Terms of Service

1. Agreement to terms

These Terms of Service (“Terms”) constitute a legally binding agreement between KeywordShift (“we,” “us,” or “our”) and any client, prospect, or website visitor (“you”) governing access to and use of services including SEO‑led content, high‑intent Google Ads, CRO, lifecycle email, analytics, and web deliverables.

By engaging our services, signing an order form or proposal, or accessing this site, you agree to these Terms; if you do not agree, do not use our services.

2. Services and scope

Service scope is defined in an executed proposal, SOW, or order form describing deliverables, timelines, assumptions, and responsibilities; changes require mutual written approval and may adjust fees and schedules.

We may recommend platforms, integrations, and experiments aligned to B2B SaaS pipeline goals, CAC payback, and NRR; you retain final control over budgets, access, and approvals.

3. Fees, billing, and taxes

• Retainers and fixed‑fee projects are invoiced as stated in the order form; media/ad spend is billed separately by platforms unless otherwise agreed.
• Invoices are due within 14 days unless specified; late amounts may accrue interest or service suspension after notice.
• Fees are exclusive of taxes; you are responsible for applicable taxes, excluding taxes based on our net income.

4. Client responsibilities

• Provide timely access, credentials, content approvals, and subject‑matter input to meet timelines and performance objectives.
• Ensure use of platforms and data is authorized and complies with applicable laws, platform policies, and contractual obligations.
• Maintain control of budgets and review/approve creative, landing pages, and experiments prior to launch when required.

5. Access, platforms, and credentials

You may grant access to analytics, ad platforms, CMS, and other systems solely for delivery of services; we will implement least‑privilege practices and revoke access upon termination or on request.

Account ownership remains with you; platform fees, seat licenses, and third‑party tool costs are your responsibility unless otherwise agreed in writing.

6. Intellectual property

• Pre‑existing IP: Each party retains rights to pre‑existing materials, tools, and know‑how contributed to the engagement.
• Work product: Upon full payment, you receive a worldwide, non‑exclusive, perpetual license to deliverables created for you, unless otherwise stated; third‑party assets remain subject to their licenses.
• Agency tooling: Internal frameworks, templates, and processes used to deliver work are not assigned but may be licensed as necessary to enable use of deliverables.

7. Feedback and testimonials

You grant a non‑exclusive, royalty‑free license to use feedback for improving services and, with consent, to reference anonymized performance outcomes or testimonials for marketing; opt‑out is available upon written notice.

8. Confidentiality

Each party agrees to protect the other’s confidential information with reasonable care and use it only for performing the agreement, except where disclosure is required by law with prompt notice if permitted.

9. Data protection

Where personal data is processed, each party will comply with applicable data protection laws; if we process personal data on your behalf, a Data Processing Addendum will apply and prevail in case of conflict.

10. Publicity

We may list your company name and logo as a client and reference non‑confidential, high‑level outcomes; you may opt‑out by notifying us in writing, except where public disclosures are already in the record.

11. Warranties and disclaimers

• Each party warrants it has authority to enter the agreement and will comply with applicable laws in performing obligations.
• Except as expressly stated, services and deliverables are provided “as is” without warranties of merchantability, fitness for a particular purpose, or non‑infringement; performance outcomes cannot be guaranteed.

12. Limitation of liability

To the maximum extent permitted by law, neither party is liable for any indirect, incidental, special, consequential, or punitive damages, or lost profits, revenue, or data, even if advised of the possibility.

Except for payment obligations, IP infringement, or breach of confidentiality/data protection, each party’s aggregate liability arising out of these Terms is limited to the fees paid or payable in the three (3) months preceding the claim.

13. Indemnification

Each party will defend and indemnify the other against third‑party claims arising from alleged breach of these Terms, unlawful content provided by that party, or willful misconduct, subject to prompt notice and control of defense.

14. Term, suspension, and termination

• Term continues for the duration stated in the order form; month‑to‑month retainers may be terminated with 30 days’ written notice unless specified otherwise.
• Either party may terminate for material breach not cured within 15 days after written notice; accrued payment obligations remain due.
• We may suspend services for non‑payment, security risks, or legal compliance after reasonable notice where practicable.

15. Export, sanctions, and anti‑corruption

Each party represents that it is not subject to sanctions and will comply with applicable export controls, anti‑bribery, and anti‑corruption laws in connection with the services.

16. Force majeure

Neither party is liable for delays or failures due to events beyond reasonable control, including outages, labor actions, government actions, or disasters, provided reasonable mitigation efforts are taken.

17. Governing law and venue

These Terms are governed by the laws of [insert governing law, e.g., State of Delaware, USA], without regard to conflict‑of‑laws rules, and disputes will be brought in courts located in [insert venue]; parties consent to personal jurisdiction there.

18. Changes to terms

We may update these Terms to reflect operational, legal, or regulatory changes; the “Last Updated” date will be revised, and material changes will be communicated where required by law.

19. Notices

Legal notices must be sent to the address or email specified in the order form; service‑related communications may be delivered via email or project tools used by the parties.

20. Miscellaneous

• Entire agreement: These Terms and the applicable order form constitute the entire agreement and supersede prior proposals and communications.
• Order of precedence: Conflicts are resolved in the following order: DPA (for data processing), order form/SOW, then these Terms.
• Assignment: Neither party may assign without consent, except to an affiliate or in connection with a merger or sale of substantially all assets.
• Severability and waiver: If any provision is unenforceable, the remainder remains in effect; failure to enforce is not a waiver.

21. Contact

For questions about these Terms, contact:

KeywordShift
Email: [email protected]