This Master Services Agreement (this “Agreement”) is entered into by and between Digital Boulevard, LLC, a Texas limited liability company with an address at 12848 Queensbury Lane, Suite 208, Houston, Texas 77024 (“Agency,” “Digital Boulevard,” “we,” “us” or “our”), and the individual or entity that subscribes to the Turnpike growth marketing subscription service (“Client,” “you” or “your”). Agency and Client are each a “party” and together the “parties.”

This Agreement becomes effective on the earlier of (a) the date Client first submits payment for a Subscription, or (b) the date Client accepts this Agreement electronically (the “Effective Date”). This Agreement governs Client’s subscription to Turnpike and serves as the terms of service for the Turnpike growth marketing subscription service.

PLEASE READ THIS AGREEMENT CAREFULLY. BY SUBSCRIBING TO TURNPIKE, SUBMITTING PAYMENT, OR CLICKING TO ACCEPT, CLIENT AGREES TO BE BOUND BY THIS AGREEMENT. IF CLIENT DOES NOT AGREE, CLIENT MUST NOT SUBSCRIBE TO OR USE THE SERVICES. SECTION 7 (NO GUARANTEE OF RESULTS), SECTION 15 (LIMITATION OF LIABILITY) AND SECTION 17.7 (BINDING ARBITRATION; CLASS ACTION WAIVER) CONTAIN IMPORTANT LIMITATIONS ON CLIENT’S RIGHTS.

1.  DEFINITIONS

As used throughout this Agreement:

1.1  “Ad Platforms”  means Google Ads, Microsoft Advertising (Bing), Meta Ads, LinkedIn Ads and Reddit Ads, together with any additional advertising platform the parties agree to in writing.

1.2  “Agency Materials” means all tools, methods, frameworks, playbooks, templates, naming conventions, account structures, bid and budget strategies, audit methodologies, checklists, scripts, automations, prompts, dashboards, reporting formats, software, know-how and other materials developed, owned or licensed by Agency, whether created before or during the performance of the Services, and all improvements, modifications and derivatives of the foregoing. Agency Materials expressly exclude Client Content and Client Data.

1.3  “Client Content”  means all materials, information, offers, factual statements, promotional or advertising claims, product information, brand assets, imagery, video, writings and other content provided by Client, or by a third party on Client’s behalf, for use in connection with the Services.

1.4  “Client Data”  means performance, analytics, conversion, audience, customer and other data generated in or exported from Client’s Ad Platform accounts, analytics platforms or other Client systems.

1.5  “Deliverables”  means the work product Agency furnishes to Client under a Request, including ad copy, ad graphics, campaign structures, audience and keyword configurations, audits, strategy documents, recommendations and reports.

1.6  “Final Deliverables”  means the final versions of Deliverables that have been delivered to Client and accepted (or deemed accepted) under Section 3.6.

1.7  “Media Spend”  means all amounts payable to any Ad Platform or other media vendor for the purchase of advertising inventory, impressions, clicks or placements. Media Spend is not part of the Subscription Fee.

1.8  “Request”  means a discrete unit of work submitted by Client through Agency’s designated intake channel.

1.9  “Services”  means the growth marketing and performance marketing services described in Section 2 and furnished under the Subscription.

1.10  “Subscription”  means Client’s recurring, month-to-month subscription to Turnpike.

1.11  “Subscription Month”  means each consecutive one-month service period covered by a Subscription Fee payment.

1.12  “Third Party Materials”  means proprietary third-party materials incorporated into Deliverables, including stock photography, stock video, illustration, icons, fonts and licensed software.

1.13  “Trademarks”  means trade names, words, symbols, designs, logos and other devices used to designate the origin or source of goods or services.

2.  THE SERVICES

2.1  Scope of Digital Boulevard’s subscription service.  Subject to the terms of this Agreement and Client’s payment of the Subscription Fee, Agency will provide paid advertising management and optimization services across the Ad Platforms. Subject to Sections 2.2 and 3, the Services include:

(a)  account audits and structural review of existing Ad Platform accounts;

(b)  paid media strategy, planning and consulting;

(c)  campaign creation, configuration and launch;

(d)  ongoing optimization, including bid and budget management, keyword, audience, placement and negative-list management, ad rotation, and account restructuring;

(e)  advertising copywriting, including headlines, descriptions, and ad variants for testing;

(f)  creation and adaptation of static advertising graphics to Ad Platform specifications;

(g) conversion tracking and measurement review, together with implementation recommendations;

(h)  landing page, offer and messaging feedback and recommendations;

(i)  performance reporting and analysis; and

(j)  asynchronous communication with Client through Agency’s designated channel, together with any scheduled calls Agency makes available.

2.2  Exclusions.  The Services do not include, and the Subscription Fee does not cover: Media Spend; any third-party software, platform, tool or subscription fees (including analytics, call tracking, landing page builders, stock asset libraries, font licenses and creative software); website or landing page design and development; video production, filming, editing or motion graphics; custom illustration, animation or 3D work; search engine optimization; organic social media management; email marketing execution; CRM or marketing automation implementation; public relations; print, broadcast, out-of-home or programmatic buying outside the Ad Platforms; sales enablement; or any other service not expressly listed in Section 2.1. Agency may, in its sole discretion, agree to perform out-of-scope work under a separate written order at Agency’s then-current rates.

2.3  Platforms.  The Services cover the Ad Platforms identified in Section 1.1. Work on any other advertising platform requires the parties’ prior written agreement and may require a change in the Subscription Fee.

2.4  Manner of Performance.  Agency will provide the Services under the general direction of Client, but Agency will determine, in Agency’s sole discretion, the personnel, manner and means by which the Services are accomplished. Agency may engage third-party specialists, designers and other service providers as independent contractors (“Design Agents”) in connection with the Services, and remains responsible for such Design Agents’ compliance with this Agreement.

2.5  No Exclusivity.  This Agreement does not create an exclusive relationship. Client may engage others to perform services of the same or a similar nature, and Agency may offer and provide services to any other party, including parties that compete with Client.

3.  HOW THE SUBSCRIPTION WORKS

3.1  Unlimited Requests.  While the Subscription is active and paid, Client may submit an unlimited number of Requests through Agency’s designated intake channel. Requests submitted through any other channel  including text message, direct message on social platforms, or verbally on a call  are not tracked and may not be actioned.

3.2  One Active Request at a Time.  Agency works on one active Request at a time. Requests are queued in the order received, and Agency begins the next Request upon delivery of the preceding one. Client may reorder the queue at any time by written notice. “Unlimited” refers to the number of Requests Client may submit and the number of in-scope revisions Client may ask for, not to the volume of work performed simultaneously or within any given period.

3.3  Turnaround.  Agency will use commercially reasonable efforts to deliver most Requests within one to two business days. Requests of larger scope  including full account builds, multi-campaign launches, comprehensive audits and multi-asset creative sets  will take longer and may be delivered in stages. Turnaround times are good-faith estimates, not guarantees, and are not conditions of payment. “Business day” means Monday through Friday, excluding United States federal holidays and any holidays published by Agency.

3.4  Revisions.  Client may request unlimited revisions to a Deliverable within the scope and direction of the original Request. A revision that materially changes the objective, direction, or scope of the original Request is treated as a new Request and re-enters the queue.

3.5  Communication.  The Services are delivered asynchronously. Agency will respond to Client communications during Agency’s business hours. Agency does not provide 24/7, on-call, emergency or same-day response, and no service level is promised except as expressly stated in this Agreement.

3.6  Acceptance.  Client will, within five (5) business days of delivery of any Deliverable, notify Agency in writing of any failure of the Deliverable to conform to the Request or of any objections, corrections or changes Client requires. Such notice must identify the objection with sufficient clarity for Agency to act on it. Absent such notice, the Deliverable is deemed accepted.

3.7  Client Responsiveness.  Agency’s ability to perform depends entirely on Client’s timely provision of access, materials, approvals and feedback. If Client fails to provide any of the foregoing for ten (10) consecutive business days with respect to an active Request, Agency may set that Request aside and proceed to the next Request in the queue. Delay caused by Client is not a breach by Agency, does not entitle Client to any refund, credit, extension or make-good, and does not suspend Client’s payment obligations.

3.8  Requests Agency May Decline.  Agency may decline or discontinue any Request that, in Agency’s reasonable judgment, is unlawful, deceptive, violates the policies of any Ad Platform, infringes third-party rights, falls outside the scope of Section 2.1, or would require Agency to act in a manner inconsistent with this Agreement or applicable professional standards.

4.  FEES, BILLING AND TAXES

4.1  Subscription Fee.  The subscription fee is four thousand nine hundred ninety-five United States dollars ($4,995.00) per Subscription Month (the “Subscription Fee”), there is an advanced level of this service that includes designing advertising creative graphics which is for six four thousand nine hundred ninety-five United States dollars ($6,995.00) per Subscription Month.

4.2  Billing in Advance.  The Subscription Fee is billed in advance. Recurring billing occurs on the thirtieth (30th) day of each month  or, in any month having fewer than thirty (30) days, on the last day of that month  and covers the Subscription Month that follows. Client therefore pays in full before Agency performs work for the applicable Subscription Month. The initial Subscription Fee is due on the Effective Date. Where the Effective Date is not the thirtieth (30th) day of a month, Agency may prorate the initial Subscription Fee in order to align Client’s billing to the recurring cycle described in this Section.

4.3  Payment Authorization.  Client will keep a valid payment method on file with Agency’s payment processor and authorizes Agency and its payment processor to charge that payment method for the Subscription Fee and any other amounts due under this Agreement, on a recurring basis, until the Subscription is paused or canceled in accordance with Section 5. Client is responsible for keeping its payment information current.

4.4  Taxes.  The Subscription Fee is exclusive of all taxes. Where Client is located in the State of Texas, Agency will add and collect Texas state and local sales or use tax on the Subscription Fee to the extent such tax applies. Where Client is located outside the State of Texas, Agency will not collect Texas sales or use tax, and Client is solely responsible for determining, reporting and paying any tax it owes in its own jurisdiction. Client claiming exemption must furnish a valid, properly completed exemption certificate before the exemption will be applied. Each party is responsible for taxes based on its own income.

4.5  No Refunds.  ALL PAYMENTS ARE NON-REFUNDABLE, IN WHOLE AND IN PART. Without limiting the foregoing, Agency does not issue refunds, credits or make-goods for partial Subscription Months, for Subscription Months during which Client submitted few or no Requests, for periods during which Client was unresponsive, for pauses or cancellations taking effect mid-cycle, for dissatisfaction with advertising results, or for Client’s decision to discontinue advertising. Client acknowledges that the Subscription Fee purchases Agency’s reserved capacity and availability for the applicable Subscription Month, and that such capacity is committed to Client and made unavailable to others whether or not Client uses it. The sole exception to this Section is Section 5.6(c).

4.6  Late and Failed Payments.  If a charge fails or any amount is not paid when due, Agency may suspend the Services immediately and without notice, and may pause or discontinue work in Client’s Ad Platform accounts. Overdue amounts bear interest at one and one-half percent (1.5%) per month, or the maximum rate permitted by Texas law, whichever is less. Client will reimburse Agency for all costs of collection, including reasonable attorneys’ fees. Payments are applied first to interest and collection costs and then to the outstanding balance.

4.7  Chargebacks.  Client agrees to contact Agency in writing and attempt in good faith to resolve any billing concern before initiating a chargeback, reversal or payment dispute. Initiating a chargeback with respect to Services that have been performed or capacity that has been reserved is a material breach of this Agreement, entitles Agency to suspend or terminate the Subscription immediately, and does not relieve Client of its payment obligations.

4.8  Changes to the Subscription Fee.  Agency may change the Subscription Fee upon thirty (30) days’ prior written notice to Client. The revised fee takes effect at the start of the next Subscription Month following the notice period. Client’s continued use of the Services after the effective date constitutes acceptance of the revised fee. If Client does not accept the revised fee, Client’s sole remedy is to cancel in accordance with Section 5.

4.9  Pass-Through Costs.  Any third-party cost that Client authorizes in writing — including stock assets, font licenses or specialty software procured at Client’s request — will be billed to Client at cost in addition to the Subscription Fee.

5.  PAUSE, CANCELLATION AND SUSPENSION

5.1  Written Notice Required.  Client may pause or cancel the Subscription at any time, subject to this Section. A request to pause or cancel is effective only if submitted in writing to Agency at the notice address in Section 17.3. Because Agency must pause or terminate the recurring subscription with its payment processor, no pause or cancellation takes effect until Agency has received and actioned Client’s written request. None of the following constitutes notice under this Section: a verbal statement or statement on a call; ceasing to submit Requests; ceasing to respond to Agency; revoking Agency’s access to Ad Platform accounts; cancelling or replacing the payment method on file; or initiating a chargeback.

5.2  Timing.  To take effect before the next recurring charge, Client’s written request must be received by Agency at least five (5) business days before the next billing date. A request received later than that will take effect at the end of the Subscription Month then being billed, and the charge for that Subscription Month stands and is non-refundable in accordance with Section 4.5.

5.3  Pause.  A pause takes effect at the end of the Subscription Month for which Client has paid. During a pause, recurring billing is suspended, Agency performs no Services, and any Requests remaining in Client’s queue are held but not worked. Client may resume at any time by written notice, subject to Agency’s then-current availability. Agency may treat a pause exceeding three (3) consecutive months as a cancellation upon written notice to Client, and Agency does not guarantee that Client’s original Subscription Fee will be available upon resumption after such period.

5.4  Cancellation.  A cancellation takes effect at the end of the Subscription Month for which Client has paid. Client remains entitled to Deliverables completed and paid for as of that date, subject to Section 10. Agency has no obligation to perform further Services after the effective date of cancellation.

5.5  Effect of Pause or Cancellation.  Upon the effective date of a pause or cancellation, Agency will cease work, cease monitoring Client’s Ad Platform accounts, and remove Agency’s access from those accounts within a commercially reasonable period not to exceed ten (10) business days. Client is solely responsible for the ongoing management, monitoring, pausing and funding of any campaigns that remain live after that date, and for all Media Spend incurred by those campaigns.

5.6  Suspension and Termination by Agency.  Agency may suspend or terminate the Subscription:

(a)  immediately, for non-payment, chargeback, breach of Section 4, unlawful or deceptive advertising, violation of Ad Platform policies, abusive or harassing conduct toward Agency personnel or Design Agents, or Client’s insolvency, assignment for the benefit of creditors, or filing of a petition in bankruptcy;

(b)  for any other material breach that remains uncured ten (10) days after written notice; or

(c)  for convenience, upon thirty (30) days’ prior written notice, in which case Agency will refund the pro-rata portion of the Subscription Fee attributable to the unused balance of the then-current Subscription Month. Such refund is Client’s sole and exclusive remedy for a termination for convenience by Agency.

6.  MEDIA SPEND AND AD PLATFORM ACCOUNTS

6.1  Client Pays the Ad Platforms Directly.  Client is solely responsible for all Media Spend and will maintain its own billing relationship and payment method on file directly with each Ad Platform. Media Spend does not pass through Agency, is not billed by Agency, and is not included in or offset against the Subscription Fee. Agency does not front, finance, advance, hold or remit Media Spend on Client’s behalf.

6.2  Account Ownership.  Client owns and controls its Ad Platform accounts, billing profiles, conversion tracking properties and associated data. Agency operates within those accounts solely under delegated access granted by Client.

6.3  Budget Authority and Overspend.  Agency may set, adjust and reallocate bids and budgets within the parameters Client establishes in writing. Client is solely responsible for setting, monitoring and enforcing its own spend caps, daily and monthly budget limits, and billing thresholds within each Ad Platform. Agency is not liable for Media Spend, overspend, budget pacing variances, automated bidding fluctuations, Ad Platform billing errors, currency conversion, or spend resulting from Ad Platform automation or recommendations, except to the extent directly caused by Agency’s gross negligence or willful misconduct.

6.4  Access.  Client will grant and maintain the administrative access, credentials, permissions and integrations Agency reasonably requires to perform the Services, and will not revoke or restrict that access while the Subscription is active. Revocation or restriction of access may make performance impossible; it does not excuse or suspend Client’s payment obligations and does not entitle Client to any refund or credit.

6.5  Ad Platform Terms and Decisions.  Client is bound by, and solely responsible for compliance with, the terms, policies and advertising guidelines of each Ad Platform. Agency does not control and is not responsible for any Ad Platform’s decisions or conduct, including ad disapprovals, account limitations, suspensions or bans, policy changes, algorithm or auction changes, reporting discrepancies, tracking loss, attribution changes, data retention changes, outages, or changes to available features, targeting options or inventory.

6.6  Transition.  Upon termination, Agency will remove its access as provided in Section 5.5 and will reasonably cooperate in an orderly transition. Agency has no obligation to provide transition services beyond removal of access and delivery of Deliverables already paid for, and may condition any additional transition assistance on payment at Agency’s then-current rates.

7.  NO GUARANTEE OF RESULTS

7.1  Factors Outside Agency’s Control.  Client acknowledges that advertising outcomes depend on numerous factors outside Agency’s control, including market and competitive conditions, auction dynamics and competitor bidding, Client’s product-market fit, pricing, offer, brand strength, sales process and follow-up, website and landing page performance, product availability, seasonality, budget level, Ad Platform algorithms and policy changes, third-party tracking and privacy restrictions, and the accuracy of Client Content and Client Data.

7.2  No Performance Guarantee.  AGENCY MAKES NO REPRESENTATION, WARRANTY, GUARANTEE OR PROMISE OF ANY PARTICULAR RESULT, AND SPECIFICALLY DISCLAIMS ANY GUARANTEE AS TO IMPRESSIONS, CLICKS, CLICK-THROUGH RATE, COST PER CLICK, COST PER ACQUISITION, CONVERSION RATE, LEAD OR DEMO VOLUME, LEAD QUALITY, MQL OR SQL VOLUME, PIPELINE, RETURN ON AD SPEND, REVENUE, TRIAL OR SIGN-UP VOLUME, RETENTION, RANKING, MARKET SHARE, OR ANY OTHER PERFORMANCE OUTCOME.

7.3  Forecasts Are Estimates.  Any forecast, projection, model, benchmark, target, pro forma or historical result shared by Agency whether before or during the term is illustrative only, is based on assumptions that may not hold, does not constitute a representation, warranty or guarantee, and is not a condition of Client’s payment obligations.

7.4  What Client Is Paying For.  Client acknowledges and agrees that the Subscription Fee purchases Agency’s professional services, capacity and availability, and not any specific outcome. Failure to achieve any particular result is not a breach of this Agreement and is not grounds for a refund, credit, offset, withholding of payment or chargeback.

8.  CLIENT RESPONSIBILITIES

Client is responsible for performing each of the following in a reasonable and timely manner:

(a)  providing and maintaining access, credentials and permissions to Ad Platform accounts, analytics, tag management, CRM and any other systems Agency reasonably requires;

(b)  funding Media Spend and maintaining valid billing directly with each Ad Platform;

(c)  providing Client Content in a form suitable for use without further preparation, and ensuring that all Client Content, offers, claims, testimonials, comparisons, pricing, guarantees and disclosures are accurate, substantiated, lawful, non-infringing and compliant with the standards and regulations applicable to Client’s industry;

(d)  final proofreading and approval of all Deliverables before publication; where Client has approved a Deliverable and an error such as a typographical error, misspelling, incorrect price or incorrect URL remains, Client bears the cost and consequences of correcting it, including any Media Spend;

(e)  maintaining functioning websites, landing pages, forms, checkout flows, tracking tags and conversion measurement;

(f)  designating an authorized representative with the authority to give approvals and direction, and coordinating decision-making with any other party on Client’s side;

(g)  responding to Agency’s requests for information, clarification and approval within a reasonable time; and

(h)  maintaining its own privacy policy, cookie and consent mechanisms, and all legally required disclosures, and complying with all laws applicable to Client’s business and advertising, including consumer protection, advertising, telemarketing and privacy laws.

9.  DATA, PRIVACY AND SECURITY

9.1  Use of Client Data.  Agency will access and process Client Data solely as necessary to perform the Services and as otherwise permitted by this Agreement.

9.2  Client’s Role.  As between the parties, Client is the controller of, and is responsible for, all personal information involved in the Services. Client represents and warrants that it has provided all required notices and obtained all required consents and lawful bases for the collection, use, sharing and advertising uses of such information, including any customer lists, audience lists, hashed identifiers, offline conversion data or first-party data Client uploads or directs Agency to upload to any Ad Platform. Client is responsible for responding to data subject requests and regulatory inquiries relating to its data.

9.3  Restricted Data.  Client will not provide to Agency, or make available in any system to which Agency has access, any protected health information, payment card data, financial account credentials, government-issued identifiers, biometric data, information concerning children, or other sensitive or special-category data, unless the parties have agreed otherwise in a separate written agreement. The Services are not designed for, and Agency makes no representation of compliance with, HIPAA, PCI-DSS, GLBA or any comparable regime.

9.4  Aggregated Data.  Agency may compile and use aggregated, de-identified performance data derived from the Services to operate, analyze and improve its services and to produce industry benchmarks, provided that such data does not identify Client or any individual and is not presented in a manner that could reasonably identify Client.

9.5  Security.  Agency will maintain commercially reasonable administrative, technical and physical safeguards appropriate to the nature of the Services. No system is completely secure, and Agency does not guarantee that Client Data will not be subject to unauthorized access, loss or alteration.

10.  INTELLECTUAL PROPERTY

10.1  Client Content.  Client retains all right, title and interest in Client Content and Client Data. Client grants Agency a non-exclusive, worldwide, royalty-free license to use, reproduce, modify and display Client Content and Client Trademarks during the term solely as necessary to perform the Services and as permitted by Section 10.7.

10.2  Assignment of Final Deliverables.  Conditioned upon Agency’s receipt of payment in full of all amounts due under this Agreement and upon Client not being in breach, Agency assigns to Client all right, title and interest, including copyright, in and to the Final Deliverables — specifically, the final ad copy, final ad graphics and campaign configurations as implemented in Client’s Ad Platform accounts. Until payment in full is received, Client acquires no ownership or license in any Deliverable, and Agency may withhold delivery, pause campaigns or suspend performance.

10.3  Agency Materials.  Agency retains sole and exclusive ownership of all Agency Materials. Nothing in this Agreement transfers any right, title or interest in Agency Materials. To the extent any Agency Materials are embedded in or necessary to use a Final Deliverable, Agency grants Client a non-exclusive, non-transferable, perpetual, royalty-free license to use those Agency Materials solely as incorporated in and as part of that Final Deliverable. Client may not extract, separately license, sublicense, resell, distribute or commercialize Agency Materials apart from the Final Deliverables, and may not use Agency Materials to provide services to third parties.

10.4  Preliminary and Unused Work.  All concepts, drafts, alternate versions, unused ad variants, working files, research and preliminary materials that do not form part of the Final Deliverables remain the exclusive property of Agency. Agency has no obligation to deliver working files or source files.

10.5  Third Party Materials.  Third Party Materials are licensed, not sold, and are subject to the terms of the originating license. Client is responsible for compliance with those terms and for any ongoing, renewal, extended-use or expanded-scope license fees.

10.6  Feedback.  Agency may freely use, without restriction or compensation, any suggestions, ideas or feedback Client provides regarding Agency’s services, processes or offerings.

10.7  Portfolio and Promotion.  Agency may reproduce, publish and display the Deliverables and describe its work for Client in Agency’s portfolio, website, case studies, proposals, presentations, social media, award submissions and other promotional materials, and may identify Client by name and use Client’s Trademarks for that purpose. Agency will not disclose Client’s Confidential Information, and will not publish specific revenue, pipeline or spend figures, without Client’s prior written approval. Client may opt out of the promotional uses described in this Section by written notice to Agency at any time, effective prospectively.

11.  CONFIDENTIAL INFORMATION

11.1  Obligations.  Each party may receive confidential or proprietary technical, strategic and business information of the other party (“Confidential Information”). Each party will hold the other’s Confidential Information in strict confidence, will not disclose it to any third party other than to its personnel and Design Agents who have a need to know and are bound by comparable obligations, and will not use it except as necessary to perform or receive the Services.

11.2  Exclusions.  Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was rightfully known to the receiving party without restriction before disclosure, is rightfully received from a third party without an obligation of confidentiality, or is independently developed without use of or reference to the disclosing party’s Confidential Information.

11.3  Compelled Disclosure.  A party may disclose Confidential Information to the extent required by law, subpoena or governmental authority, provided it gives the other party prompt notice where legally permitted and reasonably cooperates in any effort to limit or protect the disclosure.

11.4  Duration.  These obligations survive for three (3) years after termination of this Agreement, and indefinitely with respect to any information constituting a trade secret under applicable law.

12.  RELATIONSHIP OF THE PARTIES

12.1  Independent Contractor.  Agency is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, franchise, fiduciary, employment or agency relationship between the parties, and neither party is authorized to bind the other. Agency is responsible for its own taxes, insurance and personnel.

12.2  No Media Fiduciary.  Agency does not act as Client’s agent for the purchase of media, does not hold funds for Client, and assumes no liability to any Ad Platform or media vendor for Client’s Media Spend or unpaid balances.

13.  WARRANTIES AND REPRESENTATIONS

13.1  Mutual.  Each party represents and warrants that it has the full right, power and authority to enter into and perform this Agreement, and that the individual accepting this Agreement on its behalf is authorized to bind it.

13.2  By Client.  Client represents, warrants and covenants that (a) it owns or has full authority to permit the use of all Client Content and Trademarks provided to Agency; (b) Client Content is accurate, lawful, substantiated, conforms to the standards of Client’s industry, and does not infringe or violate the rights of any third party; (c) it will comply with the terms of any license governing Third Party Materials; (d) it will comply with all laws, regulations and Ad Platform policies applicable to the Services, the Deliverables and Client’s advertising; and (e) it will not use the Services or Deliverables in connection with any unlawful, deceptive, fraudulent or prohibited product, service, claim or practice.

13.3  By Agency.  Agency represents, warrants and covenants that (a) it will perform the Services in a professional and workmanlike manner and in accordance with reasonable professional standards for comparable services; (b) except for Third Party Materials and Client Content, the Final Deliverables will be the original work of Agency or its Design Agents; (c) where Final Deliverables include work of Design Agents, Agency has obtained rights sufficient to grant the rights provided in Section 10; and (d) to Agency’s knowledge, the Final Deliverables do not infringe the rights of any third party. Agency’s warranties are void with respect to any Deliverable that Client or a third party modifies, or that is used outside the scope contemplated by this Agreement.

13.4  Disclaimer.  EXCEPT AS EXPRESSLY STATED IN THIS SECTION 13, THE SERVICES AND ALL DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” AGENCY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, AND DISCLAIMS ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR WILL COMPLY WITH ANY LAW, REGULATION OR AD PLATFORM POLICY APPLICABLE TO CLIENT’S BUSINESS. SECTION 7 APPLIES IN FULL.

14.  INDEMNIFICATION

14.1  By Client.  Client will indemnify, defend and hold harmless Agency, its members, officers, employees, contractors, Design Agents and affiliates from and against any and all claims, demands, actions, damages, liabilities, penalties, costs, losses and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Client Content, including any claim, offer, comparison, testimonial or representation made therein; (b) Client’s products, services, business practices, websites, landing pages or sales process; (c) Client’s data collection, tracking, targeting or privacy practices; (d) Client’s breach of this Agreement or of any Ad Platform’s terms or policies; (e) Client’s violation of any law or regulation; (f) any modification of, or use of, Deliverables outside the scope contemplated by this Agreement; (g) unpaid Media Spend or amounts owed to any Ad Platform or vendor; and (h) campaigns that remain live after termination.

14.2  By Agency.  Subject to the limitations in Section 15, Agency will indemnify, defend and hold harmless Client from and against third-party claims arising out of Agency’s breach of its representations and warranties in Section 13.3, including a claim that the Final Deliverables, as delivered by Agency, infringe a third party’s intellectual property rights. This obligation does not apply to any claim arising from Client Content, Third Party Materials, Client’s instructions, modifications not made by Agency, use outside the scope of this Agreement, or Client’s combination of the Deliverables with other materials.

14.3  Procedure.  The indemnified party will promptly notify the indemnifying party in writing of the claim, the indemnifying party will have sole control of the defense and related settlement negotiations, and the indemnified party will provide reasonable assistance, information and authority at the indemnifying party’s expense. Failure to give prompt notice relieves the indemnifying party of its obligations to the extent it is prejudiced.

14.4  Settlement.  Neither party may enter into any settlement that imposes liability, an admission of fault, or a non-monetary obligation on the other party without that party’s prior written consent.

15.  LIMITATION OF LIABILITY

15.1  Exclusion of Damages.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST PIPELINE, LOST BUSINESS OPPORTUNITY, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOSS OF DATA, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

15.2  Cap.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, AGENCY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE SERVICES, REGARDLESS OF THE FORM OF ACTION AND WHETHER IN CONTRACT, TORT, STATUTE OR OTHERWISE, WILL NOT EXCEED THE TOTAL SUBSCRIPTION FEES ACTUALLY PAID BY CLIENT TO AGENCY DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

15.3  Media Spend Excluded.  AGENCY WILL HAVE NO LIABILITY FOR MEDIA SPEND OF ANY KIND, INCLUDING SPEND ALLEGED TO BE WASTED, MISALLOCATED, INEFFECTIVE, EXCESSIVE OR ATTRIBUTABLE TO ERROR, AND MEDIA SPEND IS EXCLUDED FROM THE CALCULATION OF ANY DAMAGES UNDER THIS AGREEMENT.

15.4  Exceptions.  Nothing in this Section limits Client’s obligation to pay amounts due, either party’s indemnification obligations under Section 14, or either party’s liability for fraud, willful misconduct, or any other liability that may not be limited under applicable law.

15.5  Allocation of Risk.  The parties agree that the limitations in this Section, together with Sections 4.5, 7 and 13.4, reflect a deliberate and reasonable allocation of risk, form an essential basis of the bargain, and are reflected in the Subscription Fee. Absent these limitations, the Subscription Fee would be materially higher.

15.6  Limitations Period.  Any claim arising out of or relating to this Agreement must be brought within one (1) year after the claim accrues, or it is permanently barred, except where a shorter or longer period is required by law.

16.  TERM AND TERMINATION

16.1  Term.  This Agreement commences on the Effective Date and continues on a month-to-month basis, automatically renewing for successive Subscription Months, until paused or canceled under Section 5 or otherwise terminated as provided in this Agreement. There is no minimum commitment beyond the then-current Subscription Month.

16.2  Termination for Cause.  Either party may terminate this Agreement if the other party materially breaches it and fails to cure within ten (10) days after written notice, or immediately if the other party becomes insolvent, makes an assignment for the benefit of creditors, or has a bankruptcy petition filed by or against it.

16.3  Effect of Termination.  Upon termination, all amounts accrued through the effective date of termination become immediately due, Sections 4.5 and 5.5 apply, and each party will, at the other’s written request, return or destroy the other’s Confidential Information, except for copies retained in routine backups or as required by law.

16.4  Survival.  Sections 1, 4 (with respect to amounts accrued), 4.5, 5.5, 6.1, 6.3, 6.5, 7, 9, 10, 11, 12, 13.4, 14, 15, 16.3, 16.4 and 17 survive termination or expiration of this Agreement.

17.  GENERAL

17.1  Electronic Acceptance.  Client may accept this Agreement by clicking to accept, by submitting payment, or by signing electronically or manually. Each method has the same legal effect. The parties consent to the use of electronic records and electronic signatures, and agree that an electronic acceptance record maintained by Agency or its payment processor is admissible evidence of Client’s assent.

17.2  Modification of this Agreement.  Agency may modify this Agreement upon thirty (30) days’ prior written notice to Client, with the modified terms taking effect at the start of the next Subscription Month following the notice period. Client’s continued use of the Services after that date constitutes acceptance. If Client does not accept the modified terms, Client’s sole remedy is to cancel under Section 5. Any other modification must be in writing and agreed to by both parties, except that Agency’s invoices may include, and Client will pay, costs Client authorizes by electronic mail.

17.3  Notices.  Legal notices to Agency must be sent to Digital Boulevard, LLC, 12848 Queensbury Lane, Suite 208, Houston, Texas 77024, with a copy by email to [legal@digitalblvd.co]. Requests to pause or cancel under Section 5, and all other operational notices, may be sent by email to [support@digitalblvd.co] or submitted through Agency’s designated intake channel. Notices to Client will be sent to the email address on Client’s account, and Client is responsible for keeping that address current. Notice by email is effective on transmission absent a bounce or delivery failure.

17.4  Assignment.  Neither party may assign or transfer this Agreement, in whole or in part, without the other party’s prior written consent, except that either party may assign this Agreement without consent in connection with a merger, reorganization, or sale of all or substantially all of its assets or of the business to which this Agreement relates. Any attempted assignment in violation of this Section is void. This Agreement binds and benefits the parties and their permitted successors and assigns.

17.5  Force Majeure.  Neither party is in breach for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including fire, flood, hurricane, severe weather, earthquake, epidemic or pandemic, labor dispute, act of war or terrorism, civil disturbance, power or telecommunications failure, internet or Ad Platform outage, death, illness or incapacity of key personnel, or governmental order or regulation. The affected party will give prompt notice and use reasonable efforts to resume performance.

17.6  Governing Law.  This Agreement is governed by and construed in accordance with the laws of the State of Texas and the United States, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

17.7  Dispute Resolution; Binding Arbitration; Class Action Waiver.  The parties will first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through direct negotiation between representatives with authority to settle, for a period of thirty (30) days after written notice of the dispute. If the dispute is not resolved, it will be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Harris County, Texas, and conducted in English. Judgment on the award may be entered in any court of competent jurisdiction. The prevailing party is entitled to recover its reasonable attorneys’ fees and costs, including arbitration fees. THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT ALL DISPUTES WILL BE ARBITRATED ON AN INDIVIDUAL BASIS ONLY; NEITHER PARTY MAY BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. Notwithstanding the foregoing, either party may (a) bring an individual action in small claims court, and (b) seek temporary or permanent injunctive or other equitable relief in the state or federal courts located in Harris County, Texas, to protect its intellectual property or Confidential Information, and the parties consent to the exclusive jurisdiction and venue of those courts for that purpose and waive any objection to venue or inconvenient forum.

17.8  Severability.  Each provision of this Agreement will be interpreted so as to be effective and valid under applicable law. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, severed, and the remainder of this Agreement will remain in full force and effect.

17.9  No Waiver.  No failure or delay in exercising any right operates as a waiver, and no waiver of any breach constitutes a waiver of any other or continuing breach. Waivers must be in writing to be effective.

17.10  Interpretation.  “Including” means “including without limitation.” Headings are for convenience only and do not affect interpretation. This Agreement will not be construed against either party as drafter.

17.11  Third-Party Beneficiaries.  This Agreement is for the benefit of the parties only and confers no rights on any third party, including any Ad Platform.

17.12  Entire Agreement.  This Agreement constitutes the entire understanding between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals, representations, understandings and discussions, whether written or oral. Any purchase order, vendor terms, portal terms or other document issued by Client is of no force or effect, and any additional or conflicting terms in such a document are rejected, even if Agency signs or acknowledges it.

17.13  Counterparts.  This Agreement may be executed in counterparts, each of which is an original and all of which together constitute one instrument. Electronic and scanned signatures have the same effect as originals.

ACCEPTANCE

By subscribing to Digital Boulevard’s Turnpike growth marketing service, submitting payment, or signing below, the parties agree to all of the terms and conditions of this Agreement, and each signatory represents that it has full authority to bind its respective party.

AGENCY:

Digital Boulevard, LLC

12848 Queensbury Lane, Suite 208, Houston, Texas 77024