Terms of Service

Gage Media LLC

Effective Date: January 28, 2025

1. Agreement to Terms

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“Client,” “you,” or “your”) and Gage Media LLC (“Company,” “we,” “us,” or “our”), a North Carolina limited liability company. By accessing our website, engaging our services, or entering into a service agreement with us, you agree to be bound by these Terms.

If you do not agree to these Terms, you must not access or use our website or services. We reserve the right to modify these Terms at any time. Your continued use of our services following any modifications constitutes acceptance of those changes.

2. Company Information

Gage Media LLC
Registered Agent: ZenBusiness Inc.
1001 Wade Ave Suite 327
Raleigh, NC 27605
Email: [email protected]

3. Description of Services

Gage Media LLC is a full-service digital marketing agency offering a comprehensive range of services, including but not limited to: Search Engine Optimization (SEO), Pay-Per-Click Advertising (PPC), Social Media Marketing and Management, Website Design and Development, Content Marketing, Digital Marketing Consulting, Analytics and Reporting, and related digital marketing services.

The specific scope of services, deliverables, timelines, and fees will be outlined in a separate service agreement, proposal, or statement of work (“Service Agreement”) between the Company and the Client. In the event of any conflict between these Terms and a Service Agreement, the terms of the Service Agreement shall prevail.

4. Client Responsibilities

As a Client, you agree to: provide accurate, complete, and timely information, materials, and access necessary for us to perform the services; respond to our requests for information, feedback, or approvals in a timely manner; ensure that any content, materials, or information you provide to us does not infringe upon the intellectual property rights of any third party; comply with all applicable laws, regulations, and industry standards related to your business and marketing activities; and maintain the confidentiality of any login credentials or access we provide to you.

You acknowledge that delays in providing required information, materials, or approvals may impact project timelines and deliverables. The Company shall not be liable for any delays caused by Client’s failure to fulfill these responsibilities.

5. Account Access and Management

In order to provide our services, you may be required to grant us access to your website, hosting accounts, advertising platforms (such as Google Ads, Meta Business Suite, etc.), analytics tools, and other relevant accounts. By granting such access, you represent and warrant that you have the authority to do so and that such access does not violate any third-party agreements or policies.

We will use reasonable care in managing your accounts and will only take actions consistent with our agreed-upon services. However, you acknowledge that digital platforms may change their features, algorithms, or policies at any time, which may affect campaign performance or functionality.

6. Payment Terms

6.1 Fees and Payment Structure

Fees for our services will be outlined in the applicable Service Agreement. We offer various payment structures, including monthly retainers, project-based fees, and milestone payments, depending on the nature of the engagement. Payment processing is handled through Stripe and QuickBooks.

6.2 Invoicing and Due Dates

Unless otherwise specified in the Service Agreement, invoices are due upon receipt. For retainer agreements, payment is due on the first of each month for services to be rendered during that month.

6.3 Late Payments and Service Suspension

If payment is not received within thirty (30) days of the invoice date, a late fee of 1.5% per month may be applied to the outstanding balance. If payment remains outstanding for ninety (90) days, the Company reserves the right to pause all services until the account balance is resolved. During any service pause, the Company shall have no obligation to maintain, manage, or continue any ongoing campaigns or projects.

6.4 Digital Products and Resources

The Company may offer digital products, resources, templates, or other downloadable materials for purchase through the website. All sales of digital products are final, and no refunds will be issued. By purchasing digital products, you agree that the product is delivered immediately upon purchase and that you waive any right to a refund.

7. Intellectual Property

7.1 Client Ownership of Deliverables

Upon full payment of all applicable fees, the Client shall own all rights, title, and interest in and to the final deliverables created specifically for the Client under the Service Agreement, including but not limited to website designs, advertising creative, written content, and other custom materials.

7.2 Company License for Portfolio Use

The Client grants the Company a non-exclusive, royalty-free, perpetual license to use, reproduce, and display the deliverables, including any resulting work product, in the Company’s portfolio, case studies, marketing materials, and website for the purpose of showcasing our work and capabilities. This license survives termination of the Service Agreement.

7.3 Third-Party Materials

Any third-party materials incorporated into the deliverables (such as stock images, fonts, or licensed software) remain the property of their respective owners and are subject to their applicable license terms.

8. Termination

8.1 Termination by Either Party

Either party may terminate the Service Agreement by providing thirty (30) days’ written notice to the other party. Notice shall be sent via email to the addresses specified in the Service Agreement or, if none is specified, to the primary contact email on file.

8.2 Early Termination by Client

If the Client terminates the Service Agreement prior to the end of a billing period (for retainer arrangements) or prior to project completion (for project-based arrangements), the Client shall be responsible for payment of all fees due for the remainder of that billing period or the current project milestone, as applicable.

8.3 Termination for Cause

Either party may terminate the Service Agreement immediately upon written notice if the other party: materially breaches the Agreement and fails to cure such breach within fifteen (15) days of receiving written notice; becomes insolvent, files for bankruptcy, or has a receiver appointed; or engages in conduct that is illegal, unethical, or harmful to the other party’s reputation.

8.4 Effect of Termination

Upon termination, the Company will provide reasonable assistance in transitioning services to the Client or a new provider, subject to payment of any outstanding fees. Any provisions of these Terms that by their nature should survive termination shall survive, including but not limited to intellectual property rights, limitation of liability, indemnification, and dispute resolution.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GAGE MEDIA LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE COMPANY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR ANY SERVICE AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY THE CLIENT TO THE COMPANY FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The limitations set forth in this section shall apply regardless of the form of action, whether in contract, tort, negligence, strict liability, or any other legal or equitable theory.

10. Indemnification

The Client agrees to indemnify, defend, and hold harmless Gage Media LLC and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: any content, materials, or information provided by the Client; the Client’s products, services, or business practices; the Client’s breach of these Terms or any Service Agreement; the Client’s violation of any applicable law, regulation, or third-party right; any misrepresentation made by the Client; or any claim that materials provided by the Client infringe upon the intellectual property rights of any third party.

11. Disclaimer of Warranties

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

The Company does not guarantee specific results from our services, including but not limited to search engine rankings, website traffic, conversion rates, or return on investment. Digital marketing results depend on numerous factors beyond our control, including market conditions, competition, algorithm changes, and third-party platform policies.

12. Dispute Resolution

12.1 Informal Resolution

Before initiating any formal dispute resolution proceeding, the parties agree to first attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Services (“Dispute”) through informal good-faith negotiations. A party seeking to resolve a Dispute shall send written notice to the other party describing the nature of the Dispute and proposed resolution. The parties shall have thirty (30) days from receipt of such notice to attempt to resolve the Dispute informally.

12.2 Binding Arbitration

If a Dispute cannot be resolved through informal negotiations within thirty (30) days, either party may elect to have the Dispute resolved by binding arbitration. Arbitration shall be administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules and Mediation Procedures. The arbitration shall be conducted by a single arbitrator selected in accordance with the AAA Rules.

12.3 Arbitration Location and Procedure

The arbitration shall take place in Mecklenburg County, North Carolina, or at another mutually agreed location. The arbitration may be conducted in person, by telephone, or via videoconference at the discretion of the arbitrator. The arbitrator’s decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

12.4 Waiver of Class Actions

YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

12.5 Small Claims Exception

Notwithstanding the above, either party may bring an individual action in small claims court for Disputes within the jurisdictional limits of such court.

12.6 Costs and Fees

Each party shall bear its own costs and attorneys’ fees in connection with the arbitration, unless the arbitrator determines that a claim or defense was frivolous or brought in bad faith, in which case the arbitrator may award reasonable costs and fees to the prevailing party.

13. Governing Law

These Terms and any Dispute arising out of or relating to these Terms or the Services shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict of law provisions.

14. Industry-Specific Compliance

The Company works with clients across various industries, including those subject to specific regulatory requirements. When providing services to clients in regulated industries (such as healthcare, real estate, recruitment, and financial services), both parties agree to comply with all applicable laws and regulations. The Client is responsible for informing the Company of any industry-specific compliance requirements applicable to their marketing activities.

For clients in regulated industries, the Client acknowledges that they are ultimately responsible for ensuring all marketing materials comply with applicable regulations, including but not limited to HIPAA (healthcare), fair housing laws (real estate), EEOC guidelines (recruitment), and FTC guidelines (advertising disclosures).

15. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of the engagement. This includes, but is not limited to, business strategies, customer data, pricing information, trade secrets, and any other information designated as confidential. This obligation shall survive termination of the Service Agreement for a period of three (3) years.

16. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms or any Service Agreement if such failure or delay results from circumstances beyond the reasonable control of that party, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, pandemics, strikes, or failures of third-party service providers or utilities.

17. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of these Terms, which shall remain in full force and effect. The invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the original intent of the parties.

18. Entire Agreement

These Terms, together with any applicable Service Agreement, constitute the entire agreement between the parties concerning the subject matter hereof and supersede all prior and contemporaneous agreements, representations, warranties, and understandings, whether oral or written.

19. Waiver

The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by the waiving party.

20. Assignment

The Client may not assign or transfer these Terms or any rights or obligations hereunder without the prior written consent of the Company. The Company may assign these Terms without restriction. These Terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

21. Contact Information

For questions or concerns regarding these Terms of Service, please contact us at:

Gage Media LLC
Email: [email protected]
Address: 1001 Wade Ave Suite 327, Raleigh, NC 27605