Coax Consulting Marketing & Advertising Services Agreement

Last Updated: [Date]

The following terms and conditions govern all services, features, and activities provided by Coax Consulting ("Company," "we," or "us"). Please carefully review these Terms of Service which, together with our Privacy Policy(to be provided separately), constitute a legally binding agreement (this "Agreement") between you ("Client") and Coax Consulting.

By engaging our services or accessing our materials, you agree to be bound by the terms and conditions of this Agreement. If you do not agree to all the terms and conditions, you may not use our services.

1. Scope of Services

Marketing and advertising services are collaborative processes aimed at supporting your business objectives. This may include, but is not limited to, marketing strategy, digital ad campaigns, brand development, content creation, or SEO. While Coax Consulting cannot guarantee specific business outcomes (such as specific sales figures, lead generation quotas, or #1 search rankings), we warrant that all services will be performed in a professional, diligent, and competent manner, providing advice and execution tailored to your business objectives.

2. Client Responsibilities

Client is fully responsible for their participation in the engagement. This includes providing timely feedback, necessary approvals, access to required materials (e.g., brand assets, website access, analytics data), and making informed decisions based on the strategies and advice provided. Client must provide current, complete, and accurate billing and contact information and must promptly update all information to keep the account current.

3. Intellectual Property & Deliverables

  • Client Materials: Client represents and warrants that all materials, data, content, and images provided to Coax Consulting for use in the services ("Client Materials") are owned by the Client or that Client has secured all necessary licenses and permissions to use them. Client agrees to indemnify Coax Consulting from any claims arising from the use of Client Materials.
  • Company Intellectual Property: Coax Consulting retains all right, title, and interest in and to its pre-existing intellectual property, proprietary tools, methodologies, software, and know-how used to provide the services ("Company IP").
  • Deliverables: Upon full and final payment, Coax Consulting grants Client a perpetual, worldwide, non-exclusive license to use the final, client-facing deliverables (e.g., ad creative, reports, strategy documents) created for Client and delivered as part of the paid services. Client may not modify, reverse-engineer, or create derivative works from any Company IP.

4. Confidentiality

Coax Consulting agrees to keep all non-public information provided by the Client ("Confidential Information") strictly confidential. This includes, but is not limited to, business plans, financial data, and customer lists. Confidential Information will not be disclosed except with prior written consent from the Client or as required by law.

5. Fees, Payment, and Cancellation

  • Fees: Client agrees to pay the fees for services as outlined in the separate Scope of Work (SOW) or proposal. Fees do not include any sales, use, value-added, or other taxes, which are the sole responsibility of the Client.
  • Payment: All fees are paid in advance unless otherwise agreed in writing. Client is responsible for all charges resulting from the use of their account.
  • Collection: Client agrees to pay all costs of collection, including reasonable attorney’s fees and costs, on any outstanding balance. In the event Client fails to pay any amount when due, Coax Consulting may immediately suspend or terminate this Agreement and access to services.
  • Cancellation: If Client chooses to cancel services, Client will be responsible for payment for all services performed up to the effective date of termination, as well as any non-cancelable third-party costs (e.g., ad spend, software subscriptions).
  • Refund Policy: Coax Consulting offers a full 100% money-back guarantee on initial strategy or retainer fees if a refund is requested via email to joel@coaxconsulting.com within the first 7 days after the initial purchase as a new client. This guarantee does not apply to third-party costs already incurred.

6. Scheduling, Lateness, and Rescheduling

  • Rescheduling: If necessary, Client can reschedule a scheduled meeting by contacting joel@coaxconsulting.comat least 24 hours prior to the scheduled session. Failure to provide 24-hour notice may result in the meeting being forfeited.
  • Lateness: Client is responsible for attending scheduled meetings punctually. If Client does not join a scheduled meeting within 10 minutes of the start time without prior notice, the Company reserves the right to cancel the appointment and bill for the time.
  • Rescheduling Fee: We allow for one (1) same-day reschedule as a courtesy. However, any subsequent same-day reschedules (or reschedules with less than 24-hour notice) will incur a fee of $50. The next session cannot be scheduled until this fee is paid.

7. Disclaimers & Third-Party Services

  • Service Disclaimer: The advice and services provided are for business, marketing, and advertising purposes only and do not constitute legal, financial, or tax advice.
  • Third-Party Services: The services may involve or recommend third-party websites, tools, or platforms (e.g., Google, Facebook, Mailchimp, CRM software). Coax Consulting is not responsible for the accuracy, availability, or reliability of any information, goods, data, or statements made available on such third-party services. Access to and use of third-party services is at the Client's own risk and subject to the terms of that third party.
  • Audits and Assessments: Coax Consulting may provide audits or strategic reports ("Assessments"). Client assumes all risk for implementing recommendations or interpreting data without engaging Coax Consulting for strategic guidance.

8. DISCLAIMER OF WARRANTIES

THE SERVICES ARE PROVIDED BY COAX CONSULTING ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 1, COAX CONSULTING MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICES OR THE INFORMATION OR CONTENT PROVIDED. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, COAX CONSULTING DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COAX CONSULTING DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

9. LIMITATION OF LIABILITY

IN NO EVENT SHALL COAX CONSULTING, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS (INCLUDING JOEL SNYDER) BE LIABLE UNDER ANY THEORY OF LAW FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF INFORMATION OR DATA, ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES, EVEN IF COAX CONSULTING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

COAX CONSULTING'S ENTIRE LIABILITY UNDER THIS AGREEMENT, IF ANY, FOR ANY CLAIMS FOR DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT OF FEES PAID BY THE CLIENT TO COAX CONSULTING OVER THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

10. INDEMNIFICATION

YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS COAX CONSULTING, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND SUPPLIERS (INCLUDING JOEL SNYDER) FROM AND AGAINST ALL LOSSES, EXPENSES, DAMAGES, AND COSTS, INCLUDING REASONABLE ATTORNEY’S FEES, RESULTING FROM (A) ANY VIOLATION OF THIS AGREEMENT BY YOU, (B) YOUR USE OF THE SERVICES, OR (C) ANY CLAIM THAT YOUR CLIENT MATERIALS INFRINGED THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY.

11. Term and Termination

The service relationship may be a one-time project or an ongoing retainer, as specified in a separate SOW. Unless otherwise specified, either party may terminate this agreement with 30 days' written notice. Coax Consulting may terminate or suspend access to the Services immediately, without prior notice or liability, if you breach this Agreement. Clauses 3, 4, 8, 9, 10, 12, and 17 shall survive any termination of this Agreement.

12. Governing Law & Arbitration Clause

(Legal Review Required)

  • Governing Law: This Agreement and the rights of the Parties hereunder shall be governed by and construed in accordance with the laws of [Your State, e.g., Minnesota], exclusive of conflict or choice of law rules.
  • Negotiation: The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation.
  • Binding Arbitration: Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by final and binding individual arbitration in [Your City, Your State] before one arbitrator. The arbitration shall be administered by [Arbitration Service, e.g., JAMS or AAA] pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction.
  • WAIVER OF CLASS ACTION: YOU KNOWINGLY AND VOLUNTARILY AGREE TO BRING ANY CLAIMS AGAINST COAX CONSULTING IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, OR REPRESENTATIVE IN ANY PURPORTED REPRESENTATIVE, COLLECTIVE, OR CLASS ACTION.
  • WAIVER OF JURY TRIAL: BY AGREEING TO ARBITRATION, YOU ARE AGREEING TO WAIVE ANY CONSTITUTIONAL RIGHT TO A JURY OR COURT TRIAL OF COVERED CLAIMS.

13. Force Majeure

Neither Party shall be liable for any failure in the performance of its obligations under this Agreement caused directly or indirectly by circumstances beyond such Party’s reasonable control, including, without limitation, fire, flood, acts of God, labor disputes, acts of war or terrorism, pandemic, interruptions of transportation or communications, or the failure of any third party (including third-party platforms like Google or Facebook).

14. Notices

Coax Consulting may deliver notice to you under this Agreement by means of electronic mail to your address on record. You may give notice to Coax Consulting at any time via electronic mail to joel@coaxconsulting.com.

15. Marketing Communications

By booking services or interacting with Coax Consulting, your email and phone number may be added to our marketing communications list (e.g., newsletter). By engaging with us, you consent to be added to this list. You may unsubscribe at any time.

16. Modifications to This Agreement

Coax Consulting reserves the right to modify the terms of this Agreement from time to time. We will notify you of any material revisions by posting a notice on our website or through a direct communication to you by email. You will be deemed to have agreed to the new terms if you continue to use the Services after having been notified.

17. Miscellaneous

  • Entire Agreement: This Agreement, which incorporates the Coax Consulting Privacy Policy, constitutes the entire agreement between you and us relating to your use of the Services and supersedes any prior or contemporaneous written or oral agreements.
  • Severability: If any provision of this Agreement shall be deemed invalid or unenforceable, this Agreement shall be construed as though such provision was not included, and the remainder of this Agreement shall remain in full force and effect.
  • Waiver: The failure of either Party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights.
  • Assignment: This Agreement is not assignable, transferable, or sub-licensable by you except with Coax Consulting’s prior written consent.
  • Agency: No agency, partnership, joint venture, or employment is created as a result of this Agreement.