Terms & Conditions

1. Services Provided

• Services Provided

Elevate DigiLabs is a performance marketing and growth services firm providing paid media management, conversion-rate optimization, landing-page development, analytics, lead-generation systems, marketing automation. Simplified but not limited to digital marketing, search engine optimization (SEO), pay-per-click (PPC), ad management, social media management, content marketing, website design/development, and proprietary analytic services.

• Statements of Work (SOW):

Specific deliverable, timelines, billing schedules, and project scopes will be detailed in individual Statements of Work or Service Agreements executed between Elevate DigiLabs and the Client. No service, deliverable, campaign, revision, or performance commitment shall be deemed included unless expressly stated in the applicable SOW. In the event of a conflict between these Terms and an executed SOW, the terms of the SOW shall prevail for that specific engagement.

2. Account Registration & Responsibilities

• Account Accuracy

Client is responsible for promptly reviewing and approving advertisements, claims, offers, landing pages, and marketing materials. Client remains responsible for the legality, accuracy, and substantiation of all product claims, testimonials, prices, guarantees, and regulatory statements supplied or approved by Client

• Account Security:

You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

• Third-Party Platforms:

To provide our Services, you may be required to grant us access to third-party accounts (e.g., Google Ads, Meta Ads Manager, Shopify, Google Analytics). You warrant that you have the full authority to grant such access.

• Client Cooperation Obligations:

Any delay in providing information, access, approvals, feedback, or required cooperation may extend delivery timelines and shall not constitute a breach by Elevate DigiLabs.

3. Fees, Billing, & Payments

• Service Fees:

Client agrees to pay all fees associated with the selected subscription plan or as specified in the applicable SOW.

• Media Spend / Advertising Budget:

Advertising spend paid directly to third-party ad networks (e.g., Google Ads, Meta, LinkedIn) is separate from Elevate DigiLabs’ service fees. Client is directly responsible for all third-party ad spend incurred. Unless otherwise agreed in writing, advertising accounts, pixels, audiences, analytics properties, conversion data, and campaign history created for Client shall remain under Client’s ownership. Agency access may be suspended after termination or non-payment.

• Payment Terms:

Unless otherwise agreed in an SOW: ○ Recurring service fees are billed in advance (monthly or annually). ○ Invoices are due upon receipt or within the timeline specified on the invoice. ○ Latepayments may be subject to a finance charge of 1.5% per month (or the maximum allowed by law) on the outstanding balance.

• Non-Refundable:

All fees paid to Elevate DigiLabs are non-refundable unless explicitly stated otherwise in a written agreement or required by law.

4. Intellectual Property Rights

• OurIntellectual Property

Elevate DigiLabs owns and reserves all rights, title, and interest in its proprietary software, frameworks, tools, source code, workflows, trade secrets, trademarks, and website content (excluding Client Data).

• Client Deliverables:

Upon full and final payment of all applicable fees, the Client receives ownership of or an exclusive license to the specific custom deliverable created for them (e.g., ad copy, custom graphics, custom web designs), subject to the terms of the SOW.

• Client Data & Materials:

Client retains all ownership rights over their logos, brand assets, images, and raw data provided to us. Client grants Elevate DigiLabs a nonexclusive, worldwide, royalty-free license to use, reproduce, and adapt such materials solely for the purpose of fulfilling the Services. Client will provide written permission for confidential campaigns, unpublished launches, sensitive metrics, regulated businesses.

• Portfolio Rights:

Unless requested otherwise in writing prior to campaign execution, Client grants Elevate DigiLabs the right to display Client’s logo, name, and nonconfidential campaign metrics in portfolio showcases, case studies, and marketing materials.

5. Definition of Confidential Information

“Confidential Information” means all non-public information, whether oral, written, electronic, or otherwise, disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) in connection with the Services, including but not limited to: Business plans, strategies, and road-maps; Pricing, proposals, commercial terms, and financial information; Customer, prospect, and lead information (including contact details, interactions, and pipeline data); Campaign data, performance metrics, analytics, tracking setups, audiences, and insights;Credentials, passwords, API keys, access tokens, and other security information;Product, service, and marketing roadmaps;Operational, technical, and process information; and Any other information that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure Confidential Information does not include information that the Receiving Party can demonstrate:

(a) is or becomes publicly known through no fault or breach by the Receiving Party;

(b) was already lawfully in the Receiving Party’s possession prior to disclosure, without any obligation of confidentiality;

(c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or

(d) is lawfully received from a third party who is not under any obligation of confidentiality to the Disclosing Party.

6. Obligations of Confidentiality

Each party agrees to: (a) hold the Disclosing Party’s Confidential Information in strict confidence; (b) not disclose such Confidential Information to any third party, except to its employees, contractors, advisors, or affiliates who need to know it for the purpose of performing or receiving the Services and who are bound by written confidentiality obligations at least as protective as these Terms; and (c) use such Confidential Information only for the purpose of performing or receiving the Services and not for any other purpose, including for its own competitive advantage or for the benefit of any third party.

7. Required Disclosures

If the Receiving Party is required by law, regulation, court order, or a governmental or regulatory authority to disclose any Confidential Information, the Receiving Party may do so to the extent legally required, provided that (to the extent legally permissible) it: (a) gives the Disclosing Party prompt written notice of such requirement; and (b) cooperates with the Disclosing Party, at the Disclosing Party’s expense, in seeking a protective order or other appropriate remedy.

8. Return or Destruction of Confidential Information

Upon termination or expiry of these Terms or the applicable SOW, or upon the Disclosing Party’s written request, the Receiving Party shall, at the Disclosing Party’s option: (a) return all copies of the Disclosing Party’s Confidential Information; or (b) securely destroy or irretrievably delete such Confidential Information and provide written confirmation of such destruction, except that the Receiving Party may retain one archival copy for legal and compliance purposes, subject to ongoing confidentiality obligations.

9. Integrations and Third-Party Terms

Our Services may connect/Integrate with third-party tools, ad networks, APIs, and platforms (e.g., Google, Meta, LinkedIn, TikTok, analytics and CRM systems). Your use of these third-party services is governed solely by their own terms, conditions, and privacy policies, which you acknowledge and accept.Client remains responsible for ensuring their business practices comply with external ad network policies

No Control Over Third Party Platforms

Elevate DigiLabs does not own, operate, or control third-party platforms (e.g., Google, Meta, TikTok). We are not liable for their policy changes, algorithm updates, account suspensions, campaign disapprovals, service outages, or any other actions taken by these platforms.

Client Compliance and Risk

You are solely responsible for:

(a) ensuring your business, offers, ads, landing pages, and data practices comply with all third-party platform policies and applicable laws;

(b) maintaining ownership and control of your ad accounts, pixels, audiences, and analytics properties; and

(c) any losses, penalties, or disruptions arising from platform actions or your noncompliance.

10. Acceptable Use & Client Conduct

You agree not to use the Services to:

Breach of this section may result in immediate suspension or termination of Services without refund.

11. Disclaimer of Warranties & Results

1. "AS IS" Service: AS IS" Service: All Services are provided on an “as is” and “as available” basis, without warranties of any kind, whether express, implied, statutory, or otherwise, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, or uninterrupted or error-free operation. Elevate DigiLabs does not warrant that the Services, tools, or outcomes will be secure, timely, defect-free, or meet your specific expectations.

2. No Guarantee of Specific Results: Elevate DigiLabs employs industry-standard practices and expertise but does not guarantee or warrant any specific marketing, business, or financial outcomes, including but not limited to leads, conversions, sales,or revenue; return on ad spend (ROAS), cost per lead (CPL), cost per acquisition (CPA), or other performance metrics; search engine rankings, organic traffic, or visibility; campaign approval, account status, or platform delivery; or any particular growth rate, profit, or return on investment.

Marketing and business results depend on numerous factors beyond our control, including but not limited to market conditions, competition, your product or service offering, pricing, sales process, website or landing-page performance, creative quality, tracking accuracy, customer behaviour, and changes to third-party platform algorithms, policies, or availability.

12. Exclusion of Consequential Damages

To the maximum extent permitted by law, Elevate DigiLabs shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including loss of profits, revenue, data, business opportunities, or goodwill, even if advised of the possibility of such damages.

Liability Cap

Except for payment obligations, confidentiality breaches, infringement or misuse of intellectual property, fraud, wilful misconduct, or liabilities that cannot legally be limited, Elevate DigiLabs’ total aggregate liability arising out of or related to these Terms or the Services shall not exceed the fees paid by the Client to Elevate DigiLabs in the three (3) months immediately preceding the event giving rise to the claim.

13. Indemnification

You agree to defend, indemnify, and hold harmless Elevate DigiLabs, its officers, directors, employees, agents, and affiliates from and against any third-party claims, liabilities, damages, losses, costs, or legal fees arising out of or related to:

2. Your products, services, offers, claims, or materials provided for advertisement, publication, or use in connection with the Services; and

3. Your violation of any applicable law, regulation, platform policy, or third-party rights (including intellectual property, privacy, and data-protection rights).

14. Term

These Terms shall commence on the Effective Date and shall continue in force until terminated in accordance with this Section 10 or until all ongoing SOWs have been completed or terminated, whichever is later.

15. Termination for Convenience:

Either party may terminate an ongoing service engagement or any SOW for convenience by providing thirty (30) days’ prior written notice to the other party, unless a different notice period is expressly specified in the applicable SOW. Termination for convenience shall not affect:

(a) fees accrued or payable up to the effective date of termination;

(b) committed non-cancellable third-party costs; or

(c) any rights or obligations that by their nature should survive termination.

16. Termination for Cause:

We may immediately suspend or terminate your access to our Services without prior notice if you breach these Terms, fail to pay invoices when due, or engage in unlawful or fraudulent activity.

(a) immediately suspend access to the Services; and/or

(b) terminate these Terms and/or any SOW with immediate effect by written notice, if the Client:

(ii) fails to pay any undisputed invoice when due;

(iii) engages in unlawful, fraudulent, or abusive conduct; or

(iv) violates applicable laws, platform policies, or third-party rights in a manner that exposes Elevate DigiLabs to liability or reputational harm.

The Client may terminate these Terms for cause if Elevate DigiLabs materially breaches these Terms and fails to cure such breach within thirty (30) days of written notice (where curable).

17. Effect of Termination:

Upon termination, all outstanding payments owed to Elevate DigiLabs become immediately due, and your right to access proprietary tools or platforms ceases.

• (a) all outstanding and accrued fees, committed non-cancellable third-party costs, and reasonable wind-down costs shall become immediately due and payable;
• (b) the Client’s right to access and use Elevate DigiLabs’ proprietary tools, platforms, dashboards, and systems shall cease, subject to any separate written agreement;
• (c) each party shall, within fourteen (14) days, return or securely delete the other party’s Confidential Information and Personal Data as required under Sections 9 (Confidentiality) and 11 (Privacy and Data Processing); and
• (d) Elevate DigiLabs may, at its discretion, provide a reasonable handover of campaign assets and reports that are in its possession, subject to full payment of all dues.

18. Privacy & Data Handling

(a) any rights or obligations that have accrued prior to termination;

(b) payment obligations for Services rendered or costs incurred up to the effective date of termination; or

(c) any provisions that by their nature or express terms are intended to survive termination, including but not limited to Confidentiality, Privacy and Data Processing, Intellectual Property, Limitation of Liability, Indemnification, and Governing Law.

19. Privacy & Data Handling

Your Your use of the Services is governed by our Privacy Policy, which describes how we collect, process, secure, and share personal and platform data. By accessing or using the Services, you acknowledge that you have read the Privacy Policy and consent to the data practices described therein, as updated from time to time. Where required by applicable data-protection laws, separate consents or agreements may be obtained.

20. Governing Law & Dispute Resolution

Governing Law:

These Terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of India, without regard to its conflict-of-law principles.

Dispute Resolution:

In the event of a dispute, The parties shall first attempt to resolve any dispute arising out of or in connection with these Terms through goodfaith informal negotiations for a period of up to thirty (30) days from written notice of the dispute.

21. Amendment of These Terms

Elevate DigiLabs reserve the right to revise or update these Terms at any time. When changes are made, we will update the "Last Updated" date at the top of this document. Your continued use of our Services following any modifications constitutes your acceptance of the revised terms. Elevate DigiLabs may amend these Terms at any time by posting an updated version on its website or otherwise making it available to you. The updated Terms will indicate the “Last Updated” date.For existing clients, material changes shall take effect no earlier than fifteen (15) days after notice (via email or in-platform notice), except where changes are required by law, regulation, or platform policies, in which case they may take effect immediately.