Terms of Service

These Terms of Service ("Terms") govern your access to and use of the consulting services, websites, and related offerings (collectively, the "Services") provided by Adscope Consulting LLC ("Adscope Consulting", "we", "us", or "our"). By accessing or using our Services, you agree to be bound by these Terms.

Last updated: March 9, 2026

If you do not agree to these Terms, you must not access or use our Services.

1. Acceptance of Terms

By signing a proposal, statement of work, order form, or similar document that references these Terms, or by otherwise accessing or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and any additional terms incorporated by reference.

If you are entering into these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms, in which case "you" and "your" shall refer to such entity.

2. Eligibility

You may use the Services only if you (a) are at least 18 years old and have the legal capacity to enter into a binding contract, and (b) are not barred from using the Services under applicable law. You are responsible for ensuring that your employees, contractors, and agents who access the Services on your behalf comply with these Terms.

3. Scope of Services

Adscope Consulting provides strategic consulting services, which may include, without limitation, marketing strategy, advertising advisory, analytics, implementation guidance, training, and related professional services. The specific scope, deliverables, timelines, and fees for a given engagement will be described in one or more written proposals, statements of work, or order forms (each, an "SOW"). In the event of a conflict between these Terms and an SOW, the SOW will govern with respect to the subject matter of that SOW.

4. Client Responsibilities

You agree to:

  • Provide timely access to information, systems, accounts, and personnel reasonably necessary for us to perform the Services.
  • Ensure that all information you provide is accurate, complete, and not misleading.
  • Make timely decisions and approvals reasonably requested by us.
  • Maintain any required third-party licenses, permissions, or consents related to your use of the Services or implementation of our recommendations.

We are entitled to rely on information and decisions you provide. We are not responsible for delays or failures in performance caused by your failure to fulfill your responsibilities under these Terms.

5. Fees, Invoicing, and Payment

Fees for the Services will be set forth in the applicable SOW. Unless otherwise specified in an SOW:

  • We will invoice you either upfront, monthly in advance, or upon completion of milestones, as indicated in the SOW.
  • Payment is due within 14 days of the invoice date, unless otherwise stated.
  • Amounts not paid when due may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.
  • You are responsible for all taxes, duties, and government charges (excluding our income taxes) associated with the Services.

We may suspend or withhold performance of the Services if any undisputed amount is more than 15 days past due, until such amounts are paid in full.

6. Intellectual Property

As between you and Adscope Consulting, you own all rights, title, and interest in and to your pre-existing materials, data, and content ("Client Materials"). We own all rights, title, and interest in and to our pre-existing methodologies, tools, templates, processes, and know-how ("Adscope Materials").

Unless otherwise specified in an SOW and subject to your payment of all applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable license to use any deliverables we expressly provide to you under an SOW ("Deliverables") for your internal business purposes. We may reuse and re-purpose any generalized know-how, techniques, or skills acquired in the course of providing the Services, provided that we do not disclose your confidential information.

7. Confidentiality

"Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") 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. Confidential Information does not include information that is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, was known to the Receiving Party prior to its disclosure, is received from a third party without breach of any obligation, or is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.

The Receiving Party will use the Disclosing Party's Confidential Information solely for the purpose of performing or receiving the Services and will not disclose it to any third party, except to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in these Terms. The Receiving Party will protect Confidential Information using at least reasonable care. The Receiving Party may disclose Confidential Information to the extent required by law, provided it gives the Disclosing Party reasonable advance notice (where legally permitted) and cooperates in any efforts to limit or challenge the disclosure.

8. Disclaimers

You understand that consulting, marketing, and advertising outcomes depend on many factors outside our control, including market conditions, competition, your products and services, and your execution of our recommendations. Accordingly, we do not guarantee any specific results, performance levels, revenue, or return on investment.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUE, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR YOUR PAYMENT OBLIGATIONS AND YOUR INDEMNIFICATION OBLIGATIONS, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO ADSCOPE CONSULTING UNDER THE APPLICABLE SOW DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. Term and Termination

These Terms will commence on the earlier of your first use of the Services or execution of an SOW and will continue until terminated in accordance with this section. Each SOW will have its own term, as stated in that SOW.

Either party may terminate an SOW or these Terms for material breach by the other party if such breach remains uncured thirty (30) days after receipt of written notice describing the breach. We may also terminate an SOW or these Terms for convenience with thirty (30) days’ written notice, provided that we will refund any prepaid, unused fees for Services not yet performed as of the effective date of termination.

Upon termination of an SOW or these Terms, you will promptly pay all fees due for Services performed up to the effective date of termination. Sections that by their nature should survive termination (including, without limitation, ownership, confidentiality, disclaimers, limitations of liability, and governing law) will survive any expiration or termination.

11. Governing Law and Dispute Resolution

These Terms and any dispute arising out of or relating to them or the Services will be governed by and construed in accordance with the laws of the state in which Adscope Consulting LLC is organized, without regard to its conflict of law principles. The parties agree to submit to the exclusive jurisdiction and venue of the state and federal courts located in that state, and each party waives any objection to such jurisdiction and venue.

12. Changes to the Terms

We may update these Terms from time to time. When we do, we will revise the "Last updated" date at the top of this page. Changes will be effective when posted unless otherwise specified. Your continued use of the Services after the effective date of any changes constitutes your acceptance of the revised Terms. If you do not agree to the updated Terms, you must stop using the Services.

13. Miscellaneous

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign or transfer these Terms, in whole or in part, without the other party’s prior written consent, except that either party may assign these Terms without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Nothing in these Terms creates a partnership, joint venture, or agency relationship between the parties. No waiver of any provision will be effective unless in writing and signed by the waiving party.

14. Contact Information

If you have any questions about these Terms or our Services, you may contact us at:

Adscope Consulting LLC
Email: [email protected]