Home / Cosmick Growth Accelerator Program (CGAP) Terms of Service

Cosmick Growth Accelerator Program (CGAP) Terms of Service

Last updated: September 9, 2025 @ 5:00pm

1. Scope; Order of Precedence

1.1 Applicability. These Terms apply to every Cosmick Growth Accelerator Program subscription and any add-on Services we may provide under the program. CGAP is offered as an integrated bundle of Services; individual components of the program (such as specific platforms or tools) cannot be purchased, canceled, or used separately except as part of the entire CGAP subscription.

1.2 Hierarchy. If there is an express conflict between these Terms and the Master Agreement, the Master Agreement controls solely as to business-specific items (e.g., fee tables, scope descriptions). All other matters—including confidentiality, liability, indemnification, governing law, and dispute resolution—are governed by these Terms.

1.3 Term of Services. CGAP is provided as a month-to-month, all-encompassing marketing solution that includes multiple integrated services under a single subscription. The program is not modular; individual services cannot be canceled, removed, or purchased separately. The subscription renews automatically each month unless terminated in accordance with Section 6.2, which requires at least sixty (60) days’ prior written notice.

2. Proprietary Methods & Confidentiality

2.1 Proprietary Methods. Cosmick’s strategies, workflows, automations, and documentation are trade secrets and confidential. Client shall not disclose, reverse-engineer, or license them to any third party without Cosmick’s prior written consent.

2.2 Mutual Confidentiality. Each party must keep in strict confidence any non-public business, technical, or financial information of the other party, using at least the same degree of care it uses to protect its own similar information (and no less than reasonable care).

2.3 Survival. These confidentiality obligations survive for five (5) years after termination of Services, except for trade-secret information, which remains protected indefinitely.

3. Platform Policies & Compliance

3.1 Third-Party Policies. Client acknowledges that search engines, social media networks, ad platforms, and other third-party channels independently establish and revise their own policies. Cosmick makes no warranty regarding the continued availability of any platform feature, the approval of any ad, or the maintenance of any account.

3.2 Compliance. Client must comply with all applicable platform terms, community standards, and advertising policies. Cosmick will not promote any Client content that violates platform rules (e.g., prohibited products, deceptive claims).

4. Client Responsibilities

4.1 Access & Credentials. Client shall provide timely administrative access to all required websites, ad accounts, analytics suites, and related tools as needed for Cosmick to perform the Services.

4.2 Collaboration Channels. All files, data, imagery, audio, or video content that Client shares with Cosmick through Cosmick’s Marketing Hub app or official ticket portal may be used, edited, published, and repurposed by Cosmick (solely for the purpose of providing the Services) without further approval or compensation.

4.3 Turnaround Times. Unless a statutory or mutually agreed deadline applies, all schedules, drafts, and deliverables will be produced at Cosmick’s reasonable professional discretion. Client acknowledges that effective marketing results often require iterative refinement.

4.4 No Overwriting. Client shall not materially alter live campaigns, tracking tags, or CMS code implemented by Cosmick without providing notice. Reconstruction of overwritten or disrupted work is billable at USD $125/hour.

4.5 Budgets & Funding. Client is solely responsible for maintaining valid payment methods in all ad accounts and for all platform media spend (e.g., ad budgets) separate from Cosmick’s fees.

5. Fees; Invoicing; Late Payment

5.1 Non-Refundable Fees. All fees for the Services are final and non-refundable. Billing commences upon execution of the Master Agreement, regardless of when campaign activities or deliverables begin.

5.2 Payment Terms. Invoices are due upon receipt (net-15 unless stated otherwise in the Master Agreement). Accepted payment methods include ACH, check, and major credit/debit cards. A valid credit or debit card on file with Cosmick is required at the commencement of the Services as a condition of enrollment in CGAP and may be used for any charges not otherwise paid by the due date. Client authorizes Cosmick to charge the card on file for any invoiced amounts, recurring subscription fees, or other charges under this Agreement if payment has not been received by the due date.

5A. Ad Budget Monitoring; Tier-Based Fee Adjustments

5A.1 Monthly Audit. At the end of each calendar month, Cosmick will review Client’s total advertising spend (“Ad Budget”) across all platforms managed under CGAP. This Ad Budget is separate from Cosmick’s service fees and is funded directly by Client through its own ad platform billing accounts.

5A.2 Budget Management Authority. Cosmick may, at its discretion, adjust the allocation of the Ad Budget between different advertising platforms (e.g., reallocating funds from Google Ads to Meta Ads) to optimize performance, provided that the total Ad Budget remains within the Client’s current fee tier. Cosmick may not increase the Ad Budget in a manner that would cause the Client’s total monthly spend to exceed the maximum threshold of the current tier without first notifying the Client and obtaining the Client’s clear acknowledgment of the change and its potential impact on the Monthly Service Fee.

5A.3 Automatic Tier Adjustments. If the audited Ad Budget for a given month exceeds the maximum threshold of the Client’s current Monthly Service Fee tier (as set forth in the Master Agreement), and such increase was initiated or approved by the Client, the Monthly Service Fee will automatically adjust to the corresponding tier rate beginning with the next billing cycle. No additional approval is required for this adjustment, as the tiers and associated rates are agreed to in advance in the Master Agreement.

5A.4 Notice of Change. Cosmick will notify Client by email prior to the start of the next billing cycle if a tier change is scheduled to take effect. This notice is a courtesy to allow Client to adjust its Ad Budget before the new billing cycle if it wishes to remain in its current tier.

5A.5 Client Control. Client is solely responsible for setting and controlling its Ad Budget. If Client reduces its Ad Budget below the next tier threshold before the next billing cycle begins, the Monthly Service Fee will remain at the lower tier rate. If the Ad Budget is not reduced before billing, the higher-tier fee will apply for the full cycle and will remain in effect until the next audit determines otherwise.

5A.6 No Refunds After Billing. Once a tier-based Monthly Service Fee has been invoiced for a billing cycle, no refunds, credits, or mid-cycle downgrades will be issued for that cycle. Any decreases in Ad Budget will be applied prospectively, beginning with the next billing cycle.

5A.7 Mandatory Card on File. The card required under Section 5.2 may also be charged for any increase in the Monthly Service Fee resulting from a tier adjustment, and Client expressly authorizes Cosmick to process such charges without additional approval.

6. Suspension / Termination / Cancellation

6.1 Suspension by Cosmick. Cosmick may immediately suspend the Services (in whole or in part) under this Agreement if: (a) Client’s account is past the due date as outlined in Section 5.2; (b) Client’s content or use of the Services is unlawful, or violates applicable platform policies; or (c) Client commits any other material breach of these Terms and fails to cure it promptly after notice. Suspension of Services for cause does not relieve Client’s obligation to pay fees for the subscription term.

6.2 Cancellation by Notice. After the initial commitment period defined in the Master Agreement, either party may terminate the CGAP subscription by providing at least sixty (60) days’ prior written notice. This cancellation notice must be given in writing (email is sufficient if receipt is confirmed). Client understands that CGAP is a comprehensive service bundle; partial cancellation or removal of individual Services is not permitted. A notice of termination by Client applies to the entire CGAP program and all included Services. Client remains liable for all fees and any committed minimums through the effective termination date (i.e., the end of the 60-day notice period or later date specified in the notice). The 60-day notice period is required to allow Cosmick to properly disconnect and offboard all integrated systems and services.

6.3 Effects of Termination or Cancellation. Upon any expiration or termination of the CGAP subscription for any reason:
(a) Cessation of Services. Cosmick will immediately cease providing all Services under the CGAP. Client’s access to all program components and platforms will be removed or disabled. This includes, without limitation, the deactivation of the Cosmick MediaHub account, the AI Chatbot, the Dripley CRM system, all advertising campaigns and accounts managed by Cosmick, any ongoing SEO services, content creation services (such as video or graphic design assets), and any other deliverables or tools provided as part of CGAP. No individual component of the program will continue operating post-termination.
(b) Final Deliverables and Access Removal. Cosmick will remove its administrative access credentials from Client’s systems and accounts. All Cosmick proprietary tools or configurations will be withdrawn from Client’s environments upon termination.
(c) Data Deletion. Cosmick will not retain Client’s marketing data or content after the end of the service term. Any Client data, assets, or materials stored on Cosmick’s platforms will be archived or deleted as part of the offboarding process. This includes (but is not limited to) files and media in MediaHub, conversation logs or scripts from the AI Chatbot, contact records and campaign data in the Dripley CRM, and any analytics or reporting data hosted by Cosmick. Cosmick is not obligated to maintain or provide access to such data after termination. It is the Client’s responsibility to secure or back up any data or content they wish to retain prior to the effective cancellation date. Following termination, Cosmick has no obligation to retrieve or store Client data (except to the extent required by law or internal backup policies, in which case Cosmick will continue to protect such information under the confidentiality terms).

6.4 No Revival of Individual Services. Because CGAP is a unified program, any cancellation or termination ends the entire bundle of Services. Client cannot later demand continuation of a single service (for example, retaining only the AI Chatbot or SEO services) without reinstating the full CGAP subscription or entering into a new separate agreement for that service (if offered separately at Cosmick’s discretion).

(Sections 6.3 and 6.4 collectively ensure that the Client understands all implications of cancellation, including loss of access to all CGAP services and deletion of associated data.)

7. Intellectual Property

7.1 Client Assets. Client retains ownership of all logos, trademarks, copyrighted materials, and pre-existing content or data that it supplies to Cosmick for use in the Services (“Client Assets”). Client grants Cosmick a worldwide, royalty-free license to use, reproduce, adapt, publish, and display such Client Assets as necessary for the sole purpose of providing the Services and fulfilling Cosmick’s obligations under these Terms.

7.2 Work Product. Unless otherwise agreed in writing, any final, publicly published creative work product delivered by Cosmick as part of the Services (such as final ad copy, published graphics, live website content, or edited videos) becomes Client’s property upon Client’s payment in full for the Services related to that work product. However, Cosmick retains all rights to underlying working materials, source files, methodologies, know-how, and proprietary templates or code that are used to develop or enable the final work product. (For example, Cosmick may retain and reuse generic design templates, unedited footage, internal strategies, or software code developed for performing the Services, provided that Cosmick does not use or disclose Client’s confidential information or distinctive branding in doing so.)

7.3 Portfolio Use. Client agrees that Cosmick may include anonymized performance data (e.g., percentage improvements, key performance metrics without identifying Client by name) or publicly available examples of the final work product delivered (e.g., screenshots of ads, a sample of a produced video, or a link to a published website or social media page) in Cosmick’s case studies, portfolio, or marketing materials. Cosmick will not use Client’s trademarks or disclose sensitive campaign details in these materials without Client’s prior consent.

7A. Proprietary Platforms, AI-Driven Tools, and Hosted Content

7A.1 AI-Driven Tools & Responsibilities. Cosmick’s custom-coded AI chatbot (“AI Chatbot”) is provided as part of the Services to automate customer engagement and content generation. Client acknowledges that the AI Chatbot uses generative algorithms and may produce content that is incorrect, outdated, or misleading. Cosmick makes no guarantee as to the accuracy or completeness of any AI Chatbot output, and Client agrees Cosmick shall not be liable for actions, losses, or damages arising from reliance on such output. All AI Chatbot outputs are for informational purposes only and should be independently verified by Client before use or publication. The AI Chatbot is provided “as is” and “as available,” without warranty of uninterrupted or error-free operation. Cosmick reserves the right to modify, restrict, or discontinue any AI Chatbot functionality at any time without notice.

(a) Proprietary Rights. The AI Chatbot, including its software, algorithms, and code, is proprietary to Cosmick. All rights not expressly granted to Client are reserved by Cosmick. Client shall not copy, modify, reverse engineer, decompile, distribute, or otherwise attempt to extract the source code or underlying trade secrets of the AI Chatbot without Cosmick’s prior written consent.

(b) Client Use Obligations. Client is responsible for the lawful and appropriate use of the AI Chatbot. This includes diligently monitoring AI outputs and promptly notifying Cosmick if any sensitive, inappropriate, or harmful content is produced. Client shall not use the AI Chatbot to transmit or disseminate defamatory, obscene, harassing, threatening, illegal, or infringing content. Client is solely responsible for any content it inputs into or deploys through the AI Chatbot, and Client shall clearly disclose to its end-users that they are interacting with an AI system (where applicable and required by law or platform policy).

(c) Restoration of Configurations. Cosmick is not responsible for any chatbot scripts, conversation flows, or logic that are altered or overwritten by Client or third parties. If Client requests Cosmick’s assistance to restore or reconstruct altered chatbot configurations, such work will be billed at Cosmick’s then-current hourly rate, after providing prior notice to Client before incurring such costs.

7A.2 CRM Automation Use & Risk Allocation. Cosmick’s Dripley CRM system (“CRM System”) may be provided to Client as part of the Services to facilitate automated marketing, lead nurturing, and related functions. Client understands that Cosmick does not guarantee the success, deliverability, or timeliness of any campaign or message sent through the CRM System, as many factors beyond Cosmick’s control (e.g., email server performance, recipient behavior, third-party API uptime) may affect results. Occasional delivery failures, bounces, delays, or technical glitches may occur, and Cosmick shall not be liable for any losses or damages resulting from such issues. The CRM System is provided “as is” and “as available,” without warranties of uninterrupted or error-free operation or outcome.

(a) Proprietary Rights. The Dripley CRM platform, including all software (excluding any open-source components) and system architecture, is proprietary to Cosmick. Except for the limited usage rights necessary for Client’s use of the CRM System during the term of Services, no license or ownership rights are granted to Client. Client shall not copy, sublicense, assign, reverse engineer, or create derivative works of the CRM System or any part thereof without Cosmick’s prior written consent.

(b) Opt-In Compliance. If Client utilizes the CRM System to send communications (email, SMS, etc.), Client warrants that all recipient contacts have provided valid and legally sufficient consent to receive such communications, as required by laws including (but not limited to) the CAN-SPAM Act, the Telephone Consumer Protection Act (TCPA), and the General Data Protection Regulation (GDPR), as applicable. Client is solely responsible for maintaining records of consent for its contact lists. Client must promptly honor all unsubscribe or opt-out requests and ensure that the content of all communications is truthful, not misleading, and compliant with all applicable advertising laws and platform terms. (Cosmick is not responsible for reviewing or approving the content of Client’s communications for legal compliance.)

(c) Platform Use and Configuration. Client shall use the CRM System in accordance with any usage guidelines provided by Cosmick and shall not make unauthorized changes to core configurations that might disrupt system performance. Client is responsible for safeguarding its CRM System login credentials and for all actions taken under Client’s accounts. If Client’s misuse of the CRM System or unauthorized modifications result in service issues, Cosmick may charge for remedial work at its then-current hourly rate (after providing notice of the issue and an opportunity for Client to cure, if feasible).

(d) Restoration of Automations. If any CRM workflows, campaigns, or data are deleted, overwritten, or corrupted due to actions taken by Client or its agents, restoration by Cosmick (if possible) will be billed at Cosmick’s then-current hourly rate. Cosmick will notify Client and obtain approval before incurring such restoration costs.

7A.3 MediaHub Content Hosting & Compliance. Cosmick’s MediaHub platform (“MediaHub”) allows Client to upload and share digital assets for use in marketing campaigns. Client understands that MediaHub is intended as a temporary storage and collaboration tool for marketing content, not as a permanent content hosting solution or public distribution channel.

(a) Client Content Responsibility. Client is solely responsible for all materials (including text, images, audio, video, or other files) that it uploads to MediaHub. Client warrants that it has all necessary rights and licenses to use, reproduce, and share such content for the purposes of the marketing campaigns. All content uploaded must comply with applicable laws and regulations and not be defamatory, obscene, harassing, infringing, or otherwise unlawful.

(b) Prohibited Content. Client shall not upload to MediaHub any content that contains viruses, malware, or malicious code, nor any material that violates or infringes the intellectual property or privacy rights of any third party. Cosmick reserves the right to remove or disable access to any Client content on MediaHub that Cosmick, in its sole discretion, deems to violate these Terms or applicable law, without liability to Cosmick.

(c) Third-Party Platform Compliance. If Client content from MediaHub is intended for publication on third-party platforms (e.g., social media networks or advertising networks), Client is responsible for ensuring that such content meets all requirements of those platforms (e.g., file size/format, content guidelines). Cosmick is not responsible for any rejection, removal, or penalization of content by a third-party platform due to the content’s characteristics or the platform’s rules.

(d) Data Storage and Backup. Cosmick makes no guarantee of indefinite storage for any Client content on MediaHub. MediaHub is not intended to serve as an archive for Client’s assets. Client is responsible for maintaining its own backups of any content it uploads or that Cosmick delivers via MediaHub. Client should download and securely store any important marketing assets from MediaHub on a regular basis. Cosmick may periodically delete older content or data from MediaHub as part of routine maintenance or following the termination of Services.

(e) Proprietary Rights. MediaHub, including its software, user interface, and system architecture, is proprietary to Cosmick. Client is granted a limited, non-exclusive, non-transferable right to use MediaHub solely for purposes of participating in CGAP during the active term of Services. Client shall not copy, scrape, modify, reverse engineer, or create derivative works from the MediaHub software or systems. All rights not expressly granted to Client are reserved by Cosmick.

(f) Service Availability Disclaimer. MediaHub is provided “as is” and “as available.” Cosmick does not warrant that MediaHub will be available at all times or that it will be free from errors or downtime. Temporary unavailability or performance issues with MediaHub shall not constitute a breach of these Terms.

(g) Indemnification for Content. In addition to the general indemnification in Section 8, Client will indemnify and hold harmless Cosmick from all claims, damages, losses, or expenses (including reasonable attorneys’ fees) arising out of any content Client uploads to MediaHub or Client’s use of MediaHub in violation of this Section 7A.3 or applicable law.

7B. Ownership of Advertising Campaigns and Paid Media Assets

7B.1 Ownership. All advertising campaigns, ad copy, targeting configurations, keywords, creative assets, audience lists, budget structures, and account configurations created, developed, or managed by Cosmick in connection with the Services (collectively, “Campaign Assets”) are and shall remain the sole and exclusive property of Cosmick. This ownership applies regardless of whether the Campaign Assets reside in Client’s advertising accounts, are funded by Client’s media spend, or were created using Client-provided materials.

7B.2 License to Use. During the active term of the Agreement, and only while Cosmick is managing the campaigns, Client is granted a limited, non-exclusive, non-transferable, revocable license to use the Campaign Assets solely for advertising its own products and services under Cosmick’s management. This license does not convey any ownership rights to Client and will automatically terminate upon expiration or termination of the Agreement or CGAP Services.

7B.3 Post-Termination Rights. Upon expiration or termination of the Agreement or CGAP for any reason, Cosmick may remove, disable, or archive all Campaign Assets from Client’s accounts, including but not limited to assets and configurations deployed on platforms such as Google Ads (including MCC-managed accounts), Microsoft Ads, Meta (Facebook/Instagram) Business Manager, YouTube, TikTok, and other paid media systems. Client shall have no right to retain, duplicate, reverse-engineer, transfer, or otherwise use any Campaign Assets after termination without Cosmick’s prior written consent.

7B.4 Superseding Provision. This Section 7B supersedes and replaces any prior or conflicting provision in these Terms or the Master Agreement relating to ownership, licensing, or “work-for-hire” status of advertising campaigns or paid media deliverables. No language elsewhere in this Agreement shall be interpreted to convey ownership of Campaign Assets to Client unless explicitly stated in this Section 7B.

7C. Search Engine Optimization (SEO) Services, Tools, and Licensing

7C.1 Scope of SEO Services. As part of CGAP, Cosmick provides ongoing SEO services, including:

Technical optimization (site speed, Core Web Vitals, mobile-first readiness, crawlability, secure HTTPS)
On-page optimization (meta tags, headers, structured data/schema, URL structure, image alt tags)
Local SEO (Google Business Profile optimization, local keyword targeting, geo-tagging)
AI-first and generative search visibility enhancements
Monthly SEO audits, reporting, and recommendations

7C.2 Licensed Plugins and Proprietary Tools. SEO services under CGAP may include Cosmick-owned and licensed tools such as Cosmick Breeds, Cosmick Reviews, Cosmick Adopted Gallery, Cosmick Video Gallery, Advanced Custom Fields Pro, Admin Columns Pro, Yoast SEO Premium, and Smush Pro. These remain the property of Cosmick and are licensed to Client only for the duration of an active CGAP subscription.

7C.3 Ownership and Removal Upon Cancellation. All licensed SEO plugins, proprietary tools, and configurations provided by Cosmick are non-transferable. Upon CGAP cancellation or termination:

All such plugins and tools will be removed, deactivated, or reverted to their free versions.
Cosmick’s proprietary SEO enhancements will be disabled or removed.
Cosmick will have no obligation to maintain or replace SEO functionality post-cancellation.

7C.4 Client Responsibilities. Client is responsible for backing up any SEO-related data, plugin configurations, or reports before the effective termination date. Cosmick is not responsible for SEO performance changes, ranking losses, or technical impacts after licensed tools are removed.

7C.5 No Guarantee of Rankings. While Cosmick follows industry best practices, SEO results depend on search engine algorithms and other external factors outside Cosmick’s control. No guarantee is made regarding specific rankings, traffic increases, or timelines.

8. Indemnification

Client shall defend, indemnify, and hold harmless Cosmick, its officers, employees, and contractors from any third-party claims or governmental actions arising out of or related to:

(i) Client’s content, products, or services;
(ii) Client’s violation of any law or platform policy in connection with the Services; or
(iii) Client’s breach of these Terms.

Client shall pay all damages, costs, and reasonable attorneys’ fees finally awarded or agreed to in settlement for which Client is responsible under this section. Cosmick will promptly notify Client of any such claim and reasonably cooperate in its defense, at Client’s expense.

9. Limitation of Liability

9.1 No Guarantee of Results. Client understands that all Services are provided “as is,” and results can vary. Cosmick makes no guarantee of specific rankings, traffic, impressions, leads, or revenue outcomes from the Services. Past performance is not an assurance of future results.

9.2 Cap on Liability. To the fullest extent permitted by law, Cosmick’s aggregate liability to Client for any and all claims, losses, or damages arising under this Agreement or related to the Services, whether in contract, tort, or otherwise, shall not exceed an amount equal to two (2) months of the most recent management fees actually paid by Client for CGAP Services.

9.3 No Consequential Damages. In no event will Cosmick be liable to Client for any indirect, incidental, consequential, special, or punitive damages, or any loss of profits, revenue, data, or goodwill, arising out of or relating to the Services or these Terms, even if Cosmick has been advised of the possibility of such damages. Cosmick is not responsible for any business losses resulting from decisions made by Client based on deliverables or recommendations provided as part of the Services.

10. Third‑Party Vendors & Optional Tools

Client authorizes Cosmick to collaborate with or utilize third‑party vendors and tools (e.g., web hosting providers, call‑tracking services, freelance creatives, software plugins) as reasonably necessary to perform the Services. Any third‑party fees or costs that are not explicitly included in Cosmick’s own service fees will either be paid directly by Client or passed through to Client at cost with prior approval. Cosmick will not incur significant third-party expenses on Client’s behalf without obtaining Client’s permission.

11. Call‑Tracking Services

If requested by Client, call‑tracking numbers or call‑tracking software may be provisioned to monitor campaign performance. Such services may be billed separately from the core CGAP fees. Client is responsible for any per‑minute usage charges or subscription fees associated with third-party call tracking providers. Cosmick makes no warranty regarding the uptime or accuracy of third-party call tracking services.

12. Website Migration & Technical Changes

If Client’s existing CMS, website, or tech stack does not permit required integrations or functionality needed for the Services, Cosmick may recommend a website/platform migration or the installation of additional plugins or code. Any related design, development, or licensing fees for such changes are outside the core CGAP Service scope and will require separate approval and billing. Cosmick will inform Client of any such needs in advance, and no additional fees will be incurred without Client’s agreement.

13. Force Majeure

Neither party will be liable for any delay or failure in performing its obligations (except payment obligations) due to causes beyond its reasonable control, such as natural disasters, acts of God, acts of government, war, civil unrest, epidemics, strikes or labor disputes, Internet or telecommunications failures, or power outages. The affected party shall give prompt notice to the other and make reasonable efforts to resume performance as soon as possible. If a force majeure event extends for more than thirty (30) days, either party may terminate the affected Services by written notice without liability (except that Client will remain responsible for fees for Services provided up to the effective termination date).

14. Notices

All notices under this Agreement must be in writing and shall be deemed given as follows:

To Cosmick: Notices must be sent to 1874 Catasauqua Rd., Suite 248, Allentown, PA 18109, USA, and emailed to legal@cosmickmedia.com.
To Client: Notices will be sent to the postal address or email address provided by Client in the Master Agreement (or such updated address as Client may designate in writing).

Notices delivered in person or by certified mail are effective upon receipt (as confirmed by delivery records or signature). Email notices are effective only upon the sender’s receipt of a non-automated confirmation (reply or acknowledgment) from the recipient. Automated read-receipts or delivery confirmations are insufficient on their own to prove effective notice.

15. Modifications

Cosmick may update or modify these Terms from time to time. Any material changes will become effective thirty (30) days after Cosmick provides notice to Client of the changes, either by email or by posting an updated version of the Terms on the Cosmick website or client portal. If Client objects to any such change, Client may terminate the Services by providing written notice to Cosmick before the new terms take effect (such termination will not relieve Client of any obligations for the then-current term). Continued use of the Services after the effective date of an update constitutes Client’s acceptance of the revised Terms.

16. Governing Law, Venue & Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, USA, without regard to its conflict-of-laws principles. The parties agree that any dispute, claim, or legal action arising out of or relating to the Services or this Agreement shall be brought exclusively in the Court of Common Pleas of Northampton County, Pennsylvania, or (if jurisdictionally applicable) the United States District Court for the Eastern District of Pennsylvania. Each party consents to the personal jurisdiction of these courts and waives any objection on the grounds of venue or forum non conveniens. The prevailing party in any such dispute shall be entitled to recover its reasonable attorneys’ fees and costs (including any collection expenses).

17. Assignment; Survival; Severability

17.1 Assignment. Client may not assign or transfer the Master Agreement or these Terms, in whole or in part, without Cosmick’s prior written consent, except to a successor entity in the event of a merger or sale of substantially all of Client’s assets (provided that the successor agrees in writing to assume all of Client’s obligations hereunder). Cosmick may assign or delegate its rights and obligations to an affiliate or successor in interest as part of a reorganization, merger, or sale of its business.

17.2 Survival. Provisions of this Agreement which by their nature should survive termination (including, but not limited to, provisions regarding payment obligations, confidentiality, intellectual property ownership, indemnification, limitation of liability, and governing law/dispute resolution) shall survive any expiration or termination of the CGAP Services or this Agreement.

17.3 Severability. If any provision of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions of these Terms will remain in full force and effect. The parties shall endeavor in good faith to replace any invalid, illegal, or unenforceable provision with a valid provision that most closely approximates the intent and economic effect of the original.

18. Management Services & Fair Use Policy

18.1. Principle: Cosmick Media’s management fees are structured to provide exceptional value based on the Client’s selected media budget. This policy is designed to ensure that the level of service provided is aligned with the agreed-upon scope and fees, protecting our ability to deliver high-quality results for all our clients.

18.2. Scope of Standard Management Services: Your monthly fee includes the ongoing management and optimization of your digital advertising campaigns as defined in your Service Agreement. Standard activities include:

Campaign creation, implementation, and management.
Bid, budget, and targeting adjustments.
Performance monitoring and analysis.
Standard performance reporting is included in the monthly management fee. Requests for custom reporting, advanced data analysis, or specialized dashboards are considered out-of-scope and will be subject to an additional fee. A formal quote will be provided to the Client for written approval before any custom reporting work commences.
Regularly scheduled communication (calls/meetings) and reasonable email support during business hours.
Minor ad creative updates (e.g., text changes, swapping existing images/videos).
Up to (3) SEO custom blogs or areas served/specialty pages per month.
Up to (5) organic social media posts per week.

18.3. Out-of-Scope and Unreasonable Requests: While we aim to be flexible partners, any requests that fall substantially outside the activities listed above will be considered out-of-scope. This ensures that the resources allocated to your account are used effectively for managing your media budget. Examples of out-of-scope requests include:

Major Creative Production: Net-new graphic design projects (e.g., branding, logos), video creation/editing, or professional photography.
Development Work: New website or landing page development, advanced conversion tracking implementation requiring custom coding, or CRM/API integrations.
Strategic Overhauls: Complete marketing strategy redevelopment, extensive competitor analysis projects, or new market entry research.
Excessive Communication: Demands for unscheduled, immediate, or after-hours meetings, or a volume of communication that hinders our ability to perform core campaign management tasks.
Substantial Campaign Additions: Requests to build out numerous new campaigns across new platforms or services that would reasonably require a project-based approach rather than falling under monthly management.

18.4. Procedure for Out-of-Scope Requests: If a Client request is identified as out-of-scope, Cosmick Media will follow this procedure:

We will promptly inform the Client that the request falls outside the monthly management services.
We will provide a detailed Statement of Work (SOW) and a separate quote outlining the cost, timeline, and deliverables for the requested work.
Work on the out-of-scope request will only commence after Cosmick Media receives a signed SOW and any required upfront payment from the Client.

19. Entire Agreement

These Terms, together with the Master Agreement and any valid addenda or amendments, constitute the entire agreement between Cosmick and Client concerning the Cosmick Growth Accelerator Program. They supersede all prior and contemporaneous understandings, proposals, or communications, whether oral or written, relating to the subject matter herein. In entering into this Agreement, neither party is relying on any representation or warranty that is not expressly set forth in the written agreement between the parties.

20. Contact

If you have questions about these Terms or the Services, please contact Cosmick at legal@cosmickmedia.com or 610-419-1013. We value our partnership and will be happy to address any concerns regarding these Terms or any other aspect of the CGAP Services.

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