1. Introduction. These Terms of Service (“Agreement”) govern the digital marketing services provided by Uptick Marketing to the Client (“Client”). These Terms of Service apply to all users of this website as well as clients engaging Uptick Marketing’s services.
2. Scope of Services. Uptick Marketing will perform services within the agreed scope of work.
- All services are limited to the defined scope. Requests outside of the scope may require a separate quote, timeline adjustment, or addendum. An addendum is any modification to scope, deliverables, or timeline that requires written approval and may result in additional cost.
- All deliverables are subject to 2 rounds of revisions. Additional revisions or changes beyond the agreed scope may require a separate quote, timeline adjustment, or addendum.
- Client is responsible for providing timely access, approvals, and necessary materials required for the execution of services. Delays in these may impact timelines and performance.
3. Term & Termination.
- Unless otherwise specified in a signed agreement, services are provided for a minimum period of twelve (12) months. After that, this agreement is month-to-month and may be terminated or adjusted with a minimum of 30 days’ notice.
- Uptick Marketing will provide written notice to Client no less than 30 days prior to any increase in service fees.
- All outstanding invoice balances are due upon termination of the agreement. If Client is not able to pay all outstanding invoice balances at termination, any payment plan must be approved in writing by Uptick Marketing and does not guarantee continued service.
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.
- Reinstatement fees may apply after the three (3) month period, and campaign performance may be impacted upon restart.
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 of services, and reinstatement fees, among other remedies. Campaign performance may be impacted upon restart.
- If an invoice remains unpaid for more than thirty (30) days, Uptick Marketing 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.
- Uptick Marketing is not responsible for changes, outages, policies, or performance issues related to third-party platforms, including but not limited to Google, Meta, or other advertising or technology providers.
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 Marketing.
- Uptick Marketing 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 Marketing in the final deliverables for each project.
- Client will be granted appropriate access to platforms where feasible. In certain cases, direct login access may not be available due to platform limitations or security requirements.
7. Liability Disclaimer. Uptick Marketing shall not be 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.
- Uptick Marketing does not guarantee specific performance results, including but not limited to leads, conversions, traffic, or revenue.
- Client acknowledges that data privacy regulations and cookie consent tools may impact tracking, reporting, and campaign performance. Uptick Marketing is not responsible for limitations caused by user consent choices or compliance tools.
- Uptick Marketing is not responsible for tracking issues, data discrepancies, or performance impacts resulting from third-party developers, platforms, plugins, or website changes not managed or approved by Uptick Marketing.
- Call Tracking & Recording Compliance: Client is solely responsible for complying with all applicable call recording laws, including required notice and consent. Uptick Marketing is not liable for any resulting claims or issues.
8. Transferability & Enforceability.
- This agreement cannot be transferred to another party without written permission from Uptick Marketing.
- 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.
- Uptick Marketing reserves the right to update or modify these Terms of Service at any time. Continued use of services or the website constitutes acceptance of any changes.
- By engaging with Uptick Marketing, the Client acknowledges and agrees to these Terms of Service.
- Users agree not to misuse this website or attempt to access systems, data, or accounts without authorization or permission.