Simple Marketing Agency Service Agreement

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.

INTELLECTUAL PROPERTY OWNERSHIP (a) Background IP. Each party retains all right, title, and interest in its Background IP. "Background IP" means all intellectual property owned or licensed by a party prior to the Effective Date or developed independently of this Agreement. Each party grants the other a limited, non-exclusive, royalty-free license to use its Background IP solely to the extent necessary to perform or receive the Services during the term of this Agreement. (b) Deliverables — Work-for-Hire Designation. To the extent that any Deliverable constitutes a "work made for hire" as defined in 17 U.S.C. § 101 (including as a contribution to a collective work, as a part of a motion picture or other audiovisual work, as a translation, as a supplementary work, as a compilation, as an instructional text, as a test, as answer material for a test, or as an atlas), such Deliverable is a work made for hire for Client name / business name, and Client name / business name will be the author and owner of the copyright therein from the moment of creation. (c) Assignment. To the extent that any Deliverable does not qualify as a work made for hire, Your name / business name hereby irrevocably assigns to Client name / business name, effective upon receipt of full payment for such Deliverable, all right, title, and interest in and to such Deliverable, including all copyrights, patents, trademarks, trade secrets, and other intellectual property rights worldwide, in perpetuity. (d) License for Partially-Paid Deliverables. If this Agreement terminates before Client name / business name has paid in full for a Deliverable, Your name / business name grants Client name / business name a non-exclusive, non-transferable, revocable license to use that Deliverable solely for Client name / business name's internal purposes until the outstanding balance is paid, at which point the assignment in Section (c) becomes effective. (e) Agency Portfolio License. Client name / business name grants Your name / business name a non-exclusive, royalty-free, perpetual license to display the Deliverables (excluding any Confidential Information) in Your name / business name's portfolio, case studies, and marketing materials, unless Client name / business name notifies Your name / business name in writing that a specific Deliverable is subject to confidentiality restrictions. (f) Third-Party Content. Your name / business name will obtain all necessary licenses for third-party content (stock images, fonts, music, software) incorporated into Deliverables, and will disclose to Client name / business name any third-party license restrictions that limit Client name / business name's use of the Deliverables. (g) Moral Rights. To the extent permitted by applicable law, Your name / business name waives all moral rights in the Deliverables in favor of Client name / business name. (h) Agency Tools & Methodologies. Notwithstanding the foregoing, Your name / business name retains all right, title, and interest in its proprietary tools, templates, methodologies, know-how, and general processes used to create the Deliverables. Client name / business name's rights are limited to the Deliverables themselves.

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).

5.1 Access Grant. Client shall grant Your name / business name user-level access (not administrative ownership) to the platforms listed in Exhibit A ("Access Request List") within 3 business days of the Effective Date. Access shall be granted by adding Your name / business name as a named user or manager role within each platform's native access-management system; Client shall not share primary login credentials or passwords. 5.2 Account Ownership. All accounts, profiles, pixels, properties, and associated data are and remain the sole property of Client. Agency's access rights are limited to the scope necessary to perform the Services. 5.3 Credential Management. All platform credentials shared between the parties must be transmitted and stored exclusively through Designated Credential Manager (e.g., 1Password, Bitwarden) ("Designated Credential Manager") or such other credential-management system as the parties designate in writing. Neither party shall transmit credentials via personal email, SMS, or unencrypted messaging applications. Agency shall maintain a current access log identifying all Agency personnel with access to Client platforms and shall provide that log to Client within 3 business days upon written request. 5.4 Multi-Factor Authentication (MFA). Where a platform supports MFA, Agency shall maintain MFA on all Agency-held access credentials throughout the term. Upon transition or termination, Agency shall cooperate with Client's MFA handoff procedure, including: (a) initiating transfer of authenticator app tokens to Client-designated accounts; (b) providing backup codes in escrow through the Designated Credential Manager; and (c) confirming in writing within 5 business days that all MFA tokens have been transferred or revoked. 5.5 Termination Sequencing. Upon expiration or termination of this Agreement or any SOW, the following sequence applies: (a) Agency shall deliver the Transition Package (as defined in Section Transition Assistance Section Reference) to Client within 10 business days of the termination notice; (b) Client shall confirm receipt of the Transition Package in writing within 3 business days; (c) Client shall revoke Agency's access to all platforms within 3 business days of confirming receipt of the Transition Package. Agency's access obligations under any SLA continue until access is revoked under step (c). Agency is not liable for platform events occurring after revocation. 5.6 Credential Breach Liability. If Agency-stored credentials are compromised due to a security incident at Agency (including a breach of Agency's systems, credential manager, or personnel), Agency shall (a) notify Client within 2 hours of discovery; (b) cooperate in immediately revoking and rotating affected credentials; and (c) indemnify Client for reasonable, documented costs directly caused by the breach, up to Credential Breach Liability Cap ($). This liability cap does not apply to breaches caused by Agency's gross negligence or willful misconduct.

6.1 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). 6.2 Delay Consequences — Timeline Toll. If Client fails to respond or deliver required materials within the timeframe in Section 6.1(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. 6.3 Delay Consequences — Fee Adjustment. If a Client-caused delay under Section 6.1(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. 6.4 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. 6.5 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. 6.6 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 7.1 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. 7.2 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. 7.3 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. 7.4 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. 7.5 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 8.1 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. 8.2 Process Warranty. Notwithstanding Section 8.1, 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. 8.3 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. 8.4 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. 8.5 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 9.1 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. 9.2 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. 9.3 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. 9.4 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. 9.5 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.

POST-TERMINATION CONTENT AND CAMPAIGN MANAGEMENT (a) Live Content Inventory. No later than 10 business days before the effective termination date (or, if termination is immediate, within 5 business days after notice of termination), Your name / business name will provide Client name / business name with a written inventory of all live content, active advertising campaigns, scheduled posts, live email sequences, and automated workflows created or managed by Your name / business name under this Agreement ("Live Content Inventory"). (b) Transition Period. Beginning on the termination date and continuing for up to 30 calendar days (the "Transition Period"), Your name / business name will cooperate with Client name / business name to transfer control of or access to: (i) all active advertising accounts and campaigns to Client name / business name or Client name / business name's designated successor agency; (ii) all content management systems, social media accounts, and posting tools to which Your name / business name has administrative access; (iii) all email service provider accounts and active automations; and (iv) all analytics and reporting platform access. (c) Client's Removal Obligation. Client name / business name is responsible for deciding which live content to remove, archive, or continue. Client name / business name will designate a responsible person ("Content Owner") within 3 business days of receiving the Live Content Inventory and will direct all removal and transfer decisions. (d) Agency's Removal Right. If Client name / business name fails to take control of a live campaign within the Transition Period, Your name / business name may (but is not obligated to) pause or deactivate any active paid advertising campaigns to prevent further ad spend on Client name / business name's account. Your name / business name will not be liable for any business impact of such pausing if it acts in good faith to prevent ongoing unauthorized spend. (e) Unpaid-For Content. If Client name / business name owes Your name / business name any outstanding fees at the time of termination, Your name / business name's obligation to cooperate in Section (b) is conditioned on Client name / business name paying the outstanding balance or entering into a written payment arrangement. Your name / business name may withhold transfer of materials (other than Client name / business name's pre-existing assets and account credentials) until payment is received or arranged. (f) Platform Limitations. Your name / business name's obligations under this Section are limited to the extent that platform technical controls permit. Your name / business name is not responsible for content that cannot be removed or transferred due to third-party platform restrictions, provided Your name / business name makes reasonable efforts to achieve the transfer. (g) Survival. This Section survives termination or expiration of this Agreement for the duration of the Transition Period.

Upon execution of this Agreement, Client shall pay Agency a non-refundable Engagement Fee of Engagement Fee Amount (USD) (the "Engagement Fee"). The Engagement Fee is earned by Agency in full upon receipt and constitutes compensation for the following specific consideration provided by Agency prior to and concurrent with receipt: (a) reserving and removing from the market the dedicated team capacity identified in Exhibit A for the duration of the Initial Term; (b) conducting the onboarding activities described in Exhibit E, including account audits, strategy development, access setup, and kickoff; and (c) foregoing other client engagements that would conflict with or diminish the quality of services provided to Client. The Engagement Fee is not a deposit held in trust, is not a retainer held for future application, and will not be credited against, deducted from, or otherwise offset against any monthly retainer invoice, unless expressly stated in the variant selected below. Client's obligation to pay the Engagement Fee arises at signing and is independent of whether Client ultimately commences or completes the engagement.

Monthly retainer fees are billed on the last day of each month in arrears ("Billing Day"). Payment is due within 30 days of the invoice date ("Due Date"). If Agency does not receive full payment by the Due Date, a late fee of 1.5% of the overdue amount per Late Fee Period (e.g., month) will accrue from the Due Date until paid in full; provided that the total annualized late fee will not exceed the maximum rate permitted by applicable law in the governing jurisdiction. If any payment remains unpaid for more than 10 days after the Due Date ("Default Date"), Agency may, upon written notice to Client, suspend all active services without liability to Client for any resulting harm, loss of performance, missed deadlines, or third-party obligations. Active services will not resume until Client pays (a) all past-due amounts, (b) all accrued late fees, and (c) a reactivation fee of Reactivation Fee (e.g., $500 or one month's retainer) to compensate Agency for the cost of restaffing and re-onboarding the account (the "Reactivation Fee"). If payment default continues for more than 30 days after the Default Date, Agency may terminate this Agreement for cause without Early Termination Fee and without further obligation to Client, while retaining all accrued fees and the Engagement Fee.

LIMITATION OF LIABILITY (a) Exclusion of Consequential Damages. To the fullest extent permitted by applicable law, neither party will be liable to the other for any indirect, incidental, special, consequential, punitive, or exemplary damages — including lost profits, lost revenue, loss of business opportunity, loss of data, or harm to reputation — arising out of or related to this Agreement, even if the party has been advised of the possibility of such damages and even if a limited remedy fails of its essential purpose. (b) Aggregate Cap. Each party's total aggregate liability to the other arising out of or related to this Agreement — whether in contract, tort (including negligence), strict liability, or otherwise — will not exceed the total fees actually paid or payable by Client name / business name to Your name / business name during the Cap look-back period (months)-month period immediately preceding the event giving rise to the claim, or Minimum cap floor amount (e.g. $5,000), whichever is greater. (c) Exceptions. The limitations in Sections (a) and (b) do not apply to: (i) a party's obligation to indemnify the other for third-party claims of intellectual property infringement under the Mutual Indemnification clause; (ii) liability arising from a party's gross negligence or willful misconduct; (iii) a party's obligations under the Data Protection and Confidentiality clauses with respect to a data breach caused by that party's failure to maintain reasonable security; or (iv) a party's obligation to pay amounts owed under this Agreement. (d) Basis of the Bargain. Each party acknowledges that the limitations in this Section reflect a reasonable allocation of risk, are an essential element of the basis of the bargain between the parties, and that Your name / business name would not have entered into this Agreement without these limitations.

MUTUAL INDEMNIFICATION (a) Agency Indemnification. Your name / business name will defend, indemnify, and hold harmless Client name / business name and its officers, directors, employees, and agents ("Client Indemnitees") from and against any third-party claims, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) ("Losses") arising out of or related to: (i) any material breach by Your name / business name of its representations, warranties, or obligations under this Agreement; (ii) Your name / business name's infringement of a third party's intellectual property rights through materials created solely by Your name / business name and not based on Client-supplied content; (iii) Your name / business name's violation of applicable law in performing the Services; or (iv) Your name / business name's gross negligence or willful misconduct. (b) Client Indemnification. Client name / business name will defend, indemnify, and hold harmless Your name / business name and its officers, directors, employees, subcontractors, and agents ("Agency Indemnitees") from and against any Losses arising out of or related to: (i) any material breach by Client name / business name of its representations, warranties, or obligations under this Agreement; (ii) Client-supplied materials, content, product claims, pricing information, images, or data that infringe a third party's intellectual property rights or constitute false, misleading, or unsubstantiated advertising under the Lanham Act, the FTC Act, or any analogous law; (iii) Client name / business name's violation of applicable law; or (iv) Client name / business name's gross negligence or willful misconduct. (c) Indemnification Procedure. The indemnified party will: (i) promptly notify the indemnifying party in writing of any claim for which indemnification is sought (provided that delay in notice reduces the indemnification obligation only to the extent the indemnifying party is materially prejudiced by the delay); (ii) give the indemnifying party sole control of the defense and settlement of the claim, provided that no settlement that imposes any obligation, restriction, or liability on the indemnified party may be entered without the indemnified party's prior written consent, not to be unreasonably withheld; and (iii) provide reasonable cooperation and assistance at the indemnifying party's expense. (d) Interaction with Liability Cap. The indemnification obligations in this Section are subject to the aggregate liability cap set forth in the Limitation of Liability clause, except for claims arising from a party's gross negligence or willful misconduct, which are not subject to that cap.

DISPUTE RESOLUTION (a) Good-Faith Negotiation. Before initiating any formal dispute proceeding, the parties will attempt to resolve any dispute, controversy, or claim arising out of or relating to this Agreement ("Dispute") through good-faith negotiation. Either party may initiate this step by delivering written notice to the other describing the Dispute in reasonable detail ("Dispute Notice"). Senior representatives of each party with authority to resolve the Dispute will meet (in person, by phone, or by videoconference) within 10 business days of the Dispute Notice and attempt to resolve the matter in good faith for a period of 30 business days from the date of the Dispute Notice (or longer, if agreed in writing). (b) Mediation. If the Dispute is not resolved through negotiation within the timeframe in Section (a), either party may submit it to non-binding mediation administered by Mediation provider (e.g. JAMS, AAA) (or, if the parties cannot agree on a provider, by the American Arbitration Association under its Commercial Mediation Procedures). The mediation will take place in Mediation city, Mediation state. The parties will share mediator fees equally. Each party will bear its own legal fees for the mediation. (c) Binding Arbitration. If the Dispute is not resolved through mediation within 60 days after the appointment of the mediator, either party may demand binding arbitration. Arbitration will be administered by Arbitration provider (e.g. JAMS, AAA) under its then-current Arbitration rules (e.g. Commercial Arbitration Rules), before a single arbitrator. The arbitration will take place in Arbitration city, Arbitration state. The arbitrator's decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction. The parties agree that the arbitration — including its existence, proceedings, and any award — is confidential. (d) Exceptions to Arbitration. Either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction without first completing the negotiation or mediation steps, to prevent irreparable harm — including to protect Confidential Information or intellectual property — pending the outcome of arbitration. (e) Small Claims. Either party may bring a Dispute in small claims court if the amount in controversy falls within that court's jurisdictional limit. (f) Class Action Waiver. Each party waives any right to bring or participate in any class action, class arbitration, or representative proceeding relating to this Agreement. (g) Governing Law for Arbitration. The arbitration will be governed by the Federal Arbitration Act (9 U.S.C. §§ 1–16) and, where not preempted, by the laws of Governing law state (e.g. New York).

FORCE MAJEURE (a) Definition. A "Force Majeure Event" means any event beyond a party's reasonable control that prevents or materially impairs that party's ability to perform its obligations under this Agreement, including: acts of God; natural disasters; fire; flood; earthquake; epidemic or pandemic; war; terrorism; riots or civil unrest; actions or inactions of governmental authorities (including government-mandated advertising restrictions or platform-access bans); internet or telecommunications infrastructure failures (including platform-wide outages of Meta, Google, TikTok, or other major digital advertising platforms affecting substantially all advertisers); power outages; and cyber-attacks on the party's systems not caused by the party's own negligence (each, individually a "Force Majeure Event"). Economic downturns, changes in market conditions, and changes in search-engine or social-media algorithms do not constitute Force Majeure Events. (b) Effect. The party affected by a Force Majeure Event ("Affected Party") will be excused from performance of the affected obligations during the continuance of the Force Majeure Event, provided that the Affected Party complies with the notice and mitigation obligations below. (c) Notice. The Affected Party will give the other party written notice of the Force Majeure Event as soon as reasonably practicable after the event begins, describing the nature of the event, the expected duration, and the obligations affected. (d) Mitigation. The Affected Party will use commercially reasonable efforts to mitigate the impact of and to overcome the Force Majeure Event, and will resume performance as soon as reasonably practicable after the event ends. (e) Suspension and Termination. If a Force Majeure Event prevents a party's material performance for more than 30 consecutive days, either party may terminate this Agreement on written notice without further liability, except for: (i) amounts already earned and owing; and (ii) obligations that survived the term of the Agreement (including confidentiality and IP assignments). (f) No Payment Excuse. A Force Majeure Event does not excuse Client name / business name from paying for Services already performed before the event or for Services Your name / business name is able to perform notwithstanding the event.

17.1 General Restriction. Neither Party may assign, delegate, or transfer any of its rights or obligations under this Agreement, in whole or in part, without the other Party's prior written consent, which will not be unreasonably withheld or delayed. 17.2 M&A Exception. Notwithstanding Section 17.1, either Party may assign this Agreement without consent in connection with a merger, acquisition, change of control, or sale of all or substantially all of the assets to which this Agreement relates, provided that: (a) the assignee assumes all obligations of the assigning Party under this Agreement; and (b) the assigning Party provides the other Party written notice within thirty (30) days of the assignment. 17.3 Void Assignment. Any purported assignment in violation of this Section is void. 17.4 Binding Effect. This Agreement is binding upon and inures to the benefit of the Parties and their permitted successors and assigns.

18.1 Form. All notices, requests, demands, consents, and other communications required or permitted under this Agreement ("Notices") must be in writing. 18.2 Delivery Methods. Notices may be delivered by: (a) personal delivery; (b) nationally recognized overnight courier (e.g., FedEx, UPS); (c) certified or registered mail, return receipt requested, postage prepaid; or (d) email to the address specified below, provided that the sender retains proof of transmission and does not receive an automated bounce or delivery-failure notification within twenty-four (24) hours. 18.3 Effectiveness. Notices are effective: (a) upon personal delivery; (b) one (1) business day after deposit with overnight courier; (c) three (3) business days after deposit in the mail; or (d) on the day of email transmission if sent by 5:00 PM recipient's local time on a business day, or on the next business day if sent after 5:00 PM or on a non-business day. 18.4 Addresses. To Provider: Your name / business name, Provider Notice Address, Email: Provider Legal/Notice Email To Customer: Client name / business name, Customer Notice Address, Email: Customer Legal/Notice Email Either Party may change its notice address by providing written notice to the other in accordance with this Section.

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable under applicable law, that provision will be: (a) modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the Parties' original intent; or (b) if modification is not possible, severed from this Agreement. The validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. The Parties agree to negotiate in good faith a replacement provision that, to the greatest extent possible, achieves the intended commercial purpose of the severed provision.

20.1 Integration. This Agreement, together with all SOWs, Change Orders, and exhibits executed hereunder, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, negotiations, representations, warranties, and understandings, whether written or oral, relating to the same subject matter. 20.2 No Oral Modifications. No oral statement, prior course of dealing, trade usage, or conduct will be used to supplement, interpret, or contradict the written terms of this Agreement. 20.3 Purchase Orders. Any terms set forth in Customer's purchase orders, vendor registration forms, or similar documents are of no force or effect and do not modify this Agreement unless expressly incorporated into a signed SOW or Change Order. 20.4 Results Representations. Customer acknowledges that no employee, agent, or representative of Provider has authority to guarantee specific marketing outcomes, search engine rankings, traffic volumes, or revenue results, and that any such representation made outside this Agreement is not binding on Provider.

21.1 Amendments. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by authorized representatives of both Parties. 21.2 No Waiver. No failure or delay by either Party in exercising any right, remedy, power, or privilege under this Agreement operates as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. 21.3 Written Waivers Only. Any waiver of a provision of this Agreement must be in writing and signed by the waiving Party to be effective. A written waiver of any particular breach or right is effective only for the specific instance and purpose for which it was given.

22.1 Electronic Signatures. This Agreement and any SOW or amendment may be signed by electronic signature, including signatures created through E-Signature Platform (e.g., DocuSign, HelloSign) or any other electronic signature service compliant with the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. § 7001 et seq., and the Uniform Electronic Transactions Act (UETA) as enacted in the applicable jurisdiction. Electronic signatures have the same legal effect as original handwritten signatures. 22.2 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument. Delivery of an executed counterpart by electronic transmission (including PDF or electronic signature platform delivery) is equally effective as delivery of a manually executed counterpart.