Terms of
Service

These Terms of Service ("Terms") constitute a legally binding agreement between GYB Marketing ("GYB Marketing," "we," "us," or "our") and you, the client ("Client," "you," or "your"). GYB Marketing is a digital marketing agency incorporated in the Commonwealth of Kentucky with its principal place of business at 2150 Lexington Rd, Richmond, KY 40475.

By engaging GYB Marketing's services through any channel — including but not limited to verbal agreement, email correspondence, digital signature, online form submission, or payment processing — you represent that you have the legal authority to enter into this agreement on behalf of yourself or the business entity you represent.

If you do not agree with any provision of these Terms, you must not engage our services. Your continued use of our services constitutes ongoing acceptance of these Terms as they may be amended from time to time.

GYB Marketing provides comprehensive digital marketing services including, but not limited to:

• SMM Strategy Development: Research-backed social media strategy creation, including audience analysis, content pillar definition, competitive research, platform selection, and 90-day growth roadmaps.
• Corporate Social Media Management: Full-cycle management of brand social accounts including content scheduling, community management, follower engagement, and real-time reputation monitoring.
• Content Production: Creation of professional marketing content including copywriting, graphic design, short-form and long-form video production, and creative asset development tailored to each platform's specifications.
• Paid Advertising Management: Campaign setup, audience targeting, creative testing, budget optimization, and performance management across Meta Ads (Facebook/Instagram), LinkedIn Ads, Google Ads, and TikTok Ads platforms.
• Analytics & KPI Reporting: Custom performance dashboard creation, monthly detailed reporting, data interpretation, and actionable recommendations aligned to agreed business KPIs.

The specific services to be rendered, deliverables, timelines, and pricing will be defined in a separate Service Agreement or Statement of Work ("SOW") executed by both parties. These Terms govern all such agreements.

GYB Marketing reserves the right to engage qualified subcontractors or partner agencies to deliver specific components of agreed services, while retaining full accountability for quality and delivery.

To enable GYB Marketing to deliver services effectively, the Client agrees to:

• Provide timely access to all necessary social media accounts, advertising accounts, analytics platforms, brand assets, and other materials required to perform agreed services.
• Designate a primary point of contact who has authority to make decisions regarding the marketing program and provide approvals within agreed timelines.
• Review and approve content, creative assets, and campaign materials within the approval windows specified in the Service Agreement (typically 48–72 business hours).
• Provide accurate and complete business information, brand guidelines, product/service details, and any other inputs required for content creation and strategy development.
• Promptly notify GYB Marketing of any changes to business operations, product offerings, branding, or legal requirements that may affect the marketing program.
• Maintain compliance with all applicable laws and platform terms of service with respect to the Client's own products, services, and business practices.
• Ensure that all materials, assets, and information provided to GYB Marketing do not infringe third-party intellectual property rights or violate applicable laws.
• Make all payments on time as specified in the agreed payment schedule.

Delays or failures in meeting Client obligations may result in project delays for which GYB Marketing shall bear no responsibility. GYB Marketing reserves the right to adjust timelines and deliverables accordingly, without penalty to the agency.

All fees for GYB Marketing services are as specified in the applicable Service Agreement or SOW. The following payment terms apply unless otherwise negotiated in writing:

• Retainer Services: Monthly retainer fees are due on the 1st of each service month. The first month's retainer is due upon contract execution.
• Project-Based Work: A non-refundable deposit of 50% of the total project fee is due upon contract execution, with the remaining balance due upon project completion and final delivery.
• Advertising Budgets: Client advertising budgets are billed separately from agency management fees and are due in advance before campaigns are activated. GYB Marketing does not commingle client ad spend with agency operating funds.
• Setup Fees: One-time setup or onboarding fees, where applicable, are due upon contract execution and are non-refundable.
• Late Payments: Invoices unpaid after 10 business days from the due date may incur a late fee of 1.5% per month on the outstanding balance. GYB Marketing reserves the right to suspend services for accounts with outstanding balances exceeding 15 days past due.
• Disputed Invoices: Any invoice disputes must be submitted in writing to analytics@gyb-marketing.com within 5 business days of invoice receipt. Undisputed portions of invoices remain due and payable by the original due date.

All prices are in US Dollars (USD) and exclusive of applicable taxes unless otherwise stated. The Client is responsible for all applicable taxes related to the purchase of services.

Upon receipt of full payment for services, GYB Marketing grants the Client a non-exclusive, perpetual license to use all original content, creative assets, and deliverables specifically created for the Client under the applicable Service Agreement ("Client Deliverables").

GYB Marketing retains ownership of all proprietary methodologies, processes, frameworks, tools, templates, data, and strategic systems developed independently of the Client engagement ("Agency IP"). Nothing in these Terms transfers ownership of Agency IP to the Client.

• The Client represents and warrants that all materials provided to GYB Marketing (including brand assets, product images, trademarks, and copy) are owned by or licensed to the Client with full rights to use as described herein.
• The Client grants GYB Marketing a limited license to use the Client's brand assets, trademarks, and materials solely for the purpose of delivering the agreed services.
• GYB Marketing may reference the Client's name and general campaign results in agency portfolio, case studies, and marketing materials, unless the Client requests otherwise in writing prior to engagement commencement.
• Any third-party stock imagery, licensed fonts, or other licensed materials incorporated into Client Deliverables remain subject to their original licensing terms. GYB Marketing will disclose material licensing restrictions applicable to delivered assets.

Both parties acknowledge that in the course of the business relationship, each may receive or have access to information that is proprietary, confidential, or otherwise not publicly available ("Confidential Information"). Each party agrees to:

• Hold all Confidential Information in strict confidence and not disclose it to any third party without prior written consent from the disclosing party.
• Use Confidential Information solely for the purpose of delivering or receiving the agreed marketing services.
• Protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.
• Promptly notify the other party of any actual or suspected unauthorized disclosure or use of Confidential Information.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is rightfully obtained from a third party without restriction; or (d) is required to be disclosed by law or court order, provided that the disclosing party is given reasonable advance notice.

These confidentiality obligations survive termination of the service relationship for a period of three (3) years.

GYB Marketing will perform all services with reasonable professional skill, care, and diligence consistent with industry standards. We are committed to transparency in all reporting and will provide accurate data from the platforms we manage.

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, GYB MARKETING DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. GYB MARKETING DOES NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM SECURITY VULNERABILITIES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GYB MARKETING'S TOTAL CUMULATIVE LIABILITY TO THE CLIENT ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES — WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE — SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO GYB MARKETING IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

IN NO EVENT SHALL GYB MARKETING BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF BUSINESS, LOSS OF GOODWILL, OR DATA LOSS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

• GYB Marketing is not liable for service interruptions or policy changes implemented by third-party platforms (Meta, Google, LinkedIn, TikTok, etc.) that affect campaign performance.
• GYB Marketing is not responsible for Client's failure to maintain platform account standing or comply with platform terms of service.
• GYB Marketing is not liable for any losses arising from unauthorized access to Client accounts that occurs outside GYB Marketing's direct control.

Either party may terminate the service relationship as follows:

• Client Termination: The Client may terminate ongoing services with thirty (30) days written notice. Termination does not relieve the Client of any payment obligations for services already rendered or in progress. No refunds will be issued for the current active billing period.
• Agency Termination for Cause: GYB Marketing may terminate services immediately upon written notice if the Client: (a) fails to make payment within 20 days of due date; (b) engages in conduct that violates platform terms of service or applicable law; (c) provides materially false information; or (d) engages in abusive or harassing behavior toward GYB Marketing personnel.
• Agency Termination Without Cause: GYB Marketing may terminate ongoing services with thirty (30) days written notice, prorating and refunding any prepaid fees for services not yet rendered.

Upon termination, GYB Marketing will provide the Client with all deliverables completed and paid for, and will revoke GYB Marketing's access to Client accounts within five (5) business days. Sections pertaining to payment obligations, intellectual property, confidentiality, limitation of liability, and governing law survive termination.

These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky, without regard to its conflict of law principles. Any dispute arising out of or relating to these Terms or the services provided by GYB Marketing that cannot be resolved by good-faith negotiation shall be submitted to binding arbitration under the rules of the American Arbitration Association, with proceedings conducted in Madison County, Kentucky.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from a court of competent jurisdiction to protect its intellectual property or confidential information without first submitting to arbitration.

The Client waives any right to participate in a class action lawsuit or class-wide arbitration against GYB Marketing.

GYB Marketing reserves the right to modify these Terms at any time. Material changes will be communicated to active clients via email to the address on file at least fourteen (14) days prior to the effective date of such changes.

Continued engagement of GYB Marketing services following the effective date of any modification constitutes acceptance of the revised Terms. If you do not agree to modified Terms, your sole remedy is to terminate the service relationship in accordance with Section 9 above.

The most current version of these Terms will always be available at gyb-marketing.com/pages/terms-of-service. We recommend that you review these Terms periodically.