Advertising Agency Proposal to Client

GOVERNING LAW; JURISDICTION; VENUE (a) Governing Law. This Agreement and any dispute arising out of or related to it — including its formation, interpretation, performance, breach, or termination — will be governed by and construed in accordance with the laws of the State of Governing law state (e.g. New York), without regard to its conflict-of-law provisions. (b) Consent to Jurisdiction. Each party irrevocably submits to the exclusive personal jurisdiction of the state and federal courts located in Venue county (e.g. New York) County, Governing law state (e.g. New York) for any action or proceeding arising out of or relating to this Agreement that is not subject to arbitration under the Dispute Resolution clause (if any). (c) Venue. Each party waives any objection to the laying of venue in the courts identified in Section (b), and waives any claim that such courts are an inconvenient forum. (d) Service of Process. Service of process in any such action may be made by any method authorized by the applicable court rules or by mailing a copy of the summons and complaint by registered or certified mail, return receipt requested, to the party's address set forth in this Agreement. (e) Prevailing Party. In any dispute arising under this Agreement, the prevailing party is entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party, unless the parties have agreed to a different allocation in the Dispute Resolution clause.

REPRESENTATIONS AND WARRANTIES (a) Mutual Representations. Each party represents and warrants to the other, as of the Effective Date and throughout the term of this Agreement, that: (i) Authority. It has the full legal right, power, and authority to enter into this Agreement and to perform its obligations hereunder; (ii) No Conflicts. Its execution, delivery, and performance of this Agreement do not and will not: (A) violate any applicable law, regulation, or court order; or (B) conflict with or result in a breach of any agreement to which it is a party; (iii) Binding Obligation. This Agreement constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms; (iv) No Litigation. As of the Effective Date, there is no pending or, to its knowledge, threatened legal proceeding that would materially impair its ability to perform its obligations under this Agreement; and (v) Compliance with Law. It will comply with all applicable laws and regulations in performing its obligations or exercising its rights under this Agreement. (b) Agency Representations. Your name / business name additionally represents and warrants that: (i) Professional Standards. It will perform the Services in a professional and workmanlike manner consistent with industry standards; (ii) Non-Infringement. The materials, methodologies, and content created by Your name / business name (excluding Client-supplied content) will not, to Your name / business name's knowledge, infringe or misappropriate any third party's copyright, trademark, patent, trade secret, or other intellectual property right; (iii) Qualifications. It has the skills, experience, and qualifications necessary to perform the Services; and (iv) No Deceptive Practices. It will not engage in deceptive, unfair, or fraudulent practices in connection with the Services, including practices that violate the FTC Act or any analogous consumer-protection law. (c) Client Representations. Client name / business name additionally represents and warrants that: (i) Content Accuracy. All product descriptions, claims, pricing information, testimonials, and other materials supplied by Client name / business name to Your name / business name for publication or promotion are, to Client name / business name's knowledge, truthful, accurate, and not misleading, and are substantiated by competent and reliable evidence where required by applicable law; (ii) Ownership and Licenses. Client name / business name owns or has obtained all necessary rights, licenses, and permissions for all content, assets, images, trademarks, and data that Client name / business name provides to Your name / business name for use in the Services, and Client name / business name's provision of such materials to Your name / business name does not violate any third party's intellectual property rights; (iii) Regulatory Compliance. Client name / business name's products, services, and business practices comply with all applicable laws and regulations, and Client name / business name is not aware of any pending or threatened regulatory investigation or enforcement action that would affect the permissibility of the Services; (iv) Account Authority. Client name / business name has or will obtain all necessary rights, consents, and authorities to grant Your name / business name access to Client name / business name's advertising accounts, analytics platforms, email lists, and other systems required to perform the Services; and (v) No Restricted Industry Violations. Client name / business name's products and services do not violate the advertising policies of the platforms on which the Services will be performed. (d) Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS SECTION, NEITHER PARTY MAKES ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Your name / business name DOES NOT WARRANT SPECIFIC BUSINESS OUTCOMES, REVENUE RESULTS, SEARCH RANKINGS, ENGAGEMENT RATES, OR ROI FROM THE SERVICES.

CONFIDENTIALITY (a) Definition. "Confidential Information" means all non-public information disclosed by one party ("Discloser") to the other ("Recipient") in connection with this Agreement that is designated as confidential at the time of disclosure, or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Without limiting the foregoing, Confidential Information includes: business plans, financial data, pricing, fee structures, customer and prospect lists, keyword research, campaign strategies, methodologies, software, technical specifications, and personnel information. (b) Exclusions. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of Recipient; (ii) Recipient already knew before receiving it from Discloser, as shown by written records; (iii) Recipient independently develops without use of or reference to the Confidential Information; or (iv) Recipient rightfully receives from a third party without restriction. (c) Obligations. Recipient will: (i) use Discloser's Confidential Information solely to perform or receive the Services under this Agreement; (ii) disclose it only to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than this clause; and (iii) protect it with at least the same degree of care it uses for its own confidential information of similar sensitivity, but in no event less than reasonable care. (d) Compelled Disclosure. Recipient may disclose Confidential Information if required by law, court order, or regulatory authority, provided that Recipient: (i) gives Discloser prompt prior written notice to the extent legally permitted; (ii) cooperates with Discloser in seeking a protective order or other appropriate relief; and (iii) discloses only what is legally required. (e) Trade Secrets. Obligations with respect to information that constitutes a trade secret under applicable law (including the Defend Trade Secrets Act, 18 U.S.C. § 1836) will continue for as long as such information remains a trade secret, notwithstanding any shorter survival period stated below. (f) Subcontractors. Your name / business name may share Client name / business name's Confidential Information with approved subcontractors solely to the extent necessary for them to perform work under this Agreement, provided each subcontractor is bound by written confidentiality obligations at least as protective as this clause. (g) Return or Destruction. Upon termination or expiration of this Agreement, or upon Discloser's written request, Recipient will promptly return or securely destroy all of Discloser's Confidential Information (including copies) and certify such return or destruction in writing, except as required by law or for legal-hold purposes. (h) Survival. This Section survives termination or expiration of this Agreement for a period of 3 years, except as provided in Section (e).

4.1 Client Obligations. Client acknowledges that successful delivery of the Services depends on Client's active and timely cooperation. Client shall, throughout the Term: (a) designate a primary contact ("Client Contact") with authority to approve content, provide assets, and bind Client on day-to-day operational matters — identified in the Order Form as Client Primary Contact Name, Client Approval Contact Email; (b) respond to requests for information, approvals, content, assets, or feedback within 5 business days of Agency's written request (email sufficient). 4.2 Delay Consequences — Timeline Toll. If Client fails to respond or deliver required materials within the timeframe in Section 4.1(b), all downstream project deadlines and milestone dates will automatically toll on a day-for-day basis for each business day of Client-caused delay. Agency will notify Client in writing within 2 business days of any such delay triggering a timeline adjustment. 4.3 Delay Consequences — Fee Adjustment. If a Client-caused delay under Section 4.1(b) exceeds Delay Days Triggering Scope Change cumulative business days in any 30-day period, Agency may treat the resulting additional work (re-briefing, rework, strategy adjustment) as an out-of-scope change and issue a Change Order. Additional fees under a Change Order triggered by Client delay shall not exceed 5% of the applicable SOW value without Client's written approval. 4.4 Deemed Approval. If Client fails to provide written approval or written objection to a delivered item within 5 business days of Agency's written request for approval, the item will be deemed approved for purposes of proceeding to the next stage. Deemed approval does not waive Client's right to request revisions within any revision window specified in this Agreement. 4.5 Right to Invoice Despite Blockage. If Agency has completed a stage or deliverable that is ready for Client review and Client's delay in reviewing or approving prevents Agency from issuing a scheduled milestone invoice, Agency may issue that invoice when the deliverable is submitted, regardless of whether Client has provided approval. Payment terms run from the invoice date, not from the approval date. 4.6 Right to Suspend. If a Client-caused delay exceeds 10 cumulative business days, Agency may, on 5 business days' written notice, suspend all active work under the affected SOW. During suspension: (a) all timelines and deadlines toll; (b) Agency's obligations under any SLA or response-time commitment are suspended; and (c) Agency will not accrue liability for non-performance. Suspension does not constitute termination and does not trigger the kill fee under Section Kill Fee Section Reference unless Agency affirmatively elects to terminate following an unremedied suspension period exceeding 30 additional days.

9. Reporting Cadence, Format & Contacts 5.1 Standard Monthly Report. Your name / business name shall deliver a written performance report to Report Recipient Name at Report Recipient Email no later than the 5 business day of each calendar month covering the prior calendar month ("Monthly Report"). Each Monthly Report shall include, at minimum: (a) a summary of work completed during the reporting period; (b) performance data for the KPIs identified in Exhibit B, compared against the baseline and prior-period actuals; (c) material platform or algorithm changes observed during the period and their assessed impact; (d) a description of planned activities for the upcoming month; and (e) any outstanding action items assigned to Client. 5.2 Report Format. Reports shall be delivered in Report Format (e.g., PDF, Looker Studio) format (e.g., PDF, Google Data Studio / Looker Studio link, Excel). If delivery is via a live dashboard, Your name / business name shall also deliver a static PDF snapshot of the dashboard data as of the report date. 5.3 Strategy Call Cadence. The parties shall hold a strategy call of no less than 60 minutes on a Strategy Call Frequency (e.g., monthly, bi-weekly) basis. Calls shall be scheduled by mutual agreement using Scheduling Tool (e.g., Calendly, Google Meet). Your name / business name's account manager, Agency Account Manager Name, shall attend all scheduled strategy calls unless illness or emergency prevents attendance, in which case Your name / business name shall designate an equally qualified substitute and provide 24 hours' advance notice. 5.4 Designated Contacts. | Party | Role | Name | Email | Phone | |---|---|---|---|---| | Your name / business name | Account Manager | Agency Account Manager Name | Agency Account Manager Email | Agency Account Manager Phone | | Client | Primary Contact | Client Primary Contact Name | Client Approval Contact Email | Client Primary Contact Phone | Either party may change its designated contact by providing 5 business days' written notice to the other party. 5.5 Reporting Disputes. If Client disputes the accuracy of any reported metric, Client shall notify Your name / business name in writing within 30 business days of report delivery, specifying the disputed data point and the basis for the dispute. The parties shall use good faith efforts to resolve the dispute within 10 business days. Failure to raise a dispute within the specified window constitutes acceptance of the reported data for contractual purposes.

13. No Guarantee of Results 6.1 Disclaimer of Outcome Warranties. DIGITAL MARKETING RESULTS ARE INHERENTLY VARIABLE AND SUBJECT TO FACTORS OUTSIDE Your name / business name (uppercase render)'S CONTROL. Your name / business name MAKES NO WARRANTY, EXPRESS OR IMPLIED, THAT THE SERVICES WILL ACHIEVE ANY PARTICULAR: (a) SEARCH ENGINE RANKING POSITION FOR ANY KEYWORD; (b) VOLUME OF WEBSITE TRAFFIC, LEADS, OR CONVERSIONS; (c) RETURN ON AD SPEND (ROAS) OR COST PER LEAD (CPL); (d) FOLLOWER COUNT, REACH, IMPRESSIONS, OR ENGAGEMENT RATE; (e) EMAIL OPEN RATE, CLICK-THROUGH RATE, OR REVENUE ATTRIBUTABLE TO EMAIL CAMPAIGNS; OR (f) REVENUE, PROFIT MARGIN, OR BUSINESS OUTCOME OF ANY KIND. 6.2 Process Warranty. Notwithstanding Section 6.1, Your name / business name warrants that: (a) the Services will be performed by qualified professionals using reasonable skill and care consistent with generally accepted industry practices; (b) Your name / business name will apply documented methodologies and best-practice frameworks appropriate to the Services; and (c) Your name / business name will not knowingly implement tactics that violate applicable platform terms of service or applicable law. 6.3 Third-Party Platforms. Client acknowledges that the Services depend in part on third-party platforms (including without limitation Google Search, Meta, LinkedIn, TikTok, and other social networks) whose algorithms, policies, and auction dynamics are proprietary, subject to unannounced change, and entirely outside Your name / business name's control. Your name / business name shall not be liable for any loss of rankings, visibility, ad delivery, or account access resulting from a platform-initiated change, policy update, or algorithmic adjustment. 6.4 FTC Advertising Substantiation. Any performance projections, case studies, or estimates provided by Your name / business name in proposals, pitch materials, or strategy documents are based on historical data and reasonable professional judgment. They are illustrative only and do not constitute guarantees. Client shall not instruct Your name / business name to publish advertising claims on Client's behalf that Client cannot substantiate with competent and reliable evidence as required under applicable FTC guidelines. 6.5 Exit Clause — Performance Shortfall. If the parties have included a Performance Trigger Exit clause in the Order Form, Client may invoke its rights under that clause solely in accordance with the terms stated therein, which constitutes the exclusive remedy for performance shortfall under this Agreement.

14. Platform Policy & De-Platforming Risk Disclaimer 7.1 General Platform Risk Disclaimer. Client acknowledges that the success and continuity of the Services depend on the ongoing availability and terms of third-party platforms. Platform operators may at any time, without notice, modify their terms of service, restrict account features, suspend or terminate accounts, reject advertising content, reduce organic reach, alter ranking algorithms, or discontinue products or APIs that Your name / business name uses to provide the Services. Your name / business name shall not be liable for any loss, expense, or opportunity cost resulting from any such platform-initiated action. 7.2 Shared Platform Compliance Obligation. Both parties shall comply with the then-current terms of service of each platform used in connection with the Services. Client shall ensure that Client's website, products, services, and advertising claims comply with applicable platform advertising policies. Your name / business name shall not implement tactics that Your name / business name knows to be in violation of current platform terms. Each party shall promptly notify the other upon becoming aware of any platform policy violation that could affect the Services. 7.3 Account Suspension Response SLA. In the event of an account suspension, ad account ban, or material platform penalty affecting the Services, Your name / business name shall: (a) notify Client in writing within 24 hours of becoming aware of the suspension; (b) investigate the cause and provide a preliminary written assessment within 5 business days; and (c) submit an appeal or remediation request to the platform within 10 business days if, in Your name / business name's professional judgment, an appeal is viable. Your name / business name does not guarantee reinstatement and shall not be liable if a platform declines to reinstate a suspended account. 7.4 Policy Change as Material Change. If a platform implements a policy change that, in Your name / business name's professional judgment, materially affects the strategy, deliverables, or expected outcomes of the Services, Your name / business name shall notify Client in writing within 10 business days. The parties shall then negotiate in good faith an amendment to the Statement of Work to reflect the changed operating environment. If the parties cannot agree on an amended scope within 5 business days, either party may terminate the affected Service line on 30 days' written notice without penalty. 7.5 High-Risk Industry Carve-Out. If Client's business operates in a category that platforms designate as restricted or requiring special authorization — including without limitation financial services, healthcare and pharmaceuticals, cannabis, gambling, adult content, or political advertising — Client represents and warrants that it holds all required platform certifications and authorizations. Client shall promptly provide evidence of such authorizations upon Your name / business name's request. Your name / business name shall not be responsible for ad delivery failures or account suspensions arising from Client's failure to maintain required platform certifications.

10. KPI Definition, Baseline Measurement & Attribution Model 8.1 KPI Schedule. The specific key performance indicators ("KPIs") for which Your name / business name is accountable under this Agreement are set forth in Exhibit B ("KPI Schedule"), which is incorporated by reference. The KPI Schedule shall specify, for each KPI: (a) the metric name and definition; (b) the measurement tool and data source; (c) the baseline value; (d) the target value or target range; and (e) the measurement period. 8.2 Baseline Lock-In. Within Days After Effective Date to Complete Baseline Measurement business days of the Effective Date (the "Baseline Period"), Your name / business name shall measure and document the pre-engagement baseline value for each KPI using the tools and data sources specified in Exhibit B. The baseline values shall be recorded in a signed Baseline Confirmation ("Baseline Confirmation"), which shall be countersigned by Client within 5 business days. Once countersigned, the Baseline Confirmation shall govern all performance calculations under this Agreement and shall not be retroactively revised except by mutual written amendment. 8.3 Measurement Tools. Performance shall be measured exclusively using the tools identified in Exhibit B. Where conflicting data exists between tools, the tool designated as the "primary source" in Exhibit B shall govern. Your name / business name shall notify Client within 30 business days before making any change to a primary measurement tool, and the parties shall agree in writing on a data-continuity methodology before the change takes effect. 8.4 Attribution Model. All conversion and revenue attribution shall be calculated using the Attribution Model (e.g., last-click, data-driven, linear) attribution model as configured in Attribution Tool (e.g., Google Analytics 4). Client acknowledges that attribution methodology affects reported performance figures and agrees that the model specified herein shall be the exclusive basis for calculating any performance-based fees. Material changes to the attribution model require a written amendment signed by both parties. 8.5 Agency Control vs. External Factors. The KPI targets in Exhibit B represent Your name / business name's professionally informed projections based on the baseline data, competitive analysis, and planned activities as of the Effective Date. Client acknowledges that KPI outcomes are influenced by factors outside Your name / business name's control, including without limitation: search engine algorithm updates, platform policy changes, competitive activity, macroeconomic conditions, seasonality, Client-side conversion rate factors, product pricing, and website infrastructure. Failure to achieve a KPI target shall not constitute a breach of this Agreement absent a separate written performance guarantee. 8.6 Performance-Based Fee Trigger. If this Agreement includes a performance-based fee component as specified in the Order Form, such fees shall become payable only if and when: (a) the KPI specified as the performance trigger in the Order Form exceeds the threshold value specified therein; (b) the measurement is taken during the measurement window specified in the Order Form; and (c) the result is confirmed using the primary measurement tool in Exhibit B. Performance fees that are triggered shall be invoiced within 5 business days of the end of the applicable measurement period.

11. Third-Party Costs, Tool Pass-Throughs & Paid Placements 9.1 Bundled vs. Pass-Through Costs. The fees in the Order Form include only those third-party tool subscriptions and platform costs expressly listed as "Bundled" in Exhibit C ("Cost Schedule"). All other third-party costs are "Pass-Through Costs" and shall be billed to Client separately in accordance with this Section. 9.2 Pre-Approval Requirement. Except as provided in Section 9.3, Your name / business name shall obtain Client's prior written approval before incurring any single Pass-Through Cost exceeding Dollar Threshold Requiring Prior Approval or any series of related Pass-Through Costs expected to exceed Dollar Threshold Requiring Prior Approval in the aggregate within a calendar month. Your name / business name shall submit a brief written description of the proposed cost, its business purpose, and estimated amount to Client Approval Contact Email. Client shall respond within 5 business days; failure to respond constitutes approval. 9.3 Expedited Carve-Out. Your name / business name may incur Pass-Through Costs below Dollar Threshold for Expedited Carve-Out without prior approval if the cost is urgent (e.g., domain renewal, emergency CDN fee, critical plugin license), provided that Your name / business name notifies Client in writing within 24 hours of incurring the cost. This carve-out may not be used more than 3 times per calendar month. 9.4 Monthly Cap. Unless otherwise agreed in writing, Client's total Pass-Through Cost exposure (excluding paid advertising spend managed under a separate media order) shall not exceed Monthly Pass-Through Cost Cap (Excluding Ad Spend) per calendar month. If Your name / business name anticipates Pass-Through Costs will exceed this cap in a given month, it shall provide written notice and obtain approval before the excess is incurred. 9.5 Invoicing and Documentation. Pass-Through Costs shall be invoiced with supporting documentation (receipts, platform invoices, or screenshots of charges) attached. Your name / business name shall not mark up Pass-Through Costs beyond 15% above the actual third-party charge. Invoices for Pass-Through Costs shall be payable within 30 business days. 9.6 Paid Placement Disclosure. Where Your name / business name arranges or recommends any paid editorial placement, sponsored listing, paid link insertion, or native advertising on Client's behalf, Your name / business name shall: (a) disclose to Client in writing that the placement is paid before procurement; (b) ensure that any public-facing placement is clearly and conspicuously labeled as sponsored, paid, or advertising in compliance with FTC guidelines, 15 U.S.C. § 45, and the applicable platform's disclosure requirements; and (c) retain documentation of the disclosure for no less than 3 years. Client warrants that it has reviewed and approved all paid placement disclosures before publication. 9.7 Advertising Spend. Paid advertising spend (e.g., Google Ads, Meta Ads, programmatic buys) shall be governed by a separate media authorization in the Order Form or a standalone media addendum and is not subject to the Pass-Through Cost cap in Section 9.4.

17. Advertising Substantiation Warranty 10.1 Substantiation Standard. Your name / business name warrants that before publishing, distributing, or causing to be distributed any advertising or marketing content containing an objective claim on Client's behalf, Your name / business name shall possess competent and reliable evidence sufficient to substantiate that claim. "Competent and reliable evidence" means tests, analyses, research, studies, or other evidence based on the expertise of professionals in the relevant area, conducted and evaluated in an objective manner by persons qualified to do so, and using procedures generally accepted in the profession to yield accurate and reliable results. 10.2 Substantiation File. For each material objective claim included in a campaign or content piece, Your name / business name shall maintain a substantiation file (in electronic or physical form) identifying: (a) the specific claim; (b) the evidence supporting the claim; (c) the source and date of the evidence; and (d) the professional or analysis underlying any expert opinion. Substantiation files shall be made available to Client within 10 business days of written request. 10.3 Client Representations. Client warrants that all product, service, performance, and results-related information provided to Your name / business name for use in advertising is accurate and supported by competent and reliable evidence held by Client. Client shall promptly notify Your name / business name if any substantiating information becomes inaccurate, outdated, or is withdrawn. Your name / business name may rely on Client-provided substantiation in preparing advertising claims; however, such reliance does not relieve Your name / business name of its independent obligation to evaluate whether a claim appears substantiated before publication. 10.4 Audit Right. Client may, upon 5 business days' written notice (no more than once per calendar year), request that Your name / business name produce substantiation files for a random sample of up to Max Number of Claims in Annual Audit Sample advertising claims made during the preceding twelve months. Your name / business name shall produce the requested files within 10 business days. If a substantiation file is incomplete or unavailable, Your name / business name shall explain the gap in writing within the same period. 10.5 Penalty Offense Acknowledgment. The parties acknowledge that the FTC issued Notices of Penalty Offenses in 2023 to approximately 670 companies in the marketing sector, establishing that certain deceptive advertising practices may subject companies to civil penalties of up to $51,744 per violation under Section 5(m)(1)(B) of the FTC Act. Each party agrees to maintain practices consistent with avoiding such liability and to promptly notify the other party if either party receives an inquiry, investigation notice, or enforcement communication from the FTC relating to advertising content produced under this Agreement.

Ad-Spend Handling & Pass-Through. The parties acknowledge that amounts remitted to advertising platforms ("Ad Spend") are distinct from and in addition to the Agency's management fee ("Management Fee"). The selected billing variant below governs the billing relationship, payment timing, and liability for overspend: Billing variant (select one of the six variants below) Regardless of billing variant, the Agency shall provide Client with a monthly reconciliation statement within 10 calendar days after each billing period, itemizing: (a) total Ad Spend deployed per platform; (b) any variance between the authorized budget and actual spend; (c) the Management Fee earned; and (d) any amounts owed by or credited to either party. Unused Ad Spend shall be credited to the following month unless otherwise agreed in writing. The Agency shall not commingle Client Ad Spend funds with the Agency's own operating funds.

BUDGET AUTHORIZATION & SPENDING LIMITS 1. Authorized Budget. Client authorizes Agency to deploy Ad Spend up to the amounts set forth in the Statement of Work ("Authorized Budget"). The Authorized Budget is the maximum spending authorization for each billing period. Agency shall not exceed the Authorized Budget without Client's prior written approval, which may be given by email. 2. Budget Exhaustion Notification. When actual Ad Spend reaches Budget Exhaustion Alert Threshold (%)% of the Authorized Budget in any billing period, Agency shall notify Client via Budget Notification Channel (e.g., email, Slack) and await written instructions before deploying additional spend. 3. Platform Overspend Tolerance. The parties acknowledge that certain platforms — including Google Ads under standard delivery — may spend up to 2× a daily budget cap on a given day as a documented platform behavior ("Platform Overspend"). Agency shall configure campaigns to mitigate Platform Overspend (e.g., using monthly spend caps where available). To the extent Platform Overspend results in total monthly Ad Spend exceeding the Authorized Budget by no more than 5%, such overage is Client's responsibility and will not constitute a breach by Agency. Overspend exceeding 5% of the Authorized Budget in any billing period is Agency's responsibility and Agency shall reimburse Client the excess within 10 business days of the billing period close. 4. New Campaign Type Approval. Agency shall obtain Client's prior written approval before activating any campaign type that uses materially different bidding mechanics, targeting methods, or inventory sources than the campaign types expressly identified in the applicable SOW. Campaign types requiring pre-approval include, without limitation: Performance Max, Demand Gen, Video Action Campaigns, App Campaigns, and any campaign type introduced by a platform after the SOW Effective Date. Activation without approval constitutes unauthorized use of the Authorized Budget. Approved campaign types are listed in Exhibit B ("Approved Campaign Types"). 5. Platform Credits and Promotional Budgets. Platform credits, promotional budget grants, and advertising coupons provided by a platform to Agency's account ("Platform Credits") are additive to the Authorized Budget and do not count against it unless otherwise specified in the SOW. Agency shall disclose all Platform Credits received in connection with Client's account in the monthly performance report. Platform Credits must be applied exclusively to Client's campaigns and may not be used for other Agency clients.

Creative & Landing Page Responsibility Split. Agency Deliverables. The Agency shall be responsible for: (a) writing ad copy, headlines, and descriptions for all ad formats within scope; (b) producing or procuring graphic creative assets (static images, animated GIFs, video ad units) to the extent agreed in the Statement of Work; (c) structuring campaign architecture, ad groups, and targeting parameters; (d) configuring ad extensions, callout assets, and responsive ad variants; and (e) conducting A/B and multivariate testing of ad creative and copy within the platforms. Client Deliverables. Client shall be responsible for: (a) all landing pages, including page design, copy, loading speed, and technical functionality; (b) the checkout flow, lead-capture forms, and any post-click conversion infrastructure; (c) providing the Agency with all brand guidelines, approved imagery, product information, and legal approvals necessary for ad creative production; (d) obtaining any required regulatory, legal, or compliance sign-off before the Agency deploys creative in regulated industries; and (e) promptly implementing Agency recommendations related to landing page optimization that are within Client's technical control. Conversion-Rate Liability. The Agency is responsible for optimizing Ad Spend efficiency, click-through rates, and Quality Score metrics attributable to ad creative and targeting. The Agency is not responsible for conversion rates, cost-per-acquisition, or revenue outcomes that are materially affected by landing page quality, website performance, pricing, offer strength, or post-click user experience, each of which is within Client's sole control. Neither party shall assert a performance-based claim against the other for metrics that fall primarily within the other party's area of responsibility as defined in this clause. Creative Review & Approval. Before deploying new creative, the Agency shall submit drafts to Client via Channel for creative review and approval (e.g., email, project portal). Client shall approve or provide written revision feedback within 3 business days. If Client does not respond within that period, the Agency may treat the creative as approved for deployment. Client may not unreasonably withhold or delay approval. Selected Variant: Creative split variant (select one or more)

Reporting & Attribution Methodology. Reporting Obligations. The Agency shall deliver performance reports to Client via Report delivery channel (e.g., email, client portal, Looker Studio link) according to the cadence selected in the Statement of Work (see variants below). Each report shall include, at minimum: (a) total Ad Spend by platform and campaign; (b) impressions, clicks, and click-through rate; (c) conversions and cost per conversion, as measured by the Agreed Attribution Model defined below; (d) return on Ad Spend (ROAS) or return on investment (ROI) where conversion values are tracked; (e) significant campaign changes made during the period; (f) budget pacing status relative to the Authorized Budget; and (g) recommended actions for the next period. Agreed Attribution Model. The parties agree that the following attribution model shall serve as the contractual source of truth for conversion measurement and performance evaluation under this Agreement: Agreed attribution model name (e.g., Google Ads data-driven, last-click, GA4 cross-channel data-driven) (the "Agreed Attribution Model"). The Agency shall configure all platform-level reporting and Smart Bidding strategies to use the Agreed Attribution Model unless Client provides written direction to change it. The Agency shall disclose in each report any material divergence between the Agreed Attribution Model results and GA4-reported or multi-touch attribution results. Attribution Divergence Disclosure. Where platform-reported conversions diverge from GA4 or any other Client-owned measurement tool by more than 15% in any billing period, the Agency shall include in the applicable report an explanation of the divergence, identifying probable causes (e.g., cross-device journeys, view-through attribution, GA4 data-sampling thresholds, consent-mode signal loss, or duplicate conversion actions). The parties shall negotiate in good faith to resolve material attribution discrepancies before asserting performance-based claims. Selected Variant: Reporting cadence and attribution variant(s) Data Ownership in Reporting. All dashboards, data exports, and reporting infrastructure created by the Agency specifically for Client (including Google Looker Studio reports, Data Studio connectors, and custom GA4 explorations) shall be treated as Account Assets subject to the Ad Account, Pixel & Data Ownership clause of this Agreement. The Agency shall provide Client with editor or owner-level access to all Client-specific reporting assets within 5 days of creation and shall transfer ownership upon termination.

Revision Rounds. Agency shall provide up to 2 round(s) of revisions per content deliverable at no additional charge. A "revision round" means one consolidated set of written feedback submitted by Client following Agency's delivery of a draft, and Agency's incorporation of that feedback into a revised draft. Additional revision rounds beyond the included number shall be billed at Additional Revision Rate (per round or flat fee) per round or per hour, as specified in the applicable Statement of Work. Client shall submit revision requests within 5 business days of receiving each draft; failure to submit within that window shall be deemed acceptance of the draft as delivered.