Terms of Service

Services

Thryv Marketing Solutions LLC ("Thryv") provides digital marketing services including local SEO, Google Business Profile management, reputation management, paid advertising, website design, and AI automation. All recurring services are provided on a month-to-month basis. No long-term contract is required.

Cancellation

Either party may terminate recurring services at any time by sending written notice to [email protected]. Cancellation is effective at the end of the current billing period. Fees already paid for the current period are non-refundable, and no further charges will be made after the cancellation date. One-time services (such as website builds) are not subject to this cancellation policy and follow the terms of the applicable statement of work.

Payment

Recurring services are billed monthly in advance on the billing date established at the start of the engagement. Payment is due within 7 days of invoice. Thryv reserves the right to pause services on accounts more than 14 days past due without prior notice. Ad spend for Google Ads, Meta, and other paid platforms is billed directly by the respective ad platform to the client's payment method on file, and is separate from Thryv's management fee. Thryv charges no setup fees, platform fees, integration fees, or other surcharges beyond the published monthly service fee.

Founding Client Rate

Clients who enroll during the founding client period lock in the discounted founding rate for the duration of their engagement. The founding rate applies to the base plan at enrollment and does not transfer to upgraded plans. Thryv reserves the right to adjust pricing for new clients at any time; existing clients on founding rates are not affected by price changes.

Client Responsibilities

Clients agree to provide timely access to required accounts (Google Business Profile, Google Ads, website CMS, etc.) and to respond to requests within a reasonable timeframe. Delays caused by client unresponsiveness do not suspend billing obligations.

Intellectual Property and Work Made for Hire

All deliverables created by Thryv for a client under a paid engagement — including content, ad copy, creative assets, website code, and design files — are works made for hire under 17 U.S.C. § 101. To the extent any deliverable does not qualify as a work made for hire under applicable law, Thryv hereby assigns to Client all right, title, and interest in such deliverable upon receipt of full payment for the applicable engagement.

Thryv retains ownership of any pre-existing tools, frameworks, templates, code libraries, or methodologies used in delivering services. Thryv grants Client a non-exclusive, perpetual license to use these pre-existing elements as incorporated into the deliverables. Thryv also retains the right to use anonymized performance data and aggregated case-study summaries for internal research and marketing, subject to client approval for any named references.

Account Access and Data Ownership

Clients retain ownership of their Google Business Profile, Google Ads, Meta Ads, website CMS, and any other third-party platform accounts. Access granted to Thryv is a limited license for the duration of the engagement, revocable by the client at any time. Upon termination, Thryv will remove its administrative access to client accounts within 7 business days. Performance history, audience data, conversion data, and keyword lists associated with the client's accounts remain with the client.

Mutual Indemnification

By Thryv: Thryv will defend, indemnify, and hold Client harmless from third-party claims that Thryv-created deliverables (excluding any content, brand assets, claims, or data provided by Client) infringe a third party's intellectual property rights, subject to the limitation of liability below.

By Client: Client will defend, indemnify, and hold Thryv harmless from third-party claims arising out of (a) content, brand assets, product or service claims, or contact lists provided by Client to Thryv, (b) Client's misuse of deliverables, (c) Client's violation of applicable law (including but not limited to TCPA, CAN-SPAM, FTC consumer-protection rules, and state consumer-protection statutes) in connection with the services, and (d) any inaccurate or misleading representations made by Client.

Telemarketing and Electronic Communications Compliance

Where Thryv provides AI Phone Receptionist, AI Lead Follow-Up, SMS automation, email automation, or other services that contact Client's customers or prospects, Client warrants that Client has obtained prior express written consent (where required by the Telephone Consumer Protection Act, the CAN-SPAM Act, the Florida Telephone Solicitation Act, and any other applicable federal, state, or local law) from each individual to whom such communications are directed. Client is solely responsible for the legality of contact lists supplied to Thryv. Thryv may decline to onboard contact lists for which Client cannot demonstrate consent, and may suspend services if a credible compliance concern arises during the engagement.

No Professional Advice

Thryv provides marketing services. Thryv does not provide legal, tax, accounting, medical, financial, or other licensed professional advice. Strategic recommendations are advisory; Client retains full discretion over implementation and is responsible for ensuring all marketing claims, content, and campaign decisions comply with applicable law and industry regulations for Client's business.

No Service-Level Agreement

Unless explicitly set out in a written statement of work signed by both parties, Thryv does not guarantee specific response times, uptime, delivery dates, or completion deadlines. Published response-time estimates (such as "typically within 24 hours") are good-faith targets, not contractual guarantees.

Limitation of Liability and Performance Disclaimer

Thryv does not guarantee specific ranking positions, review counts, lead volumes, conversion rates, or revenue outcomes. Marketing results depend on factors outside Thryv's control, including search-engine algorithm changes, advertising-platform policy changes, market conditions, competitor actions, seasonality, and client responsiveness. To the maximum extent permitted by law, Thryv's total cumulative liability for any and all claims arising from or related to services shall not exceed the fees paid by Client to Thryv in the three months preceding the event giving rise to the claim. In no event shall Thryv be liable for indirect, incidental, consequential, special, or punitive damages, including lost profits or business interruption.

Auto-Renewal Disclosure

Recurring services automatically renew on a month-to-month basis at the close of each billing period. Renewals are not subject to any new fee, surcharge, or rate increase except as previously communicated to Client in writing with at least 30 days' notice. Either party may stop renewal at any time per the Cancellation section above.

Force Majeure

Neither party is liable for failure or delay in performance caused by events outside its reasonable control, including acts of God, natural disasters, hurricanes, pandemics, war, civil unrest, government action, internet or telecommunications outages, or third-party platform failures (including search engines, ad platforms, and hosting providers). The affected party will use reasonable efforts to resume performance promptly.

Confidentiality

Both parties agree to keep the other's proprietary business information, strategies, and pricing confidential and not to disclose it to third parties without written consent. This obligation survives termination of the engagement.

Assignment

Neither party may assign these terms or any rights or obligations under them without the other party's prior written consent, except that either party may assign in connection with a merger, acquisition, or sale of substantially all its assets, provided the assignee assumes all obligations in writing.

Governing Law and Venue

These terms are governed by the laws of the State of Florida, without regard to its conflict-of-laws principles. Any dispute arising out of or related to these terms or the services shall be resolved in the state or federal courts located in Miami-Dade County, Florida, and both parties consent to the personal jurisdiction of such courts.

Severability and Entire Agreement

If any provision of these terms is found unenforceable, the remaining provisions remain in full force. These terms, together with any signed statement of work, constitute the entire agreement between the parties on the subject matter and supersede prior oral or written communications.

Contact

Questions about these terms: [email protected]