These Service Terms govern the services ARKTOP LLC (“ARKTOP,” “we,” “us,” or “our”) provides to its clients. They apply to every Order or Statement of Work entered into between ARKTOP and a client and, together with each Order, form the agreement between the parties.
These are distinct from our Website Terms of Use, which govern general use of arktop.com. Our handling of personal information in the course of providing services is governed by our Client Data Processing Terms.
Order or Statement of Work (SOW) — a proposal, order form, statement of work, or similar document signed or otherwise accepted by the client that describes the services, deliverables, fees, and term.
Services — the digital marketing, advertising, SEO, web development, analytics, and related services described in an Order.
Deliverables — the reports, creative assets, code, documents, and other materials ARKTOP produces for the client under an Order.
Order Start Date — the date the services under an Order begin, as stated in the Order or, if not stated, the date the Order is accepted.
Client Content — materials, data, brand assets, and information the client provides to ARKTOP for use in the services.
Each Order is governed by these Service Terms. By signing or accepting an Order, the client agrees to these terms. Where an Order and these Service Terms conflict, the Order controls for that engagement, except that these Service Terms control on matters of confidentiality, intellectual property, limitation of liability, and data processing unless the Order expressly states otherwise and is signed by both parties.
ARKTOP will provide the services described in each Order with reasonable skill and care. ARKTOP may use its discretion in the methods, tools, and personnel used to deliver the services unless the Order specifies otherwise.
The client acknowledges that ARKTOP’s services depend on the client’s timely cooperation, including providing access, approvals, content, and information. Where the client delays or fails to provide these, ARKTOP is not responsible for resulting delays or reduced results, and fees remain payable in full.
ARKTOP does not guarantee any specific result, ranking, traffic level, conversion rate, or return on advertising spend. Digital marketing outcomes depend on factors outside ARKTOP’s control, including platform algorithms, competition, market conditions, and the client’s own products, pricing, and website.
Fees for each engagement are set out in the applicable Order. Retainers are billed on the schedule stated in the Order.
Advertising spend. Advertising spend is separate from ARKTOP’s management fees. The client pays advertising platforms, including Meta and Google, directly using the client’s own payment method and accounts. ARKTOP does not fund, advance, or bill advertising spend, and pausing or reducing advertising spend does not reduce ARKTOP’s management fees.
Payment terms. Unless the Order states otherwise, invoices are due within 15 days of the invoice date. Fees are stated in US dollars and are exclusive of any applicable taxes, which are the client’s responsibility.
Late payment. Undisputed invoices not paid when due accrue interest at 1.5% per month, or the maximum rate permitted by law if lower. ARKTOP may suspend services on undisputed fees more than 15 days overdue, on two business days’ written notice.
Non-refundable. Fees are non-refundable except as expressly stated in an Order. Prepaid fees for services not yet performed are handled as stated in Section 6.
Initial term. The initial term of each Order begins on the Order Start Date and continues for the period stated in the Order. If no period is stated, the initial term is twelve (12) months.
Automatic renewal. Upon expiration of the initial term, each Order automatically renews for successive renewal terms, each equal in length to the initial term, on the same terms and conditions, unless either party gives written notice of non-renewal at least sixty (60) days before the end of the then-current term. For example, an Order with a twelve (12) month initial term renews for successive twelve (12) month terms, and an Order with a six (6) month initial term renews for successive six (6) month terms.
Fee changes on renewal. ARKTOP may adjust the fees for a renewal term by giving the client written notice at least sixty (60) days before the renewal date. If the client does not agree to the adjusted fees, the client may decline renewal by giving written notice of non-renewal as described above.
No termination for convenience. Neither party may terminate an Order for convenience during a term unless the Order expressly provides otherwise. Each Order runs for its full initial or renewal term, subject to the termination for cause and early cancellation provisions below.
Early cancellation. Where the client wishes to end an Order before the end of its current term other than for ARKTOP’s material breach, the client may do so on 30 days’ written notice and payment of an early cancellation fee equal to two (2) months of the Order’s monthly fee, in addition to all fees accrued through the effective date of termination. This fee reflects the transition costs and committed resourcing ARKTOP allocates to the engagement, and is not a penalty.
Termination for cause. Either party may terminate an Order for material breach by giving written notice describing the breach, if the breach remains uncured thirty (30) days after that notice. Material breach includes:
A party’s dissatisfaction with business results, or with the conduct or performance of its own personnel or representatives, does not by itself constitute a material breach by the other party. Where the client terminates for ARKTOP’s material breach, no early cancellation fee applies and prepaid fees for services not yet performed are refunded on a pro-rata basis. Either party may also terminate immediately if the other becomes insolvent, ceases business, or makes an assignment for the benefit of creditors.
Effect of termination. On termination or expiration of an Order:
Suspension. ARKTOP may suspend services as described in Section 4 for overdue fees, and may suspend services where continuing would breach law or platform policy. Suspension does not relieve the client of payment obligations for services already performed.
Subject to the client’s full payment of all fees due under the applicable Order:
Until fees are paid in full, ARKTOP retains all rights in the Deliverables, and any license or transfer is conditional on payment.
The client retains ownership of all Client Content and grants ARKTOP a license to use it as necessary to provide the services.
Each party may receive confidential information of the other. Each party agrees to use the other’s confidential information only to perform under the agreement, to protect it with reasonable care, and not to disclose it except to personnel who need it and are bound by confidentiality obligations. This does not apply to information that is public through no fault of the receiving party, was already known to it, is independently developed, or is required to be disclosed by law.
During the term of any Order and for twelve (12) months after its termination, the client agrees not to directly solicit for employment any ARKTOP employee who performed services for the client, without ARKTOP’s written consent. This does not restrict general job postings not targeted at ARKTOP personnel.
Each party warrants that it has the authority to enter into the agreement. ARKTOP warrants that it will perform the services with reasonable skill and care.
Except as expressly stated, the services are provided without warranties of any kind, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. ARKTOP does not warrant any specific business result.
To the fullest extent permitted by law, neither party is liable to the other for any indirect, incidental, special, consequential, or punitive damages, or for lost profits or revenue, arising out of or relating to the agreement, even if advised of the possibility.
Except for the client’s payment obligations and each party’s indemnification obligations, each party’s total aggregate liability arising out of or relating to the agreement is limited to the fees paid by the client to ARKTOP under the applicable Order in the twelve (12) months preceding the event giving rise to the claim.
The client will indemnify and hold harmless ARKTOP from claims arising out of the client’s products or services, Client Content, the client’s use of Deliverables in breach of the agreement, or the client’s breach of law or third-party rights, including the representations in the Client Data Processing Terms regarding customer data.
ARKTOP will indemnify and hold harmless the client from third-party claims that ARKTOP’s original Deliverables, as delivered, infringe that third party’s intellectual property rights, excluding claims arising from Client Content or the client’s modifications.
ARKTOP is an independent contractor. Nothing in the agreement creates a partnership, joint venture, agency, or employment relationship between the parties.
The agreement is governed by the laws of the State of New York, without regard to its conflict of law provisions. The parties will attempt to resolve any dispute in good faith before pursuing formal proceedings.
Entire agreement. These Service Terms, together with each Order and the documents they reference, form the entire agreement between the parties on their subject matter and supersede prior discussions.
Amendments. ARKTOP may update these Service Terms by posting an updated version. Changes apply to renewals and new Orders from the date posted, and do not change the terms of an Order already in its current term except by written agreement.
Assignment. Neither party may assign the agreement without the other’s consent, except that either party may assign it in connection with a merger, acquisition, or sale of substantially all its assets.
Notices. Notices under the agreement are given in writing to the contact addresses stated in the Order or to the address below.
Survival. Sections on fees accrued, ownership, confidentiality, non-solicitation, limitation of liability, indemnification, and governing law survive termination.
ARKTOP LLC Skyline Tower, 3 Court Square West, Suite 4008, Long Island City, NY 11101, United States info@arktop.com +1 212-518-6049
