Terms & Conditions

NORTH AMERICAN ADVERTISING AGENCY LLC TERMS AND CONDITIONS

These Terms and Conditions (these “Terms”) govern the provision of advertising management and subscription services (“Services”) and associated digital deliverables (“Deliverables”) provided by North American Advertising Agency LLC, a Florida limited liability company (“NAA”), to the client (“Client”) identified in the attached sales quote, proposal, or purchase order (the “Sales Confirmation”). These Terms, together with the Sales Confirmation (collectively, the “Agreement”), constitute the entire agreement between NAA and Client and supersede all prior or contemporaneous understandings, agreements, representations, and communications, whether oral or written. By accepting the Sales Confirmation, or otherwise engaging NAA for Services, Client agrees to be bound by these Terms.

If Client is using the Services as a reseller or agency on behalf of another entity or end-client, then Client represents and warrants that: (a) Client is authorized to, and do, bind that individual or entity to the Terms; and (b) all of Client’s actions in connection with the Terms are and will be within the scope of the agency relationship between Client and that individual or entity, and in accordance with any applicable legal and fiduciary duties.

NAA offers subscription-based advertising management services tailored to both business owners and resellers, including white-label fulfillment for agencies. The scope of Services is defined by the specific plan selected by the Client, as outlined in the Sales Confirmation and available at www.northamericanadvertising.com/pricing. Services may include, but are not limited to, strategic campaign planning, paid media management across platforms such as Meta Ads, Google Ads, and TikTok Ads, creative development including ad copywriting and graphic design, CRM setup and automation, conversion tracking, performance reporting, client communication under white-label terms, and account management support. NAA reserves the right to update or modify its service offerings at any time, provided that such updates do not materially alter the scope, pricing, or performance timelines specified in the Sales Confirmation.

These Terms take precedence over any Client-provided terms and conditions, regardless of when submitted. For purposes of clarity, performing Services for Client does not constitute acceptance of any such terms and does not modify these Terms.

These Terms are incorporated by reference into all Sales Confirmations, proposals, and purchase orders issued by NAA. By accepting any Sales Confirmation or submitting a purchase order, Client agrees to be bound by these Terms. Client may be required to confirm acceptance of these Terms when placing an order, either by signing the purchase order or by checking an acknowledgment box in NAA’s ordering system.

NAA may update or modify these Terms from time to time by posting the revised version at this URL. Material changes will be communicated via email or other reasonable means. Continued use of NAA’s Services after such notice constitutes acceptance of the updated Terms. The version of these Terms in effect on the date of the applicable Sales Confirmation governs the transaction. NAA may maintain prior versions for reference upon request.

1. Performance of Services. All Services are provided by NAA to Client on a subscription basis and are subject to a minimum commitment period of three (3) months, unless otherwise agreed in writing by NAA in the Sales Confirmation. Subscriptions renew automatically on a month-to-month basis unless terminated in accordance with these Terms. Subscription fees are determined by the selected plan and the number of accounts managed, as specified in the Sales Confirmation. NAA reserves the right to adjust pricing with thirty (30) days’ prior written notice, except where pricing is contractually fixed for a specified term. By entering into this Agreement, Client agrees to cooperate fully with NAA in all matters relating to the Services, including providing timely access to advertising accounts, CRM platforms, websites, and other digital assets necessary for campaign execution. Client shall respond promptly to requests for approvals, content, credentials, and strategic input, and shall ensure that all materials, data, and instructions provided to NAA are accurate, complete, and compliant with applicable laws. Client is solely responsible for obtaining and maintaining all necessary licenses, permissions, and consents required for the lawful execution of advertising campaigns. In the case of resellers, Client shall ensure that its end clients are informed of the scope and limitations of NAA’s services and shall obtain all necessary authorizations for NAA to act on their behalf. NAA will use commercially reasonable efforts to perform the Services and deliver the Deliverables in accordance with the timelines specified in the Sales Confirmation. All dates provided are estimates unless expressly stated as binding in the Sales Confirmation. Deliverables will be provided via NAA’s standard digital delivery methods, which may include email, shared cloud folders, project management platforms, or other mutually agreed electronic means. NAA shall not be held liable for delays caused by third-party platform outages, Client’s failure to provide timely input, or other circumstances beyond NAA’s reasonable control. NAA does not guarantee specific outcomes from advertising campaigns, including but not limited to lead volume, conversion rates, revenue generation, or return on ad spending. Campaign performance is inherently variable and subject to factors beyond NAA’s control, including changes to advertising platform algorithms, market conditions, consumer behavior, and the quality or competitiveness of Client’s products or services. NAA reserves the right to suspend or withhold performance of the Services, including access to campaigns or Deliverables, if Client fails to cooperate, provide necessary materials, approvals, or credentials, or if NAA reasonably believes that the Client’s campaigns, content, or data may violate any applicable law, regulation, or platform policy, or pose a reputational, legal, or financial risk to NAA. Any such suspension shall not relieve Client of its payment obligations under this Agreement, and all timelines shall be extended for the duration of the suspension.
2. Intellectual Property. All intellectual property rights in and to NAA’s proprietary systems, methodologies, templates, creative processes, ad management frameworks, automations, and reporting structures used in the performance of the Services (“NAA IP”) shall remain the sole and exclusive property of NAA. Nothing in this Agreement shall be construed as transferring ownership of any NAA IP to Client. Upon full and final payment of all fees due under this Agreement, NAA hereby grants Client a limited, non- exclusive, non-transferable, revocable license to use the specific Deliverables created under this Agreement solely for the Client’s own internal business purposes, or, in the case of approved reseller or white-label relationships, solely for resale or use with Client’s end customers within the scope of the selected plan and in accordance with this Agreement. Such license does not include any right to sublicense, reproduce, modify, republish, distribute, reverse-engineer, or create derivative works from the Deliverables, NAA IP, or related campaign materials without the prior written consent of NAA. Unless otherwise stated in writing, all ad accounts, campaigns, data structures, audiences, and creative materials developed, configured, or managed by NAA during the term of the Agreement shall remain the property of NAA until all amounts owed to NAA have been paid in full. Upon satisfaction of all outstanding balances, ownership of Client- funded ad accounts and creatives will transfer to Client, subject to NAA’s continued retention of its underlying intellectual property, data analytics models, and proprietary processes. Ad accounts or assets created and funded by NAA shall remain the exclusive property of NAA, unless otherwise agreed in writing. Client acknowledges and agrees that NAA may retain and use anonymized or aggregated data, campaign metrics, and creative materials for internal research, development, analytics, benchmarking, case studies, and promotional purposes, provided that no personally identifiable or confidential client information is disclosed. Client further agrees not to remove, obscure, or alter any copyright notices, watermarks, or proprietary legends appearing on or within the Deliverables or NAA IP. Any breach of this Section, including unauthorized use of Deliverables or NAA IP, shall constitute a material breach of the Agreement entitling NAA to immediate termination of Services and injunctive relief in addition to any other remedies available at law or in equity.
3. Confidentiality. For purposes of this Agreement, “Confidential Information” means all non-public, proprietary, or sensitive information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) in connection with this Agreement, whether disclosed orally, visually, electronically, or in writing, and whether or not marked as confidential. Confidential Information includes, without limitation, all business, financial, technical, creative, strategic, or operational information; pricing structures; client or prospect lists; customer data; campaign strategies; performance metrics; trade secrets; software, tools, and code; internal communications; methodologies; documentation; login credentials; and any other information relating to the Disclosing Party’s operations or those of its affiliates, vendors, or customers. For the avoidance of doubt, Confidential Information shall include all non-public information about NAA’s white-label systems, advertising processes, account setups, and relationships with vendors, subcontractors, and reseller partners. The Receiving Party shall maintain all Confidential Information in strict confidence, using at least the same degree of care it uses to protect its own confidential information, but in no event less than a commercially reasonable standard of care. The Receiving Party shall not, without the prior written consent of the Disclosing Party, use, disclose, copy, reproduce, or otherwise make available any Confidential Information for any purpose other than the performance of its obligations under this Agreement. The Receiving Party shall restrict access to the Disclosing Party’s Confidential Information to those of its employees, contractors, agents, or representatives who have a legitimate need to know such information for purposes of this Agreement and who are bound by confidentiality obligations at least as protective as those contained herein. Client expressly acknowledges that any information relating to NAA’s fulfillment processes, campaign optimizations, internal workflows, automation tools, subcontractors, or vendor relationships constitutes valuable trade secrets and proprietary information of NAA. Client further agrees that it shall not, during or after the term of this Agreement, attempt to replicate, reverse-engineer, compete with, or create derivative services based on NAA’s Confidential Information or proprietary methods, nor shall Client solicit or engage NAA’s subcontractors, employees, or vendors to perform similar services outside the scope of this Agreement. The confidentiality obligations herein shall not apply to information that: (a) was already lawfully known to the Receiving Party prior to disclosure by the Disclosing Party; (b) is or becomes publicly available through no fault or wrongful act of the Receiving Party; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as evidenced by contemporaneous written records; or (d) is required to be disclosed by law, subpoena, or court order, provided that the Receiving Party promptly notifies the Disclosing Party in writing prior to such disclosure (unless prohibited by law) and cooperates in seeking a protective order or confidential treatment of the information. Upon termination or expiration of this Agreement, or upon written request of NAA, Client shall promptly return or destroy all copies of the Confidential Information in its possession, including all derivatives and reproductions thereof. Each party acknowledges that unauthorized disclosure or misuse of Confidential Information may cause irreparable harm for which monetary damages would be inadequate. Accordingly, in addition to any other remedies available at law or in equity, the Disclosing Party shall be entitled to seek immediate injunctive relief, specific performance, or other equitable remedies to prevent or restrain any breach or threatened breach of this Section, without the necessity of posting bond or proving actual damages. The obligations set forth in this Section shall survive termination of this Agreement for a period of five (5) years following the date of termination or expiration; provided, however, that obligations relating to trade secrets and proprietary processes shall survive indefinitely for so long as such information remains a trade secret or otherwise confidential under applicable law.
4. Pricing; Payment. Client shall purchase the Services and Deliverables from NAA at the pricing set forth in the Sales Confirmation, which reflects the subscription plan selected by Client and the number of accounts to be managed. All prices quoted are exclusive of applicable taxes, and Client shall be responsible for all such taxes other than taxes on NAA’s income. Client agrees to reimburse NAA for pre- approved, reasonable out-of-pocket expenses incurred in connection with the performance of Services, including travel or platform fees. Client shall pay all invoices within seven (7) days of issuance unless otherwise stated in writing. Late payments accrue interest at the rate of one and one-half percent (1.5%) per month or the maximum rate allowed by law. NAA may suspend Services or withhold Deliverables if payment is not received within ten (10) days of written notice. Client shall not withhold or offset payment for any reason. In the case of reseller or agency accounts, Client is solely responsible for payment regardless of whether the end client pays them. Client authorizes NAA to charge the payment method designated in the Sales Confirmation or otherwise provided by Client (including credit card, ACH, or check) for all Services under this Agreement. Client acknowledges responsibility for all charges incurred and agrees to maintain valid, up-to-date payment information. Notwithstanding anything to the contrary herein, all fees are non-refundable, and NAA does not issue refunds for any reason, including, but not limited to, early cancellation, account restriction, or dissatisfaction with campaign performance. If Client initiates a chargeback or payment reversal for Services rendered prior to the completion of the initial three-month term, Client shall remain liable for the full remaining balance of the term plus a liquidated-damages fee of four hundred ninety-seven dollars ($497) per canceled Service. NAA may suspend or terminate Services immediately and refer the outstanding balance to a third-party collections agency.

5. Warranty Disclaimer. NAA warrants to Client that it shall perform the Services using personnel of the requisite skill, experience, and qualifications and in a professional and workmanlike manner consistent with generally recognized industry standards for similar services, and shall devote commercially reasonable resources to meet its obligations under this Agreement. This limited warranty is conditioned upon Client’s timely cooperation, provision of accurate information, and compliance with the terms of this Agreement. NAA makes no other representations or warranties of any kind, express or implied, including but not limited to any warranty of merchantability, fitness for a particular purpose, title, non- infringement, or any warranty arising from statute, course of dealing, usage, or trade practice. Without limiting the foregoing, NAA specifically disclaims and shall have no responsibility or liability for: (a) the performance, availability, or operation of any third-party platforms, APIs, or networks (including without limitation Meta, Google, TikTok, or CRM systems) used in connection with the Services; (b) any changes, suspensions, policy enforcement actions, or technical limitations imposed by such third-party platforms; (c) the accuracy or legality of any data, content, or materials supplied by Client or its end clients; (d) any delay or failure caused by Client’s acts or omissions, including failure to provide timely approvals, access, or accurate information; and (e) the achievement of any particular marketing or financial result, conversion rate, return on ad spend, or other performance outcome. No oral or written information or advice provided by NAA, its employees, representatives, or contractors shall create any warranty or obligation not expressly stated herein. Client acknowledges that advertising results depend on numerous factors outside of NAA’s control, and that NAA does not guarantee leads, sales, rankings, reach, or profitability. This Section shall survive termination or expiration of this Agreement and applies to the fullest extent permitted by law.

6. Limitation of Liability.
   1. IN NO EVENT SHALL NAA BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT NAA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
   2. IN NO EVENT SHALL NAA’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO NAA IN THE THREE (3) MONTHS PRECEDING THE CLAIM.
7. Indemnification. Client agrees to defend, indemnify, and hold harmless NAA, its members, officers, employees, and contractors from and against any and all losses, damages, claims, costs, or expenses (including reasonable attorneys’ fees) arising from or relating to (a) Client’s materials, products, or representations; (b) violations of applicable laws or platform terms; (c) claims made by any end clients in connection with white-label or reseller arrangements; or (d) Client’s failure to perform any obligations under this Agreement.

8. Compliance with Law. Client shall maintain in effect all licenses, permissions, authorizations, consents, and permits necessary to carry out its obligations hereunder and shall promptly provide proof of such compliance upon NAA’s request. Client represents and warrants that it, and its end clients where applicable, shall at all times comply with all applicable federal, state, and local laws, rules, regulations, and ordinances governing advertising, marketing, and data usage, including but not limited to the Federal Trade Commission Act, the CAN-SPAM Act, the Telephone Consumer Protection Act, the Children’s Online Privacy Protection Act, the California Consumer Privacy Act (CCPA), the General Data Protection Regulation (GDPR), and any successor or similar consumer-protection or privacy laws. Client shall be solely responsible for the accuracy, legality, and substantiation of all advertising claims, offers, promotions, testimonials, disclosures, and other content or materials provided to NAA for use in any campaign. Client shall ensure that all data, lists, and customer information provided to NAA for use in advertising or retargeting activities have been lawfully collected and are processed in accordance with all applicable privacy, data-protection, and anti-spam laws. Client acknowledges that NAA does not independently verify such data or content and is entitled to rely on Client’s representations regarding compliance. Client shall also comply with all applicable terms, policies, and advertising guidelines of any third-party platform or network used in connection with the Services, including but not limited to Meta (Facebook and Instagram), Google, YouTube, TikTok, LinkedIn, and any other media or ad network (“Platform Policies”). Client acknowledges that NAA has no control over such platforms, their algorithms, enforcement actions, or policy changes, and NAA shall not be liable for any account suspension, disapproval, restriction, or loss of data arising therefrom. Client represents and warrants that all content, data, images, logos, trademarks, and other materials supplied to NAA for use in advertising campaigns (“Client Materials”) are accurate, lawful, and do not infringe upon any intellectual property, privacy, or publicity rights of third parties. NAA reserves the right, in its sole discretion and without liability, to refuse, suspend, or remove any campaign, creative, or content that NAA reasonably believes may violate applicable law, regulation, or Platform Policy, or that could subject NAA to liability or reputational harm. Suspension or refusal under this paragraph shall not relieve Client of its payment obligations under this Agreement. Client shall indemnify, defend, and hold harmless NAA, its members, employees, contractors, and affiliates from and against any and all losses, damages, fines, penalties, and expenses (including reasonable attorneys’ fees) arising out of or related to Client’s or its end clients’ failure to comply with this Section.
9. Termination. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within ten (10) days of receiving written notice. NAA may terminate immediately if Client fails to pay any undisputed amount when due, becomes insolvent, or engages in conduct detrimental to NAA’s reputation or operations. Client may terminate the Agreement after the minimum three (3) month commitment with thirty (30) days’ written notice, by emailing natalea@northamericanadvertising.com after the initial three (3) month commitment. All prepaid fees are non-refundable, and any amounts owed through the end of the current billing cycle shall remain due and payable. Notwithstanding anything to the contrary herein, in reseller or white-label arrangements, NAA’s obligations are solely to the contracting Client identified in the Sales Confirmation and not to any third-party end client. NAA shall not be responsible for any commitments, representations, or warranties made by Client to its end clients that are inconsistent with this Agreement. Termination by Client’s end client shall not relieve Client of its payment obligations to NAA.

10. Non-Solicitation. During the term of this Agreement and for twelve (12) months thereafter, Client shall not directly or indirectly solicit, hire, or engage any NAA employees, contractors, or subcontractors involved in providing the Services.
11. Non-Disparagement. During the term of this Agreement and for twelve (12) months thereafter, Client shall not make any false, misleading, or defamatory statements, whether written or oral, that could reasonably be expected to harm NAA’s reputation, goodwill, or business interests. Breach of this Section shall constitute material default and entitle NAA to recover damages, including attorneys’ fees.

12. Advertising Accounts; Data Ownership; Access Rights. Unless otherwise agreed in writing, all advertising accounts, business managers, analytics containers, CRM configurations, data integrations, tracking pixels, and related digital properties that are created, configured, or funded by NAA shall remain the sole property of NAA until all amounts owed under this Agreement are paid in full. Upon full payment and satisfaction of all obligations, ownership of any Client-funded advertising accounts and associated creative assets will transfer to Client, subject to NAA’s continued retention of its underlying intellectual property, optimization structures, and proprietary methodologies used in connection with such accounts. Accounts, properties, or assets established and funded by NAA with its own ad spend, test budgets, or platform credits shall remain NAA’s exclusive property at all times and are not subject to transfer. NAA shall retain administrative or managerial access to all advertising and analytics accounts under management for the duration of the engagement, including for any renewal or wind-down period necessary to conclude campaigns, reconcile billing, or secure data. Client shall not revoke, restrict, or alter NAA’s access without NAA’s prior written approval. Unauthorized removal or modification of NAA’s access constitutes a material breach of this Agreement and may result in immediate suspension of Services without refund. Client acknowledges that ad platforms and data systems are operated by third parties beyond NAA’s control, and NAA makes no representation or warranty regarding the continued availability of any advertising account, campaign history, or platform data after termination. NAA shall not be responsible for the loss of access to or deletion of any data by a third-party platform.
13. Waiver. No waiver by NAA of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by NAA. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
14. Force Majeure. No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Client to make payments to NAA hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, hurricane, epidemic, pandemic, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within seven (7) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of thirty (30) days following written notice given by it under this Section, either party may thereafter terminate this Agreement. Notwithstanding anything in this Section or elsewhere in this Agreement, under no circumstance shall Client be relieved of its obligation to make any payments due to NAA, regardless of the occurrence of any Force Majeure Event.
15. Assignment. Client shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of NAA. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Client of any of its obligations under this Agreement.

16. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
17. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.
18. Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Florida.
19. Submission to Jurisdiction. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Florida in each case located in Palm Beach County, Florida, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
20. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of the Sales Confirmation or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), email or facsimile (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
21. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
22. Survival. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Compliance with Laws, Confidential Information, Governing Law, Submission to Jurisdiction and Survival.
23. Amendment and Modification. These Terms may only be amended or modified in a writing stating specifically that it amends these Terms and is signed by an authorized representative of each party.