Terms & Conditions

Effective Date: March 15, 2025

This Master Agreement for Digital Marketing Services (“Agreement”) is made effective as of (“Effective Date”) by and between Kitchen Lead Solutions, Inc, an Ohio corporation (“Kitchen Lead Solutions”), 888 Critchfield Street, Millersburg, Ohio 44654, and the client whose name and address is associated with the subscription payment received by Kitchen Lead Solutions (“Client”).

The parties acknowledge that the internet is neither owned nor controlled by any one entity; therefore, Kitchen Lead Solutions can make no guarantee on the results that may be provided as a result of its Scope of Work. Kitchen Lead Solutions represents that in good faith it shall make every effort to ensure that the Client’s digital marketing is successful and leads are generated as a result of its Scope of Work. Other than the promises and responsibilities outlined in the Scope of Work set forth herein, Kitchen Lead Solutions does not warrant that the functions supplied by its work, web pages, digital marketing, consultation, advice, or work will meet the Client’s requirements or that the operation of the work/deliverables will be uninterrupted or error-free. The entire risk as to the quality and performance of the work and deliverables is with the Client. Other than set forth specifically herein, Kitchen Lead Solutions shall not be liable to the Client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate these digital marketing services or website(s), even if Kitchen Lead Solutions has been advised of the possibility of such damages.

SCOPE OF WORK. Beginning on the Effective Date and upon the receipt and the successful processing of the first subscription payment to Kitchen Lead Solutions,Kitchen Lead Solutionsl shall provide to Client the services and products described in Addendum “A” attached hereto (collectively, the “Scope of Work”).

TERM. The term of this Agreement shall be for the Term set forth in Addendum “A” attached hereto and starts on the date that payment is received and cleared by Kitchen Lead Solutions. The initial term of this Agreement cannot be canceled or shortened. There will not be a return of funds if Client decides to only utilize the services outlined herein for less than the Term or is unsatisfied with the services provided. After the Term set forth hereinabove has expired, this Agreement will continue on a month-to-month basis. After the initial Term, either party has the right to terminate this Agreement at any time by providing a 30-day written notice to the other party. Upon termination, the Client will be responsible for any fees incurred up to the termination date.

PAYMENT. Payment is set forth in Addendum “A” attached hereto. A subscription payment shall be made in full to Kitchen Lead Solutions each month. No work will be performed until payment has been received and cleared by Kitchen Lead Solutions, Inc. In the event Client shall fail to tender payment when due, Client shall pay all costs of collection, including without limitation, reasonable attorney fees. In addition to any other right or remedy provided by law, if Client fails to pay for the services outlined in the Scope of Work when due, Kitchen Lead Solutions, has the option to treat such failure to pay as a material breach of this Agreement and may cancel this Agreement and/or seek other legal remedies.

REFUND POLICY. Kitchen Lead Solutions maintains a strict ‘No Refund’ policy. All payments made for our services are final. This policy is in place to acknowledge the significant investment in time, resources, and expertise that our service provides.

CANCELLATION POLICY. A written notice of 30 days is required for any cancellation. This policy allows us to adequately adjust our resource allocation and scheduling. The notice of cancellation can be sent via email or through a formal letter. Services and billing will continue until the end of the 30-day notice period.

AUTHORIZATION/REQUEST FOR INFORMATION AND CONTENT. Client agrees to give Kitchen Lead Solutions access to all tools, software, websites, social media, landing pages, accounts, etc., that it will need to access in order to execute its responsibilities under the Scope of Work. Kitchen Lead Solutions will use best efforts to secure and protect all passcodes. Only authorized representatives of Kitchen Lead Solutions will be allowed to access passcodes and only on an as needed basis. In addition, Client agrees to provide all content required (text, articles, photos, graphics, videos, etc.) for the support of Kitchen Lead Solutions responsibilities under the Scope of Work upon Kitchen Lead Solutions request.

COPYRIGHTS AND TRADEMARKS. Client represents to Kitchen Lead Solutions and unconditionally guarantees that any elements of text, graphics, videos, photos, content, designs, trademarks, or other artwork furnished to Kitchen Lead Solutions for inclusion in web pages, social media, etc. are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements. Client agrees to hold harmless, protect, and defend Kitchen Lead Solutions from any claim or suit arising from the use of such elements furnished by the Client.

WORK CREDIT. Client agrees to allow Kitchen Lead Solutions to use Client’s name and/or website for company promotions, online portfolio, past client lists, on social media, in print material, etc., for advertising and promoting Kitchen Lead Solutions services and products to other companies or individuals.

ASSIGNMENT OF SCOPE OF WORK. Kitchen Lead Solutions reserves the right to assign certain subcontractors to the Scope of Work if it sees the need to do so in order to meet the requirements under this Agreement.

INDEPENDENT CONTRACTOR. Nothing herein shall be construed to create an employer-employee relationship between the Client and Kitchen Lead Solutions. Kitchen Lead Solutions is an independent contractor and not an employee of the Client.

INDEMNIFICATION. Client does hereby expressly agree to indemnify and hold harmless Kitchen Lead Solutions and its shareholders, directors, officers, employees, agents, representatives, partners and contractors against all suits, actions, claims, demands, or costs of any kind to which they may be subject arising or resulting at any time or place from anything done or omitted to be done by them in connection with the Scope of Work. The Client hereby waives any and all claims which, but for this waiver, it may have, or which it may hereafter acquire, against Kitchen Lead Solutions, its shareholders, directors, officers, employees, partners and contractors arising or resulting at any time or place from anything done or omitted to be done by Kitchen Lead Solutions regarding the Scope of Work set forth herein.

LAWFUL PURPOSE. Client may only use services Kitchen Lead Solutions provides for lawful purposes. Transmission of any material in violation of any Federal, State or Local regulation is prohibited. This includes, but is not limited to copyrighted material, material legally judged to be threatening or obscene, pornographic, profane, or material protected by trade secrets. This also includes links or any connection to such materials.

VENDORS/CONTRACTORS. In connection with services set forth in the Scope of Work herein, Kitchen Lead Solutions has the right to utilize contractors, third-party companies, and vendors selected by Kitchen Lead Solutions, in its sole and absolute discretion, to complete or support the completion set forth in the Scope of Work. Purchased work from vendors/contractors shall be made under such terms Kitchen Lead Solutions deems, in its sole and absolute discretion, as acceptable. Kitchen Lead Solutions will be responsible for all costs associated with such vendor/contractor, unless the cost is provided to the Client, and the Client agrees in writing to pay said cost.

CONFIDENTIALITY. Darling Local and its shareholders, directors, officers, employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Darling Local or divulge, disclose, or communicate in any manner, any information that is proprietary to Client, or share client information without client approval.. Darling Local and its shareholders, directors, officers, employees, agents, representatives, partners and contractors will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Agreement. Any oral or written waiver by Client of these confidentiality obligations which allows Darling Local to disclose Client’s confidential information to a third party will be limited to a single occurrence tied to the specific information disclosed to the specific third party, and the confidentiality clause will continue to be in effect for all other occurrences. Upon termination of this Agreement,

DEFAULT. The occurrence of any of the following shall constitute a material default under this Agreement: (a) the failure to make a required payment when due, (b) the insolvency or bankruptcy of either party, (c) the subjection of any of either party’s property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency, and/or (d) the failure to make available or deliver the services in the Scope of Work in the time and manner provided for in this Agreement. Upon default, the non-defaulting party shall give the defaulting party, by written notice, notice of the default and the right to cure within five (5) calendar days. In the event that the defaulting party fails to cure the default within the prescribed time, the non-defaulting party may terminate this Agreement and seek any and all available remedies provided under applicable law.

REMEDIES CUMULATIVE. All of the rights and remedies of the parties shall be cumulative, and the exercise or assertion of one or more of such rights or remedies shall not affect any other rights or remedies allowed by law or equity.

FORCE MAJEURE. If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages or other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.

DISPUTE RESOLUTION. Any dispute or difference whatsoever arising out of or in connection with this Agreement will attempt to first be resolved through an agreed upon third-party non-binding mediation/negotiation prior to Arbitration: Costs of mediation will be shared equally unless otherwise agreed. Mediation is non-binding, and legal remedies may be pursued if resolution is not reached.

If unsuccessful, the dispute or difference shall be submitted to Critchfield, Critchfield & Johnston, Ltd with an address of 138 E Jackson St, Millersburg, OH 44654 (arbitration/mediation/negotiation) in accordance with, and subject to the laws of the state of Ohio in the United States.

ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Agreement. This Agreement supersedes any prior written or oral agreements between the parties.

SEVERABILITY. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.

AMENDMENT. This Agreement may be modified or amended in writing by mutual agreement between the parties if the writing is signed by the party obligated under the amendment.

GOVERNING LAW. This Agreement shall be construed in accordance with the laws of the State of Ohio.

NOTICE. Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph, or to such other address as one party may have furnished to the other in writing.

WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.

ATTORNEY’S FEES TO PREVAILING PARTY. In any action arising hereunder or any separate action pertaining to the validity of this Agreement, the prevailing party shall be awarded reasonable attorney’s fees and costs, both in the trial court and on appeal.

CONSTRUCTION AND INTERPRETATION. The rule requiring construction or interpretation against the drafter is waived. The Agreement shall be deemed as if it were drafted by both parties in a mutual effort.

ASSIGNMENT. Client shall not assign or transfer this Agreement without the prior written consent of Kitchen Lead Solutions.

CONTACT AND COMMUNICATION. ‍For inquiries, requests, or concerns regarding these policies, please reach out to us at:  

Kitchen Lead Solutions, Inc  
888 Critchfield Street 
Millersburg, OH 44654, USA  
Email: [email protected]  
Phone: 1 (315) 636-2739

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ADDENDUM “A”

Our services are tailored to meet the unique needs of each client, encompassing comprehensive SEO strategies, including market analysis, keyword research, content optimization, and performance tracking. We work to improve the online visibility of your  Google Business Profile in search, though we cannot guarantee specific ranking outcomes due to the dynamic nature of search engines. Regular updates and reports will be provided to keep you informed of progress and performance.

SCOPE OF WORK. Beginning on the Effective Date and upon the receipt and the successful processing of the first payment to Kitchen Lead Solutions, Kitchen Lead Solutions shall provide to Client the services and products described hereinbelow (collectively, the “Scope of Work”):

What’s included in our Google Business Profile Service

Transparent Communication
Our USA-based team will provide a regular summary of tasks completed, plus send you a monthly progress report. We will also notify you whenever something is needed to ensure you appear in local search results quickly.

Profile Optimization
Within a few days of gaining access to your Google Business Profile, we will optimize it in a way that targets the best keywords for your business in local search results and Google maps.

Google Review Management
Get more 5-star Google reviews with our easy to use REVUENGINE cards and review platform. We can also reply to your reviews for you. With “Smart Review Response” enabled we can improve SEO relevant reviews from your customers.

Image Optimization
We optimize your images for your target keywords and locations. We then add them to the photo section of your Google Business Profile at the optimal moment instead of all at once.

Google Business Posts
Using your website and thousands of data points we write, schedule and publish SEO optimized content to your Google Business Profile at the perfect time to improve visibility in local search results and Google maps.

Q&A
We will ask and reply to hyper specific questions and answers on your Google Business Profile using your target keywords and information we find on your website.

Citation Management
We build citations on all major search platforms (where 98% of people search online) including voice search so people can find your business wherever they are. Everything simply syncs when you make changes to your Google Business Profile.

Social Media Syndication
We can also post to your Facebook & Instagram pages with a link back to your Google Business Profile to help drive more traffic and interactions, which can help improve visibility in search results.

Heatmap Audits
Our heatmap audits show exactly where your Google Business Profile is ranking both in local search results and Google Maps for your target keywords.

TERM. No contract, no long-term commitment. Agreement shall continue on a month-to-month basis unless terminated by either party upon providing a written 30-day notice to the other party (“Term”). The term starts on the date that payment is received and cleared by Kitchen Lead Solutions, Inc. Acceptance of this “Scope of Work” is upon payment.

PAYMENT. Payment shall be made to Kitchen Lead Solutions, Inc upon the receipt and the successful processing of the first subscription payment No work will be performed by our team until payment has been received and cleared by Kitchen Lead Solutions.