15 Must-Have Disclaimers for Your Digital Marketing Agreement
Are you a digital marketer? Include these key disclaimers in your digital marketing agreement to avoid MAJOR legal trouble and protect your money, time, and energy.
Earning an income as a full-time digital marketer helping businesses grow is the ultimate dream, but if you’re anything like me, you want to protect yourself when a campaign doesn’t go the way your clients hope. As a lawyer myself who drafts contracts for digital marketers in various niches, like you, I’m sharing the crucial disclaimers you must include in your digital marketing agreement to avoid legal headaches, set clear boundaries, and protect yourself when things go sideways.
You will learn about the key disclaimers you need in your digital marketing agreement, and most of these essential disclaimers you won’t find in the average social media agreement template, so make sure you include these essentials in your contract for your next digital marketing contract jobs!
After learning about all these must-have disclaimers, you will have happy clients with clear boundaries while protecting your time, money, and energy.
This post is all about the key disclaimers to include in your digital marketing agreement, protecting yourself when campaigns don’t go as expected.
Iron-Clad Digital Marketing Agreement
The Key Disclaimers to Include in Your Digital Marketing Agreement Template
1. Audience Exposure & Targeting Limitations Disclaimer
You can’t control exactly who sees your client’s ads or content because you can’t control platform algorithms, ad reach, Google’s search engine, and targeting systems. However, some clients will still blame you if your ads don’t reach the “ideal” audience.
That’s why you need a disclaimer in your digital marketing agreement that states that:
The client explicitly acknowledges that you cannot control which individuals will view the marketing materials and that although targeting settings and audience definitions may be applied, the final audience delivery is determined by the platforms’ internal algorithms and bidding systems.
The client can’t hold you responsible or liable if the campaign does not reach the intended or ideal audience.
2. Platform & Algorithm Changes Disclaimer
Even if you have certain platforms or algorithms sort of figured out, you still can’t win because they’ll change in a heartbeat.
Meta tweaks its ad rules. Google changes SEO signals. TikTok updates its targeting system. All these platforms are constantly evolving, which could result in bad performance of your campaigns.
That is why your digital marketing agreement must include this key disclaimer that states that:
The client acknowledges that advertising platforms, search engines, social media platforms, and email delivery systems (including Google, Facebook, Instagram, LinkedIn, TikTok, Pinterest, YouTube, Twitter (X), Mailchimp, Klaviyo, and other relevant platforms) regularly update or change their algorithms, ad approval policies, targeting options, or distribution systems, and that such updates and changes may affect the visibility, reach, deliverability, and performance of any campaigns, posts, newsletters, blog content, search engine rankings, paid advertisements, or other marketing activities.
You will not be held responsible or liable for any negative impact, reduced performance, or increased costs resulting from such updates and/or changes.
3. Disclaimer for Ad Account Suspensions & Rejections
You also can’t control your client or their business. They could do things (without even knowing it) that could hurt the campaign you’re running.
For example, your client’s domain could get flagged, or their ad account could get restricted. That’s on them.
That’s why you need this crucial disclaimer in your digital marketing agreement that states that:
The client is solely responsible for ensuring that their ad, business, and domain comply with the advertising platform’s policies.
You will not be held responsible or liable for any ad account restrictions, suspensions, ad disapprovals, delays in campaign launches, or penalties imposed by advertising or social media platforms.
You will also not be held responsible or liable if any ad approval is withheld or withdrawn or any of the client’s ad accounts or campaigns become ineligible.
4. Paid Ad Performance Disclaimer
This disclaimer is intended for digital marketers who run paid ads on behalf of their clients.
Ultimately, campaigns depend on so many factors outside of your control, including market conditions, product quality, audience behavior, and more. That’s why, when you’re running paid ads, it’s essential to make it crystal clear to your clients that you’re not responsible for impressions, clicks, conversions, or return on ad spend (ROAS).
Here’s what you need to state in your digital marketing agreement:
You will not be held responsible or liable for the performance of any paid advertising campaigns, including impressions, clicks, click-through rates, conversions, cost-per-click, ROAS, lead quality, or sales.
The client acknowledges that campaign performance is influenced by a variety of external factors, including competition, market conditions, audience behavior, platform changes, website issues, and the quality of products or offers.
You will not be held responsible or liable for any dissatisfaction with ad performance or campaign results.
5. Email Deliverability & Spam Filtering Disclaimer
For those of you who run email campaigns, this one’s for you!
Your beautifully crafted email sequence could still end up in spam and never be opened by the recipient. Your email could also be blocked and never land in anyone’s inbox.
You may also encounter issues with deliverability, unsubscribes, or blacklisting. These are often due to factors outside of your control, like sender reputation, past campaigns, and client email lists.
That’s why you need a disclaimer in your digital marketing agreement that states that:
You will not be held responsible or liable for the placement of emails into spam folders or promotional tabs, reduced open rates, unsubscribes, unsubscribed user complaints, or blacklisting.
The client acknowledges that email deliverability is impacted by factors outside your control, including sender reputation, prior campaign performance, list quality, bounce rates, spam complaints, and receiving server rules.
6. SEO & Organic Reach Limitations Disclaimer
If you provide SEO marketing services, then this disclaimer is a must-have for your digital marketing agreement!
As you know, SEO is a long game influenced by Google’s ever-changing algorithm. Rankings fluctuate all the time, and traffic can decline at any time. You can’t guarantee specific keyword rankings or traffic levels.
That’s why you need a disclaimer that states that:
The client acknowledges that SEO results depend on external factors, including search engine algorithm updates, backlink profiles, domain authority, and competition.
You will not be held responsible or liable for specific keyword rankings, traffic volumes, search engine visibility, ranking drops, or visibility issues resulting from algorithm changes or penalties issued by search engines.
7. Contests, Giveaways & Promotions Disclaimer
Are you running a giveaway for your client? Ensure that your client reviews the prize rules, eligibility requirements, tax disclosures, and compliance with platform policies. You don’t want to be held responsible for any legal issues, complaints, or disputes that may arise.
Use a disclaimer in your digital marketing agreement that states that:
The client is solely responsible for reviewing and approving the structure, prize terms, disclosures, and applicable legal compliance, including tax obligations, eligibility restrictions, and platform rules.
You will not be held responsible or liable for any legal issues, user complaints, or disputes arising from the implementation or outcomes of any contests, giveaways, or promotional offers.
8. Disclaimer for Content Distribution & Republishing Risks
You can’t control your marketing content once it’s out in the public. Anyone could copy that marketing material for their own business. Someone could also repurpose that content to hurt your client.
That’s why you need a disclaimer in your digital marketing agreement stating that:
The client acknowledges that once any marketing materials are published, you cannot control how the marketing contents are reshared, reposted, altered, or repurposed by third parties.
You will not be held responsible or liable for any (unauthorized) reposting, resharing, screen capturing, altering, repurposing, or misuse of the marketing materials by any third party, nor for any reputational harm or third-party infringement claims that may arise.
9. Technical Issues & Data Tracking Disclaimer
As a digital marketer, you’ll be faced with so many different technical issues. For example:
Analytics integrations break.
Pixels misfire.
CRMs won’t sync.
You can’t be blamed for data errors outside your control. That’s why you need this key disclaimer in your digital marketing agreement that states that:
You will not be held responsible or liable for broken tracking pixels, misfired events, incorrect analytics, improperly connected integrations, CRM syncing errors, lead delivery issues, or broken links caused by third-party systems or by technical issues related to the client’s website, landing pages, checkout systems, or email marketing platform.
The client is solely responsible for maintaining recommended, necessary, and required integrations, permissions, access credentials, and testing protocols.
10. Errors & Omissions Disclaimer
Because you are human, no matter how skilled you are at marketing, you will inevitably make mistakes. Typos happen. Broken links slip through. The wrong picture could be used.
But that shouldn’t mean the client shouldn’t pay you at all because there’s an error. Besides, your client is responsible for reviewing the marketing materials created for their business!
And if you need to make changes to the marketing materials after it’s already published because of a mistake that your client also didn’t see? They should compensate you for the extra time and effort required to make those changes.
That’s why your digital marketing agreement must include this crucial disclaimer:
You will not be held responsible or liable for any errors or omissions in the Materials, including typographical errors, misspellings, grammar mistakes, broken links, incorrect URLs, tagging errors, outdated references, or factual inaccuracies.
The client is solely responsible for reviewing all drafts you create and the final marketing materials.
Any revisions requested after publication may be charged as additional work.
11. Use of Third-Party Tools & Platforms Disclaimer
As a digital marketer, you rely on marketing tools such as Meta Ads Manager, Zapier, Canva, and scheduling tools. If any of these third-party services is temporarily unavailable, experiences a technical issue, goes down, or loses data, it will directly impact the marketing campaign.
You need to make clear to your client that you heavily rely on these marketing tools. You also need to ensure that you don’t take them all for any disruptions in the campaign due to failures in these tools.
That’s why your digital marketing agreement should include this essential disclaimer:
The client acknowledges that you may recommend or utilize third-party tools, vendors, or platforms, including ad tech platforms, design tools, automation software, and other tools, to provide the marketing services.
You will not be held responsible or liable for bugs, outages, data loss, pricing changes, or any other disruption caused by such third-party tools, vendors, or platforms.
12. Disclaimer for Third-Party Reactions
As a digital marketer, you can’t control how people will respond to your marketing campaigns. A campaign could create a backlash and even hurt the reputation of your client.
However, you create these campaigns for your client, and it is your client who approves every single one of them. They need to take responsibility for their own business decisions, even if the campaign was completely your idea.
That’s why you need an iron-clad disclaimer in your digital marketing agreement that states that:
The client acknowledges that you have no control over how third parties will perceive or react to the marketing materials.
You will not be held liable for any negative reactions and responses resulting from or related to the marketing materials or campaigns, including negative comments, backlash, negative reviews, trolling, misinformation, boycotts, and public criticism.
13. Storage & Backup Disclaimer
Just because you create the marketing materials, that does not mean you should be expected to store your client’s assets forever. Once content is delivered or published, they need to download and back it up themselves.
To cover your “A,” make sure to include a disclaimer in your digital marketing agreement that states that:
Unless otherwise agreed in writing, you are not responsible for storing, archiving, or retaining marketing materials or drafts thereof after such materials have been published.
You may permanently delete marketing materials and drafts thereof if they’ve been published.
You will not be held responsible or liable for the deletion or loss of marketing materials or drafts thereof after they’ve been published.
It is the client’s sole responsibility to download, store, or back up any marketing materials they wish to retain.
14. Results & Outcomes Disclaimer
One of the most important disclaimers to include in your digital marketing agreement is a results and outcomes disclaimer.
If your digital marketing agreement template does not at least include this one, throw it away!
Make sure it at least states the following:
You will not be responsible or liable for:
any results or outcomes derived from the marketing services or materials, including conversions, sales, traffic, leads, lead quality, revenue, profits, and business growth, or
any decisions made by the client or any third party based on the marketing services or materials and/or any results and/or outcomes from the marketing services or materials.
You do not represent, warrant, or guarantee any specific results or outcomes from the marketing services or materials.
Any statements regarding potential results and/or outcomes are expressions of opinion only.
Any examples of past performance, case studies, or metrics provided by you are illustrative only and do not constitute a promise or representation of future results.
15. No Representations, Warranties, or Guarantees
Now, you’ve almost completely covered your “A,” but the last thing you need to do to wrap it all up is include a final catch-all disclaimer: You make no guarantees or warranties beyond what’s outlined in the contract. This provides an additional layer of protection against unrealistic expectations.
Now, you have all the must-have disclaimers you need in your digital marketing agreement to set boundaries with clients and protect your business!
The Ultimate Digital Marketing Agreement Template Doc
Digital marketing is full of variables you can’t control—but what you can control is how r they affect your business with an iron-clad digital marketing agreement template that includes these disclaimers and all the other protections you need. My digital marketing agreement template will protect you against legal trouble when platforms change, ad accounts are suspended, or a campaign fails.
Want a comprehensive digital marketing agreement template doc that includes everything you need? Grab my Digital Marketing Agreement Template to get all of the crucial disclaimers (and more) already written and legally sound—so you’ll have boundaries on your time and energy while protecting your money.
This post was all about the essential disclaimers every digital marketing agreement must include to avoid legal headaches, set clear boundaries, and protect yourself when things go sideways.
Want to know what other crucial protections you need as a digital marketer? Read this blog post on the 9 Crucial Boundaries to Set in Your Digital Marketing Services Agreement to Protect Your Freedom.
Learn about how to avoid the common mistakes digital marketers make in this blog post on the 7 Major Mistakes to AVOID in Your Digital Marketing Agreement Template.
Are you a social media marketer? Read about all the essentials you need as a social media marketer in this blog post on the 7 Must-Haves for Your Social Media Marketing Contract Template.
Get the ultimate digital marketing agreement template with all the essential disclaimers you need, available on this page of my contract shop.
