These Terms and Conditions (“Terms”) govern your purchase and use of marketing services from The Black Diamond Marketing Agency LLC (“Black Diamond", “We”, “Us”, or “Our”).

By paying for the Pilot Program, Black Diamond+, or any other service you (“Client”, “You”, or “Your”) agree to be bound by these Terms.

If you do not agree, do not proceed with payment.

1. Services Overview.

1.1 Pilot Program.

The “Pilot Program” is a short-term paid test campaign where we:

• Set up and/or manage paid advertising for you (primarily on Meta platforms such as Facebook and Instagram, unless otherwise agreed in writing),

• Run campaigns for a limited period (“The Pilot Period”), and

• Aim to generate qualified traffic, inquiries, and/or leads, not guaranteed sales.

The exact Pilot Program details (price, duration, platforms) will be described on our website, in our proposal, and/or on the payment page at the time you pay.

1.2 Ongoing/Retainer Services.

After the pilot program, you may choose (but are not obligated) to enter an ongoing monthly retainer (“Retainer Services” or “Black Diamond+”). These services may include:

• Continuing ad management

• Campaign optimization

• Creative testing

• Reporting, and

• Other agreed services

Each retainer will be governed by:

• These Terms and Conditions and,

• Any specific written proposal, email confirmation, or invoice describing the scope, price, and term.

1.3 No Employment or Partnership.

We act as an independent contractor. Nothing in these Terms creates an employment, partnership, or joint venture relationship.

2. Fees, Payment, and Billing.

2.1 Service Fees.

Your payment to Black Diamond covers our work only (strategy, setup, management, creative assistance, etc.). It does not include advertising spend or platform fees, which are paid separately as described below.

2.2 Ad Spend.

Unless explicitly stated otherwise:

• You are responsible for all ad spend paid directly to Meta (or any other platform)

• We may recommend a monthly or campaign budget (e.g., “$250 in ad spend”), but you control and fund the ad accounts.

2.3 How Payment Works.

Pilot Program: Full payment is due upfront, before we begin any type of work.

Black Diamond+: Billed in advance (e.g., monthly) and must be paid before the start of the service period.

2.4 No Refunds.

Because this is a service with significant time and strategic effort invested from day one:

All payments to Black Diamond are non-refundable, to the fullest extent permitted by law.

Instead of refunds, we may offer the “extra service” remedy described in Section 3.3 below. Your statutory rights, if any, are not waived.

2.5 Failure to Pay.

If you fail to pay:

• We may pause or stop all work immediately, including ads and access to any shared systems.

• We are not responsible for any loss, missed opportunities, or negative impact that results.

3. Performance, Results, and Our “Extra Service” Remedy.

3.1 No Guarantee of Results, Revenue, or Profit.

You understand and agree that:

• Marketing and advertising always carry risk.

• We cannot guarantee specific results, such as:

  • A certain number of “leads”,

  • Booked Appointments,

  • Closed Sales,

  • Revenue,

  • Profit, or

  • Return on Ad Spend.

Any numbers, examples, or scenarios we share are illustrations only, not promises.

3.2 You Are Responsible for Your Own Business Outcomes.

Our responsibility is to:

• Create and manage ad campaigns as agreed,

• Use reasonable professional efforts,

• Follow platform policies, and

• Work in good faith to generate traffic and inquiries.

You are responsible for:

• Your pricing,

• Your sales process,

• Your follow-up,

• Your service quality,

• Your internal operations, and

• Whether the lead becomes a paying customer.

3.3 “Extra Service” Remedy (Pilot Program Only).

If, during a Pilot Program, we do not achieve any meaningful traction (e.g., no notable increase in inquiries, leads, or relevant traffic compared to your starting point), then at our discretion, we may:

Extend the Pilot Program with up to an additional two (2) weeks of service at no extra management fee.

This extension is:

• The exclusive remedy for dissatisfaction with Pilot Program performance,

• Not a guarantee of any specific result, and

• Not an obligation to continue if you violate these Terms or fail to cooperate.

No cash refunds are provided.

5. Advertising Platforms and Compliance.

5.1 Platform Rules.

We operate under the rules of each platform (Meta, Google, etc.) These platforms can:

• Reject ads,

• Restrict targeting,

• Disable accounts, and

• Change policies at anytime.

We do not control these platforms and a are not liable if:

• Ads are rejected,

• Accounts are restricted or banned, or

• Results change due to algorithm or policy changes.

5.2 Content and Claims.

We will rely on information you provide about your services. You are responsible for:

• Ensuring that all claims are accurate and not misleading, and

• Not asking us to make false, illegal, or non-compliant claims.

We may refuse to run any ad we believe is misleading, unethical, or violates platform policies.

5.3 Ownership of Ad Accounts.

Unless otherwise agreed:

• Ad accounts and business pages usually remain your property.

• Ad copy, creative concepts, targeting structures, and campaign architecture we create are part of our intellectual property (See Section 6), but you may continue using campaigns we leave in your account after our engagement ends.

6. Intellectual Property.

6.1 Your IP.

You retain all rights to:

• Your logos, branding, and content you provide,

• Your website, booking systems, and internal materials.

You grant us a limited, non-exclusive license to use this material solely for performing our services.

6.2 Our IP.

We retain all rights to:

• Our strategies, frameworks, methodologies,

• Ad templates, copywriting structures, and audience research,

• Any documents, SOPs, or systems we create.

You may use the campaigns we set up during our engagement, but you may not:

• Resell or repackage our systems,

• Represent our frameworks as your own agency offering,

• Teach or license our internal methods to others.

7. Confidentiality.

7.1 Mutual Confidentiality.

Both parties agree to keep each other’s non-public business information confidential, including:

• Pricing,

• Strategies,

• Performance data,

• Customer lists,

• Internal processes.

7.2 Exceptions.

Confidentiality does not apply to:

• Information already public without breach,

• Information independently developed without reference to the confidential info,

• Information required to be disclosed by law or court order.

8. Disclaimers.

8.1 Not Financial, Tax, or Legal Advice.

The Black Diamond Marketing Agency is not providing:

• Financial advice,

• Tax advice,

• Legal advice,

• Investment advice.

Any discussion of “potential revenue”, “ROI”", “Profit”, or similar concepts is purely illustrative and not a promise or guarantee. You should consult your own professional advisors.

8.2 No Guarantee of Business Success.

We do not guarantee:

• That your business will grow,

• That you will make a certain amount of money,

• That advertising will be profitable,

• That you will secure any particular number of clients or jobs.

Advertising is experimental by nature and carries risk.

9. Limitation of Liability.

To the fullest extent permitted by law:

9.1 Indirect Damages Excluded.

Black Diamond will not be liable for any:

• indirect, incidental, special, or consequential damages,

• Loss of profits,

• Loss of revenue,

• Loss of business opportunities,

• Loss of goodwill, even if we have been advised of the possibility of such damages.

9.2 Cap on Direct Damages.

Our total liability to you for any claim arising out of or relating to these Terms or our services (whether in contract, tort, or other wise) is limited to the total amount you paid to us for services in the thirty (30) days prior to the event giving rise to the claim.

9.3 Client Indemnity.

You agree to indemnify and hold Black Diamond Marketing harmless from any claims, damages, losses, or expenses (including reasonable attorneys’ fees) arising out of:

• Your business operations,

• Your interactions with your customers,

• Your violation of any law or regulation,

• Your breach of these Terms.

10. Early Termination.

10.1 Pilot Program Term.

The Pilot Program begins when we confirm your payment and have the minimum required access/details, and ends at the end of the agree Pilot Period (plus any extra service extension, if applicable). The 30 day term begins on the first day that ads officially go live.

10.2 Retainer Term.

Retainer Services (Black Diamond+) will run month-to-month or for a defined contract period as agreed. Either party may terminate at the end of the current billing period with written notice, unless otherwise stated in a separate written agreement.

10.3 Early Termination.

We may suspend or terminate services immediately if:

• You fail to pay on time,

• You repeatedly delay approvals or access,

• You request or insist on unethical or non-compliant actions,

• You mutually breach these Terms.

No refunds will be issues for early termination caused by your breach.

10.4 Call Rescheduling.

If you need to reschedule a call (discovery or onboarding), please give at least 24 Hours notice. If you repeatedly miss or cancel calls, we reserve the right to proceed based on available information or delay campaign launch.

11. Governing Law and Dispute Resolution.

11.1 Governing Law.

These terms are governed by the laws of the State of Georgia, USA, without regard to its conflict of law principles.

11.2 Good Faith Resolution.

If a dispute arises, both parties agree to first attempt to resolve it in good faith via written communication and a meeting (virtual or in-person) before considering formal legal action.

11.3 Venue.

If legal action is necessary, the exclusive venue will be the state or federal courts located in or nearest to Gwinnett County, Georgia, unless otherwise required by law.

12. Miscellaneous.

12.1 Entire Agreement.

These Terms, together with any specific written proposals, invoices, or email confirmations, make up the entire agreement between us for the services described and supersede any prior discussions.

12.2 Amendments.

We may update these Terms form time to time. The version in effect at the time of your payment applies to that specific purchase. Material changes for ongoing retainers will be communicated to you.

12.3 Severability.

If any part of these Terms is found unenforceable, the rest remains in full force.

12.4 No Waiver.

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

The Black Diamond Marketing Agency

Atlanta, Georgia

December 6th, 2025