Terms and Conditions

1Acceptance of Terms

By accessing, using, or engaging the services of ifficient Inc. ("Company," "we," "us," or "our"), you ("Client," "you," or "your") acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions ("Terms"). These Terms constitute a legally binding agreement between you and ifficient Inc.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and must not use our services.

2Definitions

For the purposes of these Terms, the following definitions apply:

• "Services" refers to all performance marketing services provided by ifficient Inc., including but not limited to paid media management, affiliate marketing, lead generation, conversion optimization, campaign analytics, and related consulting.
• "Campaign" means any advertising or marketing initiative managed, executed, or optimized by ifficient Inc. on behalf of the Client.
• "Platform" refers to any proprietary software, dashboards, tools, or technology owned or licensed by ifficient Inc. and made available to the Client.
• "Performance Metrics" refers to measurable outcomes including but not limited to clicks, impressions, conversions, cost-per-action (CPA), return on ad spend (ROAS), and other key performance indicators (KPIs).
• "Confidential Information" means any non-public information disclosed by either party to the other, including business strategies, financial data, customer lists, and proprietary technology.

3Services Provided

ifficient Inc. provides performance-based digital marketing services designed to drive measurable results. Our services include, but are not limited to:

• Paid media buying and management across search, social, display, and programmatic channels
• Affiliate marketing program management and network partnerships
• Lead generation and customer acquisition campaigns
• Conversion rate optimization (CRO) and landing page development
• Campaign analytics, reporting, and performance insights
• Strategic consulting and media planning

The specific scope of services will be outlined in a separate Statement of Work (SOW) or Insertion Order (IO) agreed upon by both parties. ifficient Inc. reserves the right to modify the methods and platforms used to deliver services, provided the agreed-upon objectives remain unchanged.

4Account Registration

To access certain services, you may be required to create an account on our Platform. You agree to provide accurate, current, and complete information during registration and to update such information as necessary to keep it accurate and complete.

You are solely responsible for safeguarding your account credentials, including your password, and for all activities that occur under your account. You must notify ifficient Inc. immediately of any unauthorized access or use of your account. We shall not be liable for any loss or damage arising from your failure to maintain the security of your account.

5Payment Terms

All fees for services rendered by ifficient Inc. shall be as set forth in the applicable SOW, IO, or separate pricing agreement. Unless otherwise stated:

• Invoices are issued on a monthly basis and are due within thirty (30) days of the invoice date.
• Late payments shall accrue interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.
• All fees are exclusive of applicable taxes, levies, or duties, which shall be the responsibility of the Client.
• Media spend budgets must be pre-funded or backed by an approved credit line prior to campaign launch.
• ifficient Inc. reserves the right to suspend services if payment is more than fifteen (15) days overdue.

6Campaign Policies

The Client acknowledges that performance marketing results are inherently variable and influenced by factors including but not limited to market conditions, competition, seasonality, platform algorithm changes, and consumer behavior. ifficient Inc. does not guarantee specific results, traffic volumes, or conversion rates.

The Client is responsible for ensuring that all products, services, and offers promoted through our campaigns comply with applicable laws, regulations, and advertising platform policies. ifficient Inc. reserves the right to decline or pause any campaign that, in our sole discretion, may violate applicable laws or platform terms of service.

Campaign optimizations, including budget reallocations, creative adjustments, and targeting modifications, may be made by ifficient Inc. to improve performance within the agreed-upon parameters. Material changes to campaign strategy will be communicated to the Client.

7Intellectual Property

All proprietary technology, software, tools, methodologies, processes, and frameworks developed by ifficient Inc. remain the exclusive intellectual property of ifficient Inc. No rights or licenses to such intellectual property are granted to the Client except as expressly set forth herein.

The Client retains ownership of all pre-existing intellectual property, including brand assets, trademarks, logos, and content provided to ifficient Inc. for use in campaigns. The Client grants ifficient Inc. a non-exclusive, revocable license to use such materials solely for the purpose of delivering the agreed-upon services.

Creative assets (ad copy, banners, landing pages, etc.) developed by ifficient Inc. during the engagement shall be owned by the Client upon full payment for such work, unless otherwise specified in the SOW.

8Data Privacy & Compliance

ifficient Inc. is committed to protecting the privacy of personal data processed in connection with our services. We comply with applicable data protection laws, including but not limited to the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and the CAN-SPAM Act.

The Client agrees to ensure that all data shared with ifficient Inc. has been collected in compliance with applicable laws and that appropriate consents have been obtained from data subjects. The Client shall not provide ifficient Inc. with sensitive personal data unless expressly agreed upon in writing.

Both parties agree to implement reasonable technical and organizational measures to protect personal data against unauthorized access, loss, or misuse. In the event of a data breach affecting Client data, ifficient Inc. will notify the Client within seventy-two (72) hours of discovery.

9Prohibited Activities

The Client shall not use ifficient Inc.'s services or Platform for any purpose that is unlawful, fraudulent, or harmful. Prohibited activities include, but are not limited to:

• Promoting illegal products, services, or activities
• Generating fraudulent clicks, impressions, or conversions (click fraud)
• Submitting false, misleading, or deceptive advertising content
• Infringing on the intellectual property rights of third parties
• Distributing malware, spyware, or other harmful software through campaigns
• Engaging in any activity that violates advertising platform policies (Google, Meta, etc.)
• Attempting to reverse-engineer, decompile, or access the source code of our proprietary tools or Platform

Violation of this section may result in immediate suspension or termination of services without refund.

10Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IFFICIENT INC. SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF OUR SERVICES.

ifficient Inc.'s total cumulative liability for any and all claims arising under these Terms shall not exceed the total fees paid by the Client to ifficient Inc. during the six (6) months immediately preceding the event giving rise to the claim.

ifficient Inc. shall not be liable for any loss or damage resulting from changes to third-party platform policies, algorithm updates, account suspensions by advertising networks, or other events outside our reasonable control.

11Indemnification

The Client agrees to indemnify, defend, and hold harmless ifficient Inc., its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• The Client's breach of these Terms
• The Client's products, services, or business practices promoted through our campaigns
• Any claim that the Client's content or materials infringe upon the intellectual property or other rights of a third party
• The Client's violation of any applicable law or regulation

12Termination

Either party may terminate these Terms or any active SOW by providing thirty (30) days' written notice to the other party. Upon termination:

• The Client shall pay all fees for services rendered and media spend incurred through the termination date.
• ifficient Inc. will cease all campaign activities and provide final performance reports within fifteen (15) business days.
• Each party shall return or destroy all Confidential Information belonging to the other party.
• Any pre-paid but unused media budgets will be refunded within thirty (30) days, less any non-cancelable commitments.

ifficient Inc. may terminate these Terms immediately, without notice, if the Client breaches any material provision of these Terms, engages in prohibited activities, or fails to make payment within thirty (30) days of the due date.

13Confidentiality

Each party agrees to maintain the confidentiality of the other party's Confidential Information and to use such information solely for the purposes of fulfilling obligations under these Terms. Neither party shall disclose Confidential Information to any third party without the prior written consent of the disclosing party.

These confidentiality obligations shall survive the termination of these Terms for a period of two (2) years. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed by the receiving party; or (d) is required to be disclosed by law or court order.

14Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to these Terms shall first be resolved through good-faith negotiations between the parties. If the parties are unable to resolve the dispute within thirty (30) days, the dispute shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association (AAA).

The arbitration shall take place in the State of Delaware, United States, and shall be conducted by a single arbitrator. The arbitrator's decision shall be final and binding upon both parties. Judgment on the arbitration award may be entered in any court having jurisdiction thereof.

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. Each party irrevocably waives any right to a jury trial in connection with any action arising under these Terms.

15Modifications to Terms

ifficient Inc. reserves the right to modify, update, or amend these Terms at any time at our sole discretion. When we make material changes, we will notify affected Clients via email or through our Platform at least fifteen (15) days prior to the changes taking effect.

Your continued use of our services after the effective date of any modifications constitutes your acceptance of the revised Terms. If you do not agree to the updated Terms, you must discontinue use of our services and terminate your agreement in accordance with Section 12.

16Contact Information

If you have any questions, concerns, or requests regarding these Terms and Conditions, please contact us:

17SMS/Text Messaging Terms

This section outlines the terms governing ifficient Inc.'s SMS and text messaging program. By opting in to receive text messages from ifficient Inc. or any campaign operated on behalf of our Clients, you agree to the following terms in addition to all other provisions of these Terms and Conditions.

SMS Program Description

ifficient Inc. and its Clients may operate SMS/text messaging programs for the purposes of performance marketing, including but not limited to:

• Promotional offers, discounts, and marketing communications
• Lead generation and follow-up communications
• Appointment reminders and service notifications
• Transactional messages related to orders, account activity, or service updates
• Survey and feedback requests
• Event announcements and registration confirmations

Message frequency varies by campaign and program. Recurring messages may be sent depending on the nature of the engagement. You will be informed of the estimated message frequency at the time of opt-in.

Opt-Out Instructions

Additional opt-out methods: You may also opt out by contacting us via email at [email protected] or by calling +1 (800) 555-0199 during business hours (Monday–Friday, 9:00 AM – 5:00 PM EST). Please allow up to 48 hours for processing opt-out requests submitted via email or phone.

For help or information about the SMS program, reply HELP to any message, and you will receive instructions on how to get assistance or opt out.

Support Contact Information

If you experience any issues with our SMS program, have questions about your subscription, or need assistance, please contact our support team:

Message & Data Rates

Standard message and data rates may apply to any SMS/text messages sent or received, depending on your mobile carrier plan and subscription. ifficient Inc. does not charge for sending or receiving text messages; however, your wireless carrier may impose messaging fees, data charges, or other applicable rates.

Please consult your mobile carrier's pricing plan for details on applicable charges. ifficient Inc. is not responsible for any fees charged by your wireless service provider.

Carrier Liability Disclaimer

ifficient Inc. and its Clients are not liable for any delays, failures to deliver, or errors in the content of SMS/text messages resulting from the actions or inactions of wireless carriers or other third-party service providers. Carriers are not responsible for delayed or undelivered messages.

T-Mobile, AT&T, Verizon, and all other wireless carriers are not liable for any delayed or undelivered messages. ifficient Inc. makes no warranties, express or implied, regarding the availability, timeliness, accuracy, or completeness of SMS message delivery. Message delivery is subject to effective transmission from your wireless carrier and network availability. Service may not be available in all areas.

Age Restriction

Privacy & Data Protection

Your privacy is important to us. Any personal information collected through our SMS program, including your mobile phone number, will be handled in accordance with our Privacy Policy. We will not sell, rent, or share your mobile phone number or any personal information collected through the SMS program with third parties for their own marketing purposes without your express consent.

By opting in, you consent to the collection and use of your mobile number and related data as described in our Privacy Policy. Information collected may include your phone number, opt-in date and time, message history, and carrier information. This data is used solely for the purpose of administering the SMS program and delivering the messages you have consented to receive.

For full details on how we collect, use, store, and protect your personal information, please review our complete Privacy Policy.

Consent & Authorization

By providing your mobile phone number and opting in to our SMS program, you expressly consent to receive recurring automated marketing and informational text messages from ifficient Inc. and/or its Clients at the phone number you provide. Consent is not a condition of purchase. You understand that message and data rates may apply, and you may opt out at any time by texting STOP.