Master Services
Agreement

1Payment & Authorization

Before campaign launch or any advertising activity begins, the Company requires both:

• Receipt of a signed Agreement; and
• Full payment of the approved project setup fee.

Upon signing this Agreement, the Client will have three (3) business days to provide a valid payment method to process the setup fee and to keep on file for billing the monthly campaign management fee. The monthly management fee will be automatically billed every thirty (30) days following campaign launch, subject to the required three (3) month minimum campaign management commitment. If the signed Agreement and payment authorization are not received within the initial three (3) business days, a one hundred dollar ($100) late processing fee will be added to the setup fee total. Campaign setup and launch may be delayed until all outstanding amounts are paid in full. The Company reserves the right to postpone or cancel project initiation if the Client fails to comply with these payment and authorization requirements.

2Minimum Commitment & Early Termination

The Client agrees to a minimum commitment term of three (3) months for campaign management services. If the Client elects to terminate this Agreement before completion of the three-month commitment period, the Client will remain responsible for payment of the remaining balance owed for the remainder of the commitment term. The Company invests substantial time, resources, and expertise into the development, execution, and ongoing management of customized advertising campaigns. This engagement requires consistent cooperation and timely payment from both Parties to ensure successful campaign execution.

3Late Payments

Monthly management fees are due on the agreed-upon billing date. A two (2) day grace period will be provided for payment processing. Payments not received within this grace period will automatically incur a late fee of one hundred dollars ($100), which will be applied without exception. In addition, any outstanding balance not paid within fifteen (15) days of its due date shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower, until paid in full. Failure to remit payment in accordance with these terms may result in service interruption or suspension until the account is brought current. The Client shall reimburse the Company for all reasonable costs of collection, including reasonable attorneys’ fees, incurred by the Company in collecting past-due amounts.

4Taxes

All fees payable under this Agreement are exclusive of any applicable sales, use, value-added, goods-and-services, withholding, or similar taxes, duties, or levies (collectively, “Taxes”). The Client is solely responsible for the payment of all Taxes associated with the Client’s purchase of and engagement for services under this Agreement, other than Taxes imposed on the Company’s net income. If the Company is required to collect or remit any such Taxes, the Client agrees to pay such Taxes in addition to the fees set forth herein.

5Refunds

Due to the nature of digital marketing services and the substantial time, resources, and third-party commitments required to initiate and operate campaigns, fees paid to the Company are non-refundable once services have commenced, except as expressly set forth in writing by the Company. Setup fees are non-refundable upon payment. Monthly management fees are non-refundable for the billing period in which services have been rendered in whole or in part.

6Advertising Spend

Advertising budgets are paid directly by the Client to advertising platforms such as Google Ads, Meta Ads, Microsoft Advertising, YouTube, and TikTok. The Company does not control advertising platform billing systems and does not guarantee advertising results. The Client agrees to maintain sufficient funding within the relevant advertising platforms to allow campaigns to operate as intended. The Company shall not be responsible for campaign interruptions, performance limitations, or account suspensions arising from insufficient advertising funding, declined payment methods, or platform-imposed billing actions.

7Third-Party Services & Platforms

Certain tools may be recommended or integrated to support campaign tracking and reporting, including platforms such as CallRail, Google Analytics, Shopify, and other analytics or integration platforms. These services are contracted and paid directly by the Client to the third-party provider. The Client’s use of any third-party service is subject to the terms of service and privacy policies of that third-party provider.

The Company is not responsible for outages, service interruptions, pricing changes, or performance issues associated with third-party platforms. The Company shall not be liable for any losses, damages, or claims arising from the actions, policies, outages, or modifications of third-party platforms, including but not limited to account suspensions, ad disapprovals, algorithm changes, feature deprecations, or policy updates imposed by such platforms.

8Client Asset Ownership

All advertising accounts, campaign data, landing pages, tracking infrastructure, analytics accounts, and advertising pixels created during the engagement remain the sole property of the Client. The Company operates strictly as the campaign manager and strategist responsible for building and optimizing campaigns within the Client’s accounts.

9Campaign Strategy & Work Product

While all advertising accounts, campaign data, landing pages, tracking infrastructure, analytics properties, and advertising pixels created during the engagement remain the sole property of the Client, the methodologies, campaign structures, strategies, optimization frameworks, and proprietary processes developed by the Company in the course of providing services constitute the intellectual work product of the Company. Such work products include, but are not limited to, campaign architecture, keyword research methodologies, audience segmentation strategies, bidding and optimization frameworks, conversion optimization techniques, reporting methodologies, proprietary scripts, and campaign management processes.

The Client is granted a limited, non-exclusive, non-transferable, non-sublicensable right to use these materials solely for the purpose of operating advertising campaigns during the course of this engagement. The Client agrees not to reproduce, distribute, license, sell, disclose, reverse engineer, or otherwise transfer the Company’s proprietary strategies, frameworks, methodologies, or processes to any third party without the prior written consent of the Company. Nothing in this provision shall restrict the Client’s ownership or access to its advertising accounts, campaign data, advertising budgets, or marketing assets.

10Client Content License

The Client retains ownership of all content, data, logos, trademarks, creative assets, copy, and materials that the Client provides to the Company in connection with the services (“Client Content”). The Client grants the Company a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, display, distribute, and transmit the Client Content solely for the purpose of providing the services contemplated under this Agreement. The Client represents and warrants that (a) the Client owns or has obtained all necessary rights, licenses, and permissions to the Client Content; (b) the Client Content does not infringe, misappropriate, or violate any third-party right, including intellectual property, privacy, or publicity rights; and (c) all business information, promotional claims, offers, pricing statements, warranties, and representations supplied to the Company are accurate, lawful, and compliant with all applicable regulations and advertising platform policies.

11Portfolio & Promotional Rights

Unless otherwise agreed in writing, the Client grants the Company a non-exclusive, perpetual, worldwide, royalty-free license to display, reference, and describe the services performed for the Client — including the Client’s name, logo, campaign results, and non-confidential performance data — in the Company’s portfolio, case studies, website, sales materials, and other marketing communications for the purpose of showcasing the Company’s capabilities to prospective clients. The Client may withdraw this permission in writing at any time, after which the Company will remove the Client’s identifying marks from any newly produced promotional materials within a commercially reasonable period.

12Client Responsibilities

The Client agrees to cooperate fully with the Company to facilitate the effective execution of campaign services described in this Agreement and any associated statement of work. The Client shall provide all necessary access to advertising platforms, analytics platforms, domains, websites, content management systems, customer relationship management systems, and any other technical assets required for the implementation, management, and optimization of advertising campaigns. The Client further agrees to provide timely feedback, approvals, and any requested information necessary for campaign development, testing, and ongoing optimization.

Where advertising budgets are required for the operation of campaigns, the Client agrees to maintain sufficient funding within the relevant advertising platforms to allow campaigns to operate as intended. The Client also represents and warrants that all business information, promotional claims, offers, pricing statements, warranties, and representations supplied to the Company are accurate, lawful, and compliant with all applicable regulations and advertising platform policies. The Company shall not be held responsible for delays in campaign implementation, performance limitations, or interruptions in service resulting from the Client’s failure to provide required access credentials, necessary information, timely approvals, or adequate communication during the course of the engagement.

13Acceptable Use

The Client’s use of the services and any Company-provided software, tools, dashboards, or portals is subject to the Company’s Acceptable Use Policy, which is incorporated herein by reference. The Client agrees not to (a) use the services for any unlawful, fraudulent, harmful, deceptive, or abusive purpose; (b) attempt to gain unauthorized access to the services, other client accounts, or any connected systems; (c) introduce viruses, worms, or other malicious code; (d) circumvent usage limits, security measures, or technical restrictions; (e) use the services to transmit spam, unsolicited bulk communications, or content that infringes the rights of others; or (f) use automated means to scrape, harvest, or extract data beyond what is expressly authorized. The Company reserves the right to suspend or terminate services immediately upon any violation of the Acceptable Use Policy.

14AI-Powered Services

If the services include artificial-intelligence-enabled features — including but not limited to AI Inbound Intake, AI Outbound Sales agents, AI Task Manager, AI-enhanced SEO tooling, AI-assisted content generation, and conversational AI bots (collectively, the “AI Services”) — the following additional terms apply:

• Nature of AI. AI Services use probabilistic models and may produce outputs that are inaccurate, incomplete, biased, or unsuitable for a particular purpose. AI outputs are provided on an “as-is” basis.
• No Guarantee of Results. The Company does not guarantee that AI Services will produce any specific result, conversion, revenue, lead volume, or other outcome.
• Client Responsibility & Human Oversight. The Client is solely responsible for reviewing, verifying, editing, and approving all AI-generated content before publication, distribution, transmission, or use. The Client must maintain appropriate human oversight of AI outputs.
• Regulatory Compliance. The Client is solely responsible for ensuring that AI-generated communications — including automated calls, texts, emails, and messages — comply with all applicable laws and regulations, including the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, the Federal Trade Commission Act, state auto-dialer and consent statutes, industry-specific regulations, and all applicable disclosure requirements for AI-generated content.
• Data Processing. AI Services may process Client Content, customer interactions, and communications to deliver and improve the services, as further described in the Company’s Privacy Policy.
• Restrictions. The Client shall not (a) use AI Services to generate unlawful, harmful, threatening, defamatory, deceptive, or discriminatory content; (b) create deepfakes, disinformation, or content designed to impersonate real persons without authorization; (c) attempt to extract, replicate, or reverse engineer the underlying models, weights, or training data; or (d) represent AI-generated outputs as human-generated where such representation would be misleading, deceptive, or in violation of applicable law or platform policy.
• Evolving Technology. The Company may update, modify, or replace the AI models and systems underlying the AI Services at any time.

15Campaign Access & Suspension

The Client acknowledges that the Company provides ongoing campaign management, monitoring, and optimization services that require continuous strategic oversight and operational support. In the event that the Client fails to maintain payment obligations, violates the terms of this Agreement, or terminates the engagement prior to the completion of the required minimum commitment term, the Company reserves the right to suspend campaign management services until the account is brought into compliance with the terms of this Agreement.

Upon termination of the engagement and fulfillment of all outstanding financial obligations, the Company will relinquish administrative access to advertising accounts and associated campaign assets as appropriate. The Client will retain full ownership of all advertising accounts, campaign data, landing pages, and tracking infrastructure. The Company shall not be responsible for campaign performance, account stability, or operational outcomes once management services have been suspended or terminated.

16Confidentiality

Both Parties agree to maintain the confidentiality of any proprietary, confidential, or sensitive business information disclosed or obtained during the course of this engagement. Such confidential information may include, but is not limited to, marketing strategies, campaign performance data, customer information, pricing structures, financial information, operational methodologies, source code, and any proprietary technology or processes belonging to either Party.

Neither Party shall disclose, publish, or distribute confidential information to any third party without the prior written consent of the other Party, except where disclosure is required by applicable law or regulatory authority. Each Party agrees to use reasonable measures to protect the confidentiality of such information and to ensure that any employees, contractors, or agents with access to such information are bound by similar confidentiality obligations. Confidential information does not include information that (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully in the receiving Party’s possession before disclosure; (c) is rightfully received from a third party without confidentiality obligations; or (d) is independently developed without use of the disclosing Party’s confidential information. These confidentiality obligations shall survive the termination or expiration of this Agreement indefinitely and shall remain in full force and effect for as long as the confidential information remains proprietary or non-public in nature.

17Disclaimer of Warranties

18Performance Expectations

The Company provides advertising strategy, campaign management, forecasts, and performance projections based on experience, available data, and industry benchmarks. Any projections, revenue estimates, or performance expectations are provided for planning purposes only and are not guarantees of specific results. Advertising outcomes depend on numerous factors outside the control of the Company, including market conditions, competition, platform algorithm changes, pricing adjustments, and the Client’s internal business operations. While the Company acts in good faith and in the best interests of its clients, the Company does not guarantee revenue, lead volume, conversion rates, profitability, or any other specific result.

19Lead Handling & Sales Responsibility

The Client acknowledges that digital advertising campaigns are designed to generate marketing opportunities in the form of inquiries, calls, form submissions, chats, or other lead actions. The conversion of these opportunities into paying customers depends on the Client’s internal sales processes, responsiveness to inquiries, pricing strategies, customer service practices, and operational capacity.

The Company is responsible for managing advertising campaigns and optimizing lead generation performance; however, the Company does not control the Client’s internal sales processes or the manner in which leads are handled after they are generated. The Client is solely responsible for responding to leads in a timely manner, maintaining appropriate staffing to handle inbound inquiries, and implementing effective sales processes to convert prospects into customers. Accordingly, the Company shall not be held responsible for revenue outcomes, sales performance, customer conversion rates, or business profitability resulting from the Client’s handling of leads generated through advertising campaigns.

20Indemnification

The Client agrees to indemnify, defend, and hold harmless the Company and its officers, directors, shareholders, employees, contractors, agents, and affiliates (collectively, the “Indemnified Parties”) from and against any and all claims, liabilities, damages, losses, costs, and expenses — including reasonable attorneys’ fees and court costs — arising out of or related to (a) the Client’s use or misuse of the services or any Company-provided tools; (b) the Client Content, including any claim that the Client Content infringes, misappropriates, or violates the intellectual property, privacy, publicity, or other rights of any third party; (c) any promotional claim, offer, pricing statement, warranty, or representation supplied by the Client that is inaccurate, unlawful, or non-compliant with applicable law or advertising platform policy; (d) the Client’s breach of this Agreement or any representation, warranty, or covenant contained herein; (e) the Client’s violation of any applicable law or regulation, including TCPA, CAN-SPAM, FTC guidelines, HIPAA, GDPR, or CCPA where applicable; (f) the Client’s handling of leads or customer data, including any data breach or unauthorized disclosure occurring within the Client’s systems or processes; or (g) the Client’s use of AI-generated outputs without adequate human review.

The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Client, in which case the Client shall cooperate fully with the Company in asserting any available defenses. The Client shall not settle any claim without the Company’s prior written consent.

21Limitation of Liability

22Non-Solicitation of Personnel

The Client acknowledges that the Company has invested substantial time and resources into developing its internal team and contractor network. During the term of this Agreement and for a period of twenty-four (24) months following its termination, the Client agrees not to directly or indirectly solicit, recruit, hire, contract, or otherwise engage any employee, contractor, consultant, or team member of the Company who participated in providing services to the Client. If the Client breaches this provision, the Client agrees to pay liquidated damages equal to twelve (12) months of the individual’s most recent compensation or fifty thousand dollars ($50,000 USD), whichever is greater, in addition to any other remedies available under law or equity. The Parties agree that this amount is a reasonable estimate of the damages the Company would suffer and is not a penalty.

23Professional Standards & Mutual Conduct

The Company conducts all services with the highest standards of professionalism, transparency, and integrity. The Company is committed to operating in a manner that prioritizes the Client’s long-term success and business interests. All strategic recommendations, campaign decisions, and optimization efforts are made in good faith and based on industry best practices, performance data, and the Client’s stated objectives. The Company will not knowingly engage in conduct intended to harm the Client’s business, brand reputation, advertising accounts, or marketing performance.

In return, the Client is expected to engage with the Company in good faith, provide accurate and complete information, respond to requests in a timely manner, and refrain from any conduct intended to harm the Company’s business, reputation, team members, or service delivery. Any conduct by the Client that is abusive, fraudulent, deliberately harmful, or in violation of this Agreement may result in immediate suspension or termination of services, with all outstanding fees becoming immediately due and payable.

24Term, Termination & Cancellation

24.1 Term

This Agreement shall commence on the date of signature and shall continue on a month-to-month basis following the expiration of the three (3) month minimum commitment term, unless earlier terminated in accordance with this Agreement.

24.2 Cancellation & Notice Requirement

Following the completion of the required three (3) month minimum campaign management commitment, either Party may terminate ongoing month-to-month services by providing no less than thirty (30) days’ written notice prior to the next billing cycle. Cancellation requests must be submitted in writing. Any cancellation request submitted less than thirty (30) days before the next scheduled billing date will not prevent the upcoming billing cycle from being charged. Campaign management services will continue through the end of the final paid billing period to allow for proper campaign transition and account handover. Failure to provide the required notice period will result in the next scheduled monthly management fee being billed as normal.

24.3 Termination for Cause

Either Party may terminate this Agreement immediately upon written notice if the other Party (a) materially breaches this Agreement and fails to cure such breach within ten (10) days after receiving written notice of the breach; (b) becomes insolvent, makes an assignment for the benefit of creditors, or files for bankruptcy protection; or (c) engages in fraudulent, abusive, or unlawful conduct. The Company may terminate this Agreement immediately upon any non-payment, chargeback, or violation of the Acceptable Use Policy.

24.4 Effect of Termination

Upon termination for any reason, (a) all outstanding fees and reimbursable expenses shall become immediately due and payable; (b) the Client’s license to use any Company-provided software, AI tools, or proprietary materials shall immediately cease; (c) each Party shall return or destroy the other Party’s confidential information upon request; and (d) all provisions of this Agreement that by their nature should survive termination — including those regarding fees owed, intellectual property, confidentiality, non-solicitation, indemnification, warranty disclaimers, limitation of liability, and dispute resolution — shall survive.

25Dispute Resolution

In the event of a dispute, both Parties agree to first attempt resolution through good-faith discussion and negotiation for a period of at least thirty (30) days. If the matter cannot be resolved through informal discussion, the dispute shall be resolved through final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Arbitration shall be conducted by a single arbitrator in Miami-Dade County, Florida, or such other location as the Parties may mutually agree in writing. The arbitrator’s award shall be final and may be entered in any court of competent jurisdiction.

26General Provisions

26.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-laws principles. Subject to the arbitration provisions above, the Parties consent to the exclusive jurisdiction of the state and federal courts located in Miami-Dade County, Florida for any matter not subject to arbitration.

26.2 Entire Agreement

This Agreement, together with the Supplemental Terms and any applicable statement of work or proposal executed by the Parties, constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, communications, and understandings, whether written or oral.

26.3 Amendments

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. The Company may update the Supplemental Terms from time to time, and such updates shall be effective upon posting at astraresults.com.

26.4 Assignment

The Client may not assign or transfer this Agreement, in whole or in part, without the prior written consent of the Company. The Company may assign this Agreement without consent in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this provision shall be null and void.

26.5 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, shall be severed, and the remaining provisions shall continue in full force and effect.

26.6 Waiver

No waiver of any term or condition of this Agreement shall be deemed a further or continuing waiver of such term or condition or of any other term or condition. The failure of either Party to assert any right under this Agreement shall not constitute a waiver of such right.

26.7 Force Majeure

Neither Party shall be liable for any failure or delay in performance under this Agreement (other than payment obligations) due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, civil unrest, labor disputes, governmental actions, utility or internet outages, cyber-attacks, or failures of third-party platforms or service providers.

26.8 Independent Contractor

The Company is an independent contractor, and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, franchise, employment, or fiduciary relationship between the Parties. Neither Party has authority to bind the other or incur any obligation on the other’s behalf.

26.9 Notices

All notices under this Agreement shall be in writing and shall be deemed given when delivered by (a) personal delivery; (b) certified or registered mail, return receipt requested; (c) recognized overnight courier; or (d) email to the address of record, with confirmation of receipt. Notices to the Company shall be sent to the address listed at the top of this Agreement.

26.10 Counterparts & Electronic Signatures

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted electronically or by facsimile, including through e-signature platforms such as DocuSign, shall be deemed originals for all purposes.

26.11 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns, and nothing herein shall create or be deemed to create any third-party beneficiary rights.

26.12 Headings

Section headings are for reference only and shall not affect the interpretation of this Agreement.

27Acceptance, Payment Authorization & Binding Effect

27.1 Acceptance

By signing below, the Client confirms that they have reviewed and agreed to the services, scope of work, investment terms, and all terms and conditions outlined in this Agreement and in the Supplemental Terms incorporated herein by reference. The Client acknowledges that this document constitutes a binding agreement between the Client and Astra Marketing Corp., doing business as Astra Results Marketing. Campaign setup and advertising activity will not begin until the Company has received both a signed Agreement and payment authorization for the approved project setup fee.

27.2 Payment Authorization

The Client authorizes Astra Marketing Corp. to charge the payment method provided by the Client for the approved project setup fee and for recurring monthly campaign management fees associated with this engagement. Recurring billing for campaign management services will begin upon campaign launch and will automatically recur every thirty (30) days thereafter unless terminated in accordance with the cancellation terms outlined in this Agreement. The Client certifies that they are an authorized user of the payment method on file and agrees not to dispute legitimate charges for services rendered under this Agreement. The Client further agrees that any chargeback or payment dispute initiated in bad faith shall be deemed a material breach of this Agreement, entitling the Company to immediate suspension of services and recovery of all disputed amounts plus reasonable costs of collection.

27.3 Authority to Sign

The individual signing below on behalf of the Client represents and warrants that they are duly authorized to execute this Agreement on behalf of the Client and to bind the Client to the terms and conditions set forth herein.