Kaptivate Marketing Terms of Service

Digital Marketing Services

Terms of Service

This Terms of Service Agreement ("Agreement") is made between Kaptivate LLC, a provider of digital content marketing services ("Service Provider") and the client ("Client") for the provision of services outlined below.

1. Scope of Services

We offer a full suite of digital content marketing services tailored for small businesses—especially those pursuing opportunities in the state and local government market. Services may be selected from the following offerings:

  • Digital Foundations Package  
    - Competitor & Market Analysis
    - Online Sentiment Audit
    - Actionable Strategy Recommendations
    - State & Local Government Landing Page (Design & Content Development)
    - LinkedIn Company or Personal Profile Setup or Refresh

  • Digital Impact Package
    Includes all of Digital Foundations Package, plus:
    - Google My Business setup/refinement
    - Website Content & SEO Optimization
    - Google Analytics 4 (GA4) Setup & Insights
    - Social Media Marketing

2. Payment Terms

Service fees are based on selected packages and documented in the associated Scope of Services (Section 1 above). Digital marketing services packages price schedules can be found here.

3. Term and Termination

Contractual Commitment – Digital Marketing Services Packages

The digital marketing services packages shall be governed under the terms of a Firm Fixed-Price Agreement.

The Client hereby acknowledges and agrees that this Agreement constitutes a binding obligation to remit timely payment in accordance with the agreed-upon schedule, irrespective of the Client’s usage, participation, or perceived value derived from the services.

Failure to make payment shall constitute a material breach of this Agreement, and the Client shall remain jointly and severally liable for the full contract value. The Client’s payment obligation is non-cancelable, non-deferrable, and non-contingent upon any future condition or performance metric.

All obligations under this Agreement that by their nature should survive termination (including but not limited to payment obligations, confidentiality, and intellectual property rights) shall so survive.

The Client agrees to have its credit/debit card charged. All payments are non-refundable, and the Client remains liable for payment regardless of level of engagement or service use.

This Agreement may be terminated by either party for any reason, provided that the terminating party delivers not less than forty-five (45) calendar days' prior written notice to the other party. In such case, the Client shall remain responsible for all fees accrued and payable through the effective date of termination, including any fees incurred during the 45-day notice period.

If no notice of termination is provided, this Agreement shall remain binding. Early termination without the requisite 45-day notice shall constitute a material breach, and the Client shall be liable for damages up to and including the remaining balance of the contract term.

All obligations under this Agreement that by their nature should survive termination (including but not limited to payment obligations, confidentiality, and intellectual property rights) shall so survive.

4. Intellectual Property

All final deliverables become the property of the Client upon full payment.
Service Provider retains ownership of any tools, methods, templates, and licensed third-party materials used.

5. Client Responsibilities

Client shall:

  • Provide timely access and login credentials to necessary systems (e.g., CMS, Google Analytics, analytics and social media platforms).
  • Supply feedback and approvals within 2–3 business days.

6. Confidentiality

Both parties agree to maintain confidentiality of proprietary information for two (2) years post-termination.

7. Performance Metrics & Guarantees

Services are designed to increase visibility and engagement; however, specific outcomes such as traffic, leads, or conversions are not guaranteed due to variables outside our control.

8. Warranties and Disclaimers

We warrant that services will be delivered professionally and according to industry standards. All other express or implied warranties are disclaimed.

9. Limitation of Liability

Liability is limited to the amount paid by the Client in the 15 days preceding the claim. Indirect or consequential damages are not covered.

10. Independent Contractor

This Agreement does not create a partnership, joint venture, or employment relationship. Both parties remain independent contractors.

11. Force Majeure

Neither party shall be liable for delays or failure in performance of any part of this Agreement resulting from any cause beyond such party’s reasonable control, including but not limited to acts of God, acts of war, epidemics, pandemics, civil disturbances, government regulations, disaster, strikes, or power failure. The affected party must notify the other party as soon as reasonably possible and make reasonable efforts to resume performance.

12. Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to this Agreement, including its breach or termination, shall first be attempted to be resolved through good faith negotiations between the parties. If the matter cannot be resolved through negotiation within thirty (30) days, either party may then submit the dispute to mediation under mutually agreed terms. If mediation is unsuccessful, the dispute shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted in the Commonwealth of Virginia.

13. Governing Law

This Agreement is governed by the laws of the Commonwealth of Virginia, without regard to conflict of law principles.

14. Entire Agreement

This Agreement, including related Statements of Work and appendices, represents the complete understanding of the parties and supersedes all prior agreements.