Terms of Service

Last Updated: April 24, 2025

1. Introduction

Welcome to Performance PPX, LLC ("Performance PPX," "PPX," "we," "us," or "our"). These Terms of Service ("Terms") govern your access to and use of our website, products, and services (collectively, the "Services"). By accessing or using our Services, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not access or use our Services.

Performance PPX provides digital marketing, paid media advertising, search engine optimization (SEO), and artificial intelligence (AI) services to businesses and individuals. These Terms constitute a legally binding agreement between you and Performance PPX regarding your use of our Services.

2. Definitions

For the purposes of these Terms:

‍"Client" refers to any individual or entity that engages Performance PPX to provide Services.

"Content" means any text, graphics, images, music, software, audio, video, information or other materials that are posted, generated, provided or otherwise made available through the Services.

"User" refers to any individual who accesses or uses our Services, including Clients and visitors to our website.

"Deliverables" means any work product, including but not limited to reports, analyses, creative materials, advertisements, campaigns, or other materials created by Performance PPX for a Client pursuant to an agreement.

"Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

3. Services

Performance PPX offers a range of digital marketing and advertising services, including but not limited to:

3.1 Digital Marketing Services: Development and implementation of digital marketing strategies, including content marketing, email marketing, social media marketing, and other digital marketing initiatives.
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3.2 Paid Media Advertising: Management and optimization of paid advertising campaigns across various platforms, including pay-per-click (PPC) advertising, display advertising, social media advertising, and other paid media channels.
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3.3 Search Engine Optimization (SEO): Implementation of strategies to improve organic search visibility, including on-page optimization, off-page optimization, technical SEO, and content optimization.
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3.4 AI Services: Development and implementation of artificial intelligence solutions for marketing and advertising purposes, including but not limited to predictive analytics, automated content generation, chatbots, and personalization engines.
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3.5 Service Modifications: Performance PPX reserves the right to modify, suspend, or discontinue any part of the Services at any time, with or without notice to you. We will not be liable to you or any third party for any modification, suspension, or discontinuation of the Services.

4. Client Agreements

4.1 Service Agreements: Clients may be required to enter into separate service agreements that outline specific terms, conditions, deliverables, timelines, and fees for the Services provided by Performance PPX. Such agreements shall be incorporated into and governed by these Terms.

4.2 Scope of Work: The specific scope of work, deliverables, timelines, and fees for Services provided to Clients will be outlined in a separate agreement or statement of work. Performance PPX will provide Services in accordance with the specifications outlined in such agreements.

4.3 Client Responsibilities: Clients are responsible for providing accurate and complete information necessary for Performance PPX to provide the Services, reviewing and approving Deliverables in a timely manner, and complying with all applicable laws and regulations related to their business and the Services.

5. Fees and Payment

5.1 Fees: Clients agree to pay all fees specified in their service agreement. Unless otherwise specified, all fees are quoted in U.S. dollars and are non-refundable.

5.2 Payment Terms: Payment terms will be specified in the Client's service agreement. Unless otherwise specified, invoices are due upon receipt. Performance PPX reserves the right to suspend or terminate Services for non-payment.

5.3 Taxes: Fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use, or withholding taxes, assessable by any jurisdiction (collectively, "Taxes"). Client is responsible for paying all Taxes associated with their purchases.

5.4 Late Payments: Late payments may be subject to late fees or interest charges as permitted by law and specified in the Client's service agreement.

6. Intellectual Property Rights

6.1 Performance PPX Intellectual Property: Performance PPX and its licensors exclusively own all right, title, and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Services.

6.2 Client Materials: Clients retain all ownership rights in and to the content, materials, and intellectual property they provide to Performance PPX in connection with the Services. Clients grant Performance PPX a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and display such materials solely for the purpose of providing the Services.

6.3 Deliverables: Unless otherwise specified in a Client's service agreement, upon full payment of all applicable fees, Performance PPX grants the Client a non-exclusive, perpetual, worldwide, royalty-free license to use, reproduce, and display the Deliverables for the Client's business purposes. Performance PPX retains all ownership rights in and to any proprietary methodologies, processes, techniques, or intellectual property used in creating the Deliverables.

6.4 Portfolio Rights: Performance PPX reserves the right to include a description of the Services provided to Clients in its portfolio and marketing materials, unless otherwise specified in a Client's service agreement.

7. Confidentiality

7.1 Confidential Information: Each party may disclose to the other certain Confidential Information. "Confidential Information" means any information disclosed by one party to the other party, either directly or indirectly, in writing, orally, or by inspection of tangible objects, that is designated as "confidential," "proprietary," or some similar designation, or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

7.2 Protection of Confidential Information: Each party agrees to use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) to (i) not use any Confidential Information of the other party for any purpose outside the scope of these Terms, and (ii) limit access to Confidential Information of the other party to those of its employees, contractors, and agents who need such access for purposes consistent with these Terms and who have signed confidentiality agreements with the receiving party containing protections no less stringent than those herein.

7.3 Exclusions: Confidential Information shall not include information that (i) is or becomes generally known to the public without breach of any obligation owed to the disclosing party, (ii) was known to the receiving party prior to its disclosure by the disclosing party without breach of any obligation owed to the disclosing party, (iii) is received from a third party without breach of any obligation owed to the disclosing party, or (iv) was independently developed by the receiving party.

8. Representations and Warranties

8.1 Performance PPX Representations and Warranties: Performance PPX represents and warrants that (i) it has the legal power and authority to enter into these Terms, (ii) it will provide the Services in a professional manner consistent with general industry standards, and (iii) it will comply with all applicable laws and regulations in providing the Services.

8.2 Client Representations and Warranties: Client represents and warrants that (i) it has the legal power and authority to enter into these Terms, (ii) it owns or has obtained all necessary rights, consents, and permissions to provide any materials or content to Performance PPX for use in connection with the Services, (iii) such materials and their use by Performance PPX will not infringe, misappropriate, or violate any third party's intellectual property rights or other rights, and (iv) it will comply with all applicable laws and regulations in connection with its use of the Services.

8.3 Disclaimer of Warranties: EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. PERFORMANCE PPX EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. PERFORMANCE PPX DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

9. Limitation of Liability

9.1 Limitation of Liability: IN NO EVENT SHALL PERFORMANCE PPX, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR CONTENT PROVIDERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, OR SUBSTITUTE GOODS OR SERVICES, (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE FEES PAID BY CLIENT TO PERFORMANCE PPX FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

9.2 Exclusions: Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you.

10. Indemnification

10.1 Client Indemnification: Client shall defend, indemnify, and hold harmless Performance PPX, its affiliates, and each of its and its affiliates' respective employees, contractors, directors, suppliers, and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from or relate to (i) Client's use or misuse of the Services, (ii) Client's violation of these Terms, or (iii) Client's violation of any rights of a third party, including intellectual property rights.

10.2 Performance PPX Indemnification: Performance PPX shall defend, indemnify, and hold harmless Client from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from or relate to a claim that the Services, as provided by Performance PPX, infringe a third party's intellectual property rights; provided that Client (i) promptly gives written notice of the claim to Performance PPX, (ii) gives Performance PPX sole control of the defense and settlement of the claim, and (iii) provides to Performance PPX all reasonable assistance, at Performance PPX's expense.

11. Term and Termination

11.1 Term: These Terms shall commence on the date you first access or use the Services and shall continue until terminated as provided herein.

11.2 Termination by Client: Client may terminate these Terms at any time by ceasing all use of the Services and providing notice to Performance PPX. Any fees owed to Performance PPX at the time of termination shall be immediately due and payable.

11.3 Termination by Performance PPX: Performance PPX may terminate these Terms at any time, with or without cause, upon written notice to Client. Performance PPX may also terminate or suspend Client's access to the Services immediately if Client violates these Terms or if Performance PPX reasonably believes that Client has violated these Terms.

11.4 Effect of Termination: Upon termination of these Terms, Client's right to use the Services will immediately cease. Any provisions of these Terms that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

12. General Provisions

12.1 Entire Agreement: These Terms, together with any service agreements or statements of work entered into between Performance PPX and Client, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, and communication, whether written or oral.

12.2 Governing Law: These Terms shall be governed by the laws of the United States and the state in which Performance PPX's principal place of business is located, without regard to its conflict of law provisions.

12.3 Dispute Resolution: Any dispute arising from or relating to the subject matter of these Terms shall be finally settled by arbitration in the county in which Performance PPX's principal place of business is located, using the English language in accordance with the Arbitration Rules and Procedures of the Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees, and all other expenses) incurred in connection therewith.

12.4 Assignment: These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by Client without the prior written consent of Performance PPX, but may be assigned by Performance PPX without consent or any restriction. Any assignment attempted to be made in violation of these Terms shall be void.

12.5 Severability: If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.

12.6 Waiver: The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms to be binding, Performance PPX must provide you with written notice of such waiver through one of its authorized representatives.

12.7 Notices: Any notice or other communication required or permitted to be delivered to Performance PPX under these Terms shall be in writing and sent by certified mail or email to Performance PPX at the address or email address listed on its website.

12.8 Force Majeure: Performance PPX shall not be liable for any failure or delay in performance under these Terms where such failure or delay is due to causes beyond its reasonable control, including but not limited to natural disasters, acts of government, acts of terror, epidemics, pandemics, labor disputes, or the failure of third-party service providers.

12.9 Relationship of the Parties: Nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.12.10 Headings: The section and paragraph headings in these Terms are for convenience only and shall not affect their interpretation.

13. Privacy Policy

13.1 Privacy Policy: Performance PPX's Privacy Policy, available at https://www.performanceppx.com/privacy-policy, is hereby incorporated into these Terms by reference. By using the Services, you agree to the collection, use, and disclosure of your information as set forth in the Privacy Policy.

14. Changes to Terms

14.1 Modifications to Terms: Performance PPX reserves the right, at its sole discretion, to modify or replace these Terms at any time. Performance PPX will provide notice of any changes by posting the new Terms on its website. Your continued use of the Services after any such changes constitutes your acceptance of the new Terms.

14.2 Material Changes: If Performance PPX makes material changes to these Terms, it will notify Clients by email or through a notice on its website prior to the changes becoming effective.

15. Contact Information

15.1 Contact: If you have any questions, please contact us at: www.performanceppx.com/contact.