Verity Marketing Agency Terms of Service

Last Updated: May 12, 2026

Company: Verity Business Ventures

Website: www.veritymarketingagency.com

Contact: info@veritymarketingagency.com

These Terms of Service, together with any proposal, estimate, invoice, checkout page, payment link, order form,

statement of work, email-confirmed scope, or other written service description issued by Verity Marketing Agency,

govern the services provided by Verity Marketing Agency to its clients.

Please read these Terms carefully. By accepting these Terms, approving an estimate or invoice, signing or

electronically accepting a proposal, submitting payment, clicking a payment link, authorizing recurring billing,

granting Verity access to your accounts, or otherwise engaging Verity to perform services, you agree to be bound

by these Terms.

1. Definitions

For purposes of these Terms:

 “Verity,” “we,” “us,” or “our” means Verity Marketing Agency and, where applicable, its owners,

employees, contractors, subcontractors, vendors, and representatives.

 “Client,” “you,” or “your” means the individual, company, organization, or legal entity purchasing or

receiving services from Verity.

 “Services” means any marketing, creative, advertising, consulting, Google Business Profile, website,

branding, content, strategy, production, campaign management, social media, search engine optimization,

analytics, email marketing, or related services provided by Verity.

 “Order” means any proposal, estimate, invoice, payment link, checkout page, order form, statement of

work, engagement approval, written scope description, or other document or written communication

identifying the Services, fees, billing cadence, deliverables, or other engagement-specific terms.

 “Deliverables” means work product that Verity creates specifically for Client as part of the Services, such

as marketing copy, designs, creative assets, strategy documents, website content, graphics, videos,

campaign materials, reports, or other materials.

 “Third-Party Platforms” means services, tools, websites, software, applications, marketplaces, social

networks, advertising platforms, hosting providers, analytics platforms, artificial intelligence tools, Google

products, Stripe, domain registrars, email platforms, CRM systems, form tools, scheduling tools, and any

other third-party products or services used in connection with the Services.

2. Agreement Structure; Order of Precedence

These Terms are intended to operate as Verity’s standard master terms for client engagements. The specific

Services, pricing, billing structure, timing, deliverables, and any special scope items for a particular engagement

should be identified in the applicable Order.

If there is a conflict between these Terms and an Order, the Order will control only with respect to the specific

conflicting engagement term, and these Terms will continue to apply to all other matters.

Unless an Order clearly states otherwise, any Services not expressly included in the Order are outside the scope of

the engagement and may require additional fees.

3. Scope of Services Generally

Verity provides marketing agency services that may include, without limitation:

 Marketing strategy and consulting;

 Brand strategy, messaging, positioning, and campaign development;

 Google Business Profile setup, optimization, onboarding, support, and ongoing management;

 Website strategy, website copy, website design coordination, website build coordination, and related website

services;

 Search engine optimization and local search support;

 Social media strategy, content creation, posting support, and account management;

 Email marketing, lead generation, CRM, funnel, and automation support;

 Advertising strategy, ad creative, campaign setup, campaign management, and reporting;

 Photography, videography, content planning, creative direction, and production coordination;

 Graphic design, collateral, signage concepts, brochures, one-pagers, decks, and sales materials;

 Analytics review, reporting, recommendations, and performance summaries;

 General marketing operations support; and

 Other related marketing, creative, consulting, or implementation services agreed to in writing.

Verity has discretion over the manner, methods, workflow, staffing, tools, and timing used to perform the Services,

provided we perform the Services in a commercially reasonable manner and consistent with the applicable Order.

4. Google Business Profile Services

This section applies to any Services involving Google Business Profile, Google Maps, local search visibility, online

reviews, local listings, or related Google tools.

4.1 GBP Services May Include

Depending on the applicable Order, Verity’s Google Business Profile services may include some or all of the

following:

 Initial account intake and onboarding;

 Review of existing Google Business Profile information;

 Assistance requesting, claiming, verifying, or gaining access to a Google Business Profile;

 Profile setup, cleanup, optimization, or restructuring;

 Business information updates, including business name, categories, address, service areas, hours, phone

number, website, business description, services, products, photos, and other available profile fields;

 Review response drafting or posting support;

 Review request strategy and related customer communication support;

 Google Business Profile posts, updates, offers, events, photos, products, services, or related content;

 Basic local SEO recommendations;

 Monitoring for suggested edits, suspensions, access issues, duplicate listings, profile changes, or other

profile activity;

 Reporting on profile performance, visibility, calls, clicks, direction requests, messages, or other available

metrics;

 Coordination with Client regarding access, ownership, verification, profile accuracy, and next steps; and

 Other GBP-related services identified in the applicable Order.

4.2 GBP Services Are Subject to Google’s Rules

Google Business Profile is a Third-Party Platform controlled by Google, not Verity. Client understands and agrees

that Verity does not control Google, Google’s systems, Google’s policies, Google’s review decisions, Google’s

verification requirements, Google’s ranking algorithms, Google’s suspension decisions, Google’s display of profile

content, or Google’s timing.

Client is responsible for complying with all applicable Google Business Profile guidelines, third-party policies,

review policies, content policies, advertising policies, and platform rules. Verity may refuse to perform any action

that we believe may violate Google’s rules, applicable law, ethical marketing standards, or Verity’s internal policies.

4.3 No Guarantee of Rankings, Reviews, Leads, Calls, or Verification

Verity will use commercially reasonable efforts to support Client’s Google Business Profile and local visibility, but

Verity does not guarantee:

 A specific ranking position;

 A specific search result placement;

 A specific number of views, calls, clicks, leads, messages, reviews, or customers;

 That Google will approve, verify, reinstate, publish, display, or retain any profile or content;

 That Google will remove negative reviews, spam reviews, duplicate listings, unauthorized edits, or

inaccurate information;

 That profile changes will appear immediately or permanently; or

 That results will remain consistent over time.

Search visibility and GBP performance depend on many factors outside Verity’s control, including Google’s

systems, competition, location, proximity, category selection, business history, client reputation, customer behavior,

review quality, market demand, and changes to Google’s platform.

4.4 Client Responsibilities for GBP

Client agrees to:

 Provide accurate, complete, and lawful business information;

 Confirm that all business locations, addresses, service areas, phone numbers, hours, categories, services,

products, and claims are truthful and compliant;

 Provide timely access to relevant Google accounts, Business Profiles, emails, websites, photos, logos,

brand assets, and business records;

 Maintain ownership or appropriate authorization over the business and profile;

 Avoid granting Verity password access where a safer user, manager, owner, or role-based access option is

available;

 Promptly review and approve profile content, review responses, posts, and other materials when requested;

 Notify Verity of business changes, location changes, ownership changes, rebrands, closures, moves,

service area changes, phone number changes, website changes, or legal disputes affecting the profile;

 Not ask Verity to create fake reviews, incentivize reviews in violation of law or platform rules, suppress

truthful reviews, impersonate customers, misrepresent the business, or engage in deceptive practices; and

 Cooperate with verification, reinstatement, support, or appeal processes when needed.

4.5 Profile Ownership and Access

Unless otherwise agreed in writing, Client owns or controls its own Google Business Profile and is responsible for

maintaining appropriate ownership access. Verity may request manager, owner, or other role-based access as

needed to perform the Services.

Verity may decline to serve as the primary owner of Client’s Google Business Profile unless expressly agreed in

writing. Upon termination of GBP Services, Verity will reasonably cooperate in removing its access or transferring

appropriate access, provided Client has paid all amounts due and has supplied the information needed to complete

the transition.

4.6 Review Management

Verity may help Client develop lawful and ethical review request processes, draft review responses, identify review

trends, and escalate potentially improper reviews through available platform tools. Client understands that Verity

cannot guarantee review removal, review publication, review volume, star rating, or customer sentiment.

Client must not request, approve, or participate in fake, misleading, incentivized, undisclosed, or manipulated

reviews or testimonials. Client is solely responsible for the truthfulness of factual statements about its business,

customers, products, services, qualifications, licenses, certifications, pricing, and results.

4.7 GBP Cleanup, Suspensions, Reinstatements, and Complex Issues

Some profiles require additional cleanup, recovery, duplicate resolution, suspension support, reinstatement work,

access troubleshooting, ownership disputes, listing merges, category research, location verification, or other

complex work. Unless expressly included in the applicable Order, such work is outside standard GBP onboarding

or monthly management and may require additional fees.

Verity may charge a higher setup fee, cleanup fee, recovery fee, consulting fee, or hourly/project fee when a profile

requires additional work, risk, or complexity. The applicable fee should be identified in the Order.

5. Client Responsibilities Generally

Client agrees to:

 Provide accurate, complete, timely, and lawful information;

 Provide necessary access, credentials, permissions, approvals, files, content, brand assets, and business

details;

 Assign a responsive point of contact with authority to make decisions and approve work;

 Review materials in a timely manner;

 Confirm the accuracy of all factual claims, legal claims, product claims, health claims, performance claims,

testimonials, pricing, offers, deadlines, addresses, phone numbers, hours, and compliance-sensitive

statements;

 Obtain any necessary licenses, permissions, consents, releases, approvals, or legal reviews required for

Client’s business, content, products, services, campaigns, advertising, testimonials, images, music, video,

customer data, email lists, SMS lists, or other materials;

 Use the Services and Deliverables only in a lawful manner;

 Maintain backups of Client’s systems, data, accounts, website, and content;

 Pay all fees when due; and

 Cooperate reasonably with Verity throughout the engagement.

Delays by Client may delay Verity’s performance, delivery dates, campaign timing, onboarding timelines, or results.

Verity is not responsible for delays, errors, missed opportunities, or additional costs caused by Client’s failure to

provide timely information, access, approvals, payment, or cooperation.

6. Approvals and Deemed Approval

Client is responsible for reviewing and approving materials before publication, launch, submission, distribution, or

use, unless the applicable Order provides for Verity to publish or manage materials without prior approval.

When Client approves a Deliverable, campaign, post, profile update, email, advertisement, website page, review

response, or other material, Client confirms that it has reviewed and accepted the material and that it is accurate,

lawful, and authorized for use.

If Verity requests feedback or approval and Client does not respond within a reasonable time, Verity may pause the

Services, extend deadlines, publish or proceed based on prior approvals and agreed strategy, or treat the materials

as approved, depending on the nature of the engagement and the applicable Order. For high-risk, legal,

compliance-sensitive, or paid advertising materials, Verity may require express approval before proceeding.

7. Fees, Payment, and Billing

Fees, setup charges, monthly retainers, project fees, hourly rates, advertising management fees, billing cadence,

minimum terms, and other payment details will be stated in the applicable Order.

Unless otherwise stated in an Order:

 Setup fees and initial monthly fees are due before onboarding or Services begin;

 Monthly recurring fees are billed in advance;

 Project fees may be billed upfront, in milestones, or as otherwise stated in the Order;

 Client authorizes Verity and/or its payment processor to charge Client’s selected payment method for

approved one-time and recurring amounts;

 Client is responsible for keeping payment information current;

 Fees are non-refundable once paid, except as expressly stated in an Order or required by law;

 Fees do not include taxes, advertising spend, printing, media buys, software subscriptions, website hosting,

domain registration, stock assets, fonts, photography, videography, travel, shipping, third-party tools, or

other pass-through costs unless expressly stated in the Order; and

 Verity may require payment before releasing final Deliverables, transferring files, launching work, or

continuing Services.

8. Recurring Billing; Cancellation

If Client purchases a recurring service, Client authorizes Verity and/or its payment processor to charge Client on a

recurring basis according to the applicable Order until the service is cancelled or terminated.

Unless otherwise stated in an Order:

 Monthly services continue month-to-month after the initial payment;

 Client may cancel monthly services by giving at least 30 days’ written notice before the next billing date;

 Cancellation does not relieve Client of payment obligations already incurred;

 Verity does not prorate partial months unless expressly agreed in writing;

 Setup fees, onboarding fees, cleanup fees, and work already performed are non-refundable; and

 Verity may stop work, suspend Services, or revoke access to unpaid work if payment is late, disputed,

reversed, or declined.

If an Order includes a minimum term, early termination fee, annual commitment, special pricing, or discounted

package, those terms will apply.

9. Late Payments, Failed Payments, and Chargebacks

If payment is late, declined, reversed, disputed, or charged back, Verity may suspend Services, pause campaigns,

withhold Deliverables, disable access to unpaid work, revoke licenses to unpaid Deliverables, and require payment

before resuming work.

Client agrees not to initiate a chargeback or payment dispute for amounts validly owed under these Terms or an

Order without first contacting Verity in good faith to resolve the issue. Client remains responsible for all amounts

due, including any payment processor fees, chargeback fees, collection costs, reasonable attorneys’ fees, and

other costs incurred by Verity in collecting unpaid amounts, to the extent allowed by law.

10. Changes in Scope

Client may request changes, revisions, additions, rush work, extra meetings, additional strategy, new campaigns,

additional locations, additional profiles, extra pages, extra content, additional rounds of revisions, new platform

support, or other work beyond the applicable Order. Verity may accept or decline such requests in its discretion.

Additional work may require a written change order, updated invoice, new payment link, additional fee, or separate

Order. Verity may charge hourly, project, rush, or additional monthly fees for out-of-scope work.

11. Timelines and Delivery

Any timelines, launch dates, posting dates, delivery dates, or milestones are estimates unless expressly stated as

firm deadlines in an Order. Timelines may change due to Client delays, revisions, approval delays, platform delays,

vendor delays, payment delays, technical issues, scope changes, force majeure events, or other circumstances

outside Verity’s reasonable control.

Verity is not liable for missed deadlines, lost opportunities, delayed launches, delayed profile changes, delayed ad

approvals, delayed website launches, or other timing issues caused by Client, Third-Party Platforms, vendors, or

events outside Verity’s reasonable control.

12. Third-Party Platforms, Vendors, and Tools

Many Services require or involve Third-Party Platforms. Client understands and agrees that:

 Third-Party Platforms are governed by their own terms, policies, prices, restrictions, and availability;

 Verity does not control Third-Party Platforms;

 Third-Party Platforms may change, suspend, reject, delay, remove, limit, or terminate accounts, content,

ads, profiles, integrations, features, pricing, or access;

 Verity is not responsible for Third-Party Platform outages, errors, delays, policy changes, review decisions,

algorithm changes, account restrictions, lost data, security incidents, or fees;

 Client is responsible for maintaining ownership, access, billing, and compliance for Client’s Third-Party

Platform accounts unless otherwise agreed in writing; and

 Client is responsible for all third-party fees unless expressly included in Verity’s fees.

Verity may recommend, configure, use, or coordinate with third-party tools or vendors. Unless otherwise agreed in

writing, Verity is not responsible for the acts, omissions, availability, pricing, performance, security, or legal

compliance of third-party tools or vendors.

13. Advertising, Media Spend, and Campaigns

If Verity provides advertising-related Services, Client is responsible for all advertising spend, media spend, platform

fees, landing page costs, creative production costs, third-party fees, and related expenses unless otherwise stated

in the applicable Order.

Client understands that advertising performance depends on many factors outside Verity’s control, including offer

quality, pricing, audience, budget, competition, targeting, seasonality, website performance, landing pages, sales

follow-up, market conditions, platform rules, and customer behavior. Verity does not guarantee any specific return

on ad spend, number of leads, cost per lead, conversion rate, revenue amount, approval, placement, or result.

Client is responsible for the truthfulness, legality, substantiation, and compliance of all advertising claims, offers,

testimonials, disclosures, eligibility requirements, disclaimers, promotions, pricing, guarantees, and regulated

statements.

14. Email Marketing, SMS, CRM, and Automations

If Verity provides email marketing, SMS, CRM, lead generation, or automation Services, Client is responsible for

ensuring that its contact lists, opt-ins, customer data, consent practices, unsubscribe practices, privacy notices, and

communications comply with applicable law and platform rules.

Client must not provide purchased, scraped, unauthorized, or non-compliant email, phone, SMS, or contact lists

unless Client has confirmed the list may lawfully be used for the intended purpose. Verity may refuse to send or

support campaigns that Verity believes may violate law, platform rules, or ethical marketing standards.

15. Websites, Domains, Hosting, and E-Commerce

If Verity provides website-related Services, the applicable Order should identify whether Verity is providing strategy,

copywriting, design, development, coordination with a website vendor, hosting support, maintenance, updates,

SEO, Shopify or e-commerce support, or other website-related work.

Unless expressly stated in an Order, Verity is not responsible for:

 Website hosting;

 Domain registration or renewal;

 DNS management;

 Website security monitoring;

 Backups;

 Accessibility compliance;

 Privacy policy, cookie banner, or legal compliance implementation;

 Payment gateway compliance;

 E-commerce tax configuration;

 Shipping, fulfillment, inventory, product data, SKUs, variants, returns, or merchant operations;

 Ongoing website maintenance;

 Software updates;

 Plugin compatibility;

 Website uptime;

 Technical support outside the agreed scope; or

 Any issue caused by third-party developers, hosts, themes, plugins, apps, platforms, or integrations.

Client is responsible for reviewing and approving all website content, legal pages, privacy notices, accessibility

obligations, product descriptions, pricing, tax settings, shipping policies, return policies, terms of sale, regulated

claims, and compliance-sensitive content.

16. Content, Photography, Video, and Creative Production

If Verity provides content, photography, videography, or creative production Services, the applicable Order should

identify the scope, deliverables, usage, revisions, shoot time, locations, talent, licensing, editing, and any third-party

costs.

Client is responsible for obtaining location permissions, property releases, talent releases, customer permissions,

product claims, music licenses, stock licenses, and any other rights or permissions needed for Client-provided or

Client-approved materials unless expressly included in Verity’s scope.

Verity may use contractors, subcontractors, photographers, videographers, designers, editors, writers, strategists,

developers, media buyers, production vendors, or other specialists to perform the Services.

17. Intellectual Property

17.1 Client Materials

Client retains ownership of materials, information, logos, trademarks, images, videos, copy, data, website content,

account access, and other assets Client provides to Verity. Client grants Verity a limited right to use Client

Materials as needed to perform the Services.

Client represents that it owns or has the necessary rights to provide Client Materials to Verity and to authorize

Verity’s use of them.

17.2 Verity Materials and Pre-Existing Work

Verity retains ownership of its pre-existing materials, templates, know-how, strategies, systems, processes,

methods, frameworks, checklists, prompts, internal tools, source files, working files, concepts not selected by

Client, business methods, reusable components, and general marketing knowledge.

Unless expressly agreed in writing, Verity is not required to provide editable source files, raw files, working files,

project files, strategy frameworks, internal documents, templates, prompts, or backend process materials.

17.3 Client Deliverables

Upon full payment of all amounts due for the applicable Deliverables, Verity grants Client the rights described in the

applicable Order. If the Order does not specify ownership or usage rights, Verity grants Client a non-exclusive,

perpetual, worldwide license to use final approved Deliverables for Client’s own business marketing purposes.

This license does not include Verity’s pre-existing materials, third-party materials, stock assets, fonts, software,

templates, raw files, unused concepts, internal tools, or materials not fully paid for.

17.4 Third-Party Materials

Deliverables may include or depend on third-party materials such as fonts, stock photos, stock video, music,

plugins, templates, themes, software, code libraries, platform tools, or licensed assets. Such materials are subject

to their own licenses and restrictions. Client is responsible for complying with third-party license terms.

18. Portfolio and Marketing Use

Unless Client requests otherwise in writing, Verity may identify Client as a client and may display non-confidential

examples of completed work, Client’s name, logo, publicly available materials, case study information, and general

project descriptions in Verity’s portfolio, website, proposals, social media, marketing materials, and sales

presentations.

Verity will not knowingly disclose Client’s confidential information, non-public financial information, or sensitive

business information without permission.

19. Confidentiality

Each party may receive non-public business, technical, financial, marketing, customer, account, or strategic

information from the other party. Each party agrees to use reasonable care to protect the other party’s confidential

information and to use it only as needed to perform or receive the Services.

Confidential information does not include information that is publicly available, already known without a

confidentiality obligation, independently developed, rightfully received from a third party, or required to be disclosed

by law.

20. Account Access and Security

Client is responsible for securing its own accounts, passwords, devices, systems, data, and users. Client should

use role-based access, multi-factor authentication, password managers, and secure account practices whenever

possible.

Client should not share passwords with Verity when user-based or manager-based access is available. If password

access is necessary, Client does so at its own risk and is responsible for changing passwords when access is no

longer needed.

Verity will use commercially reasonable efforts to protect access credentials provided to us, but Verity is not

responsible for unauthorized access, account compromise, loss of data, platform changes, or security incidents

caused by Client, Third-Party Platforms, weak passwords, shared access, former employees, contractors, vendors,

or events outside Verity’s reasonable control.

21. Data, Privacy, and Compliance

Client is responsible for complying with all laws, rules, regulations, platform policies, industry rules, privacy

obligations, data protection obligations, advertising rules, consumer protection rules, and professional obligations

applicable to Client’s business.

Client is responsible for providing legally adequate privacy notices, cookie notices, consent mechanisms, opt-in

records, unsubscribe mechanisms, customer data rights processes, and other compliance measures required for

Client’s website, campaigns, email marketing, SMS marketing, analytics, tracking tools, CRM, e-commerce, or

other business activities.

Verity does not provide legal, tax, financial, medical, accounting, privacy, accessibility, insurance, or compliance

advice. Client should consult qualified professionals for those matters.

22. Regulated Industries and Sensitive Claims

If Client operates in a regulated industry or makes claims involving health, medical services, financial services,

insurance, legal services, real estate, employment, education, children, supplements, alcohol, tobacco, cannabis,

environmental claims, earnings claims, testimonials, endorsements, guarantees, pricing, professional licensing, or

other regulated matters, Client is solely responsible for obtaining appropriate legal or professional review before

approving or using materials.

Verity may refuse to create, publish, or support materials that Verity believes may be unlawful, misleading,

unsubstantiated, high-risk, or inconsistent with platform rules or ethical marketing standards.

23. Artificial Intelligence Tools

Verity may use artificial intelligence tools, automation tools, analytics tools, drafting tools, research tools, design

tools, or other technology to support the Services. Verity remains responsible for using commercially reasonable

judgment in connection with the Services, but Client understands that AI-assisted materials may require human

review, factual verification, editing, and legal/compliance review.

Client is responsible for reviewing and approving all AI-assisted or technology-assisted work before use, especially

factual claims, regulated claims, testimonials, legal language, pricing, statistics, and compliance-sensitive

statements.

24. No Professional Advice

Verity provides marketing, creative, strategy, consulting, and related services. Verity does not provide legal, tax,

accounting, financial, medical, engineering, architectural, insurance, cybersecurity, accessibility compliance, or

other licensed professional advice unless expressly stated in a separate written agreement with a properly licensed

professional.

Client should consult appropriate professionals for matters requiring professional advice.

25. No Guarantee of Results

Verity will use commercially reasonable efforts to perform the Services, but marketing results are inherently

uncertain. Verity does not guarantee revenue, profit, return on investment, rankings, traffic, leads, conversions,

customers, sales, engagement, media placement, follower growth, review volume, star rating, search visibility, ad

approval, account approval, platform approval, website uptime, or any other specific business outcome.

Any examples, projections, estimates, benchmarks, case studies, or performance discussions are for planning

purposes only and are not guarantees.

26. Warranties and Disclaimer

Verity warrants that it will perform the Services in a commercially reasonable and professional manner. Except for

this limited warranty and any warranty expressly stated in an Order, the Services and Deliverables are provided “as

is” and “as available.”

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VERITY DISCLAIMS ALL OTHER WARRANTIES,

EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR

PURPOSE, TITLE, NON-INFRINGEMENT, UNINTERRUPTED SERVICE, ERROR-FREE PERFORMANCE,

PLATFORM AVAILABILITY, OR SPECIFIC RESULTS.

27. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VERITY WILL NOT BE LIABLE FOR ANY INDIRECT,

INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR LOST-PROFIT DAMAGES,

INCLUDING LOST REVENUE, LOST BUSINESS, LOST GOODWILL, LOST DATA, LOST OPPORTUNITY,

BUSINESS INTERRUPTION, PLATFORM SUSPENSION, ACCOUNT RESTRICTION, AD REJECTION, REVIEW

REMOVAL, PROFILE SUSPENSION, SEARCH RANKING CHANGE, OR THIRD-PARTY PLATFORM ISSUE,

EVEN IF VERITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VERITY’S TOTAL LIABILITY ARISING OUT OF OR

RELATING TO THE SERVICES, DELIVERABLES, THESE TERMS, OR ANY ORDER WILL NOT EXCEED THE

AMOUNTS ACTUALLY PAID BY CLIENT TO VERITY FOR THE SPECIFIC SERVICES GIVING RISE TO THE

CLAIM DURING THE THREE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

Some jurisdictions do not allow certain limitations of liability, so some limitations may not apply to Client.

28. Indemnification

Client agrees to defend, indemnify, and hold harmless Verity from and against any claims, damages, liabilities,

losses, costs, expenses, penalties, fines, demands, investigations, settlements, and reasonable attorneys’ fees

arising out of or relating to:

 Client’s business, products, services, offers, claims, guarantees, warranties, pricing, promotions, or

customer relationships;

 Client Materials;

 Client’s breach of these Terms or an Order;

 Client’s violation of law, regulation, platform policy, or third-party rights;

 Client’s instructions, approvals, or requested actions;

 Client’s failure to obtain required permissions, consents, releases, licenses, or legal reviews;

 Client’s email, SMS, advertising, privacy, accessibility, review, testimonial, or data practices;

 Client’s use of Deliverables; or

 Any claim that materials supplied, approved, or used by Client are false, misleading, unlawful, infringing,

defamatory, or otherwise improper.

29. Suspension and Termination

Verity may suspend or terminate Services, in whole or in part, if:

 Client fails to pay on time;

 Client fails to provide required access, information, approvals, or cooperation;

 Client requests unlawful, deceptive, unethical, or platform-prohibited actions;

 Client breaches these Terms or an Order;

 Client engages in abusive, threatening, harassing, or inappropriate conduct;

 Continuing the engagement would create legal, reputational, operational, or financial risk for Verity;

 A Third-Party Platform restricts, suspends, or prevents the Services; or

 Verity determines, in its reasonable discretion, that termination is appropriate.

Client may terminate Services according to the cancellation terms in the applicable Order and these Terms.

Upon termination, Client must pay all outstanding amounts for Services performed, fees incurred, third-party costs,

approved expenses, and non-cancellable commitments. Verity may withhold unpaid Deliverables, source files,

account transition work, or final files until payment is complete, to the extent permitted by law.

30. Transition After Termination

Upon termination and full payment of all amounts due, Verity will reasonably cooperate in transitioning Client-

owned accounts, access, and final paid Deliverables. Transition support beyond basic access removal, file transfer,

or handoff may be billed at Verity’s then-current hourly rate or as otherwise agreed in writing.

Client is responsible for downloading, backing up, transferring, or preserving any data, files, analytics, content,

reports, or account information Client wishes to retain.

31. Non-Solicitation of Verity Team Members

During the engagement and for twelve months after the engagement ends, Client agrees not to knowingly solicit for

employment or direct contract work any Verity employee, contractor, subcontractor, vendor, or representative who

performed material work for Client through Verity, without Verity’s prior written consent. This does not prohibit

general solicitations not targeted at Verity personnel.

If Client violates this section, Client agrees that Verity may suffer damages that are difficult to calculate and that

Verity may seek available legal and equitable remedies.

32. Force Majeure

Verity is not liable for delay or failure to perform caused by events outside Verity’s reasonable control, including

acts of God, severe weather, natural disasters, illness, power outages, internet outages, labor disputes, supply

chain disruptions, war, terrorism, civil unrest, government action, platform outages, vendor failures, cyber incidents,

payment processor issues, or other events beyond Verity’s reasonable control.

33. Independent Contractor Relationship

Verity is an independent contractor and not Client’s employee, partner, joint venturer, fiduciary, franchisee, agent,

or legal representative. Verity has discretion over the manner and means of performing the Services, subject to the

applicable Order.

34. Governing Law and Venue

These Terms and any Order will be governed by the laws of the State of North Carolina, without regard to conflict-

of-law principles.

Unless otherwise required by law, any legal action arising out of or relating to these Terms, an Order, the Services,

or the relationship between Client and Verity will be brought in the state or federal courts located in Mecklenburg

County, North Carolina, and the parties consent to jurisdiction and venue there.

35. Dispute Resolution

Before filing a legal action, the parties agree to first attempt in good faith to resolve any dispute through direct

written communication. A party raising a dispute must provide written notice describing the dispute and the

requested resolution. The parties will attempt to resolve the dispute for at least 30 days after notice is received,

unless immediate legal action is necessary to prevent irreparable harm, protect intellectual property, collect unpaid

amounts, or comply with a deadline.

Verity may seek payment of unpaid amounts through collections, small claims court, or other lawful collection

methods without completing the full informal dispute process.

36. Notices

Notices to Verity should be sent to: [insert legal notice email and/or mailing address].

Notices to Client may be sent to the email address, billing address, or contact information Client provides to Verity

or its payment processor.

37. Updates to These Terms

Verity may update these Terms from time to time. Updated Terms will be posted on Verity’s website with a revised

“Last Updated” date. The Terms in effect at the time Client accepts an Order or begins a renewal period will

generally apply to that Order or renewal period, unless otherwise stated or required by law.

Continuing to use Services after updated Terms are posted or provided may constitute acceptance of the updated

Terms.

38. Severability

If any provision of these Terms is found unenforceable, the remaining provisions will remain in effect, and the

unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

39. Assignment

Client may not assign or transfer these Terms, an Order, or any rights or obligations under them without Verity’s

prior written consent. Verity may assign these Terms or an Order in connection with a merger, acquisition,

restructuring, sale of assets, change of control, or transfer of business operations.

40. Entire Agreement

These Terms, together with the applicable Order and any documents expressly incorporated by reference, form the

entire agreement between Client and Verity regarding the Services and supersede prior or contemporaneous

discussions, proposals, understandings, or communications regarding the same subject matter.

No waiver, modification, or amendment is effective unless agreed to in writing by Verity.

41. Acceptance

By accepting these Terms, approving an Order, submitting payment, clicking a payment link, authorizing recurring

billing, signing or electronically accepting an engagement, or allowing Verity to begin Services, Client

acknowledges that Client has read, understood, and agreed to these Terms.

Optional Short Acceptance Language for Stripe Checkout / Payment

Links

By checking this box and submitting payment, I confirm that I am authorized to purchase services on behalf of the

business identified in this order, and I agree to Verity Marketing Agency’s Terms of Service, including recurring

billing, cancellation, scope, platform, and no-guarantee provisions. I understand that the specific services and fees

are described in this checkout page, payment link, invoice, proposal, or other written order.

Optional Invoice / Payment Link Scope Language for GBP Monthly

Management

Google Business Profile Setup and Monthly Management. This order includes Google Business Profile

onboarding, setup and/or optimization, and monthly management services as described by Verity. Services may

include intake, profile review, business information updates, category/service recommendations, photo/post/update

support, review response support, basic local visibility recommendations, monitoring, and reporting. Additional

cleanup, suspension/reinstatement support, duplicate listing resolution, ownership disputes, additional locations,

extensive content creation, advertising, website work, or out-of-scope consulting may require additional fees. Client

agrees to Verity’s Terms of Service and authorizes recurring monthly billing until cancelled according to the Terms

or applicable order.