Digital Marketing Terms & Service Agreement
1. Online Advertising and Marketing Services. Empire Advertising and Design, LLC (Agency)
offers a variety of services to market businesses online and improve website visibility. By
engaging us, you (Client) agree to the Terms and Service Agreement (Agreement) set forth
below. If you have questions, or if we may be of any service, please do not hesitate to contact us.
Agency provides social media marketing, search engine marketing, website optimization and
related services on a local, national and international basis. As such, we submit information on
your behalf to social media sites and search engine providers for whom you must agree to their
terms and conditions. These providers may include, but are not limited to: Facebook, LinkedIn,
Instagram, Google, Yahoo, MSN/Bing, Yelp, local online newspapers, Twitter, Pinterest, YouTube
and other sites. The terms and conditions of these providers all apply. Agency will not share your
information with any business other than in the course of securing online advertising and
marketing services on your behalf.
2. Advertising Material. Agency has the right to place information pertaining to your business on
any of the social media, publisher, and search provider websites, such as those listed above, and
you authorize Agency to develop content based on information or material provided by you or
your designees and collected by Agency including copy, form, size, text, graphics, names,
addresses, phone numbers, URLs, logos, trade names, trademarks, service marks,
endorsements, photographs or likenesses, and videos. Further, you represent that the material
and information you provide to Agency is truthful, not misleading, and that you have the authority
to represent this product and service information to Agency. Additionally, if so contracted, you
authorize Agency to contact your customers for the sole purpose of gaining endorsements and
reviews of your products and services for publication. Further, articles, press releases, and blog
postings will be sent for approval before publishing. The timeliness of these pieces is critical to
campaign performance. For this reason, all monthly content will be considered approved one
week after the content was sent for approval unless requested edits or other communication is
received from the client. Finally, you authorize Agency to utilize tracking phone numbers, and
even record calls on your behalf, for ‘customer service’ purposes, and upon automatic notification
to all incoming callers on tracking phone numbers if included when that service is contracted.
3. Client’s Obligations. The Client shall provide assistance, technical information and decisions to
the Agency, as reasonably required by the Agency in sufficient time to facilitate the execution of
marketing efforts in accordance with any estimated delivery dates or milestones. The Client
agrees to work closely with Agency to provide regular information and feedback so Agency can
create fresh content and make adjustments to marketing efforts, accordingly. The Client shall
have sole responsibility for ensuring the accuracy of all information provided to the Agency and
warrants and undertakes to the Agency that the Client’s employees assisting in the execution of
an effort have the necessary skills and authority. This includes providing necessary login
information and passwords to access social media, analytics, hosting, domains, and other
third-party accounts necessary for Agency to carry out marketing efforts.
1145 Butler Road ● League City, Texas 77573 ● Office: 281.486.8882 ● empiread.com
4. Rates. All advertising purchased will be at the rates and on the terms indicated in this Agreement.
Agency may, in its discretion, from time to time, increase the rates listed on any rate card, modify
the product/service offerings, or change its service terms. The Agency will inform the Client of any
increase in rates, new product/service modifications, or change in terms in writing 30 days prior to
the effective date of the increase, modification or change that could impact this agreement. If the
rates are increased, products/services modified, or terms changed, the Client may cancel the
remainder of the term of this Agreement, as of the date the new rates, modifications, or changes
become effective. Client must notify the Agency in writing if the Client decides to cancel the
remaining term of this Agreement because of increases, modifications, or changes not less than
10 days prior to the changes taking effect. If the Client fails to provide such written notice, Client
agrees to be bound by the new rates. Product/service modifications, and terms, which will
become a part of this Agreement and become effective on the date set forth in the Agency’s
notice.
5. Payment. Agency will issue invoices to Client. Payment is due and will be made automatically via
ACH or credit card in advance on the first (1st) of each month that the contract is in effect. Failure
to secure final approval from Client on website designs, social media page creation, digital
creatives or coop reimbursement on digital ads will not be considered a reason to delay payment
beyond the due date. Interest will accrue at the rate of 18% per annum for any late payment. In
addition to the amount owed for unpaid advertising and applicable interest or late charges, the
Client agrees to pay the Agency for all expenses incurred by it to collect any amounts payable
under this Agreement, including costs of collection, court costs and attorney’s fees.
6. Taxes. In the event that any federal, state or local taxes are imposed on the printing, publication
or distribution of advertising material or on the sale of advertising or products and services
produced by the Agency, these taxes will be assumed and paid by the Client.
7. Termination. The Agency may reject an advertising order and/or immediately terminate this
Agreement, upon notice to Client for any of the following reasons: (a) if the Client fails to make
payment when due or otherwise fails to perform any of the provisions of this Agreement, (b) if the
Client makes an assignment for the benefit of creditors, (c) if a petition in bankruptcy or for
reorganization under the bankruptcy or insolvency laws is filed by or against the Client, (d) if the
Client ceases doing business or is likely to cease doing business or (e) in the opinion of the
Agency, the credit of the Client is or may be impaired. If this Agreement is terminated for any of
these reasons, Client will nevertheless remain liable for balances due on any products and
services that were purchased, whether billed or unbilled, and Agency will send an invoice to
Client, which Client agrees to promptly pay.
8. Cancellation. If Client seeks to cancel services prior to expiration of the term, they may cancel
with 30 days written notice provided that they immediately pay all outstanding invoices, the hourly
rate for any hours used beyond those included in Agreement, and a cancellation fee equal to one
month’s service fees under Agreement.
1145 Butler Road ● League City, Texas 77573 ● Office: 281.486.8882 ● empiread.com
9. Errors. The Client may not claim a breach, terminate or cancel this Agreement if there are
typographical errors, incorrect ad placements, under deliveries, omissions or errors in advertising,
social media and website content provided by the Agency. The Agency agrees to take corrective
action within 2 business days of notification by the Client, that portion of the advertising, website
or social media content which may have been rendered valueless by such typographical errors,
incorrect ad placements, under deliveries or omission of copy, unless such error arose due to the
error or omission of Client, or after the advertisement, website or social media content had been
set and proofed or otherwise confirmed by the Client or the advertisement was submitted after
start date. The Agency will not be liable to Client for any loss or damage that results from a
typographical error, incorrect ad placement, under delivery, omission or error related to the
products and services it provides.
10. Retainer Clients. If you are on a monthly marketing retainer, you will be advised in your
Agreement the maximum number of monthly marketing hours you are allotted. We strive to use
up to your maximum allotted hours per month; however, occasionally, this is not possible
because we are awaiting content or approvals from you for the proposed marketing initiatives or
you may have asked to defer some hours in anticipation of a large future initiative. Except as
otherwise specified in the Agreement, if you do not use all marketing retainer hours in a month,
unused hours may roll forward only to the next month. If they are not used in the following month,
they are forfeited. If you exceed the maximum number of hours in a month, Agency, at its
discretion will either reduce your bank of hours for the upcoming month or bill you at the rate of
$135/hour for any overages.
11. SEO/Digital Marketing.
a. Client acknowledges the following with respect to SEO services from Agency:
i. Agency has no control over the policies and ranking algorithms of search engines
with respect to the type of sites and/or content that they accept now or in the
future. Client’s web site may be excluded from any search engine or directory at
any time at the sole discretion of the search engine or directory.
ii. Due to the competitiveness of some keywords/phrases, ongoing changes in
search engine ranking algorithms, and other competitive factors, Agency does
not guarantee No.1 positions or consistent top positions for any particular
keyword, phrase, or search term.
iii. Google has been known to hinder the rankings of new websites (or pages) until
they have proven their viability to exist for more than “x” amount of time or have
enough back link strength. Agency assumes no liability for ranking, traffic,
indexing issues related to such penalties. Consequently, client understands that
ranking new websites is much more difficult than ranking old and established
sites and they should not have unrealistic expectations about rankings, traffic and
revenues.
1145 Butler Road ● League City, Texas 77573 ● Office: 281.486.8882 ● empiread.com
iv. Occasionally, search engines will drop listings for no apparent reason. Often, the
listing will reappear without any additional SEO efforts.
v. A website’s search engine ranking can fluctuate any day, any time because of
on-going changes in the ranking algorithm, SEO efforts made by the competitors
or both.
vi. Agency makes no guarantee/warranty of project timelines or added expenses if
content or SEO work is destroyed either wholly or in part, either knowingly or
unknowingly by any party other than Agency or without the prior consultation of
Agency.
vii. Agency is not responsible for the Client or any of its affiliates overwriting content
or SEO work. The Client will be charged an additional fee for re-constructing,
re-optimizing content/web pages, based on the hourly rate of $135 per hour.
b. Client acknowledges the following with respect to Pay-Per-Click (PPC)/Paid Social Media
Campaigns/Paid Search Services from Agency:
i. Agency accepts no responsibility for policies of PPC Advertising Networks, social
media platforms, third-party search engines, directories or other web sites that
Agency may submit to with respect to the classification or type of content it
accepts, whether now or in the future. Client’s website or content may be
excluded, rejected or banned from any third-party resource at any time. Client
agrees not to hold Agency responsible for any liability or actions taken by
third-party resource under this Agreement.
ii. Client acknowledges and agrees that Agency makes no specific guarantee or
warranty regarding the search providers, social media platforms or publishers to
which it submits advertising on your behalf, including placement of paid
advertising or any specific results. Agency does not warrant the number of calls,
clicks, impressions, event registrations, website visits, or that paid advertising will
appear in response to any particular query. Agency does not guarantee position,
consistent positioning, or specific placement for any particular ad, keyword,
phrase or search term.
iii. Client acknowledges that Agency’s past performance is not indicative of any
future results client may experience.
iv. Agency does not warrant that the performance will be error-free but will
immediately act (the next business day) to correct errors once they have been
identified.
v. Client acknowledges that paid advertising may be subject to the individual
advertising network’s policies and procedures. Changes to these policies may
require added resources employed by Agency to adhere to these changes. The
1145 Butler Road ● League City, Texas 77573 ● Office: 281.486.8882 ● empiread.com
Client may be charged an additional fee for making these updates, based on the
hourly rate of $135 per hour.
vi. Client acknowledges that any of the online advertising networks, social media
sites, search engines, directories or other resources may reject, block, prevent or
otherwise stop accepting submissions for an indefinite period of time.
vii. Client acknowledges that online advertising networks or search engines may
drop listings from its database for no apparent or predictable reason. Agency
shall re-submit resources to the search engine based on the current policies of
the third-party advertising network in question.
viii. Agency will endeavor to make every effort to keep client informed of any changes
that Agency is made aware of that impact any of the online marketing, social
media campaign and strategy and the execution thereof under this Agreement.
ix. Client acknowledges that Agency cannot guarantee the exact placement of
client’s advertising; its availability or availability related to the funds in the client’s
account.
x. Cost for digital media advertising are additional and paid directly to third-party
provider. Payment for media that Agency is running on behalf of Client shall be
paid for in advance of running. In the event that there is a lag in payment or lack
of adequate funds in a third-party account (e.g. Google, Facebook, Yahoo),
Agency reserves to right to pause advertising until accounts are made whole.
xi. Development of text ads, image ads, video ads, and/or banner ads in support of
online marketing or paid social media campaigns will be outlined specifically as a
part of the deliverables in the strategy with Agency.
xii. Agency does not offer any refunds for SEO or digital marketing campaigns (SEO,
PPC, Shopping Feeds, Email Marketing, Re-marketing, Content Marketing,
Blogging, Social Media).
12. Intellectual Property Rights. All advertising artwork and copy which represents the creative
effort of the Agency and/or utilization of creativity, illustrations, labor, composition or material
furnished by it, is and remains the property of the Agency, or the relevant third party from whom
the Agency has acquired a right of use, including all rights of copyright therein. Client
understands and agrees that it cannot authorize photographic or other reproductions, in whole or
in part, of any such advertising copy for use in any other advertising medium without payment for
creative services to the Agency. All logos, website and social media content is considered to be
owned by the Client once it has received final approval to go live and payment in full has been
received and may be reused, shared and reproduced by the Client.
13. Advertising Content. The Agency may, in its sole discretion, edit, alter, omit, reject or cancel at
any time any of Client’s digital advertising products or services to meet industry standards or
1145 Butler Road ● League City, Texas 77573 ● Office: 281.486.8882 ● empiread.com
Client’s budget. All digital advertising placements are at the option of the Agency, unless a
specific placement is purchased by the Client. Failure to meet placement requests will not
constitute cause for adjustment, refund, make good, termination or cancellation of this
Agreement.
14. Disclaimer of Warranties. To the maximum extent permitted by applicable law, Agency and its
suppliers disclaim all warranties not expressly set forth in this document, whether express or
implied, including, but not limited to implied warranties of merchantability and fitness for a
particular purpose, with regard to Agency services.
15. Indemnity: Client agrees to indemnify and hold harmless Agency, its owners and employees
from and against all allegations, claims, actions, suits, demands, damages, liabilities, obligations,
losses, settlements, judgments, costs and expenses (including without limitation attorneys’ fees
and costs) which arise out of, relate to Agency’s use of materials furnished by Client (including
but not limited to, logos, slogans, trademarks, written content, photographs, video, music and
fonts). Information or data obtained by us from you to substantiate claims made in marketing
deliverables shall also be deemed to be “materials furnished by you.” Such claims may include
claims for invasion of privacy, defamation, patent, trademark, copyright or other intellectual
property claims. Additionally, Client agrees to indemnify and hold harmless Agency, its owners
and employees against any and all allegations, claims, actions, suits, demands, damages,
liabilities, obligations, losses, settlements, judgments, costs and expenses (including without
limitation attorneys’ fees and costs) which arise out of, relate to business ideas, innovations,
concepts, websites, web-based applications and the like that Client has generated and has asked
Agency to develop or implement. For example, if you have an idea for a web application, we
develop it, and it is determined that the application’s functionality violates another company’s
patent, you will indemnify Agency for any claims instituted by the third party. Agency does not
take responsibility for determining whether your business ideas, business plans, concepts or
innovations may interfere with another party’s rights or are otherwise in compliance with
applicable law. You warrant that any business ideas, business plans, concepts or innovations that
you have presented to Agency and asked Agency to create deliverables for are compliant with
applicable federal, state and local laws, rules and regulations.
16. Limitation of Liability: IN NO EVENT SHALL AGENCY BE LIABLE TO CLIENT FOR ANY
DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT
LIMITED TO LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA OR LOSSES AS A RESULT
OF DISCLOSURE OF USER CONTENT OR OTHER DATA, WHETHER IN AN ACTION IN
CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE,
ARISING OUT OF OR IN ANY WAY CONNECTED WITH AGENCY’S PRODUCTS OR
SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF AGENCY EXCEED ANY
COMPENSATION PAID BY YOU TO AGENCY FOR ITS PRODUCTS OR SERVICES.
17. Excusable Delays. The Agency will not be liable for any damages related to delay or failure to
perform due to causes beyond its control, including but not limited to, fire, strike, work stoppage
or other labor interruption, freight embargo, terrorism, sabotage, war, civil disturbance,
1145 Butler Road ● League City, Texas 77573 ● Office: 281.486.8882 ● empiread.com
governmental action, rules or regulations, failure of machinery, equipment or information systems,
failure of suppliers and digital partners, the elements, flooding, power outages or interruptions or
acts of God. The Agency’s inability or failure to perform will not constitute a breach of this
Agreement. Performance by the Agency of its obligations under this Agreement will be
suspended during this type of delay or failure to perform. The Client may, however, terminate this
Agreement if suspension lasts more than thirty (30) days.
18. No Waiver. The Agency’s failure to insist upon the performance by the Client of any term or
condition of this Agreement or to exercise any of the Agency’s rights under this Agreement on
one or more occasions will not result in a waiver or loss of the Agency’s right to require future
performance of these terms and conditions or to exercise its rights in the future.
19. Assignment. Agency may assign, delegate or subcontract any rights or obligations under this
Agreement.
20. Governing Law/Venue: This Agreement shall be governed by and construed in accordance with
the internal laws of the State of Texas and not the principles of conflicts of law thereof. The
Parties agree that the venue for any action arising out of this Agreement will be Galveston
County, Texas.
21. Severability. If any provision of this Agreement is invalid or unenforceable in any jurisdiction, the
other provisions herein will remain in full force and effect in such jurisdiction and will be liberally
construed to effectuate the purpose and intent of this Agreement, and the invalidity or
unenforceability of any provision of this Agreement in any jurisdiction will not affect the validity or
enforceability of any such provision in any other jurisdiction.
22. Miscellaneous. All covenants and agreements of the parties made in this Agreement will survive
termination or expiration of this Agreement. This Agreement and the Agency’s current rate cards
constitute the entire agreement between the parties and supersede and cancel any prior
agreements, representations or communications, whether oral or written, between the parties
relating to the subject matter of this Agreement. This Agreement may not be changed orally and
may only be amended in writing and signed by both parties.
23. Authority. The person(s) signing this Agreement certifies that (s)he is lawfully authorized to
purchase services on behalf of their respective company.
24. Execution and Term. Terms and conditions of this Agreement are binding on both parties on the
date the Agreement is signed and/or payment is made and continue for a period of 12 months.
Upon completion of the 12 month period, services will continue on a month-to-month basis until
Client provides a written 30 day cancellation notice.
1145 Butler Road ● League City, Texas 77573 ● Office: 281.486.8882 ● empiread.com
Client Agreement
Company: ___________________________________________________________________________
Client Name: ______________________________________ Title: ____________________________
Phone: ___________________________________ Email: __________________________________
Client Signature:____________________________________ Date:____________________________
Package Selection: _________________________________ Monthly Rate: _____________________
Max. Monthly Hours: _____________________ Monthly Ad Spend Amount: _____________________
Payment Information and Authorization
I hereby authorize Empire Advertising & Design, LLC to debit monthly payments from the following
account:
_____ ACH
Bank Name: __________________________________________________________________
Bank Address: ________________________________________________________________
Account Number: __________________________ Routing Number: ___________________
______ Credit Card Visa MasterCard AMEX Discover
Cardholder Name:
_____________________________________________________________________
Billing Address: _______________________________________________________________________
Card Number: ____________________________________ Expiration: ___________ CVV: ______
Signature:_________________________________________ Date:____________________________
I authorize the above named business to charge the credit card indicated in this authorization form according to the
terms outlined above. This payment authorization is for the goods/services described above, for the amount indicated
above only. I certify that I am an authorized user of this credit card and that I will not dispute the payment with my
credit card company; so long as the transaction corresponds to the terms indicated in this form.
1145 Butler Road ● League City, Texas 77573 ● Office: 281.486.8882 ● empiread.com
