Digital Advertising Services Agreement

Last Updated: August 24, 2026

Digital Advertising Services Terms & Conditions

These Digital Advertising Services Terms & Conditions govern the relationship between clients (“Client”) and Uniquely Digital, LLC (“Agency”) for advertising, marketing, media, creative, consulting, and related services provided by the Agency.

By signing a proposal, estimate, insertion order, statement of work, credit card authorization form, or otherwise authorizing services, the Client agrees to the following terms and conditions.

1. Scope of Services

Uniquely Digital may provide services including, but not limited to:

Advertising Strategy Development – The Agency shall work closely with the Client’s management team to develop a comprehensive advertising strategy tailored to the Client’s unique needs and business goals. This process will involve an in-depth analysis of the Client’s target market and growth opportunities. The resulting strategy will serve as a roadmap to guide all advertising efforts and initiatives.
Advertising Channel Strategy & Execution – The Agency will plan, execute, and manage digital advertising campaigns across appropriate platforms and channels to achieve the Client’s objectives. These channels may include paid search engines, social media platforms, video and audio advertising, digital display, email advertising, and database promotions.
Budget Allocation – The Agency will take great measures to plan campaigns to best invest the Client’s budgets for maximum results. Each campaign recommendation will include specific budget allocations. The Client will have opportunity to approve each budget before campaigns commence.
Creative Services – The Agency shall leverage its team of skilled designers, copywriters, and creative strategists to create platform-specific advertising assets that resonate with the target consumer and drive response. These digital-first designs will help deliver more efficient and effective results in a rapidly evolving digital landscape.
Analytics and Reporting – The Agency recognizes the importance of data-driven decision-making. It will regularly monitor and analyze the performance of all advertising campaigns and initiatives. This may include tracking website traffic, user engagement, conversion rates, lead generation, sales and other key performance indicators (KPIs). The resulting reports and insights will provide the Client with valuable feedback, enabling continuous optimization and refinement of advertising strategies for better results.
Email Expand – the Agency services included are limited to those specifically outlined in the approved Email Expand proposal. This may include audience sourcing, campaign deployment, reporting, match-back analysis, and related email campaign deployment services.
Other Services – From time to time, additional advertising services may be necessary to reach the Client’s goals. When needed, the Agency will provide those services or recommend capable resources for service fulfillment.

Specific deliverables, budgets, timelines, and service details will be outlined in separate proposals, estimates, or insertion orders.

Client acknowledges that the Agency may use artificial intelligence tools to assist in research, ideation, drafting, audience modeling, and reporting as part of the Services. Final creative and strategic deliverables are reviewed and approved by Agency personnel before delivery to Client.

Any change to the scope, deliverables, or budget of an active proposal or statement of work must be agreed in writing by both parties before the Agency begins the revised work.

2. Fees, Payments, and Invoicing

Client agrees to pay all fees, budgets, media spend, and related costs outlined in approved proposals, invoices, or insertion orders.
Unless otherwise noted, payments are due upon receipt.
Uniquely Digital reserves the right to pause campaign execution, media spend, reporting, or deliverables for overdue accounts.

3. Term and Termination

Services shall continue for the duration outlined in the applicable proposal or insertion order unless terminated earlier.
Either party may terminate services with 30 days’ written notice unless otherwise stated in the applicable agreement.
Client remains responsible for payment of all approved work completed, media spend incurred, non-cancelable commitments, and outstanding invoices through the effective date of termination.
Uniquely Digital may terminate services immediately in the event of non-payment, breach of agreement, misuse of services, or unlawful activity, including without limitation Client’s direction to Agency to produce or publish content that is unlawful, defamatory, or infringing on the rights of any third party (“Prohibited Content”).

Transition Assistance and Asset Ownership

Condition Precedent to Transition. The Agency’s obligations under this section are conditioned on the Client’s account being current. The Agency has no obligation to provide transition assistance, transfer or facilitate access to any asset, or deliver any export while any invoice, fee, or other amount owed to the Agency remains outstanding or past due. Transition activities will commence only after all amounts owed to the Agency are paid in full.

Client-Owned Assets. Subject to the condition above, upon termination the Agency will provide reasonable transition assistance limited to: (a) the Client’s Google Analytics property, which the Agency will transfer to a Google account the Client designates; (b) any web page or social property owned by the Client, including the Client’s Facebook and Instagram Page, from which the Agency will remove its access; (c) any advertising platform account the Client owned prior to the engagement and made available to the Agency, which the Client retains; and (d) upon written request within thirty (30) days of termination, exports of the Client’s historical performance data and final ad creative in commonly used formats.

Agency-Owned Assets. All other accounts, systems, and assets used in performing the services are owned or controlled by the Agency, or by third parties on the Agency’s behalf, and will not be transferred, assigned, or made accessible. This includes without limitation: advertising platform accounts and campaign structures built by the Agency, including Google Ads accounts; the Agency’s business manager accounts and all advertising accounts, datasets, tracking pixels, and audiences created within them; server-side tracking infrastructure and configuration, including Stape; reporting systems, dashboards, and data connectors; proprietary audience segments; and all software, licenses, and methodologies. The Client acknowledges it has not been granted, and will not receive, direct access to Agency advertising accounts.

Google Tag Manager. At the Agency’s discretion and upon the Client’s request, the Agency may transfer a Google Tag Manager container to the Client after removing all Agency-specific tags, media pixels, placements, server-side configuration, and Stape components.

Native and Working Files. Native and working files, including editable creative source files, are the Agency’s property and will not be shared.

4. Confidentiality and Data Protection

Both parties agree to maintain the confidentiality of all non-public, proprietary, financial, strategic, customer, and operational information shared during the course of the business relationship.
Uniquely Digital will not disclose Client confidential information to third parties except as necessary to provide services or as required by law.
Client agrees not to disclose Uniquely Digital’s proprietary methods, pricing, strategies, data processes, systems, or business practices.
Both parties agree to comply with applicable privacy, advertising, and data protection laws.

Client acknowledges that the Agency may process Client data using third-party artificial intelligence tools and platforms in the course of providing Services, including for the development, generation, and enhancement of advertising creative, copy, and campaign assets. The Agency will use commercially reasonable efforts to ensure such tools do not retain or use Client data to train models for the benefit of third parties, and will disclose material subprocessors upon Client’s reasonable request.

In the event of a confirmed data breach affecting Client’s confidential information, the Agency will notify Client without undue delay and in no event later than seventy-two (72) hours after becoming aware of the breach, and will provide reasonably requested information to assist Client in meeting its own notification obligations.

5. Ownership of Materials and Intellectual Property

Upon full payment, Client shall own final approved creative assets specifically developed for Client’s use.
Uniquely Digital retains ownership of all proprietary methodologies, processes, audience models, reporting frameworks, software configurations, templates, targeting logic, advertising systems, and strategic approaches used in service delivery.
Any concepts, campaigns, strategies, or recommendations presented but not purchased or implemented remain the sole property of Uniquely Digital.

Final creative and strategic deliverables produced with the assistance of artificial intelligence tools are owned by Client on the same terms as other final approved deliverables under this Agreement. Underlying prompts, AI workflows, and audience or targeting models developed by Agency using its own proprietary methods remain Agency’s property, whether or not artificial intelligence tools were used in their development.

Client grants Agency a non-exclusive license to use Client-supplied logos, brand assets, and brand guidelines solely for the purpose of providing the Services.

6. Marketing Usage and Case Studies

Client grants Uniquely Digital permission to reference Client’s name, logo, advertising examples, campaign screenshots, and general performance outcomes in marketing materials, case studies, presentations, proposals, social media, and business development materials.
Uniquely Digital agrees not to disclose sensitive business information, confidential customer information, or proprietary financial data without written consent.

7. Reporting and Performance

Uniquely Digital will provide reporting and performance updates as outlined in the applicable proposal or service agreement.
Client acknowledges that advertising performance is influenced by factors outside of Uniquely Digital’s control, including market conditions, seasonality, platform changes, competition, website performance, and Client responsiveness.
Uniquely Digital does not guarantee specific results, sales, lead volume, return on ad spend, or business outcomes.

Where reporting or analysis is generated with the assistance of artificial intelligence tools, such reporting is reviewed by Agency personnel prior to delivery, but Client acknowledges that AI-assisted insights may carry different reliability characteristics than fully manual analysis.

8. Liability

To the fullest extent permitted by law, each party agrees to indemnify and hold harmless the other party from any claims, damages, losses, liabilities, costs, or expenses arising from that party’s negligence, misconduct, breach of these terms, or violation of applicable laws.

Except for breaches of confidentiality or intentional misconduct, each party’s total liability arising out of this Agreement shall not exceed the total fees paid by Client to Agency in the one (1) months preceding the claim. Neither party shall be liable for indirect, incidental, consequential, or punitive damages, including lost profits or lost business opportunity, even if advised of the possibility of such damages.

9. Governing Law and Dispute Resolution

These Terms & Conditions shall be governed by and interpreted in accordance with the laws of the State of Wyoming.

Any disputes arising from these Terms & Conditions or the services provided shall first be addressed through good-faith mediation. If mediation is unsuccessful, the dispute shall be resolved through binding arbitration in Wyoming.

Nothing in this section limits any non-waivable protections Client may have under the consumer protection or advertising laws of Client’s home state.

10. Entire Agreement

These Terms & Conditions, together with any approved proposal, estimate, insertion order, or statement of work, constitute the entire agreement between the parties and supersede any prior discussions or understandings. Any amendments to this Agreement must be made in writing and signed by both parties.

Uniquely Digital reserves the right to update these Terms & Conditions from time to time. Updates will be reflected by a revised “Last Updated” date on this page, and for material changes affecting fees, liability, or data handling, a brief summary of what changed will be posted alongside the Terms. It is Client’s responsibility to periodically review these Terms for updates. Continued use of services constitutes acceptance of the most current version.

11. Force Majeure

Neither party shall be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including but not limited to acts of God, internet or hosting outages, third-party platform failures (including advertising platforms such as Meta or Google), labor disputes, or governmental action. The affected party shall notify the other promptly and resume performance as soon as reasonably possible.

Contact Information

Uniquely Digital, LLC

Phone: 832.698.9523

Email: Sales@uniquelydigital.com