Professional Services Agreement

Article I — Definitions and Parties

1.1 The Contractor

Live PPC Ads, a professional digital advertising services entity duly organized and existing under the laws of the State of Nevada, United States of America, with its principal place of business located at 2316 Lone Pine Street, Henderson, Nevada 89014 (hereinafter referred to as the “Contractor,” “Company,” “Live PPC Ads,” or “Service Provider”).

1.2 The Client

Any individual, sole proprietorship, corporation, limited liability company, partnership, trust, or other legal entity that subscribes to, purchases, or otherwise engages Live PPC Ads' services through the Live PPC Ads website (liveppcads.com), via email, text message, telephone conversation, in-person agreement, through any online freelance or professional-services marketplace such as Upwork, Fiverr or Freelancer.com (each a “Marketplace”), or through any other means of communication (hereinafter referred to as the “Client,” “Advertiser,” or “Subscriber”). Together, the Contractor and the Client may be referred to collectively as the “Parties” or individually as a “Party.”

1.3 Formation of Agreement

This Agreement shall become legally binding and enforceable upon the occurrence of any one or more of the following events: (a) the Client's submission of the first payment for any service, retainer, or fee to the Contractor; (b) the Client's subscription to any of the Contractor's monthly retainer plans through the Contractor's website or any other payment portal; (c) the Client's express written or verbal agreement to engage the Contractor's services, whether communicated via email, text message, telephone conversation, video conference, or in-person meeting; or (d) the Client's provision of access credentials to any advertising platform account for the purpose of enabling the Contractor to perform Services; or (e) for an engagement through a Marketplace, the Client's acceptance of any contract, offer, proposal or message thread that references or links to this Agreement. For Marketplace engagements, this Agreement supplements the Marketplace's own terms to the extent those terms permit additional agreements between their users; where the Marketplace's terms govern payments, fees or its own platform rules, they control for that engagement. The Client's engagement of Services through any of the foregoing means shall constitute the Client's unconditional acceptance of all terms, conditions, covenants, and provisions set forth in this Agreement, and the Client hereby waives any right to claim ignorance of, or failure to review, any provision contained herein.

Article II — Term, Duration, and Recurring Payments

2.1 Month-to-Month Term

This Agreement shall operate on a month-to-month basis (the “Term”), commencing on the date of the Client's first payment for Services and continuing indefinitely until terminated in accordance with the provisions set forth in Article VII of this Agreement. Marketing Automation Services are the one exception and carry the minimum term set out in Section 2.5.

2.2 Recurring Payments

A subscription to any of Live PPC Ads' monthly retainer plans constitutes an authorization for recurring monthly payments in the amount corresponding to the Client's selected service tier. Recurring payments shall continue automatically, without further notice or additional authorization from the Client, until the Client cancels the subscription in strict compliance with the cancellation procedures set forth in Article VII. The Client expressly acknowledges and agrees that the Contractor is under no obligation to provide advance notice, reminders, or confirmations of upcoming recurring charges. This authorization includes fees that vary from month to month with the Client's media spend or attributed revenue under Sections 5.3 and 5.6. Recurring payments by ACH debit are also governed by Section 5.7(c).

2.3 Automatic Retainer Tier Adjustments

The Client's monthly retainer shall be subject to automatic upward adjustment in the event that the number of active campaigns managed by the Contractor, the Client's monthly media spend, or the overall scope and complexity of the engagement exceeds the parameters of the Client's current retainer tier. For Clients whose monthly media spend exceeds $15,000 per month, the monthly retainer shall automatically adjust to ten percent (10%) of the Client's actual monthly media spend. The percentage-of-spend retainer is billed and reconciled as set out in Section 5.6.

2.4 Continuity of Obligations

All obligations of the Client arising under this Agreement, including but not limited to payment obligations, confidentiality obligations, non-solicitation obligations, and indemnification obligations, shall survive the expiration or termination of this Agreement and shall remain enforceable to the fullest extent permitted by applicable law.

2.5 Minimum Term for Marketing Automation Services

Notwithstanding Section 2.1, Marketing Automation Services (as defined in Section 3.7) are subject to an initial minimum term of six (6) consecutive months, beginning on the date the Contractor is granted access to the Client's marketing platform account (the “Initial Term”). The Client acknowledges that rebuilding audiences, automated flows, and sender reputation requires several months before results can be fairly measured, and that the Contractor commits its resources in reliance on the Initial Term. After the Initial Term, Marketing Automation Services continue on a month-to-month basis and may be cancelled in accordance with Article VII. All other Services under this Agreement remain month-to-month at all times.

If the Client cancels Marketing Automation Services, or those Services are terminated because of the Client's non-payment or breach, before the end of the Initial Term, the Client shall pay the monthly base retainer stated in Section 5.3 for each month remaining in the Initial Term. That amount is due immediately upon cancellation and is a reasonable estimate of the Contractor's committed costs, not a penalty. A trial period agreed in writing before the Initial Term begins is not part of the Initial Term. This Section applies to Marketing Automation Services engagements that begin on or after October 3, 2026.

Article III — Scope of Services

3.1 General Description of Services

The Contractor shall provide the Client with comprehensive online paid advertising campaign management and optimization services (the “Services”), which shall include, without limitation, the strategic planning, creation, development, implementation, monitoring, management, optimization, and ongoing maintenance of paid digital advertising campaigns. The specific methodologies, strategies, techniques, and approaches employed shall be determined at the sole and absolute discretion of the Contractor.

3.2 Keyword Research and Selection

The Contractor shall conduct thorough and ongoing keyword research and selection activities, including proprietary research methodologies, analysis of Client-provided analytics data, comprehensive competitive analysis, and identification of new keyword opportunities and negative keyword implementations.

3.3 Campaign Creation, Implementation, and Management

The Contractor shall establish, create, implement, and continuously manage paid advertising campaigns across Google Ads, Microsoft Advertising, Meta Advertising, and such other platforms as the Parties may agree. Services encompass ad copy creation, budget and bidding optimization, audience targeting, geographic and demographic targeting, dayparting, quality score improvement, and performance-based adjustments.

3.4 Conversion Tracking and Analytics

Where deemed necessary, the Contractor shall install, configure, and maintain conversion tracking and analytics technologies on the Client's ad accounts. The Contractor is not responsible for the installation of tracking codes onto the Client's website; that responsibility falls on the Client's web developer.

3.5 Reporting

The Contractor shall provide performance reports to the Client upon the Client's written request. The Contractor shall not be obligated to provide unsolicited reports. The frequency, format, and level of detail shall be determined at the sole discretion of the Contractor.

3.6 Service Disclaimers

The Client expressly acknowledges that: (a) the Contractor assumes no responsibility for third-party platform policies or restrictions; (b) NO GUARANTEES OF ANY KIND are made regarding rankings, ad positions, click-through rates, conversion rates, ROAS, ROI, or any other performance metric; (c) the Client is solely responsible for maintaining adequate funding in all advertising platform accounts; and (d) the Contractor shall not be held responsible for third-party platform algorithm updates or policy changes.

3.7 Email, SMS, and Marketing Automation Management (Add-On Services)

Where engaged, the Contractor may provide email marketing, SMS marketing, and marketing automation management services through third-party platforms including, without limitation, Klaviyo (collectively, the “Marketing Automation Services”). Such Services may include strategy, list and audience management, deliverability and sender-reputation management, segmentation and targeting, the creation and scheduling of marketing campaigns, the design, construction, and ongoing optimization of automated flows, and performance reporting. Marketing Automation Services are offered as optional add-on Services and are governed by this Agreement together with any separate written service agreement, order form, or statement of work executed by the Parties. The Client is solely responsible for all third-party platform, software, and messaging fees, including without limitation Klaviyo subscription and usage fees. The Contractor is not responsible for the installation of tracking codes, pixels, or custom code (including back-in-stock, on-site activity, or e-commerce event tracking) onto the Client's website or store; that responsibility falls on the Client's web developer.

3.8 Out-of-Scope Work

Any work the Client requests that is outside the Services described in this Article III is billed at $200.00 per hour, payable before the work begins, and the Contractor may decline any such request. Out-of-scope work includes, without limitation, website, landing-page and tracking-code work, creative production (which is governed by Section 14.14), and any change order under Section 14.14(e).

Article IV — Communications and Consultations

The Contractor shall use commercially reasonable efforts to respond to emails and messages within 24-48 business hours. Starter and Growth retainers include email support only and do not include telephone or video consultations. The Scale retainer includes up to two (2) consultations per month, and the percentage-of-spend retainer under Section 5.6 includes up to four (4) consultations per month. Consultations must be scheduled at least one business day in advance, and unused consultations do not carry over to a later month. Consultations beyond the monthly allocation, where the Contractor agrees to provide them, are billed at $99.00 per 30-minute session by bank ($101.87 by card). All official correspondence shall be directed to ilya@liveppcads.com.

Article V — Compensation and Payment Terms

5.1 Monthly Retainer Fees

The Client shall pay a monthly retainer fee corresponding to the selected service tier. The Contractor reserves the right to modify pricing at any time, effective upon publication on the website.

5.2 Media Spend Responsibility

The Client is solely responsible for all media spend costs. Live PPC Ads acts only as a campaign manager and is not a party to the billing relationship between the Client and any advertising platform.

5.3 Email and Marketing Automation Compensation

Marketing Automation Services (as defined in Section 3.7) are billed separately from, and in addition to, advertising retainer fees. Unless a separate written service agreement, order form, or statement of work executed by the Parties states otherwise, the monthly fee for Marketing Automation Services is:

• a base retainer of $1,499.00 per month, which covers the first $10,000.00 of Total Attributed Revenue in the month; plus
• five percent (5%) of every dollar of Total Attributed Revenue above $10,000.00 in the month, calculated on the exact amount, beginning with the first dollar above $10,000.00. There are no tiers or thresholds beyond $10,000.00.

“Total Attributed Revenue” means all revenue attributed to email and SMS marketing for a calendar month, as measured and reported by the Client's marketing platform (for example, the attributed revenue reported by Klaviyo), inclusive of both manually-sent campaigns and automated flows. It is not the Client's total store revenue. The base retainer is never reduced, and the fee never decreases as Total Attributed Revenue grows. The amounts below are illustrations only; the fee for any month is calculated on that month's exact Total Attributed Revenue:

The base retainer is billed monthly. The percentage fee is billed monthly in arrears, based on the prior calendar month's Total Attributed Revenue, and the Client agrees that the marketing platform's attribution reporting shall serve as the conclusive and binding basis for calculating it. A one-time onboarding, setup, or account-recovery fee may also apply where stated in the order form. This fee structure applies to Marketing Automation Services engagements that begin on or after October 3, 2026; for engagements that began before that date, the compensation terms previously agreed in writing between the Parties continue to apply, notwithstanding Article XIII. All fees for Marketing Automation Services are subject to the payment, late-payment, non-refund, and dispute provisions of this Agreement.

5.4 Late Payment Penalties

Outstanding balances shall accrue interest at 2% per month. The Client shall also be liable for all collection costs, including reasonable attorney's fees. Late payment constitutes a material breach.

5.5 No Refunds

ALL PAYMENTS MADE TO THE CONTRACTOR ARE FINAL AND NON-REFUNDABLE. Except for an amount applied under Section 5.6(c) or 5.6(g), under no circumstances shall the Client be entitled to any refund, credit, rebate, chargeback, set-off, or return of any fees paid. In the event the Client initiates a chargeback or payment dispute, the Client shall be liable for the disputed amount plus an administrative fee of $500.00 per incident.

5.6 Percentage-of-Spend Plan

(a) Fee. For Clients on the percentage-of-spend plan (including Clients moved to it under Section 2.3), the monthly retainer for each billing period is ten percent (10%) of the Client's Media Spend in that billing period, and never less than $1,499.00 (bank prices; Section 5.7 sets the card prices). “Media Spend” means the total amount spent, as reported by each advertising platform, on all advertising accounts the Contractor manages for the Client during the billing period, including Google Ads, Microsoft Advertising, Meta and any other platform the Contractor manages for the Client, converted to U.S. dollars at the Bank of Canada daily rate where an account is billed in another currency. “Billing period” means the days from the Client's billing date through the day before the next billing date, as calendar days in Pacific time. So that each period's fee can be calculated and approved before the next billing date, Media Spend for a billing period is the spend each platform reports, in the advertising account's own time zone, for the days from the day before the period's billing date through two days before the next billing date. For the first billing period billed under this Section (for a Client billed in arrears under subsection (g), the first billing period so billed), those days start on the period's billing date; for the final billing period they run through the last day of that billing period or, where the Services end during a billing period, through the day on which they end. Each day's Media Spend is counted in exactly one billing period; days that fall in none (for example because a billing date was moved) are billed on a separate invoice. The minimum fee applies to each billing period in full, including a final billing period that ends early.

(b) Advance billing. Unless subsection (g) applies, the fee for each billing period is charged at the start of the period, based on the monthly advertising budget stated by the Client (the “Estimated Fee”). The Client may change its stated budget by written notice to ilya@liveppcads.com; the change applies from the next billing period.

(c) Reconciliation. After the last day of a billing period's Media Spend, the Contractor calculates the fee from actual Media Spend. The difference between that fee and the Estimated Fee (the “Reconciliation Amount”) is added to the invoice issued on the next billing date or, where it is not on that invoice, billed on a separate invoice issued as soon as it can be, due on issue and charged to the Client's payment method on file where the Client pays automatically, if it is positive; if it is negative, it is deducted from a following invoice. Each such invoice states the Media Spend and the calculation. A Reconciliation Amount is part of the calculation of the fee for a period already serviced; it is not a refund or return of fees under Section 5.5. A negative Reconciliation Amount is applied only against future fees, normally on the next invoice issued after the calculation, and is never paid out.

(d) Platform data. The spend each advertising platform reports, as the Contractor records it for the calculation, is the conclusive and binding basis for the calculation. A fee is not recalculated for spend that a platform reports or corrects after the fee is calculated, unless the Contractor chooses to include the correction in a later calculation; neither Party may reopen a billing period more than ninety (90) days after its invoice.

(e) Termination. After the Services end, the Contractor calculates the Reconciliation Amount for the final billing period. A positive amount is invoiced and charged to the Client's payment method on file and is due under this Agreement; a negative amount lapses.

(f) Authorization. The Client authorizes the Contractor to charge the Client's payment method on file for the fee for each billing period, whether as the Estimated Fee, a positive Reconciliation Amount or a fee billed in arrears under subsection (g), in amounts that vary from month to month, on the Client's billing date or on a separate invoice issued under subsection (c) or (g), without further authorization.

(g) Arrears billing. For a Client the Contractor bills in arrears, subsections (b), (c) and (e) do not apply. The fee for each billing period is calculated from actual Media Spend after the last day of that Media Spend and is billed on the invoice issued on the Client's next billing date or, where it is not on that invoice, on a separate invoice issued as soon as it can be, due on issue and charged to the Client's payment method on file where the Client pays automatically. Any amount already billed for the same billing period is deducted (a subscription amount charged on a billing date counts as billed for the billing period that ends the day before that billing date); if that amount exceeds the fee, the excess is applied against the Client's future fees as a credit on the Client's account, is never paid out, and lapses when the Services end. If the Services end before a billing period ends, the fee for the days served is calculated and billed the same way. For a Client moved to arrears billing, each amount charged before the move was the fee for the billing period ending the day before it was charged, whatever service dates its invoice shows.

5.7 Prices and Payment Methods

(a) Bank price and card price. The monthly retainers, the percentage fees and minimums under Sections 5.3 and 5.6, and the consultation rate under Article IV each have a bank price, which applies to payments by ACH debit from a U.S. business bank account, and a card price, which is two point nine percent (2.9%) higher and applies to payments by credit or debit card. Other amounts under this Agreement are charged at the bank price regardless of payment method. The card price is the price of the Services when paid by card and is charged as that price, not as a separate fee. The Contractor's website lists both prices, and each invoice shows the price for the payment method used. ACH debit is the Contractor's preferred payment method.

(b) Changing payment method. The Client may switch between ACH debit and card by written request to accounting@liveppcads.com. The price for the new payment method applies to invoices issued after the Contractor confirms the change in writing.

(c) ACH authorization. By providing a U.S. business bank account (consumer accounts are not accepted), the Client authorizes the Contractor and its payment processor to debit that account for every amount due under this Agreement, in amounts that vary from month to month, on each billing date and on the date of any separate invoice issued under Section 5.6, until the Client revokes the authorization by written notice to accounting@liveppcads.com received at least thirty (30) days before the next debit. Revoking the authorization does not cancel this Agreement or any amount due; the Client must then provide another payment method, at that method's price. The Contractor will give at least seven (7) days' notice before changing the Client's regular billing date. A payment that the Client's bank returns or reverses is unpaid and Section 5.4 applies to it; a return coded as unauthorized is a payment dispute under Section 5.5.

Article VI — Client Obligations and Representations

The Client shall provide timely and unrestricted access to all advertising accounts, website properties, and analytics platforms. Failure to provide access within five business days shall not relieve the Client of payment obligations. The Client warrants all provided materials are accurate and non-infringing. Should the Client be dissatisfied with Services, the Client shall submit detailed written concerns and provide at least ninety (90) days to address the issues.

Article VII — Cancellation and Termination

7.1 Cancellation by Client

The Client may cancel by submitting a written request to accounting@liveppcads.com at least thirty (30) calendar days prior to the next billing date. The final monthly retainer is charged in full and is non-refundable. Cancellation requests submitted fewer than 30 days prior to the next billing date shall not be effective until the following billing cycle. Cancellation of Marketing Automation Services during their Initial Term is governed by Section 2.5. For a Client billed in arrears under Section 5.6(g), the fee for the final billing period is calculated for the days served.

7.2 Termination by Contractor

The Contractor may terminate this Agreement at any time, for any reason, without advance notice. Upon termination, the Contractor's obligations to provide Services shall immediately cease.

7.4 Effect of Termination

Upon termination: (a) all outstanding fees become immediately due; (b) the Contractor has no further obligation to provide Services; (c) the Contractor may remove campaigns or resources; and (d) confidentiality, IP, non-solicitation, and indemnification obligations survive.

Article VIII — Confidentiality

The Client shall maintain strict confidentiality of all Confidential Information, including strategies, methodologies, processes, tools, keyword lists, bid strategies, audience configurations, campaign structures, optimization techniques, performance data, and pricing structures. These obligations survive termination in perpetuity. These obligations bind the Client only; nothing in this Article restricts the Contractor's rights under the Promotional Use; Case Studies provision of Article XII or under Section 14.8.

Article IX — Intellectual Property Rights

The Contractor retains all right, title, and interest in proprietary methodologies, strategies, tools, campaign structures, and all work product. The Client retains IP rights to Client-supplied materials and grants the Contractor a non-exclusive, worldwide, royalty-free license to use such materials in connection with Services and for promotional purposes.

Article X — Non-Solicitation

During the Term and for twelve (12) months after it ends, the Client shall not, directly or through others, solicit or hire as an employee, or engage to provide advertising, marketing or creative services, any person who is or was during the prior twelve (12) months an employee or contractor of the Contractor and who performed Services on the Client's account. General job postings not aimed at those persons, and hiring a person who approaches the Client on their own initiative, are not a breach. The Parties agree that the Contractor's loss from such a breach, including recruiting, replacement, training and lost account revenue, is difficult to measure, and that the following amount is a reasonable pre-estimate of that loss and not a penalty: for each person hired or engaged in breach, fifty percent (50%) of the compensation the Contractor paid or would pay that person for the twelve (12) months before the breach, annualized if they worked for the Contractor for less time. This amount is the Contractor's sole monetary remedy for that breach and does not limit injunctive relief.

Article XI — Indemnification and Limitation of Liability

The Client shall indemnify and hold harmless the Contractor from all claims arising from the Client's products, services, materials, IP infringement, defective products, or breach of this Agreement.

THE CONTRACTOR'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE RETAINER FEES PAID DURING THE THREE (3) MONTHS PRECEDING THE CLAIM. THE CONTRACTOR SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES. THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND.

Article XII — General Provisions

• Independent Contractor: Nothing in this Agreement creates a partnership, joint venture, or employment relationship.
• Entire Agreement: This Agreement constitutes the entire agreement and supersedes all prior agreements, except a Mutual Non-Disclosure Agreement signed by the Parties at liveppcads.com/nda, which remains in effect according to its terms.
• Governing Law: Governed by the laws of the State of Nevada. Exclusive jurisdiction in Clark County, Nevada.
• Attorney's Fees: The Client shall be responsible for all of the Contractor's reasonable attorney's fees in any dispute, regardless of outcome.
• Assignment: The Contractor may assign rights without consent. The Client may not assign without prior written consent.
• Force Majeure: The Contractor is not liable for delays caused by events beyond reasonable control. Client payment obligations continue during such events.
• Right to Remove Resources: The Contractor may suspend or remove campaigns if payment is overdue.
• Promotional Use; Case Studies: The Client grants the Contractor an irrevocable, perpetual, worldwide, royalty-free, sublicensable (to the Contractor's hosting, video, social-media and advertising providers) right, without further consent, notice or compensation, to: (a) identify the Client by its legal and trade names, and display its logos, trademarks, website, product and location images, as a client of the Contractor; (b) publish the results achieved for the Client, including revenue, orders, leads, calls, return on ad spend, cost per result, ad spend, growth figures, charts, screenshots and descriptions of the work performed; (c) use any advertising performance, account and campaign data generated, collected or reported during the engagement, including data and reports from Google Ads, Meta, Microsoft Advertising, Google Analytics and e-commerce or CRM platforms, in Client-identified or aggregated form; and (d) display every advertisement and creative asset that ran in the Client's campaigns, whether created by the Contractor (including Agency Creative under Article XIV and AI-generated or AI-assisted video ads) or supplied by the Client and used in its campaigns, together with its results. These rights apply in case studies, on the Contractor's websites and social-media accounts, in videos, portfolios (including portfolios on any Marketplace), directory, review and award listings, proposals, presentations, advertising, and any search engine or AI assistant that indexes or summarizes them, and in any other media now known or later developed. The Client acknowledges that its results will be presented under its own name and will not be anonymized, and represents that it has the right to grant this license for the names, marks and materials it provides. The Contractor will not publish the Client's customers' personal information, account credentials or payment details. The Client agrees that published figures may be rounded, approximated, summarized, annualized or stated for a selected period, and may be presented as reported by the applicable advertising or analytics platform at the time, including that platform's attribution, and that presenting them this way, together with the Contractor's standard results disclaimer, is not a misrepresentation of the Client's business; the Client waives any claim against the Contractor arising from the publication of such figures, other than for the Contractor's breach of this sentence's personal-information exclusion. This right applies to results, data and creative from before and after the date of this provision, applies equally to engagements through any Marketplace, prevails over Article VIII and any Marketplace or other confidentiality obligation to the extent permitted by law, and survives the termination or expiration of this Agreement. The Contractor may, at its sole discretion and as a courtesy only, agree to a written request to modify or remove specific content going forward; doing so does not limit any other right under this provision. If the Parties signed a Mutual Non-Disclosure Agreement at liveppcads.com/nda, these rights are suspended during its Privacy Period and apply in full when it ends.
• Severability: If any provision is held invalid, the remaining provisions continue in full force.

Article XIII — Amendments and Continuing Acceptance

13.1 Right to Amend. The Contractor reserves the sole and exclusive right to amend, modify, supplement, or restate this Agreement, in whole or in part, at any time and from time to time, at its sole discretion. Any such amendment shall be effective upon its publication at liveppcads.com/contract (the “Current Agreement”). The “Last Updated” month appearing thereon identifies the month of the latest amendment, and the Contractor's archived record of each published version, which states the exact date of its publication, shall be conclusive evidence of the date of publication.

13.2 Acceptance by Continued Payment. Each payment of a monthly retainer, fee, or other charge made by or on behalf of the Client, whether manually or by automatic recurring charge, following the publication of an amendment shall constitute the Client's knowing, voluntary, and unconditional acceptance of the Current Agreement in its entirety, which shall thereupon govern the Parties' entire relationship, including all Services performed and all work product created before, on, or after the date of such payment.

13.3 No Obligation to Notify. The Contractor shall have no obligation to provide the Client with notice of any amendment, whether by email, text message, portal notification, or any other means. The Client bears sole and continuing responsibility for reviewing the Current Agreement prior to each payment and acknowledges that the Current Agreement is at all times publicly accessible at liveppcads.com/contract. Any notice the Contractor elects to provide shall be a courtesy only, shall not create an obligation to provide notice of any future amendment, and its absence shall not affect the validity or enforceability of any amendment.

13.4 Sole Remedy for Non-Acceptance. A Client that does not agree to any amendment shall have, as its sole and exclusive remedy, the right to cancel in accordance with Article VII before its next payment is processed. Failure to so cancel shall constitute an irrevocable waiver of any objection to the amendment.

13.5 Supersession of Prior Terms. Upon acceptance under Section 13.2, the Current Agreement supersedes every prior version of this Agreement and every prior written or oral understanding between the Parties, regardless of the date on which the Client first engaged the Contractor. Amendments may be made only by the Contractor as provided in this Article; no purported modification by the Client, whether written or oral, shall bind the Contractor unless expressly accepted in a writing signed by the Contractor.

Article XIV — Creative Work Product

14.1 Definitions. “Agency Creative” means every video, commercial, animation, image, graphic, photograph, audio track, voice-over, script, storyboard, treatment, creative brief, ad copy written for a creative execution, character, mascot, animated logo, visual identity element (including any distinctive design, illustration style, color treatment or motion treatment), and every other creative or audiovisual work, in any format and at any stage of completion, that is conceived, produced, generated, edited or finished by or for the Contractor, whether by its personnel, contractors, or artificial-intelligence or machine-learning tools, together with all versions, cut-downs, variations and derivatives thereof. A character, mascot, animated logo or visual identity element created by the Contractor is Agency Creative in its own right, separately from any video, image or file in which it appears. “Production Materials” means all raw footage, source and project files, timelines, masters, layers, prompts, seeds, reference images, model settings, workflows, generation histories, and other working materials used or created in producing Agency Creative. “Client Materials” means the Client's own trademarks, logos, trade dress, product images and product samples furnished to the Contractor.

14.2 Ownership. As between the Parties, the Contractor is and shall remain the sole and exclusive owner of all right, title and interest, including all copyrights, in and to all Agency Creative and Production Materials, from the moment of creation and at all times thereafter, whether or not the Agency Creative features, depicts or promotes the Client's products, brands or business. No Agency Creative or Production Material is, or shall be deemed, a “work made for hire,” and nothing in this Agreement, in any course of dealing, or in any purchase order, onboarding form, email or other document issued by the Client operates as an assignment or transfer of any interest in them. Any such Client document is void to the extent it purports to vest ownership of Agency Creative in the Client.

14.3 Retainer Excludes Creative Production. The Client's monthly retainer and all management fees compensate the Contractor solely for campaign management Services and do not include, purchase, or pay for any creative production. Agency Creative that the Contractor elects to produce is produced at the Contractor's sole discretion and sole expense, including all artificial-intelligence generation costs, software, talent, music and personnel time (“Agency-Funded Creative”). Neither the payment of any retainer, fee or media spend, nor the Contractor's use of Agency Creative in the Client's campaigns, entitles the Client to any ownership of or interest in Agency Creative. The only exception is a Creative Pack purchased under Section 14.14, which pays for production and does not transfer ownership.

14.4 Client Materials and Product Samples. The Client retains ownership of its Client Materials. The Client grants the Contractor a non-exclusive, worldwide, royalty-free, perpetual and irrevocable license to use, reproduce, depict, display and publish the Client Materials in, and in connection with the promotion of, Agency Creative. The furnishing of product samples, bottles, merchandise or any other Client Materials does not constitute payment for, commissioning of, or consideration toward any Agency Creative, and confers no interest whatsoever in the resulting work.

14.5 Limited Campaign License. Subject to the Client's continued compliance with this Agreement and timely payment of all amounts due, the Contractor may, at its sole discretion, make Agency Creative available for the Client's paid advertising, solely as run by the Contractor on the Client's behalf, including as partnership ads, branded content or similar formats in which the creative is published from the Contractor's own accounts, handles or identity with the Client as partner (the “Campaign License”). The Campaign License is limited, non-exclusive, non-transferable and non-sublicensable; it is not a sale, assignment or delivery of any Agency Creative; and it grants the Client no right to possess, download or receive any Agency Creative or Production Materials. The Contractor has no obligation to deliver files, masters, Production Materials or any copy of Agency Creative to the Client.

14.6 No Exclusivity. Nothing in this Agreement grants the Client any exclusivity in any Agency Creative. The Contractor may, at any time and at its sole discretion, use, license, adapt and run any Agency Creative, including creative that features the Client's products, for itself or for any other client, including clients that compete with the Client, during and after the Term, without notice or compensation to the Client.

14.7 Restrictions. Except as expressly permitted in writing and signed by the Contractor, the Client shall not, and shall not permit any affiliate, employee, contractor, successor agency or other person acting on its behalf to: (a) download, export, screen-record, copy, save, re-upload, repost, boost, duplicate or re-publish any Agency Creative, including from its own pages, handles or ad accounts; (b) run, whitelist, sublicense or otherwise use any Agency Creative outside the Campaign License, including through any other agency or platform; (c) edit, remix, re-cut, re-voice, translate or create derivative works of any Agency Creative, or recreate, redraw, imitate, or commission from any third party a work that copies or is substantially similar to any character, mascot, animated logo or visual identity element that is Agency Creative; (d) remove, obscure or alter any attribution, partnership label, credit, watermark or handle of the Contractor; or (e) register, claim or assert any copyright, trademark or other right in any Agency Creative. The Client is responsible for every act or omission of any person acting on its behalf as if it were the Client's own.

14.8 Contractor's Publication Rights. The Contractor may, at its sole discretion and without further consent or compensation, publish, display, perform and distribute any Agency Creative on its own websites, social-media accounts, YouTube and other channels, and in portfolios, case studies, awards entries, pitches, proposals, advertising and any other media, and may identify the Client by name and logo in connection therewith and describe the results achieved. This right is perpetual, irrevocable and worldwide and survives the termination or expiration of this Agreement. If the Parties signed a Mutual Non-Disclosure Agreement at liveppcads.com/nda, this right is suspended during its Privacy Period and applies in full when it ends.

14.9 Termination of the Campaign License. The Campaign License terminates automatically and immediately, without notice, upon (a) termination or expiration of this Agreement for any reason; (b) any payment by the Client becoming more than five (5) days past due; (c) any breach of Section 14.7; or (d) the Client's revocation or withdrawal of any partnership, branded-content or account permission on which the delivery of Agency Creative depends. Upon termination, the Contractor may cease running and remove all Agency Creative from the Client's campaigns, and the Client shall immediately cease, and cause every person acting on its behalf to cease, all use of Agency Creative. Copies retained by advertising platforms under their own terms of service, and that the Client cannot control, do not by themselves constitute a breach by the Client.

14.10 Artificial-Intelligence Works. The Contractor's ownership under Section 14.2 extends to all AI-generated and AI-assisted outputs, prompts, workflows and Production Materials whether or not such materials are protectable by copyright, and to the maximum extent permitted by law, including as trade secrets and Confidential Information under Article VIII. The Contractor makes no representation that any Agency Creative is registrable or protectable by copyright. The absence of copyright protection in any element shall not create any right in the Client to use that element outside the Campaign License.

14.11 Unauthorized Use; Liquidated Damages. The Parties acknowledge that the Contractor's damages from any use of Agency Creative outside the Campaign License, including lost licensing and production revenue, dilution of the work's value and harm to the Contractor's portfolio and client relationships, would be difficult to ascertain at the time of contracting. Accordingly, for each item of Agency Creative used in breach of Section 14.7 or after termination of the Campaign License, the Client shall pay the Contractor, as liquidated damages and not as a penalty, an amount equal to the Contractor's production value for that item as reflected in its then-current creative rate card or, if none applies, Ten Thousand Dollars ($10,000) per item, which the Parties agree is a reasonable, good-faith estimate of the Contractor's loss. This remedy is in addition to the Contractor's right to seek injunctive relief, takedown and removal, and recovery of its attorney's fees under Article XII. The Client acknowledges that unauthorized use would cause the Contractor irreparable harm for which monetary damages alone may be inadequate.

14.12 Buyout. The Client may acquire ownership of, or any license broader than the Campaign License to, any Agency Creative or Production Materials only under a separate written agreement signed by the Contractor that expressly identifies the Agency Creative and states the buyout fee. There are no implied licenses. Absent such an agreement, every right not expressly granted in this Article is reserved to the Contractor.

14.13 Application and Survival. This Article applies to all Agency Creative, whether produced before or after its publication, and governs any conflicting provision of this Agreement, including Article IX and the Promotional Use provision of Article XII, or any prior version of it. Sections 14.2, 14.4, 14.6, 14.7, 14.8, 14.10, 14.11, 14.12 and 14.14(g) survive the termination or expiration of this Agreement.

14.14 Creative Packs (Paid Creative Production). (a) Discretion; no creative included. The Contractor may, at its sole discretion, produce creative for the Client as Agency-Funded Creative under Section 14.3, or may decline to produce any creative. No creative production is included in any plan, retainer or fee unless the Contractor states otherwise in a writing it has signed. Statements made in sales conversations, pitches or proposals do not create any right to creative. A Client who wants creative the Contractor has not elected to produce may buy a Creative Pack by written order that the Contractor accepts. The Contractor may decline any order before accepting it.

(b) Packs and prices. The Simple Creative Pack is $1,000: two (2) video ads, each up to thirty (30) seconds, and three (3) still image ads. A Custom Commercial is $6,000 per commercial minute, with a minimum of $6,000. Any video over thirty (30) seconds is a Custom Commercial and is quoted separately. Each minute or part of a minute is billed as a full minute: a commercial of 50, 55 or 58 seconds is $6,000, and one of 61 seconds is $12,000. Prices are the Contractor's rate card on the date of the order, and the Contractor may change them for future orders.

(c) Client must send the products. Pack creative is produced from the Client's physical products. The Client must ship the products it wants advertised, new and in sellable condition, at the Client's expense, in the quantity and by the date the Contractor specifies. The Contractor is not required to use website images, existing photographs or other existing materials, and production does not begin until the products are received. If the products are not received within thirty (30) days after the order, the Pack is forfeited with no refund or credit. Product samples are not returned unless agreed in writing in advance, and return shipping is at the Client's expense.

(d) Payment. Pack prices are paid in full in advance and are non-refundable under Section 5.5. This includes a Pack forfeited under Section 14.14(c), a Pack the Client abandons, and a Pack the Client cancels after the order.

(e) Pre-production revisions. Before production, the Contractor delivers a script, storyboard and shot plan. The Client may request up to five (5) revision rounds in total on the script, shot order, camera movement and other pre-production elements, each round being one consolidated written set of changes. The Client's written approval (email is enough) locks the pre-production materials. After approval and the start of generation, no revision is included, except one (1) post-delivery revision limited to edits that do not require regenerating any shot (such as trimming, captions, on-screen text or music level). Every other change, and every change requiring regeneration, is a paid change order under Section 3.8 at $200.00 per hour plus generation costs at cost, payable before the work begins.

(f) Schedule. Delivery dates are estimates and depend on the Client's timely approvals and product delivery. The Contractor does not guarantee advertising results from any creative.

(g) Ownership. Pack creative is Agency Creative. Buying a Pack pays for production only. It does not transfer ownership of, or any license beyond the Campaign License to, any Agency Creative. This Article XIV applies in full, and ownership or a broader license can be acquired only under Section 14.12.

(h) Client responsibility. The Client is responsible for the accuracy and legality of its products, claims and offers, including any alcohol, age-restricted and regulated-product requirements, and for platform policy compliance. The Contractor may refuse or stop any production it believes is unlawful or likely to violate platform policy, and any such Pack is treated as delivered for purposes of Section 14.14(d).