Terms of Service

01 Acceptance of Terms

By accessing or using the Kairos Digital Growth LLC website, submitting a contact form, scheduling a consultation, signing a proposal or Statement of Work ("SOW"), or otherwise engaging our services, you ("Client," "you," or "your") agree to be bound by these Terms of Service, our Privacy Policy, and any additional terms referenced herein or presented to you during the engagement process.

If you are entering into these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In such case, "you" and "your" shall refer to that entity.

If you do not agree to any provision of these Terms, you must not use our website or engage our services. We reserve the right to refuse service to anyone for any reason at our sole discretion.

These Terms are effective as of the date you first access our website or engage our services, whichever occurs first, and shall remain in effect until terminated in accordance with the provisions set forth herein.

02 Description of Services

Kairos Digital Growth LLC is a full-service digital marketing agency based in Albuquerque, New Mexico. We specialize in helping businesses, entrepreneurs, and content creators grow their digital presence and achieve measurable results through strategic marketing solutions. Our services include, but are not limited to, the following:

Digital Marketing Strategy and Consulting

We provide comprehensive marketing audits, competitive analysis, strategic planning, brand positioning, and ongoing advisory services tailored to your business goals and market conditions.

Social Media Management and Content Creation

We manage your social media presence across platforms including but not limited to Instagram, Facebook, TikTok, LinkedIn, X (formerly Twitter), YouTube, and Pinterest. This includes content calendaring, community management, engagement strategies, audience growth tactics, and performance analytics.

Course and Training Launch Campaigns

We design and execute end-to-end launch strategies for online courses, coaching programs, masterclasses, webinars, and digital training products. This encompasses pre-launch audience building, launch sequence management, enrollment optimization, and post-launch analysis.

Sales Funnel Design and Implementation

We create high-converting sales funnels including landing pages, lead magnets, opt-in sequences, tripwire offers, upsell flows, webinar funnels, and automated follow-up systems designed to maximize conversions at every stage of the customer journey.

Paid Advertising Management

We plan, create, manage, and optimize paid advertising campaigns on Meta (Facebook and Instagram Ads), Google Ads (Search, Display, YouTube), TikTok Ads, and other digital advertising platforms. Services include audience research, creative development, campaign setup, A/B testing, bid optimization, and detailed reporting.

Email Marketing and Automation

We design and implement email marketing strategies including welcome sequences, nurture campaigns, promotional emails, abandoned cart recovery, segmentation strategies, list management, and marketing automation workflows across platforms such as Mailchimp, ActiveCampaign, Klaviyo, and ConvertKit.

Content Production

We produce professional marketing content including video production and editing, graphic design, copywriting, blog content, social media creative assets, ad creatives, brand photography direction, and multimedia content tailored for various digital channels.

The specific scope, deliverables, timelines, and fees for each engagement are detailed in the applicable Statement of Work (SOW) or service agreement executed between Kairos and the Client.

03 Client Obligations

To ensure the successful delivery of our services, you acknowledge and agree to the following obligations:

• Accurate Information and Materials: You shall provide accurate, complete, and current information about your business, products, services, and target audience. You are responsible for the truthfulness and accuracy of all materials, claims, testimonials, and representations you provide to us for use in marketing campaigns.
• Timely Feedback and Approvals: You shall provide feedback, approvals, and requested information within the timelines specified in the SOW or within a reasonable timeframe (typically 48 business hours unless otherwise agreed). Delays in client feedback may result in corresponding delays in project timelines and deliverables without liability to Kairos.
• Account Access: You shall provide necessary administrative or authorized access to social media accounts, advertising platforms, website backends, email marketing tools, analytics dashboards, and any other platforms required for service delivery. You are responsible for maintaining active accounts and subscriptions to all third-party platforms.
• Platform Compliance: You shall ensure that your products, services, and business practices comply with the terms of service and advertising policies of all relevant platforms (including Meta, Google, TikTok, and others). You are solely responsible for any violations arising from the nature of your products or services.
• Product and Service Quality: You are solely responsible for the quality, legality, fulfillment, and delivery of the products or services being marketed through our campaigns. Kairos is not responsible for customer satisfaction issues, product defects, fulfillment failures, or any claims arising from your products or services.
• Legal Compliance: You warrant that your business operations, products, and services comply with all applicable federal, state, and local laws and regulations, including but not limited to the FTC Act, CAN-SPAM Act, TCPA, and any industry-specific regulations.

04 Service Engagement Process

Our standard engagement process follows these steps to ensure alignment and clarity between both parties:

1. Initial Consultation and Discovery: We begin with a complimentary strategy call to understand your business goals, current marketing efforts, target audience, budget, and timeline expectations. This consultation helps us determine whether our services are a good fit for your needs.
2. Proposal and Scope of Work: Based on the discovery call, we prepare a detailed proposal and Statement of Work (SOW) outlining the recommended services, specific deliverables, timelines, milestones, fees, and payment schedule. The SOW becomes binding upon signature by both parties.
3. Onboarding: Upon agreement execution and receipt of the initial payment, we initiate our onboarding process. This includes a comprehensive onboarding questionnaire, brand asset collection, platform access setup, account audits, and a kickoff meeting to align on strategy and expectations.
4. Execution and Reporting: We execute the agreed-upon services with regular check-ins and performance reporting. Reporting frequency and format are specified in the SOW but typically include monthly performance reports, weekly status updates (where applicable), and access to real-time dashboards.
5. Revisions Policy: Each deliverable includes a reasonable number of revision rounds as specified in the SOW (typically two rounds of revisions). Additional revision rounds beyond the agreed scope may incur additional fees. Revision requests must be submitted within five (5) business days of deliverable presentation, or the deliverable will be deemed approved.

05 Fees and Payment

All fees, payment terms, and billing structures are outlined in the applicable Statement of Work or service agreement. The following general terms apply unless otherwise specified:

• Monthly Retainer: Most ongoing services are structured as monthly retainers billed at the beginning of each service month. One-time projects may follow milestone-based billing as outlined in the SOW.
• Payment Terms: Invoices are due upon receipt unless otherwise specified in the SOW. Standard payment terms are Net-15 (fifteen calendar days from invoice date). We accept payment via bank transfer (ACH), credit card, and other methods as mutually agreed.
• Late Payment: Overdue payments are subject to a late fee of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less. Kairos reserves the right to suspend services for accounts with payments overdue by more than fifteen (15) days, without liability for any resulting disruption to campaigns or marketing efforts.
• Advertising Spend: All advertising spend (ad budgets) for platforms such as Meta Ads, Google Ads, and TikTok Ads is separate from and in addition to our management fees. Ad spend is funded directly by the Client through their own advertising accounts. Kairos does not advance advertising funds on behalf of clients.
• Setup Fees: Certain services may require one-time setup fees for initial account configuration, audit, strategy development, or onboarding. Setup fees are outlined in the SOW and are due prior to the commencement of work.
• Currency: All fees and payments are quoted and payable in United States Dollars (USD).
• Taxes: Fees quoted are exclusive of applicable taxes. Client is responsible for all applicable sales tax, use tax, VAT, or similar taxes imposed by any governmental authority.

06 Intellectual Property

Intellectual property rights related to our services are governed by the following provisions:

• Client Deliverables: Upon full and final payment of all outstanding fees, the Client shall own all rights, title, and interest in the final deliverables created specifically for the Client as part of the engagement, including but not limited to custom graphics, ad creatives, copywriting, landing page designs, and content specifically produced for the Client's campaigns.
• Portfolio Rights: Kairos retains the right to showcase work created for the Client in our portfolio, case studies, website, social media, and marketing materials for self-promotional purposes, unless a Non-Disclosure Agreement (NDA) is in effect that restricts such use. If you require confidential treatment, please request an NDA prior to or during the onboarding process.
• Pre-Existing Intellectual Property: All pre-existing intellectual property, including proprietary templates, frameworks, methodologies, tools, systems, and processes owned by Kairos prior to or developed independently of the engagement, shall remain the sole property of Kairos. The Client is granted a non-exclusive, non-transferable license to use such materials solely in connection with the deliverables for the duration of the engagement.
• Client Brand Assets: The Client grants Kairos a limited, non-exclusive, revocable license to use the Client's trademarks, logos, brand guidelines, images, and other brand assets solely for the purpose of delivering the contracted services.
• Third-Party Assets: Any third-party assets used in deliverables, including stock photographs, stock video, licensed fonts, icons, audio tracks, and software tools, are subject to their respective license terms. Kairos shall inform the Client of any third-party license requirements, and the Client is responsible for maintaining and complying with such licenses after the conclusion of the engagement.
• Work in Progress: Drafts, concepts, unused designs, strategy documents, and other work product not included in the final approved deliverables remain the property of Kairos and shall not be used by the Client without written permission.

07 Confidentiality

Both parties acknowledge that during the course of the engagement, each may have access to confidential and proprietary information belonging to the other party ("Confidential Information"). Confidential Information includes, but is not limited to, business strategies, marketing plans, customer data, financial information, analytics data, trade secrets, pricing structures, and any information marked or reasonably understood to be confidential.

Each party agrees to:

• Hold all Confidential Information in strict confidence and not disclose it to any third party without the prior written consent of the disclosing party.
• Use Confidential Information solely for the purpose of fulfilling obligations under these Terms and the applicable SOW.
• Take reasonable measures to protect the confidentiality of such information, using at least the same degree of care used to protect its own confidential information.

These confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no fault of the receiving party;
• Was already known to the receiving party prior to disclosure, as evidenced by written records;
• Is independently developed by the receiving party without use of the disclosing party's Confidential Information;
• Is disclosed pursuant to a legal requirement, court order, or governmental regulation, provided the receiving party gives prompt notice to the disclosing party (where legally permissible) to allow the disclosing party to seek protective measures.

A separate Non-Disclosure Agreement (NDA) is available upon request for engagements requiring enhanced confidentiality protections. Confidentiality obligations survive the termination of these Terms for a period of two (2) years.

08 Results and Guarantees

You acknowledge and agree to the following:

• No Guarantee of Results: We do not guarantee specific outcomes such as a particular number of leads, sales, followers, engagement rates, website traffic levels, conversion rates, revenue figures, or any other specific metric. Marketing performance is influenced by numerous factors including but not limited to market conditions, competition, seasonality, product quality, pricing, consumer behavior, and algorithm changes.
• Professional Expertise: What we do guarantee is the application of our professional expertise, proven methodologies, industry best practices, and dedicated effort to achieve the best possible results for your investment. We continuously monitor, optimize, and refine our strategies based on performance data.
• Past Performance: Any case studies, testimonials, or examples of past results shared by Kairos are for illustrative purposes only and do not constitute a promise or guarantee of similar outcomes. Past performance does not guarantee future results.
• External Factors: Results are subject to external factors outside our control, including but not limited to: platform algorithm changes, advertising policy updates, market disruptions, economic conditions, competitive activity, changes in consumer behavior, platform outages, and third-party software or service failures.
• Collaborative Effort: Achieving marketing success is a collaborative effort. Results depend heavily on the Client's timely participation, product or service quality, brand reputation, pricing strategy, budget allocation, and responsiveness to recommendations.

We are committed to transparency in our reporting and will provide honest assessments of campaign performance, including recommendations for improvement when results fall below expectations.

09 Term and Termination

The term of each engagement is specified in the applicable Statement of Work. The following general provisions apply:

• Month-to-Month Engagements: Services provided on a month-to-month basis may be terminated by either party with fifteen (15) days' prior written notice delivered via email to the address on file. Termination becomes effective at the end of the current billing cycle following the notice period.
• Fixed-Term Contracts: Services provided under a fixed-term agreement (e.g., 3-month, 6-month, or 12-month contracts) are subject to early termination fees as outlined in the SOW. Early termination by the Client shall require payment of fifty percent (50%) of the remaining contract value, unless otherwise negotiated in writing.
• Termination for Cause: Either party may terminate the agreement immediately upon written notice if the other party: (a) materially breaches these Terms or the SOW and fails to cure such breach within fifteen (15) days of written notice; (b) becomes insolvent, files for bankruptcy, or ceases business operations; or (c) engages in illegal, fraudulent, or unethical conduct.
• Effect of Termination: Upon termination, Kairos shall cease all work and services. All fees for work completed through the termination date, including any early termination fees, shall become immediately due and payable.
• Transition Support: Upon request and subject to payment of all outstanding balances, Kairos shall provide reasonable transition assistance for a period of up to fifteen (15) days following termination, including the transfer of account access, delivery of final files, and a summary handover document.
• Final Deliverables: Final deliverables and work product shall be released to the Client upon full payment of all outstanding invoices, fees, and balances. Kairos reserves the right to withhold deliverables until all financial obligations are satisfied.

10 Limitation of Liability

To the maximum extent permitted by applicable law, the following limitations of liability apply:

• Maximum Liability: The total aggregate liability of Kairos Digital Growth LLC, its officers, directors, employees, agents, and contractors, arising out of or in connection with these Terms, any SOW, or the services provided hereunder, whether in contract, tort (including negligence), strict liability, or any other legal theory, shall not exceed the total fees actually paid by the Client to Kairos during the three (3) month period immediately preceding the event giving rise to the claim.
• Exclusion of Damages: In no event shall Kairos be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to damages for loss of profits, revenue, business opportunities, goodwill, data, or other intangible losses, even if Kairos has been advised of the possibility of such damages.
• Force Majeure: Neither party shall be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, epidemics, war, terrorism, government actions, labor disputes, power failures, internet or telecommunications failures, platform outages, cyberattacks, or any other force majeure event. The affected party shall provide prompt notice and use commercially reasonable efforts to resume performance.
• Platform Risks: Kairos shall not be liable for losses, damages, or disruptions caused by changes to third-party advertising platforms (including but not limited to Meta, Google, and TikTok), including algorithm changes, policy modifications, account restrictions, platform outages, data discrepancies, or feature deprecations. The digital advertising landscape is inherently dynamic, and platforms may modify their services at any time without prior notice.

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, our liability shall be limited to the greatest extent permitted by law.

11 Indemnification

Client Indemnification

The Client agrees to indemnify, defend, and hold harmless Kairos Digital Growth LLC, its officers, directors, employees, agents, and contractors from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees) arising out of or related to: (a) the Client's products, services, or business operations; (b) any materials, content, or information provided by the Client that infringe upon the intellectual property rights of any third party; (c) any breach by the Client of these Terms or the applicable SOW; (d) any violation of applicable law or regulation by the Client; or (e) any claims by the Client's customers, users, or other third parties related to the Client's products or services.

Kairos Indemnification

Kairos agrees to indemnify, defend, and hold harmless the Client from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees) arising out of or related to: (a) gross negligence or willful misconduct by Kairos in the performance of services; (b) any materials created solely by Kairos (excluding Client-provided content) that infringe upon the intellectual property rights of any third party; or (c) any material breach by Kairos of these Terms or the applicable SOW.

The indemnified party shall: (i) promptly notify the indemnifying party in writing of any claim; (ii) grant the indemnifying party sole control of the defense and settlement of the claim; and (iii) provide reasonable cooperation at the indemnifying party's expense.

12 Advertising Platform Compliance

As a professional digital marketing agency, Kairos is committed to operating within the advertising guidelines and policies established by all major advertising platforms. The following provisions apply to our advertising management services:

• Platform Guidelines: Kairos creates and manages advertising campaigns in compliance with the advertising policies of Meta (Facebook and Instagram), Google, TikTok, and all other platforms used in the engagement. We stay current with policy updates and adjust our practices accordingly.
• Client Content Responsibility: Account suspensions, ad rejections, or policy violations that result directly from the nature of the Client's products, services, claims, or content provided by the Client are the sole responsibility of the Client. Kairos shall not be held liable for account penalties arising from Client-provided content or the inherent nature of the Client's business.
• Right to Refuse: Kairos reserves the right to refuse to create, publish, or manage any advertising campaign or content that, in our reasonable professional judgment, violates or is likely to violate platform advertising policies, applicable laws, or ethical standards. We will notify the Client and work collaboratively to find compliant alternatives.
• Account Ownership: All advertising accounts used for campaigns remain the property of the Client. Kairos accesses these accounts as an authorized agent or partner. The Client is ultimately responsible for the compliance status of their advertising accounts.
• Policy Changes: Advertising platforms frequently update their policies. Kairos shall use commercially reasonable efforts to adapt campaigns to policy changes, but we cannot guarantee uninterrupted campaign delivery when platforms implement new restrictions or requirements.

13 Data Protection

Kairos Digital Growth LLC takes the protection of personal data seriously. The following data protection provisions apply to our services:

• Privacy Policy: Our collection, use, and processing of personal data is governed by our Privacy Policy, which is incorporated into these Terms by reference. By engaging our services, you acknowledge that you have read and understood our Privacy Policy.
• Client Data: In the course of providing services, we may process personal data on behalf of the Client, including customer lists, email subscriber data, advertising audience data, and analytics information. We process such data solely for the purpose of delivering the contracted services and in accordance with the Client's instructions.
• Data Processing Agreement: For clients subject to the European Union's General Data Protection Regulation (GDPR), the UK GDPR, or similar international data protection laws, a Data Processing Agreement (DPA) is available upon request. The DPA shall detail the nature and purpose of processing, data categories, retention periods, and technical and organizational security measures.
• Applicable Laws: We comply with applicable data protection laws, including but not limited to the California Consumer Privacy Act (CCPA), the CAN-SPAM Act, and other applicable federal and state privacy regulations. We implement commercially reasonable technical and organizational measures to protect personal data from unauthorized access, disclosure, alteration, or destruction.
• Data Breach Notification: In the event of a data breach affecting Client data, Kairos shall notify the Client without undue delay and cooperate in any investigation and remediation efforts.

14 Dispute Resolution

In the event of any dispute, controversy, or claim arising out of or relating to these Terms, any SOW, or the services provided hereunder, the parties agree to the following dispute resolution process:

1. Good Faith Negotiation: The parties shall first attempt to resolve any dispute through good faith negotiation. Either party may initiate the negotiation process by providing written notice to the other party describing the dispute in reasonable detail. The parties shall use commercially reasonable efforts to resolve the dispute within thirty (30) days of such notice.
2. Mediation: If the dispute is not resolved through negotiation within thirty (30) days, either party may initiate non-binding mediation. Mediation shall be conducted in Albuquerque, New Mexico, by a mutually agreed-upon mediator. The costs of mediation shall be shared equally between the parties, with each party bearing its own attorney's fees during the mediation process.
3. Litigation: If the dispute remains unresolved after mediation, or if mediation is not initiated within sixty (60) days of the initial dispute notice, either party may pursue resolution through the state or federal courts located in Bernalillo County, New Mexico. Both parties consent to the exclusive jurisdiction and venue of such courts.
4. Attorney's Fees: In any legal proceeding arising from or related to these Terms, the prevailing party shall be entitled to recover its reasonable attorney's fees, court costs, and other litigation expenses from the non-prevailing party.
5. Continued Performance: Unless the dispute involves non-payment by the Client, both parties shall continue to perform their respective obligations under these Terms and the applicable SOW during the pendency of any dispute resolution process.

15 Modifications to Terms

Kairos Digital Growth LLC reserves the right to update, modify, or revise these Terms of Service at any time at our sole discretion. When we make changes, we will update the "Last Updated" date at the top of this page.

For material changes that significantly affect your rights or obligations, we will make reasonable efforts to notify you through one or more of the following methods: (a) email notification to the address on file; (b) prominent notice on our website; or (c) direct communication during scheduled check-ins or status meetings.

Your continued use of our website or services after any modifications to these Terms constitutes your acceptance of the revised Terms. If you do not agree to the modified Terms, you must discontinue use of our website and provide written notice of termination in accordance with Section 9 of these Terms.

Notwithstanding the foregoing, any changes to these Terms shall not retroactively affect the terms of any existing SOW or service agreement that has been fully executed by both parties, unless both parties agree to such changes in writing.

16 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such finding shall not affect the validity, legality, or enforceability of the remaining provisions. The invalid 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. If such modification is not possible, the provision shall be severed from these Terms, and the remaining provisions shall continue in full force and effect.

17 Entire Agreement

These Terms of Service, together with our Privacy Policy, any applicable Statement of Work (SOW), Non-Disclosure Agreement (NDA), Data Processing Agreement (DPA), and any other documents expressly incorporated by reference herein, constitute the entire agreement between the Client and Kairos Digital Growth LLC with respect to the subject matter hereof.

These Terms supersede all prior and contemporaneous understandings, discussions, negotiations, representations, warranties, and agreements, whether written or oral, between the parties with respect to the subject matter hereof. No modification, amendment, or waiver of any provision of these Terms shall be effective unless made in writing and signed by an authorized representative of each party.

In the event of a conflict between these Terms and any SOW, the terms of the SOW shall prevail with respect to the specific engagement to which it applies, unless the SOW expressly states otherwise.

18 Contact Information

If you have any questions, concerns, or requests regarding these Terms of Service, please do not hesitate to contact us. We are committed to transparency and are happy to clarify any provision of these Terms.