Terms and Conditions
These Standard Terms and Conditions, together with the Advertising Services Agreement signed by Client, form the complete agreement between Client and Cascade Conversion (the "Agreement").
1. Services
Cascade Conversion will provide advertising services for Client, which may include (without limitation) generating marketing and sales leads online through paid advertising platforms such as Facebook, Instagram, and Google.
2. Payment
2.1 Cascade Conversion will provide its Services risk-free for one week following the Effective Date of campaign launch. After that first week, Client will pay Cascade Conversion the amount agreed to by the parties (the "Payment Amount").
2.2 Time is of the essence with respect to Client's payment obligations. Payment is due in advance and is non-refundable, except as expressly provided in Section 10.
3. Advertising Materials and Lead Data
Client may provide Cascade Conversion with advertising copy, images, video, or other creative materials (collectively, "Advertising Materials") to be used in promoting Client's business. All Advertising Materials must comply with Cascade Conversion's policies as updated from time to time.
Client grants Cascade Conversion an irrevocable, non-exclusive, worldwide, fully paid license to use, perform, reproduce, display, transmit, and distribute the Advertising Materials, and to authorize third parties to do the same, to the extent Cascade Conversion deems reasonably necessary to perform the Services. Cascade Conversion may reject any Advertising Materials at any time, for any reason.
Subject to Section 4 below, Client agrees that Cascade Conversion owns all data it generates or receives in performing the Services, including Leads. If the nature of a campaign prevents Cascade Conversion from owning a Lead, Client grants Cascade Conversion an irrevocable, unrestricted, fully paid license to use that Lead without further consent or payment.
4. Advertising Platform Data and Facebook Business Tools
This Section governs how Cascade Conversion handles Client data on third-party advertising platforms (such as Facebook, Instagram, Google, and similar platforms). It controls over Section 3 to the extent of any conflict.
4.1 Authority granted to Cascade Conversion. Client appoints Cascade Conversion as its authorized agent for the limited purpose of accessing, managing, and operating Client's accounts on advertising platforms to deliver the Services. This authority includes installing and managing tracking pixels, server-side conversion APIs, audience-building tools, and similar technologies (collectively, "Business Tools") on Client's behalf.
4.2 Client's data. Any data that originates from Client — including Client's customer lists, website visitor data captured by Client's pixel, conversion events from Client's properties, and any audiences or reports built from that data (collectively, "Client Platform Data") — belongs to Client. Cascade Conversion will only use Client Platform Data on Client's behalf to deliver the Services. Cascade Conversion will not use Client Platform Data for its own purposes, will not share it with other clients, and will not combine it with data from other clients except as permitted by the relevant advertising platform.
4.3 Facebook Business Tools Terms. When Cascade Conversion uses Facebook's Business Tools (including the Meta Pixel, Conversions API, Custom Audiences, and similar tools) on Client's behalf, Facebook requires Cascade Conversion to act as Client's agent and to bind Client to Facebook's Business Tools Terms. By signing the Advertising Services Agreement, Client:
- (a) authorizes Cascade Conversion to act as Client's agent for purposes of Facebook's Business Tools Terms;
- (b) agrees to be bound by Facebook's Business Tools Terms (currently available at facebook.com/legal/technology_terms, as updated by Facebook from time to time) with respect to any data Cascade Conversion uses, shares, or processes on Client's behalf; and
- (c) confirms that Cascade Conversion will only use or share such data, and any audiences or reports generated from it, with or on behalf of Client.
4.4 Children's privacy (COPPA). Cascade Conversion's Services may be used by Clients whose customers are parents or guardians of children. Because the federal Children's Online Privacy Protection Act ("COPPA") imposes strict requirements on the online collection of personal information from children under 13, Client represents and warrants that:
- (a) Client's website and online properties are directed to parents and guardians, not to children under 13, and Client will not direct Cascade Conversion to run advertising or tracking on any child-directed website, page, app, or property;
- (b) Client will not knowingly collect personal information directly from any child under 13 through any form, landing page, or interface used in connection with the Services without first obtaining verifiable parental consent in compliance with COPPA;
- (c) Client maintains a privacy policy that complies with COPPA's requirements (where applicable) and accurately discloses the use of any tracking technologies, including any pixels installed by or on behalf of Cascade Conversion; and
- (d) Client is solely responsible for obtaining any parental consents required by law for the collection or use of personal information about children.
If Client becomes aware that personal information has been collected from a child under 13 without proper consent, Client will promptly notify Cascade Conversion so that the parties can take appropriate remedial action.
4.5 Health and similar privacy laws. If Client's business involves the collection or processing of consumer health data, biometric data, or similar categories of sensitive data subject to laws such as the Washington My Health My Data Act, the California Consumer Privacy Act, or comparable state or federal privacy laws, Cascade Conversion will process such data only on Client's behalf and only as instructed by Client through this Agreement. Client is solely responsible for determining whether such laws apply to its business and for satisfying any consent, disclosure, or contractual obligations they impose.
4.6 Client's general data representations. Client further represents and warrants that: (a) it has all rights, consents, and disclosures required by law to provide any Client Platform Data to Cascade Conversion and to allow Cascade Conversion to use it on Client's behalf; and (b) Client has the authority to enter into Facebook's Business Tools Terms (and the equivalent terms of any other advertising platform) and to be bound by them.
5. As-Is Service; No Guarantee of Results
Cascade Conversion's Services are provided on an "as is, as available" basis. Cascade Conversion does not guarantee that any potential Lead will generate revenue for Client or any third party, and makes no representations regarding the suitability, creditworthiness, viability, or legitimacy of any Lead or related contact information. Cascade Conversion has not compared any Lead's information against the Federal Do Not Call Registry and makes no representation regarding whether Client's use of a Lead's contact information is permitted under the FTC's Telemarketing Sales Rule, the FCC's Telephone Consumer Protection Act, or other applicable law.
6. Performance Guarantee
If Cascade Conversion meets the minimum lead or appointment volume specified in the Advertising Services Agreement during the first week, this Agreement will continue on a month-to-month basis at the agreed Payment Amount (or another amount agreed to in writing). If Cascade Conversion does not meet that first-week minimum, this Agreement will terminate.
If the Advertising Services Agreement also specifies a monthly minimum, and Cascade Conversion does not meet that monthly minimum while Client is current on payment, Cascade Conversion will provide the following month's Services at no charge.
7. Disclaimers and Limitation of Liability
PLEASE READ THIS SECTION CAREFULLY. IT LIMITS CASCADE CONVERSION'S LIABILITY TO CLIENT.
7.1 Disclaimer of Warranties. EXCEPT FOR ANY WARRANTIES EXPRESSLY STATED IN THIS AGREEMENT, AND TO THE FULLEST EXTENT PERMITTED BY LAW, CASCADE CONVERSION MAKES NO EXPRESS OR IMPLIED WARRANTIES OF ANY KIND AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
7.2 No Liability for Platform Performance. Cascade Conversion will attempt to fulfill Client's requests regarding delivery volume, schedule, target audience, and placement, but has no liability for any failure to do so caused by the policies, performance, or actions of any third-party advertising platform.
7.3 Limitation of Liability. EXCEPT AS PROVIDED IN SECTION 7.4, AND TO THE FULLEST EXTENT PERMITTED BY LAW:
- (a) IN NO EVENT WILL CASCADE CONVERSION OR ITS OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS, ATTORNEYS, LICENSORS, LICENSEES, OR SUPPLIERS BE LIABLE TO CLIENT FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS OR LOST REVENUE, EVEN IF ADVISED OF THE POSSIBILITY.
- (b) CASCADE CONVERSION'S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT, FROM ALL CAUSES OF ACTION OF ANY KIND — INCLUDING CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, AND MISREPRESENTATION — WILL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO CASCADE CONVERSION UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
- (c) CASCADE CONVERSION EXERCISES NO CONTROL OVER, ACCEPTS NO RESPONSIBILITY FOR, AND IS NOT LIABLE FOR THE ACTS OR OMISSIONS OF ANY THIRD PARTY, INCLUDING ANY LEAD, AFFILIATE, PUBLISHER, OR ADVERTISING PLATFORM.
7.4 Carve-outs. The limitations in Section 7.3 do not apply to: (a) Cascade Conversion's gross negligence, fraud, or willful misconduct; or (b) any liability that cannot be limited under applicable law. The parties acknowledge that the limitations in this Section 7 reflect a reasonable allocation of risk and form an essential basis of the parties' bargain, and that the Payment Amount would be substantially higher without these limitations.
8. Confidential Information
8.1 In performing this Agreement, Client may have access to confidential information of Cascade Conversion ("Confidential Information"), which includes: (1) the methods, business partners, advertising sources, pricing, and affiliates Cascade Conversion uses to perform the Services; (2) Cascade Conversion's business and marketing plans and financial information; and (3) any other information that is the exclusive property of Cascade Conversion and could harm Cascade Conversion if disclosed.
8.2 Confidential Information does not include information Client already had before receiving it from Cascade Conversion, information that becomes publicly available without breach of this Agreement, or information Client lawfully receives from a third party with the right to disclose it.
8.3 Client will not, directly or indirectly, use, disclose, or exploit any Confidential Information for any purpose other than as expressly permitted by this Agreement.
8.4 A breach of this Section 8 will cause Cascade Conversion irreparable harm and entitles Cascade Conversion to seek immediate injunctive relief in addition to damages, without the need to post bond. Cascade Conversion would not have entered into this Agreement without Client's agreement to this section.
9. Compliance with Law and Privacy
Client warrants that it will comply with all applicable laws, rules, and regulations, including those governing marketing (such as the FTC's Telemarketing Sales Rule and the FCC's Telephone Consumer Protection Act), children's privacy (including COPPA, where applicable), and general consumer privacy (including, where applicable, the California Consumer Privacy Act and similar state laws).
Client will maintain a privacy policy on its website that complies with all applicable law and accurately discloses the use of any tracking technologies installed by or for Cascade Conversion. If Client uses a sample privacy policy provided by Cascade Conversion, Client accepts it "as-is," will have it reviewed by qualified legal counsel before posting, and assumes sole responsibility for it.
10. Termination
10.1 Either party may terminate this Agreement by written notice. If Client terminates, no refund is owed.
10.2 If Cascade Conversion terminates without cause, it will refund a pro-rated portion of the Payment based on work completed before termination. Cascade Conversion may terminate for cause if it learns of, or has good reason to suspect, a breach by Client of any material provision or warranty. After termination for cause: (1) Cascade Conversion has no further liability or obligation to Client; and (2) Cascade Conversion may share information about Client with any law enforcement agency, government agency, or any individual or entity claiming to have been harmed by the breach.
10.3 The following sections survive termination: Sections 3 (license to Advertising Materials and Lead data), 4 (data and privacy obligations), 7 (disclaimers and limitation of liability), 8 (confidentiality), 12 (indemnification), 16 (governing law and jurisdiction), and 19 (collection costs).
11. Mutual Representations
Each party represents and warrants that signing and performing this Agreement will not violate any other agreement it is bound by, any applicable law or regulation, or any third-party intellectual property or other right.
12. Indemnification
Client will indemnify, defend, and hold Cascade Conversion harmless from any actions, claims, demands, proceedings, liabilities, damages, judgments, settlements, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising from or related to: (a) Client's breach of any warranty, covenant, term, or condition of this Agreement — including any breach of Section 4 (Advertising Platform Data) or Section 9 (Compliance with Law and Privacy); (b) Client's use of any Lead or Lead contact information; (c) any claim that Client's Advertising Materials infringe a third party's rights; or (d) any claim, investigation, or enforcement action arising from the collection or use of personal information about children under 13 in connection with Client's website or online properties, except to the extent caused by Cascade Conversion's gross negligence, fraud, or willful misconduct.
This indemnification does not apply to the extent any claim arises from Cascade Conversion's own gross negligence, fraud, or willful misconduct.
13. No Waiver
Either party's failure to insist on or enforce performance of any provision, or to exercise any right, will not be a waiver of that provision or right in that or any other instance. The provision or right will remain in full force and effect.
14. Force Majeure
Neither party is responsible for any delay or failure in performance caused by events beyond its reasonable control, including fire, hurricane, tornado, earthquake, tidal wave, meteor strike, war, civil unrest, terrorism, pandemic or epidemic, government action or order, internet brown-outs or black-outs, or computer hacking ("Force Majeure"), if the effects could not have been avoided through reasonable foresight or diligent effort. A shortage of funds is never a Force Majeure event.
15. Independent Contractors
Nothing in this Agreement creates a partnership, joint venture, employment, or franchise relationship between the parties. The parties are independent contractors, and no employee of one party will be deemed an employee of the other for any purpose. Neither party is authorized to act for the other in any agency or other capacity, or to make commitments on the other's behalf, except as expressly provided.
This Section 15 does not limit the limited agency authority Client grants to Cascade Conversion in Section 4.1 for the specific purpose of operating advertising platform accounts on Client's behalf.
16. Governing Law and Jurisdiction
This Agreement is governed by the laws of the State of Washington, without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the federal and state courts located in Chelan County, Washington, for all disputes arising under or relating to this Agreement, and each party waives any objection to venue or inconvenient forum in those courts.
Client consents to service of process by email at the address Cascade Conversion uses to communicate with the individual signing this Agreement, in addition to any other method permitted by law. Service is effective on the date the email is sent.
17. Entire Agreement
This Agreement (which includes the Advertising Services Agreement and these Standard Terms and Conditions) is the complete agreement between the parties on this subject and supersedes all prior agreements, communications, and understandings, written or oral. These terms control over any contrary or inconsistent terms in any other writing. This Agreement may only be modified by a written document signed by both parties. The Agreement was prepared jointly and will not be construed strictly against either party.
18. Counterparts and Electronic Signature
This Agreement may be signed in counterparts, each of which is considered an original and which together form one instrument. A party may deliver a signed copy by email or other electronic means capable of producing a printed copy.
19. Collection Costs
Client will pay all costs, interest, and reasonable attorneys' fees incurred by Cascade Conversion (or its assignee) in collecting any amount owed under this Agreement.
20. Severability
If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions will continue in full force and effect, and the invalid or unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving the parties' original intent.
