Paving Marketers PPC service agreement

Paving Marketers MASTER SERVICES AGREEMENT 3.0

Version: Services 3.0 v2026.08.27-ppc7d

This Master Services Agreement (the "Agreement") is entered into by and between:

• Heaviside Group LLC, d/b/a Paving Marketers ("Agency")
• The undersigned Client ("Client")

This Agreement governs Agency's standardized marketing, software-enabled operations, reporting, and related services. The specific selected tier, Service Fees, setup fees, included services, schedules, and deliverables are defined in the applicable Statement or Schedule of Work ("SOW") and signature page, each incorporated by reference.

If there is a conflict, the signature page controls the selected tier, Service Fees, setup fees, start date, and other filled commercial fields; the SOW controls service scope and tier deliverables; any channel-specific addendum controls that channel; and this Agreement controls all general legal terms. Sales calls, proposals, website pages, emails, chat messages, text messages, Slack messages, and prior statements do not modify this Agreement unless expressly incorporated into a signed written amendment.

Agreement Summary

Selected Service Schedule

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1. Definitions

1.0 Interpretation. In this Agreement, "including," "includes," and "such as" mean "including without limitation" and are illustrative, not exhaustive; no enumerated list limits the general term it follows, and no rule of construction (including expressio unius or ejusdem generis) shall narrow a general term against Agency because of an omitted item. Headings are for convenience only. Defined terms apply equally to singular and plural. A reference to a Section includes its subsections. Ambiguities shall not be construed against Agency as drafter, the parties being sophisticated and represented by the opportunity to obtain counsel.

1.1 Agency Background IP means Agency's pre-existing and reusable templates, snapshots, workflows, automations, scripts, prompts, tools, code, dashboards, playbooks, operating methods, SOPs, reporting methods, know-how, and generalized systems. Agency Background IP further includes any other pre-existing, reusable, or generalized materials, methods, configurations, data structures, models, or systems of Agency, whether or not specifically enumerated, and all enhancements, modifications, derivatives, improvements, generalizations, and learnings Agency develops, conceives, or reduces to practice in the course of performing for Client. Agency Background IP retains its character and Agency's exclusive ownership even when configured for Client, embedded in, combined with, displayed alongside, or rendered within a Deliverable, Agency Work Product, or Client-Owned Asset, and even when served on a Client-Owned domain. To the extent any such enhancement or derivative would otherwise vest in Client by operation of law, Client hereby irrevocably assigns it to Agency.

1.2 Agreement means this MSA, the applicable SOW, the signature page, the Service Level Commitments, and any signed addenda.

1.3 Chargeback means any card chargeback, ACH reversal, bank dispute, processor dispute, payment reversal, retrieval request, or similar payment challenge concerning an authorized payment.

1.4 Client-Owned Assets means assets owned, controlled, or independently acquired by Client before the engagement or purchased directly by Client, in the state in which Client so owned, controlled, or acquired them. Client-Owned Assets do not include, and Client does not own or control, any Agency Background IP, Agency Work Product, Platform/Revenue Commander environment, Agency-created automations, dashboards, templates, snapshots, workflows, code, or configurations, even where hosted on, connected to, embedded in, or displayed through a Client-Owned Asset, and even where Client has administrative or login access to them. Administrative or login access to a Platform environment or an Agency-created asset does not make it a Client-Owned Asset.

1.5 Client-Paid Channel Inputs means variable spend, platform spend, third-party costs, and infrastructure costs that Client must pay directly or through Revenue Commander, including ad spend, LSA spend, lead marketplace spend, cold-email domains, mailboxes, warmup, sending tools, data, verification, enrichment, call tracking numbers, SMS, email, telephony, usage-based tool costs, direct mail print/postage, software subscriptions, hosting, domains, plugins, platform fees, and similar costs.

1.6 Deliverables means the standardized outputs Agency provides within the service categories listed for the selected tier in the SOW (Exhibit B). Specific deliverables, tactics, counts, and quantities described in the SOW or Exhibit B are illustrative and representative of the kind and approximate level of work, not fixed minimums or guarantees, and are subject to adjustment under Section 2.4. The absence of any particular specific or quantity is not a deficiency where the applicable service category is being provided in a commercially reasonable and professional manner. Deliverables do not include, and Agency does not deliver, any business result, outcome, lead, sale, ranking, traffic, conversion, revenue, or other performance metric, and the absence or insufficiency of any such result is not non-delivery, non-conformity, or non-acceptance of any Deliverable. A Deliverable conforms when it substantially matches its SOW description; it is not non-conforming because of Client dissatisfaction, business results, third-party platform behavior, or factors outside the SOW description. Deliverables are licensed, not assigned, and are or incorporate Agency Background IP and Agency Work Product; delivery, publication, configuration, hosting, or making available of a Deliverable conveys only the license in Section 16.3 and no ownership. To the extent a single asset is both a Deliverable and Agency Work Product (for example a website, landing page, funnel, or hosted build), Sections 9, 16.2A, and 16.6A govern Agency's ownership and removal rights. A description of a Deliverable exists only where it appears in the signed SOW or signature page; no statement, demonstration, proposal, mock-up, example, slide, email, chat, text, or oral representation made before or outside the signed Agreement creates, expands, or describes a Deliverable, even if it depicts or references an output. Anything not expressly listed as included in the SOW is out of scope under Section 2.

1.6A Committed Deliverable means a specific deliverable, item, count, channel, or quantity that the parties have expressly designated as a "Committed Deliverable" in a dedicated Committed-Deliverables field on the signed signature page or in a signed amendment. Absent such an express written designation, there are no Committed Deliverables, and every channel, tactic, deliverable, count, range, and quantity described in the SOW or Exhibit B is illustrative and adjustable under Section 2.4 rather than committed. No proposal, sales call, checkout page, marketing material, SOW illustration, or oral or written statement creates a Committed Deliverable, and a SOW or Exhibit B reference to a "Committed Deliverable" means only an item so designated on the signature page; if no such item is listed, the carve-out is inapplicable and creates no obligation.

1.7 Good Standing means Client (a) has timely paid in full all Service Fees, Platform Usage Fees, Client-Paid Channel Inputs, and every other amount due or accrued, with no amount then past due, declined, returned, or reversed; (b) has not initiated, threatened, instructed, or maintained any Chargeback or payment reversal (as defined in Section 1.3), regardless of the reason code, basis, or characterization asserted; (c) is not blocking, withholding, revoking, or impairing any access, credential, approval, payment authorization, or platform permission required for Agency to perform, and is in full compliance with Sections 5 and 6; (d) is not in breach of any provision of this Agreement, including Sections 5, 6, 17 (including Section 17.5), and 20, and has not received an uncured notice of breach — provided that a public statement by Client triggers loss of Good Standing under this Section only where it is a knowingly false statement of fact about Agency under Section 17.5, and not where it is protected opinion, a truthful statement, a good-faith report to a government agency or regulator, or otherwise within the Section 17.5 carve-outs; (e) has not initiated, threatened, or maintained any lawsuit, arbitration, regulatory complaint, or other proceeding against Agency or any Agency Protected Party outside the Section 24 process — provided that a good-faith report, complaint, or communication to a government agency, regulator, or law-enforcement authority, truthful testimony or a statement compelled by law or legal process, or other activity protected under Sections 6.4, 17.5, or 17.10 does not, standing alone, cause loss of Good Standing under this clause (e), and loss of Good Standing attaches under this clause only to a knowingly false or bad-faith filing, a filing made to circumvent the payment, Chargeback, or Section 24 obligations of this Agreement, or the pursuit of a covered claim outside the Section 24 process in breach of Section 24; and (f) has not engaged in any Disqualifying Conduct or self-help under Section 6.4. Agency determines Good Standing reasonably and in good faith based on its records, and its determination controls unless shown to be manifestly erroneous. Loss of any element causes immediate loss of Good Standing without notice, and Good Standing is not restored until Agency confirms in writing that all conditions are cured. Nothing in this Section impairs Client's right to use the Section 24 dispute-resolution process.

1.8 Disqualifying Conduct means any of the following by or on behalf of Client: (a) failure to pay any amount when due; (b) initiating, threatening, instructing, or maintaining any Chargeback; (c) self-help, lockout, credential revocation, or vendor interference under Section 6.4; (d) breach of Section 17, including a knowingly false statement of fact about Agency under Section 17.5 (but excluding protected opinion, truthful statements, good-faith regulator reports, testimony, statements compelled by law, and legal claims), or solicitation in breach of Section 17.3; (e) any breach of this Agreement after notice and any applicable cure period; or (f) blocking, withholding, or impairing Agency's performance. Disqualifying Conduct causes immediate loss of Good Standing.

1.9 Service Fees means Agency's setup, activation, monthly retainer, management, implementation, and service fees stated in the SOW or signature page. Service Fees do not include Client-Paid Channel Inputs or Platform Usage Fees. Service Fees are earned by Agency when charged, compensate Agency for making its standardized services, capacity, systems, and personnel available for the applicable period regardless of Client's usage or results, and are non-refundable as provided in Sections 3 and 22.

1.10 Agency Protected Parties means Agency, its d/b/a brands (including Heaviside Digital, Garage Door Marketers, Paving Marketers, and Electrician Marketers), and its owners, officers, members, managers, employees, contractors, agents, and vendors. Sections 17.5, 18, 20.1, and 22.8 reference this set.

1.11 Confidential Information means non-public information disclosed by or on behalf of a party, and expressly includes Agency Background IP, Platform components, snapshots, workflows, automations, prompts, dashboards, pricing, methods, SOPs, know-how, and the existence and terms of this Agreement.

1.12 Platform means Revenue Commander and any related CRM, reporting, tracking, automation, forms, calendars, messaging, call tracking, AI, or workflow systems made available to Client.

1.13 Platform Usage Fees means variable or subscription charges for Platform usage, including call tracking numbers, phone usage, SMS, email, usage-based tool costs, automation usage, data, and other usage-based services. Platform Usage Fees are separate from Service Fees.

1.14 Revenue Commander means Agency's white-labeled client platform environment, currently powered by GoHighLevel or a successor platform, through which Client may receive CRM, reporting, communications, tracking, automation, and usage-billed services.

1.15 Third-Party Platform means Google, Meta, LinkedIn, email providers, domain registrars, mailbox providers, data vendors, hosting providers, social networks, call tracking providers, GoHighLevel, payment processors, AI vendors, and other non-Agency platforms or vendors.

1.16 Agency Work Product has the meaning given in Section 9.5.

1.17 Client-Furnished Materials has the meaning given in Section 9.9.

1.18 Pre-Engagement State has the meaning given in Section 9.11.

1.19 Static/WordPress Export has the meaning given in Section 9.12.

1.20 Onboarding Inputs means all access, credentials, account permissions, account/property identifiers, invitation acceptances, connections, verification documents, content, assets, approvals, funding, and information that Agency reasonably requires from Client to configure, launch, verify, or operate any Service, as Agency identifies them in onboarding, the SOW, the onboarding/intake checklist, or any written request.

1.21 Access Deadline means the date stated in Agency's written request for a given Onboarding Input, or, where Agency states none, the date five (5) business days after Agency's written request.

1.22 Channel of Record means the written communication channel(s) Agency designates for the engagement (Agency's designated email address(es), Agency's ticketing/support system, and/or the Revenue Commander conversation thread), through which binding notices, approvals, requests, and Onboarding Inputs must pass.

1.23 Agency Point of Contact means whatever person(s), Agency operations or support function, shared support channel or queue, principal, vendor, or system Agency designates from time to time, in its sole discretion, to receive Client communications and support the engagement. The Agency Point of Contact is not a dedicated account manager, named individual, or guaranteed staffing arrangement, and may change at any time under Section 5.10.

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2. Scope And Standardized Services

2.1 Agency will provide only the standardized package services and Deliverables expressly described in the SOW for Client's selected tier.

2.2 Agency does not provide unlimited labor, unlimited revisions, unlimited paid media management, unlimited outbound volume, unlimited AI implementation, custom software, legal advice, tax advice, compliance advice, call center staffing, sales management, or services not expressly included in the SOW. The foregoing list is illustrative and not exhaustive. Agency provides only what is expressly listed as included in the SOW; anything not expressly listed as included is excluded, whether or not enumerated in this Section, and no rule of construction shall treat the omission of an item from this Section as making it included. Quantities, hours, revisions, and volumes are limited to those stated in the SOW, and where the SOW is silent, to what Agency reasonably determines is consistent with the standardized package.

2.3 Work outside the SOW requires a separate signed written agreement or may be declined by Agency. Any work Agency performs outside the SOW is an accommodation only, does not amend the SOW, does not become part of the standardized scope, creates no course of dealing or implied obligation to continue it, and is billable at Agency's then-current rates whether or not a separate writing was signed in advance, except that Agency may not perform or bill above-cap PPC management governed by §10.4 or Exhibit D D9 without the separate signed written change order required there. Agency may stop any out-of-scope accommodation at any time without notice. No course of performance, course of dealing, or usage of trade modifies the scope defined by the SOW.

2.4 Service Categories Fixed; Specifics and Quantities Flexible.

(a) Floor (what Agency commits). Each tier's SOW (Exhibit B) identifies, by its row and section headings, the service categories included in that tier (for example, SEO and local search, paid media management, content and social, cold email, and reporting). Those headings are the controlling list of included service categories for the selected tier. While Client is in Good Standing, Agency commits to provide each service category listed for the selected tier, in a commercially reasonable and professional manner and at a good-faith, professionally appropriate level of effort. This commitment is the consideration for the Service Fees.

(b) Flex (Agency discretion within each category). The specifics and quantities within each service category are not fixed. This includes exact tactics, methods, tools, vendors, sequencing, channel mix, page counts, link counts, citation or listing counts, content and post counts, contact or segment volumes, schedules, and which specific activities are added, dropped, or substituted over time. Agency may, at its reasonable professional discretion, add, subtract, substitute, reallocate, re-sequence, or otherwise modify these specifics and quantities to improve effectiveness, respond to platform or market changes, manage risk, or preserve service quality. What is effective within any category (including SEO and other channels) changes over time, and Agency must be able to evolve the specifics to stay effective.

(c) Adjusting the specifics or quantities within a category does not change the fact that Agency is providing that category; it changes only how the category is delivered. Changing the how is within scope. The category itself is the floor.

(d) Illustrative, not minimums. All specific deliverables, tactics, counts, volumes, schedules, and quantities described anywhere in the SOW, the Exhibit B tables, tier summaries, or tier descriptions are illustrative and representative of the kind and approximate level of work for the tier. They are not fixed minimums, guarantees, or commitments, and are substitutable and adjustable under this Section.

(e) No notice or approval. Agency may make adjustments within a service category without notice to or approval from Client and without any Client action. Such adjustments are reflected in Client's regular reporting.

(f) Evolving offering. Agency may evolve its standardized offering over time (for example, from Services 2.0 to Services 3.0) and apply its then-current methods, tools, and standardized specifics, provided Agency continues to provide each service category listed for the selected tier.

(g) Material Change defined narrowly. For purposes of this Agreement, a "Material Change" to scope means only (i) Agency eliminating, on a going-forward basis, an entire service category that the selected tier includes, or (ii) Agency reducing the committed Service Fee value of the selected tier. Adjusting, adding, dropping, substituting, reallocating, or re-sequencing specifics, tactics, methods, tools, channel mix, schedules, or quantities within a service category is expressly not a Material Change, is not a reduction in value, and is not a breach. No such within-category adjustment gives rise to any refund, credit, offset, fee reduction, termination right, or claim.

2.5 The SOW and this Agreement, and not any marketing material, website, deck, or offering description (including any document labeled "Services 2.0," "Services 3.0," or similar), define the Services. No offering description, marketing material, or naming of the service program creates any performance, revenue, ranking, lead, or refund guarantee. The only Performance Assurance service-credit commitments, if any, are those in an executed Exhibit C. An incorporated Exhibit D creates only its narrow, one-time PPC management-fee refund mechanism and does not guarantee lead volume or any business outcome.

2.6 No Guarantee from Specifics. Client acknowledges that the service categories listed for the selected tier, provided in a commercially reasonable and professional manner, are the entirety of Agency's scope commitment and the consideration for the Service Fees. No specific deliverable, tactic, count, volume, schedule, or quantity described anywhere creates a separate guarantee, performance commitment, minimum, or refund right, and Client does not rely on any such specific or quantity as a condition of this Agreement, except only for the exact fee-refund rights expressly stated in §3.16A and an incorporated Exhibit D.

2.7 Single Incorporated Exhibit B. Only the one Exhibit B (Schedule of Work) identified on the signature page and matching the brand named in the Paving Marketers slot is incorporated into and forms part of the executed Agreement. Any other brand-specific Exhibit B block that appears in this document or its appendix is drafting-library text only, is not attached, is not incorporated, and has no force or effect as to this Client; Client acquires no rights under, and may not cite, rely on, or import language from, any non-selected Exhibit B block. In the event of any conflict between the incorporated Exhibit B and a non-selected block, the incorporated Exhibit B controls and the non-selected block is disregarded. Agreement-generation will, where practicable, remove non-selected Exhibit B blocks from the executed copy; the failure to physically remove a non-selected block does not incorporate it.

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3. Fees, Billing, Payment, And No Refunds

3.1 Setup fees, activation fees, and the first monthly Service Fee are due before work begins, subject to any setup-fee waiver elected under Section 3.16 or the fixed PPC + Foundations combined setup election under §3.16B.

3.2 Monthly Service Fees are billed in advance on the same calendar day each month unless the SOW or signature page states otherwise.

3.3 Service Fees are earned when charged and are non-refundable except for (i) an Agency-approved non-cash future service credit expressly available under Exhibit C, (ii) a timely eligible Foundations 30-Day Money-Back Right under §3.16A, and (iii) the exact PPC management-fee refund expressly available under an incorporated Exhibit D. Client otherwise has no contractual right to refund, offset, recoupment, clawback, disgorgement, repayment, or credit of Service Fees. A timely eligible §3.16A request or Exhibit D refund expressly overrides this Section only to the extent of its stated amount, scope, and conditions.

3.4 Except for the replacement service scope and fee after a completed Dormant Account conversion under §5.14 and an exact contractual fee return under §3.16A or Exhibit D, billing is not delayed, reduced, paused, credited, or excused by Client delays, missing access, approval delays, platform verification delays, platform restrictions, seasonal conditions, dissatisfaction with results, lead quality, rankings, revenue, ad performance, or third-party issues. No Performance Assurance credit or refund is self-executing; only an Agency-approved Exhibit C credit or a fee return determined under §3.16A or Exhibit D may be applied.

3.5 Client is responsible for all Client-Paid Channel Inputs. Agency does not advance, finance, float, sponsor, rebill, or reimburse ad spend or channel spend.

3.6 Client is responsible for all Platform Usage Fees. Platform Usage Fees may be billed through Revenue Commander, the applicable vendor, or another payment method approved for Platform usage. Failure to keep Platform Usage Fees funded may suspend dependent features or services.

3.7 Client is responsible for cold-email domains, mailboxes, sender accounts, email platform subscriptions, data, verification, warmup, enrichment, and sending infrastructure. These are Client-Paid Channel Inputs, not Agency spend.

3.8 Late payments accrue interest at 1.5% per month (18% per annum) or the maximum lawful rate, whichever is lower, on all Service Fees, Platform Usage Fees, and other amounts not paid when due, calculated from the original due date until paid in full. Interest under this Section 3.8 is compensation for the time-value of withheld funds only and is separate from, and does not duplicate, the distinct cost-reimbursement fees in Sections 3.9 and 3.10, each of which compensates Agency for a different and additional out-of-pocket or administrative cost. This Section does not increase, add a fee to, or impose interest on the exact §3.16 or §5.14 recovery.

3.9 Flat Late Fee. For each invoice, charge, or scheduled payment that is missed, declined, or not paid in full when due, Client will pay a flat late fee of $50.00 per occurrence. This fee is a reasonable pre-estimate of Agency's fixed per-invoice administrative cost of identifying the delinquency, generating and re-sending notices, manual ledger reconciliation, payment follow-up, and rescheduling the charge, which the parties agree is difficult to calculate precisely at signing. This fee is a flat reimbursement of that recurring administrative cost and is separate from interest under Section 3.8, which compensates only for the time-value of the unpaid funds. This Section does not increase, add a fee to, or impose interest on the exact §3.16 or §5.14 recovery.

3.10 Failed-Payment / NSF / Declined-Card Fee. For each payment instrument that is returned, reversed, declined, charged back at the processor level, or fails for non-sufficient funds, closed account, expired or invalid card, or revoked authorization, Client will pay a $35.00 failed-payment fee per failed instrument. This fee mirrors the per-item bank, processor, and card-network return charges Agency incurs and reimburses Agency's retry-processing costs and the staff time to detect the failure, re-attempt collection, and update payment records. This fee is separate from the flat late fee in Section 3.9 and from interest under Section 3.8. This Section does not increase, add a fee to, or impose interest on the exact §3.16 or §5.14 recovery.

3.11 Acceleration. Upon (a) Client's second missed, declined, returned, or unpaid scheduled payment under this Agreement, or (b) any improper Chargeback initiated by or on behalf of Client, the following amounts become immediately due and payable without further notice or demand: (i) all then-unpaid Service Fees, Platform Usage Fees, Client-Paid Channel Inputs, fees, and other amounts already accrued and then due; (ii) the final full monthly Service Fee for which Client is responsible upon the termination then occurring, billed in full and without proration in accordance with Sections 23.2 and 23.3, and if no such final-month amount is then determinable, the then-current month's full Service Fee without proration; and (iii) the Section 25 Chargeback liquidated damages and related amounts, if acceleration is triggered by a Chargeback. This Section does not accelerate, and Agency does not seek, any Service Fee for a month not yet billed beyond the final full month described in clause (ii); there is no committed term and no amount is owed for any unperformed future term. Acceleration is independent of, and does not waive, Agency's rights to suspend or terminate services, to recover under Section 25, or to pursue any other remedy. Amounts accelerated under this Section continue to accrue interest under Section 3.8 until paid in full, except that this sentence does not apply to the §3.16 or §5.14 recovery. If any portion of this Section is held invalid or unenforceable as applied, the remaining clauses (i) through (iii) are severable and continue in full force, and this Section is to be enforced to the maximum extent permitted rather than struck in full.

3.12 [Reserved.]

3.13 [Reserved.]

3.14 Suspension. Agency may suspend services, Platform access, reporting access, website hosting, account work, campaign management, and support if Client is not in Good Standing. Agency is not liable for damages, lost leads, lost revenue, platform disruption, or business interruption caused by suspension.

3.15 Nature of Agreement Recital. The parties acknowledge that this Agreement is an arm's-length, business-to-business commercial contract for the provision of marketing, advertising, technology, and related professional services between sophisticated business parties, and is not a contract of indebtedness, loan, or extension of credit within the meaning of R.C. 1319.02. The fee, interest, acceleration, and cost-reimbursement entitlements in this Section 3 arise from the provision and enforcement of services, not from any obligation of indebtedness.

3.16 Foundations Build Fee Accommodation; Conditional Waiver and Recovery

(a) Foundations Build Fee. For a Foundations-base purchase, the $995 Foundations Build Fee is a Service Fee for setup and onboarding work, earned by Agency and otherwise payable at signing. The $995 Foundations Build Fee is separate from every per-SKU setup fee, location activation fee, Platform Usage Fee, Client-Paid Channel Input, and any consolidated setup amount stated for a named package. A named Starter, Growth, or Elite package has no §3.16 setup-fee election; its applicable consolidated setup amount is due at signing as rendered under P-8.

(b) Option A waiver. Where Client elects Option A on the signature page for a Foundations-base purchase, Agency waives collection of the $995 Foundations Build Fee at signing as an accommodation and courtesy. Option A waives only that $995 Foundations Build Fee. It does not waive, defer, reduce, or make elective any per-SKU setup fee or location activation fee listed in Schedule B-2. A named package's consolidated setup amount is governed by its filled commercial field, is due at signing, and is not made waivable by this Option A election.

(c) Counting and forgiveness. A month counts toward forgiveness when Client has paid in full, when due, the full amount billed for that month at the elected plan rate. Service credits issued by Agency under Exhibit A reduce the amount billed and never prevent that month from counting. An upgrade, package movement, or added Menu Service does not reset the count; an upgrade month counts when Client pays the full amount billed for that month when due. A month billed at the Dormant Account rate under §5.14 does not count, and a month in which Client did not pay the amount billed and did not cure does not count.

(d) Permanent forgiveness. After Client has paid three (3) counted full monthly plan-rate payments when due, the waived $995 Foundations Build Fee is permanently forgiven and nothing further is ever owed on it. The three-payment count is a forgiveness condition only; it is not a minimum-term commitment, does not prevent termination, and does not create a charge for any unperformed future service.

(e) Recovery events. If, before the three (3) counted payments are complete, Client gives valid notice of termination, otherwise cancels or terminates this Agreement, or Agency terminates this Agreement for Client's breach, the Option A waiver ends. After written notice through the Channel of Record, the exact $995 Foundations Build Fee becomes due as a single recovery of the accommodation actually extended. A Dormant Account conversion alone is not a recovery event. The special non-return rule after conversion is stated exclusively in §5.14(g)–(h): if Client has not reactivated by the end of the 90th consecutive calendar day after the stated conversion effective date, the $995 may become due under that section if the waiver has not already been forgiven.

(f) Excluded standalone triggers. A cured late payment, a bare loss of Good Standing, a Chargeback standing alone, a service credit, or any event not listed in subsection (e) or §5.14(g)–(h) does not independently trigger recovery. This subsection does not limit Agency's separate remedies for unpaid amounts, Chargebacks, or other breaches; it limits only when the waived $995 Foundations Build Fee may be recovered.

(g) No interest or additional fee on the recovery. The recovery under this Section is exactly $995. No interest, late fee, failed-payment fee, collection surcharge, or other additional fee is added to the §3.16 or §5.14 recovery. Sections 3.8–3.10 remain applicable to other amounts that are independently due, but do not increase this recovery. The recovery is not accelerated under §3.11; its timing and amount are governed only by this Section and §5.14.

(h) Safeguards retained. This Section recovers only a discount Agency actually extended and is not a charge for unperformed future services, a minimum-term commitment, or a penalty. Client remains free to terminate under §23, subject only to the Agreement's ordinary termination and final-month rules unless a separate express exception, including §3.16A, applies.

(i) Option B. For a Foundations-base purchase, Client may elect on the signature page to pay the $995 Foundations Build Fee at signing. It is earned when charged and has no later waiver recovery. A timely eligible §3.16A request remains available for the Foundations-base purchase, but the paid Build Fee is expressly excluded from the refund under §3.16A(d). A named Starter, Growth, or Elite package has no §3.16 Option A or Option B election; its applicable consolidated setup amount is due at signing as rendered under P-8.

(j) Quantum-meruit severability. If a court of competent jurisdiction finds the recovery in this Section unenforceable as applied, the parties intend Agency to recover the reasonable value of the setup and onboarding work actually performed, and this Section is to be enforced to the maximum extent permitted rather than struck in full.

3.16A Foundations 30-Day Money-Back Right

(a) Express exception and eligible purchase. Notwithstanding §3.3 and the ordinary termination and no-refund provisions of §§3.4, 21, 22, and 23, Client may exercise the money-back right in this Section for a purchase containing Foundations. Eligible configurations are standalone Foundations, Foundations with one or more à la carte Menu Services added under §3.17, the fixed PPC + Foundations plan governed by §3.16B, and the named Starter, Growth, or Elite package. In every eligible configuration, only the first month’s $495 Foundations portion is eligible, subject to the aggregate first-month refund cap and allocation rule in Exhibit D when that exhibit applies; every other charge is excluded.

(b) First Payment Date and request window. The First Payment Date is the UTC calendar date derived from the durable timestamp when Agency first receives a successful paid/completed event for Client under this Agreement through checkout or another approved payment rail. Checkout creation time and later webhook or handler retry time do not control. The First 30-Day Window begins on that date and ends at the end of the thirtieth (30th) consecutive calendar day after it. Client may exercise this right once by written request through the Channel of Record received during that window.

(c) Unconditional request. The request is unconditional. Client need not provide a reason, identify a deficiency, allege a breach, wait for setup or site launch, satisfy a performance condition, or complete an approval or cure process. Agency will not condition eligibility on Client's use of the Services, results, onboarding status, site-live date, or acceptance of any Deliverable.

(d) Refund scope. After confirming eligibility, Agency will refund the first month’s Foundations portion actually paid, up to $495. When Exhibit D applies to the same first recurring payment, the Foundations return may not exceed the amount remaining after the priority PPC allocation and aggregate cap in D8. No other amount is refundable under this Section. Excluded are ad or media spend; tracking and Platform Usage Fees; incidental, reimbursable, or pass-through charges; named-package charges above the eligible portion; add-on monthlies; paid setup; and every build, setup, implementation, per-SKU setup, location activation, or other activation fee.

(e) Refund rail and timing. Agency will initiate the refund to the original payment method or payment rail within ten (10) business days after receiving the written request and confirming eligibility. If the original rail cannot accept a return, Agency and Client will document an alternative refund rail through the Channel of Record. Processor, bank, or card-network posting time after Agency initiates the refund is outside Agency's control. Agency's processor record or refund transaction identifier is the record of issuance.

(f) Effect on a waived setup fee. A timely money-back exit extinguishes the waived $995 Foundations Build Fee recovery for a Client who selected Option A and extinguishes the waived $995 combined setup recovery for the fixed PPC + Foundations plan under §3.16B. No recovery is due under §3.16, §3.16B, or §5.14. A Client who paid the applicable $995 setup at signing has no later waiver recovery, but that paid setup remains excluded from the refund under subsection (d). No interest, late fee, failed-payment fee, collection surcharge, or other additional fee may be imposed as a consequence of the money-back request or refund.

(g) Exit and site unpublish. A timely request under this Section is an express exception to §23.2–§23.4. It ends the eligible selected plan or configuration without the ordinary 30-day termination notice, without a final full monthly Service Fee, and without proration. For the fixed PPC + Foundations plan, it ends the entire combined plan and does not automatically continue, convert, or reprice the account as standalone PPC; any later PPC service requires a separate written election accepted by Agency. Upon receipt of the eligible request, Agency will cease serving and unpublish the Agency Work Product comprising the Foundations site, landing pages, funnels, and hosted assets, and the Client's license to Agency Work Product for that purchase ends. Agency will exercise this right only over Agency Work Product and will not alter, lock, transfer, or withhold Client's domain registration, registrar account, DNS control, or other Client-Owned Asset.

(h) No export on a refunded exit. No Static/WordPress Export or other transfer of Agency Work Product is included with a money-back exit. Any export remains subject to a separately signed scope under §§9.12 and 23.6B. Sections 9.7, 9.10, 9.12, 16.2A, 16.4, 23.7, and 23.8 govern the end of the Agency Work Product license and the unpublish.

(i) Client-Furnished Materials remain protected. Nothing in this Section limits §9.9 or §23.6A. Regardless of payment status, refund status, site unpublish, or the end of the Agency Work Product license, Agency will release or return Client-Furnished Materials and restore access to Client-titled accounts within five (5) business days after Client's written request, without asserting a lien, hold, or set-off over those materials or accounts. The release duty does not require Agency to deliver, recreate, extract, or restore Agency Work Product, Agency Background IP, or the Pre-Engagement State.

(j) No restart or second window. Eligibility and the maximum refundable amount are fixed from the selected commercial configuration and first payment received on the First Payment Date. A later package conversion, Menu Service addition or drop, pause, reactivation, or other account change does not expand or restart the First 30-Day Window and does not create a second money-back right.

3.16B Fixed PPC + Foundations Combined Setup Election

(a) Exclusive combined setup. This Section applies only when the rendered selected plan is PPC + Foundations under offer version ppc-7day-2026-08. That plan has one $995 combined setup fee for the initial one-location purchase. The combined fee replaces and absorbs both the $995 Foundations Build Fee and the $495 PPC per-SKU setup fee. Those component setup fees do not stack with, and are not separately due in addition to, the combined fee.

(b) Paid election. If the rendered election is paid, Client pays exactly $995 at signing for the combined setup. The fee is earned when charged, is not a recurring fee, and is excluded from every refund.

(c) Waiver election. If the rendered election is waived, Agency waives collection of the entire $995 combined setup fee at signing. No separate PPC setup fee is due. The three-counted-payment forgiveness, recovery-event, no-interest, no-additional-fee, severability, and Dormant Account rules in §3.16(c)–(j) and §5.14 apply to that combined fee with these substitutions: references to the Foundations Build Fee mean the combined setup fee; references to Option A mean the rendered PPC + Foundations waiver election; and each counted full plan-rate payment means the full $995 recurring Service Fee actually billed for the combined plan, reduced only by an approved Agency credit.

(d) Forgiveness and recovery. After three counted full $995 plan-rate payments, the waived combined setup fee is permanently forgiven. Before forgiveness, only the recovery events stated in §3.16(e) and §5.14(g)–(h) apply. Recovery is exactly $995 once, never $1,490, and never includes a separately stacked PPC setup fee.

(e) Refund and exit interaction. A timely eligible §3.16A exit or valid failed-assurance exit under Exhibit D suppresses recovery of the waived combined setup fee. An invoice refunded under Exhibit D does not count toward the three full payments. A paid combined setup fee remains excluded from the refund.

(f) Standalone and later-added scope. Standalone PPC has the separate $495 setup fee paid at signing and has no waiver election. This Section does not waive setup or activation fees for later-added Menu Services, additional true business locations, or later scope changes. If this Section conflicts with a general Foundations-base, per-SKU, summary, signature, Schedule B, or Dormant Account statement, this Section controls for the fixed PPC + Foundations plan.

3.17 Service Menu Elections

(a) Election channel. Client may add or remove a Menu Service listed in Schedule B-2 by a written election sent through the Channel of Record. Agency's written confirmation and billing record of the election are the controlling record of the change. A Menu Service election changes the applicable Schedule of Work without a signed amendment or counter-signature.

(b) Additions. An added Menu Service begins with the next monthly billing cycle after Client has paid every setup fee and activation fee listed for that Menu Service in Schedule B-2. A per-SKU setup fee is due when the added service is elected unless Schedule B-2 states a schedule condition that applies; no election under this Section waives a per-SKU setup fee. An add-on does not begin in the middle of a billing period and does not create a partial-period charge.

(c) Drops. A removed Menu Service ends at the close of the current billing period already paid for. There is no proration, remainder refund, or credit for the unused portion of that billing period, and no separate 30-day notice window applies to a Menu Service drop. The Agreement remains in force unless Client separately terminates the Agreement under §23.

(d) Packages and conversion. Package prices apply only while the account remains in the named package composition stated in Exhibit B and the signature page. Removing a component from a named package converts the account, beginning with the applicable next billing cycle, to the à la carte prices of the Menu Services that remain. No bundle discount applies outside a named package. A package conversion does not expand, restart, or create a second money-back window under §3.16A.

(e) True business locations. Each selected Menu Service is priced per true business location as stated in Schedule B-2. A true business location is a separate place from which Client operates its business; a city, campaign market, territory, service area, landing page, or coverage radius without a separate business location is not an added location. Foundations and Starter include one true business location, Growth includes two, and Elite includes three. No Location Pack or other additional-location bundle is sold. Additional true business locations require Agency approval and selection of the applicable services, per-SKU setup fees, and the $250 activation. An added true business location does not unlock channels not included in the selected tier.

(f) Termination rule preserved. Section 23 governs termination of the Agreement. Section 23.2's 30-day notice applies to Agreement termination, not to a Menu Service drop under this Section.

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4. Client-Paid Channel Inputs And Platform Usage

4.1 Client must maintain valid payment methods, funding, permissions, and approvals for all Client-Paid Channel Inputs and Platform Usage Fees.

4.2 If a channel depends on unfunded, failed, disputed, or unapproved inputs, Agency may pause or delay that channel while billing for Service Fees continues.

4.3 Client acknowledges that direct vendor billing, Revenue Commander billing, or platform billing may be required to operate services.

4.4 Client is solely responsible for vendor terms, payment failures, account suspensions, platform restrictions, and interruptions caused by unpaid or failed Client-Paid Channel Inputs or Platform Usage Fees.

4.5 Client-Paid Channel Inputs and Platform Usage Fees are not included in any Service Fee refund analysis, limitation-of-liability calculation, or service remedy.

4.6 Agency is not liable for lost leads, lost revenue, downtime, platform disruption, or business interruption resulting from any pause, delay, or interruption caused by unfunded, failed, disputed, or unapproved Client-Paid Channel Inputs or Platform Usage Fees. No such pause is a service-level failure or gives rise to any Section 19 remedy, credit, refund, or offset.

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5. Client Responsibilities

5.1 Client will appoint one authorized representative with authority to approve work, provide information, and bind Client. Client is bound by the approvals, rejections, instructions, and silence of its appointed representative and of any person Client reasonably appears to have authorized; Agency may rely on communications from the representative's designated contact. Client will keep the representative and contact details current and notify Agency in writing of any change; failure to maintain a current contact does not toll any Section 7 approval clock.

5.2 Client will provide timely access, credentials, account permissions, payment setup, onboarding information, business details, service areas, licenses, insurance details, offers, pricing, brand materials, approvals, and platform verification documents.

5.3 Client represents and warrants that all claims, offers, pricing, guarantees, licenses, credentials, service areas, customer data, reviews, testimonials, before-and-after materials, and other content it provides or approves are true, accurate, substantiated, lawful, and authorized.

5.4 Client is responsible for responding to leads, answering calls, booking appointments, following up, closing sales, fulfilling customer work, and maintaining business operations.

5.5 Client will not provide regulated, sensitive, or restricted data unless the parties have expressly approved the workflow in writing.

5.6 Client is responsible for complying with laws and platform rules applicable to Client's business, communications, advertising claims, customer data, licensing, recording, calling, texting, email, reviews, and promotions.

5.7 Agency may rely on Client-supplied and Client-approved materials and information without independent investigation. Agency is not responsible for the truth, legality, or substantiation of Client materials; any inaccuracy, illegality, or lack of authorization in Client materials, and any claim arising from them, is Client's sole responsibility and is indemnified under Section 20.1.

5.8 Cooperation as Condition Precedent; Deemed Waiver. Client's timely performance of its Section 5 and Section 6 duties is an express condition precedent to Agency's corresponding obligations and timelines. If Client fails to provide a required access, approval, input, or information within a reasonable period after written request, Agency may, at its option, (i) treat the item as deemed approved or waived and proceed on reasonable assumptions, (ii) pause the affected work with billing continuing under Sections 6.2 and 3, and/or (iii) deem the affected Deliverable accepted. Prolonged non-cooperation is a material breach permitting suspension under Section 3.14 and a failure of Good Standing under Section 1.7.

5.9 Channel of Record; Single Point of Contact. All Onboarding Inputs, approvals, rejections, instructions, requests, objections, and notices between the parties must be given through the Channel of Record and must come from, or be confirmed by, Client's appointed representative under Section 5.1 or that representative's designated contact. Agency may, but is not required to, act on communications received outside the Channel of Record or from persons other than the appointed representative, and may require any such communication to be re-sent through the Channel of Record before acting. Agency is not in breach, and no approval clock, Access Deadline, or service obligation is tolled or excused, because Client sent or expected a communication through any other channel, person, phone number, inbox, spam or junk folder, social account, or messaging app, or because Client failed to monitor, receive, or locate a communication Agency sent to the Channel of Record. A communication Agency sends to the representative's designated contact on the Channel of Record is governed by the receipt presumption in Sections 7.1 and 30.1. Client is solely responsible for keeping its representative, designated contact, and Channel-of-Record details current under Section 5.1 and for monitoring the Channel of Record.

5.9(b) Record of Record; Preservation. The communications, ticketing, CRM, call-tracking, recording, and reporting records maintained on or through the Channel of Record and Agency's systems (the "Engagement Record") are the controlling evidentiary record of the parties' communications, requests, approvals, deliveries, access events, and Onboarding-Input timing, and govern over any contrary recollection, screenshot, or off-channel record. Each party will preserve the Engagement Record in its possession or control during the engagement and for the longer of the records-retention period stated elsewhere in this Agreement or the applicable limitations period, and will not delete, alter, overwrite, suppress, fabricate, back-date, or migrate any part of it in a manner that defeats, or is intended to defeat, the receipt, response, approval, acceptance, or timing presumptions in Sections 5.9, 5.11, 7.1, 7.8, or any Exhibit C eligibility determination. Agency may retain and use the Engagement Record as evidence in any dispute, chargeback response, or proceeding notwithstanding any termination, cancellation, access removal, or Client deletion or off-channel migration, and Client's deletion, alteration, or migration of the Engagement Record in violation of this Section creates an adverse inference against Client and is a breach and a loss of Good Standing.

5.10 Agency Point of Contact; Staffing Discretion. Agency will make a point of contact available to Client for the engagement. Agency does not provide, and this Agreement does not include, any dedicated account manager, named representative, assigned individual, minimum staffing level, or guaranteed seniority, team size, or response cadence. Agency designates, in its sole discretion, how Client's communications and work are received, supported, and performed — which may be through one or more Agency personnel, an Agency support or operations function, a shared support channel or queue, Agency's owner or principals, qualified subcontractors or vendors, and/or Agency systems and automations — and Agency may add, remove, substitute, reassign, consolidate, restructure, or change any of the foregoing at any time, without notice and without Client consent. No such designation or change is a breach, a reduction in value under Section 2.4, a service-level failure, or a basis for any remedy, credit, refund, offset, or termination for cause. Client has no right to any particular individual, person, team, role, title, seniority level, named contact, or staffing arrangement, and no representation regarding who will perform or support the work forms part of the basis of the bargain (cf. Section 8.5). No oral or written request for, reference to, or discussion of any specific named individual or of a "dedicated" or "assigned" contact is incorporated into this Agreement, is promised, or is a condition of any payment obligation, unless expressly stated as a committed assignment in the signed SOW; absent such express SOW language, Section 8.5 non-reliance controls. Agency directs its own personnel, vendors, and internal methods under Section 18, and Client may not supervise, instruct, or require the assignment or removal of any individual. Agency will, as a courtesy and where practical, let Client know how to reach its current point of contact, but this courtesy creates no notice obligation, approval right, or remedy, and any failure to do so is not a breach.

5.11 Access Deadlines; Consequences of Missed Onboarding Inputs. Client will provide each Onboarding Input in complete, accurate, and usable form, including by accepting access and account invitations, connecting required accounts, providing correct account and property identifiers, completing required verification, and participating in any guided access or setup session Agency reasonably requests, on or before the applicable Access Deadline. Time is of the essence as to Onboarding Inputs. Usable form requires that Client grant every administrator, owner, advertiser, billing, manager, or full-control permission level Agency designates for each applicable platform, account, or property. A grant that is read-only, restricted, limited-scope, role-deficient, to the wrong account or property, expired, unaccepted, pending, or otherwise short of the designated permission level is not a complete and usable Onboarding Input, is a missed Onboarding Input, and is a Client-caused delay under Section 5.13, until Client upgrades it to the designated level. Without limiting Section 5.8 or Section 6, if Client does not provide a required Onboarding Input in complete and usable form by its Access Deadline, then, at Agency's option and without further notice: (a) the affected Service, configuration, launch, verification, and timeline pause and toll until the Onboarding Input is provided in complete and usable form, while Service Fee billing continues in full under Sections 3, 6.2, and 6.6; (b) the affected item is deemed waived or deemed approved and Agency may proceed on reasonable assumptions under Section 5.8; (c) the affected work and any dependent or reasonably related work are deferred and re-sequenced at Agency's discretion; (d) the measurement period, ramp, and any Performance Assurance eligibility under Exhibit C are paused or extended and may be forfeited for the affected period under Section 5.13 and Exhibit C; and (e) prolonged or repeated failure to provide Onboarding Inputs (including failure persisting more than fifteen (15) business days after the Access Deadline, or three (3) or more missed Access Deadlines) is a material breach permitting suspension under Section 3.14 and a loss of Good Standing under Section 1.7. Repeated provision of incorrect, outdated, or incomplete Onboarding Inputs, or Client-initiated changes to access, identifiers, routing, or configuration after Agency has configured or tested a Service, is a failure to provide Onboarding Inputs under this Section, and any resulting rework is out-of-scope accommodation work under Section 2.3.

5.12 Realistic-Expectation and Platform-Dependency Acknowledgment; Scope Confirmation. Client acknowledges and agrees that:

(a) Platform dependency. Activation, approval, and continued operation of paid media, Local Services Ads (LSA), advertising accounts, business profiles, listings, websites, domains, email and messaging, and other Third-Party Platform features are controlled by the applicable Third-Party Platform and by Client's compliance with that platform's policies, verification, and documentation requirements. Agency does not control, and does not and cannot guarantee, that any platform will approve, verify, activate, maintain, or continue any account, ad, listing, or feature, and Agency is not responsible for platform review timelines, verification requirements, disapprovals, suspensions, documentation demands, or policy changes (cf. Sections 8, 27). Where a platform requires Client materials (for example, business documentation, vehicle or licensing documentation, registration, or identity verification) for approval or verification, providing complete and compliant materials is an Onboarding Input that is Client's responsibility under Section 5.11.

(b) Setup is not a result. Configuration, build, launch, and activation of a Service are setup and delivery events under the SOW; they are not a guarantee of leads, calls, rankings, traffic, revenue, approval, or any other outcome (cf. Sections 7.4, 8). A platform-imposed delay or denial is not Agency non-performance.

(b1) Setup-completion endpoint; not a billing trigger. Agency's setup obligation for a Service is satisfied when Agency has configured, built, or made available the materially applicable service-category infrastructure for the selected tier, to the extent not blocked by a missing Onboarding Input, a Third-Party Platform restriction, a Client-funding or Client-approval gap, or a Client-caused delay under Sections 5.11 and 5.13. Setup completion is not contingent on platform approval, campaign performance, lead generation, or any business result, and a platform-dependent activation that is blocked by platform policy or a Client-documentation gap is not an Agency setup deficiency. Setup completion is an obligation endpoint only and is not a billing trigger, milestone, or condition: consistent with Sections 1.9, 3.3, 3.4, and 5.13, Service Fees (including setup and the monthly retainer) are earned when charged and bill from the start regardless of setup status, and nothing in this Section ties, delays, gates, or conditions any Service Fee, retainer, or billing date on setup being "complete." Client's entitlement is access to Agency's configured systems and the continued delivery of the included service categories, not a guarantee of results or activation, and incomplete or delayed setup does not create any refund, credit, offset, or withholding right.

(c) Scope confirmation. Client is entitled to the service categories included in the signed SOW for Client's selected tier (identified by the Exhibit B row and section headings), delivered in a commercially reasonable and professional manner under Section 2.4(a). The specific channels, tactics, methods, and deliverables within each included service category are illustrative and substitutable at Agency's discretion under Section 2.4, are not a fixed or guaranteed list, and Agency may add, drop, or substitute specific channels within an included category without that being a reduction in scope or value. A service category that is not included in the selected tier's SOW is out of scope and is available only by a separate signed change under Section 2.3, whether or not it was discussed, deferred, "decided later," or assumed. Client's election to defer, decline, narrow, or not activate any included service category or any specific channel within it does not reduce the Service Fee, change the tier, or create a refund, credit, or offset. For the avoidance of doubt, the illustrative channel and deliverable examples in Exhibit B are not a closed entitlement list, and Client's entitlement runs to the included service categories under Section 2.4, not to any particular channel or specific listed in Exhibit B.

Client confirms it has not relied, and waives any claim based on reliance, on any expectation inconsistent with this Section or with Section 8.5.

5.13 Client Delay Stack. For the avoidance of doubt and as a single consolidated statement governing all Client-caused delay, whenever Client fails to provide an Onboarding Input by its Access Deadline, misses a response or approval window, delays or withholds access, credentials, identifiers, approvals, content, verification, decisions, or funding, changes access or configuration after Agency's setup or testing, or otherwise delays, impedes, or fails to cooperate with Agency's performance:

(a) Billing continues. Service Fee billing is not paused, reduced, delayed, credited, prorated, or excused, and continues in full under Sections 3, 6.2, and 6.6, because Service Fees compensate Agency for making its standardized services, capacity, systems, and personnel available regardless of Client delay or usage (cf. Section 1.9). During any pause of a Service affected by Client delay, Agency continues to make available, and to perform in a commercially reasonable manner under Section 2.4(a), the remainder of the selected tier's service categories that are not blocked by the Client delay; the continuation of billing rests on Agency's continued availability and performance of the selected tier's service-category package, not on completion of the specific paused item. Client's delay does not entitle Client to a failure-of-consideration, total-failure, or illusory-performance defense, because Agency remains ready, willing, and able to perform and continues to perform the unblocked service categories.

(b) Timelines extend. All affected activation targets, launch dates, service-level timelines, and obligations pause, toll, and extend day-for-day (and for any reasonable re-sequencing time) for the full duration of the Client-caused delay, and Agency owes no service-level remedy for any target missed in whole or part because of Client delay (cf. Exhibit A2, A3, Sections 6.2, 6.6).

(c) Guarantee paused or forfeited. Any Performance Assurance commitment under an executed Exhibit C is suspended for, and the affected measurement month is excluded from, any period affected by Client delay, and Client's eligibility for any Performance Assurance credit is voided for that period under the Exhibit C eligibility conditions (including the conditions addressing maintained access, funding, approvals, non-pausing of campaigns, and non-delay of verification). Ramp may be extended under Exhibit C, and no credit accrues for any month in which a Client-delay condition was not satisfied.

(d) No remedy; no self-help. No Client-caused delay, and no consequence of it under this Section, is a service-level failure, a breach by Agency, or a basis for any refund, offset, Chargeback, withholding, recoupment, deduction, credit, damages, or termination for cause, and Client may not use any such delay as a basis for self-help under Section 6.4.

This Section consolidates and cross-references, and does not limit, Sections 3, 5.8, 5.11, 6.2, 6.6, Exhibit A, and Exhibit C.

5.14 Dormant Account Conversion

(a) Eligibility is limited to a required response. This Section applies only when Agency has sent Client a written request through the Channel of Record for an Onboarding Input, approval, access item, content item, payment-setup item, or decision reasonably necessary for Agency to perform the Services. Routine informational messages, status updates, and requests for optional items do not trigger this Section.

(b) Inactivity and notice sequence. Client is eligible for Dormant Account designation only if: (i) Client has neither supplied the requested item nor substantively responded with a reasonable completion plan for thirty (30) consecutive calendar days after Agency's written request; (ii) Agency has made at least three (3) documented attempts during that 30-day period to contact Client through the contact information or Channel of Record Client provided; and (iii) after the 30-day period, Agency sends the final written conversion notice in subsection (h), giving Client at least seven (7) additional calendar days to respond or cure.

(c) Optional automatic conversion and replacement fee. If Client does not respond or cure by the deadline in the final written conversion notice, Agency may, at its option and without another signature, designate the account a Dormant Account and automatically convert Client from the selected full-service tier to Agency's existing Revenue Commander standalone plan. Notwithstanding the service-category floor in §2.4 and the full-service billing rules in §§3.2–3.4 and 5.13, during the Dormant Account period Agency will provide the existing Revenue Commander standalone scope and, if Agency is then hosting Client's website, will continue hosting that website in its then-current state; content changes, redesign, SEO work, advertising management, Menu Service work, and other full-service work are not included. The conversion suspends Agency's other full-service scope, Deliverables, timelines, and management obligations. A recurring Service Fee of ninety-seven dollars ($97) per month replaces—and does not stack with—the otherwise applicable recurring full-service Service Fee and all recurring Menu Service fees, beginning with the next scheduled monthly charge after conversion. No new setup fee is charged for the conversion. The Agreement otherwise remains in effect, and the conversion does not waive amounts already earned or due.

(d) Usage continues separately. During a Dormant Account period, Client remains responsible for all Client-Paid Channel Inputs and Platform Usage Fees. Call-tracking numbers, phone usage, SMS, email, automation usage, data, usage-based tools, and all other metered or subscription Platform charges continue to be billed separately from the $97 monthly Revenue Commander Service Fee.

(e) Performance Assurance suspended. Any Performance Assurance commitment under an executed Exhibit C and all other full-service performance commitments are suspended and do not apply during a Dormant Account period. No Dormant Account month is an Eligible Measurement Month, no Performance Assurance credit accrues for it, and ramp may restart or extend upon reactivation as Agency reasonably determines.

(f) No automatic reactivation. Full-service work does not resume automatically. Reactivation requires Client to provide the outstanding items, return to Good Standing, and enter a written plan election, SOW, or amendment accepted by Agency at Agency's then-current pricing and terms.

(g) Conversion alone does not recover a waived setup. Conversion to the $97 Dormant Account plan alone never triggers recovery of a waived $995 Foundations Build Fee under §3.16 or waived $995 combined setup under §3.16B. If the applicable waiver has not been permanently forgiven, the $995 becomes due only if: (i) Client cancels or terminates before reactivation; or (ii) Client does not reactivate by the end of the 90th consecutive calendar day after the stated conversion effective date. The exact recovery is $995, without interest or additional fee, under the applicable section. A Client who paid Option B or paid the combined setup has no waived-setup recovery. A timely §3.16A money-back exit or valid Exhibit D failed-assurance exit extinguishes the applicable recovery.

(h) Final notice and exact 90-day window. The final written conversion notice required by subsection (b)(iii) must use, or contain all of the operative language in, the following form. The notice must fill in the dates; the 90-day deadline is the end of the 90th consecutive calendar day after the stated conversion effective date.

FINAL DORMANT ACCOUNT CONVERSION NOTICE

We have not received the required response, input, approval, access, or cure described below after the required notice sequence. Unless you respond or cure by [response/cure deadline — at least seven (7) calendar days after this notice], Agency may convert your account on [conversion effective date] to the Revenue Commander standalone plan at $97 per month. The $97 charge replaces—and does not stack with—the recurring full-service and Menu Service fees. Full-service scopes, Menu Service work, timelines, and Performance Assurance are suspended while the account is Dormant; hosting of the then-current Agency-hosted website continues, and Platform Usage Fees and Client-Paid Channel Inputs remain separate.

Conversion alone does not make a waived $995 setup due. If you elected Foundations Option A or the fixed PPC + Foundations combined waiver and the $995 has not already been forgiven, you may reactivate by returning to the required inputs and an accepted current plan. You must reactivate no later than [conversion effective date + 90 consecutive calendar days, end of day]. If you cancel before reactivation, or if you do not reactivate by the end of that window, the exact $995 recovery becomes due under §3.16 or §3.16B, as applicable, without interest or additional fee. Months billed at $97 do not count toward the three full plan-rate payments. If you paid Option B or the combined setup, no waived-setup recovery applies.

Full-service work does not resume automatically. Reactivation requires the outstanding inputs, restored Good Standing, and a written plan election, SOW, or amendment accepted by Agency at then-current pricing and terms. A timely eligible §3.16A money-back request or valid Exhibit D failed-assurance exit controls over this recovery rule and extinguishes the applicable recovery.

(i) Ninety-day computation. The 90-day non-return window begins on the calendar day after the stated effective date of conversion, includes ninety (90) consecutive calendar days, and ends at the end of the 90th consecutive calendar day after the conversion effective date. A reactivation accepted by Agency on or before that deadline prevents the non-return recovery event. A $97 month never counts toward forgiveness under §3.16 or §3.16B.

(j) No stacking or double recovery. The $97 replacement fee replaces the recurring full-service and Menu Service fees while the account is Dormant. Agency will not stack the $97 fee with those recurring fees, and Agency will not recover the $995 more than once.

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6. Access, Onboarding, Delays, And No Self-Help

6.1 Launch timelines and service commitments begin only after Client signs the Agreement, pays required initial amounts, completes required onboarding, provides required access, and funds required Client-Paid Channel Inputs and Platform Usage Fees.

6.2 Client delays, incomplete onboarding, missing access, missing approvals, failed payment setup, failed platform verification, account restrictions, vendor delays, or platform reviews pause affected timelines and obligations. Service Fee billing continues during those delays. Any act described in Section 6.3 or 6.4 suspends Agency's obligations and extends all timelines, and Agency may, at its option, treat partial interference as suspending dependent and reasonably related work. Such acts constitute a loss of Good Standing under Section 1.7, may constitute a material breach under Section 6.4, and, where they involve a Chargeback or removal of a payment method, may trigger Section 25 and other applicable payment remedies, in addition to suspension under Section 3.14. A Chargeback or bare loss of Good Standing does not independently trigger the exact §3.16 or §5.14 recovery.

6.3 If Client removes Agency access, disables accounts, changes credentials, blocks reporting, revokes permissions, disputes authorized payments, removes payment methods, or otherwise prevents performance, Agency's obligations are suspended to the extent affected and all timelines extend.

6.4 No Self-Help; Material Breach. Client will not use, attempt, or threaten any self-help to avoid or circumvent the Section 24 notice-and-cure-and-escalation process or any payment obligation, including: removing, changing, or revoking access or credentials; platform lockout; reversing, disputing, or initiating or threatening any Chargeback or payment reversal; contacting Agency's payment processor or merchant bank to reverse payment; inducing any Third-Party Platform or vendor to disable Agency's access or work; or making Public Statements framed as a service dispute. Each such act, when used to avoid or circumvent the Section 24 process or any payment obligation, is a material breach of this Agreement. ("Public Statements framed as a service dispute" means statements to the public, a customer, prospect, platform, or processor that characterize the engagement as a service or payment dispute for the purpose of avoiding or circumventing the Section 24 process or a payment obligation; this Section does not limit, expand, or independently penalize the CONTENT of any public statement, which is governed exclusively by Section 17.5, and nothing in this Section reaches truthful statements, protected opinion, good-faith reports to a government agency or regulator, testimony, statements compelled by law, or legal claims.)

6.5 Irreparable Harm; Injunctive Relief. Client agrees that self-help, lockout, vendor interference, or pre-process Public Statements framed as a service dispute cause Agency immediate and irreparable harm for which monetary damages are inadequate, and that Agency is entitled to seek temporary, preliminary, and permanent injunctive relief and specific performance, without posting bond and without waiving any other remedy.

6.6 Automatic Suspension on Self-Help. Any self-help act under Section 6.4 immediately and automatically suspends all of Agency's obligations and tolls and extends all timelines, while Service Fee billing continues, until Agency confirms in writing that the act is fully cured and Good Standing is restored.

6.7 Process-Circumvention Fee-Shift. Client will pay Agency's reasonable attorneys' fees and costs to defend, unwind, or enjoin any self-help act or any pre-process Chargeback or Public Statement framed as a service dispute, whether or not litigation is filed and regardless of which party files first.

6.8 Sophisticated-Parties Recital; Severability Step-Down. The process-protection mechanics in this Section are a material basis of the bargain and the consideration for Agency's standardized pricing, agreed at arm's length between sophisticated parties as a reasonable allocation of risk and not as a penalty. If any remedy, stipulation, or deadline in this Section is held unenforceable or unreasonable as applied, it shall be reduced to the minimum enforceable form, and the remainder of this Section, including the material-breach characterization, the automatic-suspension right, and Agency's Section 24, 25, and 26 remedies, survives unimpaired.

6.9 Credential and Access Maintenance; Change Notice. Throughout the engagement, Client will maintain in effect all access, credentials, account permissions, invitations, connections, identifiers, routing, and funding required for Agency to perform, and will not change, revoke, re-point, or reconfigure any access, account identifier, forwarding or routing number, DNS, registrar, tracking, or platform setting that Agency has configured, tested, or relies on, without giving Agency advance written notice through the Channel of Record and a reasonable opportunity to coordinate the change. A change made without such notice is a failure to maintain access under this Section and a failure to provide Onboarding Inputs under Section 5.11; any resulting breakage, misrouting, rework, or re-testing is Client-caused, is governed by the Section 5.13 delay stack, and any corrective work is out-of-scope accommodation work under Section 2.3. This Section supplements and does not limit Sections 6.2, 6.3, 6.4, and 6.6.

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7. Approvals And Acceptance

7.1 Agency submits a Deliverable by delivering it to Client's appointed representative (Section 5.1) by any reasonable written means, including email to the representative's designated contact, which is presumed received on transmission absent a bounce, which presumption Client may rebut only by clear and convincing evidence of non-receipt. Client has two (2) business days from submission to approve the Deliverable or to deliver a specific, written objection identifying the precise nonconformity with the SOW description. To stop the approval clock, an objection must be specific, in writing, and tied to the SOW; a non-response, a general expression of dissatisfaction, an objection based on a desired business outcome, or a change request outside SOW scope does not constitute rejection, does not toll deemed approval, and is not a basis for non-acceptance. Out-of-scope change requests are governed by Section 2.3, require a separate signed agreement, and do not delay acceptance of the conforming Deliverable. Revision rounds are limited to those expressly stated in the SOW; additional rounds are out of scope.

7.2 If Client does not deliver a conforming objection within the approval period, the Deliverable is deemed approved. Deemed approval is final, binding, and conclusive, is acceptance for all purposes including Section 7.3 reliance and the Section 16 license, and is not reopened or rescinded by later dissatisfaction, changed business conditions, or lack of business outcome.

7.3 Agency may rely on approvals to publish, schedule, configure, purchase, launch, or continue work.

7.4 Deliverables are accepted when delivered. Lack of a desired business outcome, result, lead, ranking, or revenue is not non-acceptance, non-delivery, or non-conformity of any Deliverable.

7.5 Acceptance by Use/Conduct. Client's use, publication, deployment, continued hosting, or retention of the benefit of a Deliverable constitutes acceptance and waives any right to reject that Deliverable, regardless of whether the approval period has run.

7.6 No Revocation; Sole Remedy. Once accepted (by approval, deemed approval, delivery, or use), acceptance is final and may not be revoked. Client's sole and exclusive remedy for any Deliverable later alleged to be nonconforming is the non-cash correction, re-performance, or make-good remedy in Section 19 and Exhibit A. No accepted or deemed-accepted Deliverable gives rise to any refund, offset, Chargeback, withholding, recoupment, deduction, credit, or damages claim, in all events subject to Section 22.

7.7 Sophisticated-Parties Recital; Severability Step-Down. The acceptance and deemed-acceptance mechanics in this Section are a material basis of the bargain and the consideration for Agency's standardized pricing, agreed at arm's length between sophisticated parties. If any deadline or mechanic in this Section is held unreasonable as applied, it shall be reduced to the minimum enforceable form and the remainder of this Section survives.

7.8 Response Window for Non-Deliverable Items. The deemed-approval mechanics in Sections 7.1–7.2 govern submitted Deliverables. Separately, where Agency requests through the Channel of Record a decision, selection, confirmation, approval, Onboarding Input, or information that is not a submitted Deliverable (for example, a channel or audience selection, a routing or configuration choice, a verification document, or confirmation that a deployed item is acceptable), Client will respond completely through the Channel of Record within two (2) business days, or within any longer Access Deadline Agency states for that item. If Client does not respond within that period, Agency may, at its option and without further notice, (i) proceed on the reasonable default or assumption Agency identifies, (ii) treat the item as deemed approved, confirmed, or waived, and/or (iii) pause the affected work with billing continuing under Sections 3, 5.13, and 6.2, and Client's non-response is not a basis for any later objection, remedy, refund, offset, Chargeback, or withholding. A general expression of dissatisfaction, a request outside SOW scope, or a request to reverse a default already adopted under this Section does not constitute a timely response and is governed by Sections 2.3 and 7.1.

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8. No Guarantees; Platform Volatility

8.1 Agency does not guarantee leads, lead quality, appointments, sales, revenue, ROAS, CPL, CPA, rankings, traffic, map pack placement, reviews, review removal, ad approval, LSA approval, account reinstatement, platform eligibility, inbox placement, deliverability, response rates, domain reputation, AI search visibility, or any specific business outcome, except only for the limited Performance Assurance service-credit commitments expressly stated in an executed Exhibit C, if applicable.

8.1A The foregoing list of items not guaranteed is illustrative and not exhaustive. Agency makes no guarantee, representation, warranty, or assurance of any kind, express or implied, regarding any result, outcome, metric, performance level, timing, effectiveness, or business benefit of the Services, except only for a service credit expressly elected under an executed Exhibit C and the narrow management-fee refund expressly stated in an incorporated Exhibit D. Exhibit D does not guarantee any lead or business outcome. The absence of any item from the list above does not create, and shall not be construed to create, any guarantee, representation, or warranty as to that item.

8.2 Third-Party Platforms may change rules, reject ads, suspend accounts, delay reviews, throttle sending, alter algorithms, remove access, change APIs, change pricing, or stop supporting features. Agency is not responsible for Third-Party Platform decisions or failures.

8.3 Agency may pause, throttle, reallocate, or adjust work due to platform policy, compliance concerns, account risk, deliverability risk, unavailable Client-Paid Channel Inputs, or unreasonable operational risk.

8.4 No Performance Assurance, lead target, CPL ceiling, opportunity floor, service credit, or other performance commitment applies unless it is expressly selected on the signature page, Agreement Summary, SOW, or executed Exhibit C. Public website copy, proposals, sales discussions, forecasts, projections, examples, reports, or estimated outcomes do not create Performance Assurance rights unless incorporated into the signed Agreement.

8.5 Non-Reliance; No Outcome Representations. In deciding to enter this Agreement, Client has not relied on, and waives any claim based on, any statement, projection, forecast, estimate, example, case study, screenshot, sample report, range, "typical result," or oral or written representation of any kind concerning leads, revenue, ROAS, CPL, rankings, traffic, or any other outcome that is not expressly written into this signed Agreement or an executed Exhibit C. All such statements are non-binding illustration and opinion, are not representations of fact, and form no part of the basis of the bargain. Client's sole and exclusive expectations are those expressly stated in the signed SOW and any Exhibit C. (Nothing in this Section disclaims liability for intentional fraud; cf. Section 22.9.)

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9. Websites, Hosting, Updates, And Fair Use; Agency Work Product

9.1 Website services, if included, are limited to the SOW.

9.2 "Unlimited updates" means minor text, image, contact, and content updates to existing pages within reasonable use. It does not include new pages beyond the SOW, redesigns, custom coding, complex integrations, structural changes, migrations, or major design work.

9.3 Agency may limit active requests, sequence work based on operational priority, and require a separate written agreement for work outside fair use.

9.4 Third-party themes, plugins, licenses, hosting, forms, and tools may be non-transferable and may require Client to purchase its own license after termination.

9.5 Agency Work Product Defined. Every website, landing page, funnel page, microsite, hosted page, template build, layout, design, copy, structure, code, configuration, integration, plugin configuration, tracking setup, and related hosted asset that Agency designs, codes, builds, configures, assembles, or hosts for Client is Agency Work Product and is Agency intellectual property, except for Client-Furnished Materials embedded within it. Agency Work Product is licensed to Client, not assigned, and only during an active subscription in Good Standing, except as a final Deliverable may be released under Section 16 after full payment.

9.6 No Transfer by Hosting on Client Domain. Client acknowledges that Agency Work Product remains Agency intellectual property even when it is published, served, or displayed on a domain owned or controlled by Client. Hosting Agency Work Product on a Client-Owned domain does not transfer ownership of the design, code, build, structure, or content to Client, and does not convert Agency Work Product into a Client-Owned Asset.

9.7 Takedown Right. If Client is not in Good Standing, fails to pay any amount when due, files any Chargeback, or initiates an improper Chargeback as described in Section 24, Agency may immediately and without notice take offline, deactivate, unpublish, remove from hosting, disconnect, password-protect, or cease serving the website, landing pages, funnel pages, hosted assets, and all other Agency Work Product, in whole or in part, even where that Agency Work Product is served on a Client-Owned domain, because the website and its build are Agency's creative work and Agency intellectual property. Agency may also suspend or disable Revenue Commander and all Platform features under Sections 3.14 and 11.3.

9.8 IP-Enforcement Recital and Waiver. Agency's exercise of its rights under this Section is a permitted enforcement of Agency's own intellectual property and license terms and is not a conversion, detention, or wrongful withholding of Client property. Client waives any claim for lost leads, lost revenue, lost rankings, de-indexing, downtime, traffic loss, reputational harm, or business interruption arising from Agency taking offline, deactivating, or de-indexing Agency Work Product.

9.9 Client-Furnished Materials Carveout. Client-Furnished Materials means the raw materials Client owned independently of this engagement and supplied to Agency, limited to: Client's own logo and brand files as Client delivered them; Client's own photographs, videos, and copy that Client created or already owned; Client's own customer and contact data; and access credentials to accounts titled in Client's name, including Client's own advertising accounts, Client's domain registrar account, and Client's business-listing and social accounts. Client-Furnished Materials do not include, and are distinct from, Agency Work Product, Agency Background IP, Platform components, Revenue Commander, snapshots, templates, automations, workflows, dashboards, prompts, source code, configurations, or any design, code, or build that Agency created, even if Client-Furnished Materials are incorporated, displayed, or embedded within that Agency Work Product.

For purposes of Sections 9.7, 16.6A, 23.7, and 23.8, "take offline," "unpublish," and "cease serving" mean Agency ceasing to serve, or removing from Agency's own hosting environment, Agency Work Product, with the effect that the Agency-built pages are no longer served and, as a natural consequence, are removed from third-party search indexes over time. Agency exercises these rights solely over its own hosted build and files, and not by accessing, altering, locking, transferring, or withholding Client's domain registration, registrar account, DNS control, or Client-titled search-console property, all of which remain Client-Owned Assets.

Agency will, regardless of payment status and within five (5) business days of Client's written request, release or return Client-Furnished Materials in Agency's possession in a reasonable format, and will restore Client's access to accounts titled in Client's name. Agency does not and will not assert a lien, hold, or set-off over Client-Furnished Materials or Client-titled account access to secure payment. Agency is not required to deliver, recreate, extract, or release any Agency Work Product, Agency-created design, code, or build, or Agency Background IP as part of returning Client-Furnished Materials.

9.10 IP-Characterization Severability / License-Revocation Fallback. If any tribunal finds that Agency's removal, deactivation, or ceasing-to-serve of Agency Work Product on a Client-Owned domain is not fully effective as intellectual-property enforcement, then (a) such act shall instead be deemed Agency's permitted termination of a revocable hosting and display license granted only during Good Standing, and Client's continued display of Agency Work Product after such termination is unlicensed use; and (b) the unenforceability of any one removal right shall not impair Agency's separate rights to cease hosting, suspend the Platform, or pursue the Section 25 and Section 26 remedies, all of which survive severance.

9.11 No Duty to Restore Prior or Pre-Engagement State. Where Agency designs, codes, builds, or hosts a website, landing page, funnel page, or other hosted asset that replaces, supersedes, or is published in place of a website, host, hosting account, DNS or registrar configuration, page, or other online property Client used before this engagement (the "Pre-Engagement State"), Client acknowledges and agrees as follows:

(a) The website and build Agency creates is Agency Work Product, licensed to Client only during an active subscription in Good Standing, and Agency may take it offline, deactivate, unpublish, remove from hosting, disconnect, or cease serving it under Sections 3.14, 9.7, 16.6A, 23.7, and 23.8, including on a Client-Owned domain. In doing so Agency removes only its own Agency Work Product and does not delete, disable, encumber, or take possession of any Client-Owned Asset, Client account, Client-controlled domain or registrar, or Client-Furnished Materials that remain in Client's possession or control.

(b) Agency has no obligation, before, during, or after such removal, to restore, recreate, rebuild, re-host, re-deploy, reinstate, reconstruct, or roll back the Pre-Engagement State, in whole or in part, including any prior website, prior design, prior code, prior host or hosting account, prior DNS, registrar, or server configuration, prior pages or content, or any other state that existed before Agency's website went live. Standing up, restoring, or sourcing any replacement for the Pre-Engagement State is solely Client's responsibility.

(c) Agency did not necessarily create, retain, or possess the Pre-Engagement State, and nothing in this Agreement requires Agency to deliver, recreate, extract, or reconstruct material Agency did not create. To the extent any portion of the Pre-Engagement State was genuinely supplied to Agency by Client and qualifies as Client-Furnished Materials — including any backup, export, or copy of a prior site that Agency in fact holds — Agency's sole obligation as to it is the release obligation in Sections 9.9 and 23.6A, and that obligation is satisfied by delivering the Client-Furnished Materials as they then exist. Release means delivery of the files Client actually supplied or that Agency actually holds; it does not mean, and Section 9.9 does not require, that Agency rebuild, re-host, re-deploy, configure, or otherwise restore to live service the website or online presence that existed before Agency's engagement. Nothing in this Section limits, narrows, or supersedes Agency's release obligations under Section 9.9 or Section 23.6A.

(d) Agency is not liable for any gap, downtime, loss of online presence, loss of traffic, loss of rankings, de-indexing, lost leads, lost revenue, reputational harm, or business interruption occurring between the removal of Agency Work Product and whatever website, hosting, or configuration Client elects to stand up on its own. This subsection is the enforcement of Agency's own intellectual property and license terms and reflects the absence of any affirmative restoration duty; it is not, and shall not be construed as, a conversion, detention, destruction, or wrongful withholding of Client property. This subsection governs Agency's lawful exercise of its takedown and license-termination rights and does not purport to limit liability for Agency's own willful misconduct.

9.12 Hosted Agency Work Product; Separate Export Scope.

(a) Hosted service boundary. Agency-created websites, Revenue Commander landing pages, funnel pages, capture systems, and related hosted assets are Agency Work Product made available only as a hosted service during an active subscription in Good Standing. Publishing them on a Client-owned domain does not transfer the build, code, configuration, or Agency Background IP.

(b) Service-end unpublish. At service end, Agency may unpublish and cease serving the hosted Agency Work Product, and Client's display license ends. Agency does not owe an included, automatic, or no-charge Static/WordPress Export on a good-standing or other exit.

(c) Separate export scope. A static, WordPress, host-to-host, downloadable, migration, or other export exists only if the parties separately sign a written SOW or change order that states the exact export deliverable, exclusions, price, destination responsibilities, and delivery process. No export scope is inferred from Good Standing, full payment of recurring fees, termination, or a handoff request.

(d) Client-Furnished Materials unaffected. This Section does not limit Agency's separate obligation under Sections 9.9 and 23.6A to return Client-Furnished Materials and restore access to Client-titled accounts. That release does not require delivery, recreation, extraction, or restoration of Agency Work Product or Agency Background IP.

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10. Paid Media And Advertising

10.1 Client pays all ad spend and lead marketplace spend directly through Client's platform accounts.

10.2 Agency's obligation is limited to management of campaigns within the SOW and any applicable spend-management caps.

10.3 Agency is not responsible for platform billing, auction volatility, market competition, policy restrictions, disapprovals, account suspensions, or changes in ad costs.

10.4 PPC 7-Day Managed-Media Cap; Written Change Order Required Above Cap

(a) One governed management range. For the PPC 7-Day offer, Agency manages the applicable Google Search, Local Services Ads where available and eligible, and Meta/Facebook channels as one paid-media service for combined platform-reported managed media spend up to and including $5,000 per calendar month. Client pays all media spend directly through Client-owned platform accounts. Media spend is not an Agency Service Fee.

(b) No automatic above-cap tier or price. The signed monthly Service Fee covers only the range through $5,000. If actual or planned combined managed media spend will exceed $5,000 in a calendar month, the parties must first execute a separate written change order identifying the expanded scope, its effective date, and its price. No unpublished, unresolved, percentage-based, or automatic above-cap management fee is incorporated into this Agreement.

(c) Above-cap service requires signature first. Agency may decline, pause, or limit management above the cap until the change order is signed, without retroactively repricing a completed billing cycle.

(d) Notice and pacing. Agency will provide written notice through the Channel of Record when platform reporting or an approved budget indicates the cap may be exceeded. Client will cooperate with reasonable pacing instructions while a change order is considered. Platform overdelivery, delayed reporting, taxes, credits, adjustments, and billing artifacts do not independently amend the Service Fee.

(e) Landing pages, ownership, and exit. PPC traffic uses Revenue Commander landing pages, tracking numbers, and capture wiring, including when Client purchases PPC without Foundations or keeps a Client-owned website. Google, Local Services Ads, and Meta accounts, account history, and client-funded media remain Client-owned. Agency-created landing pages and capture systems remain governed by the Agency Work Product, hosted-license, service-end unpublish, and separately scoped export terms of this Agreement.

(f) Assurance terms separate. The one-time PPC 7-Day Lead Assurance is governed only by Exhibit D. It does not change the management cap, create an outcome guarantee, or authorize an above-cap charge.

(g) No additional spend charge. Client-funded platform spend is not an Agency Service Fee. No additional spend-based Agency charge is incorporated into this Schedule absent the signed written change order required above.

10.5 Client funds and owns all ad spend; ad spend is a Client-Paid Channel Input, is never Agency money, and is excluded from every remedy, credit, refund analysis, and liability calculation. Agency does not guarantee that any ad spend will produce leads, conversions, or return, and Client assumes the entire risk of campaign performance, targeting, auction outcomes, disapprovals, and spend pacing within the SOW cap. Client's sole and exclusive remedy for any alleged error in campaign setup, targeting, pacing, or management is non-cash correction or re-performance under Section 19 and Exhibit A; no such matter creates any right to refund, offset, Chargeback, withholding, recoupment, deduction, credit, recovery of ad spend, or damages. Agency is not liable for spend that exceeds or falls short of any cap due to platform billing, auction conditions, or delayed reporting.

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11. Revenue Commander, CRM, Call Tracking, SMS, And Email

11.1 Revenue Commander and related Platform features may include CRM, forms, calendars, automations, reporting, call tracking, phone numbers, SMS, email, AI, and other tools.

11.2 Client is responsible for Platform Usage Fees, including phone numbers, calling, SMS, email, usage-based tool costs, automation usage, and related usage-based costs.

11.3 Agency may suspend or disable Platform features if Platform Usage Fees are unpaid, disputed, risky, unlawful, or unsupported.

11.4 Client is responsible for consent, opt-outs, call recording notices, message content approval, and legal compliance for Client communications unless a signed written agreement expressly assigns a specific task to Agency.

11.5 Revenue Commander and all Platform features are provided AS-IS and AS-AVAILABLE. Agency does not guarantee uninterrupted, error-free, or timely operation of any CRM, automation, form, calendar, call-tracking number, SMS, email, or messaging feature, or that any lead, message, call, or notification will be captured, routed, delivered, or timely. Client assumes the entire risk of, and is solely responsible and liable for, TCPA, A2P 10DLC, CAN-SPAM, call-recording, consent, opt-out, and all other communications-law compliance for Client communications, and Client's indemnity under Section 20 expressly covers all such matters. Client's sole and exclusive remedy for any Platform error, outage, or missed delivery is non-cash correction or re-performance under Section 19; no such matter creates any right to refund, offset, Chargeback, withholding, recoupment, deduction, credit, or damages, and Agency is not liable for lost leads, lost revenue, or business interruption arising from Platform behavior or any Third-Party Platform.

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12. Outbound Messaging And Cold Email

12.1 If outbound or cold-email services are included, Client is responsible for purchasing, owning, and funding domains, mailboxes, sender accounts, warmup, deliverability tools, data, verification, enrichment, and sending infrastructure.

12.2 Client acknowledges that deliverability, inbox placement, spam filtering, domain reputation, response rates, booked calls, and revenue are not guaranteed.

12.3 Third-party contact data may be inaccurate, outdated, incomplete, or noncompliant for Client's intended use. Client is responsible for approving the target audience and claims.

12.4 Agency may throttle, pause, rotate, or stop outbound work to protect deliverability, reduce complaints, manage platform risk, or address compliance concerns.

12.5 Client is responsible for the truthfulness, legality, substantiation, and approval of outbound claims, offers, pricing, licenses, service areas, opt-out handling, and regulated-industry limitations.

12.6 Client owns and funds all sending infrastructure and assumes the entire risk of deliverability outcomes, including inbox placement, spam filtering, blacklisting, spam-trap hits, complaint rates, sender-reputation and domain-reputation degradation, and postmaster or provider penalties affecting any Client domain, mailbox, or account. Agency is not liable for, and Client waives all claims arising from, any harm to Client domains, mailboxes, reputation, or deliverability, even where Agency configured, warmed, throttled, or operated the sending. Client is solely responsible and liable for, and indemnifies Agency under Section 20 against, all claims arising from outbound content, targeting, data sourcing, opt-out handling, and CAN-SPAM, CASL, TCPA, and regulated-industry compliance. Client's sole and exclusive remedy for any outbound service issue is non-cash correction or re-performance under Section 19; no such matter creates any right to refund, offset, Chargeback, withholding, recoupment, deduction, credit, or damages.

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13. Reviews, Testimonials, Social Proof, And Social Publishing

13.1 Client is responsible for ensuring reviews, testimonials, photos, videos, before-and-after examples, customer names, customer stories, and social proof are truthful, authorized, not misleading, and legally usable.

13.2 Client will not request or approve fake reviews, undisclosed paid endorsements, review gating, misleading testimonials, false scarcity, false claims, or customer-identifying content without permission.

13.3 Agency may refuse, revise, remove, or decline to publish content that Agency reasonably believes creates legal, platform, reputation, or compliance risk. Agency's decision to refuse, revise, remove, or decline content under this Section is a permitted exercise of Agency's rights, is not a breach, default, or service-level failure, and creates no refund, credit, offset, or make-good right.

13.4 Platform moderation, reach, removals, account restrictions, and engagement outcomes are not guaranteed.

13.5 Client is solely responsible and liable for the truthfulness, authorization, FTC Endorsement Guides and fake-review-rule compliance, review-platform terms-of-service compliance, and legality of all reviews, testimonials, endorsements, before-and-after materials, customer names, and social-proof content Client requests, supplies, or approves, and Client's indemnity under Section 20.1 expressly covers all claims, penalties, and proceedings (including FTC, state-attorney-general, BBB, and platform actions) arising from such content. Platform moderation, reach, removal, and engagement outcomes are never guaranteed and create no remedy. Client's sole and exclusive remedy for any content-publishing issue is non-cash correction or re-performance under Section 19.

13.6 Agency does not author, verify, or warrant the truth of Client-supplied reviews, testimonials, or before-and-after materials and has no liability arising from them; Client's furnishing of such material is Client's representation that it is truthful, authorized, and lawful.

13.7 Nothing in this Section limits Section 17.5. Any review or public statement the Client or its personnel makes about Agency or any Agency Protected Party is governed by Section 17.5 and Section 20.1.

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14. AI, Automation, And Reporting

14.1 Agency may use AI, automation, machine learning, scripts, prompts, templates, and internal tools to research, draft, analyze, prioritize, optimize, summarize, report, and deliver services.

14.2 Tool-supported outputs may be inaccurate, incomplete, or require human review. Client is responsible for reviewing and approving material customer-facing claims, offers, prices, guarantees, licenses, credentials, and regulated statements.

14.3 Agency does not guarantee AI search visibility, citations, rankings, model behavior, autonomous output quality, or AI-generated business outcomes.

14.4 All AI-, automation-, and tool-generated outputs — including reports, dashboards, summaries, attribution statements, recommendations, and all AI- or automation-generated customer-facing copy, messages, creative, images, and automated actions — may be inaccurate, incomplete, biased, or unfit for use and are provided for Client's review. Client is solely responsible for reviewing, verifying, and approving all such outputs before reliance or publication, and Client assumes the entire risk of any output Client publishes, deploys, or relies on. Agency's sole obligation, and Client's sole and exclusive remedy, for any error, inaccuracy, hallucination, or defect in any such output is to correct, retract, clarify, or reissue the affected item. No AI-, automation-, or reporting-related error creates any right to refund, offset, Chargeback, withholding, recoupment, deduction, credit, or damages, and Client's indemnity under Section 20 covers all third-party claims arising from outputs Client published or approved. (Subject to Section 22.9; Agency does not disclaim its own intentional misconduct.)

14.5 AI-vendor volatility. AI and automation vendors may change, deprecate, restrict, reprice, or discontinue models, APIs, or features at any time. Agency is not responsible or liable for any AI- or automation-vendor change that alters, degrades, or disables a feature, output, or workflow; any such change is a platform-volatility event under Section 8.2 and a third-party matter under Section 18, not a breach. Agency may substitute vendors, models, or methods under Section 2.4 without liability.

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15. SEO, Local Search, And Authority Placements

15.1 SEO, local search, content, citation, and authority-placement services are limited to the SOW.

15.2 Search engines and directories may ignore, discount, delay, rewrite, remove, or decline content, links, citations, listings, or structured data.

15.3 Agency does not guarantee rankings, traffic, indexing, map placement, backlink value, AI citation, or search visibility outcomes.

15.4 Assumption of Risk. SEO, local-search, citation, content, and authority-placement work is inherently subject to search-engine and directory discretion. Client assumes the entire risk of ranking volatility, traffic loss, de-indexing, manual actions, algorithmic penalties, Google Business Profile or listing suspensions, citation removal, and link devaluation, including where these follow Agency's work, and Agency is not liable for, and Client waives all claims for, any loss of rankings, traffic, listings, leads, revenue, or visibility.

15.5 Sole Remedy. Client's sole and exclusive remedy for any SEO or local-search service issue is non-cash correction, re-performance, or make-good work under Section 19 and Exhibit A. No SEO or local-search matter creates any right to refund, offset, Chargeback, withholding, recoupment, deduction, credit, or damages.

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16. Ownership And Licenses

16.1 Client owns Client-Owned Assets as defined in Section 1.4, in the state in which Client owned, controlled, or independently acquired them. Agency's performance of services on, within, or in connection with a Client-Owned Asset — including configurations, optimizations, builds, copy, structure, integrations, automations, and methods Agency applies — does not transfer to Client, and does not convert into a Client-Owned Asset, any Agency Background IP, Agency Work Product, Platform component, or Agency method, all of which remain Agency intellectual property under Sections 16.2A and 9. Hosting, embedding, or displaying Agency Background IP or Agency Work Product on or within a Client-Owned Asset (including a Client-Owned domain) does not transfer ownership to Client.

16.2 Agency owns Agency Background IP.

16.2A Agency Work Product Is Not a Client-Owned Asset. Agency Work Product, including all websites, landing pages, hosted pages, designs, layouts, code, structure, and hosted builds Agency creates for Client, is Agency intellectual property and is not a Client-Owned Asset, even when served or displayed on a Client-Owned domain. Client's rights in Agency Work Product are governed by the license in Sections 16.3 and 16.4 and by Section 9, and end on termination, nonpayment, or loss of Good Standing.

16.3 Final-Deliverables License. Conditioned on, and only upon, Client's payment in full of all Service Fees, Platform Usage Fees, Client-Paid Channel Inputs, and other amounts then due to Agency under this Agreement and every SOW (not merely amounts allocable to a particular Deliverable), Agency grants Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the final Deliverables Agency created specifically for Client, solely for Client's own internal business use within the United States and solely for the business and location(s) identified in the SOW. This is a license only; no Deliverable is sold or assigned, and no title, copyright, or ownership in any Deliverable passes to Client. The license excludes, and Client receives no rights in, Agency Background IP, Agency Work Product (as defined in Sections 9.5 and 16.2A), third-party materials, non-transferable licenses, and Platform components, even where embedded, displayed, or rendered within a Deliverable. The license is automatically suspended during any period Client is not in Good Standing and terminates upon termination of this Agreement, any Chargeback, or any failure to pay an amount when due; continued use thereafter is unlicensed use and infringement. Client will not copy, modify, reverse engineer, resell, relicense, white-label, distribute, or use any Deliverable to compete with or replicate Agency's services or systems.

16.4 Embedded Background-IP License. During an active subscription and only while Client is in Good Standing, Client receives a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use Agency Background IP solely as embedded in the active services or Deliverables and solely for Client's own internal business use. This license automatically and immediately suspends upon, and for the duration of, any loss of Good Standing, any failure to pay an amount when due, or any Chargeback, and terminates upon termination of this Agreement, without notice and without any act required of Agency. Upon suspension or termination, Client has no right to continue using Agency Background IP, including as embedded in any Deliverable or Agency Work Product, and any such continued use is unlicensed use and infringement. This license does not limit Agency's removal and cease-serving rights under Sections 9.7, 16.6, and 16.6A.

16.5 Reservation; No Extraction. All rights not expressly licensed to Client are reserved to Agency. Client will not, directly or through any third party, copy, reproduce, extract, export, screenshot for reuse, reverse engineer, decompile, recreate, modify, prepare derivative works from, resell, relicense, or use any Agency source code, prompts, automations, workflows, snapshots, templates, dashboards, SOPs, internal tools, strategy frameworks, reporting methods, generalized systems, or any Agency Background IP or Agency Work Product to which Client was given access, except solely as embedded in the active services during Good Standing and solely for Client's own internal business use. Any unauthorized retention, extraction, or use after termination or loss of Good Standing is unlicensed use, misappropriation of Agency intellectual property, and a material breach, and entitles Agency to injunctive relief in addition to its other remedies.

16.6 Agency may remove or disable Agency Background IP, users, automations, dashboards, tools, templates, and workflows after termination, nonpayment, or loss of Good Standing.

16.6A Removal Authority; Release Duty. Without limiting Section 16.6, Agency may remove, disable, take offline, unpublish, or cease hosting Agency Work Product and Agency Background IP, in whole or in part, including on a Client-Owned domain (as "take offline," "unpublish," and "cease serving" are limited in Section 9.9), after termination, nonpayment, an improper Chargeback, or loss of Good Standing. Agency will, on written request and as provided in Section 9.9, release or return Client-Furnished Materials, but is not required to release Agency Work Product, Agency-created design, code, or build, or Agency Background IP.

16.7 IP-Characterization Severability / License Fallback. If any tribunal finds that any Deliverable, or any portion of Agency Background IP or Agency Work Product, was assigned to or owned by Client rather than licensed, then (a) the broadest grant the tribunal will enforce shall be deemed reduced to a non-exclusive, non-transferable, non-sublicensable, revocable license limited to Client's own internal business use, suspended during any loss of Good Standing and terminating on termination of this Agreement or any Chargeback; (b) Agency retains all residual and reversionary rights to the maximum extent permitted; and (c) the unenforceability of any one ownership or license provision does not impair Agency's separate rights under Sections 9, 16.6, 16.6A, 23.7, and 23.8, all of which survive severance. This Section is to be enforced to the maximum extent permitted rather than struck in full.

16.8 Retained Learnings. Agency may retain and reuse, on a perpetual and irrevocable basis, aggregated, anonymized, statistical, and de-identified data, metrics, benchmarks, performance learnings, configurations, and improvements developed or derived in the course of performing services, provided Agency does not disclose Client's confidential information or personally identifying customer data in a form that identifies Client or its customers. All such retained learnings and improvements are Agency Background IP under Section 1.1 and are not Client-Owned Assets.

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17. Confidentiality, Non-Solicitation, Publicity, And Non-Disparagement

17.1 Each party will protect the other's Confidential Information (as defined in Section 1.11) using at least the degree of care it uses for its own most sensitive information, and in no event less than reasonable care, and will not use or disclose it except to perform this Agreement. Agency Background IP and Agency's methods, pricing, prompts, snapshots, workflows, dashboards, and systems constitute Agency trade secrets and Confidential Information under the Ohio Uniform Trade Secrets Act, R.C. 1333.61 et seq. Client will not reverse engineer, decompile, copy, replicate, or recreate any Agency Background IP or Platform component observed during the engagement. On a party's written request, the other party will return or destroy its Confidential Information. Breach of this Section causes irreparable harm; the non-breaching party may seek injunctive relief without posting bond and without proving the inadequacy of monetary damages.

17.2 The confidentiality exceptions apply only to information the receiving party can show, by contemporaneous written records, was already known, independently developed without use of the disclosing party's Confidential Information, publicly available through no fault of the receiving party, or lawfully received from a third party without restriction.

17.2(b) Permitted Disclosures. Notwithstanding Sections 1.11, 17.1, and 17.2, the receiving party may disclose Confidential Information, including the existence and terms of this Agreement, (i) to its own attorneys, accountants, tax advisors, financial advisors, insurers, lenders, and other professional advisors who have a need to know and are bound by professional or contractual confidentiality duties; (ii) to a government agency, regulator, law-enforcement authority, court, arbitrator, or other tribunal, where required by law, regulation, subpoena, or legal or regulatory process, or in connection with a good-faith report to or inquiry from such an authority; (iii) to a payment processor, bank, or card network as reasonably required to process, fund, dispute, or document payments; and (iv) as otherwise required by applicable law. The receiving party will, where lawful and reasonably practicable, limit any compelled disclosure to what is required and give the disclosing party reasonable advance notice and an opportunity to seek protective treatment, except that no notice is required for routine disclosures to the receiving party's own advisors or processors under clauses (i) and (iii). This Section does not authorize disclosure of Agency Background IP or Agency trade secrets beyond what is strictly required, and does not waive the protections of Section 17.1.

17.2A Survival. Confidentiality obligations survive termination for three (3) years, and indefinitely as to trade secrets for as long as they remain trade secrets.

17.3 Non-Solicit / Non-Circumvention. During the Agreement and for two (2) years after termination, Client will not, directly or indirectly, solicit, recruit, hire, engage, or encourage to leave any Agency employee, contractor, or vendor, nor solicit or circumvent any Agency subcontractor, vendor, data provider, or supplier relationship disclosed to Client during the engagement. Client will not use Agency's disclosed vendor, tool, or supplier relationships to replicate, reproduce, or procure directly the services Agency provides in a manner designed to circumvent Agency. If a court finds the duration or scope unreasonable, it shall be reduced to the maximum enforceable period and scope and enforced as reduced.

17.4 Publicity. Agency may use anonymized, de-identified, and aggregated performance data, screenshots, and work examples that do not identify Client without restriction and notwithstanding any opt-out; the opt-out in this Section applies only to use that identifies Client by name or logo. A Client opt-out applies prospectively only and does not require Agency to remove materials already published; Agency will cease new identified publication within a reasonable time. Agency may identify Client as a customer and reference the engagement to prospective clients and references. Agency's rights under this Section as to anonymized and aggregated data survive termination.

17.5 Non-Disparagement Covenant (False Statements of Fact). Client, and Client's owners, officers, directors, members, managers, employees, and agents in each case acting on Client's behalf or at Client's direction, will not make, publish, post, repost, amplify, or cause or induce any other person to make or publish, any false or defamatory statement of fact, or any statement of fact rendered materially misleading by the omission or distortion of fact, concerning Agency, its owners, personnel, contractors, vendors, services, work product, Deliverables, methods, billing, performance, or this Agreement, on any review, rating, search, map, directory, social-media, messaging, video, or comment platform, or to any customer, prospective customer, vendor, partner, lender, processor, platform, press or media outlet, or other third party. This covenant reaches only false or defamatory statements of fact and statements of fact rendered materially misleading as described above; it does not reach, and may not be construed to reach, any opinion or truthful statement; and it is subject in all respects to Section 17.10.

17.6 Removal and Retraction Duty. If Agency gives Client written notice identifying a specific statement that Agency in good faith asserts violates Section 17.5 and stating the basis for that assertion, Client will, within five (5) business days of the notice, remove, delete, retract, or correct the statement, and use commercially reasonable efforts to cause its removal from any platform or republication within Client's control or influence, in each case to the extent Client has the ability to do so. Failure to act within that period is a separate and additional breach of this Agreement. Compliance with this Section 17.6 does not, by itself, waive or limit any other remedy available to Agency for the original statement. This Section does not require removal or correction of any statement protected under Section 17.10.

17.7 Irreparable Harm; Injunctive and Equitable Relief. Client acknowledges and agrees that a breach of Section 17.5 would cause Agency immediate and irreparable harm to its reputation, goodwill, client relationships, and ongoing business for which monetary damages would be difficult to calculate and would be an inadequate remedy. Accordingly, Agency is entitled to seek temporary, preliminary, and permanent injunctive and other equitable relief, including an order requiring removal, retraction, or correction of the offending statement, in addition to all other remedies available at law or in equity. To the fullest extent permitted by law and subject to the court's discretion, Client agrees that Agency need not prove actual damages or post a bond or other security to obtain such relief. This Section 17.7 does not authorize, and may not be construed to authorize, any prior restraint on, or any injunction against, statements protected under Section 17.10.

17.8 Monetary Remedies (Maximum Allowed by Law). For a breach of Section 17.5 or Section 17.6, Agency may pursue the maximum monetary recovery allowed by law, including actual and compensatory damages; statutory damages where available; and, to the extent recoverable under applicable law, consequential damages and lost business attributable to the breach. The parties intend no fixed or liquidated sum for breach of this covenant; recovery is whatever applicable law permits Agency to prove and obtain. The limitations of liability and the bar on certain categories of damages in Section 22 apply to Agency's liability only and do not limit, cap, or reduce amounts recoverable from Client under this Section, consistent with Section 22.6.

17.9 Enforcement Costs; Material Breach. A breach of Section 17.5 or Section 17.6 is a material breach of this Agreement and causes Client to lose Good Standing. In addition to the remedies in Sections 17.7 and 17.8, Client will pay Agency's reasonable attorneys' fees and costs of enforcement as provided in Section 26, and Agency may pursue injunctive relief and protection of its reputation and goodwill as permitted by Section 24, including its carve-out allowing Agency to seek injunctive relief and protection of Agency IP, reputation, and goodwill without first completing the notice, cure, or escalation steps of Section 24. Venue and governing law for any such action are as stated in Section 28.

17.10 Protected Speech; Carve-Outs. Sections 17.5 through 17.9 reach only false or defamatory statements of fact and statements of fact rendered materially misleading as described in Section 17.5, and do not restrict, prohibit, penalize, or create any remedy with respect to, and Client expressly retains the right to make: (a) truthful statements and statements that are substantially true; (b) statements of honest opinion, including a good-faith review, rating, or commentary based on Client's actual experience with Agency; (c) any report, complaint, disclosure, inquiry, or communication to a government agency, regulator, law-enforcement body, licensing board, attorney general, the Federal Trade Commission, the Better Business Bureau, a court, an arbitrator, or any self-regulatory organization; (d) testimony, statements, or disclosures required, compelled, or protected by law, subpoena, or legal process; (e) statements made in connection with asserting or defending a legal claim or in any legal, regulatory, or arbitral proceeding; and (f) confidential communications with Client's own legal, accounting, financial, or insurance advisors. Nothing in this Agreement may be read or enforced to prohibit, restrain, or impose liability for any communication or activity protected by the First Amendment to the United States Constitution, by Article I, Section 11 of the Ohio Constitution, by Ohio's Uniform Public Expression Protection Act (R.C. Chapter 2747), or by any other applicable law protecting speech or petition; and to the extent any portion of Sections 17.5 through 17.9 would otherwise be read to reach such protected communication or activity, that portion is limited and, if necessary, severed under Section 31 so that the remainder is enforced to the fullest extent permitted by law. This Section 17.10 controls over any contrary or broader reading of Sections 17.5 through 17.9.

17.11 Good-Faith Assertion. Agency will assert this Section 17 in good faith and only as to statements Agency reasonably believes to be false or defamatory statements of fact, or statements of fact rendered materially misleading as described in Section 17.5. Agency's good-faith identification of a statement under Section 17.6 is not an admission, and Client's removal or correction of a statement under Section 17.6 is not an admission by either party.

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18. Independent Contractor; Subcontractors; Vendors

18.1 Agency is an independent contractor and may use employees, contractors, subcontractors, vendors, and Third-Party Platforms to deliver services.

18.2 Agency is responsible for directing its personnel. Client is not hiring Agency personnel and has no right to supervise Agency's internal methods.

18.3 Agency is not liable for any act, omission, outage, data loss, policy change, price change, suspension, or failure of any Third-Party Platform, vendor, or subcontractor, including Agency's selection of any vendor, and Client's sole recourse for such matters is against the third party.

18.4 IC / Joint-Employer Waiver; Indemnity. Client waives, and will indemnify the Agency Protected Parties under Section 20.1 against, any claim that any Agency Protected Party is or was Client's employee, joint employer, or co-employer, and any worker-classification, employment-tax, benefits, or workers'-compensation claim arising from the relationship.

18.5 Subcontractor Discretion. Agency may engage, substitute, or remove subcontractors, vendors, AI tools, and providers in its discretion without notice to or consent of Client, provided Agency remains responsible for the standardized service result under Section 2.4.

18.6 Vendor TOS. Third-party vendor terms of service bind Client where Client uses or benefits from the vendor service; Agency is not responsible for vendor terms of service, changes, or pricing.

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19. Service Level Commitments; Exclusive Remedies

19.1 Service level commitments, if any, are stated only in the SOW or a Service Level Commitments exhibit. The PPC 7-Day refund mechanism is stated only in an incorporated Exhibit D and is not a Service Level Commitment or Exhibit C service credit.

19.2 Service level commitments are not outcome guarantees.

19.3 Client's sole remedies for missed service level commitments are the non-cash remedies expressly stated in the SOW or Service Level Commitments exhibit, such as correction, re-performance, make-good work, escalation, or prospective termination where expressly allowed.

19.4 Except for a service credit expressly available under an executed Exhibit C, service level commitments do not create any right to refund, offset, chargeback, damages, reimbursement, recoupment, or withholding. Any Performance Assurance credit is a non-cash, prospective service credit only and is Client's sole and exclusive remedy for the specific missed Performance Assurance commitment.

19.5 Performance Assurance credits, if any, are subject to all eligibility, measurement, claim, exclusion, cap, expiration, and forfeiture rules stated in Exhibit C. No credit is self-executing. Client may not deduct, offset, charge back, withhold, or recoup any amount unless Agency confirms the credit in writing.

19.6 Termination/Scope/Stacking Limits. Any prospective-termination remedy, where expressly allowed, terminates future obligations only, is not retroactive, is not an admission of breach, and does not excuse, refund, offset, or reduce any Service Fee already charged or due, including the final full monthly Service Fee under Section 23. Non-cash correction, re-performance, and make-good are Agency's to schedule within a commercially reasonable period; Client may not seek specific performance, mandatory injunction, or court-ordered re-performance to compel a different scope, method, or timeline. A make-good or re-performance remedy for a given miss does not stack with, and is reduced by, any Performance Assurance credit approved for the same underlying miss; Client receives only the single greater remedy.

19.7 Failure-of-Essential-Purpose Bridge. If any non-cash, limited, or exclusive remedy in this Agreement (including in Sections 10, 11, 12, 13, 14, 15, 19, Exhibit A, or Exhibit C) is found to fail of its essential purpose, the limitations, exclusions, no-refund bar, and liability cap in Sections 21 and 22 nonetheless survive and apply with full force, and Client's recovery remains capped and non-restitutionary as provided there. This bridge does not reduce the exact contractual fee returns independently authorized by §3.16A or Exhibit D when their stated conditions are met.

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20. Indemnification

20.1 Client Indemnity. Client will defend, indemnify, and hold harmless the Agency Protected Parties from and against any claim, demand, proceeding, loss, liability, penalty, fine, cost, and expense (including reasonable attorneys' fees) arising out of, related to, or in connection with: Client's breach of this Agreement; Client's business, products, services, offers, claims, pricing, guarantees, credentials, and data; Client's content, including reviews, testimonials, social proof, and before-and-after materials; Client's disparagement, defamation, or knowingly false statements about Agency or any Agency Protected Party (including breach of Section 17.5); Client's Chargebacks, payment disputes, or improper regulatory or platform complaints; claims by Client's own employees, contractors, agents, or customers; any Third-Party Platform action, suspension, disapproval, or penalty arising from Client content, claims, offers, or compliance failures; Client's failure to obtain required permissions or consents; Client's violation of law or platform rules; and Client's misuse of the Services. Agency may select counsel and control the defense; Client may not settle in a manner that admits fault, imposes any obligation on, or affects any right of an Agency Protected Party without Agency's prior written consent. This indemnity is in addition to, and is not limited or reduced by, the liability cap or exclusions in Section 22, which limit Agency's outbound liability only and do not limit Client's indemnity obligations.

20.2 Agency IP-Infringement Defense; Narrow. Subject to Section 22 and the conditions below, if a third party claims that a final Deliverable Agency created specifically for Client and used as authorized in the SOW infringes that third party's United States intellectual-property rights, Agency will, at its option, defend, settle, or indemnify Client against that claim, and may in its discretion procure a license, modify, or replace the affected Deliverable; if none of those is commercially reasonable, Agency may terminate the affected Deliverable or SOW prospectively with no further liability. Agency's total obligation under this Section is subject to the Section 22.1 liability cap and the Section 22 exclusions. As conditions precedent, Client must (i) give Agency prompt written notice and in no event later than ten (10) business days after learning of the claim, (ii) grant Agency sole control of the defense and settlement, (iii) cooperate fully, and (iv) not admit, settle, or compromise the claim without Agency's prior written consent; non-compliance voids Agency's obligation to the extent Agency is prejudiced. This Section does not apply to, and Agency has no obligation for, any claim arising from (a) Client content, instructions, or Client-furnished or Client-selected materials; (b) third-party materials, Platform components, open-source components, or AI-generated content Client directed or approved; (c) combination of a Deliverable with materials, software, or processes not supplied by Agency; (d) Client's continued use after Agency notifies Client to cease; (e) use outside the scope, field, territory, or manner authorized in the SOW; or (f) modifications not made by Agency. The remedies in this Section are Client's sole and exclusive remedy, and Agency's entire liability, for any claim of intellectual-property infringement.

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21. Warranties And Disclaimers

21.1 Performance Standard; Sole Remedy. Agency will perform the Services in a professional and commercially reasonable manner. This is the sole performance warranty made by Agency. Client's sole and exclusive remedy, and Agency's sole obligation, for any alleged failure to meet this standard or to meet any service level is the non-cash re-performance and make-good remedy set forth in Section 19 and Exhibit A. A breach or alleged breach of this Section 21.1 does not give rise to, and shall not be construed to create, any claim for damages, refund, or other monetary relief outside of, or in excess of, the limitations in Section 22, and in all events remains subject to the liability cap, damage exclusions, and other limitations in Section 22.

21.2 Except as expressly stated in this Agreement, Agency disclaims all warranties, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranty arising from course of dealing or usage of trade.

21.3 Client acknowledges that marketing and platform-dependent services involve risk and variable outcomes.

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22. Limitation Of Liability

22.1 Liability Cap. Agency's total aggregate liability arising out of or relating to this Agreement, any SOW, or the Services shall not exceed the LESSER of (a) the Service Fees actually paid by Client to Agency during the thirty (30) days immediately preceding the event giving rise to the claim, or (b) twenty percent (20%) of the Service Fees actually paid by Client to Agency under the applicable SOW. The exact §3.16A and Exhibit D fee returns are contractual billing adjustments rather than liability and are not reduced by this cap, but remain subject to their own stated eligibility, allocation, and aggregate caps.

22.2 Excluded Amounts. Client-Paid Channel Inputs, Platform Usage Fees, ad spend, media spend, third-party pass-through costs, and any amounts not retained by Agency as Service Fees are excluded from, and shall not be included in, the calculation of the cap base under Section 22.1.

22.3 Excluded Damages. In no event shall Agency be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any lost profits, lost revenue, lost goodwill, lost data, lost rankings, lost leads, lost sales, or lost or wasted ad spend, or for any platform suspension, account suspension, or business interruption, even if Agency has been advised of, or knew or should have known of, the possibility of such damages.

22.4 No Restitutionary Recovery. Subject to Section 22.9 and except for an exact contractual fee return expressly authorized by §3.16A or Exhibit D, in no event shall Agency be liable under any theory of refund, repayment, disgorgement, offset, recoupment, or clawback of any Service Fees or other amounts paid.

22.5 Application to All Theories. Subject to Section 22.9, the limitations, exclusions, and waivers in this Section 22 apply to all claims and theories of liability, whether based in contract, tort, negligence, gross negligence, recklessness, strict liability, warranty, restitution, misrepresentation, or statute, to the fullest extent permitted by applicable law.

22.6 No Limit on Client's Obligations. Nothing in this Section 22 limits, reduces, or caps Client's obligations to Agency, including Client's obligations to pay Service Fees, chargeback amounts, liquidated damages, interest, collection costs, or attorneys' fees, all of which remain fully enforceable without regard to the cap.

22.7 Contractual Limitations Period. Notwithstanding any longer statutory period (including the period under Ohio Revised Code § 2305.06), any claim, demand, or action against any Agency Protected Party arising out of or relating to this Agreement, any SOW, or the Services must be commenced within TWELVE (12) MONTHS after the cause of action accrues. Any such claim, demand, or action not commenced within that twelve (12) month period is permanently and forever barred and waived. The Parties agree this period is reasonable given their commercial and arm's-length relationship. Where applicable law prohibits enforcement of this shortened period as to a particular claim, the shortest limitations period permitted by law for that claim shall apply in lieu of the statutory period, and the remainder of this Section 22.7 shall remain in full force.

22.8 Personal Shield; Third-Party Beneficiaries. Subject to Section 22.9, the entire liability cap, all damage exclusions and waivers, the restitutionary bar, the contractual limitations period, and all warranty disclaimers in this Agreement extend to and protect all Agency Protected Parties, as defined in Section 1.10 (which includes Agency, its d/b/a brands, and its owners, officers, members, managers, employees, contractors, agents, and vendors), in their individual, personal, and corporate capacities. Each Agency Protected Party is an express third-party beneficiary of this Section 22 and of Section 21, entitled to enforce it directly. Client shall not sue, and waives any right to recover from, any Agency Protected Party individually in any manner that would escape, exceed, or circumvent the limitations applicable to Agency, and the aggregate recovery against all Agency Protected Parties combined shall not exceed the single cap in Section 22.1.

22.9 Sole Carveout; Maximum Permitted Cap. The only matters excepted from the limitations, exclusions, and waivers in this Section 22 are those that applicable Ohio law does not permit to be limited, namely an Agency Protected Party's own willful or intentional misconduct or fraud. All other liability, including liability for ordinary negligence and, to the maximum extent permitted by Ohio law, liability for recklessness and wanton conduct, is fully capped, excluded, and waived as stated in this Section 22. The Parties intend that each limitation in this Section 22 be enforced to the fullest extent permitted by law, that this narrow carveout not be read to imply any broader exception, and that if any limitation is held unenforceable as to a particular matter, it remain fully enforceable as to all other matters and all other parties.

22.10 Survival of Failure of Essential Purpose. The liability cap in Section 22.1 and the damage exclusions and waivers in this Section 22 survive and remain in full force and effect, and shall be given full effect, even if any limited, exclusive, or sole remedy provided in this Agreement (including any make-good, re-performance, or service credit under Section 19 or Exhibit A) is found or held to fail of its essential purpose.

22.11 Counterclaims and Setoff. The cap and all limitations, exclusions, and waivers in this Section 22 apply equally to any counterclaim, cross-claim, setoff, recoupment, or affirmative defense asserted by Client, including where Agency brings an action to collect amounts owed and Client responds with a counterclaim or defense. No Client counterclaim, setoff, or recoupment may exceed the cap in Section 22.1, and no such claim may be used to offset or reduce amounts Client owes Agency beyond the amount of the cap.

22.12 Single Aggregate Cap; Anti-Aggregation. The cap in Section 22.1 is a single, aggregate cap applicable to all claims in the aggregate arising out of or relating to this Agreement, all SOWs, and all of Agency's marketing brands and d/b/a designations, across the entire term and thereafter. Multiple claims, multiple SOWs, multiple brands, or a course of conduct do not multiply, stack, reset, or otherwise increase the cap, which applies once in total.

22.13 Basis of the Bargain; Sophisticated Parties. The Parties are sophisticated commercial entities dealing at arm's length. The limitations, exclusions, allocations of risk, and pricing in this Agreement reflect a negotiated and bargained-for allocation of risk between them and are a material basis of the bargain, without which Agency would not have entered into this Agreement or offered the Service Fees stated. Each limitation in this Section 22 is intended to be, and shall be construed as, severable and independently enforceable to the fullest extent permitted by law, and the unenforceability of any limitation, in whole or in part or as to any party or claim, shall not affect the enforceability of any other.

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23. Term And Termination

23.1 The Agreement is month-to-month unless the SOW or signature page states a different initial term.

23.2 Either party may terminate with 30 days written notice given before the next billing date. Client's notice of termination or cancellation must be given through the Channel of Record (or a billing/legal notice address Agency specifically designates for this purpose) and is effective only upon Agency's recorded receipt on the Channel of Record; the 30-day notice period and the termination effective date are measured from that recorded receipt. A purported cancellation sent through any other channel, person, phone number, inbox, social account, or messaging app is not effective to start the notice period, and Service Fee billing continues in full until valid notice is received under this Section.

23.3 Upon notice of termination, Client remains responsible for the final full monthly Service Fee. There is no proration.

23.4 Termination stops future service obligations only after the effective termination date. Termination does not create refund rights or excuse amounts already charged or due.

23.5 Final-month service includes ordinary plan services and reasonable transition assistance only if Client remains in Good Standing.

23.6 Handoff. After termination and full payment of all amounts due, Agency will provide a reasonable handoff of Client-Owned Assets and Client-Furnished Materials (as defined in Section 9.9) in Agency's possession, and will restore Client's own access to accounts titled in Client's name. Agency may withhold transition assistance, migration, exports, and non-essential handoff work while Client is not in Good Standing.

23.6A Pre-Payment Release of Client-Furnished Materials. As provided in Section 9.9, Agency will, regardless of payment status and within five (5) business days of Client's written request, release or return Client-Furnished Materials — limited to Client's own logo and brand files as delivered, Client's own customer and contact data, and Client's own access credentials to accounts titled in Client's name — and will not assert a lien, hold, or set-off over them to secure payment. This obligation does not extend to Agency Work Product, Agency-created design, code, builds, hosted websites, landing pages, Agency Background IP, Platform components, or Revenue Commander, all of which remain Agency intellectual property and may be taken offline, deactivated, ceased from hosting, or withheld under Sections 3.14, 9, and 16, including on a Client-Owned domain (as "take offline" / "cease serving" is limited in Section 9.9).

23.6B Hosted Website and Separately Scoped Export. Agency-hosted websites, Revenue Commander pages, landing pages, funnels, and related Agency Work Product may be unpublished when service ends. No export or transfer is included merely because Client exits in Good Standing or pays recurring amounts in full. Any export or migration must be separately scoped in a signed written SOW or change order under Section 9.12.

23.7 Exclusions from Handoff. Agency-owned systems, Agency Work Product, Agency-created websites, landing pages, hosted assets, design, code, and builds, Agency Background IP, Platform components, Revenue Commander, templates, workflows, automations, dashboards, prompts, source code, configurations, and internal tools are excluded from handoff, are not Client-Owned Assets, and may be taken offline, deactivated, disabled, or ceased from hosting under Sections 3.14, 9, and 16, including where served on a Client-Owned domain (as "take offline" / "cease serving" is limited in Section 9.9).

23.8 No Obligation to Keep Live. Nothing in this Section requires Agency to leave any website, landing page, or hosted asset live, indexed, or accessible while Client is not in Good Standing, has failed to pay any amount when due, or has filed any Chargeback, regardless of the domain on which the asset is served. Agency's exercise of these rights is enforcement of Agency intellectual property and license terms and is not conversion or wrongful withholding of Client property.

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24. Dispute Resolution; Cure; No Chargebacks

24.1 Before asserting breach, demanding refund, initiating litigation, filing a Chargeback, removing access, or taking public action framed as a service dispute, Client must give Agency written notice describing the specific issue, facts, dates, disputed amount, and requested cure. This notice, and any billing-dispute, cure-demand, or pre-Chargeback notice, must be given through the Channel of Record (or a billing/legal notice address Agency specifically designates) and is effective only upon Agency's recorded receipt; any cure period or response clock runs from that recorded receipt. A notice sent through any other channel does not satisfy this Section or start any clock.

24.2 Agency will have 10 business days to investigate and respond. If the issue can reasonably be cured, Agency must be given a reasonable opportunity to cure.

24.3 Client must participate in good-faith executive escalation before filing suit, except for true unauthorized payment use, duplicate charge, clear billing error, or where emergency injunctive relief is legally required.

24.4 Agency may pursue collections, Chargeback recovery, injunctive relief, or protection of Agency IP, reputation, and goodwill without first completing mediation or further escalation.

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25. Unauthorized Chargebacks And Payment Disputes

25.1 Client agrees not to initiate, threaten, or maintain a Chargeback concerning authorized Service Fees, Platform Usage Fees, or other authorized payments unless Client first follows Section 24.

25.2 Billing-Error Resolution Is the Exclusive Path; No Approved Chargeback. A client-initiated Chargeback is never an approved or permitted remedy for any Service Fee, Platform Usage Fee, or other authorized payment, including in cases of claimed unauthorized payment use, stolen payment credentials, duplicate charge, or clear billing error. Where Client in good faith believes a charge reflects unauthorized payment use, stolen or compromised payment credentials, a duplicate charge, or a clear billing error, Client's sole and exclusive remedy is to notify Agency promptly through the Channel of Record with the specifics of the claimed error; Agency will investigate in good faith and, if it determines the claim is valid, will itself issue the appropriate refund, credit, void, reversal, or billing correction. Nothing in this Section authorizes, normalizes, or creates a right to a client-initiated Chargeback, and the consequences in Sections 1.7, 1.8, 3.11, and 25.3 through 25.6 apply to any client-initiated Chargeback or payment reversal regardless of the reason, basis, or characterization asserted. This Section is limited only by, and does not purport to waive, any non-waivable right under applicable law or payment-card-network rules that Client cannot lawfully be required to forgo, as confirmed by counsel; the existence of any such non-waivable right does not make a Chargeback an approved contractual remedy and does not excuse Client from first using the billing-error notice process in this Section.

25.3 Amounts Due on an Improper Chargeback. If Client initiates a Chargeback in breach of Section 24, Client will owe Agency, for each such Chargeback: (a) the full reversed, disputed, or charged-back amount; (b) all other unpaid Service Fees, Platform Usage Fees, and Client-Paid Channel Inputs then outstanding; (c) all processor, bank, card-network, retrieval, representment, and chargeback fees, assessments, and charges Agency incurs; (d) liquidated damages calculated as follows: for any Chargeback of $500.00 or more, the greater of (i) One Thousand Dollars ($1,000.00) or (ii) fifteen percent (15%) of the disputed or reversed amount; and for any Chargeback of less than $500.00, the greater of (x) fifteen percent (15%) of the disputed or reversed amount or (y) the lesser of $1,000.00 or two times (2×) the disputed or reversed amount; and (e) Agency's reasonable attorneys' fees and costs as provided in Section 26. The liquidated-damages amount in clause (d) is assessed separately and in full for each individual Chargeback Client initiates, as provided in Section 25.5.

Severability and step-down for clause (d): If a court of competent jurisdiction finds the liquidated-damages amount in clause (d) unenforceable as to any Chargeback, the parties intend and agree that (i) the percentage component (15% of the disputed or reversed amount) shall be enforced standing alone as the liquidated-damages amount for that Chargeback; (ii) if the percentage component is also found unenforceable, Agency shall instead recover its actual damages from that Chargeback (including the categories enumerated in Section 25.4) without the cap or limitation a liquidated-damages clause would otherwise impose; and (iii) the unenforceability of clause (d) as to any one Chargeback shall not affect clause (d) as to any other Chargeback or any other amount due under Sections 25.3 through 25.6. Clauses 25.3(a), (b), (c), and (e) are independent of clause (d) and survive its unenforceability.

25.4 Liquidated-Damages Justification. The parties agree that an improper Chargeback causes Agency to incur harm that is real but difficult to calculate precisely at the time of contracting. The principal harm is the diversion of Agency's principal's own time away from revenue-generating consulting and client work that the principal would otherwise be performing and billing. The principal's time has a demonstrable, established market value of not less than Five Hundred Dollars ($500.00) per hour in that revenue-generating work. This figure is the market value of the principal's revenue-generating time that an improper Chargeback displaces, and is not a charge for, or a rate billed for, dispute-response services. When an improper Chargeback is initiated, the principal must stop that billable work in order to investigate and respond to the dispute within strict card-network deadlines, and the consulting and client revenue the principal would otherwise have earned during that displaced time is forgone and lost. The parties agree that the value of the principal's time so diverted is not less than $500.00 per hour of forgone billable revenue, that the principal's irreducible per-Chargeback diversion is not less than two (2) hours, and that this opportunity cost alone — not less than $1,000.00 in forgone billable revenue per Chargeback — equals or exceeds the floor adopted in Section 25.3(d), before any of the additional harms described below. The parties further agree that an improper Chargeback causes Agency additional, separately-real harm, including, without limitation: processor, representment, retrieval, bank, and card-network fees, assessments, and charges; merchant-account, reserve, and processor-standing risk arising from an elevated dispute ratio, including the risk of increased reserves, higher processing rates, and account termination; lost cash flow and the cost of capital during the reversal-and-recovery period; and evidence-preservation, recordkeeping, accounting, and operational-disruption burden on Agency's ongoing service delivery. The parties agree that these harms attach to each Chargeback regardless of its dollar amount, so that a fixed minimum is a genuine pre-estimate of the irreducible per-dispute cost Agency bears even on a small reversal. The parties agree that the $1,000.00 floor in Section 25.3(d) is at or below Agency's true per-dispute harm — the principal's not-less-than two hours of forgone billable revenue at not less than $500.00 per hour approximating that floor by itself, before the fees, risk, lost cash flow, and operational disruption described above are added — and that the floor is therefore a discount to Agency's actual damages rather than a penalty. The liquidated-damages amount in Section 25.3(d) is intended as a reasonable pre-estimate of these difficult-to-measure damages, and not as a penalty. The parties acknowledge that they are sophisticated commercial parties negotiating at arm's length, that actual damages from an improper Chargeback are uncertain and not readily ascertainable at the time of contracting, and that this provision reflects their good-faith effort to fix reasonable compensation in advance.

25.5 Each Chargeback Is a Separate Breach. Each individual Chargeback, dispute, or reversal Client initiates is a separate and independent breach of this Agreement, and each carries its own separate liquidated-damages amount and its own separate recovery of the amounts described in Section 25.3. If Client initiates more than one Chargeback — whether as to the same invoice, different invoices, the same payment, or different payments, and whether filed together or at different times — the amounts owed under Section 25.3, including the liquidated damages under Section 25.3(d), accrue and stack on a per-Chargeback basis and are cumulative. By way of example and not limitation, three (3) separate Chargebacks give rise to three (3) separate liquidated-damages amounts, each calculated under Section 25.3(d). No Chargeback is excused, discounted, or absorbed by any other Chargeback.

25.6 Goodwill-Refund Rescission; No Double Recovery; Netting. Any refund, credit, discount, concession, or other goodwill accommodation Agency extends to Client (a "Goodwill Concession") is extended solely as a courtesy in reliance on Client's continued performance and Good Standing. The parties agree that a Goodwill Concession is conditional and unearned, and that Client's retention of it would be unjust enrichment, if Client thereafter (a) initiates any Chargeback as to the same payment, invoice, or amount to which the Goodwill Concession relates, or (b) initiates any other Chargeback or falls out of Good Standing as to amounts to which the Goodwill Concession relates. Upon any such event, the Goodwill Concession is automatically rescinded and its full amount becomes immediately due and re-owed to Agency. In all events, Client may not recover, retain, or be credited with both a Goodwill Concession and a Chargeback as to the same payment or amount: any Chargeback amount, and any amount Agency would otherwise owe or credit to Client, is reduced (netted) by all Goodwill Concessions already issued on or relating to the same payment, invoice, or amount, so that Client never receives a double recovery. If Client both receives a Goodwill Concession and charges back the same payment without netting, the un-netted portion is an overpayment to Client that is immediately due and recoverable by Agency, in addition to all amounts owed under Sections 25.3 through 25.5.

25.7 Proof of Refund or Credit Issuance. Where Agency issues a refund, credit, void, reversal, or billing correction, Agency's processor ledger, refund or credit transaction ID, credit memo, or payment-provider (including Stripe or successor processor) confirmation is conclusive evidence that the refund or credit was issued by Agency. Once Agency has issued the refund or credit and, on request, furnished the corresponding reference or confirmation through the Channel of Record, Agency has fully performed as to issuance and has no obligation to repeatedly re-verify or otherwise re-confirm receipt. Any post-issuance settlement, posting, or funding delay, rejection, or handling by Client's bank, card issuer, or the card network is outside Agency's control and is not an Agency failure, breach, or non-payment, and does not entitle Client to any reissuance, additional refund or credit, Chargeback, offset, withholding, or service pause.

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26. Attorneys' Fees, Collection Costs, And Prevailing Party

26.1 Enforcement and Collection Costs. Client will pay Agency's reasonable attorneys' fees, collection costs, court costs, arbitration costs, mediator fees, filing fees, expert fees, and other enforcement expenses incurred in connection with: collecting unpaid Service Fees, Platform Usage Fees, Client-Paid Channel Inputs, Chargeback amounts, liquidated damages, or other amounts owed; recovering reversed, disputed, or charged-back payments; enforcing payment, Chargeback, confidentiality, intellectual-property, access, false-statement, or indemnity obligations; or responding to claims, disputes, proceedings, complaints, or platform actions caused by Client's breach.

26.2 Prevailing Party. In any action, proceeding, arbitration, or appeal arising out of or relating to this Agreement, or to enforce, collect under, or defend this Agreement, the prevailing party is entitled to recover from the non-prevailing party all of its reasonable attorneys' fees and all reasonable costs and expenses incurred, including pre-suit, trial, appellate, post-judgment, and collection-of-judgment fees and costs. The parties intend this Section 26.2 to be a genuinely bilateral, reciprocal fee-shifting entitlement enforceable under Ohio law. Agency is deemed the prevailing party if it obtains any recovery of amounts owed, or any judgment, award, or order substantially in its favor, or if Client's claim is dismissed, withdrawn, or resolved without Client obtaining the relief sought. If a court of competent jurisdiction holds the "deemed prevailing party" definition in this Section unenforceable, overreaching, or unconscionable, that definition shall be severed and the remainder of this Section 26.2 shall remain in full force, with the prevailing party determined by the court under Ohio law, and the prevailing party shall remain entitled to all reasonable attorneys' fees and costs as provided herein.

26.3 Recovery on Chargebacks and Improper Disputes. Without limiting Sections 26.1 or 26.2, where Agency is required to respond to, defend against, or pursue recovery of any Chargeback or payment dispute, Agency is entitled to recover all reasonable attorneys' fees, costs, and the fees and expenses described in Section 25, whether or not litigation is commenced and regardless of which party first initiates a proceeding.

26.4 Nature of Agreement; Statutory Acknowledgment. The parties acknowledge and agree that this Agreement is an arm's-length, business-to-business commercial contract for the provision of marketing, advertising, technology, and related professional services between sophisticated business parties. It is not a consumer transaction, is not a consumer-sales contract subject to R.C. Chapter 1345, and is not a contract of indebtedness, loan, or extension of credit within the meaning of R.C. 1319.02. The fee, cost, and prevailing-party entitlements in this Section 26 and elsewhere in this Agreement arise from the provision and enforcement of services — including any action to collect unpaid Service Fees, which the parties agree is enforcement of a services contract and not an action on an obligation of indebtedness, loan, or extension of credit — and the parties intend that they be given full effect under Ohio law.

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27. Force Majeure

Neither party is liable for failure or delay in performing its non-payment obligations to the extent caused by an event beyond its reasonable control (a "Force Majeure event"). No Force Majeure event excuses, suspends, reduces, or delays any payment obligation of Client, including Service Fees, Platform Usage Fees, Client-Paid Channel Inputs, Chargeback amounts, liquidated damages, interest, or any other amount owed. The affected party will give prompt written notice and use commercially reasonable efforts to mitigate and resume performance. A Force Majeure event affecting Agency pauses affected timelines and service obligations but does not pause, reduce, or credit Service Fee billing. If a Force Majeure event affecting Agency's performance continues more than thirty (30) days, Agency may suspend or terminate the affected Services without liability, and such termination creates no refund right. Any "payment processor disruption" or "platform policy change" operates only as an excuse for Agency's performance and never as an excuse for Client's payment.

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28. Governing Law; Venue; Personal Jurisdiction; Jury Waiver

28.1 Governing Law. Ohio law governs this Agreement without regard to conflict-of-law rules.

28.2 Exclusive and Irrevocable Venue. Venue lies exclusively and irrevocably in the state or federal courts located in or serving Clermont County or Hamilton County, Ohio, for any action, proceeding, claim, or dispute arising out of or relating to this Agreement.

28.3 Consent to Personal Jurisdiction and Waiver of Forum Objections. Client irrevocably consents and submits to the personal jurisdiction of the state and federal courts located in or serving Clermont County or Hamilton County, Ohio. To the fullest extent permitted by law, Client irrevocably waives any objection, now or later, to such venue or jurisdiction, including any defense or objection based on lack of personal jurisdiction, improper venue, inconvenient forum, forum non conveniens, or any right to transfer, remove, or change venue away from Clermont County or Hamilton County, Ohio.

28.4 Cost-Shifting for Improper Filing. If Client commences, files, or maintains any action, proceeding, claim, counterclaim, or motion arising out of or relating to this Agreement in any forum other than the state or federal courts located in or serving Clermont County or Hamilton County, Ohio, Client will pay Agency's reasonable attorneys' fees, costs, and expenses incurred in obtaining the dismissal, stay, transfer, or removal of that matter to the agreed forum, in addition to any other remedy available under this Agreement. If the cost-shift in this Section 28.4 is held unenforceable, the exclusive and irrevocable forum selection and consent to jurisdiction in Sections 28.2 and 28.3 survive unimpaired.

28.5 Jury Waiver. To the fullest extent permitted by law, the parties waive trial by jury in any action, proceeding, or counterclaim arising out of or relating to this Agreement.

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29. Electronic Signatures And Records

The parties agree that electronic signatures, electronic initials, electronic records, signed PDFs, audit trails, certificates, event logs, payment records, hashes, and associated metadata may be used and retained as evidence of the Agreement. The signed PDF and signing audit trail are the authoritative client agreement record. Client consents to transact electronically under the Ohio Uniform Electronic Transactions Act (R.C. Chapter 1306) and the federal E-SIGN Act, and waives any right to receive a paper original or to require a handwritten signature. Client will not contest, and waives any defense to, the validity, formation, authenticity, or enforceability of this Agreement on the ground that it was executed, accepted, or delivered electronically, by Stripe Checkout, by signing-platform acceptance, or by click-acceptance. The signed PDF, the signing audit trail and certificate, and the IP address, timestamp, device, authentication, and payment-authorization records are admissible and, absent clear proof of fraud, constitute conclusive evidence of Client's assent, identity, and the terms agreed. Acceptance at checkout, the credit-card authorization, and the signed Agreement together constitute a single integrated assent to this Agreement. This Agreement may be executed in counterparts, each of which is an original and all of which together are one instrument.

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30. General

30.1 Notices. Notices must be in writing and given by confirmed email to the signer's designated email and to Agency's address of record, by signing-platform notice, or by certified mail. Email notice is deemed received on transmission absent a bounce; certified mail on delivery or refusal. Each party will keep its notice contacts current.

30.2 Assignment. Client may not assign, delegate, or transfer this Agreement or any right or obligation, by operation of law or otherwise, without Agency's prior written consent, and any purported assignment without consent is void. Agency may assign, delegate, subcontract, or transfer this Agreement or any rights or obligations, in whole or part, to any affiliate, successor, d/b/a brand, or acquirer, or for financing, without Client consent. This Agreement binds and benefits the parties' permitted successors and assigns.

30.3 Waiver. No waiver is effective unless in a signed writing. Agency's delay, forbearance, partial enforcement, or extension of any accommodation, goodwill, or cure period is not a waiver of any right, including the right to suspend, accelerate, terminate, take down Agency Work Product, or recover under Sections 25 and 26.

30.4 Entire Agreement; No Reliance. (a) This Agreement, the SOW, any executed Exhibit C, and any incorporated Exhibit D are the entire agreement and supersede all prior or contemporaneous statements. Client represents that in entering this Agreement it has not relied on any representation, promise, guarantee, projection, forecast, sample result, or statement (including any made in any sales call, proposal, website, email, chat, text, or slide deck) not expressly stated in this signed Agreement, and waives any claim (including fraudulent inducement, negligent misrepresentation, or promissory estoppel) based on any such extrinsic statement, to the fullest extent permitted by law. (b) The only Performance Assurance service-credit commitments of any kind are those, if any, expressly elected in an executed Exhibit C; Exhibit C is the sole guarantee instrument. An incorporated Exhibit D creates only its exact one-time PPC management-fee refund right, not a guaranteed lead target, opportunity floor, CPL ceiling, or business result. No other guarantee, performance commitment, lead target, opportunity floor, CPL ceiling, or result exists or is created by this Agreement, any SOW, any marketing material, or any statement.

30.5 Survival. The following survive termination or expiration: Section 1 (as applicable), Sections 16 and 9 (ownership/IP/takedown), Section 17 (confidentiality, non-solicit, publicity, non-disparagement), Section 19 (exclusive remedies), Section 20 (indemnity), Sections 21–22 (limitation of liability), Section 23 (handoff/fees owed), Sections 24–26 (dispute, chargeback, fee-shift), Section 27, Section 28 (venue), Section 29, Section 30, and Section 31, and any accrued payment obligation.

30.6 No Third-Party Beneficiaries. There are no third-party beneficiaries of this Agreement except the Agency Protected Parties, who may enforce the provisions that benefit them.

30.7 Cumulative Remedies. All Agency remedies under this Agreement are cumulative and not exclusive of any other remedy at law or in equity.

30.8 Headings. Headings are for convenience only and do not affect interpretation.

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31. Severability And Maximum Enforceability

Each provision of this Agreement is intended to be severable. If any term, clause, sentence, dollar amount, percentage, or provision of this Agreement — including any liquidated-damages amount, fee, acceleration provision, takedown or de-index right, prevailing-party or fee-shifting entitlement, or venue, jurisdiction, or jury-waiver provision — is held by a court or tribunal of competent jurisdiction to be invalid, void, unenforceable, overreaching, unconscionable, or a penalty, then: (a) that term shall be modified and reduced to the minimum extent necessary to make it valid and enforceable, and as so modified shall be enforced to the maximum extent permitted by law; (b) if it cannot be so modified, it shall be severed and the remainder of this Agreement, including every other provision and every other application of the same provision, shall remain in full force and effect; and (c) where a specific provision contains its own step-down, fallback, or savings language (including Sections 3.11, 9.10, 25.3, 26.2, and 28.4), that specific language controls and operates in addition to this Section. The parties intend that no single invalid term defeats the remaining bargained-for protections, and that each protection be enforced in its maximum lawful form.

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(Exhibit A — Service Level Commitments, Exhibit C — self-adjusting Performance Assurance, the Signature Page, and the Signature-Page Acknowledgments (including the Term, Setup-Fee, Money-Back, and Dormant Account Election block and the Performance Assurance Election) follow below in this same master file. The tenant-matched Exhibit B Schedule of Work is appended as the incorporated brand schedule at the end. This §1–§31 legal core is byte-identical across all four brands; only the Paving Marketers token and the attached Exhibit B differ.)

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EXHIBIT A — SERVICE LEVEL COMMITMENTS

Byte-identical across all four brands.

A1. Purpose And Limits

These Service Level Commitments ("SLCs") describe Agency's operational commitments for Services 3.0. They are not guarantees of leads, rankings, booked jobs, revenue, ROAS, CPL, platform approvals, deliverability, AI visibility, or any other business outcome except only for limited Performance Assurance service-credit commitments expressly stated in Exhibit C, if applicable.

A2. Activation Targets

Activation targets begin only after Client signs the Agreement, pays required initial amounts, completes onboarding, provides required access, and funds required Client-Paid Channel Inputs and Platform Usage Fees.

A3. Delay Rules

Client delays, missing information, missing approvals, missing credentials, failed verification, account reviews, platform restrictions, unfunded Client-Paid Channel Inputs, unpaid Platform Usage Fees, vendor delays, or Third-Party Platform issues pause affected SLCs. Service Fee billing continues during those delays.

Delay triggers under this Section expressly include Client's failure to provide any Onboarding Input by its Access Deadline (§1, §5.11), Client's failure to respond within the §7.8 response window, and Client-initiated changes to access, identifiers, routing, DNS, or configuration after Agency setup or testing (§6.9). On any such trigger the affected activation targets and SLCs pause and extend under §5.13(b), and Service Fee billing continues under §5.13(a). Repeated or prolonged triggers permit re-sequencing and deferral of dependent work at Agency's discretion.

A3.1. No SLC Credit For Client-Caused Miss

No Service Level Commitment, activation target, or make-good under this Exhibit A is owed, and no §19 remedy arises, for any target or item to the extent it is missed because of a Client-caused delay or a failure described in §5.11, §5.13, §6.9, or §7.8. Such a miss is excluded from the SLC and from any make-good obligation to the extent the miss was caused by the Client-caused delay or failure; this Section does not waive or reduce any make-good otherwise owed under A5 for a miss not caused by Client.

A4. Exclusive SLC Remedies

If Agency materially misses an applicable SLC for reasons within Agency's reasonable control, Client's sole remedy is non-cash corrective work, re-performance, escalation, make-good work, or prospective termination only where expressly allowed by Agency in writing. SLC issues do not create refund rights, credits, offsets, Chargeback rights, damages, or withholding rights.

A5. Monthly Service Make-Good

If a recurring monthly service item expressly included in the SOW is materially missed for reasons within Agency's reasonable control, Agency may cure by completing the missed item, substituting reasonably equivalent work, or adding reasonable make-good work during the same or following monthly cycle. Make-good work does not expand the scope, create a refund, or carry forward indefinitely.

A6. Support And Response

Agency will use commercially reasonable efforts to respond to ordinary support requests during business hours. Emergency requests, account suspensions, platform reviews, payment failures, legal issues, and third-party outages may require longer response times and are subject to vendor availability and Client cooperation.

A7. Reporting Data

Reporting depends on connected accounts, tracking configuration, third-party data, attribution windows, call tracking, UTM integrity, platform APIs, and Client's sales process. Reporting errors, attribution gaps, duplicate leads, spam leads, tracking loss, dashboard lag, or AI summary errors are subject only to correction, clarification, or reissue.

A8. Exit Handoff

After termination and full payment of all amounts due, Agency will use commercially reasonable efforts to provide a reasonable handoff of Client-Owned Assets in Agency's possession. Handoff does not include Agency Background IP, Revenue Commander snapshots, automations, workflows, templates, prompts, dashboards, proprietary systems, third-party licenses, or vendor components.

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EXHIBIT C — PERFORMANCE ASSURANCE SERVICE CREDIT ADDENDUM

Byte-identical across all four brands. Self-adjusting floor.

C1. Purpose And Limited Exception

This Performance Assurance Service Credit Addendum ("Performance Assurance Addendum") is part of the Agreement only if expressly selected on the signature page, Agreement Summary, a signed SOW, or this Exhibit C. This Addendum creates a narrow exception to the Agreement's general no-guarantee provisions. It does not create any guarantee of revenue, profit, rankings, booked jobs, sales, close rate, appointment rate, ROAS, lead quality, lead volume in any fixed amount, platform approval, platform placement, or Client operational performance. The only performance commitment created by this Addendum is the standardized, self-adjusting Qualified Tracked Opportunity floor defined in C6, where expressly elected, and only as a non-cash prospective service credit.

C2. Eligible Plans

Performance Assurance is available only for the Growth and Elite tiers, and only if expressly selected on the signature page, Agreement Summary, or a signed SOW that states the required minimum monthly ad spend and the ramp period. The Foundations and Starter tiers are not eligible for Performance Assurance and have no default Performance Assurance, unless Client and Agency execute a separate written custom Performance Assurance addendum with non-standard terms approved by Agency management. The default and primary measurement standard for Growth and Elite is the Qualified Tracked Opportunity floor, which is a standardized, self-adjusting standard defined in C6 and is the same for every electing Client; it is keyed to the Client's own account performance and is not a fixed or per-Client negotiated number. A Paid CPL ceiling is an optional add-on only and applies only if separately selected and only as provided in C6. If Performance Assurance is not expressly selected and the required minimum ad spend and ramp are not stated and signed by Agency, no Performance Assurance applies. No fixed or published floor number is required or used; there is no per-Client or per-brand floor figure. Multi-location, seasonal, bridge-period, launch-rebuild, LSA-delay, cold-email-only, direct-mail-only, SEO-only, limited-budget, or non-standard accounts require separate written Performance Assurance terms signed by Agency.

C3. Definitions

Agency Management Fee means the recurring monthly Service Fee paid to Agency for management services. It excludes setup fees, activation fees, ad spend, LSA spend, lead marketplace spend, direct mail, print, postage, list costs, cold-email domains, mailboxes, data, verification, warmup, software, Platform Usage Fees, SMS, email, phone numbers, usage-based tool costs, taxes, payment-processing fees, vendor fees, pass-through costs, and third-party costs.

Client-Controlled Factors means phone answering, speed to lead, scheduling, estimating, dispatch, sales process, pricing, service capacity, technician behavior, inventory, close rate, customer experience, revenue, margin, job completion, and any other Client-side factor outside Agency's control.

Eligible Measurement Month means a full calendar month after the applicable ramp period in which Client satisfied every eligibility condition in this Addendum.

Eligible Funded Paid Media Spend means, for a given month, the Agency-approved paid media spend for the included paid channels that Client actually funded and that ran for the full month, as recorded in the Source of Truth. It excludes organic, direct, referral, GBP-only, untracked, unfunded, partial-month, paused, suspended, disputed, or non-included-channel spend unless Agency approves inclusion in writing.

Qualified Tracked Opportunity means a unique, trackable call, form submission, message, or lead record that: (a) came through Agency-approved tracking, forms, CRM, source tagging, or reporting; (b) identifies a real person or business; (c) is located in or about Client's approved service area; (d) concerns a service Client actually offers and has not excluded; and (e) is not excluded under this Addendum.

Paid CPL means Agency-approved paid media spend for included paid channels divided by Agency-validated paid primary conversions or Qualified Tracked Opportunities, as specified in this signed Agreement. Paid CPL excludes organic, direct, referral, GBP-only, untracked, duplicate, imported, historical, or disputed records unless Agency approves inclusion in writing.

Trailing Average Cost Per Qualified Tracked Opportunity means, for a given Eligible Measurement Month, the Client's Eligible Funded Paid Media Spend divided by the Qualified Tracked Opportunities delivered, averaged over the Client's prior Eligible Measurement Months (up to the most recent three (3)). The ramp period establishes the initial Trailing Average; no floor applies, and no credit is eligible, during the ramp period (see C5). Anti-Self-Healing Exclusion. Any month in which the C6.1 floor was not met and a Performance Assurance credit was approved, owed, or remains pending for that miss is excluded from the Trailing Average calculation and does not count as one of the prior Eligible Measurement Months used to compute it, so that a month in which Agency missed the floor cannot raise the benchmark Trailing Average or lower a future month's floor; provided that a missed month is not excluded, and is included in the Trailing Average, to the extent the miss was caused by a Client-caused delay, a failure described in §5.11, §5.13, §6.9, or §7.8, or any other C4 or C16 exclusion, in which case the month remains excluded from Performance Assurance measurement under the eligibility rules but its spend and Qualified Tracked Opportunities are not treated as an Agency miss for purposes of this exclusion. If excluding miss months leaves fewer than one prior Eligible Measurement Month, the most recent available non-excluded Eligible Measurement Month or the ramp-established initial Trailing Average is used.

Source of Truth means Agency's CRM, call tracking, form tracking, source-tagging, reporting dashboard, call recordings, platform data, and internal reporting records, as reasonably maintained by Agency. Where systems conflict, the authoritative order is: (1) a recorded phone call of more than thirty (30) seconds is authoritative lead proof; (2) a submitted web form with email confirmation to Client is authoritative proof; (3) a Client-confirmed record (calendar entry, work order, dispatch record) is authoritative; (4) CRM, call-tracking, or reporting records that are corroborated by a call recording, form, or calendar/work-order entry are supporting; and (5) CRM or call-tracking records without such corroboration are non-authoritative and must be verified by Client. If Client disputes a record, Agency will request proof (call recording, form, calendar entry, or work order) from Client within five (5) business days; if Client cannot provide proof, the record does not count. If systems otherwise conflict, Agency will determine the controlling record in good faith based on available evidence consistent with this order.

C4. Client Eligibility Conditions

Client is eligible for a Performance Assurance credit only if all of the following are true for the entire Eligible Measurement Month:

1. Client maintained at least the required minimum monthly ad spend stated in this signed Agreement.
2. Client paid all Agency invoices on time and remained in Good Standing.
3. Client used Agency-approved CRM, call tracking, forms, source tagging, landing pages, reporting, and lead-status workflow.
4. Client did not bypass, replace, remove, disable, forward around, or materially alter Agency-approved tracking numbers, forms, landing pages, source tags, CRM fields, reporting access, campaign access, or website paths.
5. Client maintained all required platform access, ad account access, website access, domain/DNS access, CRM access, call tracking access, billing access, and approval access, and Client provided every Onboarding Input by its Access Deadline and did not change, revoke, or re-point any configured access, identifier, routing, DNS, or platform setting without advance written notice under §6.9.
6. Client dispositioned at least 90% of tracked leads/opportunities in the CRM within 7 calendar days of receipt.
7. Client answered calls, returned missed calls, and followed up on inquiries in a commercially reasonable manner.
8. Client maintained phone coverage, service capacity, service area, offered services, advertising budget, campaign approvals, landing-page approvals, and operating availability at the baseline level specified in the signed Agreement, and did not pause, reduce, restrict, or narrow any approved service, budget, channel, or campaign except as expressly agreed in writing by Agency in advance of the eligible measurement month. A temporary, seasonal, staffing, inventory, or claimed force-majeure pause or reduction does not satisfy this condition unless Agency approved the specific pause or reduction in writing before that eligible measurement month began.
9. Client did not pause ads, reject reasonable campaign changes, delay approvals, withhold required creative/assets, delay platform verification, or fail to fund Client-Paid Channel Inputs; and Client did not miss any Access Deadline, did not miss any §7.8 response window, did not defer, decline, or fail to activate an included channel in a way that affected measured performance, and did not delay platform verification or fail to provide platform-required Client documentation.
10. Client did not delete contacts, merge records improperly, alter lead statuses inaccurately, mark leads in bad faith, or prevent Agency from auditing lead records.
11. Client gave Agency written notice of disputed lead classification within the dispute window.
12. No platform suspension, LSA delay, account verification delay, policy restriction, market shutdown, force majeure event, vendor outage, client-side outage, or other excluded condition materially affected performance, as further provided in C16.
13. Client provided all platform-required verification and documentation (including business, identity, vehicle, licensing, or registration materials) on or before the applicable Access Deadline, and no platform review, verification, disapproval, or documentation delay attributable to Client's materials or platform-policy compliance materially affected performance during the measurement month.

Failure of any eligibility condition voids Performance Assurance for the affected measurement period.

C4A. Client-Delay Forfeiture

Consistent with §5.13(c), any measurement month affected by a Client-caused delay, a missed Access Deadline, a §7.8 non-response, an unannounced configuration change under §6.9, or a Client-side platform-verification or documentation gap is excluded from Performance Assurance measurement, and Client's eligibility for any credit for that month is void. Ramp may be extended under C5. This Section creates no new guarantee and does not waive any other C4 condition.

C4B. Measurement Baseline

The Client's onboarding representations, the campaign settings, targeting, and budget Agency configured and Client approved (or is deemed to have approved under §5.8), the service-area map, operating hours, offered services, and capacity figures, in each case as recorded in Agency's Source of Truth, are the controlling baseline for all Performance Assurance measurement and eligibility, unless and until Agency approves a written change through the Channel of Record. A Client-side change to service area, hours, offered services, budget, capacity, routing, or platform configuration that is not approved in writing by Agency is a Client-caused change under §6.9 and §5.13; Agency measures against the Source-of-Truth baseline in effect for the month, and any discrepancy between Client's later assertion and the recorded baseline is resolved in favor of the Source of Truth under the order in C-"Source of Truth."

C5. Ramp Period

Performance Assurance does not apply during ramp, and no Performance Assurance credit is eligible during the ramp period. The ramp period establishes the Client's baseline performance, including the initial Trailing Average Cost Per Qualified Tracked Opportunity used by the C6 floor. Unless this signed Agreement states otherwise:

Agency may extend ramp for Client delay, platform review, platform approval delay, account suspension, missing access, unfunded inputs, nonpayment, material scope change, or other condition outside Agency's reasonable control. Ramp is further suspended as provided in C16(c).

C6. Performance Standards

The Qualified Tracked Opportunity floor defined in this Section is the standardized, self-adjusting primary standard and applies to every Agreement that elects Performance Assurance on a Growth or Elite tier. A Paid CPL ceiling is an optional add-on only and applies only if separately selected.

C6.1 — Qualified Tracked Opportunity Floor (Self-Adjusting). Where Performance Assurance is elected, the Qualified Tracked Opportunity floor for an Eligible Measurement Month is self-adjusting and keyed to the Client's own account performance; it is not a fixed, published, or per-Client negotiated number. For each Eligible Measurement Month after the ramp period, the floor is met if the number of Qualified Tracked Opportunities delivered in that month is greater than or equal to the Client's Eligible Funded Paid Media Spend for that month divided by (1.25 × the Client's Trailing Average Cost Per Qualified Tracked Opportunity), rounded down to the nearest whole opportunity. Spend basis; anti-under-spend. Solely to prevent the floor from falling because of Agency's own controllable under-spend, where actual Eligible Funded Paid Media Spend for the month is less than the required minimum monthly ad spend stated in this Agreement due to an Agency-controllable cause, the numerator of the floor calculation uses the greater of (i) actual Eligible Funded Paid Media Spend and (ii) the required minimum monthly ad spend. This adjustment does not apply, and actual Eligible Funded Paid Media Spend is used, where the shortfall is caused by a Third-Party Platform restriction or pacing limit, a compliance or policy constraint, Client's failure to fund or approve spend, a Client-caused delay under §5.13, market or auction conditions outside Agency's control, or any C4 or C16 exclusion.

The ramp period establishes the initial Trailing Average; no floor applies, and no credit is eligible, during the ramp period (see C5). Because the floor is measured against the Client's own trailing performance, a higher cost per opportunity that reflects the Client's own market is not a basis for a credit; a credit is owed only where the Eligible Measurement Month's cost per Qualified Tracked Opportunity exceeds 1.25 times the Client's own Trailing Average — that is, only where Agency's delivered efficiency for the Client's own account degraded by more than twenty-five percent (25%) relative to that account's recent norm, and all eligibility conditions in C4 were satisfied.

C6.2 — No Fixed Floor. No fixed, published, per-tier, or per-brand Qualified Tracked Opportunity number is used. Any prior signed Agreement stating a fixed Qualified Tracked Opportunity floor is governed by its own terms; this self-adjusting standard applies to Agreements adopting it.

C6.3 — Paid CPL Ceiling (Optional Add-On). A Paid CPL ceiling applies only if expressly selected in this signed Agreement. Unless this signed Agreement states otherwise, Paid CPL protection applies only after two consecutive full Eligible Measurement Months. If both the Qualified Tracked Opportunity floor and an elected Paid CPL ceiling apply and both miss in the same month, Client receives only the larger single credit. Credits do not stack.

C7. Thresholds; No Fixed Floor Figures

No fixed, published, per-tier, or per-brand Qualified Tracked Opportunity floor figure and no fixed Paid CPL ceiling figure are stated or required. The Qualified Tracked Opportunity floor is the self-adjusting standard defined in C6, computed for each Eligible Measurement Month from the Client's own Eligible Funded Paid Media Spend and the Client's own Trailing Average Cost Per Qualified Tracked Opportunity. The only per-Agreement fields are the eligible tier (Growth or Elite), the required minimum monthly ad spend, the ramp period, and any optional Paid CPL ceiling or optional Severe-repeat credit the parties expressly elect. Foundations and Starter carry no Performance Assurance and no floor unless separately approved in writing by Agency management.

C8. Excluded Leads And Non-Counting Records

A lead counts as a Qualified Tracked Opportunity only if Client establishes, from the Source of Truth, that: (a) a call was answered by Client within two (2) business days and lasted more than thirty (30) seconds; or (b) a form was submitted by a unique contact and Client took a documented action — scheduled an appointment, sent a quote, dispatched a technician, or sent a follow-up message — within two (2) business days; or (c) Agency holds documented proof (call recording, form-response log, calendar entry, or work order) that Client received and acted on the opportunity. A lead with no answer or callback, no documented form response, no documented Client action within two (2) business days, or that Client deleted or mis-statused, does not count. The burden is on Client to show a disputed record was a valid Qualified Tracked Opportunity; Agency need not prove that Client's failure caused the lead to fail. Anti-Gaming. Conversely, a record for which Agency holds authoritative proof under the Source of Truth order (for example, a recorded call of more than thirty (30) seconds or a confirmed form submission) counts as a Qualified Tracked Opportunity notwithstanding Client's dispute, deletion, mis-statusing, or failure to verify; Client may not reduce the Qualified Tracked Opportunity count, lower the denominator, or manufacture a floor miss by disputing, deleting, mis-statusing, or declining to verify records that Agency's authoritative proof supports. Where Client refuses to cooperate with disposition or verification, or deletes, alters, or mis-statuses records in a manner that defeats measurement, Client's eligibility for any Performance Assurance credit for that measurement month is void under C4 and §5.9(b), rather than such conduct operating to convert Agency-proven Qualified Tracked Opportunities into non-counts. Good Faith; Defined Authoritative Proof; Preserved Recourse. Agency will apply the Source of Truth order and this Section in good faith, and "authoritative proof" means proof that is genuine, verifiable, and consistent with the Source of Truth definition and order in C3, not a bare or unsupported Agency assertion. The burden allocation in this Section is an evidentiary default governing which party must come forward with proof of a disputed record; it does not foreclose Client's right to dispute a record through the C9 claim process. Where Agency's authoritative proof for a record is a recorded call of more than thirty (30) seconds (C3 tier (1)) or a confirmed form submission (C3 tier (2)), Client may rebut that proof only with proof of equal or higher authority under the C3 order, and may not rebut it with a lower-ranked record or by mere assertion, deletion, or re-statusing. Nothing in this Section requires Client to treat as a Qualified Tracked Opportunity any record that Client establishes, through proof of equal or higher authority under the C3 order, was spam, a duplicate, a wrong number, out of area, or otherwise excluded under the list below. The voiding of Client's eligibility for the affected measurement month operates under, and adds no condition to, the C4 eligibility conditions and §5.9(b), and nothing in this Section limits Client's recourse under MSA Sections 24 and 28, or the C9 process, for an Agency determination Client contends was made in bad faith or was clearly erroneous.

The following do not count as Qualified Tracked Opportunities unless Agency approves otherwise in writing:

• Spam.
• Duplicate lead within 30 days.
• Vendor, solicitor, recruiter, or job seeker.
• Competitor or market research contact.
• Wrong number.
• Disconnected number.
• Existing customer, warranty call, billing issue, support request, or non-new-opportunity contact if excluded in the SOW.
• Outside approved service area.
• Service not offered by Client.
• Service, location, or job type Client paused, rejected, or removed from campaign scope.
• Raw clicks, impressions, GBP website clicks, direction requests, untracked calls, untracked forms, imported contacts, historical contacts, or platform-reported events not verified in the Source of Truth.
• Calls below the minimum duration stated in this signed Agreement, unless the record shows a booking, quote request, or valid service inquiry.

C9. Claim And Dispute Process

1. Agency will provide ordinary reporting according to the selected tier.
2. Client must submit any Performance Assurance claim in writing within 7 calendar days after Agency makes the applicable monthly report available.
3. Client must identify the claimed missed standard, disputed records, supporting CRM evidence, call recording evidence, form evidence, duplicate-contact evidence, and requested review.
4. Agency will review the claim in good faith using the Source of Truth and may request additional information.
5. Agency's written credit determination will state whether the claim is approved, denied, or partially approved and will summarize the credit calculation.
6. Failure to submit a timely written claim waives Performance Assurance for that measurement month.
7. Client may not file a chargeback, offset, withhold payment, remove access, or take self-help action while a Performance Assurance claim is under review.
8. Agency will review the claim and issue a written credit determination within ten (10) business days of receiving a complete claim. If Agency needs additional information, Agency will identify the missing items within five (5) business days of receipt, and Client will have five (5) business days to provide them; Agency will then issue its final written determination within ten (10) business days of receiving the completed information.
9. If Client fails to provide requested additional information within that five (5) business-day window, the claim is deemed incomplete and is denied without further Agency review. No Performance Assurance claim is effective or enforceable, and no credit accrues, until Agency issues its written final determination.
10. If Agency does not issue its written final determination within the applicable deadline in paragraph 8, the claim is deemed finally denied (not approved or accrued) on the day after that deadline. Client's sole recourse for a determination Agency fails to issue, or for a denial Client contends was made in bad faith, is the dispute-resolution process in MSA Sections 24 and 28; an Agency failure to meet the determination deadline does not create, accrue, or self-execute any credit, refund, offset, or cash remedy, and does not entitle Client to chargeback, withhold, or self-help. The Section 24/28 reviewer may order an appropriate service credit only on a finding that Agency's denial or non-determination was in bad faith or clearly erroneous.

C10. Credit Schedule

Unless this signed Agreement states a different schedule, approved credits are calculated as follows:

The Severe-repeat-miss credit is not a default and is not offered on the standard signature-page election. It applies only where the signed Agreement expressly selects it and states the custom amount. Absent that express selection, the maximum severity tier is the Major miss at 30% of the monthly Agency Management Fee.

For Paid CPL protection, if elected, this signed Agreement should state the applicable credit amount or severity schedule. If no Paid CPL credit amount is stated, the maximum Paid CPL credit is 20% of the monthly Agency Management Fee for the affected month.

C11. Credit Caps, Expiration, And Forfeiture

1. Maximum credit in any month: 50% of the monthly Agency Management Fee.
2. Maximum credit in any calendar quarter: 100% of one monthly Agency Management Fee.
3. Maximum credit in any contract year: two monthly Agency Management Fees.
4. Credits apply only against future Agency Management Fees.
5. Credits cannot be converted to cash, refunded, assigned, transferred, used against past-due invoices, or used against excluded costs.
6. Credits expire 90 days after approval if not used.
7. A credit is "applied" only when Agency has actually deducted it from an Agency Management Fee invoice that Client has paid. Credits are forfeited, void, and non-recoverable if, before a credit is applied, Client: (a) files a chargeback, payment dispute, refund demand, or reversal request with any payment processor or financial institution; (c) fails to pay any invoice for fifteen (15) or more calendar days past its due date; (d) removes, suspends, or fails to maintain any required platform access; or (e) breaches any material term of the Agreement and fails to cure within the stated cure period, or otherwise leaves Good Standing. Termination or cancellation, by itself, does not forfeit an approved-but-unapplied credit: where Client gives written termination or cancellation notice while otherwise in Good Standing, Agency will apply any approved-but-unapplied credit (up to the C11 caps) against the final full monthly Agency Management Fee owed under §23.3, so that the credit is not rendered illusory by exit. A credit that cannot be applied because no further Agency Management Fee invoice will be owed (for example, the final invoice has already been paid or no final fee remains) is forfeited and confers no cash value; credits remain non-cashable, non-refundable, and non-assignable under paragraph 5 in all cases. In any forfeiture case, Agency may offset the forfeited credit amount against any refund, disputed charge, or outstanding amount owed by Client. For the avoidance of doubt, an approved-but-unapplied credit confers no cash value and is not "applied" merely because Client cancels mid-month.
8. Credits are not available during any period in which Agency's obligations are suspended.

C12. Sole Remedy; No Refund Or Chargeback Right

An approved service credit is Client's sole and exclusive remedy for a missed Performance Assurance standard. Performance Assurance does not create any right to refund, cash payment, reimbursement, offset, recoupment, disgorgement, chargeback, damages, lost profits, lost revenue, ad spend reimbursement, setup-fee credit, third-party-cost credit, termination for cause, or waiver of amounts owed.

Client agrees that Performance Assurance credits are commercially reasonable, proportionate, capped, prospective service adjustments for performance variance that is difficult to measure precisely in advance. They are not intended as penalties, punitive damages, or admissions of breach.

No Performance Assurance credit is self-executing. Client may not deduct, offset, charge back, withhold, recoup, or self-help any amount on account of a claimed or approved credit unless and until Agency confirms the credit in writing under C9, and any such action is an improper Chargeback or payment dispute governed by MSA Sections 24 and 25 (Unauthorized Chargebacks). A demand for, or initiation of, a refund or chargeback is not a Performance Assurance remedy, voids the affected claim, and forfeits any related credit under C11.7.

C13. Agency Validation Authority

Agency will determine Qualified Tracked Opportunities, Eligible Funded Paid Media Spend, the Trailing Average Cost Per Qualified Tracked Opportunity, the self-adjusting floor, Paid CPL, exclusions, eligibility, measurement periods, and credits in good faith using the Source of Truth. Client may submit evidence during the claim window, but Agency is not required to accept unsupported, late, altered, incomplete, or non-source-of-truth records.

C14. No Expansion Of Liability

This Addendum does not expand Agency's liability cap except to the limited extent of an approved non-cash service credit. Approved credits count toward and are subject to the Agreement's limitation of liability. Client-Paid Channel Inputs, Platform Usage Fees, ad spend, LSA spend, direct mail costs, cold-email costs, software, data, taxes, vendor fees, and other excluded costs remain outside the credit base.

C15. Conflict

If this Addendum conflicts with general no-guarantee language in the MSA, this Addendum controls only for the narrow Performance Assurance commitment expressly selected in this signed Agreement. The MSA controls in all other respects.

C16. Platform Changes And Delays; Ramp Suspension

(a) Platform delays, account suspensions, policy changes, algorithm updates, approval denials, review or verification delays, and vendor outages are not Agency failures and do not create any Performance Assurance credit obligation. Without limitation, Google Ads, Local Services Ads (LSA), Google Business Profile, or other platform policy changes, verification delays, account suspensions, or approval denials do not trigger credits.

(b) Platform-induced decreases in lead volume, ranking, visibility, or verification status are not measured against the Qualified Tracked Opportunity floor or any Paid CPL ceiling. Consistent with, and without creating a second independent nullifier beyond, the eligibility condition at C4.12, a measurement month is not an eligible measurement month only where such a platform condition materially affected performance for a substantial portion of that month (defined as fifteen (15) or more days, or a platform suspension/denial in effect on the applicable measurement date); a brief or immaterial platform fluctuation does not by itself nullify an otherwise-eligible month. This subsection is applied together with C4.12 and does not duplicate or stack on it.

(c) Ramp suspension. The ramp period under C5 is suspended (not running) during any period in which: Client has not provided required access; Client is missing required approvals; a platform review, verification, or reinstatement is pending (including Google Advanced Verification, LSA approval, or account reinstatement); Client has not funded required ad spend; Client has not provided required content or assets; or other circumstances outside Agency's reasonable control prevent campaign activation. The ramp resumes when all such blockers are cleared. Agency will provide written notice of ramp suspension and the expected resumption date. No eligible measurement month begins until the full ramp has run on a non-suspended basis.

(d) Agency will work in good faith to recover performance affected by a platform event, but will not issue a Performance Assurance credit for platform volatility, and a Client assertion that "the platform changed" does not create a credit right. The Qualified Tracked Opportunity floor continues to apply once the platform condition clears and the ramp resumes under C16(c); Agency's good-faith-recovery duty in this subsection and the resumption of the floor are the parties' agreed assurance that this Section operates as a carve-out for genuinely uncontrollable events and not as a device to render the guarantee illusory.

(e) Cross-reference; essential purpose. This Section is harmonized with MSA §27 (Force Majeure), which excuses only Agency's performance and never Client's payment, and is read together with it. Should any limited remedy in this Exhibit C be deemed to fail of its essential purpose, MSA §19.7 (failure-of-essential-purpose bridge) governs, and the limitation-of-liability provisions of MSA §21/§22 remain in full effect.

(f) Non-Circularity Backstop; Outer Bound on Agency-Side Suspension. Subsections (a) through (e) operate only as carve-outs for genuinely uncontrollable platform conditions and for Client-caused gaps, and are not a device by which Agency may indefinitely defer the start of an Eligible Measurement Month. The ramp suspension in C16(c) tolls only for so long as the specific qualifying condition actually persists, and Agency will resume the ramp promptly once it clears. A suspension grounded on the catch-all "other circumstances outside Agency's reasonable control prevent campaign activation" in C16(c) requires an actual, identified condition that is not within Agency's reasonable control and is not itself a Client-caused delay, and Agency's good-faith determination of that condition under C13 must rest on the Source of Truth. Client-caused access, approval, funding, content, verification, or other Client gaps under C4, C4A, C5, §5.11, §5.13, §6.9, or §7.8 toll the ramp without limit, are Client's risk, and are not subject to the outer bound in this subsection; the presence of any such concurrent Client gap does not, by itself, defeat the outer bound where a qualifying non-Client condition is an independent and continuing cause of the suspension. Where ramp suspension caused by such a non-Client condition (the catch-all or another platform condition outside Agency's reasonable control) continues for more than ninety (90) consecutive calendar days and no Client-caused gap independently justifies continued suspension, Agency will, within ten (10) business days after that ninetieth day, either (i) resume the ramp and the running of measurement, or (ii) notify Client in writing that Performance Assurance cannot then be measured, after which either party may terminate the Agreement on the thirty (30)-day notice in §23.2, with the final full monthly Service Fee governed by §23.3 (billed in full, no proration) and no Service Fee already paid refundable. This subsection does not pause, reduce, credit, or excuse any payment obligation of Client, does not create any Performance Assurance credit, cash, refund, offset, or chargeback right, does not lower or alter the self-adjusting floor or the Trailing Average, and does not toll, shorten, or extend any Client-caused suspension; it is the parties' agreed outer-bound assurance that the carve-outs in this Section do not render the opt-in Performance Assurance commitment illusory, and is read together with §27 (which excuses only Agency performance, never Client payment, and separately permits Agency to terminate affected Services after a thirty (30)-day Force Majeure event), §19.7, and §21/§22, all of which remain in full force.

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SIGNATURE PAGE, ACKNOWLEDGMENTS, ELECTIONS, AND CREDIT CARD AUTHORIZATION

Brand header slot (byte-identical master): This signature component is identical across all four brand masters (Heaviside Digital, Garage Door Marketers, Paving Marketers, Electrician Marketers). The only brand-specific token is the d/b/a slot {{agency_dba}} (e.g., "Garage Door Marketers"), which renders into the Agency-party header, the SIGNATURES block, and the Performance Assurance Election heading at agreement-generation time. No other text differs between brands.

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Agreement Summary

Selected Service Schedule

{{selected_skus}}

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Signature Page Acknowledgments

By signing below, Client acknowledges each of the following. There are no separate initials; the single signature below accepts each of these acknowledgments together with the entire Agreement.

• Client understands that Service Fees are earned when charged and are non-refundable except for the express §3.16A Foundations 30-Day Money-Back Right and the exact Exhibit D PPC 7-Day management-fee refund, if applicable. A timely eligible request under either provision controls over the ordinary no-refund rule only to the narrow extent stated there.
• Client understands there are no guaranteed leads, rankings, revenue, ROAS, CPL, appointments, reviews, platform approvals, AI visibility, or other outcomes. The limited Exhibit C service-credit commitment, if elected, and the exact Exhibit D management-fee refund right are contractual fee remedies only and are not promises of any outcome.
• Client understands ad spend, cold-email domains, mailboxes, data, call tracking, SMS, email, usage-based tool costs, direct mail, and other Client-Paid Channel Inputs are separate from Service Fees.
• Client understands Revenue Commander / Platform Usage Fees are separate from Service Fees and must remain funded for dependent features to operate.
• Client understands Client delays, missing access, failed verification, unfunded channel inputs, and approval delays do not pause Service Fee billing.
• Client specifically authorizes Agency, after the conditions and notice in Section 5.14 are satisfied, to designate the account Dormant and automatically convert it to the existing Revenue Commander standalone plan at $97 per month in place of the full-service monthly fee; Client further understands that the then-current Agency-hosted website and Revenue Commander scope continue, other full-service work and Performance Assurance are suspended, and call-tracking numbers, phone, SMS, email, automation, data, usage-based tools, and all other Platform Usage Fees continue to be billed separately.
• Client agrees to provide written notice and a cure opportunity before filing a Chargeback or payment dispute except for unauthorized use, duplicate charge, or clear billing error.
• Client understands that each improper Chargeback Client initiates triggers, PER CHARGEBACK, repayment of the full reversed amount, all actual processor and bank fees and costs, attorneys' fees, AND liquidated damages equal to the GREATER OF $1,000 per Chargeback OR 15% of the disputed amount. Client understands that multiple Chargebacks stack — each Chargeback is a separate breach carrying its own minimum of $1,000 (for example, three Chargebacks = three separate $1,000-or-15% amounts). Client understands that any goodwill refund or credit Agency extends is automatically cancelled and re-owed if Client later files a Chargeback or falls out of Good Standing, and that Client may never collect both a refund and a chargeback on the same payment.
• Client understands and agrees that ordinary late-payment, failed-payment, and Chargeback amounts may become due under §§3.8–3.11 and §25 as otherwise stated in this Agreement. An exact §3.16, §3.16B, or §5.14 recovery is not accelerated under §3.11 and bears no interest or additional fee; a timely §3.16A money-back exit or valid Exhibit D failed-assurance exit extinguishes the applicable waived-setup recovery as expressly stated.
• Client understands that Agency-created websites, Revenue Commander pages, landing pages, funnels, and hosted assets are Agency Work Product licensed only during active service, may be unpublished when service ends, and do not include an automatic or no-charge static, WordPress, migration, or other export. Any export must be separately scoped and priced in a signed written SOW or change order. Client-Furnished Materials and access to Client-titled accounts remain subject to the separate release obligations in §§9.9 and 23.6A.
• Client agrees that any dispute is brought exclusively and irrevocably in Clermont County or Hamilton County, Ohio, that Client consents to personal jurisdiction there and waives any objection to that forum (including inconvenient forum and transfer), and that in any enforcement or collection action the prevailing party — and Agency, where it recovers amounts owed — is entitled to all reasonable attorneys' fees and costs. Client further understands and agrees that this is a business-to-business service agreement, and is not a consumer or indebtedness contract.
• Client understands that, for a Foundations-base purchase, Option A addresses only the $995 Foundations Build Fee and the exact recovery may become due only on the §3.16 or §5.14 events stated in the signed Agreement; a Chargeback or bare loss of Good Standing alone does not trigger it. Option B is payment of the $995 Foundations Build Fee upfront with no later waiver recovery. The Foundations-base purchase remains eligible for §3.16A, but the paid Build Fee is excluded from the money-back refund. Both paths are month-to-month, and neither limits Client's right to terminate under §23.
• Client understands Performance Assurance credits, if any, are non-cash prospective service credits only, are not refunds, cannot be charged back or offset, and are subject to Exhibit C.
• Client understands Agency Background IP is not transferred.
• Client understands and agrees that Client must provide all required access, credentials, account and property identifiers, invitation acceptances, account connections, verification documents, content, approvals, and funding ("Onboarding Inputs") by the deadlines Agency sets, and must communicate, approve, and respond through Agency's designated Channel of Record and through Client's single appointed representative. Client understands that if Client misses a deadline, sends communications outside the Channel of Record, fails to monitor that channel (including spam/junk folders), or changes access or settings Agency configured without advance notice, Agency may pause the affected work, proceed on reasonable assumptions, treat the item as approved or waived, and re-sequence work — and that Service Fee billing continues, timelines extend, and any performance guarantee may be paused or forfeited for the affected period. Client understands these delays are Client-caused and are not a basis for any refund, credit, offset, chargeback, or withholding.
• Client understands that approval, verification, activation, and operation of Google Ads, LSA, Meta/Facebook/Instagram, business profiles, listings, websites, domains, email, and other third-party platforms are controlled by those platforms and by Client's compliance with their policies and documentation requirements; that Agency does not and cannot guarantee any platform will approve, verify, or maintain any account, ad, listing, or feature; and that platform review or denial is not Agency non-performance. Client understands that configuring, building, or launching a service is setup, not a guaranteed result, and that Client is entitled only to the channels and deliverables expressly listed in the signed SOW for Client's selected tier — a channel or deliverable not listed is not included, even if discussed, deferred, or assumed, and deferring or declining an included channel does not reduce the fee or create a refund.
• Client understands that Agency does not provide a dedicated account manager, named representative, or guaranteed staffing arrangement; that Client's point of contact may be one or more Agency personnel, an Agency operations or support function, a shared support channel, Agency's owner or principals, qualified subcontractors or vendors, and/or Agency systems, as Agency designates and may change at any time in its discretion without notice; that Client has no right to any particular individual, team, seniority level, or response cadence; and that any such designation or change is not a breach or a basis for any remedy.
• Client confirms it has not relied on promises, guarantees, or side agreements not included in the signed Agreement.

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Term, Setup-Fee, Money-Back, and Dormant Account Election

Rendered setup election (controls): {{setup_fee_election}}. For a Foundations-base purchase, the rendered Option A or Option B selection is bound by the single signature below. Both Foundations-base options are month-to-month. The three full plan-rate payments in Option A are a forgiveness count, not a three-month lock-in or minimum term. A PPC 7-Day packet instead uses the standalone paid setup or the fixed combined-plan election stated below.

Named-package setup treatment. A named Starter, Growth, or Elite package does not offer Option A or Option B. Its consolidated setup amount is due at signing and is rendered as $995 for Starter, $1,495 for Growth, or $2,495 for Elite under P-8; the amount absorbs the component setup amounts and is not election-waivable. Named packages remain eligible only for the first month’s $495 Foundations portion under §3.16A; all package charges above $495 remain non-refundable.

PPC 7-Day setup treatment. Standalone PPC has one $495 setup fee paid at signing and no waiver. The fixed PPC + Foundations plan has one $995 combined setup under §3.16B, paid or waived only as rendered above; it replaces and absorbs both ordinary component setup fees. A valid Exhibit D failed-assurance exit suppresses any unforgiven combined-waiver recovery, and a recurring invoice refunded under Exhibit D does not count toward the three full payments.

Foundations-base Option A illustration — not elected by this PPC 7-Day packet. For a Foundations-base purchase, Option A waives the $995 Foundations Build Fee at signup as an accommodation. The waiver is permanently forgiven after Client pays three (3) counted full monthly plan-rate payments when due, and upgrades do not reset the count. Before that forgiveness occurs, the exact $995 recovery may become due only on an early cancellation or termination, Agency termination for Client breach, or the §5.14 non-return event at the end of the 90th consecutive calendar day after the stated conversion effective date. A cured late payment, bare loss of Good Standing, or Chargeback standing alone does not trigger the recovery. The recovery is exactly $995, without interest or additional fee. This option does not limit Client's right to terminate at any time under §23.

Foundations-base Option B illustration — not elected by this PPC 7-Day packet. For a Foundations-base purchase, Option B pays the $995 Foundations Build Fee at signing. It is earned when charged and has no later waiver recovery. The Foundations-base purchase remains eligible for §3.16A, but the paid Build Fee is excluded from the money-back refund.

Per-SKU setup-fee acknowledgment. Client understands that standalone or later-added PPC ($495), Cold Outreach ($495), Local Search Foundation ($495 subject to its built-site-within-90-days schedule condition), and location activation ($250) are separate setup or activation charges and are not waivable by election. The fixed PPC + Foundations initial purchase is the sole §3.16B exception: its one $995 combined setup replaces and absorbs the initial Foundations and PPC setup amounts. If a named package uses a consolidated setup amount, that displayed setup is due as stated and is not election-waivable.

PPC 7-Day acknowledgment. Client understands that the selected PPC 7-Day offer is one multi-channel management service through $5,000 of combined platform-reported managed media spend per calendar month; ad accounts and spend are Client-owned and Client-funded; channel activation depends on availability, eligibility, access, and the media floors in Exhibit D; and management above $5,000 is not priced or authorized unless the parties sign a separate written change order. Client accepts {{assurance_ack_version}} and the niche qualification standard {{qualification_version}}.

True-business-location acknowledgment. Client understands that each selected service is priced per true business location. Foundations and Starter include one true business location, Growth includes two, and Elite includes three. A city, campaign market, territory, or service area without a separate business location is not an added location. Agency does not sell a Location Pack or other additional-location bundle. Additional true business locations require Agency approval and selection of the applicable services, per-SKU setup fees, and the $250 activation; those setup and activation fees are non-waivable. Additional locations do not unlock channels not included in the selected tier.

Money-back acknowledgment. Client understands that §3.16A covers the first month’s Foundations portion in a Foundations-only, custom Foundations, fixed PPC + Foundations, Starter, Growth, or Elite purchase. The First 30-Day Window begins on the First Payment Date and ends at the end of the 30th consecutive calendar day after that date. Agency initiates an eligible refund to the original payment rail within ten (10) business days after receiving written notice through the Channel of Record and confirming eligibility. The maximum Foundations refund is $495, but when Exhibit D also applies to the same first recurring payment, the allocation and $995 aggregate cap in Exhibit D control. Setup and activation fees, ad spend, tracking, usage, pass-through costs, add-ons, and charges above the eligible recurring portions remain excluded. A timely eligible exit extinguishes the applicable waived $995 recovery and has the site-license effects stated in §3.16A and Exhibit D. Checkout evidence: {{money_back_acknowledgment_version}}; scope: {{money_back_refund_scope}}.

Dormant Account acknowledgment. Client understands that, after the §5.14 notice sequence, Agency may convert the account to the $97 Revenue Commander standalone plan. The $97 monthly fee replaces and does not stack with recurring full-service and Menu Service fees; full-service scopes suspend; website hosting continues; and Platform Usage Fees remain separate. Conversion alone does not recover a waived $995. If the applicable §3.16 or §3.16B waiver remains unforgiven, the stated cancellation or 90-day non-return event may make the exact $995 recovery due without interest or additional fee. Months billed at $97 do not count toward forgiveness.

Election Date: {{setup_fee_election_date}}

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Performance Assurance Election

[X] Does not apply. This PPC 7-Day packet does not elect Exhibit C. The rendered election is {{performance_assurance_election}}, which must resolve to "Does not apply." No Exhibit C tier, minimum spend, ramp, CPL ceiling, or service-credit field requires completion. Exhibit D is the exclusive PPC 7-Day assurance and provides only the exact contractual management-fee refund described there, never a promised outcome.

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SIGNATURES

By signing below, Client acknowledges and agrees to this Master Services Agreement (§§1–31), Exhibit A (Service Level Commitments), Exhibit B (Services 3.0 Schedule of Work for Client's selected tier and brand), Exhibit C (Performance Assurance Service Credit Addendum — self-adjusting), the Agreement Summary, the Term, Setup-Fee, Money-Back, and Dormant Account Election, the Performance Assurance Election, and all Signature Page Acknowledgments. A single signature accepts all of the foregoing; no separate initials are required.

Exhibit D (PPC 7-Day Lead Assurance Addendum) is expressly incorporated into and accepted with the single signature below whenever {{assurance_ack_version}} is rendered in this packet.

CLIENT

• Name: {{client_name}}
• Company: {{client_company}}
• Title: {{client_title}}
• Date: {{client_signature_date}}
• Signature: {{client_signature}}

AGENCY (Heaviside Group LLC, d/b/a {{agency_dba}})

• Name: {{agency_name}}
• Title: {{agency_title}}
• Date: {{agency_signature_date}}
• Signature: {{agency_signature}}

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CREDIT CARD AUTHORIZATION FORM

Authorization

• A one-time charge of {{oneTimeAmount}} (Setup + Activation + First Month), charged today.
• The one-time amount reflects the elected Setup Fee option and applicable selected-service setup or activation fees.
• Monthly charges of {{monthlyAmount}} each month.
• If Agency converts the account to Revenue Commander under Section 5.14, a replacement monthly Service Fee of $97 beginning with the next scheduled monthly charge after conversion.
• Platform Usage Fees and Client-Paid Channel Inputs charged separately as incurred or billed, including call-tracking numbers, phone usage, SMS, email, automation usage, data, usage-based tools, and other metered or subscription Platform charges.

Client authorizes Agency to charge the payment method on file via Stripe for the amounts listed above. Client acknowledges this authorization was executed via Stripe Checkout and that Stripe stores the payment method. Client agrees to contact Agency and allow a reasonable opportunity to resolve billing issues before initiating a dispute or chargeback, except for unauthorized use, duplicate charge, or clear billing error.

Cardholder Signature: {{cardholder_signature}} Date: {{payment_authorization_date}}

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EXHIBIT B — INCORPORATED BRAND SCHEDULE OF WORK

This generated packet attaches only the tenant-matched Exhibit B block below. It is incorporated into and governed by the §1–§31 legal core, Exhibit A, and Exhibit C above. Exhibit B uses its own internal "B" section numbering; "§N" references inside Exhibit B refer to the legal core, and "§BN" or "B-line" references refer to this Exhibit B.

Schedule B-2 — Common Foundations Regime Operational Rules

The following locked rules apply to every brand-specific Exhibit B Schedule B-2 block. Schedule B-2 is the Service Menu inside the applicable Exhibit B; it is not a fifth exhibit and does not create an Order Form. The combined MSA + SOW packet, Agreement Summary, and signature-page elections remain the packet architecture.

1. Locked service menu. The tables below use the server-owned 15-SKU service menu. Location Packs and their former $395 / $795 / $1,195 tiers are retired. GBP / Local Trust is available at $295 per month per location only for a subscription that does not contain Foundations; it is included in Foundations otherwise. Local Services Ads are included in PPC and are not a standalone SKU.
2. Menu elections. A Client may add a listed Menu Service by written election through the Channel of Record. An addition starts with the next billing cycle after any applicable setup fee is paid. A drop ends at the close of the current billing period; there is no proration or remainder refund. A menu election does not require a countersigned amendment and does not terminate the MSA. Package pricing applies only to a named package as composed below; removing a component moves the remaining work to its applicable à la carte treatment.
3. Client-paid inputs. Ad spend, print, postage, sending infrastructure, telecom, messaging, and other §11.2 Platform Usage Fees are Client-paid and are not Agency-billed Service Fees. A pass-through is never an Agency markup or an absorbed package cost unless the applicable row expressly says that management is included.
4. Setup-fee split. The $995 Foundations Build Fee is distinct from per-SKU setup fees except for the fixed PPC + Foundations initial purchase, whose one $995 combined setup under §3.16B replaces and absorbs the ordinary Foundations and initial PPC setup amounts. Under Foundations Option A, the Build Fee is waived and forgiven after three counted payments; named packages use their consolidated setup. Standalone or later-added PPC, Cold Outreach, Local Search Foundation, and location-activation amounts remain non-waivable schedule charges. The Local Search Foundation 90-day condition is not an election waiver.
5. Ownership baseline. Client-Furnished Materials, client accounts, client lists, client profiles, client domains, and client-paid provider relationships remain Client-owned. Agency-created work, Agency-hosted sites, Revenue Commander pages, capture infrastructure, and Agency tools follow the MSA's Agency Work Product license, export, and offboarding rules. The row-level ownership statement controls the operational boundary for each SKU.
6. Brand language. The four schedules carry the same locked commercial menu, but each scope line is written for its own brand and market. The active offer name is Foundations.

Common PPC 7-Day administration

The selected PPC 7-Day offer is one paid-media management service with two fixed plan selections:

• PPC 7-Day — $695/month + $495 setup: managed-media service through the $5,000 combined calendar-month cap.
• PPC + Foundations — $995/month + $995 combined setup: the same managed-media service plus Foundations; setup is paid or waived only under the rendered election.

Total managed spend means combined platform-reported calendar-month spend across managed Google Search, Local Services Ads where available and eligible, and Facebook/Meta ads. Both plans include management only through $5,000. Above-cap scope, effective date, and price exist only in a separate signed written change order; there is no automatic tier movement or incorporated above-cap price.

Both plans use Revenue Commander landing pages, tracking numbers, and capture. Traffic does not land on an unmanaged Client website. Ad spend is paid directly by Client to the platforms, and the Google, Local Services Ads, and Meta accounts remain Client-owned. The standalone PPC plan may be purchased without Foundations.

Common package, compliance, and money-back boundary

The setup fee shown for a named package is one consolidated package setup, not a stack of separately collected component setup invoices. It covers the component setups required by that package, including the Foundations build, Local Search Foundation setup, PPC setup, Cold Outreach setup, and included-location activations where applicable. The consolidation does not turn any individual setup amount into an election waiver; it defines how the named package's one setup line is charged.

A2P brand and campaign registration is an onboarding input where texting or text-back is part of the selected service. Texting features do not operate until carrier approval is complete. Client warrants a lawful consent basis for every message recipient, and STOP/opt-out requests are honored globally. Telecom and messaging usage remain Client-paid under §11.2. No schedule row promises carrier approval, deliverability, or a particular response rate.

Reviews / Reputation work uses neutral, unfiltered invitations to eligible customers. It does not gate reviews, selectively suppress negative feedback, incentivize reviews, condition service on a positive review, or prevent an honest public review. A service-recovery workflow may seek to resolve a problem, but it may not block or discourage the Client's honest review. The existing §13 compliance and Client responsibility provisions remain in force.

The Revenue Commander native GoHighLevel AI layer is a Service only to the extent it is included in the selected tier and activated under Schedule B-2. Its governed core may include a location Knowledge Base, the GoHighLevel Voice AI receptionist, Conversation AI, Reviews AI, Content AI, and bounded Workflow AI / AI actions. Provider-metered consumption remains a Client-Paid Input. Outbound Voice AI, the voice widget, autonomous booking or public actions, Funnel / Website AI, Ask AI, Email AI, AI Studio, Prompt Optimizer, Agent Studio, custom agents, bespoke integrations, assessments, and other AI implementation require a separate activation or scope. Bespoke AI strategy and implementation remain Heaviside AI services under a separate agreement. Agency's use of AI tools, models, automation, and prompts to research, produce, optimize, and deliver the marketing Services remains Agency's internal method under §14 and is not itself an additional service.

The 30-day unconditional money-back mechanism applies to Foundations-only and custom Foundations purchases and to the Foundations portion inside the fixed PPC + Foundations plan, Starter, Growth, and Elite. The clock begins at the First Payment Date. The maximum Foundations refund is the first month’s $495 portion; when Exhibit D applies to the same first recurring payment, its allocation and $995 aggregate cap control. Charges above eligible recurring portions, add-ons, ad spend, tracking, usage, pass-through costs, and setup/activation fees are excluded. Section 3.16A governs the Foundations right and Exhibit D governs PPC 7-Day coordination.

Common B10 — True business locations

Each selected service is priced per true business location. A true business location is a separate place from which Client operates its business. A city, campaign market, territory, service area, landing page, or coverage radius without a separate business location is not an added location.

Foundations and Starter each include one true business location, Growth includes two, and Elite includes three. The package price covers the package's selected services across that stated included-location count. There is no sellable Location Pack or other additional-location bundle. Additional true business locations require Agency approval and selection and pricing of the applicable services, per-SKU setup fees, and the $250 activation; those setup and activation fees are never waivable by election. Additional locations do not unlock channels not included in the selected tier.

Grandfathering Existing Signed Clients

Existing signed clients remain governed by the agreement version, price, scope, location count, setup treatment, website treatment, and eligibility terms they executed. Nothing in this vNext candidate retroactively changes an existing agreement. Adoption of Foundations, a named Starter/Growth/Elite package under this schedule, or an à la carte Menu Service is opt-in and requires a new executed packet or written amendment through the approved signing flow. Legacy executed agreements are not renamed, rewritten, migrated, or repriced by this candidate.

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EXHIBIT B — Paving Marketers (PVM) — Services 3.0 Schedule of Work

This Schedule of Work ("SOW") is incorporated into and governed by the MSA above. This Exhibit B is the Paving Marketers brand schedule; the §1–31 legal core, Exhibit A (Service Level Commitments), and Exhibit C (Performance Assurance Service Credit Addendum) are common across brands and control as stated.

B1. Service Purpose

Paving Marketers provides a Services 3.0 growth operating system for asphalt, paving, sealcoating, striping, line-marking, concrete, and related exterior-surface and pavement-service contractors. Services are bounded by the selected tier, this SOW, the signature page, and the MSA.

The channels, tactics, deliverables, quantities, frequencies, ranges, and service-area items described anywhere in this Exhibit B (including the B3 Locked Package Recomposition table and the Schedule B-2 service-category rows) are illustrative and representative of the kind and approximate level of work performed at each tier. They are not a fixed, exhaustive, or guaranteed list of deliverables and are substitutable, reallocable, and adjustable by Agency under Section 2.4 in Agency's reasonable professional judgment. Words such as "may include," "up to," "~," "where applicable," "where configured," "where selected," "if selected and funded," and stated ranges signal representative and discretionary scope, not committed minimums, unless an item is expressly designated a "Committed Deliverable" on the signed signature page. What Client is entitled to receive while in Good Standing is the continuous delivery of the selected tier's service categories (the row and section headings of this Exhibit B) in a commercially reasonable and professional manner under Section 2.4. This Exhibit B does not narrow that obligation.

B2. Plan Selection And Fee Fields

The signing packet should identify:

• Selected plan: PPC / PPC + Foundations.
• Setup or activation fee.
• Monthly Service Fee.
• Included locations.
• Additional location fees, if any.
• Paid media management cap: $5,000 combined platform-reported spend per calendar month.
• Assurance and qualification versions rendered from checkout evidence.
• Exhibit D and any separately signed written change order.

The selected tier and filled fee fields on the signature page control the commercial selection. No sales call, proposal, website page, email, text message, chat, slide deck, tier description, or table in this Exhibit B enlarges, fixes, guarantees, or makes binding any specific channel, tactic, deliverable, quantity, or frequency, and none of them changes the selected scope, unless expressly included as a Committed Deliverable in the signed Agreement or a signed amendment. Agency's adjustment, substitution, reallocation, or modification of non-Committed items under Section 2.4 is not a change to the selected scope, provided Agency continues to deliver the service categories listed for the selected tier.

This block is for paving companies providing asphalt, paving, sealcoating, striping, line-marking, concrete, and related exterior-surface services. All client-facing examples in this block use paving-company terminology.

B3. Locked PPC 7-Day Plan Selection

Client-funded media, tracking, telecom, messaging, usage, and pass-through inputs remain separate. Neither plan includes an automatic above-cap tier or price.

Schedule B-2 — Paving Marketers Service Menu

* The Local Search Foundation setup is required with any SEO tier unless Agency built the Client's site within the last 90 days. That built-site-under-90-days exception is a schedule condition and is not an election waiver. GBP / Local Trust is included in Foundations and may be selected at $295 per month per true business location only when the subscription does not contain Foundations. Local Services Ads are part of PPC; there is no standalone LSA SKU.

B8. AI Services Boundary

No AI implementation, build, assessment, agent, or custom AI tool is a Service or Deliverable under this Agreement; all such work is performed by Heaviside AI under a separate Master Services Agreement. Agency's use of AI tools, models, automation, and prompts to research, produce, optimize, and deliver the marketing Services is Agency's internal method under §14 of the MSA and is not an AI service provided to Client. Nothing in this Exhibit B narrows or alters Agency's rights and disclaimers under §14.

B9. Client-Paid Inputs

The management fee does not include Client-Paid Channel Inputs or Platform Usage Fees.

B10. Additional Locations

The package's included true business locations are stated on the signature page. Each selected service is priced per true business location. Additional true business locations require Agency approval and may require applicable per-SKU setup fees, the $250 activation, Service Fees, Platform Usage Fees, tracking numbers, pages, campaigns, reporting, and Client-Paid Channel Inputs. A city, campaign market, territory, service area, landing page, or coverage radius without a separate business location is not an added location. Agency does not sell a Location Pack or other additional-location bundle. Additional locations do not unlock channels not included in the selected tier.

B11. Acknowledgment Of Scope Discretion

By accepting this SOW, Client acknowledges that the engagement purchases a tier-level, outcome-oriented standardized service package and not a fixed list of specific deliverables; that the included service categories for the selected tier are the row and section headings of this Exhibit B; that the specifics, counts, ranges, and quantities described in this Exhibit B are illustrative and adjustable under Section 2.4; that Agency may exercise that scope discretion throughout the term without notice or approval; that Client has had the opportunity to designate any specific item as a Committed Deliverable on the signature page; and that Agency's binding obligation is to provide the selected tier's service categories in a commercially reasonable and professional manner under Section 2.4.

B12. Acceptance

Services are accepted by delivery of the scoped work, live campaign/account status, published or launch-ready assets, reporting availability, configuration, or operational handoff, as applicable. Lack of performance outcome alone is not non-acceptance.

B15. SEO, Authority, And Visibility Disclaimer

SEO, local search, content, citation, authority-placement, and backlink services are limited to this SOW. Search engines and directories may ignore, discount, delay, rewrite, remove, or decline content, links, citations, listings, or structured data. Agency does not guarantee rankings, traffic, indexing, map placement, backlink value, AI citation, or search-visibility outcomes. Bundled citation and entity/web2.0 link-building is performed at Agency's discretion as a capability, with no specific link count, placement, or link value guaranteed. This §B15 is the Exhibit B reference for all "no count/value guaranteed" backlink and authority statements in this Schedule and is consistent with §8 and §15 of the MSA.

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