Last updated: June 26, 2026
These Terms of Service (“Terms”) are a legal agreement between you (“Subscriber,” “Client,” or “you”) and Urge Interactive, LLC (“Urge Interactive,” “Company,” “we,” “us,” or “our”) and govern your use of the Company’s services, products, and client-management platform. By using the Company’s services and products, or by accepting these Terms during account setup or checkout, you agree to be bound by them. Please read Section 17 (Dispute Resolution, Binding Arbitration, and Class Action Waiver) carefully, as it affects your legal rights.
These Terms govern the Company’s marketing, design, development, and related agency services, together with the Company’s client-management platform.
1. Acceptable Use
You agree to use the Company’s services, products, and client-management platform (including Urge Interactive Client Manager, or “UICM”) only for lawful purposes and in accordance with these Terms. You agree that you will not:
- Use the services in violation of any applicable law, regulation, or third-party right;
- Use the services to transmit, store, or distribute content that is unlawful, fraudulent, infringing, defamatory, or harmful;
- Attempt to gain unauthorized access to, interfere with, or disrupt the services, the client-management platform, or the systems or networks connected to them;
- Misuse, resell, or exploit the services or platform in a manner not expressly permitted by these Terms; or
- Use the services in any way that could damage, disable, or impair the Company’s operations or reputation.
The Company may, at its discretion, suspend or terminate services for any violation of this section. We may amend our acceptable-use standards from time to time, and material changes will be reflected in an updated version of these Terms posted on our website.
2. Disclosure to Law Enforcement
You acknowledge that use of the Company’s services for illegal activity is prohibited. You agree that the Company may disclose information about you, including IP addresses, account history, and account use, to law enforcement upon receipt of a subpoena, court order, or other valid legal process, without further consent or notification to you. The Company also reserves the right to terminate services as set forth in these Terms.
3. Client-Management Platform (UICM)
The Company provides a client-management platform, Urge Interactive Client Manager (“UICM”), through which invoices are issued, payment methods are stored and authorized, and account activity is managed. You are responsible for maintaining the accuracy of your account information and for all activity that occurs under your account. You authorize the Company to issue invoices and process authorized charges through UICM in accordance with these Terms and your applicable proposal or statement of work.
4. Service Rates and Payment
4.1 Rates
The rates and charges for the Company’s services are set out in your individual proposal, statement of work, or service agreement, and are communicated to you before work begins. The Company may change rates and charges from time to time based on the scope of work and the specialized talent required to complete it. Updated rates apply to new work and to recurring services following notice to you.
4.2 Payment Terms
Payment is due upon receipt of the Company’s invoice unless otherwise specified. Payments for tangible products and services, such as graphic design, website design and development, and application development, are due upon delivery, project completion, or submission as complete, whichever occurs first, and are not contingent on launch where launch is delayed by the client. 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 estimated to exceed $2,500, unless otherwise agreed in writing. You must provide a valid payment method on file, and you authorize the Company to charge that method for the remaining balance upon completion of project deliverables (completion, and not necessarily launch, for web projects), and for any recurring fees, unless otherwise agreed in writing.
5. Project Completion and Acceptance
A project or deliverable is considered complete when the Company delivers it or submits it as complete, and completion is not contingent on the client’s decision to launch, publish, or otherwise put the deliverable into use. Where a client delays launch or deployment, payment obligations remain due upon completion.
If the client does not provide written feedback, revision requests, or rejection within seven (7) business days of delivery, the deliverable will be deemed reviewed, accepted, and approved. Requests for changes, additional revisions, or new scope made after acceptance, or after a project has been delivered as complete, may be treated as new work and quoted separately.
6. Advertising Services and Account Ownership
For paid advertising services, the advertising account is owned by the client and operated using the client’s own payment method on file with the applicable advertising platform. Advertising spend is paid by the client directly to the platforms (such as Google, Meta, and similar providers). The Company accesses and manages the client’s advertising account through manager-level access and does not hold, front, advance, or process advertising spend on the client’s behalf. The Company is not responsible for advertising spend or for charges assessed by those platforms. Management fees for advertising services are separate from advertising spend and are billed by the Company as described in your proposal or statement of work.
The client retains ownership of its advertising accounts, account data, and performance history. Upon termination, the Company will remove its management access and the client retains its account and data, subject to Section 7 (Intellectual Property and Proprietary Methodology).
7. Intellectual Property and Proprietary Methodology
7.1 Client Assets
As between the parties, the client owns its advertising accounts, account data, performance history, and the final deliverables paid for in full, such as completed website files, logos, and creative assets, upon receipt of full payment.
7.2 Company Proprietary Property
The Company retains all right, title, and interest in and to its proprietary methodologies, frameworks, processes, strategies, templates, account structures, scripts, tools, internal documentation, master keyword and audience libraries, know-how, and any other materials, methods, or systems it develops, uses, or refines in the course of providing services (collectively, “Company Property”). Company Property is licensed to the client solely for use during the engagement and is not sold, assigned, or transferred to the client. Nothing in these Terms transfers ownership of Company Property to the client, and the delivery of, or client access to, accounts, campaigns, or deliverables does not constitute a transfer of Company Property.
7.3 Confidentiality and Non-Replication
The client agrees not to copy, reverse-engineer, reproduce, redistribute, resell, or disclose the Company’s proprietary methodologies, tools, or documentation, or to provide them to any third party, including any successor agency or in-house team, except as necessary to use the deliverables for their intended purpose. This obligation survives termination of these Terms.
7.4 Transition Assistance
Upon termination, the Company will, in good faith, transfer ownership and access of the client’s accounts and data to the client. Any additional transition services requested by the client, such as documentation, training, knowledge transfer, or consulting for a successor provider, are not included and will be provided, if at all, as a separate paid engagement.
8. Portfolio and Promotional Rights
Unless the client requests otherwise in writing, the Company reserves the right to display, reference, and describe work it has performed, including websites, designs, creative, and general results, in its portfolio, case studies, proposals, and marketing materials. The Company will respect reasonable confidentiality requests and will remove a client’s work from its promotional materials upon written request where commercially reasonable.
9. Late Fees and Collections
9.1 Non-Sufficient Funds
Payments 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.
9.2 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 balance. Delivered products or services with unpaid balances may incur a 10% late fee.
9.3 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 a “Processing and Collection” fee of not less than $75.00, in addition to the outstanding balance and any costs of collection permitted by law.
10. Subscription Services and Cancellation
10.1 Subscription Payments
Monthly marketing services are subscription-based, billed in advance, and provided on a month-to-month basis with no long-term contract. Cancellation requires 30 days’ written notice.
10.2 How to Cancel
To cancel your service, give 30 days’ notice through your client portal, or in writing by mail to: Urge Interactive, LLC, ATTN: Cancellations, 7906 Santa Monica Blvd., Suite 201, West Hollywood, CA 90046. Notice given through the client portal counts as written notice. The notice period begins on the day we receive your notice; notice through the client portal is received on the day you submit it.
10.3 Billing During the Notice Period
Marketing services are billed in advance on a recurring billing date specific to your account. Because services are month-to-month and billed in advance, any recurring charge scheduled to occur during the 30-day notice period will still be processed on its normal billing date, and you will receive the services associated with that billing period. Fees are not prorated, and no partial-month credits or refunds are issued for the notice period or for any unused portion of a billing period. Your service will remain active through the end of the period for which you have paid.
10.4 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. Please respond to confirm within 48 hours so we can process your request accurately.
11. Website Payment Plans and Website Lease Program
The following terms apply only to clients enrolled in a website payment plan or the Website Lease Program. They do not apply to month-to-month marketing services, which are governed by Section 10.
11.1 Website Payment Plans
For clients who finance the cost of a website over time, the website is paid for in scheduled installments toward full ownership. The client is responsible for the full agreed-upon cost of the website as set out in their payment-plan agreement. Ownership and all related files transfer to the client upon completion of the payment schedule.
11.2 Website Lease Program
Websites provided under the Website Lease Program are leased, not sold. The Company retains all rights to the design, source code, content architecture, and hosting environment unless and until a formal buyout is executed.
11.3 Lease Term and Setup
Website lease agreements require a minimum term of twelve (12) months. A one-time, non-refundable setup fee is required at project initiation, in the amount specified in the client’s lease agreement. Setup fees do not apply toward buyout or ownership of the website.
11.4 Ownership and Buyout
Ownership of a leased website and all related files transfers to the client only upon completion of the 12-month term and payment of the applicable buyout fee specified in the client’s lease agreement. Upon completion, the Company will deliver all applicable files, assets, and database exports. Prior to ownership transfer, a leased website may not be migrated, duplicated, or hosted outside of the Company’s infrastructure.
11.5 Lease Cancellation
After fulfillment of the initial 12-month lease term, a lease agreement may be terminated with a minimum of 30 days’ written notice. Early cancellation prior to completion of the 12-month term will result in the full remaining balance of the term becoming due immediately. No prorated refunds will be issued for partial months.
11.6 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 are not included and will be quoted separately.
12. Paid Media and Other Services
Paid media management and other specialized services are governed by the scope, deliverables, and pricing set out in each client’s individual proposal or statement of work. Those documents, together with these Terms, govern the applicable engagement. Where a proposal or statement of work conflicts with these Terms on matters of scope or pricing, the proposal or statement of work controls for that engagement.
13. Client Responsibilities and Compliance
You are solely responsible for your own legal, regulatory, and professional compliance obligations. While the Company designs and develops with privacy and accessibility best practices in mind, final and ongoing compliance is your responsibility. Specifically, you acknowledge and agree that:
13.1 Healthcare and Privacy Compliance (HIPAA)
The Company builds with HIPAA-aware practices in mind, but you are solely responsible for your own compliance with the Health Insurance Portability and Accountability Act (HIPAA) and all other applicable healthcare-privacy laws. You are solely responsible for the lawful and secure handling of protected health information (“PHI”) and patient data within your own practice and systems.
You acknowledge that the Company’s services and standard communication channels, including email, web forms, and the client-management platform, are not intended for the transmission or storage of PHI. You agree not to transmit, upload, email, or otherwise provide PHI or patient-identifiable health information to the Company through any unsecured channel. The Company expressly advises against sending PHI to the Company. If you transmit PHI to the Company against this guidance, you do so at your own risk and assume full responsibility for that disclosure, and the Company shall bear no liability arising from your transmission of such information.
The Company is not a “covered entity” and does not act as your “business associate” under HIPAA unless the parties have executed a separate written Business Associate Agreement expressly designating it as such. Absent such a signed agreement, the Company does not assume, and you do not delegate to it, any HIPAA obligation or liability.
13.2 Accessibility Compliance (ADA)
The Company develops using reasonable web-accessibility best practices and aims, in good faith, for conformance with recognized accessibility guidelines current at the time of development. You acknowledge, however, that website accessibility standards are evolving, are interpreted and applied inconsistently, and that there is no single, universally accepted or objective method or tool for measuring or certifying full accessibility compliance. Accessibility conformance is an ongoing effort that depends on factors outside the Company’s control, including content, configurations, plugins, and third-party integrations that you or others may add or change after delivery.
Accordingly, the Company does not warrant, represent, or guarantee that any website will be fully compliant with the Americans with Disabilities Act (ADA), the Web Content Accessibility Guidelines (WCAG), or any other accessibility standard, or that it will be free from accessibility-related claims. You are responsible for ongoing accessibility conformance and monitoring. If you require certified or audited accessibility compliance, you are responsible for retaining a qualified accessibility specialist or auditor, at your own expense, to evaluate and certify your website. The Company shall not be liable for any accessibility-related claims, demands, or damages arising from your website.
13.3 Content, Assets, and Intellectual Property
You represent and warrant that you own or have all necessary rights, licenses, and permissions to any content, images, logos, text, video, testimonials, before-and-after photographs, patient images, and other materials you provide to the Company or direct the Company to use. You are solely responsible for obtaining all required consents and releases, including patient consents and releases for any patient imagery, testimonials, or identifiable information. You agree that the Company may rely on your representations regarding such materials.
13.4 Medical Claims and Advertising
You are solely responsible for the accuracy, substantiation, and legal compliance of any medical, health, clinical, promotional, or pricing claims, including before-and-after representations and testimonials, and for compliance with all applicable advertising, consumer-protection, professional-board, and regulatory requirements governing your practice and your advertising. The Company produces marketing materials based on information and direction you provide and does not independently verify medical or clinical claims.
13.5 Regulatory and Professional Obligations
You are responsible for maintaining your own professional licensing and for complying with all laws, regulations, and professional or board requirements applicable to your business and the services you offer.
13.6 Client Cooperation
You acknowledge that timely performance and results depend on your cooperation, including providing required materials, access, information, approvals, and feedback in a timely manner. The Company is not responsible for delays, missed timelines, or diminished results caused by the client’s delay, inaction, failure to provide access or assets, or failure to follow the Company’s recommendations.
14. Disclaimers
14.1 No Guaranteed Results
The Company does not guarantee any specific results, outcomes, rankings, traffic levels, lead volume, conversions, appointments, revenue, or return on investment from its services. Marketing and advertising performance depends on numerous factors outside the Company’s control, including market conditions, competition, third-party platform behavior, and client participation and responsiveness. Any examples, projections, or estimates of potential results are illustrative only and are not promises or guarantees.
14.2 Third-Party Platforms
The Company is not responsible for the policies, decisions, performance, availability, pricing, or actions of third-party platforms and providers, including advertising platforms, hosting providers, analytics services, and similar third parties. This includes, without limitation, ad disapprovals, account suspensions or terminations, algorithm or policy changes, service interruptions, and changes in pricing or functionality by those third parties, including where such actions result from the client’s own content, claims, or conduct.
14.3 Services Provided “As Is”
Except as expressly stated in a written agreement, the Company’s services and deliverables 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 maximum extent permitted by law.
15. Indemnification
You agree to defend, indemnify, and hold harmless the Company and its officers, members, employees, contractors, and agents from and against any and all claims, demands, liabilities, damages, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to: (a) any content, materials, assets, or information you provide or direct the Company to use; (b) your compliance or non-compliance with any law or regulation, including HIPAA, ADA, and medical-advertising and privacy laws; (c) any medical, health, or promotional claims, testimonials, or before-and-after representations associated with your business; (d) your use of the Company’s services, products, deliverables, or client-management platform; (e) your violation of these Terms or of any third-party right; or (f) your own acts, omissions, or business operations. This obligation survives termination or expiration of these Terms.
16. Limitation of Liability
16.1 Service Interruptions
The Company is not liable for service interruptions or delays beyond its direct control, including those caused by third-party platforms, hosting providers, or advertising-platform policies and approval processes.
16.2 Limitation of Damages
To the maximum extent permitted by law, the Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or goodwill. The Company’s total aggregate liability for any claim arising out of or relating to the services shall not exceed the amount of service fees paid by the client to the Company during the period directly affected by the claim.
16.3 Force Majeure
The Company is not liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, natural disasters, power or internet outages, platform or vendor failures, labor disputes, governmental actions, pandemics, or other force-majeure events.
16.4 Cookie Consent Widget Disclaimer
The Company provides its Cookie Consent Widget as a technical tool to assist with compliance with applicable privacy laws and industry best practices as of the date of implementation. Because laws, regulations, and technical standards change frequently, the Company makes no guarantee that the Cookie Consent Widget will remain fully compliant after delivery. It is the client’s sole responsibility to review, monitor, and maintain compliance with all applicable privacy laws, including but not limited to CCPA/CPRA, GDPR, and any other jurisdictional requirements. The Company shall not be held liable for any legal claims, regulatory actions, or damages arising from the client’s use of the Cookie Consent Widget, including any failure to update, maintain, or configure the tool in accordance with evolving legal or technical requirements.
17. Dispute Resolution, Binding Arbitration, and Class Action Waiver
Please read this section carefully. It affects your legal rights, including your right to bring a lawsuit in court and to participate in a class action.
17.1 Good-Faith Negotiation
In the event of any dispute, claim, or controversy arising out of or relating to these Terms or the services provided by the Company, both parties agree to first attempt resolution through good-faith negotiation.
17.2 Mediation
If the dispute cannot be resolved informally, the parties agree to submit the matter to mediation 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.
17.3 Binding Arbitration
If mediation fails to produce a resolution within sixty (60) days, any remaining dispute, claim, or controversy shall be resolved exclusively through final and binding arbitration administered in Los Angeles County, California, in accordance with the rules of a recognized arbitration provider, rather than in court. The arbitrator’s decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. The parties consent to the jurisdiction of the state and federal courts located in Los Angeles County, California, for the limited purposes of compelling arbitration, enforcing an arbitration award, or seeking injunctive relief.
17.4 Class Action Waiver
To the maximum extent permitted by law, all claims must be brought in the parties’ individual capacities, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The parties expressly waive any right to participate in a class action or to have claims resolved on a class or representative basis.
17.5 Governing Law
These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws principles. This agreement to mediate and arbitrate shall survive termination or expiration of these Terms.
18. General Provisions
18.1 Assignment
You may not assign or transfer these Terms, or any rights or obligations under them, without the Company’s prior written consent. The Company may assign these Terms in connection with a merger, acquisition, or sale of assets.
18.2 Survival
The provisions of these Terms that by their nature should survive termination will survive, including those relating to intellectual property and proprietary methodology, confidentiality, payment obligations, indemnification, disclaimers, limitation of liability, and dispute resolution.
18.3 Changes to These Terms
The Company may update these Terms from time to time. When we do, we will revise the “Last updated” date above and post the updated Terms on our website. Your continued use of the Company’s services following the posting of changes constitutes your acceptance of those changes.
18.4 Entire Agreement
These Terms, together with any applicable proposal, statement of work, or service agreement, and the Company’s privacy policy, constitute the entire agreement between you and the Company regarding the services and supersede any prior agreements or understandings. If any provision of these Terms is found unenforceable, that provision will be limited or severed to the minimum extent necessary, and the remaining provisions will remain in full force and effect.
If you have questions about these Terms, contact us at billing@urgeinteractive.com or (888) 348-3113.
