1. Introduction These Terms of Service (“Agreement”) govern the digital marketing services provided by Uptick Marketing (“Uptick”) to the Client (“Client”). By engaging Uptick’s services, the Client agrees to be bound by these terms.
2. Scope of Services Uptick will execute a digital strategy campaign based on the agreed scope of work.
3. Term & Termination
- The initial term of this agreement is twelve (12) months. Thereafter, the agreement continues on a month-to-month basis unless terminated or adjusted with a minimum of thirty (30) days written notice.
- Uptick will provide a minimum of thirty (30) days written notice to the Client in the event that service fees are to increase.
- All outstanding invoice balances are due upon termination of the agreement. If Client is not able to pay all outstanding invoice balances at termination, Client must contact Uptick to establish an agreed-upon payment plan. Payment plan must be agreed to by both parties in writing before agreement will be considered terminated.
4. Temporary Pause of Services
- The Client may request to pause services for up to three (3) months, provided the request is submitted in writing and the account is in good standing.
- A thirty (30) day notice is required before pausing services.
- Provided services resume within a 90-day timeframe, reinstatement fees will not apply.
5. Payment Terms
- Invoices are due within 15 days of receipt unless otherwise stated in the agreement.
- Accounts with late payments may be subject to late fees, suspension or services, reinstatement fees, etc.
- If an invoice remains unpaid for more than thirty (30) days, Uptick reserves the right to pause or terminate services until payment is received.
- The Client is responsible for any fees associated with insufficient funds or failed payment transactions.
6. Copyrights & Intellectual Property
- The Client guarantees that they have the legal right to use all elements of text, images, branding, or other artwork provided to Uptick.
- Uptick is not legally responsible for graphics and content provided by the Client.
- Assuming payments are up to date, copyrights are assigned as follows:
- Visuals / Graphics / Content: Client owns the unique combination of visual and content elements presented by Uptick in the final deliverables for each project.
7. Liability Disclaimer Uptick is not liable to the Client or any third party for any damages, including but not limited to lost profits, lost savings, or incidental, consequential, or special damages arising from the services provided.
8. Transferability & Enforceability
- This agreement cannot be transferred to another party without written permission from Uptick.
- If any provision of this agreement is deemed unlawful, void, or unenforceable, that provision shall be severable and will not affect the validity and enforceability of the remaining provisions.
9. Legal Jurisdiction This agreement is a legally binding document under the exclusive jurisdiction of the State of Alabama.
By engaging with Uptick, the Client acknowledges and agrees to these Terms of Service.