This agreement sits alongside our
Terms & Conditions and
Privacy & Cancellation Policy. It covers the specific things that come up in a working marketing relationship: who approves what, who is responsible for the content we publish, and what happens when something goes wrong. Where this agreement and the Terms & Conditions cover the same ground, this agreement controls.
1. Parties and acceptance
This Client Services Agreement (the "Agreement") is between BRANDNR L.L.C., a limited liability company operating under the registered trade name LiftBrand.AI, at 1529 Jericho Turnpike, New Hyde Park, New York 11040 ("LiftBrand," "we," "us"), and the business identified at signup ("Client," "you").
You accept this Agreement when you check the acceptance box and complete checkout, when you sign it electronically, or when you continue using the Services after receiving notice of it. If you accept on behalf of a company, you represent that you are authorized to bind that company, and "you" means both you and that company.
This Agreement, your plan selection and any add-on, our Terms & Conditions, our Privacy & Cancellation Policy, and any signed Business Associate Agreement together form the complete agreement between us.
2. Services and scope
We provide the digital marketing services described in the plan you select ("Services"). Depending on your plan these may include website design, development, hosting and management; search engine optimization; Google Business Profile management; content and blog writing; social media posting; paid advertising creation and management; reputation and review management; loyalty program setup; and AI chat, messaging and voice tools.
The plan page describes what is included at the time you sign up. Deliverable counts — posts, articles, service-area pages per month — are monthly allotments. Unused allotments do not roll over unless we agree otherwise in writing. Anything not expressly listed in your plan is out of scope and may be quoted separately. We may improve, substitute or update tools, vendors and methods over time provided the Services remain materially equivalent.
What we do not provide
We are a marketing services provider. We do not provide legal, accounting, tax, medical, pharmaceutical, insurance or other professional or regulated advice, and nothing we produce should be relied on as such. You are responsible for obtaining your own professional advice about your business, your claims and your industry's rules.
3. Fees, billing and ad spend
Recurring fees
Your plan fee is billed monthly in advance to the payment method you provide, starting on your signup date and recurring on the same day each month. You authorize us and our payment processor to charge that method on a recurring basis until you cancel. Add-ons bill on the same cycle.
Taxes and third-party costs
Fees exclude applicable sales, use and similar taxes, which are your responsibility. They also exclude third-party costs such as domain registration, premium plugins, stock media licenses, phone and messaging carrier fees, and paid advertising spend, unless your plan expressly states otherwise.
Advertising spend
Advertising budgets are paid by you directly to Google, Meta or the relevant platform through your own billing account, separate from our management fee. We do not control platform pricing, auction costs or how a platform charges your account, and you are responsible for monitoring your own balance and budget caps.
Refunds and failed payments
Because we commit labor, tooling and third-party costs at the start of each billing period, fees are non-refundable once a service month has commenced, including for partial months and months in which you do not use the Services. If a payment fails we may retry the charge and suspend the Services — pausing publishing, hosting and campaign management — until the balance clears.
Price changes
We may change plan pricing on at least 30 days' written notice. The new price applies to billing periods beginning after that notice period. If you do not accept a change you may cancel under Section 17 before it takes effect.
4. Your responsibilities
The Services depend on what you give us and how quickly you give it. You agree to:
- Provide accurate, current and complete information about your business, including services offered, service areas, hours, pricing, licenses and credentials.
- Give us the access we need — Google Business Profile, ad accounts, domain registrar, hosting, social accounts, point-of-sale and any other system we are asked to manage — and keep that access active.
- Hold and maintain every license, registration, permit and insurance policy your business requires, and tell us promptly if any lapses, is suspended or is restricted.
- Review drafts and respond to approval requests within 5 business days.
- Designate at least one person authorized to approve content and publication on your behalf.
- Not use the Services for anything unlawful, deceptive, infringing, harassing or prohibited by an applicable platform's policies, and not deploy AI agents that misrepresent your professional licensing or credentials.
If you delay, withhold approvals, or fail to provide access or materials, deliverables and timelines shift accordingly, and fees continue to accrue during any delay caused by you.
5. Website and content approval
Before we publish your website we submit it to you for review. You are responsible for reviewing it for accuracy, completeness and compliance with the rules that apply to your business — your claims, prices, disclaimers, licensing details and any industry-required language.
You approve a deliverable when you say so in writing (email, text, a message in our platform, or an approval click in our system), or when 5 business days pass after we submit it and you have not requested changes. Approval means the deliverable is accepted as published.
The same process applies to recurring content: blog articles, social posts, Google posts, ad copy and creative, review responses, automated message templates and AI assistant scripts. Where you ask us to publish on a recurring schedule without item-by-item review, you are authorizing publication under the guidelines you have given us and you remain responsible for the published result. You may withdraw that standing authorization at any time in writing.
You may ask us to correct or remove published content at any time. We will action reasonable requests within 2 business days for content we control. Content already distributed to or cached by third parties may take longer or may not be removable at all.
6. Your content and legal compliance
"Client Materials" means everything you supply or direct us to use: logos, brand assets, photos, video, testimonials, staff and customer images, product and service descriptions, prices, claims, certifications, awards, before-and-after images, customer lists, and any instruction you give us about what to say.
You represent and warrant that, for all Client Materials and all content you approve:
- You own them or hold all rights, licenses, releases and permissions needed to use them and to let us use them for the Services, including any photographer, model, employee or customer releases.
- They are accurate and not misleading, and any factual, performance, pricing, health, safety, environmental or comparative claim is truthful and substantiated as required by the FTC Act and applicable advertising law.
- They do not infringe or misappropriate anyone's copyright, trademark, trade secret, publicity or privacy rights.
- They comply with all laws and regulations applicable to your industry, including any licensing board, pharmacy board or professional advertising rules.
- Any testimonial or endorsement reflects a real customer's honest experience, and any material connection between you and the endorser is disclosed.
We may rely on Client Materials and on your approvals without independently verifying them. We are not obligated to review Client Materials for accuracy, substantiation, licensure or legal compliance, and if we comment on those things it is not legal advice and does not shift responsibility to us. We may decline or remove content we reasonably believe is unlawful, infringing, deceptive or in violation of a platform policy.
7. Texts, email and calls
Several Services send messages to your customers on your behalf: review requests, reactivation campaigns, lead follow-up sequences, and AI chat or voice conversations. For every phone number, email address and contact record you upload, import, connect through your point-of-sale, or otherwise put into the platform, you are the sender and you are responsible for consent. You represent that:
- You have obtained and can document the consent required by the Telephone Consumer Protection Act, the CAN-SPAM Act, state telemarketing laws, and applicable carrier and A2P 10DLC registration requirements.
- You will honor opt-outs, do-not-call requests and unsubscribe requests promptly, and will not re-import contacts who have opted out.
- You will not use the Services to message purchased, scraped or rented lists.
- Where our tools record or transcribe calls, you are responsible for the recording consent and notice required in every state where your callers may be located — some of which require all parties to consent.
You are responsible for the content of messages sent from your account, including messages generated by AI tools operating under your instructions and approved templates.
8. Reviews and reputation
Our reputation tools help you ask customers for honest feedback and respond to reviews. Both of us agree to operate within the law and within platform policy, which means:
- Review requests go only to real customers who actually did business with you.
- Neither of us will create, buy, sell or incentivize fake or misleading reviews, and neither will offer compensation conditioned on the sentiment of a review.
- Review requests will not be sent selectively based on a predicted or expressed rating, and no review will be suppressed, delayed or withheld because it is negative. The FTC's Rule on the Use of Consumer Reviews and Testimonials and Google's own policies prohibit review gating.
- Responses posted on your behalf must be accurate and must not disclose confidential customer information. If you are in healthcare, responding to a review can itself disclose that someone is a patient — see Section 13.
We cannot remove, suppress or guarantee the removal of any third-party review. Removal is entirely within the platform's control.
9. No guarantee of results
Marketing results depend on factors neither of us controls: your market, competitors, pricing, capacity, reviews, budget, seasonality, how you handle leads, and constantly changing platform algorithms.
LiftBrand makes no guarantee, representation or warranty of any specific result, including search rankings, map pack placement, impressions, clicks, traffic, leads, phone calls, bookings, appointments, conversions, sales, revenue, return on ad spend, followers, engagement, review volume, review ratings, or inclusion or recommendation by any AI or search assistant. Any timeline, projection, case study, sample result or performance estimate we share is illustrative only and is not a promise of your outcome.
No employee, contractor or representative of LiftBrand has authority to guarantee a result, and no statement in a sales call, message, proposal or advertisement modifies this Section.
10. Third-party platforms
The Services rely on platforms and vendors we do not own or control, including Google, Meta, other advertising and social networks, GoHighLevel, hosting providers, domain registrars, payment processors, telecom carriers and AI providers ("Third-Party Platforms"). Your use of them is governed by their own terms and policies, which you agree to comply with.
We are not responsible or liable for, and the Services may be affected by:
- Algorithm, ranking, policy, pricing or feature changes.
- Outages, downtime, data loss, bugs or degraded performance.
- Ad disapprovals, listing suspensions, account restrictions, page or profile removals, or permanent bans.
- Review removals, reinstatements, or refusals to remove a review.
- Changes to API access, messaging deliverability or carrier filtering.
If a Third-Party Platform suspends or restricts your account we will make commercially reasonable efforts to help you seek reinstatement, but we cannot guarantee an outcome and are not liable for the consequences. Fees remain payable during a platform-caused disruption.
11. AI-assisted work
Some deliverables are produced with the help of artificial intelligence, including written content, images, video, review responses, chat replies and the AI Receptionist. You acknowledge that AI output can be inaccurate, incomplete or unsuitable, and that the legal status of AI-generated material — including copyright protection — is unsettled and varies by jurisdiction.
AI-generated content is subject to the same approval process as Section 5. Where you have authorized recurring publication or autonomous AI conversations, you accept that content is published or spoken without item-by-item review and you remain responsible for it as your own. AI conversations should not be used to give medical, legal, financial or other regulated advice, and you are responsible for configuring guardrails appropriate to your industry. You may switch off any AI feature at any time by telling us in writing.
12. Intellectual property and licensing
What you keep
You retain all rights in your Client Materials, your brand, your trademarks, your domain name and your customer data. You grant us a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, publish and display them solely to provide the Services during the term.
What we retain
Consistent with our published Terms & Conditions, every website, funnel and landing page, item of SEO or blog content, AI model or agent (including any chat, voice or messaging agent we train or fine-tune on your business information), automation workflow, code library, framework, template, layout, component, prompt, script, process, software and item of tooling and know-how that we develop, train or deploy in connection with your account remains the proprietary property of BRANDNR L.L.C. ("LiftBrand IP"). LiftBrand IP is licensed to you, not sold. While your account is active and in good standing you hold a non-exclusive, non-transferable license to use it as part of the Services.
Because LiftBrand IP runs on our systems, LiftBrand retains sole discretion to pause, continue running, modify, or permanently delete any website, AI agent, automation or other LiftBrand IP deployed on your account, both during the term and after this Agreement ends. Your license to LiftBrand IP ends when this Agreement ends, and access to those assets is suspended or removed on termination as described in Section 17 and in our Cancellation Policy.
Third-party licenses
Stock photography, fonts, plugins, themes and software used in a deliverable remain subject to their original licenses, which may be tied to our accounts and may require you to obtain your own license to continue using them.
Portfolio
Unless you tell us otherwise in writing, we may identify you as a client and display your name, logo and non-confidential samples of work we produced for you in our portfolio, case studies and marketing.
13. Health information and HIPAA
This Section applies if you are a covered entity or business associate under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations ("HIPAA") — a pharmacy, clinic, dental office, medical practice, home health agency or similar provider — or if protected health information ("PHI") could otherwise reach us through the Services.
A signed BAA comes first
If providing the Services would involve us creating, receiving, maintaining or transmitting PHI on your behalf, we will enter a written Business Associate Agreement ("BAA") with you before that happens. The BAA governs our handling of PHI and controls over this Agreement to the extent of any conflict. Until a BAA is signed by both parties you must not transmit PHI to us or into the platform — not in forms, chats, texts, call recordings, spreadsheets, uploaded lists, screenshots or shared drives.
Platform configuration
Our client platform is provided by GoHighLevel and can be configured to operate under a HIPAA-eligible plan with an executed BAA in place. HIPAA compliance is a property of the whole system — the platform, the surrounding integrations, and how each of us uses it. A HIPAA-eligible platform does not by itself make your marketing program compliant. Certain features, integrations and third-party connections may be unavailable or must be disabled in a HIPAA configuration, and we will tell you which apply to your setup.
Your obligations
- You remain the covered entity and are responsible for your own HIPAA compliance program, including your Notice of Privacy Practices, minimum-necessary policies, workforce training, risk analysis and breach notification obligations.
- You will obtain any patient authorization required before PHI is used for marketing, before any testimonial or patient story is published, and before any photograph identifying a patient is used.
- You will not respond to, and will not direct us to respond to, an online review in a way that confirms or implies that a person is a patient or discloses any treatment detail. Approved responses are limited to generic language that does not acknowledge a patient relationship.
- You will not place PHI into advertising audiences, pixels, conversion events, tracking tools or lead forms, and you are responsible for how tracking technologies are configured on any page where PHI could be collected.
- You will comply with any additional state health privacy, pharmacy board and telehealth advertising rules that apply to you, and with 42 C.F.R. Part 2 if it applies to your practice.
- You will identify which systems and message templates are in scope for PHI, and tell us promptly if that scope changes.
Our obligations
Where a BAA is in place we will use and disclose PHI only as permitted by the BAA and HIPAA, maintain reasonable and appropriate administrative, physical and technical safeguards, ensure subcontractors who handle PHI are bound by equivalent obligations, and report to you any use or disclosure not permitted by the BAA — including any breach of unsecured PHI — within the timeframes set out in the BAA.
14. Confidentiality and data
Each of us may receive confidential information from the other. Both of us agree to use it only to perform or receive the Services, to protect it with at least reasonable care, and not to disclose it except to employees, contractors and vendors who need it and are bound by similar obligations, or where disclosure is legally required. These obligations continue for 3 years after termination, and indefinitely for trade secrets and PHI.
We process personal data as described in our Privacy Policy. You are responsible for having a lawful basis and any required consent for the customer data you put into the platform, for maintaining your own privacy policy, for cookie and tracking disclosures on your website, and for responding to consumer privacy requests you receive.
We keep reasonable backups, but you should keep your own copies of important materials. We are not a backup or archival service.
15. Indemnification
You will defend, indemnify and hold harmless LiftBrand and its members, officers, employees and contractors from and against any third-party claim, demand, investigation, proceeding, loss, damage, fine, penalty, cost and expense (including reasonable attorneys' fees) arising out of or relating to:
- Client Materials, or any content, claim, price, offer, testimonial or instruction you supplied or approved;
- your products, services, business operations, licensure, or your relationship with your customers or patients;
- any allegation that Client Materials or approved content infringe or misappropriate a third party's intellectual property, publicity or privacy rights;
- your breach of Section 7, including any TCPA, CAN-SPAM, state telemarketing or call-recording claim;
- your breach of Section 6, Section 8 or Section 13;
- your violation of any law, regulation, professional rule or Third-Party Platform policy; or
- your breach of this Agreement.
We will defend, indemnify and hold you harmless from a third-party claim that LiftBrand IP, as delivered by us and used as permitted, infringes that party's United States intellectual property rights — excluding claims arising from Client Materials, from your modifications, or from use combined with anything we did not supply.
The party seeking indemnity will give prompt written notice of the claim, allow the indemnifying party to control the defense with counsel of its choosing, and cooperate reasonably. No settlement imposing liability or an admission on the other party may be made without that party's written consent, which will not be unreasonably withheld. Indemnity obligations apply to the maximum extent permitted by applicable law.
16. Limitation of liability
Disclaimer of warranties. Except as expressly stated in this Agreement, the Services are provided "as is" and "as available." To the fullest extent permitted by law, LiftBrand disclaims all other warranties, express, implied or statutory, including the implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and any warranty arising from course of dealing or usage of trade. We do not warrant that the Services will be uninterrupted or error-free, or that they will achieve any particular result.
No indirect damages. To the fullest extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost business, lost goodwill, lost data, or the cost of substitute services, even if advised of the possibility.
Cap on liability. To the fullest extent permitted by law, LiftBrand's total aggregate liability arising out of or relating to this Agreement and the Services, whether in contract, tort, statute or otherwise, will not exceed the total fees you actually paid to LiftBrand for the Services in the three (3) months immediately preceding the event giving rise to the claim. This cap excludes advertising spend paid to Third-Party Platforms.
These limitations do not apply to a party's indemnity obligations, to breaches of confidentiality, to a party's fraud, gross negligence or willful misconduct, or to any liability that cannot be limited or excluded under applicable law. Some jurisdictions do not allow certain exclusions, so parts of this Section may not apply to you.
17. Term, cancellation and deactivation
This Agreement starts when you accept it and continues month to month until either of us ends it. There are no long-term lock-in contracts and no cancellation penalty or exit fee, beyond the notice period described below.
Cancelling
You may cancel by giving us at least 30 days' written notice to [email protected]. Your Services — including any website, AI agent or automation we host on your behalf — continue running through that notice period and through the end of any month you have already paid for, and fees already paid are not refunded. We may suspend or terminate on written notice if you fail to pay, breach this Agreement, put us at legal or reputational risk, violate a Third-Party Platform's policy, or transmit PHI without a signed BAA. We may also terminate for convenience on 30 days' written notice.
What happens at the end
As set out in our Cancellation Policy, termination results in deactivation of the assets and systems we deployed and licensed to you. Specifically:
- All unpaid amounts become due.
- Your license to LiftBrand IP ends. Hosted websites, published SEO and blog content, GBP optimizations, automations, workflows and AI agents built on LiftBrand IP are deactivated, and active campaigns are halted.
- You keep what is yours. On request made within 30 days we will release control of your domain name, your Google Business Profile, your ad accounts and social accounts, and export your contact and lead data in a standard format. A reasonable migration fee may apply for work beyond a standard export.
- After 60 days we may delete your data from our systems, subject to legal retention requirements and any BAA terms.
- Sections 3, 6, 7, 9, 12, 13, 14, 15, 16, 18, 19 and 21 survive termination.
We want this to be clear before you sign rather than a surprise later: rebuilding rankings and systems after deactivation typically takes 6 to 12 months.
18. Governing law and disputes
This Agreement is governed by the laws of the State of New York, without regard to its conflict-of-law rules.
Before starting a formal proceeding, both of us agree to try in good faith to resolve the dispute by giving written notice describing it and conferring for at least 30 days.
If that fails, disputes will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before one arbitrator, seated in Nassau County, New York. Both of us waive any right to a jury trial and to participate in a class or representative action. Either party may still seek injunctive relief in court to protect intellectual property or confidential information, and either party may bring a qualifying claim in small claims court.
19. Changes and entire agreement
We may update this Agreement. We will post the updated version with a new version number and effective date and notify you by email or in the platform at least 15 days before material changes take effect. Continuing to use the Services after the effective date means you accept the updated version; if you do not accept it, your remedy is to cancel under Section 17 before it takes effect. Changes will not apply retroactively to a dispute that arose before the effective date.
This Agreement, your plan selection and add-ons, our Terms & Conditions, our Privacy & Cancellation Policy and any executed BAA are the entire agreement between us, replacing all prior proposals, sales statements, emails, calls, chats and understandings on this subject. Statements made in conversation, marketing material or a sales call do not modify this Agreement. Any change must be in writing and agreed by both parties, and pre-printed terms on your purchase order have no effect.
20. Electronic records and signatures
You consent to conduct this transaction electronically and to receive this Agreement, notices, disclosures and records in electronic form. Checking the acceptance box, clicking a button that indicates agreement, or typing your name in a signature field is your electronic signature. It has the same legal effect as a handwritten signature under the federal E-SIGN Act and applicable New York law.
When you accept, we record your name, business name, email address, the version of this Agreement shown to you, the exact acceptance language, and the date and time of acceptance. We will email you a copy. You may request a copy at any time by writing to [email protected].
To accept and retain electronic records you need a device with internet access, a current browser, and the ability to receive email and view or print PDF and HTML documents. You may withdraw consent to electronic records by writing to [email protected], but because the Services are delivered electronically, withdrawing consent means we can no longer provide them and this Agreement will terminate under Section 17.
21. General terms
Independent contractor
We are an independent contractor. Nothing here creates a partnership, joint venture, employment or agency relationship, except that you authorize us to act on your behalf on the specific accounts and platforms you give us access to.
Subcontractors
We may use subcontractors and vendors to deliver the Services and remain responsible for their performance under this Agreement.
Force majeure
Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, civil unrest, labor disputes, utility or internet failures, cyberattacks, government action, and Third-Party Platform outages or policy changes.
Non-solicitation
During the term and for 12 months after, neither party will directly solicit for employment any employee or contractor of the other who was involved in the Services, excluding responses to general public job postings.
Assignment
You may not assign this Agreement without our written consent, except to a successor in a merger or sale of substantially all assets. We may assign it to an affiliate or successor.
Notices
Notices to us go to [email protected] and to BRANDNR L.L.C., 1529 Jericho Turnpike, New Hyde Park, New York 11040. Notices to you go to the email address on your account. Email notice is effective when sent, absent a bounce.
Severability and waiver
If any provision is held unenforceable it will be modified to the minimum extent necessary or severed, and the rest stays in effect. A failure to enforce a provision is not a waiver of it.
No third-party beneficiaries
This Agreement is for the benefit of the parties only and creates no rights in anyone else.
Headings and interpretation
Headings are for convenience only. "Including" means "including without limitation." Neither party will be treated as the drafter for purposes of interpreting ambiguity.
Acceptance
By checking the acceptance box at signup and completing checkout, you confirm that you have read and understood this Agreement, that you are authorized to enter into it on behalf of your business, and that you agree to be bound by it — including Section 9 (no guarantee of results), Section 15 (indemnification), Section 16 (limitation of liability) and Section 18 (governing law and disputes).
Questions before you sign? Email [email protected] or call +1 (775) 259-9260.
