Master Services Agreement

The Agency shall act as the Client's paid marketing partner for the platforms and markets outlined below. The Agency will provide comprehensive paid media management, creative strategy, testing, and landing page development to drive measurable growth and return on ad spend.

The Client agrees to compensate the Agency based on a hybrid model consisting of a fixed monthly retainer and a performance-based percentage of ad spend.

The Client agrees to provide the Agency with timely access to all necessary accounts, platforms, and assets required to execute the services. This includes:

• Administrative access to all advertising accounts (Google, Meta, TikTok)
• Access to analytics platforms (Google Analytics, conversion tracking, etc.)
• Brand guidelines, logos, and any existing creative assets
• Timely feedback and approvals on creative concepts and campaign strategies

The Client is solely responsible for funding all ad spend directly to the respective advertising platforms. The Agency's fees do not include the cost of media spend itself.

All budget increases and ad spend adjustments require explicit Client approval. The Agency will communicate budget recommendations and spend increase proposals via the designated WhatsApp communication channel.

The Agency shall not increase total monthly ad spend beyond the Client-approved budget without prior written confirmation from the Client via WhatsApp or email. The Client agrees to respond to budget approval requests within forty-eight (48) hours to avoid delays in campaign scaling.

All advertising accounts created or managed under this Agreement are and shall remain the sole property of the Client (Sobear Ltd). This includes all Google Ads, Meta Ads, and TikTok Ads accounts, along with all associated campaign data, audience data, conversion history, and creative assets.

Upon termination of this Agreement, the Agency will transfer full administrative access of all accounts back to the Client and remove Agency access within ten (10) business days. All historical data, campaign structures, and audience segments will remain intact and accessible to the Client.

Any proprietary tools, frameworks, methodologies, or systems developed by the Agency prior to or independent of this engagement remain the sole property of the Agency.

This Agreement covers paid media management, creative strategy, testing, and landing page development as defined in Section 1. Any work outside this scope — including but not limited to SEO, email marketing, organic social media, influencer partnerships, or additional platform management — is not included.

Should the Client request additional services beyond the defined scope, the Agency and Client will discuss requirements on a one-to-one basis as they arise. Any agreed-upon additional services will be documented in a separate addendum or statement of work with associated fees and timelines.

During the term of this Agreement and for a period of twenty-four (24) months following its termination, the Client agrees not to directly or indirectly solicit, recruit, hire, or engage any employee, contractor, or team member of the Agency who has been involved in providing services under this Agreement.

This includes, but is not limited to, media buyers, creative strategists, account managers, and any other personnel assigned to the Client's account. In the event of a breach of this clause, the Client agrees to pay the Agency a recruitment fee equal to twelve (12) months of the solicited individual's compensation as liquidated damages.

All paid media creatives, ad copy, landing page content, and campaign materials produced by the Agency will be provided to the Client for review and approval prior to deployment. The Client assumes responsibility for ensuring that all approved materials comply with applicable laws, regulations, and platform policies in their respective markets.

The Client agrees to indemnify and hold harmless the Agency from any claims, damages, losses, or liabilities arising from the use of Client-approved materials, including but not limited to intellectual property disputes, regulatory violations, or advertising platform policy enforcement actions.

The Agency agrees to indemnify and hold harmless the Client from any claims arising directly from the Agency's gross negligence or willful misconduct in the execution of services under this Agreement.

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement where such failure or delay results from circumstances beyond the reasonable control of that party. This includes, but is not limited to:

• Advertising platform outages, policy changes, or account suspensions initiated by the platform
• Regulatory changes affecting advertising in any of the target markets
• Natural disasters, pandemics, acts of government, or civil unrest
• Internet or infrastructure failures beyond either party's control

In the event of a force majeure occurrence, the affected party shall notify the other party promptly and both parties shall work in good faith to mitigate the impact and resume normal operations as soon as reasonably possible.

Both parties agree to maintain the confidentiality of any proprietary or sensitive information shared during the term of this Agreement. This includes, but is not limited to, business strategies, financial data, customer information, campaign performance data, and trade secrets.

This confidentiality obligation shall survive the termination of this Agreement for a period of two (2) years.

Both parties agree to handle all personal data and customer information in compliance with applicable data protection laws in the markets served, including but not limited to the Australian Privacy Act, New Zealand Privacy Act, UK GDPR, US state privacy laws, and Canadian PIPEDA.

The Agency will implement reasonable technical and organizational measures to protect data processed in connection with the services. Any data breach or suspected breach will be reported to the other party within seventy-two (72) hours of discovery.

The Agency's total liability under this Agreement shall not exceed the total fees paid by the Client in the three (3) months preceding any claim. The Agency shall not be liable for indirect, incidental, or consequential damages, including lost profits or revenue.

The Agency does not guarantee specific performance results, as advertising outcomes are influenced by market conditions, platform algorithms, competitive activity, and other factors outside the Agency's control. The Agency commits to applying industry best practices and continuous optimization to maximize performance.

Any dispute arising under or in connection with this Agreement shall first be addressed through good-faith negotiation between the parties. Either party must provide written notice of the dispute within thirty (30) days of becoming aware of the issue.

If the dispute cannot be resolved through negotiation within thirty (30) days of the initial written notice, either party may initiate binding arbitration. Arbitration shall be conducted in Maricopa County, Arizona, in accordance with the rules of the American Arbitration Association.

Each party shall bear its own costs and legal fees in connection with any dispute resolution proceedings, unless the arbitrator determines otherwise.

This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, United States. Both parties consent to the exclusive jurisdiction of the courts and arbitration bodies located in Maricopa County, Arizona for any proceedings arising under this Agreement.