Marketing Services Terms

1. Agreement and order of precedence

These Marketing Services Terms apply to services purchased from Manifold Marketing and Analytics LLC, a Georgia limited liability company (Manifold), by the client identified in a statement of work (Client). A downloaded proposal is not an order, does not authorize a charge, and does not establish an agreement. The agreement becomes effective when authorized representatives of both parties sign a completed statement of work (SOW).

The agreement consists of the signed SOW, its attached version of these terms, and any change orders signed by both parties. A signed change order controls the matters it changes, followed by the SOW, then these terms. Later website changes do not amend an existing agreement. Separate self-serve advertising platform terms apply only to separately ordered platform services and do not replace the billing or scope provisions of this SOW.

2. Scope, delivery, and client cooperation

Manifold will perform the selected services and monthly deliverables stated in the SOW with reasonable professional care. The scope covers one brand and one website unless the SOW says otherwise. Monthly hour ranges are planning estimates, not hourly billing, guaranteed staffing levels, or a bank of transferable hours. Deliverable quantities and stated scope boundaries define the work. Onboarding is included in the commitment fee and is separate from recurring monthly effort estimates.

Client will designate an authorized contact, provide accurate brand information, necessary access and licensed assets, and review work promptly. Manifold will agree priorities and a delivery calendar during onboarding. Work requiring approval will not be treated as approved merely because Client is silent. Delayed access, materials, or approvals may shift delivery dates. Monthly allowances do not roll over automatically; work delayed by Manifold will be rescheduled without an additional service fee.

Produced assets include two consolidated revision rounds unless the SOW specifies otherwise. A new concept or material change to an approved brief may require a change order. No additional work or fee is authorized without written approval from both parties.

3. Commitment, start date, and renewal

The SOW states a fixed commitment of 3, 6, or 12 months, billed monthly. The service start date must be completed before signature; it begins the commitment and monthly billing periods. The parties may change that date in writing to accommodate access, approvals, or payment. Services do not renew automatically. Any extension requires written agreement.

Six-month and twelve-month discounts apply only to service fees as shown in the SOW. Advertising budgets, taxes, software, and separate projects are not discounted. Service mix changes may be agreed at quarterly planning for the next quarter through a written change order that states revised scope and pricing. A change does not shorten the agreed term unless both parties expressly agree.

4. Fees, invoicing, and payment

All amounts are in U.S. dollars. The monthly service fee, advertising allocation, discount, and commitment total are stated in the SOW. Fees are invoiced monthly in advance and payment is due before the applicable service month begins unless a different payment schedule is signed by both parties. The first payment is due before the service start date. Downloading or signing this document alone does not authorize automatic card or bank charges; any such authorization is obtained separately.

Applicable sales or similar transaction taxes are additional if required by law; Manifold remains responsible for taxes on its own income. Hosting, software subscriptions, custom production, major development, and other excluded costs require a separate written scope or Client purchase. Notify Manifold promptly of an invoice dispute and pay the undisputed balance on time. The parties will work in good faith to resolve disputed amounts.

Manifold may suspend affected work for an undisputed overdue payment after giving written notice and 10 days to cure. A suspension does not by itself extend the term or waive properly due fees. No automatic late-payment penalty is imposed by these terms.

5. Advertising budgets and reconciliation

When selected, paid search includes $1,000 per month shared across Google and Microsoft/Bing; display includes $500 per month; paid social includes $1,000 per month for each selected platform. The SOW identifies selected platforms. Media is shown separately from the service fee and is already included in the monthly total; it must not be charged twice. The number of paid social platforms does not change its count as one selected service.

Manifold will report actual media spend and reconcile funded balances monthly. Unspent media will be credited to the next invoice or carried forward with Client's written agreement; it is not converted into a service fee. At the end of the engagement, unspent funds will be returned within 30 days after final platform reconciliation, less documented noncancelable media charges authorized by Client. No spend above the agreed budget or transfer between paid social platform allocations is authorized without Client's written approval.

Search and paid social impression and click estimates are dynamic. Any display click estimate is subject to inventory and delivery confirmation and is not a guaranteed lead or sale. Third-party platforms control inventory, policies, approval decisions, and availability.

6. Approvals, claims, and permissions

Client is responsible for the accuracy and substantiation of its business claims, offers, pricing, professional credentials, and regulated statements, and for rights in supplied content and audience lists. Client must approve regulated or specialist claims before publication. Manifold may decline unlawful, misleading, or platform-prohibited work and will notify Client of the issue.

Client authorizes Manifold to access only the accounts and systems needed for the agreed services. Use role-based access where available and retain ownership of Client accounts. Client must provide appropriate permissions for analytics, email, audience data, trademarks, photographs, and testimonials. Purchased lists or sensitive personal data are not assumed to be approved for marketing use.

7. Reporting and performance expectations

Monthly reporting will summarize completed work, available connected-channel results, comparisons with prior periods, and next priorities. Metrics depend on authorized access, tracking configuration, consent settings, and third-party data availability. AI visibility reports use dated samples; answers and citations may vary between runs. Rankings, indexing, citations, traffic, leads, sales, and return on investment are not guaranteed.

Unified reporting is included. The website's dashboard is an illustrative planned interface, not a promise that a particular portal is available at signing. Until an agreed portal is available, Manifold will provide the monthly report in a shareable document or equivalent review format.

8. Ownership and third-party materials

Client retains ownership of its existing materials, accounts, and data. On full payment of the applicable fees, Manifold assigns to Client its rights in final custom deliverables created specifically for Client under the SOW, to the extent those rights can be assigned. Drafts and unused concepts are excluded unless separately agreed.

Manifold retains pre-existing tools, reusable components, methods, and general know-how. To the extent these are embedded in paid final deliverables, Manifold grants Client a perpetual, nonexclusive license to use them as part of those deliverables for Client's business. Fonts, stock assets, software, and other third-party materials remain subject to their licenses. Client will be informed of any material license restriction or additional purchase required. Public use of Client's name, logo, or results as a case study requires Client's written consent.

9. Confidentiality and data handling

Each party will protect the other's nonpublic business information with reasonable care, use it only to perform this agreement, and share it only with personnel or service providers who need it and are bound by appropriate confidentiality obligations. This does not cover information already lawfully known, independently developed, publicly available without breach, or lawfully received from another source. Required legal disclosures are permitted with advance notice where lawful.

Confidentiality continues for three years after termination and for trade secrets as long as they remain trade secrets under applicable law. Each party will follow applicable privacy and security obligations. A separate data-processing agreement or specialist compliance arrangement will be agreed where required before the relevant processing begins. Patient records, student records, payment credentials, and other sensitive data are outside the ordinary marketing scope. Manifold will notify Client without undue delay of a confirmed security incident affecting Client data in its control and cooperate in reasonable response steps.

10. Termination and handover

Either party may terminate for a material breach that remains uncured 30 days after written notice describing the breach. Either party may terminate immediately if the required performance would be unlawful. Early termination for convenience during the fixed commitment requires a written agreement on the end date, completed work, and any settlement; no unspecified early-termination penalty is created by these terms.

On expiration or valid termination, Client owes fees for services performed through the effective end date and documented, authorized noncancelable third-party commitments. Manifold will refund prepaid fees for services not performed after that date and reconcile media under Section 5. Within 15 business days after final settlement, Manifold will provide paid final deliverables and reasonably available campaign records, return or revoke access as directed, and reasonably assist with handover. Additional transition work requires an agreed scope.

11. Professional standard and liability

Manifold will use reasonable professional skill and care. If Client identifies a material failure to meet the agreed scope, Manifold will have a reasonable opportunity to correct or reperform the affected work without additional service fees. This does not create a guarantee of campaign outcomes or uninterrupted third-party services.

To the extent permitted by law, neither party is liable to the other for indirect, special, consequential, or punitive damages, including lost profits. Each party's aggregate liability under this agreement is limited to service fees paid or payable for the preceding 12 months of the SOW. These limits do not apply to fraud, willful misconduct, breaches of confidentiality, infringement or misuse of the other party's intellectual property, payment obligations, obligations to return unspent media or unearned prepaid fees, or liabilities that cannot lawfully be limited.

12. General provisions and signatures

The parties are independent contractors. Neither may bind the other or assign the agreement without written consent, except to a successor in a merger or sale that assumes the obligations. Neither party is responsible for delay caused by events beyond its reasonable control, provided it gives prompt notice and works to reduce the impact; this does not excuse payment for work already performed. If such delay lasts over 30 days, either party may end affected services and reconcile amounts as provided above.

Georgia law governs, excluding conflict-of-law rules. Subject to applicable mandatory law, disputes will be brought in state or federal courts located in Fulton County, Georgia. The parties will first try to resolve disputes through good-faith discussion. If a provision is unenforceable, the remaining provisions continue. Waivers and amendments must be in writing. The agreement supersedes earlier proposals about the same scope.

Notices must be sent by email to the contacts identified in the SOW; notices to Manifold go to info@manifoldplatform.com. The parties may sign in counterparts and may agree to electronic signatures. Each signer represents that they have authority to bind their organization. Keep a completed, signed copy with all attached terms. Filling in proposal details or downloading a file is not a signature or acceptance.