TERMS OF SERVICE

Effective Date: 2/7/2026
Last Updated: 2/7/2026

THE SHORT VERSION

These are the rules for working with LevelUpX Solutions.

• You hire us to provide marketing services (websites, automation, ads, SEO, consulting)
• We deliver what we promise, you pay on time
• You can text STOP to opt out of messages anytime (but you’ll still get critical service notifications)
• We’re not responsible for things outside our control (Google algorithm changes, ad platform policies, carrier issues)
• Either of us can end the relationship with 30 days’ notice for monthly services
• You own your content and data; we own our systems and methods
• You must be 18+ to use our services or opt in to text messages
• If something goes wrong, we’ll work it out directly before involving lawyers
• Message and data rates may apply for SMS communications

By using our services, you agree to these terms. If you don’t agree, don’t use our services.

Read the full version below for important details about payments, SMS messaging, liability, and your rights.

1. WHO WE ARE & WHAT WE DO

LevelUpX Solutions (“we,” “us,” “our,” “LevelUpX”) is a marketing agency based in Mankato, Minnesota.

We Provide:

• Website design and development (WordPress sites)
• Marketing automation and CRM systems (GoHighLevel)
• Paid advertising management (Google Ads, Facebook/Instagram Ads)
• SEO and content marketing (Search Atlas)
• Email and SMS campaign management
• Social media content creation
• Strategic marketing consulting and custom roadmaps

Contact Information:

• Email: zachjanssen@levelupxsolutions.com
• Phone: +15074415977
• Website: levelupxsolutions.com
• Address: 334 Hudson Ave S, Mankato MN, 56001
• SMS Support: Reply HELP to any text message
• Hours: Monday-Friday, 9:00 AM – 5:00 PM Central Time

2. AGREEMENT TO TERMS

By doing any of the following, you agree to these Terms:

• Visiting our website
• Filling out a contact form or booking a discovery call
• Providing your phone number and opting in to text messages
• Signing a proposal or service agreement
• Using any of our services, tools, or resources
• Receiving text messages from us (see Section 7 for SMS-specific terms)

If you don’t agree to these Terms, don’t use our website or services.

Important Notes:

• You must be at least 18 years old to use our services or opt in to receive text messages
• These Terms apply to everyone: website visitors, discovery call participants, active clients, SMS subscribers
• We may modify these Terms at any time (changes are effective immediately upon posting)
• Your continued use after changes means you accept the updated Terms
• For SMS subscribers, significant changes will be communicated via text or email

Privacy: Your use of our services is also governed by our Privacy Policy at [insert URL], which explains how we collect, use, and protect your data.

3. HOW SERVICES WORK

3.1 Our Service Packages

Bottleneck Solutions (Tiered Packages): Tier-based solutions for specific growth problems:

• Bottleneck #1: Missed Leads (Tier 1-3 options)
• Bottleneck #2: Low Demand (Tier 1-3 options)
• Bottleneck #3: Poor Booking (Tier 1-3 options)
• Bottleneck #4: Invisible Online (Tier 1-3 options)
• Bottleneck #5: Weak Trust (Tier 1-3 options)

Plug-and-Play Services (Standalone):

• Starter Website ($900 setup + $80/mo hosting OR $1,100 one-time)
• Growth Website ($1,500 setup + $80/mo hosting OR $1,800 one-time)
• GoHighLevel Pipeline & Workflow Automation ($500 setup + $100/mo maintenance)
• Full GoHighLevel Build ($1,500 setup + $100-$300/mo maintenance)
• Full-Service Sales Funnel Creation (Starting at $2,000 setup + $500-$1,000/mo)
• Paid Ad Management ($500/mo per campaign + 10% of ad spend)
• Organic Social Media Content Marketing ($400/mo)
• Email & Text Campaigns ($400/mo + messaging rates)
• Seasonal Campaigns ($1,500 per 3-month campaign)

Custom Marketing Roadmaps: Comprehensive audits, strategic planning, and ongoing execution for businesses scaling beyond $500K+ (custom pricing $15K-$50K+).

3.2 How We Start Working Together

Step 1: Discovery Call

• Free initial consultation to understand your needs
• We assess if we’re a good fit
• No obligation, no sales pressure

Step 2: Proposal

• Written proposal outlining scope, deliverables, timeline, pricing
• Detailed breakdown of what’s included and what’s not
• Payment terms and schedule

Step 3: Agreement

• You sign the proposal or accept via email (email acceptance is legally binding)
• Payment processed (deposit for projects, first month for recurring services)
• Work begins

The proposal defines everything:

• Specific services we’ll provide
• Deliverables and milestones
• Timeline and deadlines
• Pricing breakdown (setup fees, monthly fees, ad spend, etc.)
• Payment terms
• Any exclusions or limitations

3.3 Scope Changes

Changes to the agreed scope require written approval from both parties (email is acceptable).

Examples of scope changes:

• Adding services mid-project
• Significant revisions beyond what was agreed
• Additional website pages, workflows, campaigns
• Increased ad spend or expanded geographic targeting
• Changes to timeline or deliverables

Cost implications: Scope changes may result in additional fees. We’ll notify you of any cost changes before proceeding with additional work.

3.4 What’s Included vs. Not Included

NOT INCLUDED (unless explicitly stated in your proposal):

• ❌ Ad spend (you pay Google, Facebook, etc. directly; we manage the campaigns)
• ❌ Third-party software licenses or subscriptions (unless specified)
• ❌ GoHighLevel subscription (you pay GHL directly; we build and manage your account)
• ❌ Stock photos, premium fonts, or paid media assets (unless specified)
• ❌ Services outside the agreed scope
• ❌ After-hours emergency support (handled case-by-case)
• ❌ Phone support outside business hours (M-F 9-5 Central)
• ❌ Carrier message and data charges (standard SMS rates apply)

INCLUDED (unless specified otherwise):

• ✅ Everything listed in your proposal
• ✅ Reasonable revisions within project scope
• ✅ Client support via email/text during business hours
• ✅ Standard project management and communication
• ✅ Access to our team (Zach for strategy, Bobby for automation)
• ✅ Training on systems we build for you
• ✅ Ongoing optimization (for monthly service clients)

4. YOUR RESPONSIBILITIES

You agree to:

4.1 Provide Information & Access

Timely:

• Respond to requests for information within 3-5 business days
• Attend scheduled calls/meetings (or reschedule with 24-hour notice)
• Review deliverables and provide feedback promptly
• Approve or reject proposals within the agreed timeframe

Complete:

• Access to necessary accounts and platforms (website, CRM, ad accounts, analytics, social media)
• Business information, branding assets, logos, photos, videos
• Customer data for campaigns (email lists, testimonials, case studies)
• Feedback on drafts, designs, and deliverables

Accurate:

• Provide truthful information about your business, goals, budget
• Disclose relevant information that may affect our work (legal issues, past marketing problems, industry restrictions)
• Update us if your business situation changes significantly

Delays caused by lack of client response may result in:

• Extended project timelines (no additional charge)
• Additional fees if delays exceed 30 days
• Reduced campaign effectiveness for time-sensitive work
• Paused work until information is provided

4.2 SMS Communication Responsibilities

If you opt in to receive text messages, you agree to:

• Provide an accurate mobile phone number that you own or are authorized to use
• Be at least 18 years of age
• Notify us within 48 hours if you change your phone number
• Maintain an active mobile account in good standing with your carrier
• Pay any message and data charges imposed by your carrier (we don’t charge for SMS, but your carrier may)
• Check messages regularly for time-sensitive information (appointment reminders, urgent notifications)
• Opt out by texting STOP if you no longer wish to receive messages

4.3 Legal Compliance

You’re responsible for:

• Ensuring all content you provide complies with applicable laws (copyright, trademark, privacy, defamation)
• Obtaining necessary permissions for photos, testimonials, and customer data you provide
• Following advertising platform policies (Google Ads, Facebook Ads policies)
• Complying with industry-specific regulations (medical, financial, legal advertising restrictions)
• Having appropriate legal agreements with your own customers (terms of service, privacy policy)

We’re not your lawyer. We don’t provide legal advice. You’re responsible for the legal compliance of your business and the content you provide.

4.4 Honesty & Good Faith

Work with us in good faith:

• Be honest about your budget constraints and timeline expectations
• Don’t withhold information that affects our ability to deliver results
• Communicate concerns or issues as they arise (don’t wait until the end)
• Be reasonable with revision requests and feedback
• Treat our team with respect (abusive behavior may result in termination)

5. PAYMENT TERMS

5.1 Pricing Structure

Pricing varies by service and is outlined in your proposal:

One-Time Fees:

• Setup fees for websites, funnels, automation builds
• Project-based fees for custom work
• Design and development fees

Recurring Monthly Fees:

• Maintenance and hosting
• Ongoing service management (ads, SEO, content)
• Retainer-based consulting

Variable Fees:

• Ad spend percentage (typically 10% of ad spend)
• Per-campaign fees
• À la carte services

Other Charges:

• Ad spend (paid directly to platforms like Google, Facebook)
• Third-party tools and subscriptions (if applicable)
• SMS message rates (carrier charges, not our fees)

All prices are in USD.

5.2 Payment Schedule

For One-Time Projects:

• 50% deposit due upon signing agreement
• Remaining 50% due upon project completion (before final delivery of files/access)

For Monthly Services:

• First month due upfront upon signing
• Recurring payments auto-billed on the same day each month
• Payment via credit card, ACH, or other agreed method

For Custom Roadmaps:

• Payment schedule in custom proposal (typically: 50% at kickoff, 25% after roadmap delivery, 25% upon implementation start)

For Ad Management:

• Monthly management fee billed separately from ad spend
• Ad spend paid directly to platforms (Google, Facebook, etc.)

5.3 Late Payments

Payment is due within 7 days of invoice date.

Late payments result in:

• Late fees of 1.5% per month (18% annual, or maximum allowed by law)
• Suspension of services until payment is received (we stop work)
• Termination of agreement for repeated non-payment (after 30 days overdue)
• Collection actions for invoices over 60 days past due

We reserve the right to pause all work until overdue invoices are paid. Active campaigns may be paused. Websites may display a payment notice. Access to deliverables will be withheld until payment is received.

Disputed charges: If you dispute a charge, contact us within 7 days of invoice. We’ll work with you to resolve the issue. Legitimate billing errors will be corrected and late fees waived.

5.4 Refund Policy

General Policy: All fees are non-refundable once work has begun.

Why? Once we start working on your project:

• We’ve allocated time and resources
• We’ve turned down other client work
• We’ve already delivered value (strategy, planning, initial work)

Exceptions:

✅ Custom Roadmap Guarantee: If you’re not satisfied with the roadmap after Phase 1 (Audit), we’ll refund 100% of the audit fee.

✅ Non-Delivery: If we fail to deliver agreed services within the agreed timeline (and the delay is our fault), you’re entitled to a prorated refund for undelivered work.

✅ Mutual Agreement: Refunds may be negotiated on a case-by-case basis for extenuating circumstances.

Not Eligible for Refunds:

• ❌ Ad spend (paid to platforms, non-refundable)
• ❌ Completed work or delivered assets (websites, content, campaigns)
• ❌ Monthly fees for services already rendered
• ❌ Change of mind after project begins
• ❌ Dissatisfaction with results (we guarantee effort, not outcomes)
• ❌ Third-party costs we’ve incurred (domain registration, stock assets, tool subscriptions)

5.5 Chargebacks

Initiating a chargeback without first attempting to resolve the issue directly may result in:

• Immediate termination of all services
• Revocation of access to all deliverables (websites taken offline, accounts locked)
• Legal action to recover fees, chargeback costs, and legal fees
• Reporting to collections agencies
• Blacklisting from future services

Please contact us first if there’s a billing issue. We’re reasonable people and will work with you to resolve legitimate concerns.

6. INTELLECTUAL PROPERTY & OWNERSHIP

6.1 What You Own

You retain ownership of:

• Your business name, logo, and brand assets
• Content you provide to us (photos, videos, text, testimonials)
• Your customer data and email lists
• Your trade secrets and proprietary business information

You receive ownership of (after full payment):

• Final website files and design assets
• Custom graphics and visual content created for you
• Ad copy and marketing content written for you
• Email/SMS message templates we create
• Campaign assets and creative materials
• Documentation and training materials

6.2 What We Own

We retain ownership of:

• LevelUpX brand, name, logo, and visual identity
• Our proprietary methods and frameworks (Bottleneck Framework, processes, templates)
• Our internal systems and tools
• Pre-existing code, design elements, and frameworks we use across projects
• Knowledge, strategies, and expertise we bring to projects
• Our custom-built automation templates and workflow libraries

6.3 Third-Party Property

Some deliverables include third-party elements:

• WordPress themes and plugins (licensed from their creators)
• Stock photos or fonts (if purchased for your project)
• Third-party software and APIs (GoHighLevel, Google services, etc.)
• Open-source code libraries

These remain the property of their respective owners and are subject to their licensing terms. You receive a license to use them as part of your deliverables, but you don’t own the underlying software.

6.4 Your License to Use Deliverables

Upon full payment, you receive:

• Non-exclusive, worldwide, perpetual license to use all deliverables
• Right to use deliverables for your business operations
• Right to modify content for your own use
• Right to transfer ownership if you sell your business

You may NOT:

• Resell, redistribute, or license deliverables to others for their use
• Claim our proprietary methods or systems as your own
• Use our frameworks, templates, or methods to compete with LevelUpX
• Remove copyright notices or attribution from code/templates
• Reverse-engineer our proprietary systems

6.5 Portfolio & Case Study Rights

We reserve the right to:

• Display your work in our portfolio and case studies
• Reference you as a client in marketing materials
• Share anonymized results and metrics in public content
• Take screenshots of work for promotional use
• Describe the work we did for you (without revealing confidential strategy)

If you require confidentiality:

• Let us know in writing before we begin work
• We’ll honor confidentiality requests (may affect pricing for high-profile clients)
• We can sign an NDA if needed

7. SMS/TEXT MESSAGING TERMS

7.1 SMS Program Overview

LevelUpX Solutions offers text messaging to communicate with clients and prospects.

By providing your mobile phone number and opting in, you consent to receive automated text messages (SMS/MMS) from us or our service provider (GoHighLevel).

Two Types of Messages:

TRANSACTIONAL (Service-Related) Messages:

• Appointment reminders (24-hour, 1-hour, 15-minute reminders)
• Booking confirmations and schedule changes
• Service status updates (project milestones, campaign launches)
• Account notifications (billing reminders, payment confirmations)
• System alerts (password resets, security notifications)
• Customer support responses
• Emergency communications (service interruptions, urgent client matters)

Transactional messages don’t require opt-in (they’re necessary for service delivery). You can’t opt out of transactional messages for active services, but you can update your preferences.

MARKETING (Promotional) Messages:

• Special offers and limited-time promotions
• Educational content and marketing tips
• New service announcements
• Event invitations and webinar notifications
• Newsletter highlights and industry insights
• Re-engagement campaigns (win-back offers for inactive contacts)
• Case studies and success stories

Marketing messages require explicit opt-in. You can opt out at any time while still receiving transactional messages.

7.2 How to Opt In

To receive text messages, opt in by:

✅ Website Forms: Check the SMS opt-in checkbox on contact forms, landing pages, or booking pages

✅ Text Confirmation: Reply “YES,” “START,” or “UNSTOP” to a confirmation message we send

✅ Verbal Consent: Provide consent during a phone call (we’ll send a text confirmation for your records)

✅ Service Agreement: Sign an agreement that includes SMS consent language

✅ Keywords: Text a keyword to our phone number (if we’ve provided one for a specific campaign)

By opting in, you confirm:

• You authorize LevelUpX Solutions and GoHighLevel to send automated texts to your mobile number
• You are the mobile account holder OR have authorization to receive texts at this number
• You are at least 18 years of age
• You understand consent is NOT required to purchase services (you can work with us without opting in to SMS)
• You agree that standard message and data rates may apply from your carrier
• You acknowledge messages may be sent using an automatic telephone dialing system
• Your consent applies only to LevelUpX Solutions (we don’t share your number with others for their marketing)

7.3 Message Frequency

How often you’ll hear from us:

• Transactional: 2-10 messages per month (varies based on appointment activity)
• Marketing: 2-8 messages per month (varies based on active campaigns)
• Maximum: No more than 15 messages per month total

Message content may include:

• Text messages (SMS) up to 160 characters
• Multimedia messages (MMS) with images, links, or media
• Links to booking pages, resources, or content
• Time-sensitive information requiring prompt attention

We will NEVER send:

• Spam or unsolicited messages to non-opted-in numbers
• Messages on behalf of third parties (we don’t rent our list)
• Viruses, malware, or harmful content
• Phishing attempts or fraudulent links

7.4 How to Opt Out (It’s Easy)

To stop receiving marketing messages, use any of these methods:

📱 Text STOP: Reply STOP, END, QUIT, CANCEL, UNSUBSCRIBE, or OPTOUT to any message

📧 Email: Send “Unsubscribe from SMS” to zachjanssen@levelupxsolutions.com

☎️ Call: Call +15074415977 and request SMS removal

After you opt out:

• You’ll receive one final confirmation text
• Marketing messages stop immediately (processed within 1 business day)
• You may still receive critical transactional messages for active services
• You can opt back in anytime by texting START, YES, or UNSTOP

Important: Opting out of SMS doesn’t affect your ability to use our services or receive email/phone communications.

7.5 Help & Support

Need help with SMS?

📱 Text HELP: Reply HELP or INFO to any message

You’ll receive: “LevelUpX Solutions: For help, contact +15074415977 or zachjanssen@levelupxsolutions.com. To opt out, reply STOP. Msg&data rates may apply.”

📧 Email: zachjanssen@levelupxsolutions.com
☎️ Phone: +15074415977
🕐 Hours: Monday-Friday, 9:00 AM – 5:00 PM Central Time
⏱️ Response Time: Within 1 business day

We Can Help With:

• Messages not being delivered
• Opt-in or opt-out issues
• Incorrect information in messages
• Reporting unsolicited messages
• Technical problems

7.6 Message & Data Rates Apply

IMPORTANT: Your mobile carrier may charge you for text messages.

What this means:

• Standard SMS/MMS rates from your carrier apply to messages we send
• Charges depend on your specific mobile plan
• Typical costs: $0.20-$0.50 per message for pay-per-use plans
• Unlimited texting plans usually include our messages at no extra cost
• Data charges may apply for MMS (messages with images/links)

You are responsible for:

• Any charges from your mobile carrier
• Understanding your plan’s messaging costs
• Contacting your carrier with questions about charges
• Opting out if you cannot afford message costs

We are NOT responsible for:

• Charges from your carrier
• Changes to your carrier’s pricing
• Network or carrier fees

Check with your carrier for details about your plan and costs.

7.7 Supported Carriers

Our SMS program works with major U.S. carriers:

AT&T, Verizon Wireless, T-Mobile, Sprint, U.S. Cellular, Boost Mobile, Cricket Wireless, MetroPCS, Virgin Mobile, C Spire Wireless, and most regional carriers.

Not all carriers listed. Contact your carrier to confirm SMS support.

7.8 Carrier Liability Disclaimer

CARRIERS ARE NOT LIABLE FOR DELAYED OR UNDELIVERED MESSAGES.

Important disclaimers:

❌ No Delivery Guarantee: Carriers (AT&T, Verizon, T-Mobile, etc.) don’t guarantee message delivery. Messages may be delayed, blocked, or undelivered due to:

• Network congestion or outages
• Device being off or out of range
• Carrier spam filters
• Account issues (suspended, inactive)
• Full storage on your device
• Coverage gaps

❌ Carrier Discretion: Carriers may block messages, change policies, or charge fees at their discretion

❌ Not Our Fault: We’re not responsible for carrier network failures, spam filtering, delivery delays, or carrier policy changes

✅ Your Responsibility: Maintain an active phone number, keep your device on, ensure SMS is enabled, check messages regularly, notify us if you change numbers

📞 Delivery Issues? If you consistently don’t receive messages, contact your carrier first to verify SMS is enabled and your account is active. Then contact us.

7.9 Age Restriction (18+ Only)

YOU MUST BE AT LEAST 18 YEARS OLD TO OPT IN TO TEXT MESSAGES.

By opting in, you confirm:

• You are 18 years of age or older
• You can legally consent to automated messages
• You have authority to provide consent for the mobile number you submitted

Why 18+ only:

• Our services are for business owners and professionals
• We comply with laws restricting automated communications to minors
• Content includes business and financial information for adults

If you are under 18: You may not opt in. If we discover you’re under 18, we’ll remove your number immediately.

Parents/Guardians: If a minor provided their number without authorization, contact us immediately at [insert email] and we’ll remove it.

7.10 Privacy & Data Handling

Your phone number and SMS data are handled according to our Privacy Policy ([insert URL]).

What we collect:

• Mobile phone number
• Opt-in/opt-out dates and methods
• Message delivery status
• Message engagement (clicks, replies)
• Device and carrier information

Who we share with:

• GoHighLevel (our SMS platform) – sends messages on our behalf
• Mobile carriers – for message routing and delivery
• Carrier aggregators – for message delivery

What we DON’T do:

• Sell your phone number to third parties
• Share your number for others’ marketing
• Use your number for undisclosed purposes

Security: Your number is encrypted and stored securely. Access is restricted to authorized personnel only.

7.11 TCPA Compliance

We comply with the Telephone Consumer Protection Act (TCPA) and all FCC regulations.

Your TCPA rights:

• Prior express written consent required for marketing messages
• You can revoke consent anytime
• We honor opt-outs within 1 business day
• Messages sent only during permitted hours (8 AM – 9 PM your local time)
• We don’t call numbers on the Do Not Call Registry without consent

To report TCPA violations: Contact [insert email] with details. We take compliance seriously and investigate all reports.

7.12 Message Delivery Limitations

We cannot guarantee:

• Delivery of every message
• Delivery speed or timing
• Receipt of your replies
• Compatibility with all devices or carriers

Factors affecting delivery:

• Carrier network status and coverage
• Device capability (SMS/MMS support)
• Carrier spam filters
• Account status with your carrier
• Message queue congestion
• International roaming

If you’re not receiving messages:

1. Verify your phone is on and has service
2. Check that SMS/MMS is enabled
3. Confirm you haven’t blocked our number
4. Contact your carrier
5. Contact us for assistance

7.13 SMS Service Disclaimer

SMS SERVICES PROVIDED “AS IS” WITHOUT WARRANTIES.

We disclaim warranties for:

• Guaranteed delivery or timing
• Uninterrupted or error-free service
• Compatibility with all carriers/devices

Limitation of Liability: We’re not liable for delayed, failed, or undelivered messages; carrier fees; device issues; or unauthorized access to your messages.

Maximum Liability: Total liability for SMS-related claims limited to the amount you paid us in the 12 months prior.

8. GUARANTEES & DISCLAIMERS

8.1 What We Guarantee

We guarantee:

• ✅ We’ll deliver the services outlined in your proposal
• ✅ Work completed by qualified professionals
• ✅ Industry best practices and reasonable care
• ✅ We’ll fix errors or bugs in our work at no charge (within 90 days of delivery)
• ✅ Honest, transparent communication throughout the project
• ✅ Adherence to agreed timelines (unless delays are your fault or outside our control)

8.2 What We DON’T Guarantee

We do NOT guarantee:

• ❌ Specific results (rankings, revenue, leads, conversions, ROI)
• ❌ Ad approval by platforms (Google and Facebook policies change constantly)
• ❌ Your business will grow or succeed (that depends on many factors)
• ❌ Immunity from algorithm changes (Google, Facebook, etc.)
• ❌ Third-party tools will never break or change
• ❌ Specific timelines if delays are caused by you or external factors
• ❌ SMS message delivery by carriers
• ❌ Compatibility with future platform updates

Marketing is not magic. Results depend on factors outside our control: your business model, your market, your competition, your pricing, economic conditions, platform changes, and customer behavior.

8.3 Third-Party Platform Disclaimer

We have NO control over:

• Google algorithm updates or search ranking changes
• Facebook/Meta policy changes or ad account restrictions
• Ad platform account suspensions, bans, or limitations
• Email deliverability or spam filter decisions
• GoHighLevel platform changes, downtime, or policy updates
• SMS carrier filtering or blocking decisions
• Any third-party tool or service we integrate with
• API changes that break integrations

We’re not liable for issues caused by third-party platforms. If Google changes their algorithm and your rankings drop, that’s not our fault. If Facebook bans your ad account for violating their policies, that’s not our fault. If your carrier blocks our messages, that’s not our fault.

9. LIMITATION OF LIABILITY

9.1 Maximum Liability

Our total liability for any claim is limited to the amount you paid us in the 12 months prior to the claim.

Example: If you paid us $5,000 in the last year, our maximum liability is $5,000. Even if you claim you lost $50,000 in revenue, we’re only liable up to what you actually paid us.

9.2 Excluded Damages

We are NOT liable for:

• Lost profits, revenue, or business opportunities
• Indirect, incidental, or consequential damages
• Damages caused by third-party platforms or tools
• Damages from your use or misuse of deliverables
• Damages from unauthorized access to your accounts
• Acts of God, pandemics, natural disasters, war, terrorism
• Government actions, regulations, or shutdowns
• Internet outages or infrastructure failures
• SMS carrier delivery failures or filtering

Translation: We’re only liable for direct damages up to what you paid us. We’re not responsible for lost business, missed opportunities, or problems caused by things outside our control.

9.3 Exceptions

These limitations DON’T apply to:

• Our gross negligence or intentional misconduct
• Violations of law that can’t be limited
• Personal injury or property damage we directly cause
• Fraud or willful deception

10. WARRANTIES DISCLAIMED

SERVICES PROVIDED “AS IS” AND “AS AVAILABLE.”

We disclaim all warranties, express or implied, including:

• Merchantability or fitness for a particular purpose
• Non-infringement of third-party rights
• Uninterrupted or error-free service
• Specific results or outcomes
• Compatibility with all platforms or devices
• SMS message delivery or reliability

Third-party tools: We use WordPress, GoHighLevel, Google services, Facebook, Search Atlas, and other platforms we don’t control. We’re not responsible for their performance, availability, changes, or policies.

Your due diligence: You’re responsible for reviewing deliverables before approval, testing websites/funnels before launch, backing up your data, and ensuring legal compliance.

11. TERMINATION

11.1 How to End the Relationship

For Monthly Services: Either party may terminate with 30 days’ written notice (email is acceptable).

Example: If you want to cancel ad management services, send us an email on May 1st. Services continue through May 31st. Final bill on June 1st. Relationship ends June 1st.

For Project-Based Work: Either party may terminate mid-project, but:

• You pay for work completed to date (prorated based on milestones)
• We provide all completed deliverables upon payment
• Refunds determined case-by-case (see Section 5.4)

11.2 Termination for Cause

We may terminate immediately if you:

• Fail to pay invoices (more than 30 days overdue)
• Breach these Terms in a material way
• Engage in abusive, threatening, or illegal behavior toward our team
• Use our services for illegal purposes
• Provide false or misleading information
• Repeatedly fail to provide necessary information or access

You may terminate immediately if we:

• Fail to deliver agreed services without valid reason
• Breach these Terms in a material way
• Engage in fraudulent or illegal conduct

11.3 What Happens After Termination

Upon termination:

• ✅ You must pay all outstanding invoices (work completed before termination)
• ✅ We provide access to deliverables (after full payment)
• ✅ Monthly services stop at end of current billing period (no mid-month refunds)
• ✅ We return your data and assets within 30 days (if requested)
• ✅ Your SMS opt-in status is retained (you can opt out separately by texting STOP)
• ❌ No refunds for services already rendered
• ❌ Licenses to our proprietary systems/tools are revoked
• ❌ Access to our platforms and accounts is revoked

Websites: If you terminate hosting services, you’re responsible for migrating your site to another host within 30 days. After 30 days, your site may be taken offline.

Deliverables: You retain ownership of paid deliverables (see Section 6). We retain ownership of our methods and systems.

12. CONFIDENTIALITY

12.1 What’s Confidential

Both parties agree to keep confidential:

• Business strategies, plans, and proprietary methods
• Customer data, email lists, and sensitive business information
• Financial information (revenue, costs, margins)
• Any information marked “confidential” or reasonably understood to be confidential
• Trade secrets and competitive information

12.2 Exceptions

Confidentiality doesn’t apply to:

• Information that’s publicly available (not through a breach)
• Information we’re legally required to disclose (court order, subpoena)
• Information needed to provide services (e.g., sharing data with GoHighLevel or Google to run campaigns)
• Information independently developed without using confidential information

12.3 Duration

Confidentiality obligations survive for 2 years after termination of services.

13. DISPUTE RESOLUTION

13.1 Try to Work It Out First

Before involving lawyers or arbitrators, both parties agree to:

Step 1: Direct communication via email or phone to discuss the issue

Step 2: Good-faith negotiation with decision-makers (not just support staff)

Step 3: Mediation with a neutral third-party mediator (if necessary and both parties agree)

Most disputes can be resolved this way. We’re reasonable people. You’re (hopefully) reasonable people. Let’s talk it out.

13.2 Binding Arbitration

If informal resolution fails, disputes will be resolved through binding arbitration.

Arbitration details:

• Location: Mankato, Minnesota (or mutually agreed location/virtual)
• Rules: American Arbitration Association (AAA) Commercial Arbitration Rules
• Arbitrator: Single arbitrator selected per AAA rules
• Decision: Final and binding (very limited appeal rights)

What arbitration means:

• ✅ No jury trial (arbitrator decides)
• ✅ Limited discovery (faster, cheaper)
• ✅ Faster resolution than court
• ✅ Lower costs than litigation
• ✅ Confidential proceedings
• ❌ Very limited ability to appeal

Each party pays: Own attorney fees (unless arbitrator awards fees to the prevailing party under applicable law).

13.3 Exceptions to Arbitration

Either party may pursue:

• Small claims court (for disputes under $10,000)
• Injunctive relief to protect intellectual property (emergency court orders to stop infringement)
• Collection actions for unpaid invoices (we can sue in court to collect debt)

13.4 No Class Actions

You agree to resolve disputes individually, not as part of a class action, collective action, or representative proceeding.

Translation: You can’t join with other clients to sue us as a group. Disputes must be handled one-on-one.

14. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless LevelUpX Solutions from any claims, damages, or expenses arising from:

• Your breach of these Terms
• Your violation of laws or third-party rights
• Content you provide (if it infringes copyright, defames someone, violates privacy, etc.)
• Your use or misuse of our deliverables
• Your business operations and marketing activities
• False or misleading information you provided
• Your failure to comply with ad platform policies

Translation: If someone sues us because of something you did, you’re responsible. If you give us copyrighted photos without permission and we use them in your ad, and the photographer sues us, you’re on the hook.

Example scenarios where you’d indemnify us:

• You provide customer testimonials without getting written consent, customer sues for privacy violation
• You ask us to make claims in ads that violate FTC guidelines, FTC fines us
• You violate Facebook ad policies and Facebook sues us (unlikely, but possible)
• Content you gave us infringes someone’s copyright or trademark

15. GENERAL LEGAL TERMS

15.1 Entire Agreement

These Terms, together with your proposal/service agreement, constitute the entire agreement between you and LevelUpX. They supersede all prior agreements, understandings, or representations (written or oral).

If there’s a conflict: Your signed proposal controls over these general Terms for that specific project.

15.2 Modifications

We may update these Terms at any time. Changes are effective immediately upon posting to our website.

For active clients: Significant changes will be communicated via email or SMS. Continued use of services after changes means you accept updated Terms.

15.3 Severability

If any part of these Terms is found unenforceable, the rest remains in effect. The unenforceable part will be modified to be enforceable while maintaining the original intent.

15.4 No Waiver

Our failure to enforce any provision doesn’t waive our right to enforce it later. Just because we let something slide once doesn’t mean we always will.

15.5 Assignment

You may not transfer or assign your rights under these Terms without our written consent.

We may assign or transfer our rights to another company (e.g., if LevelUpX is acquired). We’ll notify you if this happens.

15.6 Governing Law

These Terms are governed by the laws of the State of Minnesota, USA, without regard to conflict of law principles.

Any litigation (if arbitration doesn’t apply) must be brought in state or federal courts in Blue Earth County, Minnesota.

15.7 Force Majeure

We’re not liable for delays or failures caused by events beyond our reasonable control:

• Natural disasters (hurricanes, earthquakes, floods)
• Pandemics or public health emergencies
• Government actions, regulations, or shutdowns
• War, terrorism, or civil unrest
• Internet outages or infrastructure failures
• Third-party platform failures (GoHighLevel goes down, Google has an outage)
• Power outages or utility failures
• Strikes or labor disputes
• SMS carrier network failures

If a force majeure event occurs: We’ll notify you, make reasonable efforts to resume service, and may extend deadlines proportionally.

15.8 Independent Contractors

You and LevelUpX are independent contractors. Nothing in these Terms creates a partnership, joint venture, franchise, employment, or agency relationship.

What this means:

• We’re not your employees (no payroll taxes, workers comp, benefits)
• You’re not our employees
• Neither party can bind the other to contracts with third parties
• No fiduciary duty exists between us

15.9 Survival

Sections that survive termination:

• Payment obligations (you still owe us for work done)
• Intellectual property provisions
• Confidentiality obligations (for 2 years)
• Limitation of liability
• Dispute resolution and arbitration
• Indemnification
• General legal terms

Translation: Even after we stop working together, certain obligations continue (especially paying us and not stealing our stuff).

15.10 Language

These Terms are drafted in English. If translated, the English version controls in case of discrepancies.

15.11 Electronic Signatures

Electronic signatures, email acceptances, and digital agreements are legally binding and have the same effect as handwritten signatures.

Example: When you reply to our proposal email with “I agree” or “Let’s do this,” that’s legally binding.

15.12 Notices

Legal notices must be sent to:

To LevelUpX Solutions:
Email: zachjanssen@levelupxsolutions.com
Mail: LevelUpX Solutions, 334 Hudson Ave, Mankato, MN 56001

To You:
The email or mailing address you provided

Notices are effective:

• Email: 24 hours after sending (assuming no bounce-back)
• Mail: 3 business days after mailing

16. CONTACT & SUPPORT

Questions about these Terms?

📧 Email: zachjanssen@levelupxsolutions.com
☎️ Phone: +15074415977
📱 SMS: Reply HELP to any text message
🏢 Mail: LevelUpX Solutions, 334 Hudson Ave, Mankato, MN 56001
🕐 Hours: Monday-Friday, 9:00 AM – 5:00 PM Central Time
⏱️ Response Time: Within 2-3 business days for general inquiries; within 1 business day for urgent matters

Links:

• Privacy Policy: PRIVACY POLICY – LevelupX Solutions
• Terms of Service: TERMS OF SERVICE – LevelupX Solutions

17. ACCEPTANCE

By using our website, booking a call, signing a proposal, providing your phone number, or engaging our services, you acknowledge that you:

✅ Have read and understood these Terms of Service
✅ Agree to be bound by these Terms
✅ Are at least 18 years of age
✅ Have the authority to enter into this agreement
✅ Understand that electronic acceptance is legally binding

If you do not agree, do not use our services.

Last Updated: 2/7/2026