misappropriation claim resulting or alleged to result from: (1) any aspect of Client’s software, hardware, documentation or data which existed prior to Instaboost Media performance of Services; (2) any claim arising from any instruction, information, design or other materials furnished by Client or any third party to Instaboost Media hereunder; or (3) Client’s continuing the allegedly infringing activity after being notified thereof or after being informed and provided with modifications that would have avoided the alleged infringement. This Section 15(a) sets forth the exclusive remedy and entire liability and obligation of each party with respect to intellectual property infringement or misappropriation claims, including patent or copyright infringement claims and trade secret misappropriation.

  10. Personal Injury and Property Damage Indemnity. Instaboost Media and Client each agree to indemnify, defend and hold harmless the other from and against any and all claims, actions, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and expenses, arising out of third party claims for bodily injury or damage to real or tangible personal property, to the extent caused directly and proximately by the gross negligence or willful misconduct of the indemnifying party, its employees or agents.

  11. General Indemnity. Client shall indemnify, defend, and hold harmless Instaboost Media agents from and against all claims, losses, damages, liabilities and expenses, including reasonable attorneys’ fees and court costs arising from (i) a third party claim to the extent that such claim arises from Client’s business activities; (ii) Client’s use of the Services hereunder, excluding those actions for which Instaboost Media is indemnifying Client pursuant to this Section 15; (iii) any claims relating to any Ad Content; (iv) any breach of this Agreement by Client; or (v) the failure of Client to comply with any law, ordinance or regulation.

  12. Indemnification Procedures. The obligations to indemnify, defend and hold harmless set forth above in this Section 15 will not apply to the extent the indemnified party was responsible for giving rise to the matter upon which the claim for indemnification is based and will not apply unless the indemnified party (i) promptly notifies the indemnifying party of any matters in respect of which the indemnity may apply and of which the indemnified party has knowledge; (ii) gives the indemnifying party full opportunity to control the response thereto and the defense thereof, including any agreement relating to the settlement thereof, provided that the indemnifying party shall not settle any such claim or action without the prior written consent of the indemnified party (which shall not be unreasonably withheld or delayed); and (iii) cooperates with the indemnifying party, at the indemnifying party’s cost and expense in the defense or settlement thereof. The indemnified party may participate, at its own expense, in such defense and in any settlement discussions directly or through counsel of its choice on a monitoring, non-controlling basis.

  13. Force Majeure: The performance of either party under this Agreement (other than the payment of amounts due) may be suspended to the extent and for the period of time that such party is prevented or delayed from fulfilling its obligations due to causes beyond its reasonable control (including, without limitation, acts of God, acts of civil or military authority including governmental priorities, strikes or other labor disturbances, fires, floods, epidemics, wars, or riots).

  14. No Relationship to Facebook or Instagram: Instaboost Media is not affiliated in whole or in part with Facebook, Inc. or Instagram, Inc. and neither Facebook, Inc. nor Instagram, Inc. have endorsed Instaboost Media.

  15. Governing Law and Jurisdiction: This Agreement shall be governed and construed in accordance with the internal substantive laws of the State of California, without regard to its conflicts of laws principles. All disputes arising out of or with respect to this Agreement shall be heard exclusively in the courts, state and Federal, located in Orange County, California USA. No action, regardless of form, arising out of this Agreement, may be brought by either party more than one (1) year from the last date of payment.

  16. Miscellaneous:

    1. Instaboost Media’s employees are not and shall not be deemed to be employees of Client. Instaboost Media shall be solely responsible for the payment of all compensation to its employees, including provisions for employment taxes, workers’ compensation and any similar taxes associated with employment of Instaboost Medias’ personnel. Instaboost Media and Client are not partners or joint ventures; neither party is the agent, representative or employee of the other party; and nothing in this Agreement will be construed to create any relationship between them other than an independent contractor relationship. Neither party will have any responsibility nor liability for the actions of the other party except as specifically provided herein. Neither party will have any right or authority to bind or obligate the other party in any manner or make any representation or warranty on behalf of the other party. Instaboost Media will have sole responsibility for the assignment of personnel to perform any Services. Such personnel will not be restricted or prevented from performing similar services for others.

    2. All notices, consents and other communications required or which may be given under this Agreement will be deemed to have been duly given (a) three (3) days after being mailed by registered or certified mail, return receipt requested; or (b) when received by the addressee, if sent by facsimile transmission or by Express Mail, Federal Express or other express delivery service (receipt requested), in each case addressed to a party at its address first set forth above (or to such other address(es) as such party may hereafter designate as to itself by notice to the other party hereto).

    3. Instaboost Media hereby authorized to utilize Client’s name, logos, trademarks and/or service marks in the Instaboost Media client list, in media releases, public announcements and public disclosures, including use in promotion and marketing materials.

    4. (i) Neither party may assign or otherwise transfer any of its rights, duties or obligations under this Agreement without the prior written consent of the other party, (ii) either party may, upon prior written notice to the other party (but without any obligation to obtain the consent of such other party), assign this Agreement or any of its rights hereunder to any affiliate of such party, or to any person or entity who succeeds (by purchase, merger, operation of law or otherwise) to all or substantially all of the capital stock, assets or business of such party, if such person or entity agrees in writing to assume and be bound by all of the obligations of such party under this Agreement and (iii) Instaboost Media may assign the right to monies due or to become due under this Agreement. Any attempted assignment or transfer in contravention of this paragraph will be void and of no force and effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assignees.

    5. If the scope of any provision of this Agreement is too broad in any respect whatsoever to permit enforcement to its full extent, then such provision shall be enforced to the maximum extent permitted by law, and the parties hereto consent and agree that such scope may be judicially modified accordingly and that the whole of such provision shall not thereby fail, but that the scope of such provision shall be curtailed only to the extent necessary to conform to law. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions hereof in any other jurisdiction.

    6. This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.

    7. This Agreement may not be amended or modified, nor may any right or remedy of any party be waived, unless the same is in writing and signed by a duly authorized representative of such party.

    8. No failure or delay by any party in exercising any of its rights or remedies hereunder will operate as a waiver thereof, nor will any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. Except as otherwise provided herein, the rights and remedies of the parties provided in this Agreement are cumulative and not exclusive of any rights or remedies provided under this Agreement, by law, in equity or otherwise.

    9. All of the terms and provisions of this Agreement shall be binding upon and shall inure to the
      benefit of the parties hereto and their respective transferees, successors, assigns and heirs, unless otherwise specifically provided herein.

    10. If any party brings any action or proceeding to enforce, protect or establish any right or remedy under this Agreement or with respect to the transaction contemplated hereby, the prevailing party shall be entitled to recover actual attorney’s fees and costs.

    11. This Agreement sets forth the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior negotiations or agreements, whether oral or in writing, with respect to the subject matter of this Agreement.

    12. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be a duplicate original but all of which, when taken together, shall constitute a single instrument

Payments

  1. The total fee for our services shall be agreed upon at the time of sale. Our services can be provided at a monthly rate, a 6-month rate, or a 12-month rate (SEO and or additional services upon agreed contractual terms). Payments will be automatically billed on the same day every month, every 6 months, or every 12 months depending on the terms. For example, if you signed up for the monthly rate on December 4, 2023, you will be billed again on January 4, 2024. The only exception is where a day is not included in certain months (for example: February only has 28 days), in that case we will round the date to a nearby date.

  2. All sales are final and non-refundable.

  3. The monthly management fee for the respective agreed services: Ad Campaigns, which include: Ad Set Up, Ad Management, and SEO (if applicable), will be billed regardless of whether or not the Ad budget is spent completely.

  4. If you have prepaid for one of our services for 6 months or 12 months and would like to change to monthly billing, you are required to provide a 30 day notice prior to your next billing date. If this notice is not provided, you are required to make your next payment.

  5. If you inform us that you have initiated a chargeback or dispute with your bank over a charge from us, your account will be closed immediately.

Cancellation Policy 

1. If you are paying monthly for one of our services and would like to cancel, you are required to provide a written statement 7 day notice prior to your next billing date to support@instaboostmedia.com or directly within the shared Slack Channels for Media Buying (Google Ads, Facebook Ads, Tiktok Ads, etc). If this notice is not provided, you are required to make your next payment. 

2. In terms of SEO If you prepaid for one of our services for 6 months or 12 months and would like to cancel or opt out of the auto-renewal, you are required to provide a 30 day notice prior to your next billing date. If this notice is not provided, you are required to make your next payment. 

3. In some cases, you may enter into a 6 or 12 month contract (this is different than prepaying for 6 months or 12 months of service). If you decide to cancel at any time during the contract, you are responsible for paying 50% of the remaining payments left on the contract. 




Paused Account Policy


The client has the right to exercise a 30 Day Pause on all advertising projects, any billing that has already taken place will be credited to the additional payment for next month’s billing and adjusted according to ad spend. Any payment that has or will be taking place this month will not be canceled or refunded.

 

The client agrees that after the 30 Day Period, they will be autobilled the monthly management fee on the agreed upon rebill date.

 

The client also agrees that once the Pause Period is over, the client is not able to pause the account for another 90 days.