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Terms & Conditions of Service

Effective Date: May 2025  |  Governing Jurisdiction: State of North Carolina, USA

SURGE DIGITAL MARKETING LLC

Terms & Conditions of Service

Effective Date: May 2025  |  Governing Jurisdiction: State of North Carolina, USA

  1. Agreement Overview

These Terms and Conditions (“Agreement”) constitute a legally binding contract between Surge Digital Marketing LLC (“Provider,” “we,” “us,” or “our”) and the individual or entity entering into a service engagement (“Client” or “you”). By signing a service proposal, submitting payment, or otherwise engaging Provider’s services, Client agrees to be fully bound by this Agreement in its entirety. If you do not agree to any term herein, do not engage our services.

This Agreement governs all search engine optimization (SEO), digital marketing, web-related services, and any ancillary work performed by Provider. It supersedes all prior written or verbal representations, proposals, or understandings between the parties.

  1. Scope of Services

Provider agrees to render digital marketing and SEO services as outlined in the applicable Service Proposal or Statement of Work (“SOW”) executed by both parties. Services may include, but are not limited to:

  • Search engine optimization strategy, implementation, and monitoring
  • On-page and off-page optimization activities
  • Keyword research, targeting, and campaign management
  • Content creation, optimization, and publishing
  • Link-building and backlink strategy
  • Analytics setup, reporting, and performance tracking
  • Technical SEO audits and implementation recommendations

Provider is authorized to use approved keywords, phrases, and marketing strategies for the purpose of developing and improving the ranking of Client’s website(s) in approved search engines. Any expansion of services beyond the agreed SOW must be authorized via a separate written amendment signed by both parties.

  1. Fees, Payment Terms & Zero Refund Policy

3.1 Fees

All fees are as specified in the applicable Service Proposal or SOW. Client agrees to pay all invoiced amounts on or before the due date stated on each invoice. Provider reserves the right to suspend all services immediately and without notice upon any payment default, without waiving its right to collect all outstanding balances owed.

3.2 Late Payments

Invoices not paid within ten (10) calendar days of the due date will accrue a late fee of 1.5% per month (18% per annum) on the outstanding balance, or the maximum rate permitted by applicable law, whichever is less. Client is also responsible for all reasonable costs of collection, including attorney’s fees and court costs, in the event Provider must pursue unpaid balances.

3.3 Zero Refund Policy

ALL FEES, DEPOSITS, RETAINERS, AND PREPAID AMOUNTS ARE STRICTLY NON-REFUNDABLE UNDER ANY CIRCUMSTANCES. THIS IS AN ABSOLUTE ZERO-REFUND POLICY WITH NO EXCEPTIONS.

Client expressly acknowledges and agrees that:

  • All payments made to Provider, whether for setup fees, monthly retainers, project deposits, milestone payments, or any other service fees, are non-refundable in full once rendered.
  • No refund shall be issued for any reason, including but not limited to: dissatisfaction with results, changes in business direction, early termination of services, failure to achieve specific rankings, algorithm changes, or any other circumstance beyond the scope of completed deliverables.
  • Partial refunds, prorated refunds, credits toward future services, or chargebacks initiated by Client will be treated as a material breach of this Agreement and may result in legal action.
  • In the event Client initiates a payment dispute, chargeback, or reversal with their financial institution, Client agrees to pay all associated fees, legal costs, and damages incurred by Provider as a result of such action.

Client acknowledges that SEO and digital marketing services require significant upfront investment of time, strategy, labor, and third-party resources on behalf of Provider. The non-refundable nature of fees reflects the immediate and ongoing commitment of such resources from the moment services commence.

  1. 30-Day Cancellation Policy

4.1 Cancellation Notice Requirement

Either party may terminate this Agreement with a minimum of thirty (30) calendar days’ prior written notice (“Cancellation Notice”). The Cancellation Notice must be delivered via certified email to the designated contact on file and must explicitly state the intended termination date.

4.2 Obligations During the 30-Day Notice Period

During the 30-day notice period, the following terms apply:

  • Client remains obligated to pay all invoices that fall due during the notice period in full. No discount, prorating, or waiver of fees will be provided for the notice period under any circumstances.
  • Provider will continue to render all agreed-upon services in good faith through the end of the notice period.
  • Any fees or retainer payments already collected for work scheduled within the notice period are non-refundable, consistent with Section 3.3.
  • Client must maintain all access, credentials, and cooperation required by Provider to continue fulfilling services during the notice period.

4.3 Effect of Cancellation

Upon the expiration of the 30-day notice period:

  • Provider will cease all active work on Client’s accounts and campaigns.
  • Provider will provide a final report summarizing activities conducted during the engagement.
  • All outstanding balances owed by Client remain immediately due and payable.
  • All proprietary tools, software licenses, logins, or third-party subscriptions maintained by Provider on Client’s behalf will be deactivated and are not transferable unless otherwise agreed in writing.
  • Work product, strategies, reports, and deliverables that have been fully paid for will be transferred to Client within fifteen (15) business days of final payment received.

4.4 Immediate Termination by Provider

Notwithstanding the 30-day notice requirement, Provider reserves the right to terminate this Agreement immediately and without notice in any of the following circumstances:

  • Client fails to remit payment within ten (10) days of invoice due date.
  • Client engages in fraudulent, illegal, or unethical conduct.
  • Client materially breaches any provision of this Agreement and fails to cure the breach within five (5) business days of written notice.
  • Client initiates a chargeback, payment reversal, or formal billing dispute against Provider.

In the event of immediate termination by Provider under this section, no refund of any amount previously paid shall be issued, and all outstanding balances remain immediately due and payable.

4.5 Early Termination Within 30 Days of Agreement Start

If Client determines it is dissatisfied with the partnership within thirty (30) calendar days of the Agreement’s execution date, Client may submit a written termination request. In such cases, Provider will suspend ongoing work upon receipt of notice; however, all amounts paid to date remain non-refundable per Section 3.3. No refund will be issued regardless of how early within the 30-day period the request is made.

  1. No Guarantees of Search Engine Rankings

Client expressly understands and acknowledges the following:

  • Provider does not guarantee any specific search engine rankings, placement, traffic levels, lead generation outcomes, conversion rates, or revenue results.
  • Search engine algorithms are proprietary, frequently updated, and entirely outside Provider’s control. Rankings may fluctuate, decrease, or be otherwise affected by factors unrelated to Provider’s work.
  • The “Sandbox Effect” or “Boosting Effect” inherent to search engine indexing means that results may take several months to materialize. Client should set expectations accordingly.
  • Provider has no control over any participating search engine, directory, or its operational policies. If Client’s website is penalized, de-indexed, or excluded from a search engine for any reason, Provider shall not be held liable.
  • Some websites may lose search engine listings for no apparent reason. Provider shall not be held responsible for any penalties, traffic losses, or dropped listings resulting from such occurrences.
  • Client acknowledges that SEO is a long-term strategy with variable results and agrees not to hold Provider liable for outcomes influenced by market conditions, competitor activity, or algorithm changes.
  1. Client Responsibilities & Representations

Client agrees to fulfill the following obligations throughout the term of this Agreement:

  • Provide Provider with all required back-end access to the website, including but not limited to CMS credentials, FTP/SFTP access, cPanel, and database access necessary for on-page optimization.
  • Grant Provider permission to communicate directly with all necessary staff members, contractors, and third-party vendors involved in the management of Client’s digital assets.
  • Provide full access to all existing website analytics platforms, including but not limited to Google Analytics, Google Search Console, and any other reporting or tracking platforms.
  • Grant consent for the use of all copyright material as necessary for creating informational pages, blog content, and any other assets required for optimization.
  • Guarantee that all elements of text, graphics, photographs, designs, trademarks, logos, and other intellectual property provided to Provider are owned by Client or that Client has the full legal right to use and authorize such use.
  • Notify Provider in writing at least forty-eight (48) hours in advance of any planned changes to the website, hosting environment, domain, or technical infrastructure.
  • Cooperate fully and in a timely manner with all Provider requests for information, approvals, content, or access necessary to render services.
  1. Website Modification Policy

Provider makes no guarantees regarding project timelines, service continuity, or the potential for additional fees or expenses if any of the following changes occur to Client’s website or digital properties without prior written notice to Provider:

  1. Any file additions, deletions, or changes to folders, web documents, widgets, or any website functionality.
  2. Relocation of files, either to a different domain or folder structure.
  3. Any modifications to web document text, title tags, meta descriptions, or removal of HTML tags required for site authentication or tracking.
  4. Removal, alteration, or overwriting of any analytics code used to track website traffic and campaign performance.
  5. Renaming of URLs or existing web document structures (including permalink changes).
  6. Taking down the website or any portion thereof, including temporary maintenance periods exceeding twenty-four (24) hours.
  7. Renaming, relocating, adding, or removing any file, folder, or subdomain on a web server, including web documents, robots.txt, .htaccess, sitemap.xml, rss.xml, and all associated files.
  8. Changes to site architecture, navigation structure, internal linking, or page hierarchy.
  9. Switching content management systems, hosting providers, or server environments.
  10. Implementation of any third-party plugins, scripts, or tools that may affect website speed, code integrity, or tracking.

Unauthorized modifications that disrupt Provider’s active work may result in additional service fees charged to Client at Provider’s standard hourly rate. Provider shall not be held liable for any negative SEO, ranking loss, or service disruption resulting from Client-initiated changes made without prior notice.

  1. Reporting & Communication
  • Provider will furnish Client with monthly reports detailing all activities performed during the preceding 30-day period, along with results, metrics, and campaign performance data.
  • Provider and Client agree to make themselves available for a scheduled monthly call to discuss the monthly report and any upcoming projects or strategic adjustments.
  • Provider agrees to make every reasonable effort to produce reports that are clear, easy to read, and accurately reflect the scope of work performed and the corresponding impact on Client’s digital presence.
  • Client agrees to acknowledge receipt of reports within five (5) business days and to raise any questions or concerns within that same window. Silence will be interpreted as acceptance of the report.
  • Provider’s primary mode of communication is email. Client agrees to maintain an active email address on file and to respond to communications within three (3) business days. Provider shall not be responsible for delays in service delivery resulting from Client’s failure to respond in a timely manner.
  1. Intellectual Property & Work Product
  • Upon receipt of full payment for all outstanding invoices, Provider grants Client a non-exclusive, perpetual license to use all deliverables produced specifically for Client under this Agreement, including reports, content, and optimization files.
  • Provider retains ownership of all proprietary tools, methodologies, templates, software, systems, and processes used in delivering services. No intellectual property of Provider is transferred to Client by virtue of this Agreement.
  • Any third-party tools, software, or platforms utilized by Provider on Client’s behalf are subject to their respective terms of service. Provider makes no representations regarding the continued availability or licensing terms of third-party tools.
  • Client grants Provider a limited, revocable license to access, use, and modify Client’s website and associated digital properties solely for the purpose of delivering the agreed services.
  1. Non-Disclosure & Confidentiality

Both parties agree to maintain the strict confidentiality of all information obtained during the course of this Agreement, including but not limited to business strategies, proprietary processes, client data, financial information, and technical systems. Specifically:

  • Provider agrees to keep all information obtained from Client during the term of this Agreement confidential and will not disclose such information to any third party without Client’s prior written consent, except as required by law.
  • Client agrees not to disclose any proprietary systems, methodologies, reports, strategies, or pricing information shared by Provider without Provider’s prior written consent.
  • Client agrees to maintain the highest level of respect for all individuals employed by, contracted by, or affiliated with Provider during and after the term of this Agreement. Any conduct deemed harassing, abusive, threatening, or demeaning toward Provider staff may result in immediate termination of services without refund.
  • These confidentiality obligations shall survive the termination of this Agreement for a period of three (3) years.
  1. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER’S TOTAL CUMULATIVE LIABILITY TO CLIENT FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

In no event shall Provider be liable for any:

  • Indirect, incidental, special, consequential, or punitive damages of any kind.
  • Loss of revenue, profits, business opportunities, data, or goodwill.
  • Damages arising from third-party actions, including search engine algorithm changes, competitor activity, or platform policy updates.
  • Damages resulting from Client’s failure to fulfill its obligations under this Agreement, including failure to provide timely access, approvals, or information.
  • Damages resulting from unauthorized website modifications made by Client or Client’s other vendors.
  1. Indemnification

Client agrees to defend, indemnify, and hold harmless Provider, its officers, directors, employees, contractors, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney’s fees) arising out of or relating to:

  • Client’s breach of any representation, warranty, or obligation under this Agreement.
  • Client’s use or misuse of any deliverable, content, or service provided by Provider.
  • Any claim by a third party that Client’s materials, website content, or intellectual property provided to Provider infringes on their rights.
  • Any unauthorized modifications to Client’s website or digital properties.
  1. Representations & Warranties

Each party represents and warrants that:

  • It has the full legal authority to enter into and perform this Agreement.
  • No interest, obligation, or conflict exists that would prevent, limit, or impair performance of any part of this Agreement.
  • It will perform its obligations in compliance with all applicable federal, state, and local laws, rules, and regulations.

Client additionally warrants that:

  • All materials, trademarks, content, and intellectual property provided to Provider are owned by Client or licensed to Client with authority to sublicense.
  • Client’s website does not contain any content that is illegal, defamatory, obscene, or in violation of any third-party rights.
  1. Force Majeure

Neither party shall be held liable for delays or failures in performance resulting from events beyond that party’s reasonable control, including but not limited to acts of God, natural disasters (floods, hurricanes, earthquakes, volcanoes), acts of war, terrorism, civil unrest, government actions, cyberattacks, or widespread internet infrastructure failures. The affected party must provide written notice to the other party within five (5) business days of the force majeure event. If a force majeure event persists for more than sixty (60) calendar days, either party may terminate this Agreement with written notice; however, all fees for work completed prior to the force majeure event remain non-refundable.

  1. Termination Summary

This Agreement will terminate upon the occurrence of any of the following:

  • All deliverables and obligations under the applicable SOW are fully completed and final payment has been received.
  • Either party provides thirty (30) calendar days’ written cancellation notice as described in Section 4.
  • Either party enters voluntary or involuntary bankruptcy, insolvency proceedings, or makes a general assignment for the benefit of creditors.
  • A force majeure event persists for more than sixty (60) days, as described in Section 14.
  • Provider exercises its right to immediate termination as described in Section 4.4.
  • Both parties execute a mutual written termination agreement specifying agreed terms.

Termination of this Agreement for any reason does not relieve Client of the obligation to pay all fees for services rendered prior to the effective termination date. Sections 3.3 (Zero Refund Policy), 9 (Intellectual Property), 10 (Non-Disclosure), 11 (Limitation of Liability), 12 (Indemnification), 16 (Governing Law), and all payment obligations shall survive termination.

  1. Governing Law, Jurisdiction & Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina and the United States of America, without regard to conflicts of law principles. Both parties irrevocably agree to submit to the exclusive jurisdiction of the state and federal courts located in North Carolina for resolution of any dispute arising from or related to this Agreement.

Prior to initiating any legal proceedings, both parties agree to exhaust all reasonable good-faith efforts at mediation. Either party may request mediation by providing written notice. The parties will jointly select a neutral mediator within fifteen (15) days. If mediation fails or is not initiated within thirty (30) days of the written notice, either party may pursue available legal remedies.

  1. Entire Agreement & Amendments

This Agreement, together with any applicable Service Proposal or SOW, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous understandings, representations, warranties, and agreements, whether written or verbal, with respect to the subject matter herein. No amendment, modification, or waiver of any provision of this Agreement shall be valid or binding unless made in writing and signed by authorized representatives of both parties. Provider reserves the right to update these Terms and Conditions upon thirty (30) days’ written notice to Client. Continued engagement of services after such notice constitutes acceptance of the revised terms.

  1. Severability & Waiver

If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect. Provider’s failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

ACKNOWLEDGMENT & ACCEPTANCE

By signing below, or by otherwise engaging services through digital or written acceptance, Client acknowledges that they have read, understood, and agreed to all terms and conditions set forth in this Agreement, including the ZERO REFUND POLICY (Section 3.3) and the 30-DAY CANCELLATION POLICY (Section 4).

CLIENT SIGNATURE: _____________________________________     DATE: ________________

PRINTED NAME: _________________________________     TITLE: _______________

SURGE DIGITAL MARKETING LLC REPRESENTATIVE: ___________________     DATE: ________________

Surge Digital Marketing LLC  |  North Carolina, USA  |  Effective May 2025

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