Please note there are two sets of terms outlined on this page – one specifically related to your usage of our website, and the second related to our services. When you become a customer you are agreeing to both these sets of terms.

ION IGNITE Services Agreement

This Marketing Services Agreement (this “Agreement”), dated as of date set forth on the Order Confirmation Webpage (the “Effective Date”), is by and between ION IGNITE LtdGroup LLC, a company registered in England and WalesColorado limited liability company, with offices located at 3365 Beeler Ct., Denver, CO 80238 with company registration number 15034700 (“ION IGNITE”) and you and the entity (if any) on behalf of which you are purchasing certain services (“Customer” and together with ION IGNITE, the “Parties,” and each a “Party”).

WHEREAS, ION IGNITE has the capability and capacity to provide certain marketing services; and

WHEREAS, Customer desires to retain ION IGNITE to provide such services, and ION IGNITE is willing to perform such services under the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ION IGNITE and Customer agree as follows:

1. Acceptance of Terms.  

ION IGNITE PROVIDES THE SERVICES (AS DEFINED BELOW) SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND THE ORDER CONFIRMATION WEBPAGE AND ON THE CONDITION THAT CUSTOMER ACCEPTS AND COMPLIES WITH THEM. BY CLICKING THE “ACCEPT” BUTTON/CHECKING THE “ACCEPT” BOX ON THE ORDER CONFIRMATION WEBPAGE (I.E. THE WEBPAGE ON WHICH YOU SELECTED THE SERVICES YOU DESIRE TO PURCHASE AND CONFIRM YOUR PURCHASE, THE “ORDER CONFIRMATION WEBPAGE”) YOU (A) ACCEPT THIS AGREEMENT AND THE ORDER CONFIRMATION WEBPAGE AND AGREE THAT CUSTOMER IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE 18 YEARS OF AGE OR OLDER/OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II) IF CUSTOMER IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND THE ORDER CONFIRMATION WEBPAGE ON BEHALF OF CUSTOMER AND BIND CUSTOMER TO ITS TERMS. IF CUSTOMER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT AND THE ORDER CONFIRMATION WEBPAGE, ION IGNITE WILL NOT PROVIDE THE SERVICES.

2. Services.

2.1. ION IGNITE shall provide to Customer the services, as described in more detail on the Exhibit A (the “Services”) in accordance with the terms and conditions of this Agreement.  The Order Confirmation Webpage, or the invoice, contains: (a) a detailed description of the Services to be performed; (b) the date upon which the Services will commence; and (c) the fees to be paid to ION IGNITE.

2.2. Customer shall:

2.2.1. Cooperate with ION IGNITE in all matters relating to the Services;

2.2.2. Respond promptly to any ION IGNITE request to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for ION IGNITE to perform the Services in accordance with the requirements of this Agreement;

2.2.3. Provide such Customer materials or information as ION IGNITE may request to carry out the Services in a timely manner and ensure that such Customer materials or information are complete and accurate in all material respects;

2.2.4. Obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services prior to the acceptance of this Agreement;

2.2.5. Review all materials created or modified by ION IGNITE in connection with the Services (including social media and advertisements) and confirm that all materials comply with the applicable laws and regulations, no materials infringe on third-party intellectual property rights, and no materials are defamatory in nature;

2.2.6. Provide login access to Customer’s social media and other accounts and review and confirm that all of Customer’s ad spend account budgets are correctly inputted by ION IGNITE in each applicable account;

2.2.7. Create and maintain backup versions of all Customer materials and information ION IGNITE is given access to, whether or not the materials are within the scope of the Services; and

2.2.8. Protect (and not disclose to ION IGNITE) any information that may be subject to any obligations of confidentiality or non-use and to which ION IGNITE is not intended to have access to or otherwise know or use.

2.3. To the extent that Customer intends to market and advertise any products containing CBD, Customer represents that such CBD products contain less than 0.3 percent THC and such advertising is not directed at anyone under the age of 21 and does not include any cartoons or marketing which would be appealing to children.  In the event Customer intends to advertise and market recreational marijuana, Customer shall abide by the guidelines set forth in Exhibit B as well as any applicable state and local laws and any changes to such laws.

2.4. In connection with the Services, ION IGNITE may place multiple cookies and/or tracking pixels on Customer’s website, landing pages, webpages built by ION IGNITE, Customer’s apps, or elsewhere.  These cookies and/or tracking pixels may be used to optimize Customer’s marketing campaigns, track Customer’s audience, analyze Customer’s audience, or other purposes.  ION IGNITE may use the same cookie and/or tracking pixel on other websites, landing pages, pages built by ION IGNITE, other apps, or elsewhere, including those properties that belong to other customers of ION IGNITE.  The data collected may be used to optimize Customer’s advertising, or the advertising of other customers of ION IGNITE.  Customer acknowledges that it is Customer’s responsibility to ensure Customer’s website(s), app(s), and other properties feature privacy policies that allow for these actions.

3. Fees and Expenses.

3.1. In consideration of the provision of the Services by ION IGNITE and the rights granted to Customer under this Agreement, Customer shall pay the fees set out in the Order Confirmation Webpage. All fees, once paid, shall be non-refundable and shall be paid monthly in advance to the performance of the Services.  Delays caused by Customer may result in additional fees.  Payment to ION IGNITE of such fees, in addition to the fees set out in the Order Confirmation Webpage, shall constitute payment in full for the performance of the Services.  Customer shall be responsible for all out-of-pocket expenses in connection to the Services and ION IGNITE shall not be obligated to incur any out-of-pocket expenses on Customer’s behalf.  ION IGNITE will continue to charge the credit card or account of the customer used for payment of the Services upon submission of the Order Confirmation Webpage during the Term of this Agreement.  In the event any charge fails, ION IGNITE reserves the right to invoice for unpaid amounts pursuant to Section 3.2.

3.2. To the extent any invoices include payment terms, each invoice will be payable immediately upon receipt by Customer.  Except for invoiced payments that Customer has successfully disputed, all late payments shall be assessed a $100 late payment charge for all payments after 3 days.

3.3. In addition to all other remedies available under this Agreement or at law or in equity (which ION IGNITE does not waive by the exercise of any rights hereunder), ION IGNITE shall be entitled to suspend the provision of any Services or otherwise withhold access to the content derived in connection with any unpaid Services if Customer fails to pay any amounts when due hereunder and such failure continues for 3 calendar days.  Customer shall also reimburse ION IGNITE for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees.

3.4. Customer shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Customer hereunder; provided,however, that, in no event shall Customer pay or be responsible for any taxes imposed on, or with respect to, ION IGNITE’s income, revenues, gross receipts, personnel, real or personal property, or other assets.

4. Warranties.

4.1. ION IGNITE warrants that it shall perform the Services in accordance with the terms and subject to the conditions set out in the Order Confirmation Webpage and this Agreement.

4.2. EXCEPT AS PROVIDED IN SECTION 4.1, ION IGNITE MAKES NO WARRANTIES ON THE SERVICES AND ALL SERVICES ARE BEING PROVIDED ON AN “AS IS” BASIS.  ALL WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED, INCLUDING THE WARRANTY OF MERCHANTABILITY, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF TITLE, AND WARRANTY OF NON-INFRINGEMENT OF INTELLECTUAL PROPERTY OR INFRINGEMENT OF ANY OTHER RIGHTS.  ION IGNITE MAKES NO REPRESENTATIONS OR WARRANTIES IN REGARD TO THE ACCURACY, LIKELY RESULTS, OR RELIABILITY OF THE USE OF MATERIALS ON ITS WEBSITE OR ANY MATERIALS USED IN CONNECTION WITH THE SERVICES.  ION IGNITE DOES NOT IN ANY WAY GUARANTEE ANY RESULTS IN CONNECTION WITH THE SERVICES, AND CUSTOMER IS NOT GUARANTEED AN INCREASE IN SALES OR THAT CUSTOMER WILL NOT SUFFER LOSSES AS A RESULT OF THE SERVICES.

4.3. Customer represents and warrants that it is the rightful owner of all content displayed on the Customer’s website, including all Customer Intellectual Property (as defined below).  Customer warrants that it will review all materials produced or modified by ION IGNITE in connection with the Services (the “Content”) prior to approving.  In the event that the Customer does not affirmatively reject or comment on the Content within 5 days, then such Content shall be deemed to have been approved by the Customer. The Customer acknowledges that, once Content has been approved and distributed, it might not be possible to revise or retract such Content (e.g., if it was downloaded, screenshot, or otherwise copied by a third party).  Customer acknowledges and agrees that it is responsible for determining whether the Content infringes on any third-party intellectual property rights, third-party confidentiality rights, and that all Content is in compliance with the applicable laws and regulations.  ION IGNITE shall not be responsible for making such determinations and Customer shall indemnify ION IGNITE for any claims arising from Customer’s determinations.

5. Intellectual Property.

5.1. For the purposes of this Agreement, “Intellectual Property” includes all writings, works of authorship, designs, photos, text, graphics, artwork, and similar items.

5.2. All Intellectual Property created or provided solely by ION IGNITE, all Intellectual Property produced, or authored by ION IGNITE in the course of performing the Services for Customer, together with any associated copyrights, (collectively “ION IGNITE Intellectual Property”) are the exclusive property of ION IGNITE.  Customer acknowledges that ION IGNITE may currently be, or may in the future be, reusing ION IGNITE Intellectual Property in connection with providing similar services to other customers.  ION IGNITE grants to Customer a non-exclusive, worldwide, royalty-free, license exercisable, to use any ION IGNITE Intellectual Property incorporated into the Content solely for purposes of utilizing and/or publishing the Content for the intended purpose.  Except for the rights expressly granted above, this Agreement does not transfer from ION IGNITE to Customer any ION IGNITE Intellectual Property and all rights, titles and interests in and to the same shall remain solely with ION IGNITE.

5.3. All Intellectual Property created or provided solely by Customer, all Intellectual Property produced, or authored by Customer prior to ION IGNITE performing the Services for Customer, together with any associated copyrights, (collectively “Customer Intellectual Property”) are the exclusive property of Customer.  No right, property, license, permission or interest of any kind in or to the use of Customer Intellectual Property is or is intended to be given to, transferred to, or acquired by ION IGNITE by the execution, performance or nonperformance of this Agreement or any part thereof.

5.4. Customer hereby represents and warrants that it is the owner of, or has the necessary permission to use, all Content, including, but not limited to Customer Intellectual Property and other copyrightable Content it provides to ION IGNITE for use by ION IGNITE in the performance of its Services.  Furthermore, Customer agrees to review and approve all Content prior to its use, and to indemnify and hold harmless ION IGNITE from and against any and all damages, liabilities, losses, judgments, costs, and attorneys’ fees arising directly out of, or relating to third party claims alleging that ION IGNITE violated a third party’s intellectual property rights in the performance of its Services hereunder, including any alleged infringement related to ION IGNITE Intellectual Property.

6. Term, Termination, and Survival.

6.1. This Agreement shall commence as of the Effective Date and shall continue thereafter until cancelled pursuant to this Section 6.

6.2. Customer may cancel the recurring monthly services described in the Order Confirmation Webpage at any time before the credit card is charged for the next month.  All cancellation requests must be submitted by changing Customer’s account settings on ION IGNITE’s website.  There is no fee for cancelling monthly services; however, monthly service fees are non-refundable once paid.  A notice of cancellation will be effective as of the last day of the then-current billing period and ION IGNITE will continue providing the Services until such date, unless Customer instructs ION IGNITE to stop providing the Services at an earlier date.

6.3. ION IGNITE may terminate this Agreement for any reason, effective upon 7 days written notice to the Customer.

6.4. ION IGNITE may terminate this Agreement, effective immediately upon written notice to the Customer, if the Customer: (a) breaches this Agreement, and such breach is incapable of cure, or with respect to a breach capable of cure, the Customer does not cure such breach within 5 days after receipt of written notice of such breach, (b) becomes insolvent or admits its inability to pay its debts generally as they become due, (c) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within 7 days or is not dismissed or vacated within 45 days after filing, (d) is dissolved or liquidated or takes any corporate action for such purpose, (e) makes a general assignment for the benefit of creditors, (f) has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business, or (g) if Customer fails to pay any amount when due hereunder and such failure continues for 3 days after Customer’s receipt of written notice of nonpayment.

6.5. The rights and obligations of the Parties set forth in this Section 6.5 and Sections 3, 4, 5, 7, 8, 15, and 16, and any right or obligation of the Parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.

7. Non-Solicitation.

Customer agrees that during the performance of the Services and for a period of twenty-four (24) months after completion of the Services, Customer shall not, without ION IGNITE’s prior written consent, directly or indirectly, (i) cause or attempt to cause any employee, agent, or contractor of ION IGNITE or any ION IGNITE affiliate to terminate his or her employment, agency, or contractor relationship with ION IGNITE or any ION IGNITE affiliate; (ii) interfere or attempt to interfere with the relationship between ION IGNITE and any employee , agent or contractor; or (iii) hire or attempt to hire any employee, agent or contractor of ION IGNITE or any ION IGNITE affiliate.

8. Limitation of Liability.

8.1. IN NO EVENT SHALL ION IGNITE BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, PROFIT, OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT ION IGNITE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

8.2. IN NO EVENT SHALL ION IGNITE BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY VIOLATION OF INTELLECTUAL PROPERTY RIGHTS, CONFIDENTIALITY RIGHTS, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES ARISING THEREFROM.  CUSTOMER FURTHER INDEMNIFIES ION IGNITE FOR ANY FAILURE TO FULFILL CUSTOMER’S OBLIGATIONS UNDER SECTION 2.2 OR BREACH OF SECTION 4.3 OF THIS AGREEMENT.

8.3. IN NO EVENT SHALL ION IGNITE BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OR DAMAGE TO CUSTOMER’S DOCUMENTS OR DATA, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES ARISING THEREFROM.  ION IGNITE SHALL NOT BE LIABLE FOR THE DELETION, DESTRUCTION, DAMAGE, LOSS, OR FAILURE TO STORE ANY OF CUSTOMER’S DATA.  CUSTOMER ACKNOWLEDGES THAT THERE IS NO GUARANTEE THAT ION IGNITE WILL NOT BE SUBJECT TO A DATA BREACH, VIRUS, TROJAN HORSE, MALWARE, OR OTHER MALICIOUS CODE, AND THAT, IN SUCH EVENT, ION IGNITE SHALL NOT BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OR DAMAGES ARISING THEREFROM.  CUSTOMER FURTHER INDEMNIFIES ION IGNITE FOR ANY FAILURE TO FULFILL CUSTOMER’S OBLIGATIONS UNDER SECTION 2.2 OF THIS AGREEMENT.

8.4. IN NO EVENT SHALL ION IGNITE BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY DAMAGES RELATING TO THE ACCURACY, LIKELY RESULTS, OR RELIABILITY OF THE USE OF MATERIALS ON ION IGNITE’S WEBSITE OR ANY MATERIALS USED IN CONNECTION WITH THE SERVICES.

8.5. IN NO EVENT SHALL ION IGNITE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS ACTUALLY PAID TO ION IGNITE PURSUANT TO THE APPLICABLE ORDER CONFIRMATION WEBPAGE IN THE 6 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9. Entire Agreement.

This Agreement, including and together with any related Order Confirmation Webpage, exhibits, schedules, attachments and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein. The Parties acknowledge and agree that if there is any conflict between the terms and conditions of this Agreement and the terms and conditions of any Order Confirmation Webpage, the terms and conditions of this Agreement shall supersede and control.

10. Notices.

All notices, requests, consents, claims, demands, waivers and other communications under this Agreement must be in writing and addressed to the other Party at its email address set forth below (or to such other address that the receiving Party may designate from time to time in accordance with this Section 10). 

simon@theideaofnow.com‍

11. Severability.

If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

12. Amendments.

ION IGNITE may, from time to time, amend and modify the terms of this Agreement by providing Customer written notice of updated terms and conditions.  For avoidance of doubt, written notice to Customer included in invoice statements, email, or other forms of written communication, will be deemed adequate notice by ION IGNITE.  Customer’s continued subscription to the Services shall be deemed to be an acceptance of the changes of those terms.  If the Customer does not consent to the changes to the terms, either the Customer or ION IGNITE may terminate this Agreement, in accordance with Section 6.

13. Assignment.

Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of ION IGNITE.  ION IGNITE may assign any of its rights or delegate any of its obligations to any affiliate or to any person acquiring all or substantially all of ION IGNITE’s assets without Customer’s consent.

14. No Third-Party Beneficiaries.

Except as expressly provided herein, this Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns, and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

15. Choice of Law.

This Agreement, including all Statements of Work, exhibits, schedules, attachments and appendices attached to this Agreement, and all matters arising out of or relating to this Agreement, are governed by, and construed in accordance with, the laws of England and Walesthe State of Colorado, without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of England and Walesthe State of Colorado.

16. Mediation; Arbitration.

Except as may otherwise be provided in this Agreement, any dispute concerning the contents of this Agreement, if it cannot be settled through direct negotiation, shall first be submitted to mediation according to the terms specified below. All Parties agree to try in good faith to settle the dispute by mediation before resorting to arbitration.

16.1. Any Party that wishes to have a dispute mediated shall submit a written request for mediation to the other Party. Mediation shall commence within fifteen (15) days after the date of the written request for mediation. Any decision reached by mediation shall be reduced to writing, signed by all parties, and shall be binding on each Party. The costs of mediation shall be shared equally by the Parties. Each Party shall cooperate fully and fairly with the mediator in any attempt to reach a mutually satisfactory compromise to a dispute.

16.2.       If the dispute is not resolved within thirty (30) days after it is referred to the mediator, the dispute shall be submitted for arbitration according to the terms specified below or on terms agreeable to the Parties at the time the dispute is submitted to arbitration. To the maximum extent permitted by law, all disputes, controversies, claims, or demands of any kind or nature arising between the Parties in connection with this Agreement, whether at law or in equity or based upon common law or any federal or state statute, rule, or regulation will be resolved through binding arbitration. Any arbitration commenced hereunder shall be initiated in London, EnglandDenver, Colorado and shall be governed by the Rules of the American Arbitration Association (the “AAA”) from time to time in force. This submission and agreement to arbitrate shall be specifically enforceable.

16.3.       The arbitration shall occur before a single arbitrator that shall be mutually agreed upon by the Parties (the “Arbitrator”). If the Parties cannot agree on a single arbitrator, then an arbitrator shall be selected in accordance with the rules of the AAA.

16.4.       Within fifteen (15) days of the delivery of the notice of intention to proceed to arbitration to the other Party, each Party shall reply in writing to the Arbitrator, stating its views of the nature and appropriate outcome of the dispute.

16.5.       The Arbitrator shall hold a hearing on the dispute within fifteen (15) days after replies have been received from both Parties or, if all replies have not been received, no later than thirty (30) days after the giving of notice of intention to proceed to arbitration. Each Party shall be entitled to take any discovery as is permitted by the applicable rules and the Arbitrator. In determining the extent of discovery, the Arbitrator shall exercise discretion, but shall consider the expense of the desired discovery and the importance of the discovery to a just adjudication.

16.6.       The cost of arbitration shall be borne by the Parties equally unless the Arbitrator directs otherwise. All awards rendered in such proceedings shall be final and binding on the Parties to the extent and in the manner provided by the Colorado Rules of Civil Procedure. All awards may be filed with the clerk of one or more courts, state or federal, having jurisdiction over the party against whom such award is rendered or its property, as a basis of judgment and the issuance of execution for its collection. No Party shall be considered in default hereunder during the pendency of arbitration proceedings relating to such default.

EXHIBIT A: SERVICES

WEBSITE DESIGN, BUILD, AND MAINTENANCE SUBSCRIPTION

• Services Provided: Creation of a custom website, including the design, coding, and setup, under a subscription model. The service includes:
• Consulting with the client to understand their needs and preferences.
• Designing a website layout and visual theme that aligns with the client’s brand.
• Coding the website and ensuring compatibility across different devices and web browsers.
• Setting up the website on a hosting platform chosen by ION IGNITE.
• Providing ongoing maintenance and updates as needed during the maintenance subscription period.
• Payment Structure: The subscription model is divided into two distinct phases:
• Phase 1: Website Purchase Subscription – The first 12 months of the subscription, during which the client is essentially purchasing the website through their monthly payments.
• Phase 2: Website Maintenance Subscription – Starting from month 13, the subscription transitions into a maintenance subscription, during which ION IGNITE provides ongoing website maintenance services.
• During both Phase 1 and Phase 2, the client must pay the subscription fees monthly, in advance.
• Ownership: ION IGNITE retains ownership of the website, including all content, design, and code, until the total payment for services (the aggregate of all monthly payments during Phase 1) has been made in full. The client may not extract code or copy the website until all payments for services have been made in full.
• ION IGNITE’s Responsibilities: ION IGNITE is responsible for delivering a functional and aesthetically pleasing website that meets the client’s specifications. ION IGNITE is also responsible for performing maintenance tasks during Phase 2, which include but are not limited to: regular updates to ensure compatibility and security, fixing bugs and errors, and making minor changes as requested by the client.
• Not Included: The service does NOT include any third-party costs such as domain name registration, premium plug-ins or tools, stock images or fonts, or hosting fees. The service also does NOT include major changes or redesigns after the website has been completed, or any form of digital marketing or SEO services, unless otherwise specified in a separate agreement.
• Failed Payment: Should a recurring payment fail and not be remedied within a 14-day period, ION IGNITE reserves the right to remove the client’s access to the website and its hosting.
• Transfer of Ownership: After all payments have been completed, the client will obtain full ownership and administration access to the website. They will also have the permission to move hosting should they wish.
• Please note: all of the above terms are subject to the general terms and conditions of this Agreement.

PAID MEDIA ADVERTISING (including, Facebook, Instagram, Meta, LinkedIn, TikTok)

• Management of up to $5,000 per month of ad spend in one social ad account.
• Creation of the ad campaign, including selection or creation of images, writing or recommending ad copy, choosing audiences, uploading assets to the campaign, optimizing the campaign. In the case of Facebook, the campaign can include advertising on Instagram too. Up to 3 campaigns may be managed per Ad Account unless otherwise agreed with the Customer’s Account Manager at ION IGNITE.
• The service does NOT include reporting, which is available by logging into your account at any time, and does not include any of the ad spend.

SOCIAL MEDIA MANAGEMENT

• Creation of up to 12 social media posts per month for up to 2 social channels, such as Facebook and Instagram.
• Creation of the posts, including selection or creation of images, writing or recommending copy.
• Uploading the posts to the social channels directly or using a 3rd party scheduling tool.

SEARCH ENGINE MARKETING (including Google, Yahoo!, Bing)

• Management of up to $5,000 per month of ad spend in one search engine marketing account for keyword-targeted text ads.
• Creation of the ad campaign, writing or recommending ad copy,  and optimizing the campaign.
• The service does NOT include reporting, which is available by logging into your search engine marketing account at any time, and does not include any of the ad spend.

EXHIBIT B: MARIJUANA ADVERTISING GUIDELINES

Customer is responsible for complying with all applicable laws and regulations, which may change over time. In addition to all legal requirements for advertising marijuana products, Customer agrees to comply with the following:

• All advertising must visibly include the legible name of the business as well as its license.
• Any models or actors displayed in the advertising must reasonably appear to be over the age of 21 and all advertising should include a reference to “Must be 21 or over.”
• All advertising must be true and accurate, no advertising may contain any statement that is false or misleading (e.g., make any health claims about the use of marijuana).
• No advertising may provide for any form of “give-away,” coupons, or merchandise, including any toy or amount of cannabis or cannabis products.
• Design must not target minors, must not include cartoon characters, music, symbols or anything appealing to children, and is subject to review and approval by the local or regional publisher.
• Advertising should not encourage the transport of cannabis over state lines.
• Advertising should not depict anyone consuming or smoking cannabis products.
• Advertising should contain the following warnings: “This product has intoxicating effects and may be habit-forming. Marijuana can impair concentration, coordination, and judgment. Do not operate a vehicle or machinery under the influence of this drug. There may be health risks associated with consumption of this product. For use only by adults twenty-one and older. Keep out of the reach of children.”
• Advertising may not assert that marijuana is safe because it is legal or that it has received any certified lab or government approval.

ION IGNITE Terms of Service for Website Usage

1. Terms

By accessing the website at https://www.ionignite.com, you are agreeing to be bound by these terms of service, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing this site. The materials contained in this website are protected by applicable copyright and trademark law.

2. Use License

1. Permission is granted to temporarily download one copy of the materials (information or software) on ION IGNITE  website for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title, and under this license, you may not:
2. Modify or copy the materials;
3. Use the materials for any commercial purpose, or for any public display (commercial or non-commercial)
4. Attempt to decompile or reverse engineer any software contained on ION IGNITE website;
5. Remove any copyright or other proprietary notations from the materials; or
6. Transfer the materials to another person or “mirror” the materials on any other server.
7. This license shall automatically terminate if you violate any of these restrictions and may be terminated by ION IGNITE at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.

3. Disclaimer

1. The materials on ION IGNITE’s website are provided on an ‘as is’ basis. ION IGNITE makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties including, without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights.
2. Further, ION IGNITE does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its website or otherwise relating to such materials or on any sites linked to this site.

4. Limitations

In no event shall ION IGNITE or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption) arising out of the use or inability to use the materials on ION IGNITE’s website, even if ION IGNITE or an ION IGNITE authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.

5. Accuracy of materials

The materials appearing on ION IGNITE’s website could include technical, typographical, or photographic errors. ION IGNITE does not warrant that any of the materials on its website are accurate, complete or current. ION IGNITE may make changes to the materials contained on its website at any time without notice. However, ION IGNITE does not make any commitment to update the materials.

6. Links

ION IGNITE has not reviewed all of the sites linked to its website and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by ION IGNITE of the site. Use of any such linked website is at the user’s own risk.

7. Modifications

ION IGNITE may revise these terms of service for its website at any time without notice. By using this website you are agreeing to be bound by the then current version of these terms of service.

8. Governing Law

These terms and conditions are governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts in that location.