THE AGENCY – DIGITAL MARKETING SERVICES AGREEMENT


Terms and Conditions


Thank you for doing business with us. We look forward to serving you now and in the future. As you read this Services Agreement, you will need to understand the meanings of a few key words. We've tried to keep the terms simple, but please make sure you read this Services Agreement in its entirety.


1. Definitions


  • "Agreement" means, together, your Order and this Services Agreement.


  • "Bundle" or "Plan" means two or more Services that are sold together and are priced as a unit (such as The Starter, Growth, or Dominate Plans), potentially at a discount versus individual Services.


  • "Client Content" means content you, or any person(s) acting on your behalf, supplies to us, posts, or makes available for use in your Services.


  • "Digital Services" means services we provide that use various internet or software-supported processes and/or digital media to generate customer leads for you, help you manage your business, and/or connect with customers. This includes Custom Website Design & Development, Comprehensive SEO, Content Creation, Social Media Services, Email Marketing, Pre-Roll Video Advertising, Streaming TV Ads, Local Digital Display Screen Advertising (DOOH), Reputation Management, and AI-Powered Chatbots & Marketing Automation.


  • "Monthly Investment" is the dollar amount you agree to pay each month for the Services.


  • "Order" is the order document or Fee and Representation Agreement which references this Services Agreement and includes a list of the Services ordered and prices.


  • "We," "us," "our," or "The Agency" means The Agency, owned by Shelly Bouse, located in Lenexa, Kansas.


  • "You" or "the Business" or "Client" means the individual or business entity listed in the Order.


2. Order and Acceptance


By signing the Order, by agreeing electronically, or by using our Services, you are agreeing to this Services Agreement and you acknowledge and agree that the Services provided by us are intended solely for business purposes. By accepting these terms, Client confirms that it is acting on behalf of a business entity and not as an individual consumer. We reserve the right to change or modify the terms of this Services Agreement at any time. We will notify you in advance of any material change.


3. Notices/How to Contact Us


All notices must be in writing and mailed to: The Agency, 9116 Boehm Drive, Lenexa, Kansas, or sent digitally to hello@theagencynearme.com. Cancellation notices must include your business name, telephone number, and address. For questions about the Agreement or Services, please call 816-457-0695.


4. Term, Cancellation, and Strategic Exclusivity


  • No Long-Term Contracts: We operate on a subscription model because we are confident you'll stay for the results, not because you're locked in a contract. Your Digital Services will automatically renew for successive one-month terms unless we receive written cancellation notice at least 30 days before the end of the term.


  • Strategic Exclusivity: We only work with one business per niche in your area. During your active engagement with us, we will not represent direct competitors in your agreed-upon target geographic area.


5. Charges, Billing, and Payment Terms


  • Monthly Investment: You agree to pay the Monthly Investment amounts and any one-time setup charges listed on the Order. You agree that we may bill you and you agree to pay for Services provided.

  • Payment Terms: You agree to pay all charges in full by the due date shown on the Order or your invoice. We may require full or partial advance payment prior to providing any Service. If you have elected to pay by credit card or ACH, we will bill automatically at the start of each billing period. By providing us your payment information, you authorize us to charge recurring payments electronically until automatic payment is cancelled by you.

  • Late Charges & Remedies: We will assess, and you agree to pay, late charges on account balances not paid by the due date at a rate equal to the lesser of 18% per annum or the highest lawful rate. If you do not pay all charges by 30 days after the due date, we may remove, suspend, or modify your Digital Services.

  • Bundle Pricing: If you purchase a Bundle and make a change or cancel any item in the Bundle, pricing may change or revert to Ala Carte rates.


6. Client Content and Intellectual Property


  • Client Content: You represent you have the unrestricted right and authority to use the Client Content (photos, logos, text) in any media or medium and give us the rights granted for such usage. You are solely responsible for the Client Content.

  • Our Rights in Content: Because design is fluid, we believe your website should never be "done.". We invest in you and your ongoing growth. However, if we create or supply any content or design for your Services, it is our sole and exclusive property, except for Client Content. You agree not to use or alter any trademark, trade name, or logo that is identified with us without written permission.

7. Search Engines, Third-Party Platforms, and AI Technologies


  • Third-Party Vendors: We may have third-party vendors who assist us in providing your Services (such as Hulu, Roku, Google, or Meta for Paid Advertising). You grant us and our vendors specific permission to administer and monitor your Services.


  • Search Engine Terms: You authorize us to act as your agent to submit Digital Services advertisements for potential display on Search Sites, and to bind you to any agreements required by such Search Sites.


  • AI and Automation: Services utilizing AI, including the AI Voice Receptionist and AI-Powered Chatbot, are configured based on current capabilities. You agree to monitor the output and notify us of any required adjustments to ensure accurate customer journeys.


8. Data Protection and Privacy


To the extent we receive any Personal Information, we shall only process Personal Information to the extent necessary to perform the Contracted Business Purpose. We will not sell or share Personal Information. You represent and warrant that your use of the Services will comply with all applicable Data Protection Laws, including providing your website visitors with an easily accessible privacy policy. Sensitive Data: The Services are not intended to be used to collect or store "protected health information" under HIPAA; you do so at your own risk.


9. Indemnification, Limitation of Liability, and Disclaimers


  • 9.1 Indemnification: You agree to defend, indemnify and hold us harmless from any liability or costs resulting from: your failure to comply with Laws; any claim that the Client Content infringes on a third party's intellectual property; or any transactions initiated through your Services.

  • 9.2 Disclaimer of Warranties and No Guarantee of Outcomes: Industry Best Practices: The Agency agrees to perform all Digital Marketing and Advertising Services in a professional and workmanlike manner, utilizing commercially reasonable industry best practices and strategic expertise.


  • Unpredictability of Third-Party Platforms and Markets: Client acknowledges and agrees that the digital landscape—including but not limited to search engine algorithms (e.g., Google, Bing), social media platform algorithms (e.g., Meta, LinkedIn), consumer behavior, and broader market conditions—is inherently volatile, subject to continuous unannounced changes, and entirely outside the control of The Agency.


  • No Claims on Performance: Accordingly, while The Agency endeavors to achieve favorable results, The Agency specifically does not and cannot predict markets, consumer actions, or search engine rankings. The Agency explicitly disclaims any and all warranties, whether express or implied, regarding specific outcomes, performance metrics, return on investment (ROI), specific search engine ranking placements, or lead generation volumes. The Agency makes no representations, guarantees, or claims regarding the ultimate financial or commercial success resulting from the Services.

  • 9.3 Limitation of Liability: The total aggregate liability for us and our affiliates for errors, negligence, or breach of the Agreement is limited to, and shall in no event exceed, the amount you have paid for one month of the Service(s) giving rise to the liability. We are not liable for consequential damages, lost revenues, or profits.

10. Dispute Resolution and Governing Law


  • 10.1 Mediation: In the event of a dispute arising out of or relating to this Agreement, the parties agree to first attempt to resolve the dispute through mediation before pursuing any other legal remedy. Both parties agree to mediate at their own expense. Each party shall bear their own legal costs and representation fees, and the fees charged by the mediator shall be shared equally between the parties.


  • 10.2 Waiver of Class Action: In any legal proceeding relating to the Agreement, the parties agree to waive any right they may have to participate in any class, group, or representative proceeding.


  • 10.3 Governing Law: You agree that the Agreement will be governed by and construed in accordance with Kansas law, and exclusive venue and jurisdiction shall be in the state and federal courts located in Johnson County, Kansas.


11. Miscellaneous


The Agreement constitutes the entire agreement between you and us and supersedes all prior agreements. Each party agrees to preserve the confidentiality of all the terms of the Agreement and proprietary information. You agree that your acceptance of the Agreement, given electronically, will have the same legal effect as if personally signed.