Paid Social Media Services Agreement & Terms of Service

"Agreement" means this Paid Social Media Services Agreement and Terms of Service, including all exhibits, addenda, order forms, and Co-Op program documents incorporated herein by reference.

"Ad Spend" means any funds paid by Client and allocated to Meta or any Platform for the purpose of purchasing advertising inventory.

"Campaign" means any individual or collective set of paid advertising activities managed by Agency on Client's behalf.

"Client," "You," or "Your" means the individual or business entity that completes an online order and engages Agency for services.

"Co-Op Program" means an advertising co-operative in which multiple clients pool funds for collective paid social media campaigns managed by Agency.

"Confidential Information" means any non-public business, technical, financial, or operational information disclosed by one party to the other in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

"Deliverables" means any creative assets, ad copy, campaign reports, strategy documents, or other work product produced by Agency for Client.

"Lead" means a consumer record — including name, contact information, and other self-reported data — generated through a Meta advertising form, landing page, or other digital lead capture mechanism operated in connection with a Campaign.

"Management Fees" means the fees charged by Agency for campaign management, strategy, setup, optimization, reporting, and related services, exclusive of Ad Spend.

"Meta" means Meta Platforms, Inc. and its platforms, including Facebook and Instagram.

"Order Confirmation" means the written confirmation issued by Agency's online order system upon successful completion of an online order and payment.

"Platform" means Meta's Facebook and Instagram advertising systems, and any other digital advertising platform expressly agreed to in writing by Agency.

"Services" has the meaning set forth in Article 2.

2.1 Scope of Services. Agency provides digital marketing and paid social media advertising management services, which may include: campaign strategy and planning; ad creative development and copywriting; audience research and targeting; campaign setup, launch, and management; bid management and budget optimization; performance reporting and analytics; Co-Op advertising program administration; media buying and traffic services; lead generation campaign management; and access to campaign hubs, proprietary downloads, and training materials (collectively, "Services").

2.2 Exclusive Platform. Unless Agency expressly agrees otherwise in a signed written addendum, ALL advertising purchased through Agency is placed exclusively on Meta platforms (Facebook and Instagram). Agency does not represent or warrant that advertising will be placed on any other platform without such written agreement.

2.3 Agency Discretion. Agency retains sole and absolute discretion over all aspects of campaign structure, creative approach, audience selection, pacing, bid strategy, delivery, and execution, subject to Client's approved budget and any written creative briefs agreed upon by the parties. Agency's exercise of professional judgment in campaign management shall not constitute a breach of this Agreement.

2.4 Agency Independence. Agency acts as an independent contractor and advertising manager. Agency is not affiliated with, employed by, endorsed by, or acting as a legal representative of Meta Platforms, Inc. or any other Platform.

2.5 Meta's Ultimate Control. CLIENT EXPRESSLY ACKNOWLEDGES AND AGREES THAT META PLATFORMS, INC. EXERCISES ULTIMATE AND ABSOLUTE CONTROL OVER ALL ASPECTS OF AD DELIVERY, APPROVAL, DISAPPROVAL, REACH, TARGETING, ALGORITHM-DRIVEN DISTRIBUTION, ACCOUNT STATUS, AND ALL ADVERTISING OUTCOMES ON FACEBOOK AND INSTAGRAM. Agency has no ability to override, circumvent, predict, or guarantee any outcome driven by Meta's proprietary systems, auction mechanisms, content review processes, or policy enforcement decisions.

3.1 Online Orders Only. ALL service engagements, purchases, Ad Spend commitments, Co-Op program enrollments, and any other transactions with Agency must be initiated and completed exclusively through Agency's official online order system accessible at LeadPower.net or LeadPower.Agency.

3.2 No Phone Orders. Agency does not accept, process, or honor orders placed by telephone, voicemail, SMS, or any verbal communication. No verbal representation, phone conversation, or oral statement made by any Agency representative shall constitute a binding commitment, order, or contractual obligation of any kind.

3.3 No Auto-Ship Programs. Agency does not offer, operate, or honor any automatic shipment, auto-fulfillment, or auto-delivery programs.

3.4 No Subscription or Recurring Billing. Agency does not offer subscription-based billing or auto-renewing payment plans of any kind.

3.5 No Implied Agreements. No order, commitment, or service obligation shall be implied from email correspondence, social media communications, text messages, phone calls, in-person conversations, proposals, or any medium other than a completed online order with Order Confirmation.

3.6 Order Confirmation Required. An order is binding only upon Client's receipt of an official written Order Confirmation from Agency's online system.

3.7 Authorized Purchaser. By completing an online order, Client represents and warrants that they are at least eighteen (18) years of age, legally authorized to enter into binding contracts, and — if purchasing on behalf of a business entity — duly authorized to bind that entity to this Agreement.

4.1 Program Overview. Agency may offer advertising co-operative programs in which multiple clients pool advertising budgets to collectively fund and run paid social media campaigns.

4.2 Online Enrollment Only. Participation in any Co-Op Program must be initiated and completed exclusively through Agency's online order system.

4.3 Commingled Funds. Client acknowledges that their Co-Op contribution is commingled with other participants' funds into a collective advertising budget. Once deployed, Co-Op funds cannot be individually tracked, isolated, recovered, or refunded under any circumstances.

4.4 No Exclusivity. Participation in a Co-Op Program does not grant Client any exclusive rights to any geographic area, audience segment, or niche unless expressly stated in a written Co-Op addendum signed by an authorized officer of Direct Internet Media, Inc.

4.5 Agency Discretion Over Co-Op Campaigns. Agency retains full discretion over the allocation, distribution, management, optimization, pacing, creative direction, and targeting of all Co-Op advertising budgets.

4.6 No Guarantee of Co-Op Results. AGENCY MAKES NO GUARANTEE, WARRANTY, OR REPRESENTATION OF ANY KIND REGARDING THE RESULTS, OUTCOMES, LEAD VOLUME, LEAD QUALITY, OR PERFORMANCE OF ANY CO-OP ADVERTISING CAMPAIGN.

4.7 No Refunds on Co-Op Contributions. ALL CO-OP CONTRIBUTIONS AND PARTICIPATION FEES ARE FINAL AND NON-REFUNDABLE upon receipt.

4.8 No Mid-Cycle Withdrawal. Client may not withdraw from a Co-Op Program once a campaign cycle has commenced.

4.9 Affiliate and Referral Commissions. LeadPower.net / Direct Internet Media, Inc. expressly reserves the right to pay referral commissions, affiliate fees, finder's fees, or other compensation to any Referring Party that introduces a Co-Op Program participant or campaign. Referral commissions are built into and funded from the total cost of the media and campaign budget and will be reflected inclusively in final campaign reports.

4.10 Participant Conduct. Agency may immediately remove any participant from a Co-Op program without refund if their content, instructions, or conduct violates any law, Platform policy, or Agency's standards.

5.1 Absolute Disclaimer of Results. AGENCY MAKES NO GUARANTEES, WARRANTIES, REPRESENTATIONS, OR PROMISES OF ANY KIND — EXPRESS OR IMPLIED — REGARDING: lead volume, lead quality, clicks, impressions, conversions, or sales; return on ad spend (ROAS), return on investment (ROI), or cost-per-result metrics; revenue, profit, income, or business growth of any kind; ad or account approval, account longevity, or Meta compliance outcomes; audience reach, engagement rates, or algorithmic delivery; the performance, suitability, or fitness of any Campaign for Client's particular business purpose; or any specific business outcome whatsoever.

5.2 Nature of Digital Advertising. Paid social media advertising is speculative and results-variable by nature. Market conditions, Meta algorithm changes, audience behavior, competitive landscape, ad fatigue, creative performance, and countless other factors beyond Agency's control directly and materially impact campaign performance.

5.3 No Implied Warranty. Agency expressly disclaims all implied warranties, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, and course of dealing. All Services are provided on an "AS IS" and "AS AVAILABLE" basis.

5.4 Full Assumption of Risk. CLIENT EXPRESSLY, KNOWINGLY, AND IRREVOCABLY ASSUMES ALL RISK ASSOCIATED WITH THE PURCHASE AND USE OF AGENCY'S SERVICES, INCLUDING BUT NOT LIMITED TO: total financial loss of Management Fees and Ad Spend; loss of Co-Op contributions; ad account bans, restrictions, or suspensions; algorithm changes; damage to brand reputation; technical outages; and underperformance or non-delivery of any Campaign.

5.5 Informed Purchaser Representation. By placing an online order, Client represents and warrants that they have read and understood this Agreement in full, independently evaluated the speculative nature of paid digital advertising, had the opportunity to consult advisors, and voluntarily made the purchase with full awareness of the risk of total financial loss.

6.1 Nature of Leads. Leads generated through Agency-managed campaigns are sourced from Meta advertising forms, landing pages, or other digital lead capture mechanisms. All lead information is self-reported by prospects. Agency makes no representation or warranty as to lead accuracy, completeness, intent, quality, exclusivity, or buyer readiness.

6.2 No Lead Guarantee. Agency does not guarantee any minimum number of leads, lead delivery timeline, or lead-to-sale conversion rate.

6.3 Client's Data Obligations. Client is solely responsible for the lawful collection, storage, processing, use, and follow-up of all lead data received. Client agrees to comply with all applicable federal, state, and international privacy and data protection laws, including the CAN-SPAM Act, TCPA, CCPA/CPRA, and GDPR to the extent applicable.

6.4 Privacy Policy Requirement. Client warrants that it maintains a publicly accessible, legally compliant privacy policy governing its collection and use of consumer data.

6.5 Data Security. Client agrees to implement and maintain reasonable and appropriate technical and organizational security measures to protect lead data.

6.6 Agency Data Use. Agency may collect, store, and process aggregated and anonymized campaign performance data for internal business purposes without restriction. Agency will not sell Client's individually identifiable business data to unaffiliated third parties without Client's consent.

7.1 Client Obligations. Client agrees to: place all orders exclusively through Agency's official online order system; provide accurate, complete, and truthful business information, creative assets, brand guidelines, and account access; ensure all products, services, offers, and claims comply with applicable laws and Meta's advertising policies; maintain a valid payment method; respond to Agency communications promptly; and not engage in click fraud or any activity violating Meta's terms or applicable law.

7.2 Client Warranties. Client represents and warrants that it has full legal authority to advertise the products and services submitted for campaign use; all advertising content, claims, and materials are accurate, lawful, and non-deceptive; Client's business complies with all applicable laws; and Client is not subject to any regulatory order restricting its advertising activities.

7.3 Compliance Sole Responsibility. Client bears sole and exclusive responsibility for ensuring its business operations, advertising content, and data practices comply with all applicable laws, regulations, and Platform policies. Agency reserves the right to immediately suspend or terminate Services without refund if Client's business, content, or instructions are determined to violate any law, regulation, or Platform policy.

8.1 Management Fees. Client agrees to pay Agency the Management Fees specified in the applicable online order at the time of purchase. Management Fees are earned by Agency upon engagement and are not contingent upon campaign performance or any particular outcome.

8.2 Ad Spend. Ad Spend is separate from and in addition to Management Fees unless expressly stated otherwise in a written addendum.

8.3 Custom Audience Usage Fee. When Agency deploys any proprietary custom audience or audience data asset owned or licensed by LeadPower.Agency in connection with a Campaign, an additional Custom Audience Usage Fee of at least ten percent (10%) of the total Campaign budget shall apply. Custom Audience assets are the exclusive proprietary intellectual property of Direct Internet Media, Inc. / LeadPower.Agency. No right, title, interest, or license is transferred to Client.

8.4 Online Payment Only. All payments must be made through Agency's online payment system at the time of order. Agency does not accept phone-in payments, mailed checks, wire transfers, or cryptocurrency unless expressly authorized in writing by an officer of Direct Internet Media, Inc.

8.5 Non-Payment and Suspension. Agency reserves the right to immediately suspend all Services upon non-payment of any amount due without notice and without liability.

8.6 Late Fees. Amounts unpaid beyond the due date shall accrue interest at the rate of 1.5% per month (18% per annum) or the maximum rate permitted by applicable law, whichever is less.

8.7 Collection Costs. In the event Agency must engage a collection agency or legal counsel to collect any overdue amounts, Client agrees to pay all reasonable collection costs, attorney's fees, and court costs in addition to the principal amount owed.

8.8 Taxes. Client is solely responsible for all applicable sales, use, VAT, or other taxes arising from services rendered under this Agreement.

9.1 All Sales Final. ALL PAYMENTS MADE TO AGENCY — INCLUDING MANAGEMENT FEES, AD SPEND, CO-OP CONTRIBUTIONS, SETUP FEES, MEDIA BUYING FEES, LEAD GENERATION FEES, AND ALL OTHER AMOUNTS — ARE FINAL, NON-REFUNDABLE, AND NON-TRANSFERABLE UPON RECEIPT. No refunds will be issued under any circumstances.

9.2 Immediate Commencement of Services. Client acknowledges that Services, including campaign planning, setup, creative development, and platform activities, begin immediately upon receipt of payment. There is no cancellation or cooling-off period.

9.3 Chargeback Prohibition and Consequences. Client expressly and irrevocably waives any right to initiate a chargeback, payment reversal, or payment dispute with their credit card issuer, bank, or any financial institution with respect to any payment made to Agency. Initiating any such chargeback or dispute constitutes a material breach of this Agreement.

9.4 No Credits or Make-Goods. Agency does not issue service credits, campaign credits, partial refunds, or make-good arrangements of any kind unless explicitly agreed upon in a separate written instrument signed by an authorized officer of Direct Internet Media, Inc.

10.1 Agency Property. All systems, methodologies, processes, software, tools, frameworks, training materials, ad copy, creative assets, campaign strategies, reports, and Deliverables created or used by Agency are and shall remain the sole and exclusive intellectual property of Direct Internet Media, Inc.

10.2 Limited License to Deliverables. Upon receipt of full payment, Agency grants Client a limited, non-exclusive, non-transferable, non-sublicensable license to use Deliverables solely for Client's own internal business purposes.

10.3 No Resale or Redistribution. Client may not resell, share, sublicense, publish, or redistribute any Agency materials, systems, ad copy, creative assets, training content, processes, or software to any third party under any circumstances.

10.4 Client Content License. Client grants Agency a non-exclusive, royalty-free, worldwide license to use, reproduce, modify, and display Client's trademarks, logos, brand assets, images, and content solely as necessary to perform the Services during the term of this Agreement.

10.5 Feedback. Any feedback, suggestions, or ideas Client provides to Agency regarding the Services may be used by Agency freely and without restriction, compensation, or attribution.

11.1 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AGENCY'S TOTAL CUMULATIVE LIABILITY TO CLIENT FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE TOTAL MANAGEMENT FEES ACTUALLY PAID BY CLIENT TO AGENCY IN THE THIRTY (30) CALENDAR DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE. AD SPEND AND CO-OP CONTRIBUTIONS ARE EXPRESSLY EXCLUDED FROM ANY LIABILITY CALCULATION.

11.2 Exclusion of Consequential Damages. IN NO EVENT SHALL AGENCY, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, OR LOSS OF DATA.

11.3 Essential Basis. CLIENT ACKNOWLEDGES THAT THE LIMITATIONS OF LIABILITY IN THIS ARTICLE REFLECT A REASONABLE ALLOCATION OF RISK AND ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

11.4 Force Majeure. Agency shall not be liable for any delay, interruption, or failure in performance caused by circumstances beyond Agency's reasonable control, including Meta platform outages, algorithm changes, policy enforcement actions, acts of God, governmental actions, internet infrastructure failures, labor disputes, pandemic, or any other event outside Agency's direct control.

11.5 Meta Actions. Agency shall bear no liability whatsoever for any action taken by Meta, including ad disapproval, campaign suspension, account termination, policy changes, targeting restrictions, or any modification to Meta's advertising systems or algorithms.

12.1 Client's Indemnification Obligation. Client agrees to defend, indemnify, and hold harmless Direct Internet Media, Inc., LeadPower.net, LeadPower.Agency, and their respective officers, directors, shareholders, employees, contractors, successors, and assigns from and against any and all third-party claims arising out of or relating to: Client's breach of any representation, warranty, or obligation under this Agreement; Client's products, services, business operations, or advertising content; Client's violation of any applicable law, regulation, or Platform policy; Client's collection, handling, storage, or use of lead data; any claim by a third party arising from Client's advertising campaigns; or any chargeback or payment dispute initiated by Client in breach of Article 9.

12.2 Indemnification Procedure. Agency will promptly notify Client of any claim subject to indemnification. Client shall have the right to assume control of the defense with counsel reasonably acceptable to Agency. Client may not settle any claim that imposes any obligation or liability on Agency without Agency's prior written consent.

13.1 Mutual Confidentiality. Each party agrees to hold the other's Confidential Information in strict confidence and not to disclose it to any third party without prior written consent.

13.2 Exclusions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known prior to disclosure; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law or court order.

13.3 Survival. Confidentiality obligations survive termination or expiration of this Agreement for a period of three (3) years.

14.1 Term. This Agreement commences upon Client's completion of an online order and receipt of Order Confirmation and continues for the service term specified in the applicable order, or until completion of the purchased service if no term is specified.

14.2 Termination by Client. Client may terminate ongoing services upon thirty (30) days' prior written notice. All Management Fees and other amounts due through the end of the notice period remain payable. No refunds shall be issued for any amounts previously paid.

14.3 Termination by Agency. Agency may terminate this Agreement immediately upon written notice if: Client fails to pay any amount when due; Client breaches any provision and fails to cure within five (5) business days; Client engages in fraudulent, illegal, or harmful conduct; or Client initiates a chargeback or payment dispute in violation of Article 9.

14.4 Effect of Termination. Upon termination: all Services cease; all outstanding fees become immediately due and payable; all licenses granted to Client terminate; and each party returns or destroys the other's Confidential Information upon request.

14.5 Survival. The following provisions survive termination or expiration of this Agreement: Article 1, Article 5, Article 6.3–6.5, Article 9, Article 10.1–10.3, Article 11, Article 12, Article 13, Article 15, Article 16, and all other provisions that by their nature should survive.

15.1 Informal Resolution. Before initiating arbitration, the parties agree to attempt to resolve any dispute informally by providing written notice and negotiating in good faith for thirty (30) days.

15.2 Mandatory Binding Arbitration. IF INFORMAL RESOLUTION FAILS, ANY AND ALL DISPUTES, CLAIMS, OR CONTROVERSIES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES SHALL BE RESOLVED EXCLUSIVELY THROUGH FINAL AND BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION ("AAA") PURSUANT TO ITS COMMERCIAL ARBITRATION RULES THEN IN EFFECT.

15.3 Class Action Waiver. CLIENT IRREVOCABLY AND EXPRESSLY WAIVES ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING OF ANY KIND AGAINST AGENCY.

15.4 Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES.

15.5 Seat of Arbitration. The seat of arbitration shall be Las Vegas, Nevada. All arbitration proceedings shall be conducted in the English language.

15.6 Injunctive Relief Exception. Either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction in Nevada without waiving the right to arbitration.

15.7 Arbitration Costs. The parties shall share arbitration filing and administrative fees equally unless the arbitrator determines that a different allocation is warranted.

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Nevada, without regard to its conflict of law principles or choice of law rules. For any dispute not subject to arbitration, the parties irrevocably consent to the exclusive personal jurisdiction and venue of the state and federal courts located in Clark County, Nevada.

17.1 Entire Agreement. This Agreement, together with all online order confirmations, Co-Op addenda, and any written amendments signed by both parties, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, warranties, agreements, and understandings, whether oral or written.

17.2 Amendments. Agency reserves the right to update or modify these Terms of Service at any time by posting the revised version on its website with an updated effective date. Continued use of Agency's services or placement of new online orders following notice of any change constitutes acceptance.

17.3 Severability. If any provision is held invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the validity of the remaining provisions shall not be affected.

17.4 No Waiver. Agency's failure or delay in exercising any right shall not operate as a waiver.

17.5 Independent Contractor. Agency is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, employment, franchise, or fiduciary relationship.

17.6 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their permitted successors and assigns.

17.7 Assignment. Client may not assign any rights or obligations without Agency's prior written consent. Agency may assign this Agreement to any affiliate, successor, or acquirer without Client's consent.

17.8 Notices. All formal legal notices must be provided in writing. Notices to Agency must be sent to the address of Direct Internet Media, Inc., Las Vegas, Nevada, via certified mail or nationally recognized overnight courier.

17.9 Electronic Acceptance. Client's completion of an online order and submission of payment constitutes a legally binding and enforceable acceptance of this Agreement pursuant to the Electronic Signatures in Global and National Commerce Act (E-SIGN Act).

17.10 Headings. Section headings are for convenience only and shall not affect the interpretation of any provision.

17.11 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.