Last Updated: April 6, 2026
This agreement (the “Terms and Conditions”) is made between Top Roof Marketing, LLC, an Ohio limited liability company doing business as Top Roof Marketing and Top Jump Marketing (collectively referred to as “TMB,” “we,” “us,” or “our”), located at 1130 E. Main St. #165, Ashland, OH 44805, and the client (“Client,” “you,” or “your”).
Client hereby subscribes to, and TMB agrees to provide, services to Client in accordance with the terms and subject to the conditions set forth in these Terms and Conditions, including those set forth below.
SECTION 1: DEFINITIONS
1.1. Client. “Client” means the company, person(s), or entity contracting with TMB for advertising, marketing, consulting, website, direct mail, or related services.
1.2. Services. “Services” means the products and services ordered by Client under a Service Agreement and made available by TMB.
1.3. Service Agreement. “Service Agreement” means an invoice submitted by TMB or another document signed by TMB specifying the Services to be provided, including any supplements or modifications thereto. By entering into a Service Agreement, Client agrees to be bound by these Terms and Conditions as if Client were an original party hereto.
1.4. Purchased Services. “Purchased Services” means Services purchased by Client or Client’s Affiliate under a Service Agreement.
1.5. Affiliate. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
SECTION 2: FEES AND PAYMENT PROCEDURES
2.1. Fees. Client will pay all fees specified in Service Agreements. Except as otherwise specified in these Terms and Conditions or in a Service Agreement, (a) fees are based on Services purchased and not actual usage, (b) payment obligations are non-cancelable, and (c) fees paid are non-refundable unless otherwise stated in writing.
2.2. Invoicing and Payment. Client will provide valid and updated credit card information when requested. Client authorizes TMB to charge such credit card for all Purchased Services listed in the applicable Service Agreement for the initial term and any renewal term as set forth herein. If a Service Agreement specifies another payment method, TMB will invoice Client in accordance with that Service Agreement. Unless otherwise stated in writing, invoiced charges are due upon receipt. Client is responsible for providing complete and accurate billing and contact information and for notifying TMB of any changes.
2.3. Overdue Charges. If any invoiced amount is not received by the due date, then without limiting any other rights or remedies, such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is less.
2.4. Suspension of Service and Acceleration. If any amount owed by Client under this or any other agreement for TMB’s services is thirty (30) or more days overdue, or ten (10) or more days overdue in the case of amounts Client has authorized TMB to charge to a credit card, TMB may, without limiting its other rights and remedies, accelerate Client’s unpaid fee obligations so that all such obligations become immediately due and payable and suspend Services until such amounts are paid in full.
TMB’s Services may include paying or coordinating third-party service providers such as domain registrars, domain service providers, hosting companies, email service providers, ad platforms, software providers, plug-in providers, mailing vendors, or other providers involved in delivering Services. TMB will give Client at least ten (10) days’ prior notice that the account is overdue before suspending Services. Any overdue payments not received within thirty (30) days after such notice may be assigned to a third-party collection agency and may be reported to applicable credit reporting agencies where permitted by law.
2.5. No Waiver. Any failure by TMB to exercise or enforce any right under these Terms and Conditions shall not constitute a waiver of that right or any other right.
2.6. Taxes. Fees do not include taxes, levies, duties, or similar governmental assessments of any nature, including sales, use, or withholding taxes (collectively, “Taxes”). Client is responsible for paying all Taxes associated with its purchases. If TMB has a legal obligation to pay or collect Taxes for which Client is responsible, TMB will invoice Client and Client will pay that amount unless Client provides a valid tax exemption certificate.
2.7. Future Functionality. Client agrees that purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written statements made by TMB regarding future functionality, features, updates, compatibility, maintenance, security improvements, or similar matters, unless expressly stated in writing in a Service Agreement.
2.8. Direct Mail. Due to changing postage rates, NCOA expiration periods, mailing regulations, and other factors, each direct mail campaign or mailing piece must be dropped within ninety (90) days of the invoice issuance date unless otherwise agreed in writing. If mailing pieces are not dropped within that time, TMB may, at its discretion, offer to return unused materials to Client and refund postage paid in advance that has not already been committed or spent. Client acknowledges that third-party mailing data may contain inaccuracies and that delivery to all intended recipients is not guaranteed.
SECTION 3: OUR RESPONSIBILITIES
3.1. Provision of Purchased Services. TMB will provide the Purchased Services pursuant to these Terms and Conditions and the applicable Service Agreement. TMB will provide its standard support for the Purchased Services unless otherwise stated in writing. TMB shall not be responsible for any delay or failure caused by circumstances beyond its reasonable control, including acts of God, government action, inflation, flood, fire, earthquake, civil unrest, terrorism, labor issues, Internet service interruptions, platform outages, cyberattacks, denial of service attacks, or failures of third-party providers.
3.2. Protection of Your Data. TMB will maintain reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Client data in TMB’s possession. Such safeguards include measures intended to prevent unauthorized access, use, modification, or disclosure except (a) to provide the Purchased Services, (b) to prevent or address service or technical problems, (c) as compelled by law, (d) as part of delivering Services to Client, (e) as part of marketing TMB’s own Services using work product, campaign examples, anonymized data, screenshots, or non-confidential portions of deliverables unless Client has requested otherwise in writing, or (f) as Client expressly permits in writing.
3.3. Personnel. TMB will be responsible for the performance of its personnel, subject to the limitations and disclaimers in these Terms and Conditions.
3.4. No Guarantee of Results. TMB does not guarantee any specific results, including but not limited to search engine rankings, lead volume, traffic increases, ad performance, conversion rates, sales, or return on investment. Marketing and advertising outcomes are influenced by numerous factors outside TMB’s control, including competition, budgets, market conditions, platform algorithms, customer behavior, and third-party policies.
SECTION 4: SMS / TEXT MESSAGING SERVICES
4.1. Purpose and Scope. If SMS or text messaging is used as part of the Services, such communications are intended solely for communication between TMB and Client unless expressly agreed otherwise in writing in a Service Agreement. Permitted uses may include operational updates, service notifications, appointment reminders, campaign performance information, lead delivery, and administrative communications.
4.2. Client Consent. Client consents to receive SMS communications from TMB at the phone number(s) provided by Client and represents that it has authority to receive such communications on behalf of its organization. Consent may be withdrawn by written notice to TMB. Standard messaging and data rates may apply.
4.3. No Guaranteed Delivery. Client acknowledges that SMS delivery depends on third-party messaging platforms, carrier networks, and regulatory requirements. TMB does not guarantee message delivery, timing, or availability and shall not be liable for delays, filtering, suspension, blocking, or non-delivery caused by third parties.
4.4. Suspension or Discontinuation. TMB reserves the right to modify, suspend, or discontinue SMS communications at any time if required by law, carrier rules, platform policies, or if continued SMS use could expose TMB to legal, regulatory, operational, or reputational risk. Such suspension or discontinuation shall not constitute termination of this Agreement or any Service Agreement.
4.5. Limitation of Use. SMS communications are provided as a convenience and are not intended to replace formal notices required under this Agreement unless expressly stated otherwise in writing.
SECTION 5: TERM AND TERMINATION
5.1. Term of Agreement. These Terms and Conditions commence on the date Client first accepts them and continue until all Services hereunder have expired or have been terminated as provided herein.
5.2. Term of Purchased Services. The term of each Purchased Service shall be as specified in the applicable Service Agreement. Except as otherwise specified in a Service Agreement, recurring Services will automatically renew for additional periods equal to the expiring service term or one year, whichever is shorter, unless either party gives notice of non-renewal at least thirty (30) days before the end of the relevant term. Pricing during any renewal term will remain the same as during the immediately prior term unless TMB has given written notice of a pricing increase at least thirty (30) days before the end of that prior term.
5.3. Termination for Cause. Either party may terminate these Terms and Conditions for cause upon thirty (30) days’ written notice to the other party of a material breach if such breach remains uncured at the expiration of that period, or immediately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
5.4. Refund or Payment upon Termination. If Client terminates these Terms and Conditions in accordance with Section 5.3, TMB will not refund any prepaid fees covering the remainder of the term of any Service Agreement unless otherwise required by law or expressly stated in writing. If TMB terminates these Terms and Conditions in accordance with Section 5.3, Client will pay any unpaid fees covering the remainder of the term of all applicable Service Agreements to the extent permitted by law. In no event will termination relieve Client of its obligation to pay any fees payable for the period prior to the effective date of termination. If these Terms and Conditions are a renewal of or replacement for a prior agreement, Client agrees that any right to receive unused funds, postage, credits, or deposits from the prior agreement is waived unless specifically addressed in writing in a current Service Agreement.
SECTION 6: CLIENT RESPONSIBILITIES
6.1. Timely Cooperation. Client is responsible for providing timely approvals, accurate information, necessary content, and access to accounts, platforms, systems, websites, and materials required for TMB to perform the Services. Delays caused by Client may impact timelines, deliverables, campaign performance, launch dates, and related results.
6.2. Accuracy of Materials. Client is solely responsible for the accuracy, legality, ownership, and appropriateness of all content, claims, offers, pricing, images, trademarks, testimonials, communications, and other materials supplied to TMB or approved by Client for use in the Services.
6.3. Third-Party Accounts and Access. TMB may manage or assist with third-party accounts on Client’s behalf, including website hosting, domains, advertising platforms, CRM tools, analytics platforms, social media profiles, business listings, or other services. Unless otherwise agreed in writing, Client remains the owner of its business accounts and is responsible for maintaining access credentials, security, and compliance with third-party terms. TMB is not responsible for loss of access, suspension, policy violations, or disruptions caused by Client actions or third-party decisions.
6.4. Platform Compliance. Client is responsible for complying with all applicable laws, regulations, and third-party platform policies, including but not limited to advertising policies, email marketing laws, data privacy laws, and messaging regulations. TMB shall not be responsible for account suspensions, ad disapprovals, or penalties resulting from Client’s non-compliance.
SECTION 7: LIMITATION OF LIABILITY
7.1. Limitation of Liability. TMB’s total aggregate liability arising out of or related to these Terms and Conditions or any Service Agreement, whether arising from a single incident or a series of related incidents, shall not exceed the total amount actually paid by Client to TMB for the specific Services giving rise to the claim during the twelve (12) months preceding the event giving rise to liability. The foregoing limitation applies whether an action is in contract, tort, strict liability, or otherwise, and regardless of the theory of liability. Nothing in this Section shall limit Client’s payment obligations.
7.2. Exclusion of Consequential and Related Damages. In no event shall TMB be liable for any lost profits, lost revenues, lost data, lost business opportunities, indirect, special, incidental, consequential, cover, exemplary, or punitive damages, whether in contract, tort, or otherwise, even if TMB has been advised of the possibility of such damages. The foregoing disclaimer shall not apply to the extent prohibited by law.
SECTION 8: NOTICES
8.1. Notices. Any notice or demand required or permitted under these Terms and Conditions shall be deemed sufficiently given if sent by certified mail, registered mail, recognized overnight courier, or email to the address or email address most recently provided by the receiving party, or to such other address as either party may designate by notice given in accordance with this Section.
SECTION 9: ASSIGNMENT
9.1. Assignment. Neither party may assign any of its rights or obligations under these Terms and Conditions without the other party’s prior written consent, which shall not be unreasonably withheld, except that either party may assign these Terms and Conditions in their entirety, without the other party’s consent, to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets. If a party is acquired by or undergoes a change of control in favor of a direct competitor of the other party, the non-assigning party may terminate these Terms and Conditions upon written notice. Subject to the foregoing, these Terms and Conditions shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.
SECTION 10: RECORDING AND AI PROCESSING
10.1. Recording and Analysis. TMB may record verbal and written communications between Client and TMB representatives, including employees, subcontractors, agents, and systems used in the delivery of Services. Such communications may be reviewed or analyzed using artificial intelligence tools for purposes such as quality assurance, training, service improvement, documentation, workflow automation, and security. By engaging with TMB, Client consents to such recording and analysis to the extent permitted by law.
SECTION 11: CONFIDENTIALITY
11.1. Definition of Confidential Information. “Confidential Information” means all information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Client’s Confidential Information includes Client data. TMB’s Confidential Information includes its Services, pricing, systems, processes, templates, strategies, methods, proposals, and internal business materials. Confidential Information does not include information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to disclosure without breach of any obligation, (c) is received from a third party without breach of any obligation, or (d) was independently developed by the Receiving Party.
11.2. Protection of Confidential Information. The Receiving Party will use at least reasonable care to protect the confidentiality of the Disclosing Party’s Confidential Information and will not use such Confidential Information for any purpose outside the scope of these Terms and Conditions except as permitted herein. The Receiving Party may disclose Confidential Information only to its employees, contractors, advisors, Affiliates, or service providers who need such access for purposes consistent with these Terms and Conditions and who are bound by confidentiality obligations no less protective than those set forth herein.
11.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information to the extent compelled by law, provided that, to the extent legally permitted, it gives the Disclosing Party prior notice and reasonable assistance at the Disclosing Party’s expense if the Disclosing Party wishes to contest the disclosure.
SECTION 12: WARRANTIES AND DISCLAIMERS
12.1. Representations. Each party represents that it has validly entered into these Terms and Conditions and has the legal power and authority to do so.
12.2. Limited Warranty. TMB warrants that it will provide Services in a professional and workmanlike manner consistent with general industry standards. Client’s exclusive remedy for a breach of this warranty shall be, at TMB’s option, re-performance of the affected Services or termination of the applicable Service Agreement.
12.3. Disclaimer of Other Warranties. Except as expressly provided herein or in a Service Agreement, TMB makes no warranties of any kind, whether express, implied, statutory, or otherwise, and specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose, title, or non-infringement, to the maximum extent permitted by law.
12.4. Third-Party Service Disclaimer. TMB makes no guarantees, representations, or warranties regarding the compatibility, functionality, availability, or performance of its Services with any third-party systems, services, platforms, plug-ins, APIs, software, domains, hosting environments, advertising platforms, analytics systems, CRM systems, social platforms, email service providers, or other technologies. Client acknowledges that integration or continued compatibility with third-party services may be impacted by updates, outages, policy changes, suspensions, pricing changes, discontinuations, or other actions by such third parties, and TMB shall not be responsible for any resulting disruption, malfunction, inaccessibility, loss, or damages.
12.5. Website, SEO, Advertising, and Platform Disclaimer. TMB does not warrant uninterrupted website availability, indexing by search engines, ad approval, ad delivery, platform reach, inbox placement, local listing visibility, map placement, social media reach, or compatibility with all browsers, devices, themes, plug-ins, or future software versions unless specifically stated in writing.
SECTION 13: OWNERSHIP AND INTELLECTUAL PROPERTY
13.1. Client Ownership of Final Deliverables. Upon full payment of all amounts due, Client shall own the final deliverables specifically created for Client under a Service Agreement, except for third-party materials, licensed assets, stock items, software, tools, or components subject to separate license terms.
13.2. TMB Ownership of Internal Materials. TMB retains all rights, title, and interest in and to its internal processes, templates, frameworks, systems, methodologies, prompt structures, automation logic, know-how, libraries, reusable code, design systems, pricing models, training materials, and other proprietary materials used to provide the Services, even if incorporated into or used in connection with Client work, unless expressly transferred in writing.
SECTION 14: GOVERNING LAW AND JURISDICTION
14.1. Governing Law. These Terms and Conditions shall be governed by, construed, and enforced in accordance with the laws of the State of Ohio, without regard to its conflict of laws principles.
14.2. Venue. Any claims, disputes, or causes of action arising out of or relating to these Terms and Conditions or any Service Agreement shall be brought exclusively in the state or federal courts located in Ohio, and the parties consent to the exclusive jurisdiction and venue of such courts.
SECTION 15: SEVERABILITY AND CONSTRUCTION
15.1. Severability. If any provision of these Terms and Conditions is determined to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect so long as the essential terms remain valid, binding, and enforceable.
15.2. Order of Precedence. In the event of any conflict between these Terms and Conditions and a Service Agreement, the terms of the applicable Service Agreement shall control with respect to that conflict.
SECTION 16: MODIFICATIONS
16.1. Updates to Terms. TMB reserves the right to update or modify these Terms and Conditions from time to time. Any updates will be posted on TMB’s website and will be effective as of the “Last Updated” date listed at the top of this document.
16.2. Continued Use. Client’s continued use of Services after such updates constitutes acceptance of the revised Terms and Conditions. Client is responsible for reviewing the most current version of these Terms and Conditions.
SECTION 17: INDEMNIFICATION
17.1. Client Indemnification. Client agrees to indemnify, defend, and hold harmless TMB and its officers, directors, employees, contractors, agents, Affiliates, successors, and assigns (collectively, the “Indemnified Parties”) from and against any and all claims, demands, actions, damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees (collectively, “Claims”), arising out of or related to (a) Client’s content, materials, data, emails, offers, representations, or services, (b) any materials supplied, approved, or directed by Client, (c) Client’s breach of these Terms and Conditions or any Service Agreement, or (d) Client’s violation of applicable law or third-party rights.
17.2. Defense and Reimbursement. Client agrees to promptly reimburse the Indemnified Parties for all costs and expenses, including attorneys’ fees, incurred in connection with the investigation, defense, or settlement of any Claim, whether or not such Indemnified Party is formally named in the proceeding.
17.3. Settlement Restrictions. Client shall not settle, compromise, or consent to the entry of any judgment relating to any Claim without the prior written consent of TMB, unless such settlement includes a full and unconditional release of all Indemnified Parties from all liability arising out of such Claim.
17.4. Contribution. If indemnification is unavailable or insufficient for any reason, Client agrees to contribute to the total losses, liabilities, and expenses in an amount equal to the portion for which indemnification would otherwise have applied, except to the extent such Claims are finally determined by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of an Indemnified Party.
17.5. No Guarantee of Results. Client acknowledges that TMB provides marketing, advertising, consulting, and technology services only, and that TMB makes no assurances regarding response rates, lead generation, search rankings, campaign performance, or business outcomes.
17.6. Survival. The indemnification obligations set forth in this Section shall survive the completion, expiration, or termination of these Terms and Conditions and any Service Agreement.
