Arrows Up, LLC - Terms of Service

These Terms of Service ("Terms"), in addition to our Policies (hereinafter defined), are a contract between Arrows Up, LLC ("Arrows Up", "We", "Us", or "Our") and you ("You", "Your", or "Client") and govern Your engagement with Arrows Up and use of Our Services (hereinafter defined), unless We have a custom agreement in place that references different terms.

In addition to these Terms, Your engagement with Arrows Up and use of Our Services is governed by Our Privacy Policy, Data Processing Agreement, any relevant Arrows Up Service Agreement(s) between You and Us, and any other policies we post (collectively, the "Policies"). The Terms and Policies together form the "Agreement".

Our Services

Arrows Up provides digital marketing and business consulting services designed to help businesses grow. "Our Services" include, but are not limited to:

• Website design and development, which may incorporate Our proprietary site templates to improve quality and reduce costs.

• Digital marketing services (paid advertising, SEO, demand generation, video production, etc.).

• Business systems integrations.

• Marketing, business, and technology consulting.

• First party tracking, analytics, and attribution solutions.

• Any other services as specified in a relevant Arrows Up Service Agreement.

In performing Our Services, we may use our proprietary technology ("Our Technology"), including but not limited to, our "Arrows Up Site Templates" (website templates to improve quality and reduce costs of web design) and our "Arrows Up Platform" (code used to power various features of our offerings).

Your engagement of Arrows Up and use of Our Services is subject to the Terms set out here.

License, Ownership, and Intellectual Property

Intellectual Property

Ownership of Deliverables

Upon full payment of all undisputed fees, You own the deliverables created specifically for You ("Deliverables"). This ownership includes:

• Design & Production Content: All finished design and production materials created specifically for You that are not part of Your website, including but not limited to ad creatives, video files, social media graphics, print layouts, and marketing copy.

• Website Front-End Assets: The final graphical layout of Your website, custom images, and website text.

• Custom Code: Any custom HTML, CSS, JavaScript, scripts, applications, or other code developed exclusively for Your specific implementation or as a standalone project. This includes code created for side projects or custom solutions that are unrelated to Your website, provided such code was developed exclusively for You and is not part of Our Technology.

This ownership is subject to any relevant Marketing License and Third-Party Assets provisions below, as well as any relevant AI-Generated Content limitations described in the "AI-Generated Content and Intellectual Property" section.

Third-Party Assets

You acknowledge that certain Deliverables or Custom Code may contain third-party materials, including but not limited to open source software, stock imagery, video footage, fonts, or other licensed assets (collectively, "Third-Party Assets"). Notwithstanding the "Ownership of Deliverables" section above, ownership and title to these Third-Party Assets remain with the respective licensor(s) (e.g., Adobe Stock, Google Fonts, or software library contributors). Your use of such assets is subject to the specific terms and restrictions of the applicable third-party licenses, which We will pass through to You to the extent permitted. You agree to comply with all such applicable licenses.

Creative Opt-Out: If You do not wish for Us to utilize stock photography or video assets in Your Deliverables (requiring 100% custom-shot footage), You must notify Us in writing prior to the commencement of the project.

Ownership of Our Technology & Platform Updates

We retain all rights, title, and interest in "Our Technology," including the Arrows Up Platform, Arrows Up Site Templates, and any proprietary software, trademarks, designs, or code used to power Our Services.

• Platform Modifications: For the avoidance of doubt, We retain sole ownership of any updates, modifications, modules, or enhancements made to the Arrows Up Platform or Our Technology. This applies even if such updates were developed to address Your specific needs, requests, or suggestions, or were paid for by You as part of a custom implementation. You generally do not acquire any ownership rights in the underlying platform code or core features.

• Feedback License: If You provide any suggestions, requests, or feedback regarding Our Technology or Our Services, You grant Arrows Up a perpetual, irrevocable, royalty-free license to use and incorporate such feedback into our offerings without compensation or attribution.

Limited License to You

To the extent that Your website directly incorporates any of Our Technology (such as embedded Site Templates), We grant You a non-exclusive, worldwide, royalty-free license to use, access, and display these materials solely in connection with Your website. This license applies only to Technology required for Your website to display and does not extend to the Arrows Up Platform backend or source code.

Marketing License

Unless otherwise agreed in writing, You grant Arrows Up a non-exclusive, worldwide, royalty-free license to use Your name, logo, and any content or deliverables generated by Arrows Up for You (including but not limited to website designs, ad creative, and video production) for the limited purpose of Arrows Up's own marketing, advertising, and promotional activities. This includes, without limitation, display in portfolio materials, case studies, social media, and on Arrows Up's website.

Publicity/Case Study

Unless otherwise agreed in writing, You agree that Arrows Up may devise a case study regarding Your engagement with Arrows Up, use of Our Services and the results achieved, and may use such case study for marketing purposes. Your active participation in the preparation of such a case study (e.g., providing direct quotes or participating in interviews) is entirely voluntary and at Your discretion. We agree to provide You with a copy of the final case study.

License to Use Our Technology

We grant You a limited, non-exclusive, non-transferable license to use Our Technology for Your business during Your active subscription. This license allows You to access and use Our Technology as intended in Your Arrows Up Service Agreement.

Fees, Payments, and Renewals

Service Fees: You agree to pay all applicable fees (including setup, subscription, processing fees, and taxes) as specified in Your Arrows Up Service Agreement. All payments are non-refundable unless otherwise stated.

Auto-Renewal: After Your Initial Term, as specified in Your Arrows Up Service Agreement, any monthly or subscription based service will automatically renew on a monthly basis unless You notify us in writing at least 30 days before cancellation.

Late Payments: We understand that administrative delays happen. However, to maintain our service standards, we require timely payments:

• Grace Period: Payments not received within seven (7) days of the due date are considered past due.

• Late Fee: Past-due balances will incur a late fee of 1.5% per month (or the maximum rate permitted by law) until paid in full.

• Service Interruption: If an account remains unpaid for thirty (30) days, Arrows Up reserves the right to temporarily pause Our Services, including advertising campaigns and access to the Arrows Up Platform, until the balance is brought current. We are not liable for any loss of revenue or platform learning phases resulting from such interruptions.

Billing Disputes: Please review your invoices promptly. If You believe there is an error, notify us in writing within fifteen (15) days of the invoice date so we can resolve it. Invoices not disputed within this timeframe will be considered accepted.

Collections: In the unlikely event Your account must be sent to a third-party collection agency, You agree to be responsible for reasonable costs associated with collection, including attorney fees.

Account Security

Security: Some aspects of Our Technology require credentialed access. You are responsible for maintaining the confidentiality of Your account credentials and for all activities under Your account. Notify us immediately if You suspect any unauthorized use.

Access: Certain areas of Our Technology may be restricted by a user's role. You are responsible for ensuring that Your team members have proper authorization.

We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

AI-Generated Content and Intellectual Property

Use of AI Tools

Arrows Up may utilize artificial intelligence ("AI") tools to assist in the generation of content, including but not limited to website copy, ad creative, code snippets, and image generation. These tools are used to enhance efficiency and provide cost-effective services.

Nature of Output

Because AI-generated output is produced automatically based on prompts, You acknowledge and agree that:

• Accuracy: Output may contain errors, hallucinations, or inaccuracies. You are responsible for the final review and approval of all content before it is published or utilized.

• Non-Uniqueness: AI-generated content may be similar or identical to content generated for other users of the same AI tools.

• Copyright Limitations: Current laws regarding the copyrightability of AI-generated works are evolving. Arrows Up does not warrant or guarantee that AI-generated content is eligible for copyright protection or trademark registration.

Human-Authored Work

If You require 100% human-authored content for the purposes of securing copyright or trademark rights, You must request this in writing prior to the commencement of the project. Such services may be subject to additional fees as specified in a separate Statement of Work.

Warranties, Disclaimers, Liability, and Indemnification

Warranties

Arrows Up Warranties

Arrows Up represents and warrants that: (a) it will perform Our Services in a professional and workmanlike manner in accordance with generally accepted industry standards; and (b) it has the legal right and authority to enter into this Agreement and perform its obligations hereunder.

Client Warranties

You represent and warrant that:

• You own or have secured all necessary licenses, rights, and permissions for all content, logos, trademarks, and data You provide to Arrows Up ("Client Content").

• The Client Content does not infringe upon the intellectual property, privacy, or publicity rights of any third party.

• You will comply with all applicable laws and regulations regarding Your industry, including but not limited to truth-in-advertising and data privacy laws.

• You have or will establish(ed) a valid legal basis (including, where required, prior opt-in consent) for the collection and processing of personal data via cookies, pixels, SDKs, and Our Proprietary Tracking (hereinafter defined) placed by or at Your direction; and that in required jurisdictions You operate a compliant Consent Management Platform (CMP) (IAB TCF v2.2 in the EEA/UK; comparable consent/opt-out in U.S. states). You will pass consent/opt-out signals to Arrows Up and third-party platforms and maintain auditable consent records.

• Your publicly posted Privacy Policy accurately and conspicuously discloses: (i) the categories of data collected (including via cookies/pixels and form fields), (ii) purposes (analytics, attribution, targeted advertising), (iii) categories of recipients (including Arrows Up as a service provider/processor and applicable ad platforms), (iv) whether data is "sold" or "shared" under U.S. state laws and how consumers can opt-out (including honoring GPC), (v) retention periods, (vi) cross-border transfers and transfer mechanisms, and (vii) a description of profiling/automated decision-making if used.

• You provide or will provide a "Do Not Sell or Share My Personal Information" link where required and to transmit opt-out and GPC signals to Arrows Up and platforms. Client will implement, or direct Us to implement, any configuration flags (e.g., Meta Limited Data Use, Google consent mode) to reflect the user's status.

• You will not cause the Services to collect or disclose: (i) Sensitive Personal Information (e.g., health diagnosis, precise geolocation, financial account numbers, government IDs, union membership, race/ethnicity, sexuality) or GDPR special categories, or (ii) data from users under 13 (or under 16 in EEA) without Arrows Up's prior written approval and a mutually executed addendum (e.g., a HIPAA BAA) and documented consent mechanisms. Client further represents its sites are not directed to children unless explicitly disclosed and separately contracted.

• You will not deploy pixels/session replay/chat widgets on: (i) authenticated health portals or pages revealing specific medical conditions or treatments (absent a BAA); (ii) pages containing video titles/IDs associated to a specific user unless VPPA compliance is met; (iii) pages capturing biometrics or faceprints; (iv) environments where twoparty call recording consent is required but not obtained.

• You will promptly (within 3 days) forward data subject/consumer requests (access, deletion, correction, opt-out) and to provide identifiers necessary for honoring them. Arrows Up will act on Client's documented instructions.

Disclaimer

Except for the express warranties set forth above, Our Technology and Services are provided “as is” and "as available" without warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability or fitness for a particular purpose.

Indemnification

By Arrows Up

We agree to defend, indemnify, and hold You harmless from and against any third-party claims, damages, liabilities, losses, or costs (including reasonable attorney fees) alleging that Your authorized use of Our Technology or Deliverables infringes upon the United States copyright or trademark rights of that third party. This indemnification obligation does not apply to claims arising from: (a) Client Content, Client data, or Client instructions; (b) modifications to the Deliverables not made by Us; or (c) use of the Deliverables in combination with third-party products or platforms not provided by Us; or (d) any Third-Party Assets (including open source software and stock media), provided that Arrows Up has passed through or assigned the applicable license to You.

By Client

You agree to defend, indemnify, and hold harmless Arrows Up (and Our affiliates, officers, directors, and employees) from and against any claims, damages, liabilities, losses, or costs (including reasonable attorney fees) arising out of or related to:

• Client Content & Data: Any text, images, video, customer data, or personal information You provide to Us, including claims that such content infringes the rights of a third party or violates applicable law;

• Your Instructions: Any action taken by Arrows Up in accordance with Your specific instructions, directives, or specifications (including but not limited to targeting criteria, pixel configuration, or data matching instructions);

• Violation of Law: Your violation of these Terms or any applicable laws or regulations (including data privacy and consumer protection laws).

• Third-Party Disputes: Any dispute between You and a third party (including Your customers, competitors, or Third-Party Platforms (hereinafter defined)) where Arrows Up is named as a party solely due to its provision of Services to You.

Limitation of Liability

Mutual Waiver of Consequential Damages

In no event will either party be liable for any indirect, incidental, special, exemplary, or consequential damages (including loss of revenue, data, profits, or business interruption) arising from or related to this Agreement, whether in contract, tort, or otherwise, even if the party has been advised of the possibility of such damages.

Liability Cap

Our total aggregate liability for any claims arising out of or related to this Agreement shall not exceed the fees You have actually paid to Arrows Up during the preceding six (6) months immediately prior to the event giving rise to the claim.

Third-Party Platforms and Services

You acknowledge that Our Services often rely on third-party platforms, including but not limited to Google, Meta (Facebook/Instagram), LinkedIn, and various search engines ("Third-Party Platforms"). Arrows Up has no control over the policies, algorithms, or internal operations of these Third-Party Platforms.

Arrows Up shall not be held liable for any actions taken by Third-Party Platforms that affect Your business, including but not limited to:

• The suspension, banning, or deletion of Your accounts.

• Sudden changes in advertising costs, reach, or algorithm rankings.

• Changes in platform Terms of Service or Privacy Policies.

• Technical downtime or outages of the Third-Party Platform.

Unless otherwise specified in Your Arrows Up Service Agreement, You are responsible for maintaining a valid payment method directly with the Third-Party Platform for all advertising spend ("Ad Spend"). Arrows Up is not responsible for any overspend caused by platform technical errors, bugs, or "glitches" within the Third-Party Platform's billing or bidding systems. You agree that Arrows Up's fees are separate from and in addition to any Ad Spend paid to Third-Party Platforms.

Changes and Termination

Changes to Terms

We may update these Terms or any policies from time to time. Changes that are material in nature shall not become effective for You until the day following the expiration of Your Initial Term (as this term is defined in the Arrows Up Service Agreement) or, if Your Initial Term has expired, on the first day of the second full calendar month next following such changes.

Termination

At or after the end of Your Initial Term (as specified in Your Arrows Up Service Agreement), either party may terminate Your Account by providing written notice of such termination at least 30 days in advance of the end of the then-current billing period. Upon termination, You must stop using Our Technology, and any outstanding fees will become immediately due.

Website Migration & Code Handoff

If You are current on all payments, You may request a copy of Your website or custom code assets within thirty (30) days of the termination date. To facilitate a smooth transition to a new provider, Our migration process is as follows:

• Website Assets Transfer The method of transfer depends on the type of website We managed for You:

  • Third-Party Platforms (CMS & Builders): For websites built on self-contained third-party platforms (such as WordPress, Squarespace, Shopify, or Webflow), We will provide You with administrative credentials or initiate a transfer of ownership for the account, allowing You to assume full control of the existing site.

  • Custom Code Deployments: For custom code-based websites deployed to servers or edge compute services (such as Cloudflare, AWS, or Netlify), We will provide You with the source code files to allow You to redeploy the site with a new provider. Note: This transfer encompasses the site's front-end and standard functionality but strictly excludes any proprietary Arrows Up backend code, APIs, or platform logic that may power specific features.

• Custom Code Transfer For any items defined as "Custom Code & Standalone Projects" in the "License, Ownership, and Intellectual Property" section, We will provide the raw source code files in a standard format (e.g., a .zip archive or repository export).

  • Dependencies: You acknowledge that Custom Code may require specific server environments, third-party libraries, or API keys to function, which You are responsible for configuring in Your new environment.

• Proprietary Features (Do Not Transfer): Please note that any dynamic features powered exclusively by Our Technology (such as specific CMS tools, backend workflows, proprietary plugins, or dashboard reporting) function only within our environment and will not transfer. The static export and custom code files provided do not include the backend logic of the Arrows Up Platform.

• Implementation: This export is provided as a final deliverable to assist Your new developer in rebuilding or migrating the site. Arrows Up does not provide installation services, debugging, or ongoing support for third-party hosting environments.

Data Processing and Privacy

Governance

Our processing of personal data is governed by Our Data Processing Agreement ("DPA"), which defines the roles of "Controller" and "Processor" and is incorporated into this Agreement by reference. The Parties acknowledge and agree that the DPA applies solely to personal information processed specifically through proprietary software owned and operated by Arrows Up, and does not apply to third-party tools or custom development hosted on Client infrastructure, as detailed in the DPA.

Proprietary Tracking

As part of Our Services and the Arrows Up Platform, Arrows Up offers a proprietary website and phone tracking solution ("Proprietary Tracking") that collects phone and website data, including but not limited to call logs, device information, IP addresses, browsing behavior, and form submissions. Proprietary Tracking is designed to support first-party attribution, analytics, and optimization for Your digital marketing and business systems. More details may be found on the Proprietary Tracking Data Collection Overview.

Operational Instructions

While the DPA governs data handling, You agree that for the purpose of Our Services (including the setup of websites, conversion tracking, and advertising), Arrows Up acts solely upon Your direction.

• Tracking & Pixels: We will configure tracking tools and pixels based on standard technical configurations intended to maximize platform performance (e.g., complying with Meta or Google's technical specifications for data signal). You are ultimately responsible for reviewing and approving the deployment and configuration of all tracking tools to ensure they align with Your risk tolerance and legal obligations.

  • This includes third-party platforms (e.g., Meta Pixel, Google Analytics, LinkedIn Insight Tag) and Our Proprietary Tracking.

• Compliance Disclosure: You acknowledge that Our Technology and Services may collect, process, and integrate various forms of data, including but not limited to:

  • Passive Tracking Data: Device information, IP addresses, and browsing behavior collected via Our Proprietary Tracking or third-party pixels.

  • Direct User Input: Information voluntarily submitted by users (e.g., via contact forms, lead generation tools, or checkout flows).

  • Business Intelligence & Transactional Data: Data ingested or synced from Your other business systems (e.g., CRM contacts, purchase history, offline conversion data, or product margins) for the purpose of attribution, reporting, or audience building.

  • Requirement: You are responsible for ensuring that all such data processing activities are accurately disclosed in Your Privacy Policy and comply with Your local regulatory requirements.

• Consent Mechanisms: We may provide templates, suggestions, or technical assistance regarding cookie consent banners or privacy disclosures. However, You are responsible for finalizing and approving the text and logic used in such mechanisms to ensure they meet Your specific legal obligations.

• Not Legal Advice: Any suggestions or configurations provided by Arrows Up regarding privacy settings, data collection methods, or tracking are based on technical platform documentation and are for informational purposes only. You must consult Your own legal counsel to ensure Your instructions to Us and Your final configurations comply with applicable law.

Confidentiality

Each party agrees to keep confidential all non-public information provided by the other party that is designated as confidential or reasonably should be understood to be confidential ("Confidential Information"). Neither party shall disclose Confidential Information to third parties except as necessary to perform Our Services or as required by law.

Mutual Non-Solicitation

Each party agrees that during the term of this Agreement, and for a period of twelve (12) months following the end of this Agreement, neither party will directly or indirectly solicit any employee of the other party.

Severability

If any provision of this Agreement or the Policies is found by a court to be invalid, unenforceable or illegal, the remaining provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

Governing Law and Dispute Resolution

Governing Law

These Terms and any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Missouri, without giving effect to any choice or conflict of law provision or rule.

Informal Resolution

Before filing any formal legal claim, You and Arrows Up agree to attempt to resolve the dispute informally. You must send a written notice of the dispute to legal@goarrowsup.com describing the nature of the claim. We will attempt to resolve the dispute with You via email or video conference. If the dispute is not resolved within thirty (30) days of the initial notice, either party may proceed to the next step.

Mediation

If the dispute cannot be resolved informally, both parties agree to participate in good faith in at least one non-binding mediation session before filing a lawsuit. The mediation shall be conducted by a neutral mediator located in St. Louis County or the City of St. Louis, Missouri, or conducted virtually via video conference (e.g., Zoom). The costs of the mediator shall be shared equally by the parties.

Exclusive Jurisdiction

If mediation is unsuccessful, You irrevocably agree that the state and federal courts located in St. Louis County or the City of St. Louis, Missouri, shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or Our Services.

Force Majeure

Neither party shall be liable for any failure or delay in performance under these Terms (other than for delay in the payment of money due and payable) for causes beyond that party's reasonable control and occurring without that party's fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems, computer attacks or malicious acts (such as attacks on or through the Internet), or service failures by third-party hosting or utility providers.

Contact Information

If You have any questions or concerns about these Terms, please contact us at:

Email: legal@goarrowsup.com
Mail: 9056 Watson Rd, St. Louis, MO 63126, United States