Master Services Terms & Conditions
Service Lead Growth LLC
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These Master Services Terms and Conditions (“Agreement”) govern the provision of digital marketing, advertising, website development, and consulting services by Service Lead Growth LLC (“Agency”), a company operating internationally with corporate capabilities in both the United States and Brazil, to the client executing a reciprocal Statement of Work or Service Order (“Client”).
1. Marketing & Campaign Management
1.1 Campaign Management Fees
Campaign management fees shall be calculated and billed as a flat rate management fee or onboarding fee specified in the client's service agreement. All management fees are billed by and payable directly to Service Lead Growth LLC.
Critical Ad Spend Policy
The full cost of all advertising spend is the sole and exclusive responsibility of the Client. Advertising platform costs will not be collected, routed, or paid for by Service Lead Growth LLC. The Client must provide and maintain their own direct payment method, such as a credit card, attached directly to each advertising publisher account.
This absolute client responsibility applies to all formats of paid media, including but not limited to pay-per-click (PPC) spend with Google Ads, and social media advertising spend on Meta, including Facebook and Instagram, TikTok, LinkedIn, and any other agreed-upon networks.
1.2 Campaign Metrics and Analytics
Agency may employ a variety of specialized advertising software, proprietary methodologies, and external optimization platforms during the course of execution. Agency will report performance metrics through Google Analytics, Looker Studio, or equivalent tracking dashboards accessible to the Client.
Agency does not grant direct administrative access to any underlying agency-owned software licenses, proprietary internal systems, third-party optimization suites, or master corporate accounts. Agency utilizes data feeds from platforms such as Google, Meta, and TikTok, but cannot guarantee the continuous accuracy or uptime of third-party metrics, providing no warranties beyond the native service level agreements of those networks.
1.3 Agency and Publisher Programs
Agency may participate in volume networks or platform incentive initiatives, receiving distinct optimizations, partner rewards, or platform-level programmatic credits based on consolidated scale. Agency is not required to itemize platform-specific credits or modify contracted management fees due to participation in such publisher partner programs.
1.4 Campaign Creative Assets
The Client is responsible for supplying all basic text, branding guidelines, corporate assets, product data, images, video footage, and localized audio elements required for campaign execution in a modern digital format. Client retains the right to submit completed creative assets to maintain absolute visual control.
Agency reserves the explicit right to hold or delay campaign launches until all necessary structural assets, tracking integrations, and functional content items are successfully received and verified.
2. General Terms & Operations
2.1 Purpose and Access Authorization
The Client engages Agency to design, develop, host, optimize, and/or manage marketing services across designated digital assets, web hosting systems, and third-party advertising structures.
The Client explicitly grants Agency the necessary administrative access, write permissions, API authorizations, and partner-level controls over Client web domains, hosting nodes, tag managers, and ad networks required to perform services.
2.2 Copyrights and Intellectual Property Warranties
The Client represents, warrants, and unconditionally guarantees that any text, graphics, photographic assets, designs, trademarks, or localized artwork furnished to Agency are fully owned by the Client, or that the Client possesses verifiable legal permission from the rightful owner.
Client agrees to indemnify, defend, and hold harmless Service Lead Growth LLC, its members, managers, and subcontractors from any third-party claims, legal suits, or liabilities arising from copyright or trademark disputes regarding client-provided content.
2.3 Assignment of Project & Subcontracting
Agency reserves the right to assign specialized internal resources, international entities, or trusted technical subcontractors to any portion of a client project to guarantee appropriate technical alignment and timely delivery.
All assigned subcontractors are bound by stringent non-disclosure agreements and are vetted to adhere fully to the explicit quality standards of Agency.
3. Performance, Warranties & Liability Limits
3.1 Campaign Performance Disclaimer
Digital marketing is subject to variable market conditions, shifting consumer behaviors, and algorithmic updates by third-party platforms. Agency does not guarantee specific commercial success, specific conversion volumes, or explicit financial yields from any campaign or technical structure.
3.2 Limitation of Liability
In no event shall Service Lead Growth LLC, its affiliates, or subcontractors be liable to the Client or any third party for any incidental, consequential, special, exemplary, or punitive damages, including but not limited to lost business profits, lost data, system downtime, or lost savings, arising out of the operation of, or inability to operate, the web pages, advertising campaigns, tracking systems, or automation elements, even if advised of the possibility of such damages.
4. Duration, Billing & Cancellation
Month-to-Month Agreement & Cancellation Policy
All recurring digital marketing, ad optimization, and support services are structured strictly on a month-to-month basis. Clients maintain the right to cancel active services at any time.
To execute a valid cancellation, the Client must submit a written notification via electronic mail to the designated account manager or billing department. Cancellations are categorized as effective at the absolute conclusion of the current monthly billing period.
The Client is required to finish out and fully pay for the remainder of the active billing cycle. No pro-rated refunds or mid-cycle credits are issued.
4.1 Project-Based Milestones (Non-Recurring Services)
For stand-alone, non-recurring technical projects, including custom website builds or fundamental software integrations, services begin upon receipt of an initial non-refundable deposit. Billing follows agreed-upon delivery phases.
If a Client initiates a project cancellation before full deployment, work ceases immediately. The Client remains fully responsible for paying 100% of the financial value assigned to the current active project milestone or development stage, payable within 30 days of cancellation notice.
4.2 Invoicing, Automatic Payments, and Account Suspension
Agency requires a valid credit card, ACH, or pre-authorized corporate payment method on file for all ongoing month-to-month contracts. Recurring service lines are charged automatically on the calendar date corresponding to the initial execution or as outlined on the active invoice schedule.
Statements are generated electronically. If an authorized payment instrument declines or expires, services may be immediately suspended without liability until structural payment is resolved. Past-due amounts will accrue a standard finance charge of 1.5% per month until settled.
4.3 Collections and Recoverable Costs
Accounts moving into formal collection status will become liable for interest compounded at a rate of 18% annually, or the maximum allowable legal rate, whichever is lesser, on all outstanding balances.
Client agrees to pay all collection administration fees equal to 40% of the delinquent balance, plus all associated court costs and reasonable legal fees incurred during collection.
4.4 Out of Scope Adjustments (Overages)
Should the core functional scope shift during campaign operation, or if unexpected third-party structural limitations require major engineering interventions, Agency will outline the anticipated technical hour impacts and secure Client approval prior to executing additions.
If emergency situations require immediate resolution to preserve campaign uptime, Agency will inform the Client as soon as practical, and costs will be billed transparently.
5. Jurisdiction and Legal Framework
5.1 International Operations, Governing Law & Jurisdiction
Acknowledging the dual US and Brazil operational capacity of Service Lead Growth LLC, this Agreement and all transactional actions resulting therefrom shall be governed, interpreted, and enforced strictly in accordance with the laws of the State of Utah, United States, without regard to conflict of law principles.
Any legal disputes, mediation, or lawsuits arising directly out of this Agreement must be filed and resolved exclusively within the state or federal courts located in Salt Lake County, Utah, USA, and both parties explicitly consent to the personal jurisdiction of such courts.
5.2 Severability and Integration
If any provision of this agreement is determined by a court of competent jurisdiction to be unlawful, void, or unenforceable, that specific clause shall be deemed severable and will not impair the legal validity or enforceability of any remaining provisions.
This document represents the entire master agreement between the parties regarding service terms, fully superseding all historical oral or written agreements.
Service Lead Growth LLC • www.serviceleadgrowth.com • Corporate Master Agreement Terms