Schedule D: Managed Media & Programmatic Advertising
1. Advertising Models & Billing
Agency provides managed advertising under two distinct pricing structures:
a. Fixed-Rate Managed Media (Targeted Advertising)
i. Billing: Services are sold on a CPM (Cost Per Mille) basis. This is an all-inclusive rate that covers the media buy, technology fees, and Agency’s management.
ii. No Management Fee: There is no separate monthly management fee for these products.
iii. Transparency: Client receives reporting on total impressions and performance. Client acknowledges that Agency utilizes third-party providers and that the specific wholesale costs and platform identities are proprietary to the Agency.
b. Platform-Direct Management (Google, Meta, etc.)
i. Billing: Agency charges a one-time Setup Fee and a recurring Monthly Management Fee.
ii. Media Spend (Client-Paid): Client shall provide and maintain a valid credit card linked directly to the respective ad platform(s). Client is billed directly by the platform for all media spend. Client is solely responsible for maintaining the ad account in good standing.
iii. Payment Failures: If a payment failure causes the platform to pause campaigns, Agency shall make commercially reasonable efforts to notify the Client. Client acknowledges that Agency is not liable for any loss of performance, data gaps, or "re-learning" periods caused by platform pauses.
iv. Account Verification & Compliance: Ad platforms frequently require "Advertiser Verification" or periodic identity re-verification. Agency shall make commercially reasonable efforts to notify the Client when such requirements arise and will provide guidance on the submission process. However, the completion of these requirements—including the provision of sensitive business documentation, personal identification, or tax information—is the sole responsibility of the Client. Agency is not liable for campaign pauses, loss of performance, or "re-learning" periods resulting from Client’s failure to complete platform verification in a timely manner.
v. Media Spend (Agency-Paid): If Client requires Agency to facilitate the disbursement of ad spend (e.g., Agency pays the platform on Client's behalf), Client must pay the anticipated budget to Agency in full in advance. A 3% Administration & Processing Fee will be added to the total spend amount to cover credit card interest, liability, and administrative overhead.
vi. Campaign Pausing vs. Service Cancellation: Client may request to "pause" active campaigns at any time. However, because Agency remains responsible for account security, platform updates, and strategic availability, all Monthly Management Fees remain due and payable in full during the "paused" period. To stop management fees, Client must follow the formal cancellation procedures (minimum notice period) as outlined in the Master Terms.
2. Account Ownership & Access
a. Agency Accounts: All ad accounts, pixels, and tracking data created by Agency on Agency-owned master accounts (including third-party providers and Agency-held Manager Accounts) are the sole property of the Agency.
b. Termination: Upon termination of services, Client access to Agency-owned ad accounts and proprietary data dashboards will be revoked. Agency is not obligated to "transfer" ad accounts that exist within the Agency’s master organizational structure.
3. Performance & Optimization
While Agency utilizes industry-best practices and Ideal Customer Profiles (ICPs) to optimize campaigns, Agency provides no guarantee of specific conversion rates, lead quality, or ROI, as these are dependent on market variables and Client’s internal sales follow-up.
4. Campaign Optimization & Targeting
4.1 Strategic Adjustments: Agency reserves the right to adjust audience layering, geographic targeting, and budget distribution as needed to ensure campaign success. If a Client-requested targeting parameter (e.g., hyper-narrow layering) threatens the campaign’s ability to spend the budget or reach a statistically significant audience, Agency will modify these settings to ensure viability.
4.2 Creative Review vs. Strategic Control: Ad creatives and copy are sent to the Client for review to ensure factual accuracy and brand alignment. This review process is not intended as an opportunity for the Client to redefine the Agency's overarching marketing strategy or messaging logic. Client-mandated changes that contradict Agency research or professional tools will be noted, and Agency shall not be held liable for any resulting decline in performance.
