Terms of Service
This Terms of Service (“TOS”) is a legal agreement between you (“Client”) and Comstock Media, LLC (“Company”), and governs your use of the Company’s services and products. By using the Company’s services and products, you agree to be bound by this TOS.
1. Description of Services. Comstock Media LLC (“Comstock Media” and/or “Contractor” and/or “We”) provides a range of marketing services (the “Services”) to businesses (“Client” and/or “You”), including, but not limited to, advertising on Google, Bing Ads, Facebook, and other venues. Additional services may be offered by us.
2. Acceptance of the Terms of Service Agreement. Client has carefully reviewed this Terms of Service Agreement (the “Agreement”) and agrees to and accepts all of the terms and conditions contained within. The Agreement will go into effect on the date of acceptance by Client submitted to Comstock Media, and the Services will commence within the agreed time thereafter.
3. Privacy & Security Disclosure. Comstock Media’s Privacy and Security Policies may be viewed online on the Comstock Media website (the “Site”). Comstock Media reserves the right to modify its Privacy and Security Policies in its sole discretion from time to time. The terms of Comstock Media’s Privacy and Security Policies shall be considered as part of this Agreement and are hereby incorporated herein by reference.
4. Term. This Agreement is effective as of the Effective Date and shall continue until terminated by Comstock Media or Client in accordance with this TOS. Sections 1-7, 9, 10 and 13-22 shall survive any expiration and/or termination of this Agreement.
6. Disclaimer of Warranties. COMSTOCK MEDIA MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE CLIENT’S FUTURE ADVERTISING PERFORMANCE, FUTURE BUSINESS PERFORMANCE, FUTURE REVENUE, OR FUTURE PROFITABILITY. COMSTOCK MEDIA DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, COMPLETENESS OR RESULTS TO BE DERIVED FROM THE SERVICES CONTEMPLATED HEREIN. ALL DELIVERABLES AND SERVICES PROVIDED BY COMSTOCK MEDIA TO CLIENT ARE DELIVERED ON AN “AS-IS” BASIS.
7. Advertising Expenses. The Client is solely responsible for any advertising costs (including, but not limited to, Google Ads, Meta, or Bing Ads charges). Under no circumstances will Comstock Media reimburse Client for any Advertising Expenses.
8. Creative Work and Strategy Implementation. As part of delivering the Services to the Client, Comstock Media may generate creative work (including, but not limited to, advertisements, content, and/or landing pages) as well as campaign strategies. Client grants Comstock Media explicit permission to deploy any such work and strategies, and make any changes without the Client’s prior approval during the Term of this Agreement.
9. Third-Party Interactions. During use of the Services, you may enter into correspondence with, or purchase or sign up to receive goods and/or services from a third-party which Comstock Media may suggest while providing the Services contemplated herein. These include, but are not limited to, call tracking companies, review collectors, and web hosting companies, among others. Any such activity, and any terms, conditions, warranties or representations associated with such activity, are solely between you and the applicable third-party. Comstock Media shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party, including any termination by such third-party of their provision of goods or services to you. Comstock Media does not endorse any sites on the Internet and does not endorse any third-party goods or services. Comstock Media may provide these suggestions to you only as a matter of convenience, and in no event shall Comstock Media be responsible for any content, products, or other materials on or available from such sites. Should you choose to utilize such third-parties’ services, you will pay them directly and it is solely your responsibility to terminate these services if you decide to do so. In no event will Comstock Media be liable for any payments to such third-parties on your behalf, or be responsible for cancelling these services for you.
10. Third-Party Terms of Service. As a matter of convenience, Client may request assistance of Comstock Media with setting up certain third-party services (including, but not limited to, call tracking services, Google Ads account, Bing Ads account, and remarketing platforms, among others). As part of setting up and administering such third-party services, Comstock Media may be required to accept a third-party’s terms of service agreement, or any other applicable agreements, on behalf of the Client. In such cases, the Client grants Comstock Media the right to accept the third-party’s terms of service agreement, or any other applicable agreements, and agrees to be bound by any such third-party’s terms of service agreement.
11. Billing and Renewal. Comstock Media charges and collects in advance for use of the Services. Comstock Media will automatically renew your subscription as described below, and bill your credit card or submit electronic invoices as mutually agreed upon. Fees for other services will be charged on an as-quoted basis. Comstock Media’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Comstock Media’s income. You agree to provide Comstock Media with complete and accurate billing and contact information. This information includes your legal entity name, street address, e-mail address, and name and telephone number of an authorized billing contact and license administrator. You agree to update this information within thirty (30) days of any material change.
12. Termination Due to Non-Payment. In addition to any other rights granted to Comstock Media herein, Comstock Media reserves the right to suspend the Services contemplated herein or terminate this Agreement if your account becomes delinquent.
13. Representations & Warranties. Each party represents and warrants that it has the legal power and authority to enter into this Agreement. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Services provided by Comstock Media and that your billing information is correct.
14. Limitation of Liability.
14.1 DUE TO THE TECHNICAL NATURE OF OUR PRODUCTS AND SERVICES, COMSTOCK MEDIA CANNOT BE HELD RESPONSIBLE FOR TECHNICAL DIFFICULTIES THAT OCCUR. COMSTOCK MEDIA DOES NOT GUARANTEE ANY INCREASE IN BUSINESS OR SPECIFIC WEBSITE TRAFFIC LEVELS. ANY LOSS OF BUSINESS FROM USING COMSTOCK MEDIA’S SERVICE IS SOLELY THE RESPONSIBILITY OF THE CLIENT.
14.2 IF A CLIENT NOTICES AN ERROR IN THEIR ADVERTISING ACCOUNT(S), ON THEIR ADVERTISMENT, OR IN ANY PRODUCT OR SERVICE, IT IS SOLELY THEIR RESPONSIBILITY TO CONTACT COMSTOCK MEDIA TO HAVE IT CHANGED OR CORRECTED.
14.3 CLIENT UNDERSTANDS THAT COMSTOCK MEDIA CANNOT GUARANTEE THAT ITS SERVICES WILL NOT IMPACT OTHER ASPECTS OF CLIENT’S BUSINESS, INCLUDING, BUT NOT LIMITED TO, THE POSSIBLE NEGATIVE IMPACT ON CLIENT’S ORGANIC RANKINGS IN SEARCH ENGINES FROM IMPLEMENTATION OF DYNAMIC CALL TRACKING, CONTENT CHANGES TO CLIENT’S WEBSITE REQUESTED BY COMSTOCK MEDIA, OR SPECIALIZED LANDING PAGES, AMONG OTHERS.
14.4 CLIENT UNDERSTANDS THAT COMSTOCK MEDIA CANNOT BE RELIED UPON TO PROVIDE ADVICE REGARDING ANY ADA WEBSITE COMPLIANCE. IT IS SOLELY THE CLIENT’S RESPONSIBILITY TO ENSURE THAT ANY CHANGES REQUESTED TO THE CLIENT’S WEBSITE(S) BY COMSTOCK MEDIA, OR ANY LANDING PAGES OR WEB ASSETS DESIGNED BY COMSTOCK MEDIA, ARE ADA COMPLIANT.
14.5 IN NO EVENT SHALL COMSTOCK MEDIA’S AGGREGATE LIABILITY EXCEED THE LESSER OF (A) AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM CLIENT TO COMSTOCK MEDIA FOR SERVICES IN THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM, OR (B) TWO THOUSAND AND FIVE HUNDRED U.S. DOLLARS ($2,500.00). IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, OR CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
15. Indemnification. Client agrees to indemnify, defend and hold harmless Comstock Media from any and all claims, actions, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising in any manner caused by Client’s (a) gross negligence; (b) out of any claim that Client provided content, or any portion thereof in fact infringes upon or violate any proprietary rights of any third party, including but not limited to patent, copyright and trade secret rights; or (c) from a breach or alleged breach of any of Client’s representations, warranties or agreements herein.
16. Notices. Any notice or other communication required or permitted to be given pursuant to this Agreement must be in writing and is deemed to have been duly given when, delivered in person, when personally delivered; sent by facsimile transmission or email; or registered mail. Comstock Media may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in Comstock Media’s account information. Such notice shall be deemed to have been given upon the expiration of twelve (12) hours after sending via email. You may give notice to Comstock Media (such notice shall be deemed given when received by Comstock Media) at any time via electronic mail.
17. Termination. This Agreement may be terminated with or without good cause or for any or no cause, at the option of either party by providing written notice of termination (emailed notice is considered adequate) with thirty (30) days’ written notice.
18. Severability. If any provisions of this Agreement are found to be illegal, invalid or unenforceable for any reason, the remaining provisions of this Agreement will continue in full force and effect.
19. Governing Law. This Agreement shall be governed and interpreted according to the laws of the State of Utah without reference to principles of conflicts of laws. Any legal action or proceeding concerning this TOS shall be brought exclusively in the federal or state courts located in St. George, Utah (or in Salt Lake City, Utah, if no such venue is available in St. George, Utah).
20. Headings. The headings contained in this Agreement are for convenience of reference only and are not intended to have any substantive significance in interpreting this Agreement.
21. Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one (1) and the same instrument. This Agreement may be accepted and acknowledged by the Client via email, by checking an acceptance box on Comstock Media’s website, via facsimile or by other electronic means as deemed acceptable in Comstock Media’s sole discretion, and the Client acknowledges that any such acceptance shall indicate the Client’s voluntary acceptance and agreeance to be legally bound by the terms herein.
22. Modification to Terms. Comstock Media reserves the right to modify these Terms of Service or its policies relating to the Service at any time, effective upon the posting of an updated version of this Agreement on the Site. You are responsible for regularly reviewing this Agreement available at all times on the Site. Continued use of the Service after any such changes shall constitute your consent to such changes.
This document was last updated on 12/10/2023.