Service Agreement

1Definitions and Interpretation

1.1 Definitions

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

"Advertising Platforms" means third-party digital advertising platforms including, but not limited to, Google Ads (including Search, Display, YouTube, and Shopping), Meta Platforms (including Facebook, Instagram, Messenger, and WhatsApp Business), Microsoft Advertising (Bing Ads), LinkedIn Advertising, TikTok Ads, Pinterest Ads, Twitter/X Ads, Snapchat Ads, Amazon Advertising, and any other advertising networks or platforms utilized in the provision of Services.

"Ad Spend" or "Advertising Spend" means all costs, fees, and expenditures paid or payable directly to Advertising Platforms for the placement, display, or distribution of advertisements, including but not limited to cost-per-click (CPC), cost-per-thousand-impressions (CPM), cost-per-acquisition (CPA), cost-per-view (CPV), and any other billing models employed by such platforms.

"Campaign" means any coordinated series of advertisements, marketing messages, or promotional activities developed and managed by Agency on behalf of Client across one or more channels or platforms.

"Client Materials" means all content, data, information, trademarks, logos, images, videos, copy, product information, customer data, access credentials, and other materials provided by Client to Agency for use in connection with the Services.

"Confidential Information" means any non-public information disclosed by either party to the other, whether orally, in writing, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

"Deliverables" means all work product, creative assets, reports, analyses, strategies, designs, copy, landing pages, and other materials created by Agency specifically for Client in connection with the Services.

"Effective Date" means the date on which this Agreement becomes binding, which shall be the earlier of: (i) the date both parties execute this Agreement or a Statement of Work referencing this Agreement; (ii) the date Client makes initial payment for Services; or (iii) the date Agency commences provision of Services.

"Fees" means all charges, compensation, and amounts payable by Client to Agency for the Services, as specified in the applicable Statement of Work or fee schedule, excluding Ad Spend.

"Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, trade dress, domain names, moral rights, rights of publicity, and all other intellectual property rights recognized in any jurisdiction worldwide, whether registered or unregistered.

"Services" means the digital marketing, advertising management, creative development, consulting, and related services to be provided by Agency to Client as described in this Agreement and any applicable Statement of Work.

"Statement of Work" or "SOW" means a written document executed by both parties that describes the specific Services to be provided, deliverables, timelines, Fees, and other project-specific terms, which shall be incorporated into and governed by this Agreement.

1.2 Interpretation

In this Agreement, unless the context otherwise requires: (a) words in the singular include the plural and vice versa; (b) a reference to a statute or statutory provision includes any subordinate legislation made under it and any modification or replacement thereof; (c) headings are for convenience only and shall not affect interpretation; (d) references to "including" or "includes" mean including without limitation; (e) references to "days" mean calendar days unless "business days" is specified.

2Scope of Services

2.1 Services Overview

Agency agrees to provide Client with professional digital marketing services as specified in executed Statements of Work. Our comprehensive service offerings include, but are not limited to:

2.1.1 Paid Advertising Management

• Search Engine Marketing (SEM): Google Ads campaign creation, management, and optimization including Search, Display Network, YouTube advertising, Google Shopping, Performance Max, Discovery campaigns, and Local Services Ads
• Social Media Advertising: Campaign management across Meta platforms (Facebook, Instagram), LinkedIn, TikTok, Pinterest, Twitter/X, Snapchat, and emerging social platforms
• Programmatic Advertising: Display advertising through demand-side platforms (DSPs), connected TV (CTV), digital out-of-home (DOOH), and native advertising networks
• Retargeting and Remarketing: Strategic audience re-engagement campaigns across multiple platforms and touchpoints
• Account Structure and Setup: Comprehensive account audits, restructuring, conversion tracking implementation, and pixel/tag management

2.1.2 Search Engine Optimization (SEO)

• Technical SEO: Website audits, crawlability optimization, site architecture, page speed optimization, Core Web Vitals improvement, schema markup implementation, and mobile optimization
• On-Page SEO: Keyword research and mapping, meta tag optimization, content optimization, internal linking strategies, and URL structure optimization
• Off-Page SEO: Link building strategies, digital PR, brand mentions, local citations, and authority building
• Local SEO: Google Business Profile optimization, local citation management, review management strategies, and local pack optimization
• Content Strategy: Content audits, content calendar development, blog strategy, and content optimization recommendations

2.1.3 Creative Services

• Ad Creative Development: Static image ads, carousel ads, video ads, animated graphics, and interactive ad formats
• Landing Page Design: Conversion-optimized landing page design, development, A/B testing, and ongoing optimization
• Copywriting: Ad copy, landing page copy, email copy, and marketing collateral
• Brand Asset Development: Marketing graphics, social media assets, and promotional materials

2.1.4 Analytics and Reporting

• Tracking Implementation: Google Analytics 4, Google Tag Manager, Meta Pixel, conversion tracking, and cross-platform attribution
• Custom Dashboards: Real-time reporting dashboards, automated reports, and executive summaries
• Performance Analysis: Campaign performance reviews, competitive analysis, and strategic recommendations
• Attribution Modeling: Multi-touch attribution analysis and customer journey mapping

2.1.5 Email Marketing

• Campaign Management: Email campaign strategy, design, copywriting, and deployment
• Automation: Marketing automation workflows, drip campaigns, and triggered email sequences
• List Management: List segmentation, hygiene, growth strategies, and compliance management

2.1.6 Consulting and Strategy

• Digital Marketing Strategy: Comprehensive marketing audits, strategic planning, and roadmap development
• Competitive Analysis: Market research, competitor monitoring, and opportunity identification
• Training and Education: Team training, platform education, and best practices workshops

2.2 Statement of Work

Specific Services, deliverables, timelines, and Fees shall be documented in one or more Statements of Work executed by both parties. Each SOW shall reference this Agreement and be governed by its terms. In the event of any conflict between a SOW and this Agreement, the terms of this Agreement shall control unless the SOW explicitly states that it supersedes specific provisions of this Agreement.

2.3 Service Modifications

Agency reserves the right to modify the methods, tools, platforms, and techniques used to provide Services, provided such modifications do not materially diminish the quality or scope of Services. Material changes to the scope of Services require written agreement by both parties through an amended or new Statement of Work.

2.4 Exclusions

Unless explicitly included in a Statement of Work, the following are NOT included in the Services:

• Advertising Spend and media costs (billed separately by platforms)
• Third-party software, tool, or platform subscription fees
• Stock photography, video footage, or music licensing fees
• Professional photography, videography, or production services
• Website hosting, domain registration, or SSL certificates
• Physical marketing materials, printing, or fulfillment
• Public relations, influencer partnerships, or affiliate management (unless specified)
• Legal review of advertising claims or regulatory compliance certification
• Translation or localization services

3Client Obligations and Responsibilities

3.1 General Cooperation

Client acknowledges that successful delivery of Services requires active cooperation and timely participation. Client agrees to:

• Designate a primary point of contact with authority to make decisions and provide approvals
• Respond to Agency communications and requests within two (2) business days unless otherwise agreed
• Attend scheduled meetings and calls, providing reasonable advance notice of any cancellations
• Provide complete, accurate, and timely information necessary for Service delivery
• Review and provide feedback on deliverables within agreed timeframes

3.2 Access and Credentials

Client shall provide Agency with all necessary access, permissions, and credentials required to perform the Services, including but not limited to:

• Administrative access to advertising platform accounts (Google Ads, Meta Business Manager, etc.)
• Access to website analytics platforms (Google Analytics, etc.)
• CMS access for landing page or website modifications
• Access to email marketing platforms and CRM systems as needed
• API access and necessary permissions for tool integrations
• Domain registrar and DNS management access when required

3.3 Client Materials

Client shall provide all necessary Client Materials in a timely manner and in formats reasonably requested by Agency. Client represents and warrants that:

• Client owns or has obtained all necessary rights, licenses, and permissions to use and authorize Agency's use of all Client Materials
• Client Materials do not infringe upon any third party's Intellectual Property Rights, privacy rights, or other legal rights
• All information provided is accurate, current, and not misleading
• Client Materials comply with all applicable laws, regulations, and platform policies
• Any testimonials, reviews, or endorsements provided comply with FTC Endorsement Guidelines and applicable state laws

3.4 Advertising Content Approval

Client is responsible for reviewing and approving all advertising content, copy, and creative assets before publication. Client acknowledges that:

• Final approval of advertising claims rests with Client
• Client is responsible for the accuracy and legal compliance of all claims about Client's products or services
• Agency provides marketing expertise but does not provide legal advice regarding advertising claims
• Client should consult with legal counsel regarding any claims that may be subject to regulatory requirements (health claims, financial claims, etc.)

3.5 Budget and Ad Spend

Client shall:

• Maintain valid payment methods on all advertising platform accounts
• Ensure sufficient funds or credit limits to cover approved Ad Spend
• Notify Agency immediately of any payment failures or budget constraints
• Not modify campaigns, budgets, or targeting without consulting Agency (unless emergency requires immediate action)

3.6 Compliance Obligations

Client represents, warrants, and covenants that:

• Client's business, products, and services comply with all applicable federal, state, and local laws and regulations
• Client holds all necessary licenses, permits, and authorizations to operate their business and sell their products/services
• Client will promptly notify Agency of any legal, regulatory, or compliance issues that may affect the Services or advertising activities
• Client will not request Agency to create advertising that would violate any laws, regulations, or platform policies

4Fees, Payment Terms, and Billing

4.1 Fee Structure

Fees for Services shall be as set forth in the applicable Statement of Work. Common fee structures include:

4.1.1 Monthly Management Fees

Flat monthly retainer fees for ongoing management services. Management fees are:

• Billed monthly in advance on the first day of each service month
• Due and payable within fifteen (15) days of invoice date
• Non-refundable once the service month has commenced, except as provided in Section 4.6
• Subject to annual review and adjustment with thirty (30) days written notice

4.1.2 Percentage of Ad Spend

Where fees are calculated as a percentage of Ad Spend:

• Percentage rates shall be as specified in the Statement of Work
• Ad Spend shall be calculated based on actual platform-reported spend
• Fees are billed monthly in arrears based on previous month's Ad Spend
• Minimum monthly fees may apply as specified in the SOW

4.1.3 Project-Based Fees

For defined-scope projects:

• Fifty percent (50%) deposit required before project commencement
• Remaining balance due upon project completion or final delivery
• Milestone payments may be structured for larger projects as specified in the SOW
• Change orders for scope modifications require written approval and may incur additional fees

4.1.4 Hourly Consulting

For services billed on an hourly basis:

• Hourly rates shall be as specified in the Statement of Work or current rate card
• Time is tracked in fifteen (15) minute increments
• Invoiced monthly in arrears with detailed time entries
• Estimates are non-binding unless explicitly guaranteed in writing

4.2 Payment Terms

• All fees are quoted and payable in United States Dollars (USD)
• Payment is due within fifteen (15) days of invoice date unless otherwise specified
• Accepted payment methods include ACH bank transfer, wire transfer, credit card, and check
• Credit card payments may be subject to a processing fee of up to 3%
• Client agrees to maintain current and accurate billing information on file

4.3 Late Payments

If payment is not received by the due date:

• A late fee of one and one-half percent (1.5%) per month (18% annually) will be assessed on overdue balances, or the maximum rate permitted by applicable law, whichever is less
• Agency may suspend Services for accounts more than fifteen (15) days past due
• Agency may pause or reduce advertising campaigns to prevent additional Ad Spend accrual
• Agency may report delinquent accounts to credit bureaus and/or engage collection agencies
• Client shall be responsible for all collection costs, including reasonable attorneys' fees

4.4 Taxes

All Fees are exclusive of applicable taxes. Client is responsible for payment of all sales tax, use tax, value-added tax, goods and services tax, and any other taxes, levies, or duties imposed by any governmental authority on the Services, excluding taxes based on Agency's net income.

4.5 Fee Adjustments

Agency may adjust Fees annually to reflect changes in market rates, platform costs, and operational expenses. Fee increases shall be communicated in writing at least thirty (30) days prior to the effective date. Client may terminate the affected Services without penalty if Client does not accept the fee adjustment, provided written notice is given before the new fees take effect.

4.6 Refunds

Except as expressly provided in this Agreement or required by applicable law:

• Management fees are earned when billed and are non-refundable
• Ad Spend is non-refundable (Ad Spend is paid to third-party platforms, not to Agency)
• Project deposits are non-refundable once work has commenced
• Refunds for our Satisfaction Guarantee are provided pursuant to Section 12.5

5Advertising Spend and Platform Terms

5.1 Ad Spend Management

Client acknowledges and agrees that:

• Ad Spend is separate from and in addition to Agency Fees
• Ad Spend is charged directly to Client's advertising platform accounts
• Agency does not receive, hold, or process Ad Spend funds
• Client maintains full ownership and control of all advertising platform accounts
• Actual Ad Spend may vary from projections or recommendations based on auction dynamics, competition, and platform algorithms

5.2 Platform Terms and Policies

Client acknowledges that all advertising activities are subject to the terms of service, advertising policies, and guidelines of the respective Advertising Platforms. Client agrees to:

• Comply with all applicable platform terms, policies, and guidelines
• Accept that platforms may reject, remove, or restrict advertisements at their sole discretion
• Understand that platform policy changes may affect campaign strategies and performance
• Hold Agency harmless for platform decisions beyond Agency's reasonable control

5.3 Account Ownership

All advertising platform accounts remain the property of Client. Upon termination of this Agreement:

• Agency will promptly remove its access to Client's accounts upon request
• Client retains full ownership and access to all account data and history
• Campaign data, audiences, and conversion tracking remain with Client
• Agency may retain anonymized, aggregated data for internal benchmarking purposes

5.4 Platform Credits and Promotions

Any advertising credits, promotional offers, or incentives provided by Advertising Platforms:

• Belong to Client and shall be applied to Client's campaigns
• Are subject to the terms and conditions of the issuing platform
• May not be transferred, sold, or applied to other accounts
• Do not reduce Agency's management fees

6Intellectual Property Rights

6.1 Client Intellectual Property

Client retains all right, title, and interest in and to Client's pre-existing Intellectual Property, including trademarks, trade names, logos, product names, and proprietary content provided to Agency. Client grants Agency a limited, non-exclusive, royalty-free license to use Client's Intellectual Property solely for the purpose of providing the Services during the term of this Agreement.

6.2 Deliverables

Subject to full payment of all Fees:

• Client shall own all right, title, and interest in Deliverables created specifically for Client
• Ownership transfers upon full payment for the applicable Services
• Agency retains no rights to Deliverables except as set forth herein

6.3 Agency Intellectual Property

Agency retains all right, title, and interest in:

• Agency Tools: Proprietary tools, software, scripts, templates, frameworks, and methodologies developed by Agency independent of this Agreement or for general use across clients
• Pre-Existing Materials: Any materials, content, or work product that existed prior to the Effective Date or that was developed outside the scope of this Agreement
• General Knowledge: Skills, experience, ideas, concepts, know-how, and techniques acquired or developed in the course of providing Services

Where Agency Tools or Pre-Existing Materials are incorporated into Deliverables, Agency grants Client a perpetual, non-exclusive, royalty-free license to use such materials solely in connection with the Deliverables.

6.4 Portfolio Rights

Unless Client provides written notice to the contrary, Agency may:

• Reference the Client relationship in marketing materials, client lists, and proposals
• Display Deliverables in Agency's portfolio, case studies, and promotional materials
• Describe the general nature of Services provided (without disclosing Confidential Information)

6.5 Third-Party Materials

Deliverables may incorporate third-party materials such as stock photography, fonts, icons, or software libraries. Such materials are subject to their respective license terms, and Client's use rights are limited to those granted under such licenses. Agency will inform Client of any material licensing restrictions or ongoing license requirements.

7Confidentiality and Non-Disclosure

7.1 Confidential Information

Each party (the "Receiving Party") agrees to hold in strict confidence all Confidential Information disclosed by the other party (the "Disclosing Party") and to use such information only for purposes of performing obligations under this Agreement. Confidential Information includes, but is not limited to:

• Business plans, strategies, and financial information
• Customer and prospect lists, customer data, and CRM information
• Marketing strategies, campaign performance data, and analytics
• Pricing information, fee structures, and contract terms
• Trade secrets, proprietary processes, and methodologies
• Product roadmaps, unreleased products, and development plans
• Employee and contractor information

7.2 Exclusions

Confidential Information does not include information that:

• Is or becomes publicly available through no fault of the Receiving Party
• Was rightfully in the Receiving Party's possession prior to disclosure
• Is rightfully obtained from a third party without restriction on disclosure
• Is independently developed without use of or reference to the Disclosing Party's Confidential Information
• Is required to be disclosed by law, regulation, or court order, provided the Receiving Party gives prompt notice to the Disclosing Party to allow opportunity to seek protective measures

7.3 Protection Measures

The Receiving Party shall:

• Use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care
• Limit access to Confidential Information to employees and contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein
• Not disclose Confidential Information to any third party without prior written consent
• Promptly notify the Disclosing Party of any unauthorized access or disclosure

7.4 Duration

Confidentiality obligations shall survive termination or expiration of this Agreement for a period of three (3) years, except for trade secrets, which shall be protected for as long as they remain trade secrets under applicable law.

7.5 Return or Destruction

Upon termination or expiration of this Agreement, or upon request of the Disclosing Party, the Receiving Party shall promptly return or destroy all Confidential Information and certify such destruction in writing. Notwithstanding the foregoing, the Receiving Party may retain copies as required by law or for archival purposes in secure backup systems, subject to ongoing confidentiality obligations.

8Data Protection and Privacy

8.1 Data Processing

In providing Services, Agency may process personal data on behalf of Client. The parties agree that:

• Client is the data controller and Agency is the data processor with respect to personal data processed under this Agreement
• Agency will process personal data only as necessary to provide the Services and in accordance with Client's documented instructions
• Agency maintains appropriate technical and organizational measures to protect personal data

8.2 Client's Data Protection Responsibilities

Client represents and warrants that:

• Client has obtained all necessary consents and authorizations from data subjects for the collection and processing of personal data
• Client has provided all required privacy notices and disclosures to data subjects
• Client's collection and use of personal data complies with all applicable privacy laws, including the California Consumer Privacy Act (CCPA), California Privacy Rights Act (CPRA), and other state and federal privacy laws
• Client will promptly notify Agency of any data subject requests, privacy complaints, or regulatory inquiries related to the Services

8.3 Agency's Data Protection Commitments

Agency agrees to:

• Process personal data only for the purposes of providing the Services
• Implement appropriate security measures to protect personal data
• Notify Client promptly of any personal data breach that may affect Client's data
• Assist Client in responding to data subject requests as reasonably required
• Delete or return personal data upon termination of this Agreement, subject to legal retention requirements

8.4 Subprocessors

Client authorizes Agency to engage subprocessors to assist in providing the Services, including but not limited to cloud hosting providers, analytics platforms, and software-as-a-service providers. Agency maintains a list of subprocessors and will notify Client of any material changes to subprocessors. Subprocessors are bound by data protection obligations no less protective than those in this Agreement.

8.5 International Data Transfers

If personal data is transferred outside the United States, Agency will ensure appropriate safeguards are in place as required by applicable law, such as Standard Contractual Clauses or other approved transfer mechanisms.

9Representations and Warranties

9.1 Mutual Representations

Each party represents and warrants that:

• It has the full right, power, and authority to enter into this Agreement and perform its obligations hereunder
• This Agreement constitutes a legal, valid, and binding obligation
• Its performance under this Agreement will not violate any applicable law, regulation, or agreement with any third party
• It has obtained all necessary approvals and authorizations to enter into this Agreement

9.2 Agency Representations

Agency represents and warrants that:

• Services will be performed in a professional and workmanlike manner consistent with industry standards
• Agency personnel have the necessary skills and qualifications to perform the Services
• Agency will comply with all applicable laws and regulations in providing the Services
• To the best of Agency's knowledge, Deliverables will not infringe the Intellectual Property Rights of any third party (excluding any infringement arising from Client Materials or Client's specific instructions)

9.3 Client Representations

Client represents and warrants that:

• Client Materials do not and will not infringe any third party's Intellectual Property Rights or other legal rights
• Client has all necessary rights, licenses, and permissions to use and authorize Agency's use of Client Materials
• All information provided by Client is accurate, complete, and not misleading
• Client's products, services, and business operations comply with all applicable laws and regulations
• Client will not request Agency to create advertising that makes false, misleading, or unsubstantiated claims
• Any testimonials or endorsements provided comply with FTC guidelines and applicable state laws

10Disclaimers and Limitations

10.1 No Guarantee of Results

10.2 Platform Disclaimers

Client acknowledges and agrees that:

• Advertising Platforms may change their terms, policies, algorithms, features, and pricing at any time without notice
• Advertising Platforms may reject, remove, suspend, or limit advertisements for any reason at their sole discretion
• Account suspensions, disapprovals, and policy violations may occur despite Agency's best efforts to maintain compliance
• Search engine algorithms change frequently and unpredictably, affecting organic rankings and visibility
• Agency is not responsible for actions taken by Advertising Platforms or search engines

10.3 Third-Party Services

Agency is not responsible for the performance, reliability, or availability of third-party services, platforms, tools, or websites, including but not limited to Advertising Platforms, analytics tools, hosting providers, payment processors, CRM systems, and social media platforms.

10.4 Disclaimer of Other Warranties

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, AGENCY PROVIDES SERVICES "AS IS" AND DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. AGENCY DOES NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

10.5 Forward-Looking Statements

Any projections, forecasts, estimates, or forward-looking statements provided by Agency are based on assumptions and available information at the time and are provided for planning purposes only. Actual results may differ materially from projections. Such statements are not guarantees or commitments by Agency.

11Indemnification

11.1 Client Indemnification

Client shall indemnify, defend, and hold harmless Agency, its officers, directors, employees, agents, and contractors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Client Materials, including any claims of infringement, defamation, or violation of privacy rights
• Client's products, services, or business operations
• Any breach of Client's representations, warranties, or obligations under this Agreement
• Any false, misleading, or unsubstantiated advertising claims specified or approved by Client
• Client's violation of any applicable law, regulation, or third-party rights
• Any claim by a customer, user, or other third party arising from Client's products, services, or advertising

11.2 Agency Indemnification

Agency shall indemnify, defend, and hold harmless Client from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Any claim that Deliverables created solely by Agency (excluding Client Materials and content specified by Client) infringe the Intellectual Property Rights of a third party
• Agency's gross negligence or willful misconduct
• Any breach of Agency's confidentiality obligations under this Agreement

11.3 Indemnification Procedure

The indemnified party shall: (a) promptly notify the indemnifying party of any claim; (b) give the indemnifying party sole control of the defense and settlement of the claim; and (c) provide reasonable cooperation and assistance at the indemnifying party's expense. The indemnified party may participate in the defense at its own expense.

12Limitation of Liability

12.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE LEGAL THEORY UPON WHICH SUCH DAMAGES MAY BE CLAIMED.

12.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AGENCY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO AGENCY DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.3 Exceptions

The limitations of liability in this Section 12 shall not apply to:

• Either party's indemnification obligations under Section 11
• Either party's breach of confidentiality obligations under Section 7
• Either party's gross negligence or willful misconduct
• Client's obligation to pay Fees and amounts due under this Agreement
• Claims arising from a party's fraud or intentional misrepresentation

12.4 Essential Basis of Agreement

THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION 12 REFLECT AN INFORMED, VOLUNTARY ALLOCATION OF RISK AND ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE FEES CHARGED BY AGENCY REFLECT THIS ALLOCATION OF RISK AND LIMITATIONS OF LIABILITY.

12.5 Satisfaction Guarantee

For new clients on their initial engagement, Agency offers a 90-day satisfaction guarantee. If Client is dissatisfied with the Services within the first ninety (90) days:

• Client must provide written notice specifying the basis for dissatisfaction
• Agency will have thirty (30) days to cure the identified issues
• If the issues are not cured to Client's reasonable satisfaction, Agency will refund management fees paid during the guarantee period
• Ad Spend, third-party costs, and previously delivered project work are non-refundable
• This guarantee applies only to new clients on their initial Statement of Work
• The guarantee is void if Client has breached this Agreement or failed to provide required cooperation

13Term, Termination, and Suspension

13.1 Term

This Agreement shall commence on the Effective Date and continue until terminated in accordance with this Section 13. Individual Statements of Work may specify their own term lengths and renewal provisions.

13.2 Termination for Convenience

Either party may terminate this Agreement or any Statement of Work for any reason or no reason upon thirty (30) days' written notice to the other party. Unless a Statement of Work specifies minimum commitment periods, no early termination fees shall apply to termination for convenience.

13.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if:

• The other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after written notice (or immediately if the breach is incapable of cure)
• The other party becomes insolvent, makes an assignment for the benefit of creditors, files for bankruptcy, or has a bankruptcy petition filed against it that is not dismissed within sixty (60) days
• The other party engages in illegal conduct or conduct that materially harms the terminating party's reputation

13.4 Agency's Additional Termination Rights

Agency may terminate this Agreement or suspend Services immediately if:

• Client's account is more than thirty (30) days past due
• Client requests Agency to engage in illegal, fraudulent, or unethical activities
• Client's actions or content violate advertising platform policies resulting in account suspension
• Continuing to provide Services would expose Agency to legal liability or reputational harm

13.5 Effect of Termination

Upon termination or expiration of this Agreement:

• Client shall pay all Fees for Services rendered through the termination date within fifteen (15) days
• Agency shall promptly deliver all completed Deliverables and work in progress (subject to payment)
• Agency shall remove its access to Client's accounts within ten (10) business days
• Each party shall return or destroy Confidential Information of the other party
• Active advertising campaigns will be paused unless Client provides alternative instructions
• Licenses granted hereunder shall terminate, except for licenses to Deliverables which survive payment in full

13.6 Survival

The following provisions shall survive termination or expiration of this Agreement: Sections 6 (Intellectual Property), 7 (Confidentiality), 8 (Data Protection), 10 (Disclaimers), 11 (Indemnification), 12 (Limitation of Liability), 14 (Regulatory Compliance), 15 (Dispute Resolution), 16 (California-Specific Provisions), and 17 (General Provisions).

14Regulatory Compliance

14.1 Advertising Regulations

The parties acknowledge that advertising and marketing activities are subject to extensive regulation. Client is responsible for ensuring compliance with all applicable advertising laws and regulations, including but not limited to:

14.1.1 Federal Regulations

• Federal Trade Commission (FTC) Act: Prohibition of unfair or deceptive acts or practices, truth-in-advertising requirements
• FTC Endorsement Guides: Requirements for disclosure of material connections, testimonials, and influencer marketing
• CAN-SPAM Act: Requirements for commercial email messages, including opt-out mechanisms and sender identification
• Telephone Consumer Protection Act (TCPA): Restrictions on telemarketing, text messages, and automated calls
• Lanham Act: Prohibition of false advertising and trademark infringement
• Children's Online Privacy Protection Act (COPPA): Restrictions on collecting data from children under 13

14.1.2 Industry-Specific Regulations

Depending on Client's industry, additional regulations may apply, including but not limited to:

• Healthcare: FDA regulations, HIPAA, state medical advertising laws
• Financial Services: SEC, FINRA, CFPB regulations, Truth in Lending Act, Equal Credit Opportunity Act
• Real Estate: Fair Housing Act, RESPA, state licensing requirements
• Legal Services: State bar advertising rules and ethical requirements
• Alcohol: TTB regulations, state alcohol advertising laws, platform age-gating requirements
• Cannabis: State-specific cannabis advertising laws (note: cannabis advertising may not be available on most platforms)

14.2 California-Specific Advertising Laws

For advertising directed at California consumers, additional California laws apply:

• California Business and Professions Code Section 17500: Prohibition of untrue or misleading advertising
• California Consumer Legal Remedies Act (CLRA): Consumer protection against unfair business practices
• Proposition 65: Warning requirements for products containing certain chemicals
• California Online Privacy Protection Act (CalOPPA): Privacy policy requirements
• California Consumer Privacy Act (CCPA) and California Privacy Rights Act (CPRA): Consumer privacy rights and data protection requirements

14.3 Platform Compliance

Agency will use reasonable efforts to ensure advertising content complies with applicable platform policies. However, Client acknowledges that:

• Platform policies are subject to change without notice
• Platforms may interpret and enforce policies inconsistently
• Agency cannot guarantee that ads will be approved or remain approved
• Client is ultimately responsible for ensuring its business and advertising comply with applicable laws

14.4 Substantiation

Client is responsible for maintaining adequate substantiation for all advertising claims. This includes:

• Reasonable basis for objective claims (competent and reliable scientific evidence for health, safety, and efficacy claims)
• Survey data and methodology for consumer perception claims
• Documentation of testimonial results and typicality disclosures
• Evidence supporting comparative advertising claims

15Dispute Resolution

15.1 Informal Resolution

Before initiating any formal dispute resolution process, the parties agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement through good-faith negotiations. Either party may initiate this process by providing written notice describing the dispute. The parties shall meet (in person or via video conference) within fourteen (14) days of such notice to attempt resolution.

15.2 Mediation

If the dispute is not resolved through informal negotiations within thirty (30) days, either party may initiate mediation by providing written notice to the other party. Mediation shall be conducted by a mutually agreed-upon mediator in Ventura County, California, or via video conference. The parties shall share mediation costs equally. Mediation is non-binding but is a prerequisite to arbitration.

15.3 Binding Arbitration

If the dispute is not resolved through mediation within sixty (60) days of the mediation notice, either party may submit the dispute to final and binding arbitration. Arbitration shall be conducted as follows:

• Arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures
• The arbitration shall take place in Ventura County, California, unless the parties agree to a different location or to conduct proceedings via video conference
• The arbitration shall be conducted by a single arbitrator selected in accordance with JAMS rules
• The arbitrator shall have authority to award any remedy available under applicable law, except that punitive damages shall not be awarded
• The arbitrator's decision shall be final and binding, and judgment may be entered in any court of competent jurisdiction
• Each party shall bear its own attorneys' fees and costs, and the parties shall share arbitration fees equally, unless the arbitrator determines that a different allocation is appropriate

15.4 Class Action Waiver

THE PARTIES AGREE THAT ANY ARBITRATION OR LITIGATION SHALL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE ACTION. THE PARTIES EXPRESSLY WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER REPRESENTATIVE PROCEEDING.

15.5 Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm pending completion of dispute resolution procedures. Additionally, either party may bring an action in small claims court for claims within the court's jurisdictional limits.

15.6 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws provisions. The parties agree that the Federal Arbitration Act shall govern the interpretation and enforcement of the arbitration provisions herein.

16California-Specific Provisions

16.1 California Civil Code Section 1542 Waiver

In connection with any releases or waivers contained in this Agreement, Client expressly waives and relinquishes all rights and benefits under Section 1542 of the California Civil Code, which provides:

16.2 California Consumer Rights

If Client is a "consumer" as defined under California law, Client may have additional rights under the California Consumer Legal Remedies Act and other consumer protection statutes. Nothing in this Agreement is intended to waive rights that cannot be waived under applicable California consumer protection laws.

16.3 California Labor Code Compliance

Agency confirms that Agency personnel are either employees of Agency or independent contractors engaged in compliance with California law, including AB5 and related regulations regarding worker classification.

16.4 California Privacy Rights

If Client provides personal information of California residents to Agency, Client represents that Client has provided all required notices and obtained all necessary consents under the California Consumer Privacy Act (CCPA) and California Privacy Rights Act (CPRA). Agency agrees to process such information in accordance with Client's instructions and applicable law.

17General Provisions

17.1 Entire Agreement

This Agreement, together with all Statements of Work and any exhibits or addenda hereto, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous agreements, representations, warranties, and understandings, whether written or oral. No terms or conditions contained in any purchase order, acknowledgment, or other business form shall modify this Agreement, regardless of any failure to object to such terms.

17.2 Amendments

This Agreement may only be modified by a written amendment signed by authorized representatives of both parties. No waiver, modification, or amendment shall be binding unless in writing and signed by the party against whom enforcement is sought.

17.3 Waiver

No failure or delay by either party in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy.

17.4 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the parties' original intent.

17.5 Assignment

Neither party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that either party may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets. Any attempted assignment in violation of this section shall be void.

17.6 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment relationship, or agency relationship between the parties. Neither party has authority to bind the other or incur obligations on behalf of the other.

17.7 Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of governmental authorities, fire, floods, pandemics, strikes, power outages, or failures of telecommunications or internet infrastructure. The affected party shall give prompt notice of such event and use reasonable efforts to mitigate its effects.

17.8 Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when: (a) delivered personally; (b) sent by confirmed email to the address specified in the applicable Statement of Work; (c) one (1) business day after deposit with a nationally recognized overnight courier; or (d) three (3) business days after mailing by certified mail, return receipt requested, to the addresses specified below or to such other address as either party may designate by written notice.

17.9 Headings

Section headings are for convenience only and shall not affect the interpretation of this Agreement.

17.10 Counterparts

This Agreement and any Statements of Work may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures and PDF copies shall have the same legal effect as original signatures.

17.11 Construction

This Agreement has been negotiated by the parties and shall not be construed against either party as the drafter. Each party has had the opportunity to consult with legal counsel before entering into this Agreement.

17.12 Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties and their permitted successors and assigns. Nothing in this Agreement shall create or be deemed to create any rights in any third party.

17.13 Publicity

Neither party shall issue any press release or public announcement regarding this Agreement without the prior written consent of the other party, except as required by law or as permitted under Section 6.4 (Portfolio Rights).