These Terms & Conditions operate between you (hereinafter referred to as the Client) and 10X ROAS LLC (hereinafter referred to as 10X ROAS, we, our or us). By using any of the services made available by 10X ROAS through the Website or in any other way, you agree and acknowledge that you have read, understood, and unconditionally accepted all of the Terms & Conditions. These Terms & Conditions will be explicitly made available to you electronically for your written acceptance.
1.1 Agreement means an agreement to perform Services, which 10X ROAS will undertake for the Client. The Agreement will come into force when a Client accepts these Terms & Conditions in writing, which may be done by ticking a checkbox on the Website or in another digital format.
1.2 Client is the party that requests for certain creative production services to be rendered by 10X ROAS against an agreed fee.
1.3 Client Content means any and all material and information provided by the Client to be used under the Services by 10X ROAS.
1.4 Dedicated Production means a custom set of premium Services to be delivered to the Client which will require a separate Quotation.
1.5 Intake means the intake form to be filled out by the Client upon the commencement of the Services, which will contain detailed questions regarding the Client's business and target audience.
1.6 Quotation means a more or less specified statement of work and the costs which are related to the performance of these Services which is provided to the Client in advance of the Agreement entering into force. The Quotation includes the pricing listed here. Alternatively, a custom Quotation may be provided by 10X ROAS to the Client, which shall also be subject to these Terms & Conditions, except where expressly indicated to the contrary.
1.7 Services means all services rendered by 10X ROAS regarding its creative production services.
1.8 10X ROAS means 10X ROAS LLC, a company registered in accordance with the laws of the State of Delaware, the United States.
1.9 Website means the 10X ROAS website, located at www.10xroas.com
2. General Provisions
2.1 Solely these Terms & Conditions are applicable to the creation of, content of and compliance with any Agreement between the Client and 10X ROAS.
2.2 Entering into an Agreement with 10X ROAS will result in the Client's unconditional acceptance of the applicability of these Terms & Conditions.
2.3 The Client may not enter into an Agreement with 10X ROAS, nor accept these Terms & Conditions, if the Client does not have the required corporate authority or mental capacity to form a binding legal contract.
2.4 In the event that these Terms & Conditions differ from that which is agreed upon in a Quotation between 10X ROAS and Client, the Quotation will prevail.
2.5 Any terms wielded by Client that contradict these Terms & Conditions are rejected and are therefore not applicable to the Agreement between 10X ROAS and Client.
2.6 In the event that one or more of the provisions in these Terms & Conditions are found to be void, either in whole or in part, the remaining provisions will remain in force. 10X ROAS will formulate new provisions to replace the voided provisions, during which the scope of the original provisions has to be considered carefully.
2.7 10X ROAS is permitted to amend these Terms & Conditions unilaterally. The amended Terms & Conditions are immediately applicable to any Agreements entered into after the amendments have been implemented, and 30 days after written announcement of the amendment to the Client for previously existent Agreements. If the Client continues to use the Services after this 30-day period, the Client will be deemed to have accepted the amended Terms & Conditions.
2.8 Except as supplemented by additional terms and conditions, policies, guidelines, or standards, these Terms & Conditions contain the entire legal understanding between 10X ROAS and the Client and supersedes any and all prior or written understanding or agreements in relation to the Client's use of the Services.
3. Quotations / Proposals and Formation of Agreement
3.1 Quotations and offers made by 10X ROAS are, at all times, without obligation and revocable, until the Agreement is formed.
3.2 10X ROAS cannot be held to its Quotations or offers when Client can reasonably understand that the Quotation or offer, in whole or in part, contains a mistake or error.
3.3 Any and all quotes in Quotations and offers are possibly subject to alteration as a result of unforeseen changes in the Services.
3.4 Any services not specified on a Quotation are not part of the Agreement. The Client is responsible for checking that the details of the Quotation are correct and in line with the Client's wishes.
3.5 For Dedicated Production, the Client and 10X ROAS will first discuss the specifics of their collaboration, prior to 10X ROAS providing the Client with a Quotation which the Client can accept digitally and use to enter into a subscription on custom terms.
4. Execution of the Agreement
4.1 10X ROAS will render the Services to the best of its knowledge and ability. However, every Agreement only sets out best efforts obligations for 10X ROAS, not result obligations.
4.2 10X ROAS will use all reasonable endeavours to ensure that any creative piece delivered by 10X ROAS under the Services meets the guidelines as may be set by Facebook, TikTok, or another relevant social media platform. However, nothing in these Terms & Conditions suggests that 10X ROAS guarantees that these social platforms will approve any piece of content. Where reasonably possible, 10X ROAS will make changes to the creatives in accordance with the social platforms’ requirements.
4.3 If and insofar as the proper execution of the Agreement requires, 10X ROAS has the right to have certain Services performed by third parties. This right also applies to the situation that 10X ROAS is unexpectedly not (fully) able to execute the Agreement due to causes that are not directly attributable to it (unless the nature of the Services dictates otherwise (because the execution could solely be carried out by 10X ROAS)).
4.4 10X ROAS and the Client agree that 10X ROAS will be an independent contractor, and not an agent, employee, or representative of the Client, for any reason.
4.5 The Client acknowledges and agrees that if the Client requests any changes to or deviations from the specifications stated in the Intake, this may lead to delays in completion or additional charges at 10X ROAS's sole discretion.
5. Client's Obligations
5.1 The Client will ensure that all data, tools and information, of which 10X ROAS has stated it is required for the performance of the Services, or of which the Client should reasonably understand it to be necessary for such performance, will be provided to 10X ROAS in a timely, complete and correct manner prior to the commencement of the Services. 10X ROAS shall not be responsible for any unused Services during any given month and the Services shall not roll-over to the subsequent month.
5.2 The Client shall duly inform 10X ROAS of any fact and all circumstances that may be relevant in connection with the execution of the Services, insofar as not specified during the Intake.
5.3 The Client hereby guarantees the correctness, completeness, and reliability of the Intake and all Client Content provided to 10X ROAS.
5.4 Client Content should not include any material or information that (i) is unlawful or inappropriate; (ii) that contains a virus or other hostile program; (iii) constitutes harassment, racism, violence or obscenity; or (iv) infringes intellectual property of copyright of any third party.
5.5 The Client hereby expressly agrees that anything resulting from the Services during a free trial may not be used if the Client terminates the Agreement prior to the commencement of a paid subscription. The free trial is intended to familiarize yourself with the kind of Services offered by 10X ROAS.
5.6 For the Dedicated Production package, the Client is required to physically send the goods to be incorporated into the Services to 10X ROAS offices.
6. Payment and Terms of Payment
6.1 All prices stated on the Website are inclusive of all taxes, unless explicitly stated otherwise.
6.2 Our Weekly Creatives and Unlimited Creatives packages are subject to a 7-day free trial. During the free trial, the Client may use the Services free of charge, after which the free trial will automatically roll over into a paid subscription. The Client will not be charged if the subscription is cancelled prior to the expiration of the free trial.
6.3 Upon the expiry of the 7-day free trial (if applicable) the Client shall automatically be charged on the payment method indicated upon subscribing to the Services. Billing will recur automatically at a monthly interval until the Client terminates the Agreement in accordance with Article 10 of this Agreement.
6.4 All amounts paid by the Client are non-refundable.
6.5 If the Client fails to pay any amounts due within the specified timeframe, 10X ROAS is entitled to charge the maximum statutory interest under applicable law over all amounts payable until the amount due has been paid in full. This shall include instances where the Client fraudulently or incorrectly charges back paid fees. 10X ROAS may also suspend the provision of Services until 10X ROAS has received payment in full.
6.6 If the Client remains in default after 60 days and after receiving an official reminder from 10X ROAS, 10X ROAS may proceed to recovery. The costs related to these proceedings will be borne by the Client. If the Client is declared in default, the Client will owe 10X ROAS, in addition to the principal sum, the statutory (commercial) interest, (extra)judicial collection costs, attorney's fees, and possibly other damages.
6.7 10X ROAS may unilaterally change its subscription plans or features thereof, at any time. Client will be notified of such changes and may exercise its right to cancel the Agreement at any time effective from the next billing cycle.
7. Intellectual Property
7.1 The Client hereby warrants and represents that any Client Content provided by the Client shall be the original creation of the Client. The Client hereby indemnifies and holds 10X ROAS harmless from and against all claims, suits, threats, demands, liabilities, settlements, costs, expenses, and attorney fees relative to any third party's claim that the Client Content or any other content infringes upon or interferes with any proprietary right of such party, including but not limited to copyrights, trademarks, trade secrets, privacy rights, moral rights, patent, publicity rights, or any other right now or in the future existing.
7.2 Subject to the Client meeting its payment obligations under these Terms and Conditions, creative materials created under the Services by 10X ROAS, including but not limited to any images, videos, content, text, and other materials ("Creatives") shall be exclusively owned by the Client. 10X ROAS hereby waives, assigns, and transfers onto the Client, any and all rights in and to all Creatives that may exist with respect to the Creatives under any and all federal or state common law, statutory law, or otherwise.
7.3 By accepting these Terms & Conditions, the Client furthermore expressly agrees and acknowledges that Client does not receive the right and/or title to Creatives created during a free trial, unless the Client enters into the paid subscription following the free trial.
7.4 10X ROAS shall be permitted to list the Client and the Creatives on 10X ROAS's Website and in any of its marketing and advertising, on any medium whatsoever, as having been developed by 10X ROAS. The Client hereby gives 10X ROAS a non-exclusive, royalty-free license to utilize the Creatives for the purposes set forth in this clause.
8.1 10X ROAS hereby disclaims all warranties, whether express or implied, including, but not limited to any warranties regarding quality, suitability, merchantability, and/or fitness for a particular purpose regarding its Services and any Creatives produced thereunder.\
8.2 The Client shall defend, indemnify, and hold harmless 10X ROAS from any and all damages expenses or liability resulting from or arising out of any breach by the Client of these Terms & Conditions and/or any negligence or misconduct on the Client's part.
8.3 10X ROAS is not liable for possible damage caused by the performance of the Agreement, both by itself and by third parties, except in the case of intent or deliberate recklessness on the part of 10X ROAS, provided that it has been demonstrated by the Client.
8.4 If 10X ROAS is deemed liable, this liability is at all times limited to direct damage. 10X ROAS is not liable for indirect, special, incidental, consequential, or punitive damages, however caused. This shall include loss of profits; loss of sales or business; loss of agreements or contracts; loss or damage to goodwill; loss of data; or any other indirect or consequential loss.
8.5 The liability of 10X ROAS is, in any case, limited to the maximum value of the Agreement during the 3 months preceding the occurrence of the damage giving rise to liability.
8.6 In the event of force majeure, there is no shortcoming attributable to 10X ROAS. Force majeure in these Terms & Conditions is understood to mean any circumstance independent of the will of 10X ROAS - even if it was foreseeable at the time the Agreement was concluded - which permanently or temporarily prevents fulfilment of the Agreement, and - to the extent not already therein included - war, danger of war, civil war, riot, strike, transport difficulties, computer malfunctions, power outages, an epidemic or pandemic, staff illness and all external causes, foreseen or not foreseen, on which 10X ROAS does not have any influence.
9.1 During the course of the Services, 10X ROAS may get access to information and materials that the Client deems to be confidential or proprietary. 10X ROAS will protect any such confidential information with reasonable measures using the same standards used as it protects its own 10X ROAS with and will not disclose the confidential information to any third party.
9.2 Under these Terms & Conditions, confidential information shall include any and all information that is of a proprietary, confidential or trade secret nature, of strategic importance, or is otherwise considered to be confidential or proprietary by the releasing party. In any case, this shall be the information provided during the Intake. Confidential information will include items such as business plans, marketing plans and strategies, formula, processes, data, software source codes, financial information, client lists, and all other information deemed confidential by the parties. Confidential information shall not include items that are generally available to the public, generally known in the industry, exist in the public domain, is learned from an outside source independent from the relationship established by the Agreement or was known prior to the entering of the Agreement.
10. Duration and Termination Agreement
10.1 The Agreement is entered into for an indefinite period of time unless agreed upon otherwise in writing. The Agreement will commence on the date these Terms & Conditions are accepted in writing by the Client and shall remain in full force and effect termination of the Agreement in accordance with this Article.
10.2 10X ROAS is entitled to terminate the Agreement without notice and without being liable for any damages or costs, if: (i) the bankruptcy of the Client is pronounced; (ii) Client applies for its own bankruptcy or suspension of payment; (iii) a substantial part of the Client's assets is seized; (iv) Client violates applicable laws or regulations, including (but not limited to) legislation relating to: criminal liability, fraud, misappropriation, (bankruptcy) fraud, bribery or corruption; or (v) Client acts unlawfully towards 10X ROAS.
10.3 The Client may terminate the Agreement at any time, and for any reason. The subscription shall continue until the next renewal date and then automatically terminate.
10.4 The Client shall not be entitled to receive any refund for the remainder of the month (or other timeframe) during which the Client terminates the Agreement. The Client may continue to use the Services until the termination date.
11.1 10X ROAS may assign this Agreement and/or its rights and/or obligations under this Agreement (in whole or in part) without restriction and without notice to the Client. This Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.
11.2 Headings included in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
11.3 The failure to enforce any provision of this Agreement will not constitute a waiver nor be construed as such. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless expressly provided otherwise.
12. Applicable Law
12.1 Only the laws and regulations of the State of Delaware, the United States, apply to the legal relationship between 10X ROAS and the Client.
12.2 If no amicable solution can be reached between 10X ROAS and the Client, the Courts of the State of Delaware are competent (in the first instance) to take cognizance of any dispute, unless the law prescribes otherwise.