Terms of Service

Effective Date:01-01-2025

Last Updated: 01-01-2025

These Master Terms of Service (“Terms” or “Agreement”) govern the provision of digital marketing, advertising, creative, consulting, technology, analytics, website, and related services by Softline Solutions LLC doing business as Softline Solutions (“Softline,” “Company,” “we,” “us,” or “our”), to the client identified in an applicable proposal, order form, statement of work, invoice, or other ordering document (“Client,” “you,” or “your”).

These Terms apply to business customers purchasing services primarily for commercial purposes. They are not intended to govern personal, family, or household purchases unless Softline expressly agrees otherwise in writing.

By signing a proposal or Statement of Work, electronically accepting an order, completing an online purchase, authorizing work, paying an invoice, or using the Services after receiving these Terms, Client agrees to be bound by this Agreement.

1. CONTRACT STRUCTURE

The parties’ agreement may consist of:

These Master Terms of Service;
One or more signed proposals, order forms, insertion orders, or Statements of Work (“SOW”);
Approved change orders;
Any applicable data-processing, confidentiality, platform, hosting, or service-specific addendum; and
Any expressly incorporated pricing schedule.

If there is a conflict, the following order of precedence applies:

A signed amendment or change order;
A signed SOW or proposal;
A service-specific or data-processing addendum;
These Terms; and
An invoice, purchase order, or other administrative document.

Client purchase-order terms, vendor-portal terms, or similar unilateral terms do not modify this Agreement unless Softline expressly accepts them in a writing signed by an authorized Softline representative.

2. SERVICES

Softline may provide one or more of the following services:

Paid search and pay-per-click advertising;
Paid social media advertising;
Programmatic, display, connected television, video, audio, and other media;
Search engine optimization;
Local search and reputation-management services;
AI-search and generative-engine optimization;
Organic social media strategy and management;
Content strategy, copywriting, design, and creative production;
Landing-page and website strategy, design, development, maintenance, and hosting;
Conversion-rate optimization;
Email, SMS, lifecycle, and inbound marketing;
Analytics, attribution, reporting, call tracking, and tag management;
Franchise, multi-location, and cooperative marketing;
Marketing consulting, audits, research, training, and advisory services; and
Other services described in an SOW.

The applicable SOW will define the purchased Services, deliverables, assumptions, timing, fees, media budgets, included revision rounds, and material Client dependencies.

Softline retains professional discretion over its staffing, workflow, optimization methodology, tools, platforms, and implementation approach, provided that the Services remain materially consistent with the applicable SOW.

3. STATEMENTS OF WORK AND CHANGE CONTROL

Services outside the applicable SOW are not included.

A change in any of the following may require a written change order and additional fees:

Deliverables;
Number of locations, brands, products, campaigns, platforms, websites, pages, or accounts;
Media budget;
Reporting or meeting frequency;
Creative volume;
Target markets;
Project schedule;
Compliance requirements;
Integrations or data sources;
Revision rounds;
Client technology or platform environment; or
Required personnel or service level.

Softline may provide a written estimate or change order before beginning additional work. Client approval by email, electronic signature, payment, or written direction to proceed constitutes authorization.

Minor operational changes that do not materially alter scope may be handled without a formal change order.

4. CLIENT RESPONSIBILITIES

Client will:

Provide accurate, complete, and timely information;
Provide required account access, credentials, administrative permissions, brand assets, tracking access, product information, and technical support;
Designate an authorized primary contact;
Review and respond to approvals and information requests promptly;
Maintain sufficient advertising and platform budgets;
Maintain legally compliant products, services, licenses, websites, privacy notices, consent mechanisms, refund policies, and business practices;
Ensure that all claims, prices, promotions, guarantees, testimonials, disclosures, and offers supplied or approved by Client are accurate and substantiated;
Obtain all required rights, licenses, permissions, releases, and consents for materials supplied to Softline;
Maintain the security of Client-controlled accounts and credentials;
Avoid making uncoordinated changes that may interfere with the Services; and
Inform Softline promptly of legal, regulatory, platform, reputation, security, operational, or business changes that may affect the Services.

Client remains responsible for its business decisions, sales process, staffing, inventory, pricing, fulfillment, customer service, call handling, lead follow-up, website functionality, regulatory compliance, and conversion of inquiries into customers.

Softline may rely on information and approvals provided by Client and is not required to independently verify them unless verification is expressly included in the SOW.

5. AUTHORIZED CLIENT REPRESENTATIVES

Softline may rely on instructions, approvals, and representations received from Client’s designated contacts, executives, employees, contractors, or agents who reasonably appear authorized.

Client is responsible for promptly notifying Softline when an individual’s authority changes.

Unless Client limits authority in writing, Client’s primary contact may approve campaigns, budgets, creative changes, and additional work on Client’s behalf.

6. APPROVALS AND CLIENT DELAYS

Unless the SOW provides otherwise, Client will provide approvals, feedback, access, and requested materials within five business days.

If Client does not respond within that period, Softline may:

Extend the timeline;
Reallocate assigned personnel;
Proceed using the most recent approved strategy or information;
Pause affected work;
Treat a deliverable as approved for scheduling purposes; or
Invoice reserved capacity and work already performed.

Softline will not be responsible for delays, missed deadlines, reduced performance, media inefficiency, or additional costs caused by Client delay, incomplete information, unavailable personnel, third parties controlled by Client, or lack of access.

If a project is inactive because of Client delay for more than 30 days, Softline may require a revised schedule, change order, reactivation fee, or new deposit before work resumes.

7. TERM

This Agreement begins when first accepted and continues while any SOW or unpaid obligation remains outstanding.

Each SOW will have one of the following service terms:

A month-to-month term;
A defined project term;
A minimum initial term; or
Another term expressly identified in the SOW.

Unless the SOW states otherwise, recurring Services continue month-to-month after any initial term until properly canceled.

8. AUTOMATIC RENEWAL

Where an SOW provides for automatic renewal, Softline will clearly disclose:

The renewal frequency;
The amount or method for calculating recurring charges;
Any initial minimum term;
The cancellation process; and
Any material renewal or price-change terms.

Client authorizes Softline to charge recurring fees to the approved payment method until cancellation becomes effective.

Softline will provide any renewal, price-change, or cancellation notices required by applicable law.

Where legally required, Client may cancel through a method substantially similar to the method used to enroll.

9. CANCELLATION BY CLIENT

Unless the SOW states otherwise, Client may cancel month-to-month Services by providing at least 30 days’ written notice to:

Email: cs at softline solutions dot com

The cancellation notice must identify the Client, affected Services, and the requested effective date of cancellation.

Cancellation is effective at the end of the applicable 30-day notice period. Fees, media commitments, software charges, and approved third-party costs incurred during the notice period remain payable.

Verbal notice to an account manager does not constitute formal cancellation unless Softline confirms it in writing.

No prorated refund or credit is provided for a partial billing period unless required by law or expressly approved by Softline.

10. MINIMUM-TERM SERVICES AND EARLY TERMINATION

If an SOW includes a minimum term, Client has committed to purchase the Services for that term in exchange for Softline’s staffing commitments, onboarding investment, reserved capacity, pricing, or other commercial consideration.

Unless prohibited by law or modified in the SOW, Client may terminate a minimum-term SOW early by paying:

All fees and costs accrued through the termination date;
Fees during any required notice period;
Noncancelable media, software, vendor, production, or third-party commitments;
Any waived or discounted setup, strategy, onboarding, or implementation fees; and
An early-termination fee equal to the lesser of:
Twenty-five percent of the recurring professional fees remaining in the minimum term; or
Three months of the then-current recurring professional fees.

The parties agree that the early-termination fee is intended to reasonably compensate Softline for committed resources, unrecovered onboarding expense, displacement of other work, pricing concessions, and administrative costs. It is not intended as a penalty.

The applicable SOW may specify a different early-termination formula when commercially justified and conspicuously disclosed.

11. TERMINATION OR SUSPENSION BY SOFTLINE

Softline may suspend or terminate Services immediately or upon written notice if:

Client fails to make payment when due;
Client materially breaches this Agreement;
Client fails to provide required access or cooperation;
Client’s conduct is abusive, threatening, harassing, unlawful, fraudulent, deceptive, or reputationally harmful;
Client requests or approves conduct that may violate law, professional standards, intellectual-property rights, or platform policies;
Continued performance creates a cybersecurity, privacy, regulatory, financial, sanctions, or reputational risk;
Client’s business, product, service, or account becomes prohibited or materially restricted by a platform;
Client becomes insolvent, ceases operations, files bankruptcy, or makes an assignment for creditors; or
Softline reasonably determines that the engagement is no longer operationally or commercially viable.

Where reasonably practicable, Softline will provide an opportunity to cure a remediable breach.

Suspension does not eliminate Client’s obligation to pay fees for reserved capacity, completed work, active software, third-party commitments, or the required notice period.

Softline may terminate a month-to-month SOW for convenience with 30 days’ written notice.

12. FEES

Client will pay the fees stated in the applicable SOW, approved change order, pricing schedule, or invoice.

Fees may include:

Monthly retainers;
Flat management fees;
Percentage-of-media fees;
Setup and onboarding fees;
Project fees;
Hourly fees;
Creative-production fees;
Technology, software, platform, hosting, data, or licensing fees;
Media and advertising spend;
Travel and approved expenses;
Rush or after-hours charges;
Transaction or payment-processing fees where lawful;
Vendor pass-through costs; and
Taxes.

Media spend, platform charges, software fees, photography, video production, talent, print, mailing, stock assets, premium plugins, domains, hosting, data licensing, call tracking, and other third-party expenses are excluded unless expressly included.

13. STANDARD ADMINISTRATIVE AND OUT-OF-SCOPE RATES

Unless a different amount appears in the SOW:

Standard strategic, account-management, creative, or out-of-scope work: $225 per hour;
Technical development, analytics, tracking, integration, or engineering work: $250 per hour;
Executive consulting or senior advisory services: $325 per hour;
Rush, holiday, weekend, or after-hours work: 150% of the applicable hourly rate;
Account reactivation following suspension: $250 minimum;
Account transition, migration, historical-data organization, or extraordinary offboarding assistance: $225 per hour;
Domain transfer administration: $199 plus third-party costs;
Returned payment or rejected ACH fee: $35 plus actual third-party charges;
Approved travel: actual cost plus applicable professional time;
Software, technology, data, licensing, or other third-party costs purchased by Softline: cost plus a disclosed administrative fee of up to 10%;
Media advanced by Softline with prior written approval: media cost plus a disclosed administrative fee of up to 5%.

These rates may be replaced by a current signed rate card or SOW.

14. MEDIA BUDGETS AND PERCENTAGE-BASED FEES

Advertising budgets are separate from Softline’s professional or management fees unless expressly stated otherwise.

When fees are calculated as a percentage of media spend, the calculation will be based on one or more of the following, as specified in the SOW:

Actual gross platform spend;
Committed media budget;
Invoiced media;
Managed media;
Media purchased through Softline; or
A minimum monthly management fee.

Platform credits, promotional credits, make-goods, refunds, invalid-click credits, taxes, and platform surcharges will be treated as specified in the SOW.

Client acknowledges that advertising platforms may pace, accelerate, delay, or exceed daily budgets under their own systems. Softline will use commercially reasonable efforts to manage toward approved monthly or campaign budgets but does not guarantee exact daily delivery.

Softline will not materially increase the approved monthly media budget without Client authorization, except where the Client has granted written budget-flexibility authority.

15. BILLING AND PAYMENT

Unless the SOW states otherwise:

Recurring professional fees are billed monthly in advance;
Media and third-party expenses may be billed in advance;
Project fees may require a 50% deposit, with the balance due at milestones or before release;
Hourly and reimbursable expenses may be billed in arrears;
Invoices are due upon receipt and no later than 15 calendar days after the invoice date; and
Client must maintain a valid payment method on file for recurring Services.

Client authorizes Softline and its payment processor to charge approved recurring fees, media, third-party costs, taxes, and other amounts due under the applicable SOW.

Payments will be applied first to collection costs, interest, oldest outstanding invoices, and then current charges, unless applicable law requires otherwise.

16. INVOICE DISPUTES

Client must notify Softline in writing of a good-faith invoice dispute within 15 days after the invoice date.

The notice must identify:

The invoice;
The disputed amount;
The specific basis for the dispute; and
Supporting documentation.

Client will timely pay all undisputed amounts.

Failure to dispute an invoice within 15 days constitutes acceptance of the invoice, except for manifest billing errors or rights that cannot legally be waived.

The parties will work in good faith to resolve properly submitted disputes.

17. LATE PAYMENTS

Past-due balances may accrue a late charge equal to the lesser of:

One percent per month; or
The maximum amount permitted by applicable law.

Softline may also recover reasonable collection costs, court costs, processor fees, and attorneys’ fees where permitted by this Agreement and applicable law.

Softline may suspend Services when an invoice is more than five days past due after written notice.

Client remains responsible for performance impacts, lost data, paused campaigns, platform disruption, reactivation expenses, or missed opportunities resulting from a payment-related suspension.

18. CHARGEBACKS AND PAYMENT REVERSALS

Client will not initiate a chargeback or payment reversal for a properly invoiced amount without first providing Softline written notice and a reasonable opportunity to address the dispute.

An unauthorized or unsuccessful chargeback does not eliminate the Client’s payment obligation.

Client will reimburse Softline for:

The reversed amount;
Actual payment-processor or banking fees;
Reasonable documented administrative costs, not to exceed $150 per occurrence; and
Reasonable collection expenses.

Nothing in this section limits any nonwaivable right to dispute fraudulent or unauthorized charges.

19. TAXES

Fees do not include sales, use, excise, digital-services, gross-receipts, value-added, withholding, or similar taxes unless expressly stated.

Client is responsible for applicable taxes associated with the Services, excluding taxes based on Softline’s net income.

If Client claims an exemption, Client must provide valid exemption documentation before invoicing.

20. PRICE ADJUSTMENTS

Softline may adjust recurring professional fees after an initial term by providing at least 30 days’ written notice.

Unless Client agrees otherwise, an annual adjustment will not exceed five percent in any 12-month period.

Larger adjustments may be made when:

Scope or service volume changes;
Media spend materially increases;
Vendor or software costs increase;
Regulatory or compliance requirements change;
Client adds brands, locations, markets, websites, products, or platforms;
Client requires additional reporting, meetings, creative, integrations, or service levels; or
The parties execute a revised SOW.

If Client does not accept a non-contractual price increase, Client may cancel the affected month-to-month Services before the increase takes effect, subject to any existing notice period.

21. REFUNDS AND CREDITS

Except as expressly provided in an SOW or required by law:

Setup, onboarding, strategy, audit, consulting, production, media-management, technology, and recurring service fees are nonrefundable once work, staffing, licensing, or capacity has been committed;
Media and third-party costs are nonrefundable once committed or incurred;
Softline does not provide refunds based solely on marketing performance, subjective dissatisfaction, platform changes, market conditions, business outcomes, or Client delay; and
No refund or credit is available for unused Client capacity during a billing period.

If Softline materially fails to provide a contracted deliverable and does not cure the failure within a reasonable period after written notice, Client’s exclusive financial remedy will be, at Softline’s option:

Reperformance;
A reasonable service credit; or
A prorated refund of fees specifically allocable to the undelivered portion.

22. THIRD-PARTY PLATFORMS AND SERVICES

The Services may depend on third-party platforms, including search engines, advertising networks, social networks, analytics providers, hosting providers, content-management systems, artificial-intelligence tools, software vendors, telecommunications providers, and payment processors.

Client agrees to comply with applicable third-party terms and policies.

Softline does not control and is not responsible for:

Platform outages;
Algorithm changes;
Auction conditions;
Policy changes;
Account suspensions or restrictions;
Ad or content disapprovals;
Tracking limitations;
Cookie or device restrictions;
Data discrepancies;
API changes;
Loss of platform features;
Cyber incidents affecting third parties;
Platform billing errors; or
Third-party acts or omissions.

Softline will use commercially reasonable efforts to assist with issues within the purchased scope but does not guarantee reinstatement, approval, access, data recovery, or correction by a third party.

23. ACCOUNT OWNERSHIP AND ACCESS

Unless otherwise stated in the SOW:

Client owns advertising, analytics, social, merchant-center, CRM, call-tracking, domain, website, and other business accounts created specifically for Client and paid for by Client;
Client owns Client-specific first-party data contained in those accounts;
Softline may maintain manager, partner, administrator, or delegated access while providing Services;
Softline may create campaigns and configurations through its manager or agency accounts where operationally appropriate;
Client may not remove Softline’s required access during an active engagement without coordinating a transition; and
Softline may remove its access after termination and payment of outstanding amounts.

Where an account cannot be transferred because of platform limitations, Softline will reasonably cooperate in providing available Client-specific exports or recreating access, subject to payment of applicable transition fees.

Softline is not required to transfer its master agency accounts, proprietary tools, platform certifications, billing profiles, partner relationships, internal dashboards, aggregate benchmarks, or unrelated client data.

24. DOMAINS AND HOSTING

Whenever practicable, domains should be registered in Client’s name using Client-controlled credentials.

If Softline registers a domain for Client:

Client will reimburse all registration and renewal costs;
Softline may remain the administrative or technical contact during the engagement;
Client will own the domain after payment of all domain-related and outstanding fees;
Softline will reasonably cooperate with transfer requests;
A standard domain-transfer administration fee of $199 may apply, plus third-party costs; and
Extraordinary recovery, dispute, expired-domain, or registrar work will be billed at applicable hourly rates.

Client is responsible for reviewing and maintaining domain-registration information.

Hosting, maintenance, backups, security monitoring, updates, and uptime obligations apply only if expressly included in an SOW.

25. INTELLECTUAL PROPERTY

25.1 CLIENT MATERIALS

“Client Materials” means trademarks, logos, product information, photographs, video, copy, data, credentials, software, designs, customer information, and other materials supplied by or on behalf of Client.

Client retains ownership of Client Materials.

Client grants Softline a worldwide, nonexclusive, royalty-free license to use, reproduce, modify, display, transmit, and distribute Client Materials solely as reasonably necessary to provide the Services.

25.2 SOFTLINE BACKGROUND MATERIALS

“Softline Background Materials” means all materials, methodologies, processes, templates, systems, software, scripts, code libraries, automation, workflows, know-how, campaign frameworks, taxonomies, research methods, dashboards, reporting structures, prompts, checklists, models, and intellectual property:

Developed before the engagement;
Developed independently of Client;
Used across multiple clients;
Constituting general skills or know-how; or
Not created exclusively as a paid Client deliverable.

Softline retains all rights in Softline Background Materials.

25.3 CLIENT DELIVERABLES

Upon full payment, Client owns the final, Client-specific deliverables expressly identified in the SOW as “work product” or “Client deliverables,” excluding:

Softline Background Materials;
Third-party materials;
Stock assets;
Licensed fonts, plugins, software, templates, or data;
General concepts not selected or paid for;
Working files unless expressly included;
Internal drafts;
Research notes;
Unused concepts; and
Tools or components not unique to Client.

To the extent Softline Background Materials are embedded in a final deliverable, Softline grants Client a perpetual, nonexclusive, nontransferable license to use those embedded materials as part of the deliverable for Client’s internal business and marketing purposes.

25.4 UNUSED CONCEPTS AND WORKING FILES

Unless expressly included, Softline retains ownership of unused concepts, rejected designs, source files, editable working files, raw footage, project files, templates, and drafts.

Delivery of working files may require an additional fee and may remain subject to third-party license restrictions.

25.5 PORTFOLIO RIGHTS

Unless Client objects in writing based on confidentiality, regulatory, or pre-launch concerns, Softline may identify Client as a customer and display publicly released work, Client’s name, logo, and nonconfidential campaign examples in Softline’s portfolio, proposals, case studies, awards submissions, and marketing.

Performance metrics, confidential information, or nonpublic results will not be publicly disclosed without Client approval.

26. CLIENT WARRANTIES

Client represents and warrants that:

Client has authority to enter this Agreement;
Client Materials and Client’s products and services do not violate law or third-party rights;
Client has all necessary rights, releases, licenses, consents, and permissions;
Client’s advertising claims are truthful, not misleading, and adequately substantiated;
Client will honor advertised offers, promotions, guarantees, pricing, and refund commitments;
Client will provide legally required disclosures;
Client will comply with privacy, advertising, telemarketing, intellectual-property, accessibility, industry, licensing, consumer-protection, and unfair-competition laws;
Client will not use the Services to promote unlawful, deceptive, discriminatory, harmful, or prohibited activity; and
Client will not provide Softline with sensitive or regulated information unless necessary, authorized, and protected by an appropriate written addendum.

27. ADVERTISING CLAIMS, ENDORSEMENTS, REVIEWS, AND PROMOTIONS

Client is responsible for the legal sufficiency and substantiation of:

Health, financial, legal, environmental, performance, savings, superiority, pricing, earnings, and comparative claims;
Testimonials and endorsements;
Influencer relationships;
Before-and-after representations;
Ratings and review solicitations;
Sweepstakes, contests, giveaways, and promotions;
Disclosures of material connections;
Product availability;
Advertised discounts; and
Industry-specific disclosures.

Softline may request substantiation, qualifications, or disclosures and may refuse or pause content that Softline reasonably believes creates legal or platform risk.

Client’s approval of advertising confirms that Client has reviewed and approved its factual claims, pricing, legal disclosures, and offer terms.

Softline does not provide legal advice and does not replace review by Client’s attorney or compliance team.

28. EMAIL, SMS, CALLING, AND LEAD-GENERATION COMPLIANCE

Where Services involve email, text messages, calls, lead forms, remarketing, audience creation, or customer-data activation, Client is responsible for:

Obtaining legally sufficient consent;
Maintaining consent records;
Honoring opt-outs and suppression requests;
Maintaining do-not-call and unsubscribe procedures;
Providing required sender identification and disclosures;
Using compliant lists and data sources;
Ensuring that purchased or uploaded data was lawfully collected;
Complying with applicable telemarketing, email, privacy, and industry regulations; and
Approving campaign timing, content, targeting, and frequency.

Softline may require Client to use approved consent language or compliance procedures as a condition of service.

Client will not upload or direct Softline to use unlawfully obtained lists, scraped contact information, sensitive personal information, or data collected without required notice or consent.

29. PRIVACY AND DATA PROCESSING

Each party will comply with applicable privacy and data-protection laws in connection with its own activities.

Where Softline processes personal information on Client’s behalf, Softline will act as a service provider, contractor, processor, or comparable restricted recipient to the extent applicable.

Softline will:

Process personal information only to provide the contracted Services, for permitted business purposes, or as required by law;
Not sell or share Client personal information for cross-context behavioral advertising except as expressly directed by Client and legally permitted;
Not retain, use, or disclose personal information outside the direct business relationship except as permitted by law;
Limit access to personnel and subprocessors with a legitimate need;
Implement reasonable security procedures appropriate to the nature of the information;
Notify Client without unreasonable delay after confirming a security incident involving Client personal information;
Reasonably assist Client with legally required consumer requests, risk assessments, audits, investigations, or regulatory inquiries;
Require applicable subprocessors to protect personal information through written contractual obligations;
Delete or return Client personal information after termination when reasonably requested, except where retention is required by law, security, backup, dispute, or legitimate recordkeeping obligations; and
Inform Client if Softline can no longer meet applicable privacy obligations.

Client instructs Softline to process personal information as reasonably necessary to provide the Services described in the SOW.

For engagements involving material volumes of personal information, sensitive information, regulated data, custom audiences, healthcare information, financial information, minors, or international data, the parties will execute a separate Data Processing Addendum.

30. DATA SECURITY

Each party is responsible for security within its control.

Client will:

Use strong passwords and multifactor authentication where available;
Limit access privileges;
Remove former users promptly;
Maintain secure devices and systems;
Avoid transmitting credentials through insecure methods;
Maintain backups of Client-controlled data; and
Notify Softline promptly of suspected compromise.

Softline may require use of secure credential-sharing tools and may refuse to accept credentials by unencrypted email or text.

No system is completely secure. Softline does not guarantee that security incidents, unauthorized access, malware, or data loss will never occur.

31. ARTIFICIAL INTELLIGENCE AND AUTOMATION

Softline may use artificial-intelligence-assisted tools, machine learning, automation, and algorithmic platforms to support research, ideation, forecasting, optimization, reporting, content development, quality control, and operational efficiency.

Softline will maintain human review appropriate to the nature of the deliverable and will not knowingly submit Client Confidential Information or personal information to a public general-purpose AI system for model training unless Client authorizes the use or the provider contractually restricts such training.

AI-assisted outputs may contain inaccuracies, similarities to existing material, or other limitations. Client remains responsible for reviewing and approving final public-facing content, material claims, and regulated communications.

Unless expressly stated, Softline does not warrant that AI-assisted output is unique, registrable, copyrightable, or free from all third-party claims.

32. CONFIDENTIALITY

“Confidential Information” means nonpublic business, technical, financial, customer, personnel, strategic, pricing, security, campaign, and operational information disclosed by one party to the other.

The receiving party will:

Use Confidential Information only to perform or receive the Services;
Protect it using reasonable care;
Limit disclosure to personnel, contractors, advisors, and service providers with a need to know and confidentiality obligations; and
Not disclose it to third parties except as authorized or legally required.

Confidential Information does not include information that:

Is or becomes public without breach;
Was already lawfully known;
Is received lawfully from a third party without restriction;
Is independently developed without use of the other party’s information; or
Is approved for release.

If disclosure is legally required, the receiving party will provide advance notice when legally permitted.

These obligations continue for three years after disclosure, except that trade secrets and personal information remain protected for as long as legally required or qualifying as a trade secret.

33. PERFORMANCE DISCLAIMER

Digital marketing results are affected by numerous factors outside Softline’s control, including:

Competition;
Consumer demand;
Economic conditions;
Seasonality;
Client pricing and reputation;
Sales follow-up;
Website performance;
Inventory and staffing;
Platform algorithms;
Auction dynamics;
Tracking limitations;
Privacy restrictions;
Market changes;
Regulatory changes; and
Third-party policies.

Softline does not guarantee:

Search rankings;
Impressions;
Traffic;
Followers;
Engagement;
Leads;
Qualified leads;
Appointments;
Sales;
Revenue;
Customer-acquisition cost;
Cost per lead;
Return on ad spend;
Conversion rate;
Platform approval;
Account reinstatement; or
Any specific business outcome.

Forecasts, benchmarks, projections, budgets, timelines, and recommendations are estimates and not guarantees.

Softline will perform the Services professionally and in accordance with commercially reasonable agency practices.

34. SEO-SPECIFIC TERMS

Client acknowledges that search engines control indexing, crawling, rankings, visibility, snippets, algorithm updates, AI-generated search results, and manual actions.

Softline is not responsible for:

Preexisting penalties or manual actions;
Historical backlink activity;
Prior agency work;
Technical limitations;
Website migrations not controlled by Softline;
Hosting issues;
CMS restrictions;
Developer changes;
Client edits;
Lost access;
Search-engine experiments;
Competitor actions;
Indexing delays; or
Algorithmic changes.

Softline does not guarantee first-page rankings, inclusion in AI-generated answers, specific keyword positions, or indexing of every page.

Client authorizes Softline to make agreed SEO changes and acknowledges that implementation delays may affect performance.

35. PAID-MEDIA-SPECIFIC TERMS

Client authorizes Softline to create, modify, test, pause, activate, and optimize campaigns within the approved scope and budget.

Unless otherwise agreed:

Client pays media platforms directly;
Softline’s fees do not include media;
Client is responsible for maintaining valid billing;
Client is responsible for platform taxes and surcharges;
Softline may use automated bidding, audience expansion, creative testing, platform recommendations, and other optimization features where professionally appropriate; and
Softline may pause campaigns to control risk, address tracking issues, correct compliance concerns, or respond to overdue payment.

Client acknowledges that platform reporting may differ from analytics, CRM, call tracking, ecommerce, and internal systems because of attribution windows, identity resolution, cookies, modeled conversions, consent, time zones, duplicate records, and technical limitations.

No single system is guaranteed to represent absolute performance.

36. ORGANIC SOCIAL MEDIA TERMS

Organic social Services may include strategy, calendars, copy, design, scheduling, moderation, community management, reporting, and consulting as specified in the SOW.

Unless expressly included, Softline is not responsible for:

Continuous monitoring;
Customer-service response;
Crisis management;
Direct-message response;
Legal review;
Influencer contracting;
Community moderation outside business hours;
Removal of negative content;
Review-platform disputes; or
User-generated content.

Client will identify prohibited topics, regulated claims, required disclosures, escalation procedures, and response protocols.

Softline does not guarantee follower growth, engagement, reach, virality, sentiment, or sales.

37. CREATIVE AND CONTENT SERVICES

The SOW will identify included creative quantities, formats, revision rounds, and production assumptions.

Unless otherwise stated:

Two reasonable revision rounds are included for each primary deliverable;
Additional revisions, direction changes, or revisions after approval are out of scope;
Client must provide consolidated feedback;
Copyediting does not constitute legal or technical verification;
Softline may use licensed stock materials;
Client is responsible for confirming factual information, prices, claims, disclaimers, names, and contact details; and
Client approval authorizes publication.

A change in concept after production begins may require a change order.

38. WEBSITE AND DEVELOPMENT SERVICES

For website, landing-page, hosting, or development engagements:

Browser, device, platform, CMS, accessibility, speed, uptime, backup, security, and support commitments apply only as stated in the SOW;
Client is responsible for final acceptance testing;
Third-party plugins, APIs, themes, software, and hosting remain subject to their own terms;
Updates to third-party systems may affect compatibility;
Softline is not responsible for code or changes made by Client or third parties;
Accessibility work reduces but does not eliminate legal risk unless a specific compliance standard and testing process are expressly included;
Hosting and maintenance are separate from initial development unless included; and
Softline may suspend hosting for nonpayment or security risk after notice where reasonably practicable.

39. ANALYTICS, TRACKING, AND ATTRIBUTION

Softline may configure or advise on analytics, pixels, tags, conversion actions, call tracking, CRM integrations, consent tools, and attribution systems.

Client is responsible for:

Its privacy policy and cookie disclosures;
Obtaining consent where required;
Its technology configuration outside Softline’s control;
CRM data quality;
Offline conversion information;
User access;
Internal data governance; and
Compliance decisions concerning tracking technologies.

Tracking and attribution are inherently imperfect. Softline does not guarantee complete, uninterrupted, or exact measurement.

40. RECORD RETENTION AND OFFBOARDING

After termination and payment of all amounts due, Softline will reasonably cooperate in transitioning Client-owned accounts and final paid deliverables.

Unless the SOW provides otherwise:

One standard export or transfer of reasonably available Client-specific materials is included;
Extraordinary organization, recreation, migration, documentation, training, or historical research is billed at the applicable hourly rate;
Softline is not required to retain inactive project files for more than 90 days after termination;
Softline may delete Client data after the retention period, subject to legal and backup obligations; and
Client is responsible for downloading and preserving its data.

Softline may withhold optional transition services and transfer of unpaid deliverables until undisputed amounts are paid, but will not intentionally restrict Client’s access to independently owned accounts solely as leverage for a disputed payment.

41. NON-SOLICITATION

During the term and for 12 months afterward, neither party will knowingly solicit for employment an employee of the other party who was materially involved in the engagement, except through general advertisements not targeted at that employee.

This section does not prohibit hiring an individual who independently applies without targeted solicitation or whose employment ended before the solicitation.

Any remedy will be limited to relief permitted by applicable law.

42. INDEPENDENT CONTRACTOR

Softline is an independent contractor and not Client’s employee, partner, franchisee, fiduciary, joint venturer, broker, or legal representative.

Neither party may bind the other except as expressly authorized.

Softline controls the manner and means of performing the Services and may use qualified employees, affiliates, contractors, and subprocessors.

43. INDEMNIFICATION BY CLIENT

Client will defend, indemnify, and hold harmless Softline, its affiliates, and their respective officers, employees, contractors, and agents from third-party claims, damages, penalties, judgments, settlements, losses, and reasonable legal expenses arising from:

Client Materials;
Client’s products, services, operations, fulfillment, or business practices;
Client’s advertising claims, promotions, pricing, warranties, endorsements, or disclosures;
Client’s violation of law or platform policy;
Client’s infringement or misappropriation of third-party rights;
Client’s failure to obtain consent or authorization;
Client-provided data;
Client’s instructions or unauthorized account changes; or
Client’s material breach of this Agreement.

Softline will promptly notify Client of a covered claim and reasonably cooperate at Client’s expense.

Client may control the defense, but may not settle a claim in a manner that admits wrongdoing by Softline, imposes obligations on Softline, or restricts Softline without Softline’s written consent.

44. INDEMNIFICATION BY SOFTLINE

Softline will defend and indemnify Client from a third-party claim that a final deliverable created solely by Softline and used as authorized infringes a United States copyright or trademark, excluding claims arising from:

Client Materials;
Client instructions;
Third-party or stock materials;
AI-generated elements;
Modifications not made by Softline;
Combination with other materials;
Continued use after notice;
Client-selected concepts against Softline’s advice; or
Use outside the agreed scope.

Softline may obtain a license, modify or replace the affected deliverable, or terminate the affected Services and refund the fees specifically paid for the unusable portion.

This section states Client’s exclusive remedy for intellectual-property infringement claims against Softline.

45. DISCLAIMER OF WARRANTIES

Except for the express professional-services commitment in this Agreement, the Services and deliverables are provided “as is” and “as available.”

To the maximum extent permitted by law, Softline disclaims implied warranties of merchantability, fitness for a particular purpose, title, noninfringement, uninterrupted service, and results.

Softline does not warrant that:

Services will be uninterrupted or error-free;
Every error can be corrected;
Platforms will approve or continue to accept campaigns;
Data will be complete or exact;
Recommendations will produce a particular outcome; or
Third-party systems will remain available or compatible.

46. LIMITATION OF LIABILITY

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, lost revenue, lost business opportunity, lost goodwill, lost data, or business interruption, even if advised of the possibility.

Except for excluded claims below, each party’s aggregate liability arising from an SOW will not exceed the professional fees paid or payable to Softline under that SOW during the six months preceding the event giving rise to the claim.

The limitations do not apply to:

Client’s payment obligations;
A party’s fraud or willful misconduct;
A party’s indemnification obligations;
Breach of confidentiality involving intentional misconduct;
Misappropriation of intellectual property;
Liability that cannot legally be limited; or
Client’s unauthorized use of Softline intellectual property.

Third-party media, software, platform, pass-through, and vendor costs are excluded when calculating the liability cap.

The parties acknowledge that the fees reflect this allocation of risk.

47. INSURANCE

Upon reasonable request for a material engagement, each party will provide evidence of commercially reasonable insurance appropriate to its operations.

Any specific insurance requirements must be stated in the applicable SOW.

48. FORCE MAJEURE

Neither party will be liable for delay or failure caused by circumstances beyond its reasonable control, including:

Natural disaster;
Fire;
Epidemic or pandemic;
War;
Terrorism;
Civil unrest;
Labor disruption;
Government action;
Utility failure;
Internet or telecommunications outage;
Cyberattack;
Platform outage;
Vendor failure;
Supply-chain disruption; or
Other force-majeure event.

The affected party will use commercially reasonable efforts to mitigate the impact.

Payment obligations for Services already performed, reserved capacity, and noncancelable costs are not excused.

49. DISPUTE ESCALATION

Before filing a formal claim, the parties will attempt in good faith to resolve the dispute through the following process:

Written notice describing the dispute;
A meeting between operational representatives;
If unresolved, escalation to an executive of each party; and
At least 15 days for executive-level negotiation, unless emergency relief is required.

This section does not prevent either party from seeking temporary injunctive relief, protecting intellectual property, collecting undisputed amounts, or filing within a limitations period.

50. BINDING ARBITRATION

Except for small-claims matters, requests for temporary injunctive relief, intellectual-property misuse, or collection of undisputed amounts, any dispute arising from this Agreement will be resolved by binding arbitration administered by the American Arbitration Association under its applicable Commercial Arbitration Rules.

The arbitration will:

Be conducted by one neutral arbitrator;
Take place in Los Angeles County, California, unless the parties agree to remote proceedings;
Be conducted in English;
Apply California substantive law, excluding conflict-of-law rules; and
Permit the arbitrator to award any individual relief available in court, subject to this Agreement.

Judgment on the award may be entered in any court with jurisdiction.

CLASS AND REPRESENTATIVE ACTION WAIVER

To the maximum extent permitted by law, disputes will be resolved only on an individual basis. Neither party may bring or participate in a class, collective, consolidated, coordinated, or representative proceeding against the other.

If the class-action waiver is determined unenforceable for a particular claim, that claim will proceed in court and the remaining arbitrable claims will remain in arbitration.

OPTIONAL ARBITRATION OPT-OUT

A Client may opt out of this arbitration section by sending written notice to Support at softline solutions dot com within 30 days after first accepting these Terms. The notice must identify the Client and clearly state the decision to opt out of arbitration.

51. GOVERNING LAW AND VENUE

California law governs this Agreement without regard to conflict-of-law principles.

For disputes not subject to arbitration, the parties consent to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California.

Each party waives any objection based on an inconvenient forum.

52. ATTORNEYS’ FEES

In an action or proceeding to enforce this Agreement, the prevailing party may recover reasonable attorneys’ fees and costs to the extent permitted by law.

53. NOTICES

Legal notices must be in writing and delivered by:

Personal delivery;
Nationally recognized overnight courier;
Certified mail, return receipt requested; or
Email with confirmation of receipt.

Notices to Softline must be sent to:

Softline Solutions

Attn: Legal Department

Legal at softline solutions dot com

Notices to Client will be sent to the address or email listed in the applicable SOW or Client account.

Operational notices, approvals, reports, invoices, renewal notices, and routine communications may be sent by email or through Softline’s client portal.

54. ELECTRONIC COMMUNICATIONS AND SIGNATURES

The parties consent to electronic records, communications, notices, signatures, and contracting.

Electronic signatures, click acceptance, authenticated portal acceptance, and signed PDF copies have the same effect as original signatures to the extent permitted by law.

Client is responsible for maintaining accurate contact information and monitoring designated email accounts.

55. ASSIGNMENT

Neither party may assign this Agreement without the other party’s written consent, except that either party may assign it without consent:

To an affiliate;
In connection with a merger, acquisition, financing, reorganization, or sale of substantially all relevant assets; or
As part of an internal corporate restructuring.

An assignment does not relieve accrued payment obligations.

Any prohibited assignment is void.

56. SUBCONTRACTORS

Softline may use affiliates, employees, freelancers, vendors, and subcontractors to perform the Services.

Softline remains responsible for their performance to the same extent Softline would be responsible for its own personnel, subject to this Agreement.

57. PUBLICITY AND COMMUNICATIONS

Neither party may issue a press release regarding the relationship without the other party’s approval.

This restriction does not prohibit Softline’s limited portfolio use authorized under Section 25 or legally required disclosures.

58. MODIFICATIONS TO THESE TERMS

Softline may update these Terms to address legal, regulatory, security, platform, operational, or service changes.

Material changes will not retroactively alter a signed minimum-term SOW unless:

Required by law;
Necessary to address security or platform risk;
Accepted by Client; or
Applied upon renewal or extension.

For month-to-month Services, Softline will provide at least 30 days’ notice of material changes.

Continued use after the effective date constitutes acceptance, except where affirmative consent is legally required.

59. GENERAL PROVISIONS

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement concerning its subject matter and supersedes prior discussions, proposals, and representations, except for fraud.

AMENDMENT

Except for updates permitted under Section 58, amendments must be in writing and accepted by authorized representatives of both parties.

WAIVER

Failure to enforce a provision is not a waiver.

SEVERABILITY

If a provision is unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions will remain effective.

HEADINGS

Headings are for convenience and do not affect interpretation.

NO THIRD-PARTY BENEFICIARIES

This Agreement benefits only the parties and permitted successors and assigns.

COUNTERPARTS

This Agreement may be accepted in counterparts and electronically.

INTERPRETATION

“Include” and “including” mean “including without limitation.” The agreement will not be construed against either party as drafter.

SURVIVAL

Payment, ownership, confidentiality, privacy, indemnification, limitations of liability, dispute resolution, and provisions that by their nature should survive will survive termination.

60. CONTACT INFORMATION

Questions regarding these Terms may be directed to: