Version 1.0 · Last updated 2026-07-12
TRADEBUILDER HQ LLC
DIGITAL ADVERTISING SERVICES
TERMS OF SERVICE · Click-to-Accept Agreement
These Digital Advertising Services Terms of Service ("Agreement") are entered into by and between TradeBuilder HQ LLC, a Virginia limited liability company ("Provider"), and the business enrolling in Provider’s digital advertising management services through Provider’s online enrollment process ("Client"). “Client” means the legal entity or sole proprietor identified as the customer during Provider’s enrollment process. This Agreement governs Provider’s Google Ads management services and related services described in Section 2 (the "Services"). The "Effective Date" is the date and time Client completes the Acceptance Action described in Section 1.
| How this works, in plain terms: You keep full ownership of your Google Ads account and pay Google directly for ad spend — we never touch that money. Our software handles routine optimizations automatically. New campaigns and new ad copy never run until you’ve approved them. One flat monthly management fee. Any setup fee, taxes, or optional out-of-scope charges are disclosed before they are charged. Cancel anytime from your account dashboard…. no phone call required. |
This box is a plain-language summary for convenience only. The numbered sections below are the binding terms and control if anything here differs.
Separate Agreement. This Agreement is independent of, and not governed by, TradeBuilder HQ LLC’s Master Services Agreement for bookkeeping, payroll, and CRM operations services. If Client also receives those services, they are governed exclusively by that separate agreement, and this Agreement governs only the Services described herein.
1. Acceptance of Terms; Formation of Agreement
2. Scope of Services
3. Automated Campaign Management; Authorization
4. AI-Generated Content; Client Review and Approval
5. No Guarantee of Results; Disclaimer of Warranties
6. Client Responsibilities
7. Fees and Billing
8. Ad Spend; Third-Party Charges
9. Subscription Term; Cancellation
10. Data Rights; Privacy
11. Intellectual Property
12. Third-Party Platforms
13. Disclaimer of Professional Advice; AI Outputs
14. Client Warranties
15. Indemnification
16. Limitation of Liability
17. Suspension; Termination for Risk Management
18. Non-Solicitation
19. Concurrent Client Engagements; Confidentiality
20. Marketing Use
21. Communications; SMS (Reserved for Future Activation)
22. Google Local Services Ads (Reserved)
23. Dispute Resolution
24. General Provisions
Exhibit A — Fee Schedule (separate document)
1.1 Electronic Acceptance. Client accepts this Agreement by completing Provider’s online enrollment process and affirmatively checking the acceptance box(es) presented at enrollment (the “Acceptance Action”), after the Agreement has been made available to Client for review. The Acceptance Action constitutes Client’s electronic signature and unconditional agreement to be bound by this Agreement, effective as of the date and time the Acceptance Action is recorded. This Agreement is enforceable to the same extent as a document signed in writing, consistent with the Uniform Electronic Transactions Act as adopted in Virginia and the federal E-SIGN Act.
1.2 Record of Acceptance. Provider will retain a record of Client’s acceptance, including the version of this Agreement accepted and the date and time of acceptance. Client may request a copy of the version of this Agreement it accepted at any time.
1.3 Business Use; Authority. Client is obtaining the Services solely for business or commercial purposes and not for personal, family, or household purposes. The individual completing the Acceptance Action represents and warrants that: (a) they are at least eighteen (18) years old; (b) the information identifying Client during enrollment is accurate; and (c) they have authority to enter into this Agreement and bind Client to its terms. If Client operates as a sole proprietorship or under a trade name without a separate legal entity, the individual owner is the Client and is personally bound by this Agreement.
1.4 Updates to this Agreement. Provider may update this Agreement from time to time. For non-material updates, Provider will post the updated Agreement and revise the “Last Updated” date, and continued use of the Services after the effective date constitutes acceptance. For material updates, other than fee changes governed by Section 7.3, that materially increase Client’s obligations or reduce Client’s rights, Provider will provide reasonable advance notice through the account dashboard and/or email and will require Client’s renewed affirmative acceptance before applying the update to Client. If Client does not accept a required material update, Provider may continue providing the Services under the prior version or terminate the Services at the end of the then-current paid billing period. Client may cancel under Section 9. Fee changes are governed exclusively by Section 7.3 and the Fee Schedule.
2.1 Google Ads Management. Provider will build, launch, and manage Google Ads campaigns for Client using an agency-level connection to Client’s Google Ads account. Client retains full ownership of its Google Ads account and is solely responsible for paying all advertising spend directly to Google. Client may revoke Provider’s access to its Google Ads account at any time; doing so will materially impair Provider’s ability to perform the Services. Revoking access does not by itself stop billing; to stop future charges, Client must cancel under Section 9. If Client revokes access without cancelling, Provider may treat the revocation as a request to cancel effective at the end of the then-current billing period.
2.2 Ongoing Optimization. Services include ongoing campaign optimization such as budget adjustments, keyword management, and negative keyword/search-term exclusions, performed by Provider’s personnel, Provider’s automated systems described in Section 3, or both.
2.3 Reporting and Transparency. Provider will provide Client with a performance report no less frequently than monthly. The report will include, where available, Google Ads account-level advertising cost, clicks, impressions, conversions, and a summary of material campaign activity. Any Google advertising cost reported by Provider will reflect the amount reported by Google and will be presented separately from Provider’s fees. Client may also access cost and performance information directly through Client’s Google Ads account.
2.4 Free Listings Audit. Provider may offer a complimentary business listings audit (“Listings Audit”) to prospective clients through Provider’s website. The Listings Audit is a marketing tool, is not part of the Services, does not require execution of this Agreement, and is governed solely by Provider’s Privacy Policy.
2.5 Out-of-Scope Assistance. Any assistance Provider provides outside the Services described in this Section 2 is provided on a best-efforts basis only, does not create any ongoing obligation, and is not part of the contracted Services.
2.6 Call Tracking. Where enabled, the Services may include call tracking technology that attributes inbound calls to specific campaigns using a tracked or dynamically-inserted phone number. Call tracking captures call metadata only — the number dialed, caller number, date, time, duration, and outcome — and does not include recording of call audio. Provider does not offer, enable, or support call recording as part of the Services. Call tracking data is Lead Data governed by the Data Processing & Tracking Addendum.
2.7 Restricted and High-Risk Industries. The Services are not intended for advertising involving highly regulated, legally restricted, or elevated-risk products or services unless Provider expressly agrees in writing to support the applicable category. Provider may decline enrollment, require additional verification or contractual terms, restrict campaign features, or discontinue Services for advertising involving healthcare, financial or credit services, insurance, legal services, housing, employment, political activity, addiction treatment, cannabis or CBD, weapons, adult services, services directed to children, or any other category that Provider reasonably determines requires specialized legal or platform compliance. Provider’s acceptance of a Client does not constitute a determination that Client’s business or advertising is legally compliant.
3.1 Authorization for Automated Management. Client authorizes Provider to use automated systems, including software incorporating artificial intelligence, to review campaign performance and make changes to Client’s Google Ads campaigns on an ongoing basis, without requiring Client’s advance approval of each individual change, subject to the controls described in this Section 3.
3.2 Auto-Execute and Approval-Required Actions. Provider’s platform distinguishes between: (a) “Auto-Execute Actions” — lower-risk, routine optimizations, such as bid and budget adjustments within Client-configured limits, keyword pausing, and search-term exclusions, that Provider’s systems may execute without prior Client approval; and (b) “Approval-Required Actions” — higher-impact changes, including new campaign launches, increases above Client-configured budget or spending limits, and new or materially revised ad creative, that require Client’s affirmative approval through Provider’s platform before taking effect. Provider may also require internal review by Provider personnel, but approval by Provider personnel alone does not satisfy the Client Approval required by this Section or Section 4.2.
3.3 Client-Configured Controls. Client may adjust which categories of actions are treated as Auto-Execute Actions versus Approval-Required Actions, and may set spending limits and other parameters governing automated management, through Provider’s platform. Actions taken by Provider’s automated systems in accordance with Client’s then-current configuration are deemed authorized by Client.
3.4 Default Limits. If Client has not configured spending limits or automation parameters, Provider’s automated systems will not increase Client’s aggregate daily budget above the budget in effect as of the most recent Client Approval without obtaining a new Approval. Absent Client configuration, budget-increasing changes are treated as Approval-Required Actions. This default is a protective floor and does not obligate Provider to detect or prevent every possible erroneous change.
3.5 Assumption of Risk; Acknowledgment. Client understands and agrees that automated and AI-driven systems can produce errors, unexpected outcomes, or suboptimal changes, and that campaign management involves the expenditure of Client’s own funds held at Google. Client accepts the inherent risks of automated campaign management as a condition of electing it, and remains responsible for monitoring its Google Ads account, reviewing the audit trail, and setting appropriate limits.
3.6 Sole Remedy for Automated Error. If an Auto-Execute Action results from a demonstrable error in Provider’s automated systems, Client’s sole and exclusive remedy, except for direct damages arising from Provider’s gross negligence or willful misconduct established as provided in Section 16.3, is for Provider to: (a) use commercially reasonable efforts to correct or reverse the erroneous change after becoming aware of it; and (b) at Provider’s election, apply a credit against future fees. This remedy is subject to, and does not expand, the limitations and exclusions in Section 16.
3.7 Audit Trail. Provider will maintain a log of automated and human-initiated changes made to Client’s campaigns, including the date, action, source, and available approval information. Audit-log entries will be retained for at least twelve (12) months after the applicable change and will be accessible to Client through the platform during an active subscription. After termination, Provider may provide available audit-log information upon reasonable written request during the remaining retention period.
3.8 Limitation. Provider’s liability for actions taken through automated campaign management, whether Auto-Execute Actions or approved Approval-Required Actions, is subject to Section 16 (Limitation of Liability).
4.1 AI-Assisted Ad Creative. Ad headlines, descriptions, and related creative content may be generated or assisted by artificial intelligence tools as part of the Services.
4.2 Mandatory Review Gate. Campaigns will not go live, and material changes to ad creative will not take effect, unless and until Client affirmatively approves the specific ad content through Provider’s platform (an “Approval”). Provider will retain a timestamped record of each Approval and the content approved.
4.3 Client Warranties Regarding Approved Content. By approving ad content, Client represents and warrants that: (a) all factual claims, licensing statements, certifications, and similar representations in the approved content are accurate; (b) Client has the right to use any trademarks, business names, or brand assets referenced in the approved content; and (c) the approved content does not violate any applicable advertising, licensing, or professional-conduct law applicable to Client’s business or industry.
4.4 No Warranty of Originality or Exclusivity. AI-generated content may not be eligible for copyright protection and may resemble content generated for other users of the same or similar tools. Provider makes no warranty that any AI-generated content is original, non-infringing, or exclusive to Client.
4.5 Indemnification Tie-In. Client’s indemnification obligations under Section 15 extend to claims arising from Client-approved ad content, including false-advertising, trademark, and professional-licensing claims, except to the extent such claims arise from Provider’s failure to implement the specific content Client approved.
4.6 Claim Substantiation; Provider Review. Provider may require Client to provide reasonable written substantiation for factual, comparative, licensing, certification, pricing, discount, warranty, guarantee, response-time, award, affiliation, testimonial, review-based, or similar advertising claims. Provider may decline to publish, remove, or pause any content that Provider reasonably believes is unsubstantiated, inaccurate, deceptive, unlawful, or inconsistent with an advertising platform’s policies, even if Client previously approved it. Provider may propose revisions, but any materially revised ad content remains subject to Client Approval under Section 4.2. Provider’s exercise of its rights under this Section is not a breach of the Agreement.
5.1 No Guarantee of Results. Provider makes no representation, warranty, or guarantee, express or implied, regarding the number of leads, sales, conversions, return on ad spend, or other business outcomes Client may experience as a result of the Services. Advertising performance depends on factors outside Provider’s control, including Google’s advertising platform and policies, Client’s website and offering, Client’s responsiveness to leads generated, and Client’s competitive market. Client is solely responsible for all business decisions made in reliance on Provider’s outputs, reports, and recommendations.
5.2 Disclaimer of Warranties.
| EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM HARMFUL COMPONENTS, OR THAT ANY AUTOMATED OR AI-GENERATED OUTPUT WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR CLIENT’S PURPOSE. |
Client is responsible for:
7.1 Flat Monthly Fee. Client will pay Provider a flat monthly service fee as set forth in the Fee Schedule (Exhibit A), which is incorporated into this Agreement by reference. The Services are billed on a single flat-fee basis; Provider does not charge a performance-based or results-contingent fee under this Agreement.
7.2 Recurring Billing. Fees are billed monthly in advance through Provider’s payment processor (currently Stripe) via the recurring subscription method Client authorizes at enrollment. Client’s subscription automatically renews each month unless cancelled under Section 9.
7.3 Fee Changes. Provider may update the Fee Schedule for new enrollments at any time. For an existing Client, Provider will provide at least thirty (30) days’ advance notice of a fee increase by email and through Client’s account dashboard. The notice will clearly state the new fee, the effective date, and how Client may cancel before the increase applies. Provider will not charge the increased fee before the stated effective date. If Client does not cancel before the effective date and continues the subscription after that date, the updated fee will apply and Client authorizes Provider to charge it. A fee increase does not require renewed affirmative acceptance under Section 1.4 unless required by applicable law.
7.4 Ad Spend Separate. Fees paid to Provider under this Agreement are separate from, and do not include, Client’s advertising spend, which Client pays directly to Google. Provider does not invoice, collect, or hold Client’s advertising spend.
7.5 Payment Authorization; Taxes. By enrolling, Client authorizes Provider and its payment processor (currently Stripe) to charge Client’s designated payment method for all fees when due, including the initial charge and each automatic monthly renewal, until Client cancels under Section 9. Fees are exclusive of applicable sales, use, or similar taxes; Client is responsible for such taxes other than taxes on Provider’s net income, and Provider may add them to charges where required by law.
7.6 Setup Fee. If a setup fee applies to Client’s enrollment, it will be disclosed in the Fee Schedule and charged as described therein.
7.7 Successful Payment as a Condition of Go-Live. Activation of Client’s campaigns is conditioned on a successful initial charge. If the initial charge does not succeed, the Services will not go live and Provider is under no obligation to launch, manage, or optimize any campaign until payment is received. No agreement to perform the Services arises from enrollment alone; Provider’s performance obligations begin only upon a successful initial charge.
7.8 Failed Renewal Payments; Dunning; Pause. For renewal charges, if a charge fails, Provider (directly or through its payment processor) may automatically re-attempt the charge over a retry window of up to fifteen (15) days and will notify Client by email that payment is past due. If payment is not successfully collected within that window, Provider may pause the Services, including suspending campaign management and automated optimization, until all outstanding amounts are paid. A pause under this Section is not a cancellation; fees continue to accrue for any period in which the Services remain active prior to pause, and Provider may condition reinstatement on payment of all outstanding amounts. Provider may terminate under Section 17 if a past-due balance remains uncured.
7.9 Effect of Pause. During a pause, Client’s campaigns may continue to run within Client’s Google Ads account at Client’s own risk and expense unless Client or Provider pauses them at the Google level; Provider is not responsible for campaign performance, spend, or optimization during any period in which the Services are paused for non-payment. Provider’s pause of the Services does not pause or reduce Client’s advertising spend obligations to Google.
7.10 Chargebacks. Because the Services are month-to-month and Client may cancel at any time under Section 9, Client agrees to contact Provider to resolve any billing concern before initiating a chargeback or payment dispute. Initiating a chargeback for fees validly owed under this Agreement is a breach of this Agreement. If a chargeback is reversed or determined to be invalid, Client remains responsible for the disputed amount plus any chargeback or dispute fee Provider’s payment processor assesses.
7.11 Collections; Failed-Payment Fee. If Client fails to pay undisputed amounts when due, Provider may refer the matter to collections, and Client is responsible for reasonable costs of collection, including reasonable attorneys’ fees and court costs, to the extent permitted by law. Provider may assess a reasonable fee for each failed or reversed payment, not to exceed the amount permitted by law, as disclosed in the Fee Schedule.
Client’s advertising spend is billed and collected directly by Google under Client’s agreement with Google. Provider is not responsible for, and assumes no liability arising from:
Provider’s automated and human-managed budget adjustments operate within Client’s Google Ads account and Client-configured limits; Provider is not a guarantor of Client’s total advertising spend in any period.
9.1 Term. The Services are provided on a month-to-month subscription basis beginning on the Effective Date and automatically renewing each month unless cancelled as provided in this Section.
9.2 Cancellation. Client may cancel the Services at any time, effective at the end of the then-current monthly billing period, through the same online account dashboard used to enroll. Cancellation does not require a phone call, live chat, or any communication channel other than the one used to sign up, and no fee is charged for cancellation itself.
9.3 Effect of Cancellation. Upon cancellation, Provider will stop billing effective at the end of the then-current billing period and will unlink Provider’s management access from Client’s Google Ads account within a commercially reasonable time thereafter. Client retains its Google Ads account and all Client-owned data within it.
9.4 No Partial-Month Refunds. Except as required by law, fees for the then-current billing period are earned upon commencement of that period and are non-refundable upon mid-cycle cancellation; Client’s access to the Services continues through the end of the paid period.
9.5 Provider Termination. Provider may suspend or terminate the Services for non-payment, breach of this Agreement, or the risk-management grounds described in Section 17.
10.1 Privacy Policy; Data Processing Addendum. Provider’s Privacy Policy describes Provider’s collection, use, and disclosure of information in connection with the Services. The Privacy Policy is provided as a notice of Provider’s privacy practices and does not form part of this Agreement or create contractual warranties, except to the extent expressly stated in the Data Processing & Tracking Addendum. Provider’s Data Processing & Tracking Addendum is incorporated into this Agreement and further allocates data-protection responsibilities between the parties. In the event of a conflict regarding the processing of Personal Data, the Data Processing & Tracking Addendum controls.
10.2 Categories of Data. In providing the Services, Provider may access and process: (a) Client’s business and contact information; (b) data within Client’s connected Google Ads account, which may include information about individuals who submitted inquiries or leads through Client’s advertising (e.g., names and phone numbers); and (c) data collected through lead-tracking code Provider installs on Client’s website, where applicable.
10.3 Client as Data Owner for End-Customer Data. As between Provider and Client, Client is the owner of, and primarily responsible for providing legally sufficient notice and obtaining any consent required from, Client’s own customers and website visitors regarding the collection and use of their data, including through any tracking code or pixel installed at Client’s direction. Provider processes such data solely to provide the Services and in accordance with Client’s instructions, the Data Processing & Tracking Addendum, and Provider’s Privacy Policy.
10.4 AI Processing. Provider may use third-party artificial intelligence tools (currently including Anthropic) to analyze campaign performance data and publicly available website content in connection with the Services. Under Provider’s current agreements with its AI providers, data Provider submits for this purpose is excluded from use in training those providers’ underlying models. Additional detail is provided in the Privacy Policy and the Data Processing & Tracking Addendum.
10.5 Subprocessors. Provider uses third-party service providers — including Google, Provider’s payment processor, cloud hosting provider, email service provider, and AI provider — to deliver the Services, each of which processes data subject to its own terms. A current list of material subprocessors is available in the Privacy Policy.
11.1 Client-Approved Ad Content. Ad copy and creative content approved by Client under Section 4 and used in Client’s live campaigns is licensed to Client for use in connection with Client’s advertising, subject to Section 4.4 (no warranty of originality or exclusivity).
11.2 Provider Materials. Provider retains all right, title, and interest in its pre-existing tools, templates, automation logic, campaign-structuring methodologies, and other proprietary materials used to deliver the Services (“Provider Materials”). Nothing in this Agreement transfers ownership of Provider Materials to Client.
11.3 Client’s Google Ads Account. Client owns and retains its Google Ads account and all data within it. Provider’s access is limited to the scope necessary to deliver the Services and terminates upon cancellation or termination of this Agreement.
11.4 License-Back. Provider may use non-identifying, aggregate references to campaign results for portfolio and marketing purposes. Use of Client’s specific name, logo, or identifiable campaign data is governed by Section 20 (Marketing Use).
11.5 Client Materials License. “Client Materials” means Client’s business names, trade names, trademarks, logos, images, website content, offers, pricing information, licensing information, certifications, testimonials, and other content or materials Client provides to Provider or authorizes Provider to access. Client retains ownership of Client Materials. Client grants Provider a nonexclusive, worldwide, royalty-free, limited license during the term of the Agreement and a wind-down period not to exceed thirty (30) days following termination to access, host, reproduce, format, resize, modify, display, transmit, and use Client Materials solely as reasonably necessary to provide the Services. Provider may sublicense this limited right only to its personnel, contractors, subprocessors, and advertising platforms as necessary to provide the Services. During the wind-down period, Provider's use of Client Materials is limited to ceasing the Services and removing Client Materials from active campaigns, and does not include the right to modify, sublicense, or create new materials from them.
12.1 Third-Party Service Providers. Provider’s delivery of the Services depends on third-party platforms, including Google Ads and Google’s advertising policies and systems, Stripe, and other hosting and communications providers. Provider is not liable for the acts, omissions, outages, policy changes, or account actions of these third parties. Use of these platforms is subject to their own terms of service.
12.2 Google Relationship and Third-Party Transparency. Provider is an independent service provider and is not Google, does not act on behalf of Google, and is not endorsed by Google except to the extent Provider is expressly authorized to state a current Google program status. Provider’s fees are separate from amounts Client pays directly to Google. Client retains ownership of and access to Client’s Google Ads account. Provider may modify, decline, pause, or discontinue campaign activity where Provider reasonably determines that doing so is necessary to comply with Google’s policies, applicable law, or Provider’s risk-management requirements.
(a) No Professional Advice. The Services do not constitute legal, marketing-compliance, or professional advertising-licensure advice. Client is responsible for consulting qualified professionals regarding matters requiring professional judgment or licensure, including advertising claims specific to regulated trades.
(b) AI-Generated and Automated Outputs. Outputs generated or assisted by artificial intelligence or automated systems, including ad copy and campaign adjustments, may contain errors and are not guaranteed to be complete, accurate, or suitable for Client’s specific purpose. Client’s Approval under Section 4 constitutes Client’s independent review and acceptance of AI-generated ad content.
(c) Output Accuracy. Provider makes no representation or warranty that any report, recommendation, or output will be error-free. Output quality depends on the accuracy and timeliness of information Client provides.
Client represents and warrants that:
Client shall indemnify, defend, and hold harmless Provider and its officers, employees, agents, and contractors from and against any claims, damages, liabilities, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to:
Indemnification Procedure. Provider will (a) promptly notify Client of any claim for which it seeks indemnification (provided that a failure to promptly notify relieves Client only to the extent Client is actually prejudiced); (b) permit Client to control the defense and settlement of the claim, except that Client may not settle any claim in a manner that imposes a non-monetary obligation on Provider, requires an admission of fault by Provider, or fails to fully release Provider, without Provider’s prior written consent; and (c) reasonably cooperate in the defense at Client’s expense. Provider may participate in the defense with its own counsel at its own expense.
Relationship to Liability Cap. Client’s indemnification obligations are subject to the limitation of liability in Section 16, except for the categories identified in Section 16.4 (which are instead subject to the ceiling set forth in the Data Processing & Tracking Addendum) and except to the extent arising from Client’s fraud, willful misconduct, or violation of law.
16.1 No Indirect Damages.
| TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, OR LOST ADVERTISING SPEND, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. |
16.2 General Liability Cap.
| SUBJECT TO SECTIONS 16.3 AND 16.4, AND EXCEPT FOR LIABILITY ARISING FROM PROVIDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, PROVIDER’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY CLIENT TO PROVIDER DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) FIVE HUNDRED DOLLARS ($500). |
16.3 Cap for Gross Negligence; Willful Misconduct. If Provider’s gross negligence is established by a final adjudication by a court or arbitrator, Provider’s total aggregate liability for direct damages arising from that gross negligence shall not exceed the greater of: (a) the total fees paid by Client to Provider during the twelve (12) months immediately preceding the event giving rise to the claim; or (b) five thousand dollars ($5,000). Liability arising from Provider’s willful misconduct, established by a final adjudication by a court or arbitrator, is not limited by Sections 16.2 or 16.3 to the extent such limitation is prohibited by applicable law. A party’s allegation or characterization of conduct as gross negligence or willful misconduct does not, by itself, displace Section 3.6 or the general liability cap in Section 16.2.
16.4 Exception for Client Data and Advertising Indemnity. The limitations in Sections 16.2 and 16.3 limit Provider’s liability to Client. They do not limit Client's indemnification obligations for claims relating to Client-approved ad content, Client's privacy, tracking, or consent failures, Client's submission of sensitive data, Client's unauthorized enablement of call recording, or Client's unauthorized use of restricted advertising features. Those obligations are instead subject to the separate aggregate ceiling set forth in the Data Processing & Tracking Addendum. For clarity, this Section does not increase Provider’s liability to Client beyond Sections 16.1–16.3.
16.5 Time to Bring Claims. Any claim arising out of or related to this Agreement or the Services must be brought within one (1) year after the claim accrues, except where a shorter contractual limitations period would be unenforceable under applicable law, in which case the claim must be brought within the shortest period that is enforceable. This Section does not apply where prohibited by law.
16.6 Essential Basis of the Bargain. The limitations in this Section are a material basis of the bargain, reflect a reasonable allocation of risk given Provider’s modest flat fee relative to Client’s advertising spend (which Provider does not control, invoice, or hold), and apply even if a limited remedy is found to have failed of its essential purpose.
Provider may suspend or terminate the Services immediately upon notice if Provider determines in good faith that continued performance poses a material legal, financial, regulatory, or reputational risk, or falls within a restricted or unsupported category under Section 2.7, including where Client’s business or advertising content appears to involve illegal, fraudulent, or deceptive activity, or where Client’s Google Ads account is suspended or restricted by Google for reasons related to Client’s business rather than Provider’s management. Suspension or termination under this Section does not waive Provider’s right to collect fees accrued through the effective date of suspension or termination.
For twelve (12) months after termination of this Agreement, Client shall not solicit or hire any employee or contractor of Provider introduced to Client in connection with the Services. Client acknowledges that a breach of this Section would cause Provider harm that is difficult to quantify, and agrees that Provider may seek injunctive relief in addition to any other remedy available at law or in equity.
19.1 Concurrent Engagements. Client acknowledges that Provider may provide Services to other clients in the same trade, industry, or geographic market, including direct competitors of Client. Client’s execution of this Agreement constitutes informed consent to such concurrent engagements.
19.2 Confidentiality. Each party may receive non-public information of the other that a reasonable person would understand to be confidential (“Confidential Information”). The receiving party will: (a) use Confidential Information only to perform under this Agreement; (b) protect it using at least reasonable care; and (c) not disclose it except to personnel or subcontractors with a need to know who are bound by comparable obligations, or as required by law (with notice where legally permitted). Provider will not disclose Client’s specific campaign strategy, performance data, or other Confidential Information to any other client. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was already known without restriction, is independently developed, or is lawfully obtained from a third party without restriction. These obligations survive termination for five (5) years.
Unless Client opts out in writing, Provider may reference Client’s business name in a general list of clients served on Provider’s website or marketing materials. Provider will not publish Client-specific campaign performance data, screenshots, or case studies without Client’s separate written approval.
21.1 Channels. Provider may communicate with Client by email and, where Client separately opts in, by text message (SMS), regarding the Services.
21.2 SMS Not Currently Active. As of the Effective Date, Provider does not send SMS communications. If and when Provider activates SMS communications, Client will be presented with a separate consent flow that distinguishes consent to service-related texts (e.g., approval requests, report-ready notices) from consent to marketing texts, and Provider will honor opt-out requests (including “STOP”) in accordance with applicable law. This Section 21 will be supplemented by Provider’s SMS Terms at that time, which will be incorporated into this Agreement by reference upon Client’s opt-in.
If Client’s Services include management of Google Local Services Ads, such management is additionally governed by Provider’s Local Services Ads Addendum, which will be provided to Client at the time such Services are made available. Client acknowledges that screening, background checks, license and insurance verification, and any determination concerning Google Verified status or any successor or category-specific verification designation are conducted and administered by Google or its designated third-party vendor, not by Provider.
23.1 Mandatory Informal Resolution (45 Days). Before initiating arbitration or litigation (other than a small-claims action under Section 23.5 or a request for equitable relief under Section 23.6), the party raising a dispute must first send the other party a written notice of dispute describing the claim and the relief sought. For forty-five (45) days after that notice, the parties shall participate in good faith in an informal resolution process, including at least one live discussion (by phone or videoconference) if either party requests it. Both parties must participate in good faith. This 45-day process is a condition precedent to commencing arbitration or litigation, and any applicable limitations period is tolled during it.
23.2 Binding Individual Arbitration. If a dispute is not resolved within the 45-day period, it shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, before a single arbitrator, seated in Richmond, Virginia (or conducted by videoconference at the claimant’s election). Judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this Section.
23.3 Class and Representative Action Waiver.
| ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR OTHER REPRESENTATIVE PROCEEDING. EXCEPT FOR THE ADMINISTRATIVE COORDINATION EXPRESSLY PERMITTED UNDER SECTION 23.4, AN ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE MERITS OF MORE THAN ONE CLAIMANT’S CASE, CONDUCT A JOINT MERITS HEARING, ISSUE A COMBINED AWARD, OR PRESIDE OVER A CLASS OR REPRESENTATIVE PROCEEDING. IF THIS WAIVER IS FOUND UNENFORCEABLE AS TO A PARTICULAR CLAIM, THAT CLAIM SHALL PROCEED IN THE COURTS IDENTIFIED IN SECTION 23.6 RATHER THAN IN ARBITRATION. |
23.4 Coordinated Claims; Bellwether and Sequential-Batch Procedures. A “Coordinated Filing” occurs when twenty-five (25) or more notices of dispute or arbitration demands involving substantially similar claims are submitted within a one hundred eighty (180)-day period by or with the coordination or assistance of the same or coordinated counsel, organizations, or funding sources.
Each claim in a Coordinated Filing remains an individual claim. Administrative coordination under this Section does not consolidate the merits of the claims, create a class or representative proceeding, or authorize a joint award.
The following procedures apply:
(a) Bellwether selection. Within thirty (30) days after either party identifies a Coordinated Filing, claimants’ counsel will select five (5) individual claims and Provider will select five (5) individual claims to proceed first as bellwether cases.
(b) Stay and tolling. Only the ten (10) selected bellwether cases will proceed initially. All other coordinated claims will be stayed, and applicable limitations periods will be tolled, until the bellwether and mediation procedures are completed.
(c) Separate proceedings. Each bellwether case remains separate and will result in a separate award. The same arbitrator may hear more than one individual case sequentially if permitted by AAA, but no claimant’s result will bind another claimant absent the parties’ written agreement.
(d) Mediation. After the bellwether cases are concluded, the parties will participate in a mediation lasting up to sixty (60) days concerning the remaining coordinated claims.
(e) Later batches. Claims not resolved through mediation will proceed in sequential batches of no more than twenty-five (25) individual claims. No later batch will proceed until the preceding batch has been resolved. Each claim will remain individual and will receive a separate determination and award.
(f) Administrative disputes. A process arbitrator appointed by AAA may decide disputes concerning whether the conditions precedent in Section 23.1 were satisfied, whether claims constitute a Coordinated Filing, claimant eligibility, selection of bellwether cases, and administration of the batching procedures.
(g) Applicable rules. AAA’s Commercial Arbitration Rules and any applicable Mass Arbitration Supplementary Rules will apply only to the extent they are consistent with this Agreement.
(h) Court fallback. If AAA declines to administer the Coordinated Filing under these procedures, or if the bellwether or batching procedures are held unenforceable or cannot be administered as written, the affected coordinated claims will be resolved exclusively in the courts identified in Section 23.6, and neither party may compel arbitration of those affected claims.
23.5 Small-Claims Carve-Out. Either party may bring an individual claim in small claims court for disputes within that court’s jurisdiction, provided the claim is brought solely on an individual basis and not as part of any class or representative action.
23.6 Equitable Relief; Venue; Governing Law. Notwithstanding the foregoing, either party may seek temporary restraining orders, preliminary or permanent injunctions, or other equitable relief, and either party may bring any claim not subject to arbitration, exclusively in the Circuit Court of the City of Richmond, Virginia, or, where federal jurisdiction exists, the United States District Court for the Eastern District of Virginia, Richmond Division. Each party consents to personal jurisdiction and venue in those courts. This Agreement is governed by the laws of the Commonwealth of Virginia, without regard to conflict-of-laws principles. Client is contracting for business purposes; to the extent a mandatory consumer-protection law of Client’s home jurisdiction applies notwithstanding this choice of law, it applies only to the minimum extent required, and does not affect the enforceability of the remainder of this Agreement.
(a) Notices. Notices to Client may be delivered via the account dashboard, email, or text message (where Client has opted in under Section 21) and are effective upon delivery. Notices to Provider must be delivered by email to info@tradebuilderhq.com. Privacy rights requests should be directed to privacy@tradebuilderhq.com
(b) Severability. Invalid or unenforceable provisions shall not affect the remainder of this Agreement. An unenforceable provision shall be modified to the minimum extent necessary to make it enforceable.
(c) Entire Agreement; Amendment. This Agreement, together with the Fee Schedule, the Data Processing & Tracking Addendum, and, if applicable, the Local Services Ads Addendum, constitutes the entire agreement between the parties concerning the Services and supersedes all prior agreements or understandings concerning the Services. Provider’s Privacy Policy is a privacy notice and is not part of the parties’ contractual agreement. Amendments are governed by Section 1.4.
(d) Force Majeure. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including outages of Google’s platform, provided the affected party gives prompt notice and resumes performance as soon as reasonably practicable.
(e) Assignment. Client may not assign this Agreement without Provider’s prior written consent. Provider may assign this Agreement without consent in connection with a merger, acquisition, or sale of substantially all of its assets.
(f) Relationship to Other TradeBuilder HQ Agreements. This Agreement governs only the Services described in Section 2. It does not amend, and is not amended by, any other agreement between the parties, including any Master Services Agreement for bookkeeping, payroll, or CRM operations services.
(g) Electronic Acceptance; Counterparts. This Agreement is formed exclusively through the Acceptance Action described in Section 1 and does not require a handwritten or separately executed signature. Provider’s record of Client’s Acceptance Action serves as the executed counterpart of this Agreement for all purposes.
(h) Survival. Sections 4.3–4.5, 5, 6, 7 (as to amounts accrued), 8, 10, 11, 13, 14, 15, 16, 18, 19, 20, 23, and 24, and any other provision that by its nature should survive, survive termination or expiration of this Agreement.
(i) No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties and their permitted successors and assigns. Nothing in it confers any right or remedy on any third party, including Google or any Client customer or website visitor.
Last Updated: Jul 12, 2026
This Agreement is accepted electronically. No signature block appears below because acceptance occurs through the Acceptance Action described in Section 1.1, and Provider retains the electronic record of that acceptance in accordance with Section 1.2.