Terms & Conditions

ON-TARGET! MASTER SERVICES AGREEMENT

This Master Services Agreement ("Agreement") is entered into between OTM LLC dba On-Target! Marketing & Advertising ("Service Provider") and the undersigned Client ("Client").

By signing a Scope of Work ("SOW"), Quote, Proposal, Marketing Plan, Credit Plan, or other written authorization referencing this Agreement, Client agrees to the terms and conditions contained herein.

1. PURPOSE OF ENGAGEMENT

Client retains Service Provider to provide strategic consulting, marketing, advertising, sales enablement, technology, creative, media, analytics, artificial intelligence, and growth-related services.

Service Provider accepts such engagement and agrees to perform authorized services in a professional manner consistent with industry standards.

Both parties acknowledge that exceptional growth is achieved through collaboration, timely communication, strategic execution, and mutual accountability.

2. SERVICES

Services may include, but are not limited to:

Strategic Planning

Business assessment, market analysis, competitive analysis, positioning, messaging, growth planning, forecasting, and strategic consulting.

Brand Development

Brand positioning, storytelling, visual identity development, creative direction, and differentiation strategy.

Creative Services

Graphic design, copywriting, video production, content creation, presentations, sales enablement materials, and related creative assets.

Digital & Traditional Advertising

Media planning, buying, campaign management, audience targeting, geofencing, OTT/CTV, paid search, social advertising, and traditional media placement.

Customer Experience & Technology

Website development, user experience design, CRM optimization, marketing automation, AI implementation, analytics systems, dashboards, and technology consulting.

Sales Enablement

Sales process consulting, CRM configuration, trade show support, lead nurturing systems, email marketing, training, and sales materials.

Analytics & Reporting

Performance measurement, attribution analysis, forecasting, dashboards, reporting, and business intelligence services.

Specific services, deliverables, and responsibilities shall be defined within the applicable Scope of Work.

3. FASTRAK CREDIT SYSTEM

Services may be delivered through On-Target!'s FASTRAK Credit System.

Credits represent the relative strategic expertise, creative resources, technology, management effort, tools, and specialized talent required to complete a service.

Credits are not a measure of hours worked.

Credit allocations, ranges, expiration dates, bonus credits, and applicable usage terms shall be defined within the Client's Credit Plan, Proposal, or Scope of Work.

Unless otherwise specified:

• Monthly Plan credits may be utilized during the applicable quarterly service period.
• Credit Bank purchases remain available for twelve (12) months from purchase date.
• Unused credits expire at the end of their applicable term.
• Credit estimates are planning tools and actual credit utilization may vary based upon complexity, revisions, responsiveness, and project requirements.

4. CLIENT RESPONSIBILITIES

Client agrees to:

• Provide timely access to personnel, systems, accounts, and information.
• Review and approve work in a timely manner.
• Designate authorized decision makers.
• Provide accurate information and content.
• Maintain ownership and legal rights to all materials supplied to Service Provider.

Client acknowledges that delays in communication, approvals, content delivery, or required information may impact schedules, performance, and project outcomes.

5. APPROVALS & REVISIONS

Unless otherwise stated in a Scope of Work:

• Projects include up to three (3) rounds of reasonable revisions.
• Additional revisions may require additional credits or fees.
• Approval requests not responded to within ten (10) business days may result in project delays.
• Projects inactive due to Client non-responsiveness for thirty (30) days or more may be paused and rescheduled based upon availability.

6. FEES & PAYMENT

Fees shall be outlined within the applicable Proposal, Credit Plan, Marketing Plan, or Scope of Work.

Invoices are due upon receipt unless otherwise specified.

Service Provider reserves the right to suspend services for overdue balances.

Late payments may incur:

• 1.75% monthly finance charge; or
• $20.00 minimum monthly late fee,

whichever is greater and permitted by law.

Client shall be responsible for reasonable collection costs, including attorney fees and court costs incurred in collecting overdue balances.

7. THIRD-PARTY EXPENSES

Client shall be responsible for all approved third-party expenses including but not limited to:

• Advertising spend
• Media purchases
• Software subscriptions
• Hosting fees
• Domain registrations
• Photography
• Video production
• Printing
• Shipping
• Travel
• Vendor fees
• Platform fees

Unless otherwise stated, third-party costs are not included within service fees or credit allocations.

8. ARTIFICIAL INTELLIGENCE & TECHNOLOGY

Service Provider may utilize artificial intelligence systems, machine learning tools, automation platforms, and related technologies to support research, analysis, content creation, reporting, coding, forecasting, and execution.

All deliverables shall receive appropriate human oversight prior to delivery.

Client acknowledges that AI-generated content may contain inaccuracies and remains responsible for final review and approval.

Service Provider makes no warranty regarding the availability, functionality, or performance of third-party AI platforms.

9. INTELLECTUAL PROPERTY

Upon full payment of all amounts due:

Client shall own final approved deliverables specifically created for Client under this Agreement.

Service Provider retains ownership of:

• FASTRAK methodologies
• Frameworks
• Processes
• Templates
• Strategic models
• AI agents
• Prompt libraries
• Proprietary software
• Internal tools
• Training materials
• Reporting systems
• Know-how and intellectual property developed independently of Client

Nothing herein transfers ownership of Service Provider's proprietary systems or methodologies.

10. PORTFOLIO RIGHTS

Unless otherwise agreed in writing, Service Provider may identify Client as a client and display completed work, campaign results, case studies, deliverables, and Client name and logo in portfolios, proposals, presentations, websites, marketing materials, and award submissions.

Confidential information shall remain protected.

11. CONFIDENTIALITY

Both parties agree to maintain confidentiality of all proprietary, financial, strategic, technical, operational, and business information disclosed during the engagement.

Neither party shall disclose confidential information except as required to perform obligations under this Agreement or as required by law.

Confidentiality obligations shall survive termination of this Agreement.

12. DATA ACCESS & SECURITY

Client authorizes Service Provider to access websites, analytics platforms, CRM systems, advertising platforms, software tools, and related technologies necessary to perform services.

Service Provider shall use commercially reasonable efforts to safeguard account credentials and confidential information.

Service Provider shall not be liable for:

• Platform breaches
• Cyberattacks
• Data loss caused by third-party providers
• Unauthorized access outside Service Provider's control

13. NO GUARANTEE OF RESULTS

Client acknowledges that business growth, lead generation, sales performance, search rankings, advertising results, AI discoverability, media performance, and revenue outcomes depend upon numerous factors beyond Service Provider's control.

Service Provider does not guarantee:

• Revenue increases
• Sales volume
• Lead volume
• Search rankings
• Media performance
• AI recommendation placement
• Market share growth
• Any specific business outcome

Service Provider agrees only to provide professional services and recommendations.

14. LIMITATION OF LIABILITY

To the fullest extent permitted by law:

Service Provider shall not be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, including lost profits, lost opportunities, business interruption, or loss of data.

Service Provider's total liability under this Agreement shall not exceed the total fees paid by Client during the six (6) months immediately preceding the event giving rise to the claim.

15. INDEMNIFICATION

Client shall indemnify, defend, and hold harmless Service Provider and its employees, contractors, officers, and agents against any claims, liabilities, damages, expenses, and attorney fees arising from:

• Materials supplied by Client
• Client business operations
• Client representations or claims
• Intellectual property provided by Client
• Regulatory or legal violations attributable to Client

16. NON-SOLICITATION

During the term of this Agreement and for twelve (12) months thereafter, neither party shall directly solicit for employment any employee of the other party.

General recruiting activities not specifically directed toward an employee shall not constitute solicitation.

17. TERM & TERMINATION

Either party may terminate this Agreement with sixty (60) days written notice unless otherwise stated within a Scope of Work.

Client remains responsible for payment of:

• Services performed
• Credits utilized
• Approved third-party expenses
• Work in progress through the effective termination date

Termination shall not affect payment obligations accrued prior to termination.

18. FORCE MAJEURE

Neither party shall be liable for delays or failures caused by circumstances beyond reasonable control including:

• Natural disasters
• Severe weather
• War
• Terrorism
• Labor disputes
• Government actions
• Internet outages
• Cloud provider failures
• Cybersecurity incidents
• Platform outages
• Utility failures

The affected party shall make commercially reasonable efforts to resume performance.

19. DISPUTE RESOLUTION

Any dispute arising under this Agreement shall first be submitted to good-faith negotiation between executive representatives of both parties.

If unresolved, disputes shall be settled by binding arbitration administered by the American Arbitration Association in Houston, Texas.

Judgment upon the arbitration award may be entered in any court having jurisdiction.

20. ENTIRE AGREEMENT

This Agreement, together with any Scope of Work, Proposal, Credit Plan, Marketing Plan, or written amendment, constitutes the entire agreement between the parties and supersedes all prior discussions, negotiations, and agreements.

No modification shall be effective unless made in writing and signed by both parties.

21. ACCEPTANCE

By e-signing the quote, Client acknowledges that they have read, understood, and agree to these Terms and Conditions.