Terms of Service

Acceptance of Terms

By signing a Service Agreement, completing an online intake form, making a payment, or otherwise engaging Clearpoint for any services, you ("Client") acknowledge that you have read, understood, and agree to be legally bound by these Terms of Service ("Terms"), along with any executed Service Agreement, proposal, or Statement of Work ("SOW") between you and Clearpoint.

These Terms apply to all clients, visitors, and users who access or use any services offered by Clearpoint, including but not limited to digital marketing, search engine optimization, paid advertising management, social media management, website services, and any other services offered now or in the future.

If you do not agree to these Terms, you must not engage Clearpoint's services.

Services Provided

Clearpoint offers local business marketing services to small and medium-sized businesses, including but not limited to:

• Google Business Profile optimization and management
• Local search engine optimization (SEO)
• Google Ads campaign creation and management
• Reputation management and review generation
• Social media content creation and management
• Website design, development, and hosting
• Landing page creation and conversion optimization
• Email and SMS marketing automation
• CRM setup, configuration, and pipeline management
• Lead generation strategy and execution
• Reporting, analytics, and performance tracking
• Any additional services as mutually agreed upon in writing

The specific services provided to each Client will be outlined in the applicable Service Agreement or SOW. Clearpoint reserves the right to modify, expand, or discontinue any service offerings at any time with reasonable notice to active Clients.

Client Responsibilities

The Client agrees to fulfill the following obligations to enable Clearpoint to deliver services effectively:

• Provide accurate, complete, and current business information including contact details, business descriptions, service areas, and credentials
• Grant timely access to required platforms, accounts, and tools (e.g., Google Business Profile, website admin, ad accounts, social media accounts)
• Respond to requests for approvals, content, or feedback within five (5) business days unless otherwise agreed
• Ensure all content, images, and materials provided to Clearpoint are owned by the Client or properly licensed for commercial use
• Maintain active and valid payment methods on file for recurring billing
• Notify Clearpoint promptly of any changes to business operations, service areas, ownership, or branding
• Maintain their own Google Ads billing account and fund it with sufficient budget for campaigns managed by Clearpoint
• Comply with all applicable laws, regulations, and platform terms of service in relation to their business and the marketing services being provided

Fees & Payment

All fees are outlined in the Client's applicable Service Agreement. By engaging Clearpoint, the Client agrees to the following billing terms:

• Monthly service fees are billed in advance on the first day of each billing cycle
• Payment is due upon receipt; invoices not paid within five (5) days of the due date may result in service suspension
• Clearpoint reserves the right to charge a late fee of 1.5% per month on any past-due balances
• All fees are in U.S. dollars unless otherwise specified
• By providing payment information, you authorize recurring charges in the amounts agreed upon in your Service Agreement
• Fees are non-refundable except as expressly stated in these Terms or a signed Service Agreement
• Clearpoint reserves the right to adjust pricing with thirty (30) days written notice to the Client

Setup Fees & Onboarding

Certain service packages require a one-time, non-refundable setup fee due prior to commencement of services. This fee covers account creation, platform configuration, initial strategy development, onboarding, and the foundational work required to begin delivering services.

• Setup fees are non-refundable under all circumstances, including early termination by the Client
• Services will not begin until the setup fee has been received and payment has cleared
• Setup fees are separate from and in addition to recurring monthly service fees
• If a Client cancels prior to the first billing cycle after paying a setup fee, no refund will be issued for the setup fee or for services that have commenced

Third-Party Platforms & Tools

Clearpoint utilizes third-party platforms, software, and tools to deliver its services, including but not limited to GoHighLevel (GHL), Google Workspace, Meta Business Suite, and other SaaS platforms ("Third-Party Tools").

• Clearpoint is not responsible for outages, policy changes, feature changes, or disruptions caused by Third-Party Tools or platforms
• Third-Party Tools are subject to their own terms of service and privacy policies, which are independent of these Terms
• Clearpoint will not be held liable for any loss of data, rankings, or service disruption resulting from Third-Party Tool failures or policy enforcement outside of Clearpoint's control
• Clearpoint reserves the right to substitute equivalent tools or platforms at its discretion without notice, provided the quality of service is not materially diminished
• Any accounts, assets, or data held within platforms controlled by Clearpoint remain the property of the Client and will be transferred upon termination, subject to all outstanding balances being settled in full

Google Ads & Advertising Spend

Where Clearpoint manages paid advertising campaigns on behalf of the Client, the following terms apply:

• Ad spend is not included in Clearpoint's service fees and is billed directly to the Client's own advertising account
• The Client is solely responsible for funding their ad accounts with sufficient budget to run campaigns as directed
• Clearpoint will access and manage campaigns through its Google Manager Account (MCC) or equivalent management access
• Clearpoint is not liable for ad spend, overspend, or underperformance resulting from insufficient budget, platform policy changes, account suspensions, or Client-directed changes
• Clearpoint does not guarantee any specific ad performance, click-through rates, conversion rates, cost per lead, or return on ad spend
• The Client agrees to maintain a valid and active payment method within their advertising accounts at all times
• Clearpoint reserves the right to pause or modify campaigns at its discretion to protect campaign performance and comply with platform guidelines

Intellectual Property

• Client-Provided Materials: The Client retains all ownership rights to content, images, trademarks, logos, and materials provided to Clearpoint. The Client grants Clearpoint a non-exclusive, royalty-free license to use such materials solely for the purpose of delivering contracted services.
• Clearpoint-Created Assets: Upon full payment of all amounts due, deliverables created specifically for the Client (e.g., ad copy, landing pages, graphics) become the property of the Client. Clearpoint retains the right to display such work in its portfolio unless the Client requests otherwise in writing.
• Clearpoint Proprietary Materials: Templates, frameworks, systems, processes, software configurations, and tools developed by or belonging to Clearpoint remain its exclusive property and are not transferred to the Client under any circumstances.
• No Infringement: The Client warrants that all materials provided to Clearpoint do not infringe upon any third-party intellectual property rights and agrees to indemnify Clearpoint against any claims arising from such infringement.

Results Disclaimer

• Search engine algorithms and ranking factors are controlled entirely by third parties (e.g., Google) and may change at any time
• Results vary by industry, market competition, geographic area, seasonality, and Client factors such as budget and website quality
• Past performance of any Clearpoint client does not guarantee similar results for other clients
• Any projections or estimates shared during the sales process are illustrative only and do not constitute a guarantee or warranty of results
• Clearpoint shall not be held liable for failure to achieve any particular business outcome as a result of services rendered

Limitation of Liability

To the maximum extent permitted by applicable law:

• Clearpoint's total cumulative liability for any and all claims shall not exceed the total fees paid by the Client in the three (3) months immediately preceding the event giving rise to the claim
• Clearpoint shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including loss of profits, revenue, data, or business opportunities
• Clearpoint is not liable for damages arising from Client's reliance on third-party platforms, tools, or services used in conjunction with Clearpoint's services
• Clearpoint is not liable for events outside its reasonable control, including acts of God, platform algorithm changes, cyberattacks, internet outages, government regulations, or force majeure events

Indemnification

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

• Client's breach of these Terms or any applicable Service Agreement
• Client's violation of any applicable law, regulation, or third-party rights
• Any content, materials, or information provided by the Client to Clearpoint
• Client's own business operations, products, or services
• Any unauthorized use of Clearpoint's services or platforms
• Claims by third parties arising from marketing campaigns or content created based on Client-provided direction or materials

Term & Termination

These Terms remain in effect for the duration of any active Service Agreement between Clearpoint and the Client.

• Minimum Commitment: Service Agreements may include a minimum term as specified therein. Early termination does not relieve the Client of payment obligations for the remaining contract period unless otherwise agreed in writing.
• Cancellation: Either party may terminate services upon thirty (30) days written notice, unless a different notice period is specified in the applicable Service Agreement.
• Termination for Cause: Clearpoint may terminate immediately and without notice in the event of non-payment, Client breach, abusive or threatening conduct, or if continuing services would require Clearpoint to violate any law or platform policy.
• Post-Termination: The Client remains responsible for all fees accrued through the termination date. Clearpoint will assist in transitioning accounts subject to all outstanding balances being settled in full.
• No Refund on Termination: Fees already paid are non-refundable upon termination by either party, except as required by applicable law.

Confidentiality

Both parties may have access to confidential information belonging to the other party in the course of the engagement. Each party agrees to keep all confidential information strictly confidential, not disclose it to any third party without prior written consent, and use it solely for the purposes of performing or receiving services under these Terms.

Confidential information does not include information that: (a) is or becomes publicly known through no breach of these Terms; (b) was already known to the receiving party prior to disclosure; (c) is independently developed without reference to the confidential information; or (d) is required to be disclosed by law or court order.

Non-Solicitation

During the term of any Service Agreement and for a period of twelve (12) months following its termination, the Client agrees not to directly solicit, hire, or attempt to hire any Clearpoint employee, contractor, or subcontractor who was involved in delivering services to the Client, nor encourage or induce any Clearpoint team member to leave their engagement with Clearpoint.

A breach of this provision entitles Clearpoint to seek injunctive relief in addition to any monetary damages.

Dispute Resolution

• Good Faith Negotiation: The parties will first attempt to resolve any dispute through good faith negotiation within thirty (30) days of written notice of the dispute.
• Mediation: If negotiation fails, either party may request non-binding mediation before a mutually agreed-upon mediator. Costs of mediation shall be shared equally.
• Binding Arbitration: If mediation does not resolve the dispute, the matter shall be submitted to binding arbitration under the rules of the American Arbitration Association (AAA), conducted in Houston, Texas. The arbitrator's decision shall be final and binding.
• Waiver of Class Action: The Client agrees to resolve disputes with Clearpoint on an individual basis only and waives the right to participate in class action lawsuits or class-wide arbitration.
• Exceptions: Either party may seek injunctive or equitable relief in a court of competent jurisdiction to prevent irreparable harm or protect intellectual property rights.

Governing Law

These Terms and any disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles. Any proceedings not subject to arbitration shall be brought exclusively in the state or federal courts located in Harris County, Texas, and both parties consent to the personal jurisdiction of such courts.

Modifications to Terms

• The revised Terms will be posted to Clearpoint's website with a new effective date
• Clients with active Service Agreements will be notified via email at least fourteen (14) days before material changes take effect
• Continued use of Clearpoint's services after the effective date of any modification constitutes acceptance of the revised Terms
• If the Client does not agree to material changes, they may terminate their Service Agreement before the effective date, subject to the termination provisions of Section 12

Entire Agreement & Severability

These Terms, together with any executed Service Agreement, SOW, or proposal, constitute the entire agreement between the parties and supersede all prior negotiations, representations, or agreements, whether oral or written.

If any provision of these Terms is found to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect. The failure of Clearpoint to enforce any right or provision shall not constitute a waiver of such right or provision.

Contact Information

For questions, concerns, or notices related to these Terms of Service, please contact Clearpoint at: