DIGITAL REACH – TERMS OF SERVICE
Last Updated: February 21, 2026
These Terms of Service (“Terms”) govern the relationship between Digital Reach (“Agency,” “we,” “us,” or “our”) and the client (“Client,” “you,” or “your”) accessing or utilizing our digital marketing, SEO, social media, content creation, pay-per-click (PPC), web design, and related services (“Services”).
By engaging Digital Reach for Services, accessing our website, or signing a statement of work/proposal that references these Terms, you agree to be bound by these Terms in their entirety. If you do not agree to these Terms, you may not use our Services.
1. Scope of Services
Digital Reach provides digital marketing and web development services as outlined in specific, mutually agreed-upon proposals, invoices, or Statements of Work (SOW). Any changes to the scope of work must be agreed upon in writing and may incur additional fees. We reserve the right to refuse service to anyone for any reason at any time.
2. No Guarantees of Results
2.1. Marketing Volatility: The Client acknowledges that digital marketing, search engine optimization (SEO), and pay-per-click (PPC) advertising involve third-party platforms (e.g., Google, Meta, TikTok) whose algorithms, policies, and systems are entirely outside the Agency’s control. 2.2. Disclaimer of Outcomes: Digital Reach explicitly makes NO GUARANTEES regarding specific financial outcomes, return on investment (ROI), specific search engine rankings, increased website traffic, sales volume, or leads generated as a result of the Services. Past performance or portfolio case studies do not guarantee future results.
3. Client Responsibilities & Materials
3.1. Timely Cooperation: The Client agrees to provide timely access to necessary assets, including but not limited to passwords, website CMS access, brand guidelines, and feedback. Delays caused by the Client failing to provide necessary materials or approvals will not result in a refund and may extend project timelines. 3.2. Lawful Use of Materials: The Client guarantees that any text, graphics, photos, designs, trademarks, or other artwork provided to the Agency for inclusion in the Services are owned by the Client, or that the Client has explicit permission to use them.
4. Third-Party Platforms & Liability
Digital Reach is not liable for the actions, policy changes, or system failures of any third-party platforms. This includes, but is not limited to:
- Search engine algorithm updates that negatively impact SEO rankings.
- Suspension, restriction, or banning of advertising accounts by platforms like Google Ads or Facebook Ads.
- Changes in third-party API access or pricing.
- Server outages or security breaches on third-party hosting platforms.
5. Intellectual Property Rights
5.1. Agency IP: Digital Reach retains all rights, title, and interest in our proprietary workflows, underlying code, templates, and pre-existing intellectual property used to deliver the Services. 5.2. Client Ownership: Upon clearing of full and final payment for the Services, the Client will own the final, published deliverables (e.g., the final website design, completed ad copy, published blog posts) created specifically for the Client under the agreed SOW. 5.3. Promotional Rights: Unless strictly prohibited by a separate Non-Disclosure Agreement (NDA), Digital Reach retains the right to display the raw files and or completed work, case studies, and performance metrics in our portfolio and marketing materials.
6. Payment Terms & Fees
6.1. Invoicing: All fees are strictly stated in USD. Payment is due upon receipt of the invoice unless otherwise specified in writing. 6.2. Non-Refundable: All deposits and payments made to Digital Reach are strictly non-refundable due to the custom nature of the Services and the immediate allocation of resources and labor. 6.3. Late Payments: Invoices not paid within 15 days of the due date are subject to a late fee of 1.5% per month on the outstanding balance. Digital Reach reserves the right to pause or suspend all Services, including taking down hosted websites or pausing ad campaigns, until full payment is received.
7. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, DIGITAL REACH SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES; OR (C) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF DIGITAL REACH EXCEED THE TOTAL AMOUNT PAID BY THE CLIENT TO THE AGENCY FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM IN THE THREE (3) MONTHS STRICTLY PRECEDING THE EVENT CAUSING THE LIABILITY.
8. Indemnification
The Client agrees to defend, indemnify, and hold harmless Digital Reach, its officers, directors, employees, contractors, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from:
- The Client’s use of and access to the Services.
- The Client’s violation of any term of these Terms.
- The Client’s violation of any third-party right, including without limitation any copyright, property, or privacy right.
- Any claim that Client-provided materials caused damage to a third party.
9. Disclaimer of Warranties
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. DIGITAL REACH EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. We make no warranty that the Services will meet your requirements or be uninterrupted, timely, secure, or error-free.
10. Termination
10.1. By Client: The Client may terminate ongoing monthly Services with a strictly enforced 30-day written notice. The Client remains liable for all fees incurred up to the date of termination. 10.2. By Agency: Digital Reach reserves the right to terminate this agreement at any time, with or without cause, upon written notice. In the event of termination by the Agency without cause, the Client will receive a prorated refund for any unfulfilled Services paid for in advance. 10.3. Survival: Sections regarding Intellectual Property, Limitation of Liability, Indemnification, and Governing Law shall survive any termination of these Terms.
11. Governing Law & Dispute Resolution
11.1. Jurisdiction: These Terms shall be governed by and construed in accordance with the laws of the State of Hawaii, without regard to its conflict of law provisions. 11.2. Binding Arbitration: Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, shall be determined strictly by binding arbitration in Honolulu, Hawaii, rather than in court. 11.3. Class Action Waiver: The Client agrees that any legal proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.
12. Severability & Entire Agreement
If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms, along with any active Statement of Work or Proposal, constitute the entire agreement between us regarding our Services, and supersede and replace any prior agreements we might have between us regarding the Services.
