Paid Media Management Service Agreement

This Agreement is between the client identified at checkout ("Client") and Sales Or Else LLC, 8 The Green, Ste B, Dover, DE 19901 ("Contractor").

By checking the box "I agree to the Paid Media Management Service Agreement" and completing payment, Client accepts this Agreement. The Agreement is effective on the date Client accepts it (the "Effective Date").

1. Plans

Client selects one of the following plans at checkout:

Accounts spending over $100,000/month in Meta ads add $2,000/month for each additional $100,000 in spend (see Section 4).

Client may upgrade from Ads to Ads + Landing Pages at any time by email. The new fee applies from the next billing period.

2. Services

Creative Strategy (both plans). Contractor will provide creative direction for Client's Meta (Facebook/Instagram) ads, including angles, hooks, headlines, direct response copy, and creative briefs.

Media Buying (both plans). Contractor will manage and optimize Client's Meta ad campaigns with a conversion-first approach, including account structure, targeting, budget management, scaling and ongoing optimization.

AI Creative (both plans). Contractor will produce AI-generated image and video ads for testing, based on the creative strategy.

Not included. Contractor does not produce UGC, non-AI photography, or non-AI video assets. Client will source this material based on Contractor's creative direction and briefs.

Landing Pages & CRO (Ads + Landing Pages plan only). Contractor will build and/or optimize an acquisition-focused landing page for Client's hero product, including copywriting, wireframes, design and development, and ongoing A/B testing and conversion rate optimization based on performance data.

3. Reporting

Communication happens on Slack. Contractor provides written updates asynchronously via Slack and daily reporting. These updates satisfy all reporting obligations. Recurring meetings are not required; calls may be scheduled by mutual agreement.

4. Fees and Payment

1. The monthly fee for the selected plan is charged by credit card at the start of each month of service.
2. If Client's monthly Meta ad spend exceeds $100,000, the monthly fee increases by $2,000 for each additional $100,000 in spend, or part of it (for example, $150,000 in spend adds $2,000; $250,000 adds $4,000). The increase is based on the prior month's spend and applies from the next billing period.
3. All advertising spend is paid by Client directly to Meta and is not included in the monthly fee.
4. If a payment fails and is not resolved within seven (7) days, Contractor may suspend Services until payment is received. Suspension is not a breach by Contractor.

5. 30-Day Money-Back Guarantee

The first month is risk-free. Client may cancel by email at any time before the second monthly charge, for any reason, and receive a full refund of the first month's fee. The 30-day notice period in Section 7 does not apply to this cancellation. Contractor will issue the refund within ten (10) business days, and this Agreement ends on the date of the cancellation email. The guarantee covers the first month's fee only and does not cover advertising spend.

6. Client Responsibilities

Client agrees to:

1. Provide timely access to necessary platforms (Meta Business Manager, Meta Ads Manager, Shopify, CMS).
2. Provide brand assets, product information and creative materials, including usage rights for any creator or third-party content supplied for paid ads.
3. Review and approve deliverables promptly.
4. Keep shared data and information accurate and up to date.
5. Follow Contractor's guidance on technical setup and tracking needed to perform the Services.

If Client delays access, assets or approvals, affected timelines extend accordingly and the monthly fee remains payable.

7. Term and Cancellation

1. This Agreement is month to month.
2. Either party may cancel with thirty (30) days' email notice. Cancellation takes effect at the end of the billing cycle in which the notice period ends. Fees for any month within the notice period are payable in full, except as provided in the 30-Day Money-Back Guarantee.
3. Either party may terminate immediately if the other materially breaches this Agreement and does not cure within thirty (30) days of email notice. Contractor may terminate immediately if any payment is more than thirty (30) days overdue.
4. On termination, Client will revoke Contractor's access to its systems, and Contractor will deliver all completed work once outstanding fees are paid.

8. Intellectual Property

1. Final deliverables created for Client (ad copy, creative assets, landing page files) belong to Client.
2. Contractor retains ownership of its methodologies, frameworks, processes, templates, tools and know-how. Client may use any of these only as part of the deliverables.
3. Contractor may reference the engagement, the nature of the work and results achieved in its marketing and case studies, without disclosing Client's confidential information.

9. Confidentiality

Each party will keep the other's non-public business information (including financial data, customer information, pricing and marketing plans) confidential during this Agreement and for two (2) years after, except as permitted under Section 8.3. This does not apply to information that is public, already known, independently developed, or lawfully received from a third party.

10. No Guarantee of Results; Limitation of Liability

1. Contractor does not guarantee any particular business result, including advertising performance, return on ad spend, or revenue. The 30-Day Money-Back Guarantee is Client's sole remedy for dissatisfaction during the first month.
2. Neither party is liable for indirect, incidental, special or consequential damages, including lost profits or revenue, except in cases of gross negligence or willful misconduct.
3. Contractor's total liability under this Agreement will not exceed the fees paid by Client in the three (3) months before the claim.

11. Indemnification

Client will indemnify and hold harmless Contractor from claims arising from Client's products, services, or advertising claims, including regulatory or consumer claims relating to content approved or supplied by Client.

12. General

1. Independent Contractor. Contractor is an independent contractor and controls the manner and methods of performing the Services.
2. Governing Law. This Agreement is governed by the laws of the State of Delaware. The parties will try in good faith to resolve disputes informally first. The prevailing party in any action to enforce this Agreement may recover reasonable attorneys' fees.
3. Force Majeure. Neither party is liable for delays caused by events beyond its reasonable control.
4. Assignment. Neither party may assign this Agreement without the other's written consent, except to a successor in a merger or sale of the business.
5. Severability. If any provision is unenforceable, the rest of the Agreement remains in effect.
6. Entire Agreement. This Agreement is the entire agreement between the parties and replaces any prior understanding. Changes must be agreed in writing, including by email.