PAY-PER-CLICK ADVERTISING — MONTHLY MANAGEMENT AGREEMENT

This PPC Advertising Management Agreement ("Agreement") is entered into on the Effective Date by and between Underdog Solutions ("Agency") — 150 Fayetteville Street, Suite 300, Raleigh, North Carolina 27601 · 919-823-7924 · info@underdogsolutions.com — and the Client identified in the signup form above. Collectively, the "Parties."

1. Services

Agency agrees to provide pay-per-click advertising management services, which may include Google Ads, Microsoft/Bing Ads, and Meta (Facebook/Instagram) Ads campaign strategy, account setup, keyword & audience research, ad copy & creative direction, landing-page recommendations, conversion & call tracking setup, remarketing, bid & budget management, A/B testing, optimization, reporting, and consulting, as included in the selected package.

2. Advertising Spend Is Separate

The monthly management fee is for Agency's services only and does not include advertising spend (the amounts paid to Google, Microsoft, Meta, or any other ad platform). Client is responsible for funding all ad spend directly with each platform, or authorizing Agency to manage a Client-funded budget. Client sets and approves the advertising budget and may adjust it on written notice. Agency does not mark up, hold, or guarantee any ad spend.

3. PPC Package Selection

Client selects one package (monthly management fee, billed in advance):

• Starter PPC — $399/mo: 1 advertising platform (Google Ads), up to 2 campaigns, keyword & audience research, ad copy creation, conversion tracking setup, monthly bid & budget optimization, and monthly reporting.
• Growth PPC — $899/mo: up to 2 platforms (e.g. Google Ads + Meta Ads), up to 5 campaigns, A/B ad testing, audience & remarketing setup, landing-page recommendations, conversion tracking, bi-weekly optimization, and monthly reporting & strategy call.
• Dominator PPC — $1,299/mo: up to 3 platforms (Google, Meta, Microsoft), expanded campaign coverage, advanced remarketing, A/B & landing-page testing, CRO recommendations, call/lead tracking, weekly optimization, priority support, and monthly reporting & strategy session.

4. Payment Terms

Client pays the selected monthly management fee in advance. The first month's management fee is due today. Client authorizes Agency to automatically charge the payment method on file each month on the recurring billing date unless terminated per these terms. Advertising spend is funded separately per Section 2.

5. Automatic Renewal & Cancellation

This Agreement renews on a month-to-month basis. Client may cancel by written notice at least thirty (30) days prior to the next monthly billing date. Without timely notice, the Agreement renews and the next monthly fee is charged. No partial or prorated refunds.

6. Client Responsibilities

Client agrees to provide and maintain access to its advertising accounts, website, hosting, domain, billing methods, and analytics when requested; fund advertising spend on time; provide accurate business and offer information; respond timely; review deliverables; and maintain legal compliance. Agency is not responsible for delays, paused campaigns, or lost performance caused by lack of access, missing information, declined ad-spend payments, delayed approvals, or Client inaction.

7. Client Content Responsibility

Client is solely responsible for all information, claims, offers, pricing, products, services, testimonials, guarantees, advertisements, and content used in campaigns, and warrants such information is accurate, truthful, legally compliant, non-deceptive, properly licensed, and non-infringing. Agency may rely on Client-provided information without independent verification.

8. Ad & Creative Approval

All campaigns, ads, creative, copy, and landing pages are deemed approved upon launch unless Client provides written objection within five (5) business days. Once launched, Client assumes full responsibility for the advertising and any resulting platform charges.

9. No Guarantee of Results

Agency does not control search engines, ad platforms, auctions, or third-party websites, and makes no guarantee of clicks, impressions, conversions, leads, sales, cost-per-click, cost-per-acquisition, return on ad spend (ROAS), ad approval, or placement. Ad pricing and delivery are determined by the platforms. Agency agrees only to perform services using generally accepted industry practices.

10. Chargeback & Payment Dispute Waiver

Work begins immediately after payment is received and all management fees are earned upon receipt. Client agrees not to initiate chargebacks, ACH reversals, or payment/credit-card/processor disputes without first providing Agency written notice and thirty (30) days to cure. If Agency prevails, Client is responsible for outstanding balances, collection costs, attorney fees, court & administrative fees, and interest at 1.5% per month. Agency may suspend services during any dispute.

11. Ownership of Accounts & Work Product

Client owns its advertising accounts and, upon full payment, the ad creative and landing-page assets created specifically for Client. Agency retains ownership of its proprietary systems, templates, processes, methodologies, bidding strategies, reporting systems, frameworks, and training materials.

12. Third-Party Platforms

Agency uses third-party platforms (Google, Microsoft, Meta, analytics & tracking tools) and is not responsible for ad disapprovals, account suspensions, algorithm or policy changes, billing changes, outages, cost fluctuations, or platform decisions.

13. Indemnification

Client agrees to defend, indemnify, and hold harmless Underdog Solutions and its owners, officers, employees, contractors, and agents from any claims, damages, liabilities, judgments, penalties, costs, and attorney fees arising from Client's business operations, products/services, advertising/marketing claims, regulatory violations, IP/copyright/trademark/defamation/privacy/accessibility/false-advertising claims, or any Client-provided information. This obligation survives termination.

14. No Legal Review

Agency is not a law firm and does not provide legal advice or guarantee compliance with FTC, ADA, HIPAA, platform advertising policies, or state/federal/industry regulations. Client is solely responsible for obtaining legal review when necessary.

15. Limitation of Liability

Agency acts solely as a marketing, advertising-management, consulting, and technology provider and is not liable for content accuracy, advertising/product/service claims, ad spend, wasted spend, regulatory actions, investigations, complaints, defamation/copyright/trademark claims, revenue/profit losses, business interruption, reputational harm, or performance/ranking/ROAS losses. Agency's total liability shall not exceed the total management fees paid by Client during the immediately preceding thirty (30) day period.

16. Refund Policy

All management fees are non-refundable. PPC involves immediate labor, research, planning, account setup, creative, implementation, optimization, and consulting that cannot be recovered once performed. Advertising spend, once committed to a platform, is governed by that platform's policies and is outside Agency's control.

17. Termination

Agency may immediately terminate for non-payment, failure to fund ad spend, abuse of Agency personnel, illegal or fraudulent activity, or breach. Client remains responsible for all amounts due through the current billing term.

18. Governing Law & Venue

Governed by the laws of the State of North Carolina. Any dispute shall be brought exclusively in the state or federal courts located in Wake County, North Carolina, and both Parties consent to that jurisdiction.

19. Entire Agreement

This Agreement constitutes the entire agreement between the Parties and supersedes all prior discussions, proposals, and agreements. No modification is valid unless made in writing and signed by both Parties. By signing below, the Parties affix their signatures effective as of the date signed.