Terms of Service

Clever Boss, LLC ("CleverBoss," "we," "us," or "our") is a digital marketing agency headquartered at 924 Garfield St, Melbourne, FL 32935. We provide results-driven digital marketing services to businesses across the United States, including paid search (Google Ads, Microsoft Ads), paid social (Meta, LinkedIn), search engine optimization (SEO), programmatic advertising, display and video advertising, connected TV (CTV) advertising, web development, TV and radio advertising, and AI consulting.

By accessing or using our website at cleverboss.com (the "Site"), submitting a contact form, scheduling a consultation, or entering into a service agreement with CleverBoss, you confirm that:

• You are at least 18 years of age and have the legal capacity to enter into binding agreements.
• If acting on behalf of a business or organization, you have the authority to bind that entity to these terms.
• You agree to comply with all applicable federal, state, and local laws and regulations.

CleverBoss provides digital marketing services as described on our website and in individual service agreements ("Agreements"). The specific scope, deliverables, timelines, pricing, and performance targets for each engagement are defined in a separate Statement of Work (SOW) or Service Agreement signed by both parties. These Terms of Service apply to all engagements and supplement — but do not replace — any such Agreements. In the event of a conflict between these Terms and a signed Agreement, the signed Agreement controls.

We reserve the right to decline any engagement at our sole discretion. CleverBoss does not guarantee that our services will be uninterrupted or error-free, as digital advertising platforms (Google, Meta, etc.) may experience outages or policy changes outside our control.

Unless otherwise specified in a signed Agreement, the following payment terms apply to all CleverBoss engagements:

• Retainer services — invoiced monthly in advance. Payment is due within 15 days of the invoice date.
• Project-based work — payment schedule defined in the SOW; typically 50% upfront and 50% upon completion.
• Advertising spend — media spend (Google Ads, Meta Ads, LinkedIn Ads, programmatic, etc.) is billed separately and must be funded in advance. CleverBoss does not front advertising spend on behalf of clients.
• Late payments — overdue invoices accrue interest at 1.5% per month (18% per annum). CleverBoss reserves the right to pause or suspend services if payment is more than 10 days overdue.
• Currency and refunds — all fees are in US dollars. Retainer fees are non-refundable once the service period has begun, unless otherwise agreed in writing.

Client deliverables: Upon receipt of full payment for an engagement, CleverBoss assigns to the client all rights, title, and interest in creative deliverables specifically produced for that client under a signed Agreement — including ad copy, landing page designs, custom graphics, and written content.

CleverBoss proprietary assets: CleverBoss retains exclusive ownership of all proprietary tools, methodologies, templates, internal processes, software, dashboards, reporting frameworks, and pre-existing intellectual property used in delivering services. These are not transferred to clients and may not be reproduced, distributed, reverse-engineered, or used outside the scope of the engagement without prior written consent.

Client-provided materials: By providing logos, brand assets, images, copy, or other content to CleverBoss, you grant us a non-exclusive, royalty-free license to use those materials solely for the purpose of delivering contracted services. You represent that you own or have the right to provide all such materials.

Portfolio use: Unless the client requests otherwise in writing, CleverBoss reserves the right to reference the client relationship and display anonymized or approved campaign results in our portfolio, case studies, and marketing materials.

Both parties agree to keep confidential any non-public, proprietary, or sensitive information disclosed during the engagement, including business strategies, financial data, campaign performance metrics, pricing, and technical information ("Confidential Information"). Each party agrees to use Confidential Information solely for the purposes of the engagement and to protect it with the same degree of care used to protect its own confidential information (but no less than reasonable care).

This confidentiality obligation survives termination of the Agreement for a period of two (2) years. It does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was independently developed without reference to the Confidential Information; (c) was already known to the receiving party prior to disclosure; or (d) is required to be disclosed by law, regulation, or court order, provided the disclosing party is given prompt written notice where legally permissible.

To enable CleverBoss to deliver services effectively and on schedule, clients agree to:

• Provide timely access to required advertising and analytics accounts (Google Ads, Meta Business Manager, Google Analytics 4, Microsoft Advertising, website CMS, etc.) with appropriate permission levels.
• Supply accurate, complete, and up-to-date information about their business, products, services, target audience, and competitive landscape.
• Provide prompt feedback and approvals within agreed timelines (typically 3–5 business days unless otherwise specified).
• Ensure their website, landing pages, and product offerings comply with all applicable advertising platform policies (Google Ads policies, Meta Advertising Standards, etc.).
• Notify CleverBoss of any material changes to their business, offers, or target markets that may affect campaign strategy.

Delays or performance issues caused by the client's failure to meet these responsibilities are not attributable to CleverBoss, and CleverBoss will not be held liable for resulting impacts on campaign performance or timelines.

Digital marketing results depend on many factors outside CleverBoss's direct control, including but not limited to: market conditions, competitive landscape, advertising platform algorithm changes, seasonality, economic conditions, and client-side factors such as website quality, conversion rate, product pricing, and inventory availability.

CleverBoss makes no guarantees of specific results, including but not limited to specific rankings, return on ad spend (ROAS), cost per acquisition (CPA), lead volume, revenue outcomes, or organic search positions. We commit to applying industry best practices, data-driven optimization, transparent reporting, and proactive communication to maximize performance within the agreed scope and budget.

Either party may terminate a service agreement with 30 days' written notice (email to the designated contact is sufficient). CleverBoss may terminate immediately and without notice if the client:

• Fails to pay invoices within 30 days of the due date;
• Materially breaches these Terms or a signed Agreement and fails to cure the breach within 10 days of written notice;
• Engages in conduct that violates advertising platform policies, applicable law, or that exposes CleverBoss to legal or reputational risk.

Upon termination, the client is responsible for all fees incurred through the effective termination date. CleverBoss will provide a transition period of up to 14 business days to transfer account access, campaign assets, and documentation to the client or a successor agency. Media spend already committed to platforms at the time of termination is non-refundable.

To the maximum extent permitted by applicable law, CleverBoss's total aggregate liability for any claim arising out of or related to these Terms or our services shall not exceed the total fees paid by the client to CleverBoss in the three (3) calendar months immediately preceding the event giving rise to the claim.

In no event shall CleverBoss be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to lost profits, loss of revenue, loss of data, loss of goodwill, or business interruption — even if CleverBoss has been advised of the possibility of such damages and regardless of the theory of liability (contract, tort, negligence, strict liability, or otherwise).

Some jurisdictions do not allow the exclusion or limitation of certain damages; in such jurisdictions, the above limitations apply to the fullest extent permitted by law.

You agree to indemnify, defend, and hold harmless Clever Boss, LLC and its members, officers, employees, contractors, and agents from and against any and all claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to: (a) your use of our website or services; (b) your violation of these Terms; (c) your violation of any third-party rights, including intellectual property rights; (d) any content, materials, or information you provide to CleverBoss; or (e) your violation of any applicable law or regulation.

You may use the CleverBoss website for lawful purposes only. You agree not to:

• Scrape, crawl, or systematically harvest data from the Site without prior written permission.
• Attempt to gain unauthorized access to any part of the Site, its servers, or its infrastructure.
• Transmit malicious code, viruses, or any technology that may harm the Site or its users.
• Use the Site to send unsolicited commercial communications (spam).
• Impersonate CleverBoss, its employees, or any other person or entity.
• Use the Site in any way that could damage, disable, overburden, or impair its operation.

We reserve the right to terminate or restrict access to the Site for any user who violates these terms, without notice.

CleverBoss manages campaigns and services on third-party platforms including Google Ads, Meta (Facebook/Instagram), LinkedIn, Microsoft Advertising, and others. Use of these platforms is subject to their respective terms of service and advertising policies. CleverBoss is not responsible for changes to platform policies, algorithm updates, account suspensions imposed by platforms, or any other platform-driven events that affect campaign performance.

Our website may also contain links to third-party websites for reference or convenience. CleverBoss does not endorse, control, or assume responsibility for the content, privacy practices, or terms of any third-party sites.

These Terms are governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law provisions.

In the event of a dispute arising from these Terms or our services, the parties agree to first attempt resolution through good-faith negotiation for a period of 30 days from written notice of the dispute. If the dispute is not resolved through negotiation, it shall be submitted to binding arbitration in Brevard County, Florida, administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm pending arbitration. Nothing in this section limits CleverBoss's right to pursue collection of overdue invoices through any available legal remedy.

CleverBoss reserves the right to update these Terms of Service at any time. When we do, we will post the revised terms on this page with an updated "Last Updated" date. For active clients, material changes will be communicated via email at least 14 days before taking effect. Your continued use of our website or services after changes take effect constitutes your acceptance of the revised terms.

If you have questions about these Terms of Service or wish to discuss a specific provision, please contact us: