Terms of Service Agreement

Luxury Brand Marketing, LLC — Digital Marketing Services Agreement

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1. Digital Marketing Services

Agency offers a variety of services to market businesses online and improve website visibility. By engaging Agency, you ("Client") agree to the Terms and Service Agreement ("Agreement") set forth below.

Agency provides social media marketing, search engine marketing, website design, website development, website optimization, and related services on a local, national, and international basis. As part of these services, Agency may submit information on Client’s behalf to social media platforms and search engine providers, including but not limited to Facebook, LinkedIn, Instagram, Google, Yahoo, MSN/Bing, Yelp, local online publications, Twitter (X), Pinterest, TikTok, and YouTube. Client agrees to comply with all applicable terms and conditions of these third-party providers.

Agency will not share Client information with any business except as necessary to perform digital marketing services on Client’s behalf.

Work priority and scheduling will be based on agreed project timelines. Standard working hours are Monday through Thursday, 9:00 AM to 5:00 PM ET, excluding Agency-observed holidays. Agency reserves Fridays for internal platform administration, including managing support tickets and account-level work with Meta, Google, Instagram, Pinterest, TikTok, and other advertising and social platforms; Fridays are not Standard Working Hours and Client requests received on Fridays will be addressed during the next Standard Working Day. Client requests for work outside Standard Working Hours, when accommodated by Agency, may be billed as out-of-scope work as set forth in the applicable Schedule A.

2. Advertising Material

Agency is authorized to develop and publish content using materials provided by Client or collected on Client’s behalf, including but not limited to copy, graphics, logos, trademarks, images, videos, and business information.

Client represents and warrants that all provided materials are accurate, not misleading, and that Client has full authority to use and distribute such materials.

Client-Provided Content. Client is responsible for providing all content used in the Services, including copy, images, video, product information, pricing, and brand assets. Where content is owned or controlled by a brand or manufacturer (including co-op, designer, or authorized-dealer materials), Client is responsible for obtaining the brand’s approval to use such content and represents and warrants that it has obtained such approval.

Additional Design. Design and creative production within the agreed scope are included as set forth in the applicable Schedule A. Any additional design or creative work beyond that scope will be billed at Agency’s standard rate of $200 per hour, subject to written approval.

Agency may request client approvals for content such as articles, press releases, and blog posts. Timely approval is critical. All monthly content will be deemed approved one (1) week after submission unless revisions are requested.

If contracted, Client authorizes Agency to request customer reviews and endorsements.

Client also authorizes the use of tracking phone numbers and, where applicable, call recording with proper notification.

3. Client Obligations

Client agrees to provide timely access to necessary materials, approvals, and account credentials, including but not limited to social media accounts, analytics platforms, hosting, and domain access.

Client is solely responsible for the accuracy of all provided information and confirms that its representatives have the authority to act on its behalf.

4. Rates

Agency reserves the right to adjust rates, services, or terms with thirty (30) days written notice. Client may cancel prior to such changes taking effect with at least ten (10) days written notice. Failure to provide notice constitutes acceptance of updated terms.

5. Payment

Invoices are due in advance on the first (1st) of each month via ACH or credit card.

Delays in approvals, co-op reimbursement, or content finalization do not delay payment obligations.

Late payments will incur interest at 18% annually. Client agrees to cover all collection costs, including legal fees.

Client authorizes Luxury Brand Marketing, LLC to charge Client’s credit card for payment of services. If Luxury Brand Marketing, LLC is unable to process payment, Client will be responsible for an alternate payment arrangement and any resulting processing fees that may be incurred. This authorization is in effect until the end of each month. A late fee of $25.00 will be applied for payments made after the 1st of each month. Client understands that all expenses will be charged on Client’s behalf and these may include additional charges from any previous months. Processing charges may take 7–10 business days before the billing date. If Client uses all monthly service hours prior to the billing date, charges will be billed in advance, or services will end until the next billing cycle starts.

Billing Disputes. Any dispute regarding invoiced amounts must be raised in writing within thirty (30) days of the invoice date. Invoices not disputed within that window are deemed accepted, and the Client waives any right to seek retroactive adjustment, credit, or refund for amounts billed under that invoice.

No Retroactive Rescoping. Modifications to scope, fees, or service levels apply prospectively only, beginning on the effective date set forth in a written amendment signed by both parties. No modification or renegotiation shall operate to retroactively reduce, credit, or refund fees billed for services rendered prior to the amendment’s effective date.

6. Taxes

Client is responsible for any applicable federal, state, or local taxes related to advertising services.

7. Termination

Agency may terminate this Agreement immediately for non-payment, breach of contract, insolvency, or business cessation. Client remains responsible for all outstanding balances.

Termination for Convenience. Agency may also terminate this Agreement for convenience, without cause, upon thirty (30) days’ written notice to Client. The monthly retainer remains payable through the end of the notice period, and Client remains responsible for all outstanding balances. Following the effective date of any termination under this Section, the transition is governed by the Transition Period in Section 33.

8. Cancellation

Client may cancel this Agreement with thirty (30) days written notice prior to the anniversary date of the contract. Written cancellation must be received by Agency no fewer than thirty (30) days before the contract anniversary date to be effective. Client is responsible for:

• All outstanding invoices
• Any overage hours billed at $200/hour
• A cancellation fee equal to one (1) month of service

Following the effective date of cancellation, the transition is governed by the Transition Period in Section 33.

9. Errors

Agency will correct material errors within two (2) business days of notification. Agency is not liable for damages resulting from errors once approved or caused by Client-provided materials.

10. Retainer Clients

Nature of Retainer. The monthly retainer fee represents the Client’s purchase of retained capacity, ongoing account management, strategic oversight, and the right to receive services within the contracted scope during the billing period. The retainer is not a transactional, hours-based arrangement and is not contingent on a minimum volume of production deliverables in any given month. The full retainer is earned and payable for each month in which the Agency makes its retained capacity, account management, and contracted services available to the Client, regardless of the volume of production work requested or executed by the Client during that period.

Monthly retainers include a defined allocation of production support hours, which functions as a cap on monthly production effort and is not the basis on which the retainer is earned. The retainer is earned for retained capacity, ongoing account management, and strategic oversight as set forth above, and is not contingent on the use, partial use, or non-use of that hours allocation in any given month. Additional work beyond the included allocation requires approval and prepayment. Client cannot unilaterally reduce, modify, suspend, or partially cancel any component of the retained Services during the contract term; reductions in scope or fee require a written amendment signed by both parties as set forth in the applicable Schedule A.

Support Hour Overages. Where the contracted scope includes a defined allocation of monthly support hours, the Agency reserves the right to pause, defer, or reschedule additional work once that allocation has been reached in a given month, until either (a) the following billing cycle begins, or (b) the Client authorizes additional hours at the Agency’s then-current overage rate. Pauses initiated under this provision do not constitute a breach of the Agreement and do not entitle the Client to a credit, refund, or reduction of the monthly retainer.

11. SEO and Digital Marketing

Agency does not guarantee rankings, traffic, or performance outcomes due to third-party platform variability.

Client acknowledges:

• Search engines may change algorithms or remove listings
• Rankings may fluctuate
• Paid ads may be rejected or limited
• Performance is not guaranteed

Advertising spend is separate from management fees. Agency owns and operates the advertising accounts used to deliver Client’s campaigns; Client funds advertising spend through a payment method the Client authorizes Agency to connect to those Agency-owned accounts. Advertising spend is passed through at cost; Agency does not apply any markup, commission, or margin to advertising spend, and Agency’s compensation for the Services is the monthly retainer set forth in the applicable Schedule A. Campaigns may be paused if funding is insufficient. Upon termination, Agency closes the advertising accounts so that Client’s payment-card information is no longer stored on or accessible through them.

Additional work caused by external changes or client interference may be billed at $200/hour.

No refunds are provided for digital marketing services.

12. Intellectual Property

Agency retains ownership of its proprietary strategies, campaigns, and methodologies.

Client owns final approved content, logos, and website materials upon full payment.

13. Confidentiality

Both parties agree to maintain confidentiality of proprietary and sensitive information. This obligation survives termination of the Agreement.

14. Advertising Content

Agency may edit, adjust, or reject content to meet industry standards or budget constraints. Placement is not guaranteed unless specifically contracted.

15. Disclaimer of Warranties

Agency provides services "as is" without guarantees of performance, results, or fitness for a particular purpose.

16. Indemnification

Client agrees to indemnify and hold Agency harmless from claims arising from materials, content, or business concepts provided by Client.

17. Limitation of Liability

Agency is not liable for indirect, incidental, or consequential damages. Total liability is limited to fees paid to Agency.

18. Publishing & Accuracy Release

Client releases Agency from claims related to advertising accuracy once materials are approved or published.

19. Force Majeure

Agency is not liable for delays caused by events beyond its control, including system failures, natural disasters, pandemics, regulatory changes, platform outages, third-party API or policy changes, or other third-party disruptions.

20. No Waiver

Failure to enforce any provision does not waive future enforcement rights.

21. Assignment

Agency may assign or subcontract services as needed.

22. Governing Law

This Agreement is governed by the laws of the State of Florida.

23. Severability

If any provision is invalid, the remainder of the Agreement remains enforceable.

24. Entire Agreement

This Agreement supersedes all prior agreements and may only be amended in writing signed by both parties.

25. Authority

The signing party confirms authority to enter into this Agreement.

26. Term and Renewal

This Agreement becomes effective upon signature or payment and continues for a period of thirteen (13) months from the effective date.

Agreements automatically renew for successive thirteen (13) month terms unless canceled with thirty (30) days written notice prior to the anniversary date of the contract. If a new contract is not signed upon the annual anniversary date, this contract will automatically renew under the same terms and conditions.

Monthly services are billed on the first (1st) of each month.

Advertising costs are separate from management fees. Agency owns and operates the advertising accounts; Client funds advertising spend via a payment method connected to those Agency-owned accounts, and Agency closes the accounts at the end of the engagement so Client payment-card information is no longer retained or accessible. Advertising spend is passed through at cost; Agency does not apply any markup, commission, or margin to advertising spend, and Agency’s compensation for the Services is the monthly retainer set forth in the applicable Schedule A. Per-network Campaign limits and Additional Campaign fees, if any, are set forth in the applicable Schedule A and govern over any general reference in these Terms.

27. Strategic Protections, Platform Limitations, and Service Conditions

Client acknowledges and agrees that, due to the nature of digital marketing, luxury brand requirements, co-operative advertising programs, and reliance on third-party platforms, the following conditions are material and essential to this Agreement:

Platform and Third-Party Liability. Agency utilizes third-party platforms including, but not limited to, Meta (Facebook/Instagram), Google, and other advertising networks, publishers, and service providers. Agency has no control over platform policies, algorithm changes, account restrictions, suspensions, outages, or service interruptions. Agency shall not be held liable for any impact to performance, delivery, or timelines resulting from such third-party actions or limitations.

Account Access and Suspension. Agency shall not be responsible for restricted, disabled, or suspended accounts resulting from platform policies, security flags, multi-user access, login issues, or any actions outside of Agency’s control. Restoration of access may require additional time, coordination, and may be subject to additional fees.

Content Approval and Client Responsibility. Once content, campaigns, or materials are approved by Client, or deemed approved in accordance with the approval terms outlined in this Agreement, Client assumes full responsibility for the accuracy, legality, compliance, and use of such content. Agency shall not be liable for any claims, damages, or issues arising from approved materials.

No Guarantee of Performance. Agency makes no representations, warranties, or guarantees regarding performance outcomes, including but not limited to revenue, leads, traffic, engagement, search rankings, or return on investment. Client acknowledges that results are influenced by factors outside of Agency’s control, including market conditions, competition, platform algorithms, and consumer behavior.

Scope of Services and Additional Work. Services provided under this Agreement are limited to those outlined in the applicable Schedule A. Any additional services, requests, revisions beyond scope, or new initiatives will require written approval and may be billed separately at Agency’s standard hourly rate.

Client Delays and Dependencies. Agency shall not be responsible for delays in performance resulting from Client’s failure to provide timely approvals, materials, access, or required information. Such delays may impact timelines, campaign effectiveness, and may result in additional fees.

Data and Tracking Disclaimer. Agency is not responsible for inaccuracies, discrepancies, or reporting variations within third-party analytics platforms, including but not limited to Google Analytics, Meta Ads Manager, CRM systems, or other tracking tools.

Payment and Service Continuity. Client acknowledges that timely payment is essential to the continuation of services. Agency reserves the right to pause, delay, or withhold services, campaigns, or deliverables in the event of late or non-payment. Agency shall not be liable for any impact resulting from such service interruptions.

Non-Exclusivity. Agency reserves the right to provide similar services to other clients, including competitors of Client, unless otherwise agreed to in writing.

Non-Solicitation. Client agrees not to directly or indirectly solicit, hire, or engage any Agency employee, contractor, or affiliate during the term of this Agreement and for a period of two (2) years following termination.

28. Data Privacy and Compliance

Agency and Client acknowledge their respective obligations under applicable data privacy and protection laws, including but not limited to the California Consumer Privacy Act (CCPA), the General Data Protection Regulation (GDPR), the CAN-SPAM Act, and any other federal, state, or international privacy regulations that may apply.

Data Collection and Use. In the course of providing services, Agency may collect, process, or have access to personal data on Client’s behalf, including but not limited to website visitor data, advertising audience data, customer email addresses, phone numbers, and behavioral tracking data obtained through pixels, cookies, and similar technologies.

Client Responsibilities. Client is solely responsible for ensuring that its website, landing pages, and digital properties maintain compliant privacy policies, cookie consent mechanisms, and opt-out procedures as required by applicable law. Client represents and warrants that it has obtained all necessary consents for the collection, use, and sharing of personal data in connection with the services provided under this Agreement.

Agency Responsibilities. Agency will handle all personal data in accordance with applicable laws and will not sell, share, or distribute personal data except as necessary to perform the services outlined in this Agreement. Agency will implement commercially reasonable security measures to protect personal data in its possession.

Data Breach Notification. In the event of a data breach involving personal data processed under this Agreement, the discovering party shall notify the other party within seventy-two (72) hours of becoming aware of the breach, and both parties shall cooperate in any required breach notification and remediation efforts.

29. Co-Operative Advertising

Where Client participates in manufacturer or brand co-operative ("co-op") advertising programs, the following terms apply:

Co-Op Program Compliance. Agency will use commercially reasonable efforts to design campaigns and materials that comply with the applicable co-op program guidelines provided by Client. However, Agency does not guarantee co-op approval or reimbursement, as final determination rests with the co-op program administrator.

Client Obligations. Client is responsible for providing Agency with current, complete, and accurate co-op program guidelines, deadlines, submission requirements, and pre-approval procedures. Client shall notify Agency of any changes to co-op terms promptly.

Submission and Documentation. Co-op claim preparation and submission, brand co-op coordination, and reimbursement reporting are the responsibility of Client’s marketing coordinator and are not included in Agency’s services unless expressly contracted in the applicable Schedule A. Where Schedule A does not include co-op claim preparation and submission, Agency’s sole obligations with respect to Co-Op Campaigns are the placement and management of the Campaigns within the advertising platforms and the delivery of creative screenshots to Client’s marketing coordinator. Client acknowledges that co-op reimbursement timelines are controlled by the program administrator and are outside of Agency’s control.

Risk of Denial. Client assumes all financial risk in the event that a co-op claim is denied, delayed, or only partially reimbursed. Agency’s fees and advertising costs remain due regardless of co-op reimbursement status.

30. Social Media and Ad Account Ownership

Client retains ownership of its own social media accounts and brand profiles. All advertising is delivered through Agency-owned advertising accounts. Agency provides and operates the advertising accounts, ad campaigns, pixels, tracking codes, and associated advertising and performance data on Agency’s own platforms and infrastructure; these are owned by and remain the property of Agency, are not created in Client’s name, and are not transferred to Client during or after the term of this Agreement. This structure keeps all advertising managed within Agency’s secure environment and avoids third-party data-sharing exposure.

Agency may create, manage, or access Client’s own accounts (such as social media profiles) as necessary to perform services, and will maintain administrative or partner-level access to those Client-owned accounts during the term of this Agreement, relinquishing such access upon termination, provided all outstanding balances are paid in full.

Agency retains ownership of any proprietary audience strategies, custom audience methodologies, campaign structures, and internal frameworks developed by Agency, even where such strategies are applied to Client’s accounts.

Upon termination, Agency will cooperate in a reasonable transition of access to Client-owned accounts within fifteen (15) business days of the effective termination date, subject to full payment of all outstanding balances. Agency-owned advertising accounts are not transferred; Agency will close those accounts so that Client’s payment-card information is no longer stored on or accessible through them.

31. Dispute Resolution

In the event of any dispute, claim, or controversy arising out of or relating to this Agreement, the parties agree to first attempt to resolve the matter through good-faith negotiation within thirty (30) days of written notice of the dispute.

If the dispute cannot be resolved through negotiation, the parties agree to submit the matter to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Arbitration shall take place in the State of Florida, and the decision of the arbitrator shall be final and binding upon both parties.

Each party shall bear its own costs and attorneys’ fees in connection with arbitration, unless the arbitrator determines that one party’s claims or defenses were frivolous, in which case the arbitrator may award reasonable attorneys’ fees to the prevailing party.

Nothing in this section shall prevent either party from seeking injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property, confidential information, or other proprietary rights.

32. Limitation of Liability — Time Period

Notwithstanding any other provision of this Agreement, Agency’s total cumulative liability for any and all claims arising out of or related to this Agreement shall not exceed the total fees paid by Client to Agency during the six (6) month period immediately preceding the event giving rise to the claim.

This limitation applies to all causes of action in the aggregate, including but not limited to breach of contract, negligence, strict liability, and any other legal or equitable theory.

33. Transition and Offboarding

Upon termination or cancellation of this Agreement, Agency will provide reasonable transition assistance to ensure continuity of Client’s marketing operations, subject to the following terms:

Transition Period. Following the effective date of termination or cancellation (however arising, including under Section 7 or Section 8), Client will have a transition period of thirty (30) days, which Client may extend one time by fifteen (15) days upon written request. Any transition period beyond forty-five (45) days in total must be mutually negotiated in writing and is subject to payment of all outstanding and continuing fees. The monthly retainer and any applicable fees continue to apply throughout the transition period.

Account Handoff. Agency will transfer administrative access to all Client-owned accounts (including but not limited to social media profiles, analytics platforms, and domain registrars) within fifteen (15) business days of the effective termination date, provided all outstanding balances are paid in full. Advertising is delivered through Agency-owned advertising accounts; these are not transferred. Agency will close the advertising accounts at the end of the engagement so that Client’s payment-card information is no longer stored on or accessible through them.

Data and Reporting. While the engagement is active, Agency provides Client with read-only access, including a reporting link, to view and download performance reports and campaign data directly from the advertising accounts. Agency does not download, export, or retain copies of Client’s historical data. Once Agency’s access is disconnected and the Agency-owned advertising accounts are closed at the end of the engagement, Agency no longer has API or platform access and cannot generate or provide any further reporting. Agency is not required to provide proprietary internal reports, methodologies, or strategic frameworks.

Transition Assistance. Agency does not provide assistance with transitioning to, or onboarding, a successor agency. The standard account handoff is limited to relinquishing access to Client-owned accounts as described above. Any other transition assistance Agency may agree to provide is at Agency’s sole discretion and billed at Agency’s standard hourly rate of $200/hour.

Exclusive Account Access During Transition. During the transition period, Client agrees not to grant access to any successor agency, third-party consultant, or additional parties on any social media accounts, advertising accounts, analytics platforms, pixels, or any other digital properties that Agency is actively managing or in the process of transitioning. This restriction remains in effect until Agency has fully completed the account handoff and confirmed in writing that the transition is complete. This provision exists to prevent conflicts, unauthorized charges, data integrity issues, or campaign disruptions that may arise from multiple parties having simultaneous access to the same accounts during the transition process.

Content and Assets. Throughout the engagement, Agency sets the Client up with access to all of the Client’s content, approved creative assets, and final deliverables. That access is disconnected when the partnership ends. Agency retains the right to maintain portfolio copies of work produced during the engagement for promotional purposes, unless otherwise agreed in writing.

34. Use of Artificial Intelligence and Automated Tools

Client acknowledges and agrees that Agency may utilize artificial intelligence (AI) tools, machine learning platforms, automated bidding systems, and other technology-assisted processes in the delivery of services under this Agreement. These tools may be used for, but are not limited to, content generation, ad copy drafting, audience optimization, bid management, reporting analysis, and campaign strategy development.

Agency will exercise professional judgment in the use of such tools and will review AI-generated outputs for quality and accuracy before publication or deployment on Client’s behalf.

Client acknowledges that AI-generated content may require additional review and that Agency does not guarantee that AI-assisted outputs will be free from error, bias, or inaccuracy. Client retains final approval authority over all published content in accordance with the approval terms outlined in this Agreement.

Agency shall not be liable for any claims arising from the use of AI tools where such use is consistent with industry standards and the outputs have been approved or deemed approved under this Agreement.

35. Record Retention

Advertising is delivered through Agency-owned advertising accounts that are closed at the end of the engagement. Once those accounts are closed, Agency no longer has access to historical advertising data, reports, or account records and cannot retrieve them.

Agency does not download, export, or retain copies of Client’s historical advertising data. Reporting is made available to Client through read-only access (including a reporting link) while the engagement is active; once Agency’s access is disconnected, Agency has no API or platform access and cannot generate or provide further reporting.

Client is responsible for viewing and downloading any reports, records, or data it wishes to retain during the engagement and prior to termination, using the read-only access Agency provides. Agency shall not be liable for the loss or unavailability of data, records, or reports after the advertising accounts are closed.

36. Monthly Retainer Amount, Payment Information, and Authorization

Specific Monthly Rate, Maximum Monthly Hours, Hourly Rate (Overage), Monthly Ad Spend Amount, Contract Term, Effective Date, and Initial Term End Date are set forth in the applicable Schedule A executed between the parties.

Client hereby authorizes Luxury Brand Marketing, LLC to charge Client’s credit card once per month for payment of Monthly Retainer Services through the end of the contract Term. This authorization is in effect for the period of the contract at an hourly rate of $200/hour for any work exceeding the maximum monthly hours outlined in the applicable Schedule A.

If a new contract is not signed upon the annual anniversary date, this contract will automatically renew under the same terms and conditions.

If Luxury Brand Marketing, LLC is unable to process Client’s payment, Client will be responsible for an alternate payment arrangement and any resulting processing fees that may be incurred. A late fee of $25.00 will be applied for payments made after the contract date of each month.

Client understands that all expenses will be charged on Client’s behalf and these may include additional charges from any previous months. Processing charges may take 7–10 business days before the monthly billing date. If Client uses all monthly service hours prior to the billing date, charges will be billed in advance, or services will pause until the next billing cycle begins.

Cancellation Notice. Client must provide thirty (30) days written notice prior to the anniversary date of the contract to cancel. Failure to provide timely written cancellation notice will result in automatic renewal for an additional thirteen (13) month term.

37. Independent Contractor Status

The relationship between Agency and Client is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment relationship, or agency relationship between the parties. Agency is solely responsible for its own employees, contractors, taxes, benefits, insurance, and business expenses, and neither Agency nor any of its personnel are entitled to any benefits, compensation, or employment-related rights from Client other than the fees set forth in the applicable Schedule A. Each party acts as an independent contractor and has no authority to bind the other party except as expressly provided in writing. Neither party will represent itself as an employee, agent, or representative of the other party.

38. Formal Notices

All formal legal notices required or permitted under this Agreement (including notices of breach, termination, default, indemnification claims, dispute, or other matters of legal significance) must be in writing and delivered to the address or notice email designated by each party on the Signature Page of the applicable Schedule A. Notices may be delivered by (i) hand delivery, (ii) certified or registered U.S. mail with return receipt requested, (iii) nationally recognized overnight courier with tracking, or (iv) email to the designated notice email with delivery confirmation. Notice is effective upon receipt for hand delivery, three (3) business days after deposit for certified or registered mail, the next business day after deposit for overnight courier, or upon delivery confirmation for email. Operational communications between the parties (including campaign requests, asset deliveries, approvals, scheduling, and routine reporting) are not legal notices and are governed by Section A.1.6 of the applicable Schedule A. Either party may update its designated notice address or email upon written notice to the other party in accordance with this Section.

39. No Audit Rights; Client Access to Platform-Level Billing

Client is not granted any right to audit, inspect, review, request, or compel production of Agency’s records, time entries, internal time logs, service-hours utilization or breakdowns, billing detail beyond the monthly invoice, methodologies, employee or compensation information, proprietary tools, or any other internal business records of Agency under this Agreement. Agency maintains all such records solely for its own internal business purposes. Agency’s monthly invoices constitute the final and binding accounting of fees due for the applicable billing period, subject only to the dispute window set forth in Section 5 (Billing Disputes). Nothing in this Agreement shall be construed to grant Client any audit, inspection, or records-production right against Agency.

Client Access to Advertising Financials. Advertising spend is funded by the Client through a payment method the Client authorizes Agency to connect to Agency’s advertising accounts. Because those advertising accounts are owned and operated by Agency, Agency provides Client with read-only access to view advertising spend, billing, charges, and financials within the accounts, and to download spend and performance reporting. This is view and reporting access rather than account control. Upon termination, Agency closes the advertising accounts so that Client’s payment-card information is no longer stored on or accessible through them.

40. Release of Liability

In consideration of the Services provided under this Agreement and the fees paid to Agency, Client, on behalf of itself and its successors, assigns, parents, subsidiaries, affiliates, officers, directors, employees, contractors, and representatives (collectively, the "Releasing Parties"), hereby releases, waives, discharges, and covenants not to sue Agency, its members, officers, employees, contractors, and affiliates (collectively, the "Released Parties") from any and all liability, claims, demands, actions, causes of action, costs, expenses, and damages of any kind whatsoever, whether known or unknown, foreseen or unforeseen, that arise out of or relate to any of the following:

• (a) Performance outcomes, including but not limited to revenue, leads, traffic, engagement, conversions, search rankings, return on advertising spend (ROAS), return on investment (ROI), cost per result, or any specific business or marketing metric.
• (b) Third-party platform actions, policies, algorithm changes, account restrictions, suspensions, fee changes, API changes, outages, or service interruptions affecting Meta (Facebook/Instagram), Google, Pinterest, TikTok, LinkedIn, X, YouTube, or any other advertising, social, or analytics platform.
• (c) Brand co-op program decisions, including denial, delay, partial reimbursement, or recast of co-op claims; brand-imposed budget changes, holds, or accelerations; brand-imposed creative requirements or rejections; and missed brand co-op windows.
• (d) Approved content, campaigns, or creative materials, including content deemed approved under the approval terms of this Agreement, and any claims, damages, or losses arising from publication of approved materials.
• (e) Reduced Campaign performance, missed seasonal windows, suboptimal pacing, or planning impacts resulting from late or incomplete Client submissions, late brand approvals, late co-op funding allocations, or late asset deliveries by Client or by brands and manufacturers on Client’s behalf.
• (f) Variance between Client’s approved Ad Spend Budget and actual Ad Spend within the variance tolerances set forth in the applicable Schedule A, including platform pacing variances, optimization-driven overspend within authorized Campaigns, and reallocations performed under the applicable Schedule A.
• (g) Outputs generated by artificial intelligence, machine learning, or automated tools used by Agency in the course of providing Services, where such outputs have been approved or deemed approved by Client under this Agreement.
• (h) Discrepancies, inaccuracies, or reporting variations in third-party analytics, reporting, attribution, or tracking platforms, including but not limited to Google Analytics, Meta Ads Manager, CRM systems, server-side conversion APIs, and pixel-based tracking.
• (i) Account access issues, account suspensions, account restrictions, or login problems arising from platform actions, security flags, multi-user access conflicts, or third-party changes outside Agency’s control.
• (j) Errors, inaccuracies, omissions, intellectual-property issues, or compliance issues in materials supplied by Client or by brands and manufacturers on Client’s behalf, including but not limited to copy, graphics, logos, trademarks, images, video, audio, product information, pricing, and promotional terms.

This Release is a knowing and voluntary release given in exchange for valuable consideration. Client acknowledges that Client has read this Release, understands its terms, and intends it to be effective. Client waives the benefit of any statute or rule of law that would otherwise limit the scope of this Release to claims known by Client at the time of execution.

This Release is in addition to, and does not limit, the Limitation of Liability provisions in Sections 17 and 32 of this Agreement; in the event of any conflict, the provision more favorable to Agency controls.

41. Mandatory Pause of New Work During Contract Discussions

Upon the Client’s initiation of any renegotiation, rescoping, reduction, modification, or other discussion concerning the commercial terms of this Agreement, all new and non-time-sensitive work on the Client’s account shall be automatically paused, without further notice or action required by the Agency. The pause applies to, but is not limited to, new campaign launches, new builds, new project initiations, new creative production, new asset development, and any work not already in active execution as of the date such discussions commence. The pause shall remain in effect until the parties have executed a written amendment resolving the discussions or until the Client has confirmed in writing that the discussions are concluded and the existing Agreement remains in effect without modification. Work in active execution as of the date discussions commence, ongoing account management, and previously committed time-sensitive deliverables shall continue, in the Agency’s reasonable discretion. The monthly retainer shall continue to be billed in full during any such period of discussion, and the pause shall not constitute a breach of this Agreement or entitle the Client to any credit, refund, or reduction of the retainer.

42. Communication Standards

The Agency will communicate material pauses, delays, or reprioritizations of contracted work to the Client’s designated point of contact in the Agency’s established project communication channel. The Client is responsible for ensuring that information shared with the designated point of contact is distributed internally within the Client’s organization. The Agency is not responsible for internal communication gaps within the Client’s team and shall not be deemed to have failed to communicate where notice was provided through the designated channel.

43. Data Processing Addendum (DPA)

This Section supplements Section 28 and applies to the extent Agency processes personal data on Client’s behalf in providing the Services. In the event of a conflict between this Section and the remainder of the Agreement regarding the processing of personal data, this Section controls.

Roles of the Parties. For personal data Agency processes on Client’s behalf in providing the Services (including advertising audience data, pixel and tracking data, and customer contact data), Client is the controller (and "business") and Agency acts as a processor (and "service provider"). Each party will comply with applicable data protection laws, including the EU General Data Protection Regulation (GDPR), the UK GDPR, and the California Consumer Privacy Act as amended by the CPRA (CCPA).

Scope, Purpose, and Instructions. Agency will process personal data only to provide the Services and on Client’s documented instructions (including those in this Agreement and the applicable Schedule A), and not for any other purpose.

CCPA/CPRA Service Provider. Agency is a "service provider" with respect to personal data disclosed by or collected on behalf of Client. Agency will not: (i) sell or share such personal data; (ii) retain, use, or disclose it for any purpose other than performing the Services or as otherwise permitted by the CCPA; or (iii) combine it with personal data from other sources except as permitted by the CCPA. Agency certifies that it understands and will comply with these restrictions.

Confidentiality and Security. Agency will ensure that persons authorized to process personal data are bound by appropriate confidentiality obligations and will implement commercially reasonable technical and organizational security measures appropriate to the risk.

Sub-processors. Client authorizes Agency to engage sub-processors, including advertising, analytics, and technology platforms such as Google and Meta, to provide the Services. Agency will impose data protection obligations on its sub-processors that are substantially similar to those set out in this Section.

Data Subject and Consumer Requests. Taking into account the nature of the processing, Agency will provide Client with reasonable assistance to respond to requests from data subjects or consumers to exercise their rights (including access, deletion, correction, and opt-out) and to cooperate with applicable regulators, to the extent legally required.

International Transfers. Where personal data originating in the European Economic Area, the United Kingdom, or Switzerland is transferred to a country that has not received an adequacy decision, the parties agree that the applicable Standard Contractual Clauses (SCCs), together with the UK International Data Transfer Addendum where relevant, are incorporated into this Agreement by reference and govern such transfers.

Return and Deletion. Consistent with Sections 33 and 35, upon termination Agency will cease processing personal data, and because Agency-owned advertising accounts are closed at the end of the engagement, Agency will not retain personal data within those accounts. Client is responsible for exporting any data it wishes to retain before such closure.

Breach Notification. Data breach notification is governed by Section 28 of this Agreement.

44. Electronic Signatures and Counterparts

This Agreement, the applicable Schedule A, and any amendment may be executed electronically and in one or more counterparts, each of which is deemed an original and all of which together constitute one and the same agreement.

The parties agree that electronic signatures — including signatures captured through e-signature platforms (such as DocuSign, Dropbox Sign, PandaDoc, or similar) and signatures delivered by electronic means — are valid, binding, and enforceable to the same extent as handwritten signatures, in accordance with the U.S. ESIGN Act and the Uniform Electronic Transactions Act (UETA). Each party consents to transact by electronic means and waives any objection to the validity, enforceability, or admissibility of this Agreement based solely on the electronic form of the signature or its electronic delivery.

45. Website Development — Ownership and Handoff

Client Ownership. Upon full payment, Client owns the final, approved website Agency develops for Client, including the visual design, page content and copy, and the compiled code that runs the site. Client retains its domain name(s) and URL(s), registered in Client’s name, and its website content, during and after the engagement.

Agency-Retained Materials. Agency retains ownership of its pre-existing and proprietary tools, frameworks, libraries, reusable code, and templates not created exclusively for Client. To the extent any such materials are incorporated into the website, Agency grants Client a non-exclusive, perpetual license to use them as part of the delivered website.

Third-Party Components. Third-party software, themes, plugins, fonts, and open-source components remain subject to their own licenses, and Client is responsible for maintaining any required third-party subscriptions or licenses after termination.

Handoff on Termination. Upon termination or completion, and subject to payment of all outstanding balances, Agency will deliver to Client administrative access to the website and its content management system, the site files and source code for the delivered website, and access to the Client-owned domain registrar and hosting, within fifteen (15) business days. This website handoff is separate from the advertising accounts addressed in Sections 30, 33, and 39, which are Agency-owned and are closed at the end of the engagement.

46. Advertising Spend Funding, Failed Payments, and Chargebacks

All advertising spend must be funded by Client through the payment method Client authorizes Agency to connect to Agency’s advertising accounts. Client is responsible for maintaining a valid, sufficiently funded payment method on file at all times. Advertising spend is paid by Client and passed through at cost; Agency does not apply any markup, commission, or margin to advertising spend, and Agency’s compensation for the Services is the monthly retainer set forth in the applicable Schedule A.

If a payment to any advertising network fails, is declined, or is otherwise not collected, the affected campaigns will be paused automatically. If the failure is not resolved within thirty (30) days — by successful payment or by Client providing a valid replacement card — the affected advertising account(s) will be shut down.

Client acknowledges that advertising platforms (including Google and Meta) treat declined cards, failed or insufficient payments, and chargebacks or payment reversals as suspicious payment activity, and may suspend or permanently disable the advertising account(s) — and other accounts linked by shared payment method, email, or manager account — as a result. Such platform actions are outside Agency’s control. Client agrees not to initiate a chargeback or payment reversal for legitimate advertising charges and will instead use the billing-dispute process in Section 5. Agency shall not be liable for any loss of campaigns, data, account access, or performance resulting from failed payments, chargebacks, or the resulting platform actions, and Client remains responsible for all amounts due.

47. Confidential and Third-Party Information

In addition to Section 13 (Confidentiality) and Section 28 (Data Privacy and Compliance), Client acknowledges and agrees that Agency cannot and will not disclose, share, export, or transfer to Client, a successor agency, or any other party the following categories of confidential or third-party information, whether during or after the term of this Agreement:

• Co-op program guidelines, rates, reimbursement terms, and co-op budgets;
• Brand- or manufacturer-provided budgets, pricing, margins, allowances, and promotional terms;
• Other clients’, brands’, or manufacturers’ data, strategies, audiences, creative, or performance;
• Negotiated platform or vendor rates and Agency cost data;
• Agency’s proprietary audience methodologies, custom audiences, campaign structures, and internal frameworks;
• Account- or platform-level data tied to Agency-owned advertising accounts, beyond the read-only reporting Agency provides under Sections 33 and 39;
• Third-party contracts, non-disclosure agreements, and confidential communications with brands, platforms, or vendors.

Nothing in this Agreement requires Agency to disclose information that it is contractually or legally prohibited from sharing, or that constitutes the confidential or proprietary information of Agency or any third party.

48. Survival

The following provisions, and any others that by their nature are intended to survive, will survive the termination or expiration of this Agreement: Sections 5 and 36 (amounts owed and payment authorization for accrued amounts), 12 and 45 (intellectual property and website ownership), 13 (confidentiality), 16 (indemnification), 17 and 32 (limitation of liability), 18 and 40 (releases of liability), 22 and 31 (governing law and dispute resolution), 23 (severability), 28 and 43 (data privacy and the Data Processing Addendum, for as long as Agency holds personal data), 30, 33, 35, 39, and 46 (ad-account ownership, offboarding, data and reporting, financial access, and advertising-spend funding), and 47 (confidential and third-party information).

The non-solicitation obligation in Section 27 survives for two (2) years following termination, consistent with applicable Florida law.

49. Order of Precedence

This Agreement consists of these Terms of Service together with the applicable Schedule A executed by the parties. In the event of a conflict between these Terms and a Schedule A, the Schedule A controls with respect to the specific engagement it governs, except where these Terms expressly state that a particular provision governs.