Digital Marketing Services Agreement
OverDrive Digital Marketing LLC
Created by: Brad Ictech, Ph.D.
1. Parties and Effective Date
This Digital Marketing Services Agreement (“Agreement”) is entered into between:
OverDrive Digital Marketing LLC, a Louisiana limited liability company located at
40309 Cara Mae St., Slidell, Louisiana 70461 (“Company”), and the purchasing business entity
identified during checkout (“Client”).
The Effective Date of this Agreement is the date payment is successfully processed through
Company’s ecommerce checkout system.
By completing checkout and selecting an acceptance checkbox such as “I agree” or similar language,
Client agrees to all terms in this Agreement.
2. Services
Company provides digital marketing services based on the plan selected at checkout, which may include:
- Website design and development
- Website hosting
- Search Engine Optimization (SEO)
- Answer Engine Optimization (AEO)
- Google Ads and other paid advertising management
- Content development
- Email marketing
- Analytics configuration and reporting
- Other related services as described in the selected plan
3. Service Plans and Term
3.1 Month-to-Month Plans
Certain plans operate on a month-to-month basis and renew automatically every 30 days unless canceled
with 30 days written notice prior to the next billing cycle.
3.2 Commitment Plans (12 or 24 Months)
If Client selects a plan that requires a 12 or 24 month commitment, Client agrees to pay for the full
commitment period.
After the commitment period ends, the plan converts to month-to-month unless canceled in writing before renewal.
Early cancellation does not eliminate Client’s obligation to pay the remaining balance of the commitment term.
4. Plan Upgrades and Downgrades
Client may upgrade to a higher-tier plan at any time. Upgrades take effect upon successful payment of the new plan rate.
An upgrade does not reset, extend, or renew the original commitment period unless Client voluntarily enters into a new written agreement.
Downgrades
Client may request to downgrade to the Digital Foundation Plan, currently priced at $249 per month, subject to the following conditions:
If the active website contains twenty (20) total indexed pages or fewer, Client may downgrade at any time.
If the active website contains twenty-one (21) pages or more, Client may not downgrade until the full twelve (12) month commitment period has been completed.
For purposes of this Agreement, a “page” means any publicly accessible, indexed URL containing unique content, including service pages, landing pages, location pages, blog posts, or other custom content pages. System-generated archive pages or administrative URLs are excluded unless they contain custom-developed content.
Company shall determine total page count in good faith based on the live website structure at the time a downgrade request is submitted.
If Client reduces the website to twenty (20) pages or fewer, downgrade eligibility will be reassessed after such reduction is completed.
Downgrades do not eliminate any unpaid balances or outstanding financial obligations incurred prior to the downgrade request.
5. Payment Terms
All services are billed automatically to the payment method on file. Client is responsible for maintaining accurate billing information.
5.1 Failed Payments
- After 15 days past due, services may be limited.
- After 30 days past due, services may be suspended.
- After 45 days past due, services may be terminated.
- After 60 days past due, data, hosting, and digital assets may be permanently deleted.
All fees are non-refundable.
6. Free Website Plans (Ownership Earned After Commitment)
For service plans that include a “Free Website” build as part of a 12 or 24 month commitment:
6.1 Ownership During Commitment Period
During the initial 12 or 24 month commitment term, Company retains full ownership of the website, including but not limited to
the design, structure, layout, code framework, and hosting environment.
Client is granted a limited, non-transferable license to use the website solely for Client’s business purposes during the active term of service.
6.2 Ownership Upon Completion of Commitment
If Client completes the full 12 or 24 month commitment term without default, early termination, or nonpayment, ownership of the website
design and build will transfer to Client at no additional build cost.
Ownership transfer includes:
- Website files and page structure
- Content created specifically for Client (if any)
- WordPress installation and theme configuration (if applicable)
Ownership transfer does not include:
- Company proprietary systems, templates, internal processes, and automation systems
- Licensed third-party plugins, software, or services not owned by Client
- Company SEO frameworks, backlink networks, or proprietary tracking configurations that are not transferable
6.3 Early Cancellation
If Client cancels prior to completing the full commitment term, ownership does not transfer. Company may remove the website from hosting,
disable access, and retain all build files and development assets. Client remains financially responsible for the remaining balance of the commitment term.
6.4 Nonpayment
If Client defaults on payment at any time prior to completion of the commitment term, ownership transfer is void.
6.5 Month-to-Month After Completion
Once the original commitment term has been fully satisfied and ownership has transferred, Client may continue on a month-to-month marketing plan.
Termination after this point does not reverse ownership transfer, provided no outstanding balances exist.
7. Domain Ownership
Client owns its domain only if the domain is registered in Client’s own registrar account and Client is current on all payments.
If Company registers or maintains the domain due to nonpayment or administrative necessity, Company may retain administrative control until all balances are paid.
8. SEO and Digital Asset Ownership
Company retains ownership of proprietary systems, strategies, processes, templates, keyword structures, analytic configurations, and technical frameworks.
Client retains ownership of original content provided by Client.
If Client cancels prior to fulfilling a commitment term, Company may remove or disable unpaid proprietary SEO implementations.
9. Advertising Services and Platform Disclaimer
Company does not guarantee specific search rankings, traffic volume, lead volume, conversion rates, revenue increases, or advertising ROI.
Digital marketing results depend on numerous factors outside Company’s control, including competition, algorithm updates, market conditions,
platform policy changes, and consumer behavior.
Company is not affiliated with Google, Meta, Microsoft, or any third-party advertising platform. Advertising accounts and ad delivery are subject to
platform policies and may be restricted, suspended, or modified by the platform at any time.
All advertising budgets paid directly to advertising platforms remain the responsibility of Client. Company is not liable for click fraud, platform outages,
algorithm changes, or billing errors made by any advertising platform.
10. Client Responsibilities
- Provide accurate business information and timely access, logins, and approvals needed to perform services.
- Review and approve deliverables in a timely manner.
- Comply with all applicable laws, regulations, and platform policies.
- Not misrepresent Company services or make promises on behalf of Company.
Delays caused by Client do not pause billing obligations or extend the commitment period unless agreed in writing by Company.
11. Limited Exclusivity
While Company is actively providing a specific service under the selected plan, Client agrees not to hire another provider to perform the same
overlapping service simultaneously.
This exclusivity applies only to duplicative services being actively provided by Company and does not prohibit Client from hiring third parties for
services not included in the current plan.
Violation may result in termination of bundled discounts, promotional pricing, or plan incentives.
12. Warranty Disclaimer
Each party warrants it has the rights necessary to enter into this Agreement. Except as expressly stated, Company disclaims all other warranties,
express or implied, including any warranty of merchantability or fitness for a particular purpose.
13. Limitation of Liability
Company’s total liability for any claim arising from or related to this Agreement shall not exceed the total fees paid by Client to Company during the
twelve (12) months preceding the event giving rise to the claim.
Company shall not be liable for loss of data, lost profits, business interruption, indirect damages, consequential damages, or reputational harm.
This limitation applies to Company and its subcontractors.
14. Force Majeure
Neither party shall be liable for failure or delay in performance due to circumstances beyond reasonable control, including natural disasters, internet outages,
platform disruptions, cyberattacks, labor disputes, or government actions.
15. Confidentiality
Each party agrees to protect the confidential information of the other and to use it solely for purposes of performing this Agreement.
If the parties have executed a separate non-disclosure agreement, that agreement will control for confidentiality terms to the extent it conflicts with this section.
16. Termination
16.1 Month-to-Month Termination
Either party may terminate a month-to-month plan with 30 days written notice.
16.2 Termination for Cause
Company may terminate immediately for nonpayment, fraud, misrepresentation, material breach, or violation of the Limited Exclusivity section.
16.3 Commitment Term Obligations
If Client is under a 12 or 24 month commitment, termination does not eliminate Client’s financial responsibility for remaining payments through the end of the commitment term.
Company’s obligation to provide services ends upon termination. Client’s obligation to pay for services rendered, initiated, or contractually agreed upon survives termination.
17. Notices
All notices and requests under this Agreement must be made in writing. Email is acceptable. Notices are effective when sent, provided they are sent to the
email address on file for the other party.
18. Governing Law and Venue
This Agreement shall be governed by and interpreted under the laws of the State of Louisiana. Any dispute shall be brought in the state or federal courts
located in St. Tammany Parish, Louisiana, and the parties consent to that jurisdiction and venue.
19. Independent Contractor
The parties are independent contractors. Nothing in this Agreement creates a partnership, employment relationship, or joint venture.
20. Changes, Entire Agreement, and Severability
This Agreement represents the entire understanding between the parties and supersedes all prior discussions or agreements on the same subject.
Any amendment must be in writing and signed by both parties, except that Company may update pricing or plan structures with 30 days written notice,
provided fixed commitment pricing is not altered during its initial commitment term.
If any provision of this Agreement is held unenforceable, the remaining provisions remain in full force and effect.
21. Acceptance
By completing checkout and submitting payment, Client acknowledges and agrees to all terms in this Agreement.