Effective date: February 23, 2026
These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and EDGIFY LLC, doing business as EDGIFY Digital ("EDGIFY," "Agency," "we," "us," or "our"), a limited liability company organized under the laws of the State of New Mexico, with its principal place of business at 1209 Mountain Road PL NE, Suite R, Albuquerque, NM 87110, United States.
By accessing our website EDGIFYdigital.com (the "Site"), engaging our services, executing a Statement of Work, or otherwise entering into a business relationship with EDGIFY, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety. If you are entering into these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms.
If you do not agree to these Terms, you must not access our Site or use our services. We reserve the right to refuse service to anyone at our sole discretion.
EDGIFY is a full-service digital marketing agency that provides a comprehensive range of online marketing and digital strategy services. Our service offerings include, but are not limited to:
The specific services to be provided to each Client will be detailed in an individual Statement of Work ("SOW") or service proposal agreed upon by both parties. EDGIFY reserves the right to update, modify, or discontinue any service offering at any time, provided that any changes affecting active client engagements will be communicated with reasonable advance notice.
To engage our services, you may be required to create a client account and provide accurate, complete, and current information about yourself and your business. You are responsible for maintaining the confidentiality of any account credentials and for all activities that occur under your account.
As a Client, you agree to the following responsibilities:
All services provided by EDGIFY shall be governed by a Statement of Work (SOW) or service proposal that outlines the specific deliverables, timelines, milestones, and any assumptions or dependencies. The SOW, together with these Terms, forms the complete agreement for the services described therein.
Any work requested by the Client that falls outside the scope defined in the applicable SOW shall be considered additional work and will require a separate written change order or addendum agreed upon by both parties before commencement. Additional work may be subject to additional fees and adjusted timelines.
EDGIFY will use commercially reasonable efforts to meet agreed-upon deadlines and deliverables. However, timelines are estimates unless expressly stated otherwise, and may be impacted by factors including but not limited to the timeliness of Client feedback, the complexity of changes requested, third-party platform limitations, and the availability of necessary resources or information.
Fees for services provided by EDGIFY are outlined in the applicable SOW or service proposal. Unless otherwise specified, our standard billing terms are as follows:
All fees are quoted and payable in United States Dollars (USD) unless otherwise agreed. The Client is responsible for any applicable taxes, duties, or government-imposed charges associated with the services, excluding taxes based on EDGIFY's net income.
Upon full payment of all fees due, EDGIFY assigns to the Client all rights, title, and interest in the final deliverables specifically created for the Client under the applicable SOW ("Client Deliverables"), including but not limited to custom website designs, ad copy, original graphics, and campaign-specific content.
Notwithstanding the foregoing, EDGIFY retains all rights to: (a) pre-existing intellectual property, tools, templates, frameworks, code libraries, methodologies, and processes developed independently by EDGIFY ("Agency Tools"); (b) general know-how, skills, techniques, and experience gained during the engagement; and (c) any anonymized or aggregated data derived from the services that does not identify the Client. EDGIFY grants the Client a non-exclusive, perpetual license to use any Agency Tools incorporated into the Client Deliverables solely for the Client's internal business purposes.
The Client retains all ownership rights to materials, content, trademarks, logos, data, and other intellectual property provided to EDGIFY for use in performing the services ("Client Materials"). The Client grants EDGIFY a non-exclusive, revocable license to use Client Materials solely for the purpose of performing the agreed-upon services during the term of the engagement.
Unless the Client provides written notice to the contrary, EDGIFY may display the work performed for the Client in EDGIFY's portfolio, case studies, and marketing materials, and may identify the Client as a client of EDGIFY.
Each party acknowledges that, in the course of the engagement, it may receive or have access to confidential and proprietary information of the other party ("Confidential Information"). Confidential Information includes, but is not limited to, business strategies, marketing plans, customer data, financial information, trade secrets, technical data, pricing, and any information designated as confidential.
Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without the prior written consent of the disclosing party, except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information only for the purposes of performing obligations or exercising rights under these Terms.
These confidentiality obligations shall survive the termination of these Terms for a period of three (3) years, except with respect to trade secrets, which shall be protected for as long as they remain trade secrets under applicable law. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was known to the receiving party prior to disclosure; (iii) is independently developed by the receiving party; or (iv) is disclosed pursuant to a legal requirement, provided reasonable notice is given to the disclosing party.
EDGIFY is committed to protecting the privacy and security of personal data processed in connection with our services. Our collection, use, and handling of personal data is governed by our Privacy Policy, which is incorporated into these Terms by reference.
When EDGIFY processes personal data on behalf of a Client in the course of providing services (for example, managing advertising audiences or email marketing lists), EDGIFY acts as a data processor and the Client acts as the data controller. In such cases, EDGIFY will process personal data only in accordance with the Client's documented instructions and applicable data protection laws, including the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and other applicable privacy regulations.
Both parties agree to implement appropriate technical and organizational measures to protect personal data against unauthorized access, loss, or destruction. The Client is responsible for ensuring that it has obtained all necessary consents and legal bases for the personal data it provides to or instructs EDGIFY to process.
EDGIFY warrants that it will perform the services in a professional and workmanlike manner, consistent with generally accepted industry standards for digital marketing agencies. EDGIFY further warrants that its personnel have the skills, qualifications, and experience reasonably necessary to perform the services described in the applicable SOW.
IMPORTANT DISCLAIMER: Digital marketing results are inherently variable and depend on numerous factors beyond EDGIFY's control, including but not limited to market conditions, competitive landscape, search engine algorithm changes, platform policy updates, consumer behavior, seasonal trends, and the Client's own products, services, and pricing. EDGIFY does not guarantee any specific results, outcomes, rankings, traffic levels, conversion rates, or return on investment from the services provided.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, ALL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." EDGIFY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. EDGIFY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EDGIFY, ITS OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AGENTS, OR CONTRACTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF EDGIFY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EDGIFY's total aggregate liability arising out of or in connection with these Terms or any SOW shall not exceed the total fees actually paid by the Client to EDGIFY during the six (6) month period immediately preceding the event giving rise to the claim. This limitation applies to all causes of action in the aggregate, including but not limited to breach of contract, breach of warranty, negligence, and other torts.
The Client agrees to indemnify, defend, and hold harmless EDGIFY and its officers, directors, members, employees, agents, and contractors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) the Client's breach of these Terms; (b) the Client's use of the services in violation of applicable laws or regulations; (c) any Client Materials that infringe or misappropriate the intellectual property or other rights of any third party; (d) any claims by third parties arising from the Client's products, services, or business practices; or (e) the Client's failure to obtain necessary consents for the processing of personal data.
EDGIFY agrees to indemnify, defend, and hold harmless the Client from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of EDGIFY's gross negligence or willful misconduct in the performance of the services, or EDGIFY's infringement of a third party's intellectual property rights through work product created solely by EDGIFY that does not incorporate Client Materials or Client instructions.
These Terms become effective upon the date you first access our Site or engage our services, and remain in effect until terminated by either party. Individual service engagements are governed by the term specified in the applicable SOW.
Unless a different commitment period is specified in the SOW, all service engagements operate on a month-to-month basis and may be terminated by either party upon thirty (30) days' prior written notice to the other party. Written notice must be delivered via email to the designated contact addresses on file.
Either party may terminate these Terms or any SOW immediately upon written notice if: (a) the other party commits a material breach and fails to cure such breach within fifteen (15) days after receiving written notice thereof; (b) the other party becomes insolvent, files for bankruptcy, or ceases to conduct business in the normal course; or (c) continued performance becomes unlawful.
Upon termination: (i) the Client shall pay all fees for services rendered through the effective date of termination, including any work in progress; (ii) EDGIFY shall deliver to the Client all completed and in-progress Client Deliverables, subject to payment of all outstanding fees; (iii) each party shall return or destroy the other party's Confidential Information within thirty (30) days; and (iv) EDGIFY shall cooperate in the orderly transition of services, including providing reasonable access to accounts and campaign data managed on the Client's behalf.
During the term of any active service engagement and for a period of twelve (12) months following its termination, neither party shall, directly or indirectly, solicit, recruit, or hire any employee or contractor of the other party who was materially involved in the performance of services under these Terms, without the prior written consent of the other party.
This restriction does not apply to general employment advertisements or postings that are not specifically targeted at the other party's personnel, nor to individuals who independently approach a party without solicitation.
Neither party shall be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, epidemics or pandemics, war, terrorism, civil unrest, government actions or orders, labor disputes, power outages, internet or telecommunications failures, cyberattacks, or disruptions to third-party platforms essential to the services (such as Google, Meta, or other advertising platforms).
The affected party shall promptly notify the other party of the force majeure event and use commercially reasonable efforts to mitigate its impact and resume performance as soon as practicable. If a force majeure event continues for more than sixty (60) consecutive days, either party may terminate the affected services upon written notice without further liability.
These Terms and any disputes arising out of or in connection with these Terms or the services provided hereunder shall be governed by and construed in accordance with the laws of the State of New Mexico, United States of America, without regard to its conflict of laws principles.
Each party irrevocably consents to the personal jurisdiction of the state and federal courts located in Bernalillo County, New Mexico, for any proceedings that are not subject to the arbitration provisions set forth in Section 16 below.
The parties agree to attempt to resolve any dispute, controversy, or claim arising out of or relating to these Terms or the services through good-faith negotiation. If a dispute cannot be resolved through negotiation within thirty (30) days, either party may initiate binding arbitration.
Any arbitration shall be conducted in Albuquerque, New Mexico, in accordance with the rules of the American Arbitration Association (AAA) then in effect. The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties, or, failing agreement, appointed by the AAA. The arbitrator's decision shall be final and binding, and judgment on the award rendered may be entered in any court of competent jurisdiction.
Each party shall bear its own costs and attorneys' fees in connection with the arbitration, unless the arbitrator determines that the circumstances warrant an award of costs or fees to the prevailing party. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.
EDGIFY reserves the right to modify, amend, or update these Terms at any time. When we make material changes, we will update the "Effective date" at the top of this page and, where reasonably practicable, provide notice to active Clients via email or through a prominent notice on our Site.
Your continued use of our Site or services after the posting of modified Terms constitutes your acceptance of the revised Terms. If you do not agree to the modified Terms, you should discontinue use of our Site and services, and you may terminate any active service engagement in accordance with Section 12.
If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction or arbitrator, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, shall be severed from these Terms. The invalidity or unenforceability of any provision shall not affect the validity or enforceability of the remaining provisions, which shall continue in full force and effect.
These Terms, together with any applicable SOW, service proposals, change orders, and the Privacy Policy referenced herein, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous communications, proposals, negotiations, representations, and agreements, whether written or oral, relating to such subject matter.
No modification, amendment, or waiver of any provision of these Terms shall be effective unless in writing and signed or acknowledged by both parties. The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any rights not expressly granted herein are reserved.
If you have any questions, concerns, or requests regarding these Terms of Service, please contact us:
EDGIFY LLC (d/b/a EDGIFY Digital)
1209 Mountain Road PL NE, Suite R
Albuquerque, NM 87110, United States
Email: info@edgifydigital.com
Website: EDGIFYdigital.com
For formal legal notices related to these Terms, please send correspondence to the mailing address above, addressed to the attention of the Legal Department, or via email to info@edgifydigital.com with "Legal Notice" in the subject line.