Terms & Conditions

These Terms & Conditions constitute a legally binding agreement between you and PolarWerks LLC, a Georgia limited liability company with its principal place of business in the greater Atlanta, Georgia metropolitan area. This Agreement governs your access to and use of all marketing services, deliverables, reports, and digital assets provided by PolarWerks.

This Agreement is effective as of the date you sign a service agreement or Statement of Work ("SOW") with PolarWerks, whichever occurs first. PolarWerks reserves the right to update these Terms at any time. Continued use of our services following notice of such changes constitutes your acceptance of the revised Terms. We will notify you of material changes via email to the address on file or through your client dashboard.

Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship between the parties. You represent and warrant that you have the legal authority to enter into this Agreement on behalf of yourself or the organization you represent.

PolarWerks provides digital marketing services exclusively to home service companies, including but not limited to HVAC, plumbing, electrical, roofing, and related trades. Services offered include, but are not limited to:

• Search Engine Optimization (SEO) and Local SEO
• Google Ads, Microsoft Ads, and Local Services Ads management
• Google Business Profile optimization and management
• Website design, development, and conversion rate optimization
• Social media content creation and scheduling
• Call tracking and lead attribution setup via CallRail or equivalent platforms
• Reputation management and review generation
• Monthly analytics reporting and strategy calls

The specific services to be provided, their scope, and associated fees will be set forth in a mutually executed Statement of Work or service agreement. PolarWerks reserves the right to modify service offerings, tools, platforms, and methodologies at any time, provided that such changes do not materially reduce the value of services promised under a current SOW without prior notice to the Client.

PolarWerks acts as an independent contractor and not as an employee or agent of the Client. All services will be performed in a professional manner consistent with industry standards for digital marketing.

All fees for PolarWerks services are due and payable as specified in the applicable SOW or invoice. Unless otherwise agreed in writing, the following payment terms apply:

• Retainer fees are billed monthly in advance on the first (1st) of each billing cycle.
• Ad spend is billed separately from management fees and is due no later than five (5) business days before campaigns are scheduled to launch or renew.
• One-time project fees(such as website builds) require a 50% deposit before work commences, with the remaining balance due upon project completion and prior to final delivery.
• Late payments will accrue interest at the rate of 1.5% per month (18% annually) or the maximum rate permitted by applicable law, whichever is lower, from the due date until paid in full.

PolarWerks reserves the right to pause or suspend services, including pausing active advertising campaigns, if payment is not received within ten (10) days of the due date. PolarWerks shall not be liable for any loss of leads, revenue, or business resulting from a service suspension caused by non-payment.

All fees are exclusive of applicable federal, state, or local taxes. Client is responsible for paying all applicable taxes, levies, or duties imposed on the services received. Refunds are not provided for services already rendered or for ad spend that has been committed to a platform.

PolarWerks accepts payment via ACH bank transfer, major credit cards, and checks. Credit card payments may be subject to a processing fee of up to 3%, which will be disclosed prior to billing. Returned checks will incur a $35 returned check fee.

The success of any digital marketing engagement depends on timely and complete cooperation from the Client. By entering into this Agreement, Client agrees to:

• Provide PolarWerks with accurate, complete, and up-to-date information about the business, services offered, service areas, pricing, and branding guidelines.
• Grant PolarWerks administrative access to all necessary platforms within five (5) business days of the start date, including but not limited to Google Ads, Google Analytics, Google Business Profile, Google Search Console, Meta Business Suite, and the Client's website CMS or hosting account.
• Respond to requests for approvals, content, feedback, or information within three (3) business days. Delays caused by Client inaction may result in delayed deliverables and campaign launch dates, for which PolarWerks shall bear no responsibility.
• Ensure that all business claims, offers, and representations made in marketing materials are truthful, compliant with applicable law, and authorized by the Client.
• Designate a primary point of contact who is authorized to make decisions on behalf of the Client and attend scheduled strategy calls.
• Maintain all applicable business licenses, insurance, and regulatory compliance required to operate in the Client's jurisdiction and industry.

Client acknowledges that the effectiveness of digital marketing services is influenced by factors outside PolarWerks's direct control, including market conditions, competitor activity, algorithm changes by search engines and advertising platforms, and the Client's own operational capacity to handle leads and convert them into paying customers. PolarWerks is not responsible for a Client's inability to answer calls, follow up with leads, or otherwise convert leads into revenue.

Upon receipt of full payment for services, PolarWerks assigns to Client all right, title, and interest in and to any original content, copy, graphic design, and website code created specifically and exclusively for Client as deliverables under the applicable SOW ("Work Product"), subject to the following conditions:

• PolarWerks retains all rights in its proprietary tools, methodologies, templates, frameworks, pre-existing intellectual property, and any third-party licensed materials incorporated into the Work Product. Such elements are licensed to Client on a non-exclusive basis solely for use in connection with the services provided.
• PolarWerks retains the right to display Work Product in its portfolio, case studies, pitch decks, and marketing materials, including referencing Client's name, logo, and campaign results, unless Client provides a written objection within thirty (30) days of service commencement.
• Client represents and warrants that any content, images, trademarks, or materials provided to PolarWerks for use in campaigns do not infringe upon the intellectual property rights of any third party. Client agrees to indemnify PolarWerks against any claims arising from such materials.
• Ad account assets created within Google Ads, Meta Ads Manager, or other third-party platforms under the Client's owned accounts remain the property of Client. Assets created within PolarWerks-managed accounts are subject to transition procedures as outlined in the Termination section of this Agreement.

PolarWerks does not transfer any ownership of its proprietary reporting software, analytics dashboards, or internal data systems, even if Client has accessed such tools during the engagement.

Each party acknowledges that during the course of this engagement, it may receive or have access to non-public, confidential, or proprietary information belonging to the other party ("Confidential Information"). Confidential Information includes, without limitation, business plans, financial data, customer lists, pricing strategies, marketing strategies, campaign performance data, trade secrets, and technical information.

Each party agrees to:

• Hold all Confidential Information in strict confidence and use at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.
• Not disclose Confidential Information to any third party without the prior written consent of the disclosing party, except to employees or contractors who have a need to know and are bound by confidentiality obligations no less restrictive than those set forth herein.
• Use Confidential Information solely in furtherance of the services described in the applicable SOW.

These confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of or reference to the Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided that the receiving party gives the disclosing party reasonable advance written notice.

Confidentiality obligations under this section shall survive for a period of three (3) years following the termination or expiration of this Agreement.

PolarWerks may offer a performance guarantee as part of certain service tiers, as specified in the applicable SOW. Any such guarantee is subject to the following conditions and limitations:

• Performance guarantees apply only to lead volume or cost-per-lead benchmarks specifically identified in writing in the SOW, and only after a minimum ramp-up period (typically 60 to 90 days) following campaign launch.
• Client must maintain adequate ad budget as recommended by PolarWerks throughout the guarantee period. Reductions in ad spend below the agreed minimum budget void any applicable performance guarantee.
• Client must respond to leads within two (2) hours during normal business hours. PolarWerks is not responsible for leads that are not followed up with in a timely manner and will not count such leads as undelivered for guarantee purposes.
• Performance guarantees are void if Client fails to provide necessary access, approvals, or information in a timely manner, or if Client makes unilateral changes to campaigns or ad accounts without PolarWerks's knowledge.
• Guarantee remedies, if applicable, are limited to service credits or additional service time, as specified in the SOW. Cash refunds are not provided under any performance guarantee.

Unless expressly stated in writing in the SOW, PolarWerks makes no guarantee of specific results, rankings, call volumes, revenue, or return on ad spend. Digital marketing results are inherently variable and are influenced by factors outside PolarWerks's control, including search engine algorithm updates, competitive bidding dynamics, and seasonal market fluctuations.

To the maximum extent permitted by applicable law:

• Aggregate liability: PolarWerks's total aggregate liability to Client for any and all claims arising out of or related to this Agreement, whether in contract, tort (including negligence), strict liability, or any other legal theory, shall not exceed the total fees paid by Client to PolarWerks in the three (3) calendar months immediately preceding the event giving rise to the claim.
• Exclusion of consequential damages: In no event shall PolarWerks be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of business, loss of data, loss of goodwill, or business interruption, even if PolarWerks has been advised of the possibility of such damages.
• Third-party platform actions: PolarWerks shall not be liable for any actions, policy changes, algorithm updates, account suspensions, or service interruptions caused by third-party platforms including Google, Meta, Microsoft, or any advertising network, regardless of their impact on Client's campaigns or business.
• Force majeure: PolarWerks shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including natural disasters, pandemics, governmental actions, internet or telecommunications failures, or acts of third parties.

Client acknowledges that the limitations set forth in this section are a fundamental part of the basis of the bargain between the parties, and that PolarWerks would not have entered into this Agreement without such limitations.

Either party may terminate this Agreement or any active SOW in accordance with the following terms:

• Notice period: Either party may terminate an ongoing monthly retainer engagement with thirty (30) days written notice to the other party. Notice must be delivered via email to the designated representative of each party.
• Minimum commitment: If the applicable SOW specifies a minimum service term (such as a 3-month or 6-month commitment), early termination by Client prior to the end of that term will result in a termination fee equal to the remaining monthly retainer fees owed through the end of the minimum term.
• Termination for cause: PolarWerks may immediately terminate this Agreement if Client: (a) fails to make payment within fifteen (15) days of the due date; (b) breaches any material provision of this Agreement and fails to cure such breach within ten (10) days of written notice; or (c) engages in fraudulent, unethical, or illegal conduct.
• Effect of termination: Upon termination, all outstanding balances become immediately due and payable. PolarWerks will provide Client with access to all owned deliverables and campaign assets within fifteen (15) business days following receipt of final payment. PolarWerks will revoke its own access to Client platforms after completing the transition.
• Data preservation: Following termination, PolarWerks may retain copies of campaign data and reports for internal record-keeping purposes but will not actively use or share such data except as required by law.

Sections of this Agreement that by their nature should survive termination — including Payment Terms, Intellectual Property, Confidentiality, Limitation of Liability, and Governing Law — shall survive the expiration or termination of this Agreement for any reason.

This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflict of law principles. Any dispute, claim, or controversy arising out of or relating to this Agreement or the services provided by PolarWerks that cannot be resolved informally shall be submitted to binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, with arbitration proceedings conducted in Cobb County, Georgia.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement of intellectual property rights or breach of confidentiality obligations.

The parties waive the right to a trial by jury and agree that any arbitration or court proceeding shall be conducted on an individual basis, not as a class action, collective action, or representative proceeding.

If you have questions about these Terms & Conditions or wish to discuss your service agreement, please contact us:

• Company: PolarWerks LLC
• Phone:(770) 316-1806
• Website: polarwerks.com
• Contact page: polarwerks.com/contact
• Business hours: Monday – Friday, 8:00 AM – 5:00 PM Eastern Time

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, representations, warranties, and understandings of the parties. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.