Terms of
Service.
Terms and conditions for using our website and services.
PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN A BINDING INDIVIDUAL ARBITRATION PROVISION, A CLASS ACTION WAIVER, A JURY TRIAL WAIVER, A LIMITATION OF LIABILITY, AND OTHER PROVISIONS THAT AFFECT YOUR LEGAL RIGHTS. BY ACCESSING OR USING THE SITE OR SERVICES, YOU AGREE TO THESE TERMS.
1. Acceptance of Terms
These Terms of Service ("Terms") form a legally binding agreement between you ("you," "User," or "Client") and Click Element LLC, a Nevada limited liability company, operating as Click Element Media, together with its affiliates, parents, subsidiaries, owners, officers, directors, employees, contractors, agents, successors, and assigns (collectively, "Click Element Media," "Company," "we," "us," or "our"), governing your access to and use of the clickelementmedia.com website, related subdomains, landing pages, microsites, applications, and digital properties (collectively, the "Site"), and any marketing, advertising, design, development, analytics, consulting, and related services we provide (collectively, the "Services").
By accessing the Site, communicating with us, submitting a form, engaging the Services, providing information to us, or otherwise interacting with us, you represent that you have read, understood, and agreed to these Terms and our Privacy Policy, which is incorporated by reference. If you do not agree, do not access or use the Site or the Services.
We may update these Terms at any time, in our sole discretion, by posting the revised Terms on the Site. The "Last Updated" date indicates when these Terms were last revised. Your continued access to or use of the Site or the Services after any update constitutes your acceptance of the revised Terms.
2. Eligibility
You represent and warrant that: (a) you are at least 18 years old and have the legal capacity to enter into these Terms; (b) you are not barred from receiving the Services under the laws of any applicable jurisdiction; (c) if you are accessing the Site or engaging the Services on behalf of an entity, you have full legal authority to bind that entity to these Terms and that entity will be responsible for your acts and omissions; and (d) you will comply with these Terms and all applicable laws, regulations, and orders.
3. Description of Services
Click Element Media is a digital marketing studio offering a range of services that may include, without limitation: web design and development; brand and creative; search engine optimization; paid media planning, buying, and management; analytics, attribution, measurement, and conversion optimization; lifecycle, email, and SMS marketing; content and editorial; influencer and partnerships; consulting; and related professional services.
The specific scope of work, deliverables, timelines, fees, payment terms, and other commercial terms applicable to a given engagement will be set forth in a separate written agreement, statement of work, order form, proposal, or invoice executed or otherwise accepted by both parties (each, an "Engagement Agreement"). In the event of a conflict between these Terms and an Engagement Agreement entered into with Click Element Media, the Engagement Agreement controls solely with respect to the subject matter of that engagement.
We reserve the right to modify, suspend, or discontinue the Site or the Services, in whole or in part, at any time, with or without notice, without liability to you.
4. No Client Relationship From Site Use
Access to or use of the Site, submission of a form, or other communication with us does not create a client, advisory, fiduciary, professional, or contractual relationship. We are not obligated to respond to inquiries, accept engagements, or provide Services. A client relationship arises only upon Click Element Media entering into an Engagement Agreement with you.
5. Engagement Terms
5.1 Scope and Change Orders
The Services we provide are limited to those expressly set forth in the applicable Engagement Agreement. Any changes, additions, or out-of-scope requests are subject to a written change order, additional fees, and revised timelines.
5.2 Fees and Payment
Unless otherwise specified in an Engagement Agreement: (a) fees are due upon receipt of invoice; (b) all amounts are stated and payable in U.S. Dollars and are exclusive of taxes, duties, levies, and similar charges, which are your responsibility; (c) fees and retainers are non-refundable; (d) we may require deposits, prepayment, or recurring billing; (e) past-due amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus all costs of collection (including reasonable attorneys' fees); (f) we may suspend or terminate Services for any past-due account; and (g) media spend, third-party tools, software licenses, stock assets, talent, hosting, vendor pass-throughs, and similar costs are billed at cost or at our standard markup and are in addition to our fees.
5.3 Authorizations
You authorize us to act on your behalf with advertising platforms, analytics providers, vendors, and other third parties as reasonably necessary to provide the Services, and you agree to provide any required access, credentials, accounts, billing methods, approvals, and information in a timely manner. You are responsible for maintaining the security of any accounts and credentials you control.
5.4 Client Responsibilities
You are responsible for: (a) the accuracy, legality, and rights to use any content, data, assets, claims, products, services, offers, customer lists, or other materials you provide to us or instruct us to use ("Client Materials"); (b) all marketing, advertising, sales, and business decisions you make; (c) timely review, approval, and feedback; (d) compliance with all applicable laws, including advertising, consumer protection, intellectual property, sweepstakes, endorsement and testimonial, telemarketing (including TCPA), email (including CAN-SPAM), SMS, privacy, data protection, accessibility, and platform-specific rules and policies; and (e) the fitness, safety, quality, and legality of your products and services.
5.5 Approvals
You are responsible for reviewing and approving deliverables before they are launched, published, or distributed. Once you approve a deliverable, you accept responsibility for it. We are not liable for errors, omissions, or issues in approved materials.
5.6 Confidentiality
Each party agrees to maintain the confidentiality of non-public information disclosed by the other party that is identified as confidential or that should reasonably be understood as confidential ("Confidential Information"), and to use Confidential Information only for purposes of these Terms or the applicable Engagement Agreement. 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 without restriction; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information. Either party may disclose Confidential Information as required by law, regulation, or legal process, provided that, where legally permitted, the disclosing party is given reasonable advance notice.
6. Intellectual Property
6.1 Our Intellectual Property
The Site, the Services, and all underlying tools, methodologies, frameworks, processes, know-how, code, templates, designs, prompts, models, scripts, software, documentation, training materials, content, text, graphics, logos, marks, photographs, video, audio, data, compilations, and other materials, and all intellectual property rights therein and thereto (collectively, "Company IP"), are and shall remain the sole and exclusive property of Click Element Media and its licensors. Except for the limited rights expressly granted in these Terms or in an Engagement Agreement, no rights or licenses to Company IP are granted, whether by implication, estoppel, or otherwise.
You are granted a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Site for your personal or internal business use, subject to these Terms. You may not copy, reproduce, distribute, modify, adapt, translate, publicly display, publicly perform, transmit, broadcast, license, sell, lease, rent, mirror, frame, scrape, harvest, data mine, reverse engineer, decompile, disassemble, or create derivative works of the Site, the Services, or any Company IP, in whole or in part, without our prior written consent.
6.2 Client Materials
As between the parties, you retain ownership of Client Materials. You grant Click Element Media a worldwide, non-exclusive, royalty-free, fully paid, sublicensable, transferable license to use, reproduce, modify, adapt, translate, publicly display, publicly perform, distribute, transmit, and create derivative works of Client Materials as necessary or useful to (a) provide the Services, (b) operate, secure, maintain, and improve the Site and the Services, and (c) exercise our other rights under these Terms or any Engagement Agreement.
6.3 Deliverables
Subject to (i) full payment of all amounts due under the applicable Engagement Agreement and (ii) any limitations set forth therein, upon final payment, we will assign or grant to you the rights specified in the Engagement Agreement to the final, accepted deliverables specifically created for you ("Deliverables"). Deliverables expressly exclude Company IP, third-party materials, open-source materials, and any tools, libraries, components, or methodologies that pre-existed or were developed independently of the engagement, all of which are licensed (not assigned) to you on the limited terms set forth herein or in the Engagement Agreement.
6.4 Portfolio and Promotional Use
You grant Click Element Media a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to (a) reference your name, logo, marks, and Deliverables in our portfolio, case studies, marketing, sales materials, awards submissions, and similar promotional uses, and (b) describe the work performed, results achieved, and methodologies used, in each case in our reasonable discretion, unless otherwise agreed in writing.
6.5 Feedback
If you provide feedback, suggestions, ideas, or recommendations regarding the Site, the Services, or any of our work, you grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid, sublicensable, transferable right and license to use, exploit, and incorporate such feedback for any purpose, without restriction, attribution, or compensation.
6.6 Aggregated Data and AI
We may collect, generate, derive, and aggregate performance data, usage data, analytics data, and other data resulting from our provision of the Services, and we may use, store, license, sell, publish, and otherwise commercialize such data in aggregated, anonymized, de-identified, or pseudonymized form for any purpose, including benchmarking, research, product development, and the training, validation, testing, refinement, and operation of analytics models, machine learning systems, and artificial intelligence systems (including generative AI), in each case without restriction or compensation to you, provided we do not identify you in such use.
7. Acceptable Use
You agree not to (and not to permit any third party to): (a) violate any applicable law, regulation, or third-party right; (b) infringe, misappropriate, or violate any intellectual property, privacy, publicity, or other right; (c) upload, transmit, or distribute any material that is unlawful, defamatory, obscene, harassing, threatening, hateful, or otherwise objectionable; (d) introduce viruses, malware, ransomware, worms, trojan horses, or other harmful code; (e) attempt to gain unauthorized access to, probe, scan, or test the vulnerability of the Site, our networks, or any related systems; (f) interfere with, disrupt, overload, or impair the Site, our networks, or any related infrastructure; (g) use any robot, spider, scraper, crawler, or automated means to access, monitor, or copy any portion of the Site without our prior written consent; (h) bypass any access or rate-limiting controls; (i) use the Site or Services for benchmarking, competitive analysis, or to develop a competing product or service; (j) impersonate any person or entity or misrepresent your affiliation; (k) collect or harvest information about other users; (l) use the Site or Services in any manner that could damage, disable, overburden, or impair the Site; or (m) facilitate or encourage any of the foregoing.
8. Submissions and Communications
By submitting any information, content, or materials to us through the Site, by email, in chats, by phone, or by any other means, you (a) represent that you have all necessary rights to do so, (b) grant us the rights described in Section 6.5 with respect to feedback, and (c) consent to receive responsive and other communications from us as described in our Privacy Policy. We may record telephone calls, video meetings, voicemails, and chat sessions for quality assurance, training, documentation, dispute resolution, and any other lawful purpose, and you consent to such recording where required by law.
9. Third-Party Services and Platforms
The Site and the Services may interoperate with, depend on, or link to third-party platforms, products, services, data, or content (collectively, "Third-Party Services"), including advertising platforms, analytics platforms, hosting providers, AI providers, and other vendors. Third-Party Services are provided by independent providers under their own terms and policies. We do not control, endorse, warrant, or assume responsibility for any Third-Party Services, including their availability, performance, content, security, accuracy, pricing, or business practices. Your use of Third-Party Services is at your own risk and is governed by the applicable third party's terms.
10. Disclaimers
THE SITE, THE SERVICES, ALL DELIVERABLES, AND ALL INFORMATION, CONTENT, AND MATERIALS PROVIDED BY OR THROUGH CLICK ELEMENT MEDIA ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS," WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLICK ELEMENT MEDIA AND ITS LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, ACCURACY, COMPLETENESS, AVAILABILITY, RELIABILITY, OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
WE DO NOT WARRANT OR GUARANTEE: (A) ANY SPECIFIC RESULT, OUTCOME, RANKING, IMPRESSION, CLICK, CONVERSION, REVENUE, ROI, ROAS, ENGAGEMENT, OR BUSINESS OUTCOME; (B) THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THAT DEFECTS WILL BE CORRECTED; (D) THAT THE SITE OR ANY SERVERS, NETWORKS, OR THIRD-PARTY SERVICES ARE FREE OF VIRUSES OR HARMFUL COMPONENTS; OR (E) THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION, ADVICE, REPORTING, OR RECOMMENDATIONS.
NO ORAL OR WRITTEN INFORMATION OR ADVICE FROM CLICK ELEMENT MEDIA SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL CLICK ELEMENT MEDIA OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, REPUTATION, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE, THE SERVICES, ANY DELIVERABLES, OR ANY THIRD-PARTY SERVICES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR AND OUR AFFILIATES' TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE, THE SERVICES, ANY DELIVERABLES, OR ANY THIRD-PARTY SERVICES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, STRICT LIABILITY, OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS ($100) OR (B) THE FEES YOU ACTUALLY PAID TO US FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT WILL OUR LIABILITY EXCEED THIS CAP IN THE AGGREGATE, REGARDLESS OF THE NUMBER OF CLAIMS.
WE ARE NOT LIABLE FOR ANY MEDIA SPEND, AD SPEND, PLATFORM FEES, OR THIRD-PARTY COSTS UNDER ANY CIRCUMSTANCES. THE PARTIES ACKNOWLEDGE THAT THE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS SECTION AND THAT WITHOUT THESE LIMITATIONS, THE FEES WOULD BE SUBSTANTIALLY HIGHER. THESE LIMITATIONS WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THE ABOVE MAY NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
12. Indemnification
You agree to defend, indemnify, and hold harmless Click Element Media and its affiliates, parents, subsidiaries, owners, officers, directors, employees, contractors, agents, successors, and assigns from and against any and all claims, demands, suits, proceedings, investigations, damages, judgments, settlements, fines, penalties, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and disbursements) arising out of or relating to: (a) your access to or use of the Site or the Services; (b) any Client Materials, products, services, claims, or business operated, marketed, or referenced by you; (c) your acts or omissions in connection with the Services, including any approvals you provide; (d) your breach or alleged breach of these Terms or any Engagement Agreement; (e) your violation of any law or regulation, including advertising, consumer protection, telemarketing (including TCPA), email (including CAN-SPAM), SMS, privacy, data protection, intellectual property, or platform rules; (f) your violation of any third-party right; or (g) any disputes between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate with our defense. You may not settle any claim without our prior written consent.
13. Term, Suspension, and Termination
These Terms remain in effect for as long as you access or use the Site or the Services. We may suspend, restrict, or terminate your access to the Site or the Services, or any portion thereof, at any time, with or without cause and with or without notice, in our sole discretion. Termination of an Engagement Agreement is governed by that Engagement Agreement. Upon termination, all rights granted to you under these Terms will immediately cease, you will pay all amounts owed, and Sections 5.6, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, and 21 (and any other provisions that by their nature should survive) will survive.
14. Governing Law
Click Element LLC, a Nevada limited liability company, operating as Click Element Media, is organized under the laws of the State of Nevada with its principal place of business in Las Vegas, Nevada. These Terms, and any dispute or claim arising out of or relating to these Terms, the Site, the Services, or the relationship between you and Click Element Media (whether based in contract, tort, statute, or otherwise), are governed by the laws of the State of Nevada, U.S.A., without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
15. Binding Arbitration; Class Action Waiver; Jury Trial Waiver
READ THIS SECTION CAREFULLY. IT REQUIRES YOU TO RESOLVE DISPUTES WITH US ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION AND LIMITS THE WAYS YOU CAN SEEK RELIEF FROM US.
15.1 Informal Resolution
Before initiating arbitration, you agree to first contact us in writing at [email protected] with a description of the dispute and the specific relief sought, and to make a good-faith effort to resolve the dispute informally for at least sixty (60) days.
15.2 Agreement to Arbitrate
If the dispute is not resolved informally, you and Click Element Media agree that any and all disputes, claims, or controversies arising out of or relating to these Terms, the Site, the Services, the Privacy Policy, our marketing or advertising, or the relationship between us (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether arising before, during, or after termination of these Terms) ("Disputes") will be resolved exclusively through final and binding individual arbitration administered by JAMS or, at the claimant's option, the American Arbitration Association ("AAA"), under their then-current rules for commercial or consumer disputes (as applicable). The arbitration will be conducted by a single arbitrator. The seat of arbitration will be Las Vegas, Clark County, Nevada, and the arbitration will be conducted in the English language. The arbitrator's award will be final and binding and may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement.
15.3 Class Action Waiver
YOU AND CLICK ELEMENT MEDIA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.
15.4 Jury Trial Waiver
YOU AND CLICK ELEMENT MEDIA EACH KNOWINGLY, INTENTIONALLY, AND IRREVOCABLY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY DISPUTE.
15.5 Exceptions
Notwithstanding the foregoing, either party may: (a) bring an individual action in small-claims court in lieu of arbitration; (b) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent or stop infringement, misappropriation, or violation of intellectual property, confidentiality, or similar rights; or (c) seek to enforce an arbitration award. For all other purposes, the parties consent to the exclusive personal jurisdiction of, and exclusive venue in, the state and federal courts located in Clark County, Nevada (Las Vegas).
15.6 Opt-Out
You may opt out of the arbitration provisions in this Section 15 by sending written notice of your decision to opt out to [email protected] within thirty (30) days of first becoming subject to these Terms. Your notice must include your name, address, and an unequivocal statement that you wish to opt out. If you opt out, the remaining provisions of these Terms will continue to apply to you.
15.7 Severability of Arbitration Provisions
If any portion of this Section 15 is found to be unenforceable, the unenforceable portion will be severed and the remainder will continue in effect, except that if the Class Action Waiver is found to be unenforceable as to a particular claim, that claim will proceed in court rather than in arbitration.
16. Statute of Limitations
To the maximum extent permitted by law, any claim or cause of action arising out of or relating to these Terms, the Site, or the Services must be filed within one (1) year after the claim or cause of action arose, or it is permanently barred.
17. Force Majeure
Click Element Media will not be liable for any delay, interruption, or failure in performance to the extent caused by circumstances beyond our reasonable control, including acts of God, natural disasters, fire, flood, earthquake, severe weather, war, terrorism, civil unrest, riots, embargoes, sanctions, government actions or orders, public health emergencies, pandemics, epidemics, labor disputes, strikes, supplier or vendor failures, internet, telecommunications, cloud, hosting, or platform outages, cyberattacks, denial-of-service attacks, malware, or other security incidents.
18. Compliance with Laws; Export
You will comply with all applicable laws and regulations in connection with your use of the Site and the Services, including U.S. export control laws and economic sanctions. You represent that you are not located in, organized under the laws of, or ordinarily resident in any jurisdiction subject to comprehensive U.S. sanctions, and that you are not on any U.S. government list of restricted persons.
19. Notices
We may provide notices to you by email to the address you provide, by posting on the Site, by direct message, or by other reasonable means. You may provide notices to us by email to [email protected], except where a different address is required for a specific purpose under these Terms.
20. Assignment
We may assign, transfer, or delegate any of our rights or obligations under these Terms, in whole or in part, at any time, without notice or consent. You may not assign, transfer, or delegate any of your rights or obligations under these Terms without our prior written consent, and any attempted assignment in violation of this Section is void.
21. Miscellaneous
These Terms, together with the Privacy Policy and any applicable Engagement Agreement, constitute the entire agreement between you and Click Element Media with respect to the subject matter and supersede all prior or contemporaneous agreements, communications, and understandings. No waiver of any provision will be effective unless in writing, and no waiver will constitute a continuing waiver. If any provision is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect. Section headings are for convenience only and have no legal effect. The parties are independent contractors; nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship. There are no third-party beneficiaries to these Terms. The English language version of these Terms controls.
22. Contact
For questions about these Terms, contact us:
Click Element Media
Attn: Legal
Email: [email protected]