Terms of Service

These Terms of Service ("Terms") govern the marketing services provided by LUD Agency ("LUD", "we", "us", or "our") to you, the client ("Client", "you", or "your"). By submitting an onboarding form, accepting a proposal, making a payment, or otherwise engaging our services, you agree to these Terms in full. If you do not agree, do not use our services.

01Services

LUD provides digital marketing services that may include the creation and management of online advertising campaigns, the design and hosting of landing pages, ad creative, and related deliverables (collectively, the "Services"). The specific scope is whatever is described in your proposal or onboarding. We may adjust our methods, tools, and platforms at any time as long as the agreed outcome of delivering leads is pursued in good faith.

02Fees, Billing, and Ad Spend

The Services are billed as a recurring monthly fee, paid in advance, on a month-to-month basis. The monthly fee covers our work only.

Advertising spend is separate and is paid by the Client. Money spent on advertising platforms (for example, Google Ads) is consumed by those platforms to display your ads and is non-recoverable by its nature. The Client has no claim to, and is not entitled to any refund of, advertising spend that has been used, regardless of results.

All fees are non-refundable once a billing period has begun. We do not pro-rate, refund, or credit partial months for any reason, including early termination, pause, or dissatisfaction.

Late or failed payments may result in immediate suspension of Services, including pausing of campaigns and removal of access to landing pages, without liability to us.

03Ownership of Work, Accounts, and Systems

This is the core of our arrangement, so it is stated plainly.

What remains ours

The following are and remain the exclusive property of LUD at all times, during and after our engagement:

• All landing pages we create, including their design, structure, copy, layout, code, and underlying templates. These are built on our proprietary system and are licensed to you for use only while the engagement is active.
• The advertising account(s) used to run your campaigns, including the Google Ads account and any associated manager (MCC) account, campaign structures, audiences, conversion configurations, and historical performance data. These are operated under our agency account and are our property.
• All ad creative, templates, content banks, processes, strategies, and methodologies we develop, whether or not used specifically for you.

What remains yours

Materials you owned before the engagement, or that are independently yours, remain yours: your domain name, your business name and logo, your own photographs and brand assets you provided to us, and your customer and lead data once it has been delivered to you.

04Leads, Not Conversions

Our responsibility is to deliver leads: people who express interest through our advertising and landing pages. Our responsibility ends at the delivery of the lead.

What happens after a lead is delivered, including whether the Client contacts the lead, how quickly, how well, and whether the lead becomes a paying member, is entirely within the Client's control and is the Client's sole responsibility. We make no representation, warranty, or guarantee regarding sales, membership sign-ups, revenue, return on ad spend, or any business outcome. Results depend on factors outside our control, including the Client's pricing, sales process, response time, facility, staff, and local market.

05Client Responsibilities

You agree to:

• Provide accurate information and any assets, access, or approvals we reasonably request in a timely manner.
• Fund the advertising account at the levels we recommend; results are not guaranteed below recommended spend.
• Respond to and follow up with leads promptly. Slow follow-up is the single largest cause of poor results and is your responsibility.
• Ensure your business operates lawfully and that any claims you ask us to advertise are true and compliant with platform policies and applicable law.

06Non-Circumvention

During the engagement and for twelve (12) months after it ends, the Client agrees not to directly or indirectly replicate, reverse-engineer, rebuild, or commission a third party to rebuild the landing pages, campaign structures, or systems we provided, nor to solicit or hire any contractor, vendor, or partner introduced to the Client through us, for the purpose of avoiding our fees. This protects the work and relationships we bring to the table.

07Term and Termination

The engagement runs month-to-month. Either party may terminate by providing written notice at least fourteen (14) days before the next billing date. Termination takes effect at the end of the current paid period. We may also terminate or suspend immediately if the Client breaches these Terms, fails to pay, or asks us to do anything unlawful or against platform policy.

On termination, Section 3 (ownership), Section 6 (non-circumvention), Section 9 (limitation of liability), and Section 10 (indemnification) survive.

08Confidentiality

Each party agrees to keep the other's non-public business information confidential. Our methods, pricing, templates, audience configurations, and processes are our confidential information and trade secrets, and may not be disclosed or used by the Client except as needed to receive the Services.

09Disclaimers and Limitation of Liability

The Services are provided "as is" and "as available", without warranties of any kind, whether express or implied, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement, to the fullest extent permitted by law.

To the maximum extent permitted by law, LUD's total liability for any claim arising out of or relating to the Services, whether in contract, tort, or otherwise, shall not exceed the total fees actually paid by the Client to LUD in the one (1) month immediately preceding the event giving rise to the claim. In no event shall LUD be liable for any indirect, incidental, consequential, special, or punitive damages, including lost profits, lost revenue, or lost business opportunity, even if advised of the possibility.

10Indemnification

The Client agrees to indemnify, defend, and hold harmless LUD and its owners from and against any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising out of the Client's business, the Client's products or services, claims the Client asked us to advertise, the Client's handling of leads or customer data, or the Client's breach of these Terms.

11Platform Compliance

Advertising is subject to the rules of third-party platforms (such as Google and Meta), which may change, reject ads, suspend accounts, or otherwise act outside our control. We are not liable for any platform decision, outage, policy change, or account action affecting your campaigns.

12Governing Law and Disputes

These Terms are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws rules. Any dispute shall be resolved exclusively through binding arbitration or in the state or federal courts located in Delaware, and the Client consents to that jurisdiction. The Client waives any right to participate in a class action. The prevailing party in any dispute is entitled to recover its reasonable legal fees.

13Changes to These Terms

We may update these Terms at any time by posting a revised version with a new "Last updated" date. Your continued use of the Services after changes are posted constitutes acceptance of the revised Terms.

14Severability and Entire Agreement

If any provision of these Terms is found unenforceable, that provision shall be limited or removed to the minimum extent necessary so that the remainder stays in full force. These Terms, together with any proposal or onboarding you accepted, are the entire agreement between us and supersede any prior discussions.

15Contact

Questions about these Terms can be sent to hello@lud-agency.com.