Last updated: 06/16/2026
These Terms of Service (“Terms”) constitute a binding agreement between GCloud LLC, doing business as Genwords (“Genwords”, “we”, “us”, or “our”), a company with a place of business at Buckley Towers Condo – West Building, Unit 314W, 1301 NE Miami Gardens Dr, North Miami Beach, FL 33179, United States, and the client identified in an applicable Order Form, Statement of Work, or online checkout (“Client”, “you”). By signing an Order Form, engaging Genwords’s services, or making a payment, Client agrees to be bound by these Terms.
Genwords is a digital marketing agency providing one or more of the following services, as specified in the applicable Order Form or Statement of Work (“SOW”):
The specific scope, deliverables, timeline, and milestones for each engagement will be set out in the Order Form or SOW, which forms part of these Terms. In the event of a conflict between an Order Form/SOW and these Terms, the Order Form/SOW governs solely with respect to scope, deliverables, and pricing.
Fees for the Services are set out in the applicable Order Form and may be structured as a fixed monthly retainer, a project-based fee, a percentage of managed ad spend, or a combination thereof.
Unless otherwise agreed in writing, retainer fees are invoiced monthly in advance, and project fees are invoiced according to the milestones set out in the SOW.
Invoices are due within [X] days of the invoice date. Accepted payment methods are set out at checkout or in the Order Form. Late payments may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Genwords may suspend Services until overdue amounts are paid in full.
Where Genwords manages third-party advertising accounts on Client’s behalf, amounts paid directly to ad platforms (e.g., Google, Meta) are separate from Genwords’s management fees and are billed either directly by the platform to Client or passed through by Genwords as itemized in the invoice.
Fees are exclusive of applicable taxes, which are Client’s responsibility except for taxes on Genwords’s net income.
Either party may terminate a month-to-month engagement by providing at least [30] days’ written notice. Client remains responsible for fees for Services rendered through the effective date of termination. Fees already invoiced for the current billing period are non-refundable, as they correspond to work performed, strategy, and resources allocated for that period.
For fixed-scope projects, Client may cancel prior to completion; in that event, Client will be invoiced for (a) all work completed to date on a percentage-of-completion basis, and (b) any non-cancelable third-party costs already committed on Client’s behalf.
One-time onboarding, setup, or audit fees are non-refundable once the corresponding work has commenced.
Because marketing results (rankings, traffic, conversions, ad performance) depend on factors outside Genwords’s control (search engine algorithms, ad platform policies, market conditions, Client’s own website and offer), Genwords does not guarantee specific results and fees are not refundable on the basis of results achieved.
Client will provide timely access to accounts, assets, credentials, brand guidelines, and approvals reasonably necessary for Genwords to perform the Services, and is solely responsible for the accuracy of information, data, and content it provides, and for ensuring its products, services, offers, and website comply with applicable law and the policies of any advertising or payment platform used.
Client retains all rights in materials, trademarks, and content it provides to Genwords (‘Client Materials’), and grants Genwords a limited, non-exclusive license to use Client Materials solely to perform the Services.
Upon full payment of all fees due for a given engagement, Genwords assigns to Client all right, title, and interest in the final deliverables created specifically for Client under that engagement (e.g., published content, campaign creatives), excluding Genwords’s pre-existing tools, templates, methodologies, and know-how, which remain Genwords’s property and are licensed to Client for use in connection with the Services.
Client may provide feedback about the Services; Genwords may use such feedback to improve its offerings without obligation or compensation to Client.
Each party will protect the other’s non-public business, technical, and financial information with the same degree of care it uses for its own confidential information (and no less than reasonable care), and will not disclose it to third parties except as needed to perform under these Terms or as required by law.
Each party will comply with applicable data protection laws in connection with any personal data processed under these Terms. Where Genwords processes personal data on Client’s behalf (e.g., within advertising or analytics platforms), the parties will execute a data processing addendum if required by applicable law.
Genwords warrants that it will perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards. EXCEPT AS EXPRESSLY STATED IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Genwords DOES NOT GUARANTEE SPECIFIC MARKETING RESULTS, SEARCH RANKINGS, TRAFFIC, LEADS, OR REVENUE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR LOST BUSINESS, ARISING OUT OF OR RELATING TO THESE TERMS. EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO Genwords UNDER THE APPLICABLE ORDER FORM IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS LIMITATION DOES NOT APPLY TO (A) A PARTY’S PAYMENT OBLIGATIONS, (B) BREACHES OF CONFIDENTIALITY, OR (C) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
These Terms remain in effect for as long as an Order Form or SOW referencing them is in effect. Either party may terminate immediately for the other party’s material, uncured breach following [15] days’ written notice, or immediately if the other party becomes insolvent or ceases operations. Sections 2 (Fees), 3 (Cancellation and Refund Policy, as to amounts owed), 5 (Intellectual Property), 6 (Confidentiality), 8 (Warranties), 9 (Limitation of Liability), and 11 (Governing Law) survive termination.
These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles, consistent with GCloud LLC’s state of formation. The parties will first attempt to resolve any dispute through good-faith negotiation; if unresolved within [30] days, the dispute will be submitted to the exclusive jurisdiction of the state and federal courts located in the State of Delaware, and each party waives any right to a jury trial in connection with any such proceeding.
These Terms, together with any Order Form or SOW and Genwords’s Privacy Policy, constitute the entire agreement between the parties regarding the Services.
Client may not assign these Terms without Genwords’s prior written consent; Genwords may assign these Terms in connection with a merger, acquisition, or sale of substantially all its assets.
The parties are independent contractors; nothing in these Terms creates a partnership, joint venture, or agency relationship.
Neither party is liable for delays or failures caused by events beyond its reasonable control, including changes to third-party platform algorithms or policies (e.g., search engines, ad networks).
Notices under these Terms must be sent by email to info@genwords.com with a copy sent by courier or certified mail to:
Buckley Towers Condo – West Building
Unit 314W
1301 NE Miami Gardens Dr
North Miami Beach, FL 33179
United States
Attn: Legal Department, GCloud LLC (d/b/a Genwords)
If any provision of these Terms is held invalid or unenforceable, that provision will be revised to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.
Client represents that it is not located in, organized under the laws of, or a resident of any country or region subject to comprehensive U.S. sanctions, and is not listed on the U.S. Treasury OFAC Specially Designated Nationals list or any equivalent restricted-party list.
Company: GCloud LLC (d/b/a Genwords)
Business address:
Buckley Towers Condo – West Building
Unit 314W
1301 NE Miami Gardens Dr
North Miami Beach, FL 33179
United States
