User Terms of Service

1. Parties; Acceptance; Authority

This Agreement is entered into by and between Killerspots.com, Inc., d/b/a Killerspots Agency, and its affiliated entities (collectively, “Killerspots,” “Agency,” “we,” “us,” or “our”), and the party that procures, pays for, accesses, or uses the Services, or that acts on the instructions of or with the permission of such party (the “Customer,” “Client,” or “you”). This Agreement governs your access to and use of all services and the website(s) provided or operated by Killerspots.

This Agreement becomes effective on the earliest of: (a) your electronic or written acceptance; (b) your signature on any proposal, order form, statement of work, or insertion order that references or incorporates these Terms; (c) your completion of any purchase or subscription; or (d) your access to or use of any Services. By doing any of the foregoing, you represent and warrant that you have full authority to enter into this Agreement and to bind the entity on whose behalf you act, and that this Agreement is a valid and legally binding obligation. If you sign or accept without actual authority to bind that entity, you are personally and individually responsible for all obligations under this Agreement, including payment obligations.

In the event of any conflict between this Agreement and any other communication with Killerspots or its personnel, this Agreement controls, except that a fully executed proposal, statement of work, or insertion order (“Order”) controls over these Terms as to the specific Deliverables, pricing, and term it describes.

2. Services

Killerspots offers a range of services that may include, without limitation: website design, development, hosting, and maintenance; social media management; search engine optimization (“SEO”) and AI/answer-engine optimization (“AIO/GEO”); email marketing and automation; SMS/text and CRM services; paid media and advertising management (search, social, display, CTV/OTT, and other channels); graphic design; print and direct-mail production and fulfillment; produced radio and television commercials; jingle and audio production; web and video production; and related promotional, market-data, survey, and application services (collectively, the “Services”). The specific Services you purchase are described in your Order.

3. Definitions

• “Server” means computer server equipment used to provide the Services.
• “Website” / “Site” means an area on a Server allocated by Killerspots, or any website developed, hosted, maintained, or accessed in connection with the Services.
• “Deliverable” means any tangible or intangible work product produced under the Services (e.g., a website, creative asset, report, recording, campaign, or impressions/clicks).
• “User Submissions” / “Customer Content” means all information, data, materials, or content the Customer (or anyone using the Customer’s account) provides to or makes available through Killerspots.
• “Personal Data” means information that identifies, relates to, or could reasonably be linked to an identified or identifiable individual or household, as defined by applicable privacy Laws.
• “Laws” means all applicable federal, state, local, and (where applicable) foreign laws, rules, regulations, ordinances, codes, carrier requirements, and industry self-regulatory standards.

4. Payment Terms

4.1 Methods & Surcharges

Payment must be made by credit card, check, or ACH unless otherwise agreed in writing. A processing fee of 3.9% applies to credit-card payments over $1,500, to the extent permitted by applicable Law and not exceeding our actual cost of acceptance; you may avoid this fee by paying via check or ACH (arrange by contacting [email protected]). Where any card surcharge is prohibited or capped by Law, the fee will be reduced or waived accordingly.

4.2 Subscriptions; Auto-Billing

For month-to-month subscriptions, Killerspots will automatically charge your selected payment method the subscription fee in effect at purchase, plus applicable taxes and card fees, on a recurring monthly basis (billed on or about the 1st of each calendar month). For annual subscriptions, charges occur monthly for the one-year term. You authorize Killerspots to store your payment method and charge it on a recurring basis until you cancel in accordance with Section 5. Media/ad spend, third-party applications, printing, postage, and licensing costs are billed separately.

4.3 Media Agency Fee

A mandatory 15% agency fee applies to all media/ad spend, payable by check or ACH. Credit-card payment of media spend and agency fees incurs the 3.9% processing fee (subject to Section 4.1).

4.4 Taxes

Stated prices exclude taxes. You are responsible for all sales, use, VAT, excise, and other taxes, charges, surcharges, and fees associated with the Services, excluding taxes on Killerspots’ net income.

4.5 Late Payment

A $55 fee applies to any returned or dishonored check or failed ACH/card charge. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by Law, from the due date until paid. Services may be suspended or terminated while any balance is overdue.

4.6 Collection Costs

If we refer any past-due amount for collection or pursue legal remedies, you are responsible for all costs of collection, including reasonable attorneys’ fees, court costs, and collection-agency fees.

4.7 Disputed Charges; No Chargeback Abuse

You must notify us in writing of any good-faith billing dispute within fifteen (15) days of the invoice or charge date; otherwise the charge is deemed accepted. Initiating a chargeback or payment reversal for Services rendered, in lieu of following this dispute process, is a material breach.

5. Cancellation

5.1 By Customer

You may cancel a subscription by providing 30 days’ written notice via email to your account representative or [email protected] (telephone (513) 270-2500 may be used to initiate, but written confirmation is required). Cancellation takes effect at the end of the current billing cycle following receipt of valid notice.

5.2 Obligations on Cancellation

You remain liable for all fees and amounts owed through the end of the final billing cycle after the notice period. If you cancel an annual subscription after the initial 48-hour grace period, you will incur an early-termination charge equal to 50% of the remaining subscription fees for the term (e.g., cancelling six months early results in a charge equal to three months of fees). If your plan included “Added Value” or bundled services contingent on a 12-month commitment, early termination requires reimbursement for the Added Value received, at then-current rate-card rates.

5.3 Payment During Cancellation Period

If you provide notice of cancellation but fail to pay amounts due for the cancellation period by the 5th of the calendar month, all hosting, website access, and related Services may be suspended or terminated, and no updates, changes, or requests will be processed until full payment for the remainder of the cancellation term is received. You are solely responsible for meeting these deadlines to avoid interruption.

5.4 Data on Termination

Upon the effective termination date, content associated with your account — including website files, designs, social-media assets, images, custom graphics, voiceovers, footage, and databases — may be deleted, subject to existing licensing and copyright agreements and Section 8. Export requests must be made before the termination date and may incur an administrative fee.

5.5 Refunds & Transfers

Pre-paid annual subscriptions are non-refundable as to unused portions. Domains, SSL certificates, IP addresses, hosting, and supplementary purchases are non-refundable. Upon payment of all balances in full, you may transfer your domain to a registrar of your choice; domains registered by Killerspots transfer only after full payment.

5.6 Non-Refundable Production Sales

All sales of television, video, radio, jingle, and audio-production Services are final. If a project is cancelled, Killerspots will issue a credit for amounts paid, usable within one (1) calendar year of the cancellation date.

6. Default

You are in default if you breach any provision of this Agreement (including payment obligations), or if you become insolvent, enter insolvent liquidation, suffer appointment of a receiver/administrator, or make an arrangement with creditors. Upon default, all unpaid amounts become immediately due and payable, and Killerspots may suspend the Services and/or terminate this Agreement immediately, without notice and without liability.

7. Suspension of Services

Killerspots may suspend, restrict, disable, deactivate, or terminate all or part of the Services or your account, remove content, block your email/IP, or shut down an account — with or without notice and with no liability — if: (a) you are delinquent on payment for three (3) days or more; (b) we receive a subpoena, court order, or law-enforcement request; (c) we reasonably believe your use jeopardizes our ability to serve others, creates a security risk, or exposes us to liability; or (d) you breach Sections 9, 13, 14, or 15. No credits or refunds are issued for time during which Services are suspended due to your conduct or non-payment.

8. Intellectual Property

8.1 Our Property

All content on our Website and Services (other than User Submissions) — including text, software, scripts, source code, graphics, images, photos, audio, music, video, and interactive features (“Content”) and all trademarks, service marks, and logos (“Marks”) — is owned by or licensed to Killerspots and is protected by U.S. and foreign intellectual-property Laws. You may not use, copy, reproduce, distribute, transmit, display, sell, license, or exploit any Content or Marks without our prior written consent.

8.2 Work Product; Payment Condition

All projects, Deliverables, source files, code, and Services remain the property of Killerspots until all amounts owed are paid in full, at which point ownership of the final, paid Deliverables transfers to you to the extent set out in the applicable Order, except for our Pre-Existing/Tools (Section 8.4) and licensed third-party materials. All raw footage, b-roll, outtakes, project files, and content shot or created by Killerspots or its vendors remain the exclusive property of Killerspots unless otherwise agreed in writing, and may be licensed to you at our discretion.

8.3 Footer Credit & Licensing Proof

Where Killerspots designs a Website for you, the credit “Website developed and managed by Killerspots Agency” or the Killerspots Agency logo must remain displayed in the Website footer. This evidences licensing of third-party resources (stock images, graphics, professional plugins, fonts, and footage) used on the Site and ensures compliance with those licenses. Removing the credit may terminate those third-party licenses, and you assume all resulting liability.

8.4 Pre-Existing Materials & Tools

We retain all rights in our pre-existing materials, methodologies, know-how, software, templates, and tools used to deliver the Services. We grant you a non-exclusive, non-transferable license to use such elements only as embedded in your paid Deliverables.

8.5 Portfolio License

You grant Killerspots a worldwide, royalty-free license to use your name, logo, marks, and the Deliverables/Sites we create for you in our portfolio, case studies, and marketing materials, including screenshots, unless you opt out in writing.

9. User Submissions; Third-Party Rights; Indemnity

You represent and warrant that all User Submissions are owned by you or properly licensed, and do not and will not violate any Law or infringe any third-party right (including intellectual-property, publicity, or privacy rights). You are in the best position to know whether your content is legally permitted and are responsible for clearing all rights, releases, talent/guild fees, music licenses, and royalties. You agree to defend, indemnify, and hold Killerspots harmless from any claim, liability, damage, cost, or expense (including reasonable attorneys’ fees) arising out of or relating to your User Submissions or your breach of this Section.

10. AI-Assisted and Generated Content

You acknowledge that Killerspots may use artificial-intelligence (“AI”) and machine-learning tools to research, generate, edit, or optimize Deliverables (including copy, images, audio, video, code, and recommendations). You agree that: (a) AI-assisted or AI-generated outputs may not be eligible for copyright or other protection and may be similar to outputs produced for others; (b) Killerspots does not warrant that AI outputs are accurate, original, or non-infringing, and you are responsible for reviewing and approving Deliverables before use or publication; (c) Killerspots will not knowingly submit your confidential business information to public AI tools that train on inputs without reasonable safeguards; and (d) you will not use the Services or Deliverables to create or distribute unlawful, deceptive, infringing, or harmful AI content (including non-consensual likenesses, deepfakes, or undisclosed synthetic endorsements) in violation of Law.

11. Privacy & Data Protection

11.1 General

Killerspots takes privacy seriously and complies with applicable privacy Laws. To the extent we collect Personal Data, we do so to provide and improve the Services. We limit internal access to Personal Data and do not sell Personal Data. Our full privacy practices are described in our Privacy Policy, which is incorporated by reference.

11.2 Roles

As between the parties, where Killerspots processes Personal Data on your behalf to provide the Services, you are the “controller”/“business” and Killerspots is the “processor”/“service provider” and will process such data only to provide the Services and as permitted by Law and your instructions.

11.3 Compliance Allocation

You are responsible for maintaining your own compliant, conspicuous privacy policy and for obtaining all consents, notices, and opt-out mechanisms required by Law for any data collection, tracking, advertising, email, SMS, or targeting we perform at your direction — including, where applicable, the California Consumer Privacy Act/California Privacy Rights Act (CCPA/CPRA), the Virginia, Colorado, Connecticut, Utah, Texas, Oregon, Montana, and other state consumer-privacy laws (as enacted and amended), the Children’s Online Privacy Protection Act (COPPA), and, for any EU/UK Personal Data, the GDPR/UK GDPR, the EU-U.S. Data Privacy Framework (DPF) and/or Standard Contractual Clauses (SCCs) for cross-border transfers.

11.4 Sensitive Data

You will not provide Killerspots with, or instruct us to process, sensitive Personal Data (e.g., government IDs, financial-account numbers, health/PHI, biometric, or children’s data) except under a separate written agreement. The Services are not designed to be PCI-DSS or HIPAA compliant and must not be used as such.

11.5 Data Subject Requests & Deletion

You may request deletion of your Personal Data from our systems by emailing [email protected], subject to our legal and operational retention needs. We will reasonably assist you in responding to consumer rights requests directed to you.

12. Telephone, SMS/Text, and Email Compliance (TCPA / 10DLC / CAN-SPAM)

If the Services include sending email, SMS/MMS/text, voice, or fax communications on your behalf or using your branding: you are solely responsible for ensuring all such communications comply with Law, including the Telephone Consumer Protection Act (TCPA), applicable state mini-TCPA laws, the CAN-SPAM Act, CTIA messaging principles, carrier requirements, and A2P 10DLC registration and campaign-vetting requirements. You represent and warrant that you have obtained all required prior express (or prior express written) consent from each recipient, maintain proof of consent and opt-out records, honor opt-outs promptly, and that your sender information, content, and footers are compliant. You will defend, indemnify, and hold Killerspots harmless from any claim arising from communications sent at your direction, including TCPA statutory-damages claims. Unsolicited bulk or unlawful messaging is strictly prohibited and grounds for immediate suspension.

13. Acceptable Use; Prohibited Conduct

You will use the Services and any allocated Website only for lawful, appropriate purposes and in compliance with all Laws. You will not: (a) infringe any Law or third-party right; (b) post, link to, or transmit material that is unlawful, threatening, abusive, defamatory, obscene, pornographic, harassing, hateful, or otherwise objectionable as we determine in our reasonable discretion; (c) deploy bots, spiders, scrapers, or automated systems against the Website (except public search engines for lawful indexing, which we may revoke); (d) harvest Personal Data or use communication systems for unsolicited solicitation, spam, chain letters, or pyramid schemes; (e) circumvent or interfere with security or usage-limit features; (f) attack, overload, or gain unauthorized access to any server, account, or network; or (g) resell or redistribute the Services without our written consent. We may remove violating material and suspend or terminate access at our discretion, and pursue civil and criminal remedies.

14. Customer Account & Security

You may need to create an account to access certain Services. You will provide accurate, complete, and current information; not impersonate any person or entity; not use another’s account without permission; keep your credentials secure; and notify us immediately of any breach or unauthorized use. You are solely responsible for all activity under your account. While Killerspots is not liable for losses caused by unauthorized use of your account, you may be liable to Killerspots and others for losses arising from misuse of your account.

15. Hosting, Email, and Server Acknowledgments

You acknowledge: (a) we do not guarantee the accuracy or quality of information transmitted via the Server; (b) we are not liable for loss of or damage to data on the Server, do not guarantee the Server is free of unauthorized access, and you are responsible for maintaining your own backups and adequate insurance; (c) we use commercially reasonable efforts to provide availability but are not liable for interruptions or downtime; (d) you are responsible for your credentials, disk/bandwidth usage (and excess-usage charges), and for not harming other customers; and (e) you must send all email/SMS in compliance with Section 12. The Services are not an archive, and we have no liability for loss, corruption, or destruction of Content.

16. Radio/Audio and Jingle Production

Production of radio commercials and jingles is a collaborative process requiring timely communication and approvals. Typical production time is approximately 7 business days from the initial creative discussion, subject to scheduling, talent availability, Force Majeure, and approval delays. For radio-commercial production and associated scriptwriting, full payment is due at signing. Jingle production begins upon a non-refundable 50% deposit; the balance is due upon your written approval of the jingle and will be charged to your payment method on file unless arranged otherwise in writing. The final approved master is delivered by secure file link within 5 business days after final payment; delivery is contingent on receipt of final payment. No residuals are owed after final payment, and you retain copyright ownership of the approved music/jingle in perpetuity, except for Killerspots’ Pre-Existing Materials and licensed third-party elements.

17. Domain Name Registration

Killerspots does not guarantee the availability or registration of any requested domain. Do not assume registration until confirmed by the relevant authority (e.g., ICANN/registrar). Registration and use are subject to the authority’s terms, which you must comply with. We are not liable for your domain use; disputes are between you and the third party, and we may withhold, suspend, or cancel a domain during disputes. We will not release a domain to another provider until all amounts owed (including registration costs) are paid.

18. Support Services

Standard support covers Server-related issues only and is provided in English. Scripting, custom development, or out-of-scope support may be purchased at $265 per hour (half-hour minimum), which we may waive at our discretion.

19. Disclaimer of Warranties

The Site, Content, Deliverables, and Services are provided “as is” and “as available,” without warranties of any kind, express or implied. Killerspots expressly disclaims all warranties, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Services or Content are accurate, complete, reliable, current, secure, or error-free, or that any marketing, SEO, advertising, or campaign will achieve any particular result, ranking, traffic, lead, or revenue outcome.

20. Limitation of Liability

To the fullest extent permitted by law, in no event will Killerspots, its affiliates, or their respective officers, directors, employees, licensors, assigns, or agents be liable for any indirect, incidental, special, punitive, exemplary, or consequential damages, or for any loss of profits, revenue, data, goodwill, or reputation, arising out of or relating to the Services, even if advised of the possibility of such damages. In all events, Killerspots’ total aggregate liability arising out of or relating to this Agreement or the Services will not exceed the total amounts you paid to Killerspots for the specific Service giving rise to the claim during the three (3) months immediately preceding the event giving rise to the claim. These limitations are an essential basis of the bargain and apply even if a remedy fails its essential purpose. Some jurisdictions do not allow certain limitations; in those jurisdictions, our liability is limited to the maximum extent permitted by law.

21. Indemnification

To the fullest extent permitted by Law, you will defend, indemnify, and hold Killerspots and its affiliates, officers, directors, employees, and agents harmless from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your User Submissions or Customer Content; (b) your products, services, websites, or advertising; (c) your breach of this Agreement or violation of any Law; (d) communications sent at your direction (including TCPA/CAN-SPAM claims); (e) your infringement or misappropriation of any third-party right; and (f) your or your end users’ use of the Services or Deliverables.

22. Binding Arbitration; Class-Action Waiver

PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS HOW DISPUTES ARE RESOLVED.

22.1 Agreement to Arbitrate

Except as provided in Section 22.4, any dispute, claim, or controversy arising out of or relating to this Agreement or the Services (“Dispute”) will be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, before a single arbitrator. The arbitration will take place in Hamilton County, Ohio, or by videoconference, and judgment on the award may be entered in any court of competent jurisdiction.

22.2 Class-Action Waiver

All disputes will be arbitrated on an individual basis only. You and Killerspots waive any right to bring or participate in a class, collective, consolidated, or representative action. The arbitrator may not consolidate more than one party’s claims or preside over any form of class proceeding.

22.3 Informal Resolution First

Before initiating arbitration, the parties will attempt in good faith to resolve the Dispute by written notice and a 30-day negotiation period.

22.4 Exceptions

Either party may (a) bring an individual action in small-claims court, and (b) seek injunctive or equitable relief in court to protect intellectual-property or confidential information or to collect amounts owed. Either party may opt out of this arbitration provision by written notice to [email protected] within 30 days of first accepting these Terms.

23. Governing Law; Venue; Jury Waiver

This Agreement is governed by the laws of the State of Ohio, without regard to conflict-of-laws principles, and excluding the U.N. Convention on Contracts for the International Sale of Goods. Subject to Section 22, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Hamilton County, Ohio. To the fullest extent permitted by law, each party expressly waives any right to a trial by jury.

24. Limitation Period

Any claim arising out of or relating to this Agreement or the Services must be filed within one (1) year after the claim accrues, or it is permanently barred, to the extent permitted by Law.

25. Acknowledgment of Payment Obligation

By signing a proposal, Order, or otherwise accepting these Terms, you acknowledge and agree to pay Killerspots for all Services rendered. You understand that unpaid invoices entitle Killerspots to pursue all legal remedies, and that you are responsible for all associated costs of collection, including reasonable attorneys’ fees and court costs. You may proceed month-to-month and cancel on 30 days’ written notice (Section 5). For 12-month agreements, the “Added Value” benefits are contingent on completing the term; early termination requires reimbursement of Added Value received at then-current rate-card rates. Domain renewals and client media/ad spend are billed separately.

26. Force Majeure

Except for payment obligations, neither party is liable for failure or delay in performance caused by circumstances beyond its reasonable control, including fire, explosion, power outage, earthquake, flood, severe weather, strike, riot, embargo, labor dispute, acts of civil or military authority, war, pandemic or epidemic, terrorism (including cyber-terrorism), hacks, denial-of-service attacks, acts of God, acts/omissions of internet carriers, or acts/omissions of regulatory or governmental authorities (“Force Majeure”).

27. Changes to These Terms

Killerspots may change these Terms at any time. We will use reasonable efforts to notify Customers in advance by email. Changes become binding on the date posted to our website, and your continued use of the Services after that date constitutes acceptance. If you do not agree, your sole remedy is to cancel the Services in accordance with Section 5.

28. General Provisions

• 28.1 Entire Agreement. This Agreement, together with any applicable Order, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, whether written or oral, regarding its subject matter. It may be modified only by a writing signed by an authorized representative of the party to be charged (other than changes under Section 27).
• 28.2 Severability. If any provision is held void or unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be modified to the minimum extent necessary to be enforceable.
• 28.3 No Waiver. A failure to enforce any provision is not a waiver. All waivers must be in writing.
• 28.4 Assignment. You may not assign this Agreement without our prior written consent. Killerspots may assign, sell, or transfer this Agreement, in whole or in part, at any time. This Agreement binds and benefits the parties’ successors and permitted assigns.
• 28.5 Notices. Notices are effective if sent by email to the primary email address on file, or if sent by registered/certified mail (return receipt requested) or nationally recognized overnight courier to the party’s address of record.
• 28.6 Independent Contractor. The parties are independent contractors; nothing creates a partnership, joint venture, employment, or agency relationship except as expressly stated for media-buying authorization in an Order.
• 28.7 Electronic Signatures & Communications. You consent to transact electronically. Electronic signatures, acceptances, and records satisfy any requirement that records be in writing under the E-SIGN Act and applicable Law.
• 28.8 Survival. Sections that by their nature should survive termination (including Sections 4, 6, 8–9, 19–25, and 28) survive.
• 28.9 Headings. Headings are for convenience only and do not affect interpretation.

Contact

Questions about these Terms? Reach us at:

Legal Counsel

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