Marketing Services Agreement

Version: September 1, 2026. Prior versions: v2026-05-11

Important: this agreement governs the marketing services you purchase from us. Please read it. It applies together with your signed proposal, and your proposal controls where the two conflict.

This Marketing Services Agreement (the “Agreement”) is between The 108 Group, LLC, a Wyoming limited liability company registered to do business in California, doing business as AI Rank System (“AI Rank System,” “we,” “us” or “Agency”) and the business that purchases marketing services from us (“Client” or “you”). It takes effect when you sign a proposal that refers to it, when you complete our Client Billing Authorization Form, when you pay an invoice that refers to it, or when you otherwise request or accept services from us, whichever happens first. Our services are for business use only; by accepting this Agreement you confirm you are acting on behalf of a business and not as a consumer.

1. Services. We will provide the marketing and advertising services described in your signed proposal and any written change orders (the “Services”). Where a proposal describes a service in more detail than this Agreement, the proposal controls.

2. Term. The Services begin on the start date stated in your proposal (or, if none is stated, the date we receive your signed proposal) and continue for the initial term stated in the proposal (the “Initial Term”). If the proposal does not state an initial term, the Initial Term is 6 months. After the Initial Term, the Services continue month to month until either party gives at least 30 days written notice of cancellation under Section 12.

3. Fees, Billing and Payment.

3.1 Billing in advance. Fees are billed monthly in advance on the billing day stated in your proposal or, if none, on the monthly anniversary of your start date. Invoices are due on receipt. Setup, launch and other one-time fees are billed on acceptance.

3.2 Payment method on file. You will keep a valid payment method (bank account or card) on file with us at all times during the term, and you authorize us to charge it for fees under your proposal and this Agreement on the schedule above, for one-time fees, for approved additional work, and for any amounts due under Sections 3.6, 3.7 and 13. Our Client Billing Authorization Form is where this authorization is recorded.

3.3 Ad spend. Advertising spend is separate from our fees. Ad platforms (Google, Meta, Microsoft, TikTok, LinkedIn and others) bill you directly on a payment method held in your own account with them. We do not control their billing practices. If your card is declined by a platform, your campaigns will pause and we are not responsible for the results.

3.4 Ad spend tiers. Fees for advertising management are quoted for the ad spend tier stated in your proposal. If your actual monthly ad spend exceeds that tier, our published rate for the higher tier applies for that billing period. We will notify you by email when a tier change applies. Your continued spend above the tier, or your payment of an invoice reflecting the adjusted fee, confirms your acceptance of the adjusted fee. If you want to stay in your original tier, tell us in writing and we will cap spend accordingly.

3.5 No refunds. All fees are non-refundable. We incur tool, subcontractor and labor costs at the start of every engagement and throughout it, many of them under non-refundable commitments of our own.

3.6 Late payment. If a charge to your payment method fails or an invoice is not paid within 7 days of its due date, we may suspend the Services until paid, and the unpaid amount accrues interest at 1.5 percent per month (18 percent per year), or the maximum rate permitted by law if lower. You are responsible for our reasonable costs of collection, including collection agency fees and attorneys fees. Suspension for non-payment does not extend the term or reduce the fees due.

3.7 Chargebacks and payment reversals. You agree not to dispute or reverse a payment to us for services covered by your proposal. If you do, you remain liable for the amount, plus the bank and processor fees we incur, an administrative fee of $150 per disputed transaction, and our costs of responding to the dispute.

3.8 Additional work. Work you request outside the scope of your proposal is billed at our then-current hourly rate in half-hour increments, or at a fixed price we quote and you approve by email.

3.9 Taxes. Fees exclude sales, use and similar taxes, which you will pay where applicable.

4. Your Obligations: Access and Cooperation.

4.1 You will give us, promptly and for the full term, the access we need to perform the Services, including: administrative access to your advertising accounts, analytics, tag manager, search console and business profile; website, hosting, domain and content management access; permission to communicate on your behalf with your web developer, software vendors and other third parties involved in your marketing; access to existing tracking and analytics accounts; permission to use your company email domain for listing claims and similar marketing tasks; and use of your logos, trademarks, images and content for the Services.

4.2 You will review and respond to our requests for approvals, materials and information within 5 business days.

4.3 Withdrawing or restricting access, failing to provide required materials or approvals, or otherwise failing to cooperate does not suspend, reduce or excuse any fees. During any period in which you have restricted our access or cooperation, we are treated as having performed so long as we remain ready, willing and able to perform. Withdrawal of access that is not restored within 10 days after we notify you in writing is a material breach of this Agreement.

5. Ownership.

5.1 Yours. Advertising, analytics, business profile, tag manager, search console and similar accounts opened in your name belong to you. Your website, logos, trademarks, existing content, customer data and business information belong to you. Where we open an account on your behalf, we open it in your name unless the proposal says otherwise.

5.2 Ours. Our systems, tools, software, data assets, intent data, audience lists built in our own systems, templates, processes, methods and know-how belong to us. Landing pages, campaign structures, ad creative and content we produce for you are licensed to you for use in your marketing during the term and, after the term, may continue to be used by you in the form delivered, provided all fees have been paid. Proprietary plugins, pixels, data feeds and software we install may be removed at the end of the term.

5.3 Portfolio. We may identify you as a client and describe the work in general terms in our marketing unless you ask us in writing not to.

6. Confidentiality. Each party will keep the other’s non-public business information confidential, use it only for this engagement, and protect it with reasonable care, during the term and for 2 years after. This does not apply to information that is public, already known to the receiving party, independently developed, or required to be disclosed by law.

7. No Guarantee of Results. Marketing outcomes depend on factors outside our control, including platform algorithms and policies, competitor activity, market conditions, your pricing, reputation and sales process, and economic conditions. We do not guarantee rankings, traffic, lead volume, cost per lead, appointment or sales volume, revenue, or any other result. Estimates in proposals are estimates.

8. Third-Party Platforms. We are not responsible for the actions, policies, outages, pricing changes, account suspensions or other decisions of Google, Meta, Microsoft, TikTok, LinkedIn, hosting providers, data providers, software vendors or other third parties. Those events do not excuse your payment obligations. We will use reasonable efforts to work around them.

9. Limitation of Liability. Our total liability to you arising out of this Agreement and the Services, in contract, tort or otherwise, will not exceed the fees you paid us in the 3 months before the event giving rise to the claim. Neither party is liable to the other for indirect, incidental, special, consequential or punitive damages or lost profits, except that this limitation does not apply to your payment obligations, either party’s indemnity obligations, or a party’s willful misconduct.

10. Indemnity. You will defend and indemnify us against third-party claims arising from your products or services, your content and materials, claims made in advertising you approved, your customer or user data, or your violation of law or platform policy. We will defend and indemnify you against third-party claims that content we created for you infringes a United States copyright or trademark, excluding content based on materials you supplied.

11. Amendments. Your proposal and this Agreement may be amended (a) by a writing signed by both parties, (b) by an email exchange in which we state the change and you confirm it, or (c) by your payment of an invoice that reflects the change. The parties’ course of dealing may also establish a modification.

12. Cancellation and Termination.

12.1 Cancellation after the Initial Term. After the Initial Term, either party may cancel on 30 days written notice. Your notice is effective only if sent by email to [email protected] or submitted through our Services Cancellation Form. Notice given any other way is not effective.

12.2 Early termination by you. You may not cancel during the Initial Term except for our uncured material breach under Section 12.4. If you stop paying, withdraw access, or otherwise stop the engagement during the Initial Term without our written agreement, that is an early termination and Section 13 applies. If you intend to cancel, use the Services Cancellation Form so the date of your notice is on record.

12.3 Termination by us. We may terminate the Services for non-payment not cured within 10 days of notice, for your other material breach not cured within 30 days of notice, or on 30 days notice for any reason after the Initial Term. We may also decline or terminate services to anyone whose business, content or conduct we consider unlawful or a risk to our platforms or reputation.

12.4 Cure period. Before either party terminates for breach, it will give the other written notice describing the breach and 30 days to cure it (10 days for non-payment or withdrawal of access). Giving that notice does not waive any claim for damages.

12.5 Effect. On termination you will pay all amounts due, and the provisions on ownership, confidentiality, limitation of liability, indemnity, early termination fee, non-solicitation, governing law and venue survive.

13. Early Termination Fee. We incur substantial costs at the start of an engagement, including tools, subcontractor commitments and setup labor, which are recovered through monthly fees across the Initial Term, and our pricing depends on your completing that term. If you terminate this Agreement before the end of the Initial Term other than for our uncured material breach, or if we terminate for your uncured breach or non-payment, you will pay an Early Termination Fee equal to (a) 100 percent of the monthly fees for the 3 months following the termination date (or the balance of the Initial Term if shorter), plus (b) 50 percent of the monthly fees for any remaining months of the Initial Term after those 3 months, plus (c) any unamortized setup, launch or build fees identified in your proposal. For fees that vary with ad spend or other volume, the monthly fee used in this calculation is the amount on your most recent invoice. The parties agree that our actual damages from early termination are difficult to determine and that this fee is a reasonable estimate of them and not a penalty. The Early Termination Fee is credited against any damages we recover for lost fees, so it is never collected in addition to them; it does not limit our recovery of unpaid invoices, collection costs, or damages for breach of any other section. The Early Termination Fee is due immediately and may be charged to your payment method on file.

14. Security Interest. To secure payment of amounts you owe us, you grant us a security interest in your accounts, accounts receivable, deposit accounts, inventory, equipment, general intangibles and their proceeds, and you authorize us to file a UCC-1 financing statement to perfect it. We will give you written notice and 15 days to pay before filing. We will file a termination statement within 15 days after you pay in full, at your cost.

15. Non-Solicitation. During the term and for 12 months after, you will not hire or engage, directly or indirectly, any of our employees or contractors who worked on your account without our written consent. Because the loss of a trained team member is difficult to value, you agree that a fee equal to 50 percent of that person’s annualized compensation with us is a reasonable estimate of our loss.

16. Recording. You consent to our recording and transcribing calls and video meetings for quality, training and record keeping, and you will inform anyone you bring to a call that it is being recorded.

17. Independent Contractor. We are an independent contractor, not your employee or partner. We may provide similar services to other businesses, including your competitors.

18. Force Majeure. Neither party is liable for delay or failure to perform (other than payment) caused by events beyond its reasonable control, including natural disasters, war, civil unrest, labor disputes, government action, pandemics, or failures of the internet, power or third-party platforms.

19. Assignment. You may not assign this Agreement without our written consent. We may assign it to an affiliate or a successor to our business. We may use subcontractors.

20. Notices. Notices must be in writing and sent by email to the addresses below (and are effective on the next business day), or by nationally recognized courier or certified mail to the addresses below (effective on delivery). Our notice address: The 108 Group, LLC, doing business as AI Rank System, 1275 4th St #108, Santa Rosa, CA 95404, [email protected]. Your notice address is the email and mailing address on your proposal or billing form.

21. Governing Law, Venue and Jurisdiction. This Agreement is governed by the laws of the State of Wyoming, the state in which we are organized, without regard to its conflict-of-law rules. Any action arising out of or relating to this Agreement or the Services shall be brought exclusively in the state or federal courts located in Sonoma County, California. You irrevocably consent to the personal jurisdiction of those courts and waive any objection to venue or forum, including any claim that the forum is inconvenient. Notwithstanding the foregoing, we may bring an action to collect amounts you owe in any court of competent jurisdiction where you reside, do business or hold assets, and either party may bring a qualifying claim in small claims court. The prevailing party in any action shall recover its reasonable attorneys fees and costs.

22. Entire Agreement; Precedence. Your signed proposal, this Agreement, and our Client Billing Authorization Form are the entire agreement between us and replace prior discussions. If they conflict, the proposal controls as to the services, fees and term it specifies, then this Agreement, then the Billing Authorization Form.

23. Waiver; Severability. Our not enforcing a provision is not a waiver of it. If a provision is unenforceable it will be limited to the extent necessary and the rest remains in effect.

24. Electronic Signatures. Electronic and scanned signatures, and acceptance by clicking, paying or emailing, have the same effect as original signatures.

25. Updates to This Agreement. We may publish updated versions of this Agreement. The version attached to or referenced by your signed proposal governs your Initial Term. An updated version applies to you from the start of your next renewal period after it is published, and we will email you when a new version is published.

Questions about this Agreement: [email protected].

Prior versions: v2026-05-11