Terms of Service

This Terms of Service (“TOS”) is a legal agreement between you (“Subscriber”) and Urge Interactive, LLC (“Company”), and governs your use of the Company’s services and products. By using the This Terms of Service (“TOS”) is a legal agreement between you (“Subscriber”) and Urge Interactive, LLC (“Company”), and governs your use of the Company’s services and products. By using the Company’s services and products, you agree to be bound by this TOS, as well as the Company’s Acceptable Use Policy (“AUP”).

1. Dispute Resolution and Governing Law

In the event of any dispute, claim, or controversy arising out of or relating to these Terms of Service or the services provided by Urge Interactive, both parties agree to first attempt resolution through good faith negotiation.

If the dispute cannot be resolved informally, the parties agree to submit the matter to binding mediation, to be conducted by a mutually agreed-upon mediator located in Los Angeles County, California. Each party shall bear its own costs and share equally in mediation fees unless otherwise agreed.

If mediation fails to produce a resolution within sixty (60) days, either party may initiate legal proceedings. Any such legal action shall be brought exclusively in the state or federal courts located in Los Angeles County, California, and both parties consent to the jurisdiction of such courts.

This agreement to mediate shall survive termination or expiration of these Terms of Service.

2. Acceptable Use Policy

You agree to comply with the Company’s AUP, which may be amended from time to time at the Company’s discretion. Violations of the AUP may result in termination of services or other remedies as described in the AUP.

3. Disclosure to Law Enforcement

You acknowledge that the AUP prohibits the use of the Company’s services for illegal activities. As such, you agree that the Company may disclose any information about you, including your IP addresses, account history, and account use, to law enforcement agents upon receipt of a written request corresponding to a subpoena or other court order without further consent or notification to you. The Company also reserves the right to terminate services as set forth in this TOS.

4. Service Rates and Payment

4.1 Initial Rates and Changes
  • You acknowledge that the initial rates and charges for the Company’s services have been communicated to you, and you understand that the Company may change these rates and charges from time to time based on the scope of work and the specificity of talent required to complete the work.
4.2 Payment Terms
  • Payment for services is due upon receipt of the Company’s invoice, unless otherwise specified. Payments for tangible products and services (e.g., graphic design, website design and development, application design and development, etc.) are due upon delivery, project completion (not necessarily launch delayed by client), or submission as complete. Any unpaid balances may be subject to late fees, as described below.
4.3 Retainers and Payment Methods
  • The Company requires a 50% retainer of estimated project costs before the start of any project or for projects estimated to cost over $2,500, unless otherwise agreed in writing. You must provide a valid credit card for your account, and you authorize the Company to charge this card for the remaining balance upon completion of project deliverables (completion and not necessarily launch for web projects) or for any monthly recurring fees, unless otherwise agreed in writing.

5. Late Fees and Collections

5.1 Non-Sufficient Funds Fees
  • Payments that are declined for any reason are subject to a $35.00 non-sufficient funds (NSF) fee. Payments made by check that are declined are subject to a $45.00 NSF fee, plus any bank charges incurred by the Company.
5.2 Service Interruptions
  • Service interruptions may occur for accounts that are 10 days past due, and a $15.00 late fee will be assessed. To restore service, you must pay the late fee in addition to any outstanding balances. Delivered products or services with unpaid balances may incur a 10% late fee.
5.3 Collections
  • Accounts that are not collectable by the Company may be referred to an outside collection agency. If your account is referred for collection, you agree to pay the Company a “Processing and Collection” fee of not less than $75.

6. Subscription-Based Services and Cancellation

6.1 Subscription Payments
  • Monthly marketing packages are subscription-based and require payment in advance of service. Cancellation requires 30 days’ written notice.
6.2 Cancellation Notice
  • To cancel your service, you must provide written notice by mail or fax to the Company at the following address or number:

    Urge Interactive, LLC
    ATTN: Cancellations
    7906 Santa Monica Blvd., Suite 201
    West Hollywood, CA 90046
6.3 Verification of Cancellation
  • Upon receipt of your cancellation notice, the Company will contact you using the telephone number or email address on record to confirm the cancellation. You must verify the cancellation within 48 hours.

7. Website Lease Terms

The following terms apply to all website design services provided by Urge Interactive under its monthly Website Lease Program.

7.1 Minimum Commitment

All website lease agreements require a minimum term of twelve (12) months. Early termination prior to completion of this term is not permitted. Client is financially responsible for the full 12-month lease, regardless of early discontinuation or business changes.

7.2 Setup Fees

A one-time, non-refundable setup fee is required at project initiation. Standard fees are as follows:

  • $750 for single-location businesses
  • $1,500 for multi-location businesses

Discounted rates may apply during limited promotional periods. Setup fees do not apply toward buyout or ownership of the website.

7.3 Lease Structure and Ownership

Websites provided under this program are leased, not sold. Urge Interactive retains all rights to the design, source code, content architecture, and hosting environment until such time as a formal buyout is executed.

Ownership of the website and all related files transfers to the client only upon full completion of the 12-month term and payment of a $1,500 buyout fee. Upon completion, Urge Interactive will deliver all applicable files, assets, and database exports. Prior to ownership transfer, the website may not be migrated, duplicated, or hosted outside of Urge Interactive’s infrastructure.

7.4 Cancellation Policy

After fulfillment of the initial 12-month lease term, the agreement may be terminated with a minimum thirty (30) days’ written notice. Early cancellation prior to the 12-month period will result in the full remaining balance being due immediately. No prorated refunds will be issued for partial months.

7.5 Promotions and Limited-Time Offers

From time to time, Urge Interactive may offer promotional pricing. Promotional terms do not amend or supersede the obligations described in this section unless explicitly stated in writing.

7.6 Ongoing Support

Monthly lease fees include hosting, platform updates, basic security monitoring, and standard content updates. Substantial redesigns, new page builds, feature additions, or third-party integration work will incur additional fees and are quoted separately.

8. Paid Media Management Policy

This Paid Media Management Policy outlines the structure, pricing, and limits for our services, including Google Ads, Social Media Ads, and related platforms. These terms apply to all clients utilizing our paid media services and are designed to ensure transparency, scalability, and fair compensation for the services provided.

8.1 Pricing Structure

8.1.1 Monthly Management Fees

Social Media Advertising

  • Standard Plan: $800/month
    • Management of up to 3 unique ad campaigns.
    • Creation of a set of ad creatives with up to 1 revision per design (excludes user-generated content or client-supplied assets).
    • Support for up to 1 promotion or discount per 3 months.
    • Monthly performance reporting (basic metrics).
  • Premium Plan: $1,300/month
    • Management of up to 5 unique ad campaigns.
    • Creation of ad creatives with up to 2 revisions per design (excludes user-generated content or client-supplied assets).
    • Support for up to 1 promotion per month (or 3 promotions per quarter).
    • Detailed performance reporting and strategic recommendations.

Google Ads Advertising

  • Standard Plan: $800/month
    • Management of up to 3 unique ad campaigns.
    • Support for up to 1 promotion or discount per 3 months.
    • Monthly performance reporting (basic metrics).
  • Premium Plan: $1,300/month
    • Management of up to 5 unique ad campaigns.
    • Support for up to 1 promotion per month (or 3 promotions per quarter).
    • Detailed performance reporting and strategic recommendations.
8.1.2 Hybrid Pricing Model for High-Spend Clients

For clients with an advertising spend exceeding $50,000 per month, our fee structure transitions to a hybrid model to ensure scalable and tailored services:

  • Base Management Fee: $2,500/month
  • Percentage of Ad Spend: 10% of monthly ad spend
    • Example: If monthly ad spend is $60,000, the total management fee would be $2,500 + ($60,000 x 10%) = $8,500.

Additional Benefits for High-Spend Clients:

  • Unlimited campaign management.
  • Priority access to a dedicated account manager.
  • Performance updates and detailed strategy consultations.
  • Advanced audience segmentation and conversion tracking.
  • Real-time reporting dashboards (where applicable).

8.2 Additional Deliverables and Fees

8.2.1 Setup Fee
  • A one-time setup fee of $750 is required for all new clients to cover account setup, initial strategy planning, and tracking installation.
8.2.2 Ad Creative Development
  • Revisions: Standard Plan includes 1 revision per creative; Premium Plan includes up to 2 revisions.
  • Exclusions: Revisions do not apply to user-generated content (UGC) or client-supplied edited assets.
  • Additional revisions or customizations may incur extra fees.
8.2.3 Expedited Services
  • Campaigns requiring expedited turnaround (less than 5 business days) will incur an additional fee of $250 per campaign.
8.2.4 Reporting
  • Standard Plan: Monthly reports on basic metrics (e.g., impressions, clicks, CTR).
  • Premium Plan: Detailed reports including ROI analysis, conversion tracking, and audience insights.
  • High-Spend Clients: Weekly performance updates and real-time dashboards.
8.2.5 Promotions and Discounts
  • Standard Plan: Support for up to 1 promotion per quarter.
  • Premium Plan: Support for up to 1 promotion per month or 3 promotions per quarter.
  • High-Spend Clients: Unlimited support for promotions as aligned with the ad spend strategy.
  • Additional Campaigns: Each additional campaign beyond the plan limit: $250/campaign.

8.3 Additional Scenarios

8.3.1 Paused Campaigns
  • Clients may request to pause campaigns for up to 2 months. During this period, a maintenance fee of $250/month will apply to retain campaign data and readiness.
8.3.2 Platform-Specific Restrictions
  • Delays caused by platform policies (e.g., ad approval processes) are beyond our control and may impact launch timelines. We will notify clients promptly of such delays.
8.3.3 Seasonal Campaigns
  • For high-intensity seasonal campaigns (e.g., Black Friday), an additional surcharge of $500 per campaign may apply for tighter turnaround times and higher workloads.
8.3.4 Underperforming Campaign Clause
  • If a campaign fails to meet agreed-upon benchmarks for 3 consecutive months, a complimentary optimization audit will be conducted to identify areas for improvement.
8.3.5 Client Delays
  • Delays in providing approvals or assets beyond 5 business days may result in campaign timeline adjustments or additional rush fees of $250.
8.3.6 Platform Integration Fees
  • Requests for integrations with third-party tools (e.g., CRM systems or custom analytics) may incur an additional fee starting at $500, depending on complexity.
8.3.7 Campaign Handover Policy
  • Upon termination, campaign data and creative assets will be transferred to the client for a one-time fee of $300 to cover administrative costs.

9. Refunds and Disputes

9.1 Refunds
  • Payments to the Company are non-refundable after 30 days, and costs associated with domain name purchases, advertising, and marketing services are non-refundable at any time.
9.2 Disputes
  • Report any billing disputes within 20 days. Administrative fees of $75–$200 may apply for disputes.

Billing disputes that cannot be resolved through customer support may be subject to the mediation process outlined in Section 1.

10. Liability Limitations

10.1 Service Interruptions
  • The Company is not liable for interruptions beyond its direct control.
10.2 Negligence
  • Liability for negligence is limited to service fees during the affected period.

11. Entire Agreement

This TOS, along with the AUP, constitutes the entire agreement between you and the Company.

Last Updated: April 10, 2025