Terms of Service

1. Acceptance of Terms

These Terms of Service (“Terms”) govern your access to and use of the website at crocsandclicks.com (the “Site”) and all digital marketing services provided by Crocs and Clicks, a sole proprietorship operating in Vancouver, Washington (“Crocs and Clicks,” “we,” “us,” or “our”). By using our Site, contacting us, or engaging our services, you (“you,” “Client,” or “your”) agree to be bound by these Terms.

If you do not agree to these Terms, you may not use the Site or engage our services. 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 that entity.

2. Our Services

Crocs and Clicks provides digital marketing services that may include, but are not limited to:

• Search engine optimization (SEO)
• Pay-per-click (PPC) advertising and Local Services Ads (LSA) management
• Web design and development
• Social media marketing and management
• Marketing strategy and consulting for contractors and other service businesses
• Analytics setup, tracking, and reporting
• Other related digital marketing services as agreed upon in writing

The specific services we provide to you (the “Services”) will be described in a written proposal, statement of work, service agreement, or other written engagement document (each, an “SOW”). In the event of a conflict between these Terms and an SOW, the SOW governs as to the specific subject matter it addresses.

3. Engagement and Statement of Work

An engagement begins when both parties sign an SOW or you otherwise indicate written acceptance of a proposal (such as via email or by paying an invoice). Each SOW will set out the scope of work, deliverables, timeline, fees, and any specific terms applicable to that engagement.

Any work outside the scope of an SOW is considered out-of-scope and may require a written amendment, change order, or new SOW with additional fees and timeline adjustments.

4. Client Responsibilities

To enable us to deliver Services effectively, you agree to:

• Provide accurate, complete, and timely information, materials, content, brand assets, and access required to perform the Services
• Provide reasonable access to your website, hosting accounts, domain registrar, Google Business Profile, Google Ads account, Google Analytics, social media accounts, and other platforms necessary to perform the Services
• Designate a primary point of contact authorized to make decisions and approve deliverables on your behalf
• Review and respond to deliverables, drafts, and questions within reasonable timeframes (typically five business days unless otherwise specified)
• Pay invoices on time per Section 5
• Comply with all applicable laws and platform terms (Google Ads policies, Meta advertising policies, FTC disclosure requirements, etc.)
• Ensure that any content, products, or services you ask us to promote are lawful and accurately described

Delays caused by your failure to provide required information, approvals, or access may extend project timelines and do not relieve you of your payment obligations.

5. Fees and Payment

Setup Fees

Most Services require a one-time setup fee per channel, which is due upon signing the SOW and before work begins.

Recurring Fees

Ongoing Services (SEO, PPC management, social media management, web management, reporting) are typically billed monthly in advance. Specific fee structures (flat fees, percentage-based fees, tiered pricing) will be set out in your SOW.

Ad Spend

Advertising budgets paid to third-party platforms (Google, Meta, etc.) are separate from our management fees. You are responsible for funding ad accounts directly with the relevant platform unless otherwise agreed in writing. Crocs and Clicks does not earn commissions from ad platforms.

Invoicing and Payment Terms

Invoices are due upon receipt unless otherwise stated. Accepted payment methods include ACH bank transfer, credit card, and other methods we may specify. All fees are stated in U.S. dollars and exclude applicable taxes.

Late Payments

Invoices not paid within 15 days of the invoice date are considered past due. We reserve the right to:

• Charge a late fee of 1.5% per month (or the maximum rate permitted by Washington law, whichever is lower) on past-due balances
• Suspend Services, pause campaigns, or withhold deliverables until the balance is paid
• Recover reasonable collection costs and attorneys' fees incurred to collect past-due amounts

Refunds

Setup fees, monthly retainers, and fees for completed work are non-refundable. If you cancel a project before completion, you remain responsible for fees earned through the date of cancellation.

6. Term and Termination

Term

Each engagement runs for the term specified in the SOW. Recurring monthly Services renew automatically each month until terminated by either party in accordance with this Section.

Termination for Convenience

Either party may terminate a recurring monthly engagement by providing at least 30 days' written notice. You remain responsible for all fees through the end of the notice period, including the final month of Services.

Termination for Cause

Either party may terminate immediately if the other party materially breaches these Terms or an SOW and fails to cure the breach within 10 days after receiving written notice of the breach. Non-payment of undisputed invoices for more than 30 days is a material breach.

Effect of Termination

Upon termination:

• You will pay all outstanding fees through the effective date of termination
• We will deliver any completed deliverables for which you have paid in full
• Each party will return or destroy the other party's confidential information upon request
• Sections that by their nature should survive termination (including intellectual property, confidentiality, payment obligations, disclaimers, limitation of liability, indemnification, and governing law) will survive

7. Intellectual Property

Our Pre-Existing IP

We retain all rights to our pre-existing intellectual property, including our methodologies, processes, frameworks, templates, internal tools, code libraries, dashboards, and know-how (“Crocs and Clicks IP”). Nothing in these Terms transfers ownership of Crocs and Clicks IP to you.

Client-Provided Materials

You retain all rights to materials you provide to us (logos, copy, photos, brand assets, customer data, and other content). You grant us a non-exclusive, royalty-free license to use those materials solely to provide the Services.

Deliverables

Subject to full payment of all applicable fees, we assign to you the rights to the final, custom deliverables we create specifically for you under an SOW (such as written content, custom website code, designed creative assets, and final reports), excluding any Crocs and Clicks IP, third-party materials, and stock or licensed content embedded in those deliverables. Until full payment is received, all deliverables remain our property.

Third-Party Content

Some deliverables may include third-party content licensed under separate terms (stock images, fonts, plug-ins, themes, software libraries). Your use of that content is subject to the applicable third-party license, which we will identify upon reasonable request.

Portfolio and Promotional Use

You grant us a perpetual, royalty-free, worldwide license to display non-confidential aspects of the work we did for you (screenshots, results, deliverable samples, your name, and your logo) in our portfolio, case studies, website, social media, and marketing materials. If you would prefer that we not do this, please notify us in writing and we will honor your request on a going-forward basis.

8. Confidentiality

Each party may receive confidential information from the other (business plans, marketing strategies, customer lists, financial information, technical information). The receiving party agrees to:

• Use the confidential information only to perform under these Terms
• Protect it with the same degree of care it uses to protect its own confidential information (and at minimum, reasonable care)
• Not disclose it to third parties except to employees, contractors, and service providers with a need to know who are bound by similar obligations

Confidentiality obligations do not apply to information that is public, independently developed, lawfully received from a third party without confidentiality obligations, or required to be disclosed by law (in which case the receiving party will give prompt notice where legally permitted).

9. Third-Party Platforms and Services

Our Services rely on third-party platforms and services that we do not control, including but not limited to Google (Search, Ads, Analytics, Search Console, Business Profile), Meta (Facebook, Instagram), Microsoft (Bing, Clarity), website hosting providers, ycode, Cloudflare, and others.

You acknowledge that:

• These platforms have their own terms of service, advertising policies, and pricing, which you must comply with
• These platforms may change their algorithms, policies, features, pricing, or availability at any time, which may affect Service performance
• We are not responsible for platform changes, account suspensions imposed by third parties, outages, downtime, or any other actions by third-party platforms outside our control
• Accounts on these platforms (your Google Ads, Meta, GA4, hosting, and similar accounts) are owned by you, and you are responsible for maintaining them

10. Performance Disclaimers and No Guarantees

While we use proven methods and bring our best professional effort to every engagement, we do not and cannot guarantee:

• Specific search engine rankings, positions, or first-page placement on Google or other search engines
• Specific levels of organic traffic, paid traffic, or impressions
• A specific number or quality of leads, calls, form submissions, or sales
• Specific revenue, ROI, ROAS, conversion rate, or growth outcomes
• That a website will be free of bugs, errors, or downtime
• That third-party platforms will continue to operate as they did at the start of the engagement

Any forecasts, projections, case studies, or examples we share are for illustrative purposes only and are not promises of similar results. Past performance is not indicative of future results.

11. Warranties and Disclaimer

We warrant that we will perform the Services in a professional and workmanlike manner consistent with industry standards. As your sole and exclusive remedy for breach of this warranty, we will re-perform the affected Services at no additional charge.

EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE SERVICES, DELIVERABLES, AND SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND CROCS AND CLICKS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CROCS AND CLICKS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, LOST GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE TOTAL FEES YOU PAID TO US UNDER THE APPLICABLE SOW IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so the above limitations may not apply to you. Nothing in these Terms limits liability that cannot be limited by applicable law (such as for fraud, willful misconduct, or violations of the Washington Consumer Protection Act where such limitation is not permitted).

13. Indemnification

You agree to defend, indemnify, and hold harmless Crocs and Clicks and its owners, contractors, and representatives from any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your products, services, business, or website
• Content, materials, or information you provide to us
• Your violation of these Terms, an SOW, or any applicable law
• Your violation of a third-party right, including intellectual property, privacy, or publicity rights
• Your violation of third-party platform terms (such as Google Ads or Meta advertising policies)

We will indemnify you against third-party claims that custom deliverables we create for you (excluding any client-provided or third-party content) infringe a U.S. copyright or trademark, provided you give us prompt notice and reasonable cooperation.

14. Acceptable Use of Our Website

You may use our Site only for lawful purposes. You agree not to:

• Use the Site in any way that violates applicable law
• Attempt to gain unauthorized access to the Site, our systems, or any user account
• Introduce viruses, malware, or harmful code
• Scrape, crawl, or harvest content from the Site for competitive or commercial purposes without our written permission
• Use the Site to send spam, harassment, or unsolicited communications
• Reproduce, copy, or republish substantial portions of our content without permission

All content on the Site (text, graphics, logos, images, code) is owned by Crocs and Clicks or its licensors and is protected by U.S. and international copyright and trademark law.

15. Governing Law and Venue

These Terms and any SOW are governed by the laws of the State of Washington, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Subject to Section 16 (Dispute Resolution), any legal action arising out of or relating to these Terms must be brought exclusively in the state or federal courts located in Clark County, Washington, and each party consents to the personal jurisdiction and venue of those courts.

16. Dispute Resolution

Informal Resolution

Before filing any claim, the parties agree to first attempt to resolve the dispute informally by sending written notice describing the claim to the other party at the contact information below and engaging in good-faith discussions for at least 30 days.

Binding Arbitration

If the dispute is not resolved informally, the parties agree to resolve any dispute, claim, or controversy arising out of or relating to these Terms through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration will be conducted in Clark County, Washington (or by video conference if both parties agree). The arbitrator's decision will be final and binding, and judgment may be entered in any court of competent jurisdiction.

Exceptions

Either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information. Either party may also bring a claim in small claims court if the claim qualifies.

Class Action Waiver

To the maximum extent permitted by law, both parties waive any right to participate in a class action, collective action, or representative proceeding against the other.

17. Changes to These Terms

We may update these Terms from time to time. When we make material changes, we will update the “Last Updated” date at the top of this page and, where appropriate, notify you (such as by posting a notice on our Site or sending an email to active clients). Your continued use of the Site or Services after the changes are posted constitutes your acceptance of the updated Terms. The terms in effect at the time you signed an SOW will continue to govern that specific engagement unless both parties agree otherwise in writing.

18. Miscellaneous

Entire Agreement

These Terms, together with any SOW and our Privacy Policy, constitute the entire agreement between the parties regarding the subject matter and supersede all prior agreements and understandings, whether oral or written.

Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be replaced with one that comes closest to the parties' original intent and is enforceable.

No Waiver

Our failure to enforce any right or provision of these Terms is not a waiver of that right or provision.

Assignment

You may not assign or transfer these Terms or any SOW without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of substantially all of our assets.

Independent Contractors

The relationship between you and Crocs and Clicks is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.

Force Majeure

Neither party is liable for delays or failures in performance caused by events beyond its reasonable control, including natural disasters, internet or platform outages, government actions, labor disputes, or pandemics.

Notices

Notices to Crocs and Clicks must be sent in writing to the email address in Section 19. Notices to you may be sent to the email address you have on file with us.

Headings

Section headings are for convenience only and do not affect interpretation.

19. Contact Us

Questions about these Terms or any aspect of our Services? Reach out: