Digital Advertising Services Agreement

Last Updated: April 9, 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:

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.
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.
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 statements of work.

2. Fees, Payments, and Invoicing

Client agrees to pay all fees, budgets, media spend, and related costs outlined in approved proposals, invoices, or statements of work.
Unless otherwise noted, payments are due upon receipt.
Any unpaid balances more than 15 days past due may be subject to a late fee of up to 5% of the outstanding balance.
Uniquely Digital reserves the right to pause campaign execution, media spend, reporting, or deliverables for overdue accounts.
A Technology Fee of up to 3% may be applied, when applicable, to offset costs associated with software platforms, tracking systems, data tools, reporting systems, and other technology used to support campaign execution.

3. Term and Termination

Services shall continue for the duration outlined in the applicable proposal or agreement 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.

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.

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.

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.

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.

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.

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. Continued use of services constitutes acceptance of the most current version.

Contact Information

Uniquely Digital, LLC

Phone: 832.698.9523

Email: Sales@uniquelydigital.com