A. Parties & Definitions

“Customer,” “you,” or “your” refers to the subscribing organization. “MARTEC360,” “we,” “us,” or “our” refers to MARTEC360, LLC, a Florida limited liability company. “ “Services” means MARTEC360 digital marketing management and optimization (e.g., Google Ads, Bing, Meta, LinkedIn, etc.). “Accounts” are your advertising accounts with the platforms.

B. Scope of Services

We manage and optimize paid media, which may include: (i) account and campaign audits; (ii) keyword and audience discovery; (iii) bid/budget pacing and runtime adjustments; (iv) creative and feed recommendations; (v) conversion tracking setup support; (vi) reporting in‑account; and (vii) other services agreed in writing (e.g., CRO, tagging, integrations) via SOW.

C. Access, Cooperation & Customer Responsibilities

Account Access. You will provide admin/MCC access and necessary permissions. You authorize us to implement changes needed to perform the Services.

Ownership. You are the owner of the Accounts. You authorize us to retrieve, store, and analyze account data solely to deliver the Services.

Tracking. You will facilitate configuration of conversion tracking and activation of any MARTEC360 software used.

D. Term, Renewal & Termination for Convenience

Subscription Term & Renewal. Subscriptions commence on first payment and renew month‑to‑month unless otherwise stated in an Proposal/SOW.

Notice to Terminate (Convenience). Either party may terminate with 60 days’ prior written notice before the next renewal period. If an SOW defines an Active Period for professional services, termination during that period requires 90 days’ prior written notice.

Suspension/Termination for Cause. Either party may terminate for material breach if uncured 30 days after written notice. Pro‑rata refunds apply to prepaid, unused fees for the affected, uncured period only.

E. Fees, Billing & Taxes

Management fees are due in U.S. Dollars and exclude media spend and taxes. Media charges are paid directly to platforms or reimbursed to us if we advance them (only with your prior written authorization). We may assess a $150/day late fee beginning the 6th day after the due date and may suspend Services for accounts over 60 days past due after 72‑hour and 24‑hour written demands.

F. Intellectual Property

Campaign structures, strategies, scripts, and tools provided by MARTEC360 remain MARTEC360 intellectual property; we grant you a non‑exclusive license to use them within your Accounts during the subscription. Your data and Accounts remain yours.

G. Warranties & Disclaimers

We warrant we have authority to enter this Agreement. Except as expressly stated, Services are provided “as is” and “as available.” We do not warrant uninterrupted, timely, secure, or error‑free operation or the accuracy or completeness of information accessed through the Services. (including no guarantee of rankings, placements, or specific performance results).

H. Liability Cap & Exclusions

To the maximum extent permitted by law: (i) each party’s aggregate liability is limited to the fees paid or payable by you for the initial or then‑current renewal term; and (ii) neither party is liable for indirect, incidental, consequential, special, exemplary, or punitive damages (including lost profits, revenue, goodwill, data, or replacement costs).

I. Indemnity

You will defend, indemnify, and hold harmless MARTEC360 and its affiliates, officers, employees, and agents from claims, damages, costs, and expenses (including reasonable attorneys’ fees) arising from: (a) your data or materials; (b) your misuse of the Services; (c) your breach of this Agreement; or (d) alleged infringement by materials you provide or direct us to use.

J. Operating Hours & Maintenance

We use commercially reasonable efforts to provide continuous service. Maintenance or events beyond our control may cause downtime. We will use commercially reasonable efforts to give notice and restore access promptly. Business hours are Monday–Friday, 9:00 a.m.–5:00 p.m. local U.S. ET time. (campaign monitoring as set out in your plan/SOW).

K. Changes to Terms

We may update these terms from time to time. Material changes will be communicated with at least 30 days’ advance notice before they take effect.

L. Notices

Notices may be sent by email to addresses on file and are deemed received 48 hours after transmission. Electronic communications satisfy “in‑writing” requirements.

M. Governing Law & Dispute Resolution

This Agreement is governed by Florida law; venue is Hillsborough County, Florida. To the extent permitted by law, disputes will be finally resolved by binding arbitration under ICC Rules before a single arbitrator, in English. Judgment may be entered in any court of competent jurisdiction. The arbitrator may award reasonable attorneys’ fees and costs.

N. Assignment

Neither party may assign this Agreement without the other’s written consent (not unreasonably withheld), except in connection with a merger, acquisition, or sale of substantially all assets related to this Agreement, provided the assignee agrees in writing to be bound.

O. Entire Agreement; Waiver; Severability

This Agreement (including order forms/SOWs) is the entire agreement on its subject matter and supersedes prior communications. A failure to enforce a provision is not a waiver. If any provision is invalid, it will be replaced by a valid provision that most closely reflects the parties’ intent; the remainder remains in effect.

Exhibit A — Professional Services (for any line of business). If additional professional services are purchased, the SOW will define scope, costs, milestones, and an Active Period. Any complimentary credits are non‑transferable and documented in the SOW. Early termination before the balance of work is delivered may accelerate fees for completed portions.