Terms and Conditions
Introduction
These Terms and Conditions ("Terms") govern all sales, advertising, marketing, and related services ("Services") provided by Brown&Becker Sales Contracting and Advertising ("Brown&Becker," "Company," "we," "us," or "our") to any client, advertiser, brand, agency, or other entity ("Client," "you," or "your"). By engaging our Services, signing an agreement, approving a proposal, or otherwise authorizing us to run advertisements on your behalf, you agree to be bound by these Terms.
Brown&Becker provides sales contracting, advertising strategy, media planning, ad placement, campaign management, optimization, reporting, and related consulting services across digital, print, broadcast, social media, and other advertising platforms (collectively, "Platforms"). Specific deliverables, timelines, and fees shall be set forth in a separate insertion order, proposal, statement of work, or agreement ("Order").
Ad Content and Approval
Client Responsibility:
Client is solely responsible for all advertising content, including but not limited to text, images, videos, graphics, claims, landing pages, and offers ("Ad Content"). Client represents and warrants that all Ad Content:
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Is accurate, truthful, and not misleading;
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Complies with all applicable laws, regulations, and industry standards;
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Does not infringe any intellectual property, privacy, publicity, or other rights of any third party.
Approval Rights
Brown&Becker and any Platform reserve the right to review, approve, reject, suspend, or remove Ad Content at any time, for any reason, including brand safety, legal compliance, or Platform policy requirements. Approval of Ad Content does not constitute legal endorsement or assumption of liability by Brown&Becker.
Legal and Regulatory Compliance
Client agrees that all advertising campaigns shall comply with all applicable federal, state, local, and international laws and regulations, including but not limited to:
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Advertising and consumer protection laws;
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Data protection and privacy laws (e.g., GDPR, CCPA/CPRA);
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Industry-specific regulations (e.g., healthcare, financial services, alcohol, gaming);
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Platform-specific policies and guidelines.
Client is solely responsible for ensuring compliance and for obtaining any required licenses, approvals, or disclosures.
Data Usage, Privacy, and Retargeting
Data Collection and Use:
To the extent permitted by law and Platform policies, Brown&Becker may collect, process, and use campaign-related data, including performance metrics, audience insights, and conversion data, solely for providing, optimizing, and reporting on the Services.
Client Data
Client represents and warrants that it has obtained all necessary rights, consents, and permissions to use, share, and process any data provided to Brown&Becker, including personal data used for targeting or retargeting purposes.
Retargeting and Tracking
If campaigns involve cookies, pixels, SDKs, or similar tracking technologies, Client is responsible for providing legally compliant privacy notices, disclosures, and consent mechanisms. Brown&Becker shall not be responsible for Client’s failure to comply with privacy or data protection obligations.
Intellectual Property
Client IP:
Client retains ownership of all intellectual property rights in Ad Content supplied by Client. Client grants Brown&Becker a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, distribute, and display such Ad Content solely for the purpose of providing the Services.
Brown&Becker IP
All methodologies, strategies, reports, templates, tools, and materials developed by Brown&Becker remain the exclusive property of Brown&Becker unless otherwise agreed in writing. No ownership rights are transferred to Client.
Payments and Fees
Fees:
Client agrees to pay all fees, media costs, and expenses specified in the applicable Order. Fees are non-refundable unless expressly stated otherwise.
Payment Terms
Invoices are due within the timeframe stated in the Order. Late payments may accrue interest at the maximum rate permitted by law and may result in suspension or termination of Services.
Joint and Several Liability
Client is jointly and severally liable for all charges incurred for advertising placements, including fees owed to Platforms or third-party publishers, regardless of campaign performance or results.
No Guarantee of Results
Brown&Becker does not guarantee specific results, including impressions, clicks, conversions, sales, or return on investment. Advertising performance depends on numerous factors beyond our control.
Indemnification
Client agrees to defend, indemnify, and hold harmless Brown&Becker, its officers, employees, contractors, and partners from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
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Ad Content;
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Client’s breach of these Terms;
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Violation of any law or third-party rights.
Limitation of Liability
To the maximum extent permitted by law, Brown&Becker shall not be liable for any indirect, incidental, consequential, special, or punitive damages. Brown&Becker’s total liability under these Terms shall not exceed the total fees paid by Client to Brown&Becker in the three (3) months preceding the claim.
Termination
Either party may terminate Services in accordance with the applicable Order. Upon termination, Client remains responsible for all fees, costs, and obligations incurred prior to the effective termination date.
Confidentiality
Each party agrees to keep confidential any non-public, proprietary, or confidential information received from the other party and to use such information solely for purposes of performing under these Terms.
Governing Law and Dispute Resolution
These Terms shall be governed by and construed in accordance with the laws of the state in which Brown&Becker is principally located, without regard to conflict of law principles. Any disputes shall be resolved exclusively in the courts located in that jurisdiction, unless otherwise agreed in writing.
Miscellaneous
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Independent Contractors: The parties are independent contractors.
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Assignment: Client may not assign these Terms without prior written consent.
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Force Majeure: Neither party shall be liable for events beyond reasonable control.
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Entire Agreement: These Terms, together with any Order, constitute the entire agreement between the parties.
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Severability: If any provision is held invalid, the remaining provisions shall remain in effect.
Contact Information
Brown&Becker Sales Contracting and Advertising
26 Seneca Ct, Chester Springs, Pennsylvania,
610-952-4018
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