MASTER SERVICE AGREEMENT

PLEASE READ THE FOLLOWING MASTER SERVICES AGREEMENT (THE “AGREEMENT”). THE AGREEMENT GOVERNS YOUR ACCESS TO AND USE OF THE SERVICES AS DEFINED BELOW. BY ACCEPTING THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT INCLUDING ANY EXHIBITS ATTACHED TO, AND INCORPORATED INTO THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THE AGREEMENT (YOU MUST NOT ACCEPT THIS AGREEMENT AND YOU MUST NOT ACCESS OR USE THE SERVICES).

IN THE AGREEMENT, “YOU” ARE SOMETIMES REFERRED TO AS “CUSTOMER”. GGMS, LLC IS REFERRED TO AS “GGMS.” IF YOU ARE ENTERING INTO THE AGREEMENT ON BEHALF OF A COMPANY, BUSINESS, OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE LEGAL ENTITY AND ITS AFFILIATES TO THE TERMS OF THE AGREEMENT, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO ALL SUCH LEGAL ENTITIES AND THEIR AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, YOU MUST NOT ACCEPT THIS AGREEMENT AND YOU MUST NOT ACCESS OR USE THE SERVICES.

YOU MAY NOT ACCESS THE SERVICES IF YOU ARE OUR DIRECT COMPETITOR. YOU MAY NOT ACCESS THE SERVICES FOR PURPOSES OF MONITORING THE AVAILABILITY, PERFORMANCE OR FUNCTIONALITY OF THE SERVICES, OR FOR ANY OTHER BENCHMARKING OR COMPETITIVE PURPOSES.

THIS AGREEMENT WAS LAST UPDATED ON 10/5/21. IT IS EFFECTIVE BETWEEN YOU AND GGMS AS OF THE DATE THAT YOU SIGN THIS AGREEMENT (THE “EFFECTIVE DATE”); PROVIDED THAT, IF GGMS WAS PROVIDING YOU SERVICES PRIOR TO THE EFFECTIVE DATE, THIS AGREEMENT SHALL BE DEEMED EFFECTIVE AS OF THE DATE THE SERVICES COMMENCED.

1. DEFINITIONS

1.1 “Assets”

means: (a) GGMS’s proprietary filters, action plans, legends, decision trees, templates, flow charts, and similar that GGMS uses to provide the Services; (b) any tools created by or on behalf of GGMS, including without limitation GGMS’s Google search ad creator tool, tools to customize searches by market, GGMS’s e-alert tool, and creative optimization tools; and (c) GGMS’s icon classification system.

1.2 “Content”

means content, data, and information that is owned by GGMS or any of its licensors that is provided or made available by GGMS through use of the Services or as part of or in connection with GGMS’s provision of Services. Content does not include Customer Data.

1.3 “Custom Content”

means anything set forth on the applicable Order expressly as custom or third party work created by GGMS or a third for the Customer, which may include advertisements, social media posts, or other media, but excluding any Customer Data that may be provided by Customer for use in such Content.

1.4 “Custom Owned Content”

means that portion of the Custom Content that is original work of GGMS, which for clarity, excludes any third party work, stock photos, etc.

1.5 “Customer Data”

means the electronic data and information input into the Services by or on behalf of Customer, including without limitation images, photos, videos, home tours, customer data, and listing details. Customer Data does not include Usage Data or Aggregated Data.

1.6 “Documentation”

means any user materials, instructions, and specifications made available by GGMS to Customer for the Services

1.7 “Order”

means the ordering document on Hubspot that sets forth the services ordered by Customer. Each Order is incorporated by reference into this Agreement.

1.8 “Personal Data”

means information provided by Customer, or otherwise input into the Services by or on behalf of Customer, in each case, that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual or household.

1.9 “Services”

means, collectively, coaching and media services set forth ordered on an Order and described herein, and the other services made available by GGMS under this Agreement. The current services are described on the Service Terms attached and incorporated hereto.

1.10 “Users”

means Customer’s employees, independent contractors, and other individuals who are authorized by Customer to use the Services on behalf of Customer.

1.11 “Usage Data”

means any content, data, or information that is collected or produced by the Services in connection with use of the Services that does not identify Customer or its Users, and may include, but is not limited to, usage patterns, traffic logs, and user conduct associated with the Services.

1.12 “Data Security and Privacy Compliance”

refers to the practices and protocols GGMS implements to protect Customer Data and Personal Data. GGMS adheres to industry-standard security measures, including encryption, access controls, and regular security audits, to safeguard against unauthorized access, disclosure, or loss of data. GGMS also complies with relevant data protection laws, including but not limited to GDPR and CCPA, ensuring that all personal data is processed lawfully and transparently.

1.13 “Force Majeure”

refers to any cause beyond a party's reasonable control, including but not limited to natural disasters, pandemics, government regulations, labor strikes, supply chain disruptions, acts of war or terrorism, civil disturbances, or other events that render performance impossible or impractical. Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to a Force Majeure event. The affected party must promptly notify the other party in writing of such an event and make reasonable efforts to mitigate its effects.

1.14 “Subcontracting”

efers to the practice of GGMS engaging third parties ("Subcontractors") to perform certain services under this Agreement. GGMS may subcontract its obligations, provided that GGMS remains fully responsible for the actions and performance of its Subcontractors. GGMS will ensure that all Subcontractors adhere to the same confidentiality, data security, and performance standards outlined in this Agreement.

2. SERVICES

2.1 Provision of Services

Subject to the terms and conditions of this Agreement, GGMS shall provide the Services to Customer and its Users.

2.2 Cooperation

Customer shall supply to GGMS the Customer Data and Personal Data along with access and personnel resources that GGMS reasonably requests in order for GGMS to provide the Services.

2.3 Third Party Offerings

GGMS may make access to or use of third-party software services, applications, or functionality that link to, interoperate with, or are incorporated into the Services available to Customer, which may include without limitation offerings from Hubspot (collectively, “Third-Party Offerings”). “Third-Party Offerings” also include advertising platforms such as Facebook, Google, Instagram, and Bing. Customer acknowledges that GGMS does not own or control such Third-Party Offerings, they are made available as a convenience only, and are not part of the Services or subject to any of the warranties, service commitments, or other obligations with respect to Services under this Agreement and that such Third-Party Offerings are subject to their own terms and conditions. Any acquisition by Customer of Third-Party Offerings, and any exchange of data between Customer and any Third Party Offering is solely between Customer and the applicable Third-Party Offering provider. Access to and use of any Third-Party Offerings is at Customer’s own risk and is solely determined by the relevant third-party provider and is subject to such additional terms and conditions applicable to such Third-Party Offering. Customer is responsible for complying with all applicable terms and conditions of the provider of the applicable Third-Party Offering. GGMS may disable or restrict access to any Third-Party Offerings on the Services at any time without notice. GGMS is not liable for Third-Party Offerings or any Customer Data provided to a third party via a Third-Party Offering. For clarity, and notwithstanding anything to the contrary, Customer is responsible for all communications (including without limitation emails and texts sent as part of the inbox management services) sent through its Third-Party Offerings accounts, even if such communications are sent by GGMS. Customer represents and warrants that: (a) it has all rights necessary to authorize GGMS to access and use Third-Party Offerings on Customer’s behalf; (b) it shall be responsible for all fees and charges assessed by the provider of the Third-Party Offering; (c) any Personal Data or Customer Data used in connection with a Third-Party Offering has been and will be collected, used, and shared in accordance with all applicable laws and regulations; (d) all communications made via a Third-Party Offering shall be done in accordance with all applicable laws, regulations, and standards; (e) it shall be responsible for ensuring all email communications are in compliance with applicable law, and Customer shall notify GGMS of any required email disclosures.

3. GRANT OF RIGHTS

3.1 Access Rights; Customer’s Use of the Services

Subject to the terms and conditions of this Agreement, and to the extent set forth on the applicable Order, GGMS hereby grants to Customer, during the Term (as defined below), a non-exclusive, non-sublicensable right to access and use the Services, Assets and Content for which Customer has paid the applicable fees, for Customer’s own internal business purposes in accordance with the Documentation and the terms and conditions of this Agreement. GGMS and its licensors reserve all rights in and to the Services, Assets, and Content and the Services not expressly granted to Customer under this Agreement.

3.2 Restrictions on Use

Customer shall not (a) reproduce, display, download, modify, create derivative works of or distribute the Services, Assets, or Content, or attempt to reverse engineer, decompile, disassemble or access the source code for the Services, Assets, Content, or Services or any component thereof; (b) use the Assets, Content, or Services, or any component thereof, in the operation of a service bureau to support or process any content, data, or information of any party other than Customer; (c) permit any party, other than the then-currently authorized Users to independently access the Assets Content, or Services; (d) use the Services, Assets, or Content in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third-party, or that violates any applicable law; (e) use the Services, or Third-Party Offerings to store or transmit any code, files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses; or (f) use the Assets, Content, or Services for any competitive purpose. Customer shall not, and shall not permit any User to, use the Assets, Content, Services, or Documentation except as expressly permitted under this Agreement. Customer is responsible for Users’ compliance with this Agreement.

3.3 Data Security and Privacy

GGMS shall implement and maintain commercially reasonable security measures to protect Customer Data and Personal Data from unauthorized access, use, or disclosure. These measures shall include, but are not limited to, encryption of data in transit and at rest, access controls, and regular security audits. GGMS will comply with all applicable data protection regulations, including but not limited to the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA). In the event of a data breach, GGMS will promptly notify the Customer and take all necessary steps to mitigate the breach's impact.

3.4 IP Ownership of Developed Tools

All proprietary tools, technologies, and software developed by GGMS in the course of providing the Services are and shall remain the exclusive property of GGMS. The Customer is granted a limited, non-exclusive, non-transferable license to use these tools solely for their internal business purposes during the Term of this Agreement. Any modifications, enhancements, or derivative works created from these tools are also the property of GGMS.

3.5 Limitations on Customer’s Use of Services

Customer shall not use the Services for any unlawful or prohibited activities, including but not limited to, the transmission of illegal content, violation of intellectual property rights, or any action that may harm GGMS's systems or reputation. The Customer is responsible for implementing adequate security measures to protect access to the Services and must immediately notify GGMS of any unauthorized use. Failure to comply with this section may result in the suspension or termination of Services.

3.7 Technology Changes and Updates

GGMS reserves the right to make changes or updates to the technology, software, or platforms used in providing the Services as necessary to improve functionality, security, or performance. GGMS will notify the Customer of any significant changes that may impact the delivery of the Services. Any additional costs associated with these updates will be communicated to the Customer in advance. The Customer agrees to make any necessary adjustments on their end to accommodate these updates.

4. FEES AND PAYMENT TERMS

4.1 Price

Customer shall pay GGMS the fees set forth in the applicable Order (“Fees”) in accordance with the terms of this Agreement. Fees are exclusive of, and Customer shall pay all taxes, fees, duties, and other governmental charges arising from the payment of any Fees or any amounts owed to GGMS under this Agreement (excluding any taxes arising from GGMS’s income or any employment taxes). Fees for any Services requested by Customer that are not set forth on an Order will be charged as mutually agreed to by the parties in writing. Except as set forth on an Order, GGMS may increase its fees upon sixty (60) days written notice to Customer.

4.2 Payment

Except as set forth in the applicable Order, Customer shall pay to GGMS all Fees within 30 days after Customer’s receipt of the applicable invoice for such Services. If Customer disagrees with any Fees set forth in an invoice, it shall notify GGMS of the dispute within 30 days after receipt of such invoice. All payments received by GGMS are non-refundable and non-cancellable except as otherwise expressly provided in this Agreement. Customer shall make all payments in United States dollars. All payment obligations are non-cancellable except as set forth in the Order. Any late payments shall accrue interest in the amount of 1.5% per month until paid (or a lower rate if required by applicable law), and Customer shall be responsible for GGMS’s costs of collection, including reasonable attorneys fees.

4.3 Service Credits or Remedies

If GGMS fails to meet the agreed-upon service levels or deliverables, the Customer may be entitled to service credits or other remedies as outlined in the applicable Order. Service credits will be applied to future invoices, and any other remedies will be determined based on the nature and impact of the service failure. Service credits are the sole and exclusive remedy for any service failures unless otherwise specified in this Agreement.

4.4 Customer Satisfaction Guarantee

GGMS is committed to delivering high-quality services. If the Customer is not satisfied with the Services provided, they must notify GGMS in writing within thirty (30) days of the service delivery. GGMS will work with the Customer to address any issues and, if necessary, provide additional services or adjustments at no extra cost. If the issues cannot be resolved, the Customer may be eligible for a partial refund or credit, at GGMS’s discretion.

5. TERM AND TERMINATION

5.1 Term

This Agreement commences on the Effective Date and continues for an initial term of ninety (90) days ("Initial Term"). After the Initial Term, this Agreement will automatically renew on a month-to-month basis (each a “Renewal Term”), unless terminated earlier in accordance with the terms of this Agreement.

5.2 Termination

Either party may terminate this Agreement or any Order by providing at least thirty (30) days' written notice to the other party, effective at the end of the then-current month. In the event that the Agreement is terminated before the end of the Initial Term, the Customer will be liable for the full fees for the remainder of the Initial Term.

5.3 Effects of Termination

Upon termination of this Agreement and all Orders: (a) all amounts owed to GGMS under this Agreement before such termination will be due and payable in accordance with Section 4; (b) all rights granted by GGMS in this Agreement will immediately cease; (c) Customer shall promptly discontinue all access and use of the Assets, Content, and Services and return or erase, all copies of the Documentation in Customer’s possession or control; and (d) GGMS shall promptly return or erase all Customer Data, except that GGMS may retain Customer Data in GGMS’s archived backup files. Sections 1, 3.2, 4, 5.4, 6, 7.2, 7.3, and 8-11 survive expiration or termination of this Agreement.

5.4 Termination for Convenience

Either party may terminate this Agreement for convenience after the Initial Term by providing thirty (30) days' written notice to the other party. Upon termination for convenience, the Customer will be responsible for all fees and costs incurred up to the termination date. GGMS will continue to provide the Services until the termination date, after which all rights granted to the Customer under this Agreement will cease.

5.5 Transition Services

Upon termination of this Agreement, GGMS will provide reasonable assistance to the Customer to facilitate a smooth transition to another service provider or platform. This may include transferring data, providing final reports, and offering guidance on the transition process. Transition services will be billed at GGMS's standard hourly rate unless otherwise agreed upon in writing.

5.6 Data Ownership Post-Termination

Upon termination of this Agreement, the Customer retains ownership of all Customer Data. GGMS will make the Customer Data available for retrieval for a period of ninety (90) days following termination. After this period, GGMS will securely delete all Customer Data from its systems unless otherwise required by law or expressly agreed upon by the parties in writing.

5.7 Service Suspension

GGMS reserves the right to suspend the Services immediately upon written notice to the Customer in the event of (a) non-payment of fees when due, (b) Customer’s breach of this Agreement, (c) a security threat that could compromise the integrity of the Services, or (d) as required by law or regulation. GGMS will work with the Customer to resolve the issue causing the suspension. Services will be reinstated upon resolution of the issue to GGMS’s satisfaction. During the suspension, the Customer remains liable for all fees due under this Agreement.

5.8 Service Suspension for Non-Compliance

GGMS reserves the right to suspend the Services immediately upon written notice to the Customer if the Customer fails to comply with any law or regulation applicable to the Services, including anti-spam laws and data protection regulations. GGMS will work with the Customer to resolve the compliance issue promptly. The Services will be reinstated once GGMS is satisfied that the issue has been rectified. During the suspension period, the Customer remains liable for all fees due under this Agreement.

6. PROPRIETARY RIGHTS

6.1 Customer Data

As between the parties, Customer owns all right, title, and interest in Customer Data and Personal Data, including all intellectual property rights therein.

6.2 Customer License Grant

Customer hereby grants to GGMS, during the Term, a limited, non-exclusive, non-transferable (except as permitted by Section 11.3), non-sublicensable license to modify, display, perform, distribute, copy, and otherwise use the Customer Data and Personal Data solely for the limited purpose of performing the Services for Customer under this Agreement.

6.3 Custom Content and Consulting Services

To the extent that GGMS provides Customer with any Custom Content (as set forth on an applicable Order), Customer shall have the rights to such Custom Content as set forth in the applicable Order and/or third-party license. To the extent that GGMS provides Customer with any Custom Owned Content (as set forth on an applicable Order), GGMS hereby assigns its rights to such Custom Owned Content to Customer.

In addition to Custom Content, GGMS offers consulting services that are available upon request. These services are billed at a rate of $250 per hour and may include, but are not limited to, strategic marketing advice, campaign optimization, platform setup, and other tailored consulting services as requested by the Customer. Consulting services will be invoiced separately, and payment is due upon receipt of the invoice.

6.4 The Services

All proprietary technology utilized by GGMS to perform its obligations under this Agreement, and all intellectual property rights in and to the foregoing, as between the parties, are the exclusive property of GGMS, including without limitation the Assets, Content, and Services, and including without limitation all improvements, enhancements, or derivatives thereto. GGMS or its third party licensors retain ownership of all right, title, and interest to all copyrights, patents, trademarks, trade secrets, and other intellectual property rights in and to the Content, Assets, and the Services, including without limitation the Documentation, customizations, and enhancements, and all processes, know-how, and the like utilized by or created by GGMS in performing under this Agreement. Any rights not expressly granted to Customer hereunder are reserved by GGMS.

6.5 Aggregated Data

Notwithstanding anything in this Agreement to the contrary, GGMS may analyze Customer Data and Personal Data to create a de-identified and aggregated data set that does not identify Customer or its Users (collectively, “Aggregated Data”). GGMS retains ownership of all right, title, and interest in and to Aggregated Data. GGMS may use and share Aggregated Data for any lawful purpose, including to improve, market, and provide the Services.

6.6 Usage Data

GGMS retains ownership of all right, title, and interest in and to the Usage Data. GGMS may use and share Usage Data in connection with its performance of its obligations in this Agreement and for any other lawful business purpose, including, but not limited to, benchmarking, data analysis, and to improve GGMS’s services, systems, and algorithms.

6.7 Audit Rights

GGMS reserves the right to audit the Customer’s use of the Services to ensure compliance with the terms of this Agreement, including but not limited to verifying the appropriate use of GGMS’s proprietary tools and data security measures. Such audits may be conducted upon reasonable notice during normal business hours and will not unreasonably interfere with the Customer’s business operations. The Customer agrees to provide reasonable assistance and access to information as part of the audit. Any non-compliance identified during the audit must be rectified by the Customer within thirty (30) days of notification.

7. WARRANTY; DISCLAIMERS

7.1 GGMS Warranties

GGMS warrants that the Services will be performed in a workmanlike manner. GGMS does not warrant that the Services will be completely error-free or uninterrupted. If Customer notifies GGMS of a reproducible error in the Services that indicates a breach of the foregoing warranty (each, an “Error”) within 30 days after Customer experiences such Error, GGMS shall, at its own expense and as its sole obligation and Customer’s exclusive remedy: (a) use commercially reasonable efforts to correct or provide a workaround for such Error; or (b) if GGMS is unable to correct or provide a workaround for such Error within 60 days after receiving notice of such Error from Customer, Customer may terminate this Agreement upon notice to GGMS and, GGMS shall refund the amounts paid by Customer for access to the Services for the period during which the Services was not usable by Customer. The warranties set forth in this Section 7.1 do not apply to any Third Party Offerings or cover any Error caused by: (i) Customer or its Users; (ii) use of the Services in any manner or in any environment inconsistent with its intended purpose; (iii) Customer’s hardware or software; or (iv) circumstances beyond GGMS’s reasonable control.

7.2 Customer Warranties

Customer represents and warrants that: (a) it has the right to use and share the Customer Data and Personal Information as contemplated by this Agreement; (b) it has the right to provide the Customer Data and Personal Data to GGMS and to authorize GGMS to use and share it as permitted herein; (c) it has obtained all consents and clearances required for GGMS to use and share the Customer Data and Personal Data as set forth herein; (d) the Customer Data is original work of Customer; (e) the Customer Data and Personal Data, and use and sharing by GGMS thereof, does not infringe, misappropriate, or violate the rights of any third party; (f) Customer shall use the Content, Custom Content, Services in accordance with all applicable laws and regulations, including without limitation any fair housing and non-discrimination laws and regulations; (g) Personal Data has been collected, used, and shared in accordance with all applicable laws and regulations, including without limitation applicable privacy laws, and including specifically the CAN-SPAM Act and TCPA; (h) to the extent Customer instructs GGMS to use any Personal Data to send a text or SMS message, Customer has obtained express and verifiable opt-in consent for the receipt of such messages from the subject of such Personal Data; (i) to the extent Customer instructs GGMS to use any Personal Data to send a message to an individual, Customer shall ensure that all messages are in compliance with all applicable laws and regulations; (j) Customer shall promptly comply with any opt-out or unsubscribe requests, and provide GGMS with any updated Personal Data.

7.3 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 7, GGMS MAKES NO WARRANTIES OF ANY KIND AND GGMS SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

7.4 Intellectual Property Infringement Indemnity

GGMS agrees to defend, indemnify, and hold harmless the Customer from any third-party claims alleging that the Services, including Custom Content provided by GGMS, infringe on intellectual property rights. This indemnification is subject to the Customer promptly notifying GGMS of the claim, allowing GGMS to control the defense and settlement of the claim, and cooperating fully in the defense. This indemnity does not apply if the claim arises from modifications to the Services or Content made by the Customer or if the Services or Content are used in combination with other products or services not provided by GGMS.

7.5 Ethical Conduct and Compliance

Both parties agree to conduct their business operations in accordance with ethical business practices and comply with all applicable laws, regulations, and industry standards. This includes adherence to anti-bribery, anti-corruption, and fair competition practices. Any violation of this clause may be grounds for immediate termination of this Agreement.

7.6 Business Continuity and Disaster Recovery

GGMS is committed to maintaining service continuity in the event of a disaster or significant disruption. GGMS has implemented a Business Continuity and Disaster Recovery Plan that includes regular data backups, the ability to operate from alternate work sites, and predefined recovery time objectives. GGMS will make reasonable efforts to restore services as quickly as possible in the event of a disruption. The Customer acknowledges that some delays may occur due to factors beyond GGMS’s control.

7.7 Force Majeure Extension for Pandemic-Related Delays

In addition to other Force Majeure events outlined in this Agreement, GGMS shall not be liable for any delays or failures in performance resulting from pandemics, epidemics, or public health emergencies, including but not limited to government-imposed quarantines, travel restrictions, or supply chain disruptions. In such cases, GGMS will make reasonable efforts to continue providing the Services and will promptly notify the Customer of any expected delays.

8. INDEMNIFICATION

8.1 Claims Against Customer

GGMS shall defend any claim, suit, or action against Customer brought by a third party to the extent based on an allegation that the Custom Owned Content infringes any U.S. intellectual property rights of such third party (each, a “Customer Claim”), and GGMS shall indemnify and hold Customer harmless, from and against damages, losses, liabilities, and expenses (including reasonable attorneys’ fees and other legal expenses) (collectively, “Losses”) that are specifically attributable to such Customer Claim or those costs and damages agreed to in a settlement of such Customer Claim. The foregoing obligations are conditioned on Customer: (a) promptly notifying GGMS in writing of such Customer Claim; (b) giving GGMS sole control of the defense thereof and any related settlement negotiations; and (c) cooperating and, at GGMS’s request and expense, assisting in such defense. In the event that the use of the Custom Owned Content is enjoined, GGMS shall, at its option and at its own expense either (a) procure for Customer the right to continue using the Custom Owned Content, (b) replace the Custom Owned Content with a non-infringing but functionally equivalent product, (c) modify the Custom Owned Content so it becomes non-infringing or (d) terminate this Agreement and refund the amounts Customer paid for access to the Custom Owned Content that relate to the period during which Customer was not able to use the Custom Owned Content. Notwithstanding the foregoing, GGMS will have no obligation under this Section 8.1 with respect to any infringement claim based upon: (1) any use of the Custom Content not in accordance with this Agreement; (2) any use of the Custom Content in combination with products, equipment, software, or data that GGMS did not supply or approve of if such infringement would have been avoided without the combination with such other products, equipment, software or data; (3) any modification of the Custom Content by any person other than GGMS or its authorized agents or subcontractors; or (4) any Third-Party Offering. This Section 8.1 states GGMS’s entire liability and Customer’s sole and exclusive remedy for infringement claims or actions.

8.2 Claims Against GGMS

Customer shall indemnify, defend, and hold GGMS harmless from and against damages, losses, liabilities, and expenses (including reasonable attorneys’ fees and other legal expenses), claims, suits, or actions arising out of or related to: (a) Customer's or GGMS’s use of any Customer Data or Personal Data; or (b) Customer’s breach of its warranties hereunder (“GGMS Claim”). The foregoing obligations are conditioned on GGMS: (a) promptly notifying Customer in writing of such GGMS Claim; (b) giving Customer sole control of the defense thereof and any related settlement negotiations; and (c) cooperating and, at Customer’s request and expense, assisting in such defense. Notwithstanding the foregoing, Customer will have no obligation under this Section 8.2 or otherwise with respect to any GGMS Claim to the extent based upon GGMS’s use of the Customer Data in violation of this Agreement.

8.3 Dispute Resolution

In the event of a dispute arising out of or relating to this Agreement, the parties agree to first attempt to resolve the dispute through good faith negotiations. If the dispute cannot be resolved through negotiation, the parties agree to submit the dispute to mediation before pursuing any other legal remedies. Mediation will take place in Pinellas County, Florida, or another mutually agreed-upon location. If mediation is unsuccessful, either party may pursue legal action as permitted under Section 11.6 Governing Law; Venue.

8.4 Limitation on Liability for Third-Party Actions

GGMS is not liable for any actions or failures of third-party platforms, including but not limited to Meta (Facebook & Instagram), Google, and Bing, that may affect the delivery of Services. This includes, but is not limited to, disruptions, account suspensions, policy changes, or any other issues arising from these platforms. The Customer acknowledges and agrees that such issues do not constitute a breach of this Agreement.

9. LIMITATIONS OF LIABILITY

IN NO EVENT WILL GGMS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, OR FOR ANY LOST DATA, LOST PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING FROM OR RELATING TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR ITS INDEMNIFICATION OBLIGATION HEREUNDER, GGMS’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNT OF FEES PAID OR OWED BY CUSTOMER TO GGMS UNDER THIS AGREEMENT DURING THE 12 MONTHS PRECEDING THE CLAIM.

9.1 Third-Party Dependencies

GGMS's Services depend on third-party platforms, including but not limited to Meta (Facebook & Instagram), Google, and Bing. While GGMS will make reasonable efforts to maintain the functionality and effectiveness of these integrations, GGMS is not responsible for any disruptions, changes in service, or policy updates made by these third-party platforms that may affect the delivery of Services. The Customer acknowledges and agrees that such disruptions or changes do not constitute a breach of this Agreement.

10. CONFIDENTIALITY

10.1 Definitions

“Confidential Information” means all information disclosed by one party (“Discloser”) to the other party (“Recipient”) under this Agreement during the Term. Confidential Information includes information that is marked or identified as confidential and, if not marked or identified as confidential, information that should reasonably have been understood by Recipient to be proprietary and confidential to Discloser or to a third party. GGMS’s Confidential Information includes its Documentation.

10.2 Protection

Recipient shall not use any Confidential Information for any purpose not expressly permitted by this Agreement and shall not disclose Confidential Information to anyone other than Recipient’s employees and representatives who have a need to know such Confidential Information for purposes of this Agreement and who are subject to confidentiality obligations no less restrictive than Recipient’s obligations under this Section 10. Recipient shall protect Confidential Information from unauthorized use, access, and disclosure in the same manner as Recipient protects its own confidential or proprietary information of a similar nature and with no less than reasonable care. Recipient shall be responsible for the acts and omissions of its representatives.

10.3 Exceptions

Recipient shall have no confidentiality obligations under Section 10.2 above with respect to any information of Discloser that Recipient can document: (a) was already known to Recipient without restriction prior to Discloser’s disclosure; (b) is disclosed to Recipient by a third party who had the right to make such disclosure without violating any confidentiality agreement with or other obligation to the party who disclosed the information; or (c) is, or through no fault of Recipient has become, generally available to the public; or (d) is independently developed by Recipient without access to or use of Confidential Information. Recipient may disclose Confidential Information if required to as part of a judicial process, government investigation, legal proceeding, or other similar process on the condition that, to the extent permitted by applicable law, Recipient gives prior written notice of such requirement to Discloser. Recipient shall take reasonable efforts to provide this notice in sufficient time to allow Discloser to seek an appropriate confidentiality agreement, protective order, or modification of any disclosure, and Recipient shall reasonably cooperate in such efforts at the expense of Discloser.

10.4 Non-Solicitation

During the term of this Agreement and for a period of twelve (12) months following its termination, neither party shall, directly or indirectly, solicit, hire, or engage any employee or contractor of the other party who was involved in the provision or receipt of the Services under this Agreement without the prior written consent of the other party. This non-solicitation obligation does not apply to individuals who respond to a general public advertisement or recruitment campaign not specifically targeted at the other party's employees or contractors.

10.5 Use of Customer’s Brand and Testimonials

The Customer grants GGMS the right to use the Customer's brand, logo, and testimonials in GGMS’s marketing materials, case studies, and website, with the Customer’s prior written consent. GGMS agrees to adhere to any brand guidelines provided by the Customer and to submit all materials for approval before publication.

11. GENERAL

11.1 Independent Contractor

The relationship of the parties established under this Agreement is that of independent contractors and neither party is a partner, employee, agent, or joint venture partner of or with the other, and neither party has the right or authority to assume or create any obligation on behalf of the other party.

11.2 Subcontractors

GGMS may utilize subcontractors and subprocessors (collectively, “Subcontractors”) in the performance of its obligations, provided that GGMS will remain liable and responsible for the Subcontractors’ acts and omissions to the extent any of such acts or omissions, if performed by GGMS, would constitute a breach of, or otherwise give rise to liability to GGMS under, this Agreement when they are performing for or on behalf of GGMS.

11.3 Assignment

Neither party may assign this Agreement or any of its rights under this Agreement to any third party without the other party’s prior written consent; except that a party may assign this Agreement without consent from the other party to (a) an affiliate; or (b) any successor to its business or assets to which this Agreement relates, whether by merger, acquisition, or sale of all or substantially all of its assets, or otherwise. Any attempted assignment in violation of the foregoing will be void and of no force or effect.

11.4 Force Majeure

Except for payment obligations, neither party will be liable for any breach of this Agreement, or for any delay or failure of performance, resulting from any cause beyond that party’s reasonable control, including the weather, civil disturbances, acts of civil or military authorities, acts of war or terrorism, or acts of God.

11.5 Notices

To be effective, notices under this Agreement must be delivered in writing by courier, or certified or registered mail (postage prepaid and return receipt requested) to the other party at the address for each party first set forth on the signature page and will be effective upon receipt, except that e-mail may be used for routine communications and to obtain operational approvals and consents but may not be used for any other notices.

11.6 Governing Law; Venue

The laws of the State of Florida govern this Agreement and any matters related to this Agreement, without regard to any conflicts of laws principles that would require the application of the laws of a different jurisdiction. The parties hereby submit to the exclusive jurisdiction of, and waive any venue objections against, state or federal courts sitting in Pinellas County, Florida in any litigation arising out of this Agreement or the Services.

11.7 Remedies

Except as otherwise expressly provided in this Agreement, the parties’ rights and remedies under this Agreement are cumulative. Each party acknowledges that any actual or threatened breach of Sections 3.2 or 10 will constitute immediate, irreparable harm to the non-breaching party for which monetary damages would be an inadequate remedy, that injunctive relief is an appropriate remedy for such breach, and that if granted, the breaching party agrees to waive any bond that would otherwise be required. If any legal action is brought by a party to enforce this Agreement, the prevailing party will be entitled to receive its attorneys’ fees, court costs, and other legal expenses, in addition to any other relief it may receive from the non-prevailing party.

11.8 Compliance with Laws

Each party shall comply with all laws, rules, and regulations, applicable to that party in connection with this Agreement.

11.9 Waivers

To be effective, any waivers must be in writing and signed by the party to be charged. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

11.10 Severability

If any provision of this Agreement is unenforceable, the other provisions of this Agreement will be unimpaired, and the unenforceable provision will be deemed modified so that it is enforceable to the maximum extent permitted by law (unless such modification is not permitted by law, in which case such provision will be disregarded).

11.11 Counterparts

This Agreement may be executed in counterparts, each of which will be considered an original, but all of which together will constitute the same instrument.

11.12 Entire Agreement

This Agreement, including any Service Terms, Order and any exhibits or attachments thereto, constitute the final and entire agreement between the parties regarding the subject hereof and supersedes all other agreements, whether written or oral, between the parties concerning such subject matter. No terms and conditions proposed by either party shall be binding on the other party unless accepted in writing by both parties, and each party hereby objects to and rejects all terms and conditions not so accepted. To the extent of any conflict between the provisions of this Agreement and the provisions of any Order, the provisions of the Agreement shall govern unless the Order specifically overrides this Agreement. No amendment to this Agreement will be effective unless in writing and signed by the party to be charged.

11.13 Change Management

Any changes to the scope of Services, pricing, or other terms of this Agreement must be documented in a written amendment signed by both parties. Change requests should be submitted in writing and will be evaluated by GGMS to determine the impact on the Services, fees, and delivery timelines. No changes will be implemented without the mutual agreement of both parties, and any changes to fees will be invoiced accordingly.

11.14 Backup and Data Retention Policy

GGMS will regularly back up Customer Data to prevent data loss and ensure data integrity. Backup copies will be retained for a period of (90) days following their creation. Upon termination of this Agreement, GGMS will retain Customer Data for up to (90) days to allow for data retrieval by the Customer. After this period, all Customer Data will be securely deleted from GGMS's systems unless otherwise required by law or expressly agreed upon by the parties in writing.

11.15 Governing Language

This Agreement and all related documents shall be governed by and interpreted in accordance with the English language. If this Agreement is translated into any other language, the English language version shall control in the event of any conflict or discrepancy between the versions.

11.16 No Waiver Clause

The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision. A waiver of any right or provision will only be effective if it is in writing and signed by the party against whom the waiver is to be enforced. The waiver of any breach of any provision of this Agreement shall not operate as a waiver of any subsequent breach.

11.17 Anti-Spam and Communication Compliance

The Customer is responsible for ensuring that all communications sent through GGMS’s Services comply with applicable anti-spam laws, including, but not limited to, the CAN-SPAM Act in the United States, the General Data Protection Regulation (GDPR) in the European Union, and the Telephone Consumer Protection Act (TCPA). GGMS will assist the Customer in ensuring compliance by providing guidance, tools, and templates where applicable. However, ultimate responsibility for compliance lies with the Customer. The Customer agrees to promptly honor any opt-out requests and to maintain records of consent for all communications.

11.18 Customer Feedback and Continuous Improvement

GGMS values ongoing feedback from the Customer to ensure that the Services continuously meet the Customer’s needs and expectations. The Customer agrees to provide timely and constructive feedback on the Services as requested by GGMS. This feedback will be used to refine and improve the Services. Any feedback provided by the Customer shall be considered non-confidential and may be used by GGMS to enhance the Services or develop new offerings. GGMS commits to using this feedback to support the continuous improvement of its Services, ensuring that they remain relevant and effective in meeting the Customer's business objectives.

11.19 Escalation Procedures

In the event that issues arise that cannot be resolved through standard support channels, the parties agree to follow the escalation procedures outlined in this section. The Customer shall first escalate the issue to the GGMS Client Success Manager. If the issue remains unresolved, it will be escalated to the GGMS Director of Operations. Should further escalation be necessary, the final step will involve both parties' executive management teams. These procedures ensure that critical issues are addressed promptly and effectively.

11.20 Customer Responsibilities

The Customer agrees to fulfill the following responsibilities to ensure the effective delivery of GGMS’s Services: (a) provide timely and accurate data as required by GGMS; (b) maintain their systems and software in a manner compatible with GGMS’s requirements; (c) ensure their personnel are adequately trained on using GGMS’s Services; and (d) comply with all recommended best practices provided by GGMS. Failure to meet these responsibilities may result in delays or additional costs, for which GGMS will not be liable.

11.26 IP Ownership and Licensing of Customer-Provided Materials

The Customer retains ownership of any content, data, or materials provided to GGMS for use in the Services. The Customer grants GGMS a limited, non-exclusive, non-transferable license to use these materials solely for the purpose of delivering the Services under this Agreement. Upon termination of this Agreement, GGMS will cease using the Customer-provided materials and will return or destroy them upon the Customer's request.

11.29 Governing Law and Jurisdiction for International Clients

For Customers located outside the United States, this Agreement shall be governed by and construed in accordance with the laws of the State of Florida, USA, without regard to its conflict of law principles. Any disputes arising out of or related to this Agreement shall be resolved in the courts located in Pinellas County, Florida, unless otherwise agreed upon by both parties. The Customer agrees to submit to the jurisdiction of these courts.

11.30 Confidentiality of Analytics and Performance Data

GGMS agrees to treat any analytics or performance data generated on behalf of the Customer as confidential. This data shall not be shared with any third parties without the Customer's prior written consent, except as required by law. GGMS may use data for internal purposes, such as improving service offerings.

SERVICE TERMS

These Service Terms describe the Services to be performed and provided by GGMS pursuant to the Master Services Agreement between GGMS and Customer. All capitalized terms used but not defined herein have the meanings given to them in the Agreement.

1. Services

Customer shall select its package on the Order Form. The packages shall contain the following services, as and how provided by GGMS. The package features are subject to change by GGMS. Customer may move to a higher tier at any time upon reasonable notice to GGMS and payment of the applicable fees, but may not move to a lower tier during the then-current term of its Order.

(a) CRM Integrations

CRM Integrations: "CRM Integrations" refers to the integration of GGMS's Services with third-party Customer Relationship Management (CRM) systems, such as Sierra Interactive, Follow Up Boss, Lofty, or any other CRM platforms supported by GGMS. CRM Integrations enable the seamless flow of data between GGMS's Services and the Customer’s CRM system, allowing for efficient lead management, communication automation, and data synchronization.

Purpose and Use: The primary purpose of CRM Integrations is to enhance the Customer's ability to manage leads, track interactions, and nurture potential clients within their CRM system, leveraging the automation and data insights provided by GGMS's Services. This includes but is not limited to, pushing lead data from GGMS’s marketing campaigns directly into the Customer's CRM, updating lead statuses based on interactions, and triggering automated workflows within the CRM based on predefined criteria.

Responsibility: The Customer is responsible for providing GGMS with the necessary access and credentials to integrate with their CRM system. The Customer must ensure that their CRM system is compatible with GGMS's integration requirements and maintain the CRM account in good standing. GGMS will facilitate the setup and configuration of the CRM Integration as part of the Services provided under this Agreement.

Limitations: GGMS is not responsible for any limitations or restrictions imposed by the CRM platform that may affect the integration or the functionality of the Services. Additionally, any issues arising from the CRM platform itself, such as outages, data discrepancies, or system errors, fall outside the scope of GGMS’s responsibilities.

(b) Marketing Services on Meta (Facebook & Instagram), Google, and Bing

Marketing Services: "Marketing Services" refers to the digital marketing services provided by GGMS that are conducted on third-party platforms, specifically Meta (encompassing Facebook and Instagram), Google, and Bing. These services include, but are not limited to, the creation, management, and optimization of advertising campaigns designed to generate leads, drive traffic, and enhance the online presence of the Customer.

Scope of Services:

• Ad Creation: Developing creative advertisements that align with the Customer’s branding and marketing goals, including visuals, copywriting, and targeting strategies.
• Campaign Management: Ongoing management of advertising campaigns, including budget allocation, audience targeting, bid adjustments, and performance monitoring.
• Optimization: Continuous optimization of campaigns based on performance data to improve results, such as lead conversion rates and return on ad spend (ROAS).
• Reporting: Providing regular reports on campaign performance, including key metrics like impressions, clicks, conversions, and overall return on investment (ROI).

Platform-Specific Services:

• Meta (Facebook & Instagram): Services include running ad campaigns on both Facebook and Instagram, utilizing various ad formats such as image ads, video ads, carousel ads, and story ads. GGMS will also manage audience targeting based on demographics, interests, and behaviors.
• Google: Services include Google Search ads, Google Display ads, YouTube ads, Google Shopping ads, and Google Local Service ads. GGMS will handle keyword selection, bid management, and ad placement to maximize visibility and relevance.
• Bing: Services include search and display advertising on Bing, leveraging Microsoft's ad network to reach audiences on Bing and its partner sites.

Billing and Payment: Advertising costs on these platforms are typically billed directly by the platform (Meta, Google, or Bing) to the Customer’s account. GGMS may manage these accounts on behalf of the Customer, but the Customer remains responsible for ensuring timely payments to the platform. GGMS will bill the Customer separately for the management and optimization services provided, as outlined in the applicable Order.

Compliance: The Customer is responsible for ensuring that all advertisements comply with the relevant legal requirements, platform policies, and industry standards, including those related to privacy, data protection, and non-discrimination. GGMS will provide guidance, but ultimate compliance responsibility lies with the Customer.

Limitations: GGMS does not guarantee specific results from Marketing Services, as outcomes can be influenced by various factors beyond GGMS's control, such as market conditions, competition, and changes to platform algorithms. GGMS is also not responsible for any issues arising from the advertising platforms themselves, such as downtimes, account suspensions, or changes in platform policies.

(c) GGMS Assist

Scope of Service: GGMS offers Inbox Management services to assist the Customer in managing inbound lead communications. This service includes the following:

• Lead Response: GGMS will monitor and respond to inbound lead communications on behalf of the Customer using agreed-upon follow-up protocols. Responses may include initial lead engagement, answering basic inquiries, and providing general information about the Customer's services or properties.
• Property Suggestions: For leads that express interest in specific properties or areas, GGMS may suggest additional properties or options that align with the lead's criteria.
• Lead Escalation: If a lead requires more detailed assistance or is ready to take significant steps, GGMS will alert the Customer, transferring the conversation to the Customer for further handling.

Responsibilities:

• GGMS: GGMS will act on behalf of the Customer in managing inbound communications according to predefined scripts and protocols provided by the Customer. GGMS will maintain the confidentiality of all communications and will act in the best interest of the Customer when interacting with leads.
• Customer: The Customer is responsible for providing GGMS with up-to-date scripts, protocols, and any other relevant information required to manage communications effectively. The 
• Customer is also responsible for any further engagement with leads after they have been escalated by GGMS.

Limitations:

• GGMS is not responsible for the final conversion of leads into clients. The service is limited to initial engagement and the suggestion of properties or services based on the information provided by the Customer.
• GGMS will not send any communications that require legal or regulatory disclosures unless such disclosures are provided by the Customer and explicitly approved for use.
• The Inbox Management service does not include outbound marketing campaigns, which must be ordered separately.

Billing Terms: The Inbox Management service is billed as an add-on service and will be charged according to the rates specified in the applicable Order. The Customer will be invoiced monthly in advance for this service, and all payments are due upon receipt. If the service requires additional hours beyond the agreed-upon scope, these will be billed at GGMS's standard hourly rate, which will be communicated to the Customer in advance.

Termination: The Inbox Management service can be terminated separately from other services provided by GGMS, with 30 days' written notice by either party. Upon termination, GGMS will no longer manage any inbox activities.

2. Fees; Service Details

2.1 Set Up Fees.

Customer shall pay GGMS a one-time set up fee as set forth on an Order. Set up fees shall be due upon execution of an Order.

2.2 Monthly Fees.

Customer shall pay the monthly fees to GGMS as set forth on an Order. Fees are due monthly in advance, and are automatically charged to your card on file by GGMS’s payment processor. Customer warrants that: (a) it has the right to provide GGMS with any payment card information provided to GGMS; (b) it will provide GGMS (or, as applicable, its payment processor) with up to date and accurate payment card information. Customer acknowledges that its card will continue to be automatically charged on a monthly basis until such time Customer cancels its account as set forth in the Agreement. To the extent Customer occurs any overages or purchases any additional products and services, Customer shall be responsible for such amounts. Additional fees and overages are billed monthly in arrears. To the extent that GGMS incurs any fees or expenses through its use of the Third-Party Offerings, Customer shall be responsible for such fees and expenses. In order to use some of the services, Customer must have an account in good standing with Hubspot. Any content of GGMS or its partners available or viewable through Hubspot hereunder shall be “Content”, and Customer shall only have the right to use such Content for its own internal business purposes during the term of the applicable Order.

2.3 Ad Spend

Customer shall pay all costs and expenses related to any advertisement directly to the applicable advertiser, platform, and/or publisher (collectively, the “Publisher”). GGMS shall not be responsible for paying any Publisher directly, and shall not be responsible for any costs incurred by Customer related to such Publisher. Customer warrants that: (a) it has the right to provide Publisher with any payment card information provided to Publisher; (b) it will provide Publisher (or, as applicable, its payment processor) with up to date and accurate payment card information; and (c) it will review and comply with Publisher’s terms. Customer acknowledges that its card will be charged by Publisher as outlined in Publisher’s terms. To the extent Customer occurs any overages or purchases any additional products and services from a Publisher, Customer shall be responsible for such amounts. Customer shall indemnify, defend, and hold GGMS harmless from and against any claims, losses, damages, fines, fees, costs, expenses, or other amounts arising out of or related to Customer’s engagement and use of a Publisher.

2.4 Platform Access/Third-Party Offerings

Customer must permit GGMS to have administrative access to certain of its Third-Party Offerings, including without limitation its platform (“Website, CRM, Ad Platform, etc.”) account in order for GGMS to provide the Services. GGMS may engage with Customer’s database, and maintain and monitor Assets within such Third-Party Offerings, and provide other services as agreed by the parties. Customer acknowledges that GGMS may incur fees through its use of the Third-Party Offerings (including without limitation through Google and Facebook advertising buys), and Customer shall be responsible for all fees associated with the use of the Third-Party Offerings. Customer shall maintain its Third-Party Offerings accounts in good standing at all times, and Customer shall immediately notify GGMS in writing of any material changes to its Third-Party Offerings accounts, including without limitation any notices of delinquency or breach. Upon any termination or expiration of this Agreement or the applicable Order, Customer shall immediately cease use of any GGMS Services and Content (including without limitation any Assets) accessible through Customer’s Third-Party Offerings accounts. If Customer fails to do so, Customer shall pay GGMS for continued use of the Services at GGMS’s then-current rates. If Customer’s account with a Third-Party Offering is terminated or suspended, GGMS shall not have any obligation to provide Services to Customer.

2.5 Custom Content and Consulting Services

Custom Content: Unless specifically set forth in an Order, no Custom Content is to be provided by GGMS to Customer. If Custom Content is provided, the terms will be as outlined in the applicable Order. Any Custom Content created by GGMS for the Customer, including advertisements, social media posts, or other media, will be provided according to the specific terms agreed upon in the Order.

Consulting Services: GGMS also offers consulting services that can be requested by the Customer. These services are billed at a rate of $250 per hour and may include, but are not limited to, strategic marketing advice, campaign optimization, platform setup, and other specialized consulting services as needed. Consulting services will be invoiced immediately upon completion, with payment due upon receipt of the invoice.

2.6 Co-Marketing Arrangement

Co-Marketing Services: GGMS offers a co-marketing option where the primary client ("Primary Client") can collaborate with another client, typically a lender ("Co-Marketer"), to share marketing fees. Under this arrangement, both parties agree to split the costs associated with marketing services. GGMS will bill the Primary Client and the Co-Marketer independently for their respective shares of the ad spend.

Billing and Fees: GGMS will add its billing information to the advertising platform and will be billed directly for the entire ad spend. Each party will be invoiced by GGMS for their share of the costs, plus a 5% convenience fee to cover administrative expenses associated with the co-marketing arrangement.

Default by Co-Marketer: If the Co-Marketer fails to pay their portion of the monthly ad spend contribution, the Primary Client agrees to be responsible for the full payment to GGMS. GGMS will notify the Primary Client of the Co-Marketer’s default, and the outstanding balance will be due from the Primary Client upon receipt of the invoice.

Termination of Co-Marketing Arrangement: Either party may terminate the co-marketing arrangement with a 30-day written notice to GGMS. In the event of termination, the Primary Client will remain responsible for any outstanding ad spend and associated fees not paid by the Co-Marketer.

2.7 Onboarding and Training

GGMS provides onboarding and training services to help the Customer effectively utilize the Services. These services may include initial setup, platform training, and ongoing support, as outlined in the applicable Order. GGMS will deliver these services within a specified timeframe, and any associated costs will be detailed in the Order. The Customer is responsible for ensuring their staff participates in the training and follows the provided instructions.