Terms of Service
UpLift Digital Marketing Agency - Terms of Service
Effective Date: November 7, 2025
1. Introduction and Acceptance
This Terms of Service Agreement ("Agreement")is entered into by and between UpLift Digital (referred to herein as "Agency,""we," "us," or "our") and the client engagingthe Agency for Services (referred to herein as "Client,""you," or "your").
By engaging the Agency for any services, or by signing aseparate Statement of Work ("SOW"), Proposal, or Service Agreement, the Client expressly agrees to be bound by, and adhere to, these Terms and Conditions. This Agreement, together with any SOW, constitutes the entire understanding between the parties.
2. Definitions and Scope of Services
2.1 Services"Services" means the specific digital marketing services outlined in a written SOW or Proposal executed by both parties. This may include, but is not limited to: search engine optimization(SEO), paid search advertising (PPC), social media management, content creation, email marketing, website design, and analytics consulting.
2.2 Statement of Work (SOW)Each SOW will specify the scope, duration, deliverables, and fees for the particular engagement. In the event of a conflict between these Terms and the SOW, the terms of the SOW will govern only with respect to the conflicting provisions and specific to that SOW.
2.3 Changes to Scope Any request by the Client to change the scope of Services must be made in writing. If accepted by the Agency, the change will be documented in a Change Order or an amended SOW, which may result in an adjustment to fees and/or timelines.
3. Client Obligations and Cooperation The Client acknowledges and agrees to the following essential responsibilities:
3.1 Access and Authority The Client will provide timely and complete access to all necessary resources, including but not limited to, website backends, hosting accounts, analytics platforms, social media accounts, and advertising platform accounts (e.g., Google Ads, Meta Business Manager). The Client warrants they have the necessary authority to grant this access.
3.2 Timely Provision of Assets The Client must provide all requested content, images, approvals, feedback, and data ("Client Materials") promptly. Delays in providing Client Materials or approvals may result in delays to the Service timeline, for which the Agency shall not be liable.
3.3 Accuracy of Information The Client warrants that all Client Materials provided to the Agency are accurate, complete, and do not infringe upon the intellectual property or other rights of any third party.
4. Fees, Billing, and Payment4.1 Fees The Client agrees to pay the Agency the fees specified in the applicable SOW. All fees are quoted and payable in the currency specified in the SOW and do not include any applicable taxes, which are the sole responsibility of the Client.
4.2 Billing and Payment Terms Unless otherwise specified in the SOW, fees are invoiced monthly in advance (or as a lump sum for fixed-fee projects) and are due and payable within seven (7) days of the invoice date.
4.3 Late Payments and Suspension If payment is not received by the due date, the Agency reserves the right to charge a late fee of 1.5% per month (or the maximum amount permitted by law) on the outstanding balance. The Agency may, upon giving the Client three (3) days' written notice, suspend all Services until the overdue payment is received in full. The original term of the SOW will not be extended due to a suspension for non-payment.
4.4 Third-Party Costs Fees for third-party expenditures (e.g., advertising budget, stock photography licenses, software subscriptions) are separate from the Agency's service fees. The Client is responsible for all such costs, and the Agency is not responsible for any budget overruns unless expressly caused by the Agency’s gross negligence or willful misconduct.
5. Term, Termination, and Cancellation
5.1 Term The initial term of this Agreement and any associated SOW shall be defined in the SOW. After the initial term, the SOW will automatically renew for successive monthly periods unless either party provides written notice of non-renewal at least thirty (30) days before the end of the current term.
5.2 Termination for Cause Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches any provision of this Agreement or an SOW and fails to cure such breach within ten (10) daysof receiving written notice; or (b) becomes insolvent or bankrupt.
5.3 Post-Termination Duties Upon termination, the Client shall immediately pay all outstanding fees for Services rendered up to the date of termination. The Agency will reasonably cooperate to transfer access to all relevant accounts and provide the Client with copies of any final deliverables, provided all fees are paid.
6. Intellectual Property (IP) Rights
6.1 Client Materials The Client retains all right, title, and interest in and to the Client Materials. The Client grants the Agency a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and display the Client Materials solely for the purpose of providing the Services.
6.2 Deliverables and Client Ownership Upon full and final payment of all associated fees, the Agency assigns all right, title, and interest to the Client in and to the specific, completed, and final deliverable materials created solely for the Client under an SOW (e.g., final ad copy, completed blog posts, final website code).
6.3 Agency Methodologies and Tools Notwithstanding Section 6.2, the Agency retains all right, title, and interest in and to: (a) all pre-existing software, methodologies, templates, models, process documents, and code used to perform the Services; and (b) all general know-how, skills, and experience acquired during the performance of the Services. Nothing in this Agreement shall be construed as a transfer of ownership of the Agency's core technology or methods.
7. Warranties and Disclaimers
7.1 NO GUARANTEE OF RESULTS The Client acknowledges that digital marketing, including SEO, PPC, and social media, involves factors outside the Agency's control(e.g., search engine algorithm changes, competitor actions, platform policy updates). The Agency expressly does not warrant or guarantee any specific results, rankings, sales, traffic levels, or increases in revenue. All projections or forecasts provided by the Agency are estimates based on past experience and are not guarantees of future performance.
7.2 General Disclaimer THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE AGENCY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED,INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
8. Indemnification and Limitation of Liability
8.1 Client Indemnity The Client agrees to indemnify, defend, and hold harmless the Agency from and against any and all third-party claims, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: (a) the Client’s use of the Services; (b) any breach of the Client's warranties or obligations under this Agreement (especially Section 3.3 regarding Client Materials); or (c) any violation of any law or regulation by the Client.
8.2 Limitation of Liability TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE AGENCY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF THE AGENCY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGENCY'S TOTAL CUMULATIVE LIABILITY FOR ANY CLAIM ARISING OUT OFOR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO THE AGENCY FOR THE SERVICES IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
9. General Provisions
9.1 Confidentiality Both parties agree to treat as confidential all information provided by the other party that is marked as "Confidential" or reasonably understood to be confidential, and not to disclose such information to any third party, except as required by law or to provide the Services.
9.2 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of Kentucky, without regard to its conflict of law principles.
9.3 Force Majeure Neither party shall be liable for any failure or delay in performance under this Agreement due to circumstances beyond its reasonable control, including, without limitation, acts of God, war, terrorism, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, network failures, or inability to secure materials.
9.4 Entire Agreement This Agreement, together with any executed SOWs, constitutes the entire and exclusive understanding and agreement between the parties regarding the subject matter hereof.
Effective Date: November 7, 2025
1. Introduction and Acceptance
This Terms of Service Agreement ("Agreement")is entered into by and between UpLift Digital (referred to herein as "Agency,""we," "us," or "our") and the client engagingthe Agency for Services (referred to herein as "Client,""you," or "your").
By engaging the Agency for any services, or by signing aseparate Statement of Work ("SOW"), Proposal, or Service Agreement, the Client expressly agrees to be bound by, and adhere to, these Terms and Conditions. This Agreement, together with any SOW, constitutes the entire understanding between the parties.
2. Definitions and Scope of Services
2.1 Services"Services" means the specific digital marketing services outlined in a written SOW or Proposal executed by both parties. This may include, but is not limited to: search engine optimization(SEO), paid search advertising (PPC), social media management, content creation, email marketing, website design, and analytics consulting.
2.2 Statement of Work (SOW)Each SOW will specify the scope, duration, deliverables, and fees for the particular engagement. In the event of a conflict between these Terms and the SOW, the terms of the SOW will govern only with respect to the conflicting provisions and specific to that SOW.
2.3 Changes to Scope Any request by the Client to change the scope of Services must be made in writing. If accepted by the Agency, the change will be documented in a Change Order or an amended SOW, which may result in an adjustment to fees and/or timelines.
3. Client Obligations and Cooperation The Client acknowledges and agrees to the following essential responsibilities:
3.1 Access and Authority The Client will provide timely and complete access to all necessary resources, including but not limited to, website backends, hosting accounts, analytics platforms, social media accounts, and advertising platform accounts (e.g., Google Ads, Meta Business Manager). The Client warrants they have the necessary authority to grant this access.
3.2 Timely Provision of Assets The Client must provide all requested content, images, approvals, feedback, and data ("Client Materials") promptly. Delays in providing Client Materials or approvals may result in delays to the Service timeline, for which the Agency shall not be liable.
3.3 Accuracy of Information The Client warrants that all Client Materials provided to the Agency are accurate, complete, and do not infringe upon the intellectual property or other rights of any third party.
4. Fees, Billing, and Payment4.1 Fees The Client agrees to pay the Agency the fees specified in the applicable SOW. All fees are quoted and payable in the currency specified in the SOW and do not include any applicable taxes, which are the sole responsibility of the Client.
4.2 Billing and Payment Terms Unless otherwise specified in the SOW, fees are invoiced monthly in advance (or as a lump sum for fixed-fee projects) and are due and payable within seven (7) days of the invoice date.
4.3 Late Payments and Suspension If payment is not received by the due date, the Agency reserves the right to charge a late fee of 1.5% per month (or the maximum amount permitted by law) on the outstanding balance. The Agency may, upon giving the Client three (3) days' written notice, suspend all Services until the overdue payment is received in full. The original term of the SOW will not be extended due to a suspension for non-payment.
4.4 Third-Party Costs Fees for third-party expenditures (e.g., advertising budget, stock photography licenses, software subscriptions) are separate from the Agency's service fees. The Client is responsible for all such costs, and the Agency is not responsible for any budget overruns unless expressly caused by the Agency’s gross negligence or willful misconduct.
5. Term, Termination, and Cancellation
5.1 Term The initial term of this Agreement and any associated SOW shall be defined in the SOW. After the initial term, the SOW will automatically renew for successive monthly periods unless either party provides written notice of non-renewal at least thirty (30) days before the end of the current term.
5.2 Termination for Cause Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches any provision of this Agreement or an SOW and fails to cure such breach within ten (10) daysof receiving written notice; or (b) becomes insolvent or bankrupt.
5.3 Post-Termination Duties Upon termination, the Client shall immediately pay all outstanding fees for Services rendered up to the date of termination. The Agency will reasonably cooperate to transfer access to all relevant accounts and provide the Client with copies of any final deliverables, provided all fees are paid.
6. Intellectual Property (IP) Rights
6.1 Client Materials The Client retains all right, title, and interest in and to the Client Materials. The Client grants the Agency a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and display the Client Materials solely for the purpose of providing the Services.
6.2 Deliverables and Client Ownership Upon full and final payment of all associated fees, the Agency assigns all right, title, and interest to the Client in and to the specific, completed, and final deliverable materials created solely for the Client under an SOW (e.g., final ad copy, completed blog posts, final website code).
6.3 Agency Methodologies and Tools Notwithstanding Section 6.2, the Agency retains all right, title, and interest in and to: (a) all pre-existing software, methodologies, templates, models, process documents, and code used to perform the Services; and (b) all general know-how, skills, and experience acquired during the performance of the Services. Nothing in this Agreement shall be construed as a transfer of ownership of the Agency's core technology or methods.
7. Warranties and Disclaimers
7.1 NO GUARANTEE OF RESULTS The Client acknowledges that digital marketing, including SEO, PPC, and social media, involves factors outside the Agency's control(e.g., search engine algorithm changes, competitor actions, platform policy updates). The Agency expressly does not warrant or guarantee any specific results, rankings, sales, traffic levels, or increases in revenue. All projections or forecasts provided by the Agency are estimates based on past experience and are not guarantees of future performance.
7.2 General Disclaimer THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE AGENCY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED,INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
8. Indemnification and Limitation of Liability
8.1 Client Indemnity The Client agrees to indemnify, defend, and hold harmless the Agency from and against any and all third-party claims, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: (a) the Client’s use of the Services; (b) any breach of the Client's warranties or obligations under this Agreement (especially Section 3.3 regarding Client Materials); or (c) any violation of any law or regulation by the Client.
8.2 Limitation of Liability TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE AGENCY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF THE AGENCY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGENCY'S TOTAL CUMULATIVE LIABILITY FOR ANY CLAIM ARISING OUT OFOR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO THE AGENCY FOR THE SERVICES IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
9. General Provisions
9.1 Confidentiality Both parties agree to treat as confidential all information provided by the other party that is marked as "Confidential" or reasonably understood to be confidential, and not to disclose such information to any third party, except as required by law or to provide the Services.
9.2 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of Kentucky, without regard to its conflict of law principles.
9.3 Force Majeure Neither party shall be liable for any failure or delay in performance under this Agreement due to circumstances beyond its reasonable control, including, without limitation, acts of God, war, terrorism, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, network failures, or inability to secure materials.
9.4 Entire Agreement This Agreement, together with any executed SOWs, constitutes the entire and exclusive understanding and agreement between the parties regarding the subject matter hereof.
