TERMS OF SERVICE
Last Updated: April 1, 2025
1. INTRODUCTION
These Terms of Service ("Terms") govern the relationship between Levotate Digital Marketing Agency ("Levotate," "we," "us," or "our"), located at 115 Wilcox St, Suite 220, Castle Rock, CO 80104, and the client ("Client," "you," or "your") using our digital marketing services.
By engaging our services, you agree to be bound by these Terms. Please read them carefully before entering into an agreement with us.
2. SERVICES
Levotate provides digital marketing services including but not limited to: search engine optimization (SEO), pay-per-click advertising, website development, conversion optimization, and digital strategy consulting.
The specific services to be provided will be outlined in a separate Service Agreement or Statement of Work.
3. TERM AND COMMITMENT
3.1 Initial Term
All clients enter into an initial minimum commitment of three (3) months ("Initial Term"). This Initial Term begins on the date specified in your Service Agreement.
3.2 Early Termination
If you choose to terminate services before the completion of the Initial Term, you will be billed for the full amount of the remaining contract. There are no refunds or pro-rated returns for early termination during the Initial Term.
3.3 Renewal
After the Initial Term, a new service agreement will be provided with expanded term options (3, 6, 9, and 12 months). The longer the term agreement, the less the monthly fees will be.
4. PAYMENT TERMS
4.1 Fees
Management fees for our services will be outlined in your Service Agreement or Statement of Work. Unless otherwise specified, all fees are quoted in US Dollars.
4.2 Taxes
All fees are exclusive of applicable taxes. You are responsible for any sales, use, value-added, or similar taxes that may apply to your purchase of our services.
5. CLIENT RESPONSIBILITIES
5.1 Timely Communication
You agree to provide timely responses to our requests for information, approvals, or feedback necessary to perform our services.
5.2 Content and Assets
You are responsible for providing necessary content, brand assets, access to accounts, and other materials required for us to perform our services unless otherwise specified in the Service Agreement.
5.3 Compliance with Laws
You agree that all materials and information you provide to us comply with applicable laws and regulations, including but not limited to advertising regulations, intellectual property laws, and privacy laws.
6. INTELLECTUAL PROPERTY
6.1 Client Materials
You retain all rights to the materials, content, and intellectual property you provide to us. You grant us a limited license to use these materials solely for the purpose of providing our services to you.
6.2 Agency Materials
We retain all rights to our proprietary methodologies, processes, know-how, and tools used in providing our services.
6.3 Deliverables
Unless otherwise specified in the Service Agreement, upon full payment, you will own all rights to the final deliverables created specifically for you, excluding any third-party materials or Agency Materials incorporated therein.
7. CONFIDENTIALITY
7.1 Confidential Information
Both parties agree to maintain the confidentiality of any proprietary or sensitive information disclosed during the course of our business relationship.
7.2 Exclusions
Confidentiality obligations do not apply to information that is: (a) publicly available through no fault of the receiving party; (b) rightfully known by the receiving party prior to disclosure; (c) rightfully obtained by the receiving party from a third party; or (d) required to be disclosed by law or court order.
8. LIMITATION OF LIABILITY
8.1 No Guarantee of Results
While we strive to achieve the best possible outcomes, we cannot guarantee specific results from our digital marketing efforts, as many factors are outside of our control.
8.2 Limitation of Damages
In no event shall either party be liable for any indirect, incidental, special, punitive, or consequential damages. Our total liability for any claim arising out of this agreement shall not exceed the amount paid by you to us in the six (6) months preceding the claim.
9. INDEMNIFICATION
You agree to indemnify and hold harmless Levotate, its officers, directors, employees, and agents from any claims, damages, liabilities, costs, or expenses (including reasonable attorney's fees) arising from your breach of these Terms or your use of our services.
10. TERMINATION
10.1 Termination After Initial Term
After the Initial Term, either party may terminate this agreement with thirty (30) days written notice.
10.2 Termination for Cause
Either party may terminate this agreement immediately upon written notice if the other party materially breaches this agreement and fails to cure such breach within fifteen (15) days of receiving notice.
10.3 Effect of Termination
Upon termination, you agree to pay all outstanding fees for services rendered up to the date of termination. If termination occurs during the Initial Term, you agree to pay the full amount remaining for the Initial Term as outlined in Section 3.2.
11. GENERAL PROVISIONS
11.1 Governing Law
These Terms shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of law principles.
11.2 Dispute Resolution
Any dispute arising out of or relating to these Terms shall be resolved through binding arbitration in Castle Rock, Colorado, in accordance with the rules of the American Arbitration Association.
11.3 Force Majeure
Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, riots, embargoes, or strikes.
11.4 Entire Agreement
These Terms, together with the Service Agreement or Statement of Work, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, and communications.
11.5 Amendments
We reserve the right to modify these Terms at any time. Any modifications will be effective upon posting the revised Terms on our website or providing them to you. Your continued use of our services after such modifications constitutes your acceptance of the modified Terms.
11.6 Severability
If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect.
11.7 Assignment
You may not assign or transfer these Terms without our prior written consent. We may assign our rights and obligations under these Terms to a third party in connection with a merger, acquisition, or sale of assets.
11.8 No Waiver
Our failure to enforce any right or provision of these Terms shall not be considered a waiver of such right or provision.
11.9 Notices
Any notice required or permitted under these Terms shall be in writing and shall be delivered by hand, sent by overnight courier, or sent via certified mail, return receipt requested, to the addresses set forth in the Service Agreement.
By engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.
Levotate 115 Wilcox St, Suite 220 Castle Rock, CO 80104 Phone: 402-669-4862 Email: hello@levotate.com