Terms of Service

Section 01

Acceptance of Terms

1.1 Binding Agreement

These Terms of Service govern your access to and use of the Leveredge Media website located at leveredgemedia.com (the "Website") and all services provided by Leveredge Media, including but not limited to local search engine optimisation, social media management, video editing, content creation, and associated consulting, reporting, and strategy services (collectively, the "Services"). These Terms apply to all visitors, prospective clients, current clients, and any other person or entity who accesses or uses the Website or Services in any capacity.

1.2 Capacity and Authority

By agreeing to these Terms, you represent that you are at least 18 years of age and possess the full legal authority to enter into binding contracts either on your own behalf or on behalf of the business entity you represent. If you are accepting these Terms on behalf of a company, partnership, or other legal entity, you represent that you have the authority to bind that entity to these Terms and that the entity agrees to be bound by them. In such cases, references to "you" in these Terms refer to both you as an individual and the entity you represent.

1.3 Superseding Effect

These Terms, together with any service agreement, statement of work, or proposal accepted by the Client, constitute the entire agreement between the parties concerning the Services and supersede all prior negotiations, representations, or agreements, whether oral or written, relating to the subject matter hereof. In the event of any conflict between these Terms and a separately executed written agreement between the parties, the terms of the separately executed written agreement shall govern with respect to the specific subject matter of the conflict.

Section 02

Definitions

The following definitions apply throughout these Terms. Capitalised terms used but not defined in a particular section shall have the meanings ascribed to them below.

Section 03

Scope of Services

3.1 Service Description

Leveredge Media provides digital marketing services to local service businesses in the United States, Canada, United Kingdom, and Australia. Our core service offerings include local search engine optimisation (Local SEO), social media management (SMM), and video content editing. The specific scope, deliverables, timeline, and pricing for each Client engagement are defined in the applicable service proposal or statement of work provided and agreed upon prior to commencement of Services.

3.2 Service Modifications

Leveredge Media reserves the right to modify, enhance, or substitute the methods and tools used to deliver Services at our discretion, provided that such modifications do not materially reduce the scope or quality of the agreed Deliverables. Where the Client requests material changes to the agreed scope of Services after commencement, such changes shall be subject to a written change order agreed upon by both parties and may result in adjustments to Service Fees and timelines.

3.3 Subcontracting

Leveredge Media may, at its discretion, engage qualified contractors, freelancers, or subagencies to assist in the delivery of Services. Leveredge Media remains responsible to the Client for the quality and delivery of all Services regardless of whether subcontractors are engaged. Subcontractors are bound by confidentiality obligations no less protective than those in these Terms.

3.4 Service Availability

While we endeavour to provide consistent and uninterrupted Services, we do not warrant that Services will be available without interruption, delay, or error. Service availability may be temporarily affected by circumstances including maintenance, technical issues, third-party platform outages, or Force Majeure Events. We will use commercially reasonable efforts to minimise service disruption and to notify the Client of any anticipated material interruption.

3.5 Free Audit and Consultation

Leveredge Media may offer free audits, consultations, or preliminary assessments to prospective clients. These preliminary services are provided at our sole discretion, are non-binding, and do not constitute a commitment by either party to enter into a paid engagement. Information shared during free consultations is subject to the confidentiality provisions of these Terms.

Section 04

Client Obligations

4.1 Cooperation and Timely Response

The Client acknowledges that the effective delivery of Services requires the Client's active cooperation and timely participation. The Client agrees to:

• Provide accurate, complete, and up-to-date information about their business, including contact details, business descriptions, operating hours, service areas, and any other information reasonably required by Leveredge Media to perform the Services.
• Respond to requests for information, approvals, or feedback within five (5) business days unless a shorter timeline is mutually agreed upon in writing.
• Designate a primary point of contact who has the authority to make decisions on behalf of the Client and to provide approvals in connection with the Services.
• Promptly notify Leveredge Media of any material changes to the Client's business, including changes in ownership, location, services offered, or any circumstances that may affect the delivery or relevance of the Services.

4.2 Accuracy of Client Materials

The Client represents and warrants that all Client Materials provided to Leveredge Media are accurate, lawful, and do not infringe upon the intellectual property rights, privacy rights, or any other rights of any third party. Leveredge Media shall not be liable for any harm, penalty, or adverse outcome arising from Client Materials that are inaccurate, misleading, unlawful, or in violation of any third-party rights.

4.3 Compliance with Platform Policies

The Client is responsible for ensuring that their business practices, products, services, and all information provided to Leveredge Media comply with applicable laws and the terms of service, community guidelines, and advertising policies of all Third-Party Platforms relevant to the engagement. Leveredge Media will endeavour to ensure that Services are delivered in accordance with known platform policies; however, the Client bears ultimate responsibility for the legality and compliance of their business activities.

4.4 Account Ownership and Control

All accounts created or managed by Leveredge Media on behalf of the Client, including Google Business Profile accounts, social media accounts, directory listings, and advertising accounts, are the sole property of the Client. The Client is responsible for maintaining the security of any credentials shared with Leveredge Media and for promptly revoking access upon termination of the engagement.

Section 05

Third-Party Platforms and External Dependencies

5.1 Independence from Third-Party Platforms

Leveredge Media is an independent service provider and is not affiliated with, endorsed by, sponsored by, or in any way officially connected to Google, Meta, TikTok, YouTube, LinkedIn, X, Pinterest, Yelp, or any other Third-Party Platform. The Services involve optimising a Client's presence on these platforms; however, Leveredge Media does not own, operate, or control any Third-Party Platform and has no authority to influence, override, reverse, or prevent any decision made by a Third-Party Platform with respect to a Client's account, listing, content, or ranking.

5.2 Platform Changes and Algorithm Updates

The Client acknowledges and accepts that Third-Party Platforms, including but not limited to Google Search, Google Maps, Google Business Profile, Meta (Facebook and Instagram), TikTok, YouTube, and LinkedIn, continuously modify their algorithms, ranking systems, content policies, advertising policies, and feature sets. These modifications are made unilaterally by the respective platforms at any time, without notice, and without the knowledge or consent of Leveredge Media or the Client. Such modifications may materially affect the visibility, ranking, performance, or reach of the Client's online presence.

5.3 Account Suspensions and Platform Actions

Third-Party Platforms reserve the absolute right to suspend, restrict, penalise, remove, or permanently ban any account, listing, or content that they determine, in their sole and unreviewable discretion, to violate their terms of service, community standards, or applicable law. This right is exercised by the platforms independent of Leveredge Media and beyond our control.

The Client expressly acknowledges and agrees to the following:

• Leveredge Media cannot guarantee that any account managed on behalf of the Client will not be subject to a suspension, restriction, or removal action by a Third-Party Platform, regardless of whether the Services have been performed in full compliance with all known platform policies at the time of delivery.
• Leveredge Media shall not be liable for any losses, costs, lost revenue, business disruption, reputational harm, or any other damages arising from the suspension, restriction, removal, or any other adverse action taken by a Third-Party Platform against a Client's account, listing, page, or content.
• In the event of a platform suspension or adverse action, Leveredge Media will use commercially reasonable efforts to assist the Client in understanding the platform's stated reason for the action and, where technically feasible and within our means, to assist with any appeals process made available by the platform. This assistance is provided as a professional courtesy and does not create any guarantee of reinstatement or constitute an admission of fault.
• Service Fees remain payable in full regardless of any platform action affecting the Client's accounts. Leveredge Media's obligations under any engagement are to provide the agreed Services, not to guarantee any specific outcome determined by Third-Party Platforms.
• The Client acknowledges that some platform actions may be triggered by factors entirely outside both the Client's and Leveredge Media's knowledge or control, including changes to the platform's internal review processes, retroactive policy enforcement, or actions by third parties who report the Client's content or account.

5.4 Third-Party Platform Terms

The Client's use of Third-Party Platforms is governed exclusively by the terms of service and policies of those respective platforms. Leveredge Media makes no representation regarding those terms and shall not be responsible for ensuring the Client's independent compliance with them. The Client is solely responsible for reviewing and complying with the terms of service of all Third-Party Platforms relevant to their business. In the event of a conflict between the advice of Leveredge Media and the terms of service of a Third-Party Platform, the Client must follow the Third-Party Platform's terms, and Leveredge Media shall not be liable for any outcome arising from the Client's decision to act otherwise.

5.5 Third-Party Tool Outages

Leveredge Media uses third-party software tools and platforms in the delivery of Services, including scheduling tools, analytics platforms, reporting software, and content management systems. Outages, disruptions, errors, or service failures affecting these tools may temporarily delay or interrupt the delivery of Services. Such interruptions shall be treated as Force Majeure Events and shall not constitute a material breach of contract by Leveredge Media.

Section 06

Account Access, Credentials, and Security

6.1 Access Grant

Where the Services require Leveredge Media to access, manage, or operate accounts or platforms owned by the Client, the Client grants Leveredge Media a limited, non-exclusive, revocable licence to access and use such accounts solely for the purpose of delivering the agreed Services. This access does not transfer ownership of any account to Leveredge Media.

6.2 Credential Handling

Where the Client shares login credentials or grants administrative access to their accounts, the Client acknowledges and accepts the following:

• Credentials should be shared exclusively through secure methods agreed upon by the parties. Leveredge Media shall not be responsible for credential interception or compromise resulting from the Client's use of insecure transmission methods.
• The Client is responsible for maintaining the security of their own master account credentials and for implementing two-factor authentication where available on all platforms.
• Leveredge Media will store shared credentials using industry-standard secure credential management practices and will not share them with any unauthorised third party.
• Upon termination of the engagement for any reason, the Client must change all credentials previously shared with Leveredge Media and revoke any delegated access, manager permissions, or API keys granted to Leveredge Media.

6.3 Account Actions Under Delegated Access

Where Leveredge Media takes actions within a Client's account under delegated access, those actions are taken in accordance with the agreed scope of Services and the Client's instructions. Leveredge Media shall not be liable for any unintended consequences arising from Client-directed actions, actions taken in good faith based on information provided by the Client, or actions that were compliant with all applicable platform policies at the time they were taken but were subsequently retroactively penalised by the platform.

6.4 Account Ownership Disputes

In the event that a dispute arises between the Client and any third party regarding ownership of or access to any account, the dispute is between the Client and that third party. Leveredge Media shall cooperate in good faith to assist resolution where commercially reasonable but shall not be a party to such disputes and shall not bear any liability arising from them.

Section 07

Fees, Payment, and Billing

7.1 Service Fees

Service Fees are as specified in the applicable proposal, service agreement, or invoice provided by Leveredge Media. All fees are stated in United States Dollars (USD) unless explicitly stated otherwise in writing. Leveredge Media reserves the right to modify its pricing structure for new engagements or renewals by providing the Client with not less than thirty (30) days' written notice prior to any fee increase taking effect.

7.2 Payment Terms

Unless otherwise specified in the applicable service agreement:

• Retainer fees are invoiced and payable monthly in advance on the commencement date of each service period.
• Payment is due within seven (7) days of invoice date.
• All payments must be made through the designated payment methods specified by Leveredge Media.
• Initial engagements require a minimum 90-day commitment. The Client agrees to pay all invoices for the full initial 90-day period regardless of early termination during this period, except where termination is initiated by Leveredge Media for reasons other than Client breach.

7.3 Late Payment

Invoices not paid within seven (7) days of the due date shall accrue interest at a rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower) from the due date until payment is received in full. Leveredge Media reserves the right to suspend Services without notice in the event of non-payment and to resume Services only upon receipt of all outstanding amounts including accrued interest.

7.4 Refund Policy

All Service Fees paid to Leveredge Media are non-refundable unless:

• Leveredge Media has materially failed to deliver the agreed Deliverables within the agreed timeframe and has not remedied such failure within fourteen (14) days of written notice from the Client; or
• Leveredge Media terminates the engagement without cause during the initial 90-day commitment period, in which case a pro-rated refund of the unused portion of pre-paid fees shall be issued.

Reductions in performance metrics, changes in search rankings, changes in social media reach, or other outcomes determined by Third-Party Platform algorithms do not constitute grounds for a refund.

7.5 Taxes

The Client is responsible for all applicable taxes, levies, or duties imposed by any taxing authority on the Services. Where Leveredge Media is required by law to collect applicable sales tax, goods and services tax (GST), value-added tax (VAT), or similar charges, such amounts will be added to the applicable invoice.

Section 08

Intellectual Property Rights

8.1 Client-Owned Deliverables

Upon receipt of full payment of all applicable Service Fees, Leveredge Media assigns to the Client all right, title, and interest in any Deliverables created specifically for the Client under these Terms, including any copyright therein. This assignment covers custom-written content, edited video files, designed graphics, and campaign strategies created exclusively for the Client's use. The Client's ownership of Deliverables is contingent on full payment having been received.

8.2 Leveredge Media Retained Rights

Notwithstanding the assignment in Section 8.1, Leveredge Media retains exclusive ownership of all pre-existing intellectual property, including but not limited to our proprietary methodologies, frameworks, systems, templates, tools, processes, and the knowledge and expertise underlying the Services. Nothing in these Terms grants the Client any licence to use Leveredge Media's methodologies or frameworks outside the context of the Services delivered to the Client.

8.3 Client Material Licence

The Client grants Leveredge Media a non-exclusive, royalty-free licence to use Client Materials solely for the purpose of delivering the Services. This licence terminates automatically upon the conclusion of the engagement. Leveredge Media shall not use Client Materials for any other purpose without the Client's prior written consent.

8.4 Portfolio and Case Study Use

Leveredge Media reserves the right to reference the Client's business name, general industry, and aggregate performance metrics (e.g. "ranking improvement," "review increase") in case studies, portfolio materials, and marketing communications, provided that no commercially sensitive, confidential, or personally identifiable information is disclosed. The Client may opt out of such use by providing written notice to Leveredge Media at any time.

8.5 Third-Party Content

Where Deliverables incorporate third-party licensed content, including but not limited to stock photography, licensed music, or third-party fonts, the Client's use of such content is subject to the applicable third-party licence terms. Leveredge Media will inform the Client of any material third-party content incorporated into Deliverables and of any restrictions on the Client's use of such content.

Section 09

Confidentiality

9.1 Mutual Obligations

Each party agrees to hold the other's Confidential Information in strict confidence, to use it only for the purposes of fulfilling obligations under these Terms, and not to disclose it to any third party without the prior written consent of the disclosing party, except as required by law, court order, or regulatory authority. Each party agrees to protect the other's Confidential Information with no less care than it uses to protect its own confidential information, and in any event with at least a reasonable standard of care.

9.2 Exclusions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no breach of these Terms;
• Was known to the receiving party prior to disclosure;
• Is received from a third party without restriction and without breach of any confidentiality obligation;
• Is independently developed by the receiving party without reference to the disclosing party's Confidential Information.

9.3 Duration

Confidentiality obligations survive termination or expiry of these Terms for a period of three (3) years. Obligations relating to trade secrets survive indefinitely.

Section 10

Results, Performance, and Disclaimers

10.1 No Guarantee of Specific Outcomes

Leveredge Media does not guarantee, and no representative of Leveredge Media shall be understood to guarantee, any specific search ranking position, volume of website traffic, number of leads, conversions, social media followers, engagement rate, review count, or any other specific quantitative outcome. The performance of digital marketing services is subject to numerous variables outside Leveredge Media's control, including but not limited to:

• Search engine and social media algorithm updates by Third-Party Platforms;
• Competitive activity within the Client's market and geographic area;
• Seasonal demand fluctuations relevant to the Client's industry;
• The quality, completeness, and accuracy of information provided by the Client;
• Changes in the Client's business, pricing, or service offering;
• Consumer behaviour patterns and market conditions;
• Technical limitations of the Client's own website, systems, or infrastructure;
• Any prior history of policy violations or penalties on the Client's accounts;
• Actions taken by the Client or third parties that are inconsistent with the agreed strategy.

10.2 Projections and Estimates

Any projections, estimates, forecasts, or performance targets communicated by Leveredge Media, whether verbally or in writing, are based on historical data, industry benchmarks, and professional judgment at the time of communication. They are provided for planning and orientation purposes only and do not constitute commitments, representations, or warranties. Actual results may differ materially from any estimates provided.

10.3 Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LEVEREDGE MEDIA DISCLAIMS ALL WARRANTIES RELATING TO THE SERVICES, INCLUDING ANY WARRANTY THAT THE SERVICES WILL MEET THE CLIENT'S REQUIREMENTS OR THAT RESULTS OBTAINED FROM THE SERVICES WILL BE ACCURATE, RELIABLE, CURRENT, OR UNINTERRUPTED.

Section 11

Limitation of Liability

11.1 Cap on Liability

To the maximum extent permitted by applicable law, the total aggregate liability of Leveredge Media to the Client arising out of or in connection with these Terms or the Services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total Service Fees paid by the Client to Leveredge Media in the three (3) calendar months immediately preceding the event giving rise to the claim.

11.2 Exclusion of Consequential Losses

To the maximum extent permitted by applicable law, Leveredge Media shall not be liable to the Client for any:

• Loss of profits, revenue, or anticipated savings;
• Loss of business, contracts, or commercial opportunities;
• Loss of data or goodwill;
• Indirect, incidental, special, punitive, or consequential damages of any kind;
• Damages arising from Platform Events, account suspensions, algorithm changes, or actions taken by Third-Party Platforms;
• Damages arising from the Client's own failure to comply with these Terms or with the terms of service of applicable Third-Party Platforms;
• Damages arising from errors in Client-provided information;
• Damages arising from actions taken by the Client contrary to the advice of Leveredge Media.

These exclusions apply regardless of whether Leveredge Media was advised of the possibility of such losses and regardless of the cause of action.

11.3 Essential Basis

The Client acknowledges that the limitations on liability in this section reflect a fair allocation of risk between the parties and form an essential basis of the bargain between them. Without these limitations, Leveredge Media would not enter into the agreement on the terms set out herein.

11.4 Consumer Law Exceptions

Nothing in these Terms limits or excludes Leveredge Media's liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot be excluded or limited under applicable consumer protection law in the Client's jurisdiction.

Section 12

Indemnification

12.1 Client Indemnification

The Client agrees to defend, indemnify, and hold harmless Leveredge Media, its officers, directors, employees, contractors, agents, and successors from and against any and all claims, demands, liabilities, losses, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• The Client's breach of any provision of these Terms;
• The inaccuracy, incompleteness, or unlawfulness of any Client Materials provided to Leveredge Media;
• The Client's violation of any applicable law, regulation, or the terms of service of any Third-Party Platform;
• Any claim by a third party arising from the Client's business activities, products, or services;
• Any claim arising from actions taken by a Third-Party Platform against the Client's accounts, including any suspension, restriction, removal, or penalty;
• The Client's misuse of Deliverables or use of Deliverables in a manner inconsistent with the terms of these Terms;
• Any claim that the Client's business, services, or marketing activities constitute deceptive, misleading, or unlawful conduct.

12.2 Leveredge Media Indemnification

Leveredge Media agrees to defend, indemnify, and hold harmless the Client from and against any third-party claims that the Deliverables, as delivered by Leveredge Media and used by the Client in accordance with these Terms, infringe the copyright or trademark of a third party, except where such infringement arises from Client Materials, Client instructions, or the Client's modification of Deliverables.

12.3 Indemnification Procedure

The party seeking indemnification must promptly notify the indemnifying party in writing of any claim for which indemnification is sought, provide reasonable cooperation in the defence of such claim, and grant the indemnifying party sole control over the defence and settlement of the claim. The indemnified party may participate in the defence at its own expense with legal counsel of its choosing.

Section 13

Term and Termination

13.1 Initial Term

Each service engagement commences on the date specified in the applicable service agreement and has an initial minimum term of ninety (90) days (the "Initial Term"). The Client's obligations to pay Service Fees continue for the full Initial Term regardless of early termination initiated by the Client, except where Leveredge Media has materially breached the agreement and failed to remedy the breach within fourteen (14) days of written notice.

13.2 Renewal

Following the Initial Term, the engagement automatically continues on a month-to-month basis unless either party provides written notice of termination at least thirty (30) days prior to the end of the then-current monthly billing period.

13.3 Termination for Cause

Either party may terminate the engagement immediately upon written notice if the other party:

• Materially breaches these Terms and fails to remedy the breach within fourteen (14) days of written notice specifying the breach in reasonable detail;
• Becomes insolvent, enters into administration, makes a voluntary arrangement with creditors, or has a receiver or liquidator appointed over any of its assets;
• Engages in fraudulent, illegal, or wilfully misconduct that causes or threatens to cause material harm to the other party.

13.4 Termination for Convenience

After expiry of the Initial Term, either party may terminate the engagement for any reason or no reason by providing thirty (30) days' written notice. All Service Fees accrued up to the effective date of termination remain payable.

13.5 Effects of Termination

Upon termination for any reason:

• Leveredge Media will cease all work on behalf of the Client as of the effective termination date;
• The Client will receive all Deliverables completed and paid for prior to the termination date;
• The Client must revoke all access permissions, administrator roles, and credentials previously granted to Leveredge Media within five (5) business days of the termination date;
• All outstanding Service Fees for work performed through the termination date become immediately due and payable;
• Provisions of these Terms that by their nature should survive termination shall survive, including but not limited to provisions relating to intellectual property, confidentiality, liability, indemnification, and governing law.

Section 14

Force Majeure and External Events

14.1 Force Majeure Events

Leveredge Media shall not be in breach of these Terms and shall not be liable for any delay or failure to perform its obligations under these Terms to the extent that such delay or failure is caused by a Force Majeure Event, provided that:

• Leveredge Media promptly notifies the Client in writing of the nature and expected duration of the Force Majeure Event;
• Leveredge Media uses commercially reasonable efforts to mitigate the effects of the Force Majeure Event and to resume full performance as soon as practicable;
• The obligation to pay Service Fees already earned or invoiced is not excused by a Force Majeure Event.

14.2 Platform Events as Force Majeure

The Client expressly acknowledges and agrees that Platform Events, including but not limited to major algorithm updates, search ranking volatility, account suspensions, removal of platform features, changes to platform policies, and restrictions imposed by Third-Party Platforms on accounts managed by Leveredge Media, constitute Force Majeure Events for the purposes of these Terms. These events are beyond Leveredge Media's reasonable control, could not reasonably have been anticipated or avoided, and do not constitute a breach of Leveredge Media's obligations under any service agreement.

14.3 Extended Force Majeure

If a Force Majeure Event continues for a period of sixty (60) or more consecutive days, either party may terminate the affected engagement upon fourteen (14) days' written notice without liability to the other party, except for Service Fees for work completed prior to termination and amounts already invoiced.

Section 15

Representations and Warranties

15.1 Leveredge Media Representations

Leveredge Media represents and warrants that:

• It has the full legal right, power, and authority to enter into and perform its obligations under these Terms;
• The Services will be performed with reasonable skill and care, consistent with industry standards for digital marketing agencies;
• It will comply with all applicable laws and regulations in its performance of the Services;
• It will promptly notify the Client of any material issues affecting the delivery of Services.

15.2 Client Representations

The Client represents and warrants that:

• It has the full legal right, power, and authority to enter into these Terms and to grant the licences and authorisations contemplated herein;
• All Client Materials are accurate, complete, lawful, and do not infringe the intellectual property, privacy, or other rights of any third party;
• The Client's business, products, and services comply with all applicable laws and do not constitute fraudulent, deceptive, or unlawful activity;
• The Client's accounts, listings, and online presence have not been subject to prior penalties, suspensions, or policy violations that have not been disclosed to Leveredge Media prior to engagement;
• The Client will not take any action, or direct Leveredge Media to take any action, that would violate the terms of service of any Third-Party Platform.

Section 16

Prohibited Conduct

16.1 Prohibited Client Activities

The Client agrees not to engage in, or request Leveredge Media to engage in, any of the following:

• Any activity that violates the terms of service, community standards, or advertising policies of any Third-Party Platform relevant to the engagement;
• The submission of false or fabricated reviews, testimonials, or ratings on any platform;
• Any practice that constitutes deceptive advertising or misrepresentation of the Client's products, services, qualifications, or pricing;
• The use of any Deliverables in connection with unlawful, fraudulent, defamatory, harassing, or otherwise harmful activities;
• Any attempt to manipulate search rankings or social media metrics through methods that violate applicable platform guidelines, including but not limited to link schemes, keyword stuffing, cloaking, or the purchase of artificial engagement;
• Sharing Leveredge Media's proprietary methodologies, frameworks, or strategies with any third party without prior written consent;
• Any activity that could expose Leveredge Media to legal liability or reputational harm.

Section 17

Data Protection and Privacy

17.1 Privacy Policy

Leveredge Media's collection, use, and handling of personal data is governed by our Privacy Policy, available at leveredgemedia.com/privacy-policy, which is incorporated by reference into these Terms. By engaging Leveredge Media's services, the Client acknowledges and agrees to the terms of the Privacy Policy.

17.2 Data Processing

Where Leveredge Media processes personal data on behalf of the Client in the course of delivering Services, and where applicable data protection law requires a data processing agreement, the parties agree to enter into such an agreement upon request. In the absence of a separate data processing agreement, Leveredge Media agrees to process such data only in accordance with the Client's documented instructions and applicable law.

17.3 Analytics and Reporting Data

Any analytics data, performance data, or reporting data generated in connection with the Client's accounts remains the property of the Client. Leveredge Media may retain anonymised, aggregated versions of performance data for internal benchmarking and service improvement purposes, provided that such data cannot be attributed to the Client and does not constitute Client Confidential Information.

Section 18

Modifications to These Terms

18.1 Right to Modify

Leveredge Media reserves the right to modify these Terms at any time. We will provide notice of material changes by publishing the updated Terms on our website and updating the "Last Updated" date, and where practicable, by sending notice to active clients via email at least thirty (30) days before significant changes take effect.

18.2 Continued Use

Your continued use of the Website or Services after the effective date of any modification constitutes your acceptance of the modified Terms. If you do not agree to any modification, you must notify Leveredge Media in writing within fourteen (14) days of receiving notice of the modification and, if applicable, initiate termination of your engagement in accordance with Section 13.

18.3 Applicable Version

For any ongoing engagement, the Terms in effect at the commencement of that engagement shall govern, except where modifications are required to comply with applicable law, in which case the modified Terms shall apply immediately upon the legally required effective date.

Section 19

Governing Law and Jurisdiction

19.1 Governing Law

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the jurisdiction in which the Client is domiciled or incorporated, as follows:

19.2 Client Protections Under Local Law

Nothing in these Terms removes or limits any rights that consumers are entitled to under the mandatory consumer protection laws of their country of residence. To the extent that any provision of these Terms conflicts with such mandatory rights, the mandatory rights shall prevail.

Section 20

Dispute Resolution

20.1 Good Faith Negotiation

In the event of any dispute, controversy, or claim arising out of or relating to these Terms, the Services, or the breach, termination, or invalidity thereof, the parties agree to first attempt to resolve the matter through good-faith negotiation. The party raising a dispute must provide written notice describing the nature of the dispute in reasonable detail. The parties shall have thirty (30) days from delivery of such notice to resolve the dispute through negotiation.

20.2 Mediation

If the dispute is not resolved through negotiation within the thirty (30) day period, either party may request that the dispute be referred to mediation before a mutually agreed-upon mediator. The costs of mediation shall be shared equally by the parties unless the mediator determines otherwise. Mediation is a condition precedent to the commencement of any formal legal proceedings except where urgent injunctive or interim relief is required.

20.3 Litigation

If mediation fails or is refused by either party, each party shall be free to pursue its legal rights through the courts of applicable jurisdiction as specified in Section 19. Nothing in this Section prevents either party from seeking urgent equitable relief from a court of competent jurisdiction where circumstances warrant.

20.4 Waiver of Class Action

To the fullest extent permitted by applicable law, the Client waives any right to participate in any class action, collective action, or representative proceeding against Leveredge Media. All disputes must be brought on an individual basis.

Section 21

General Provisions

21.1 Entire Agreement

These Terms, together with any applicable service agreement, proposal, or statement of work, constitute the entire agreement between the parties with respect to the Services and supersede all prior and contemporaneous agreements, representations, warranties, and understandings, whether oral or written.

21.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, it shall be severed from these Terms. The validity, legality, and enforceability of the remaining provisions shall not be affected or impaired in any way.

21.3 Waiver

No failure or delay by either party in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof. No single or partial exercise of any right, power, or remedy shall preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. A waiver of any breach or default does not constitute a waiver of any subsequent breach or default.

21.4 Assignment

The Client may not assign, transfer, delegate, or otherwise dispose of any rights or obligations under these Terms without the prior written consent of Leveredge Media. Leveredge Media may assign these Terms or any rights or obligations hereunder to any affiliate, successor, or acquirer of all or substantially all of Leveredge Media's business, without the Client's consent, provided that written notice is given to the Client within thirty (30) days of such assignment.

21.5 Notices

All notices required or permitted under these Terms shall be in writing and shall be delivered by email to the primary contact addresses provided by each party at the commencement of the engagement. Notices are effective upon confirmation of receipt. It is each party's responsibility to maintain a current and accurate email address for notices.

21.6 Relationship of the Parties

Leveredge Media is an independent contractor. Nothing in these Terms creates or implies any partnership, joint venture, agency, franchise, employment, or fiduciary relationship between Leveredge Media and the Client. Leveredge Media has no authority to enter into any contract or commitment on behalf of the Client, and no such authority shall be implied.

21.7 No Third-Party Beneficiaries

These Terms are for the sole benefit of the parties hereto and their respective permitted successors and assigns. Nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy under or by reason of these Terms.

21.8 Headings

Section headings are included for convenience only and shall not affect the interpretation of these Terms.

21.9 Language

These Terms are drafted in the English language. In the event of any conflict between an English version of these Terms and any translation, the English version shall prevail.

21.10 Electronic Execution

The parties agree that electronic signatures, acceptances by email, or acceptance by clicking a confirmation button or checkbox constitute legally binding signatures for all purposes and are as valid and enforceable as handwritten signatures to the fullest extent permitted by applicable law.

Section 22

Contact Information

If you have questions about these Terms of Service, wish to discuss any provision before engaging our services, need to serve formal legal notice, or wish to raise a dispute, please contact us using the information below. We are committed to responding to all legal and contractual enquiries within five (5) business days.

These Terms of Service have been drafted to reflect our actual business practices and to provide clear, enforceable protections for both parties. They are not a substitute for professional legal advice. Clients operating in regulated industries or with complex legal requirements are encouraged to seek independent legal counsel before entering into any service engagement. These Terms were last reviewed and updated on 1 January 2025.