Master Services Agreement

v1.2 Last updated April 29, 2026

This Master Services Agreement (the “MSA”) governs the relationship between Ad Collab LLC, a California limited liability company (“Ad Collab”), and any Client who executes a Service Agreement incorporating this MSA by reference. The Service Agreement, together with this MSA, any Statement of Work, the Terms Acceptance, and any executed Data Processing Agreement, constitute the “Agreement” between the Parties.

By signing a Service Agreement that references this MSA, Client accepts and agrees to be bound by all of the terms and conditions set forth below.

1. Definitions

  • “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.
  • “Client Data” means any data, information, or content that Client or its Affiliates provide to Ad Collab or that Ad Collab collects, generates, or processes on Client’s behalf in the course of providing the Services, including without limitation advertising account data, audience data, conversion data, customer data, and creative assets.
  • “Confidential Information” has the meaning set forth in Section 6.
  • “Deliverables” means the reports, creative assets, strategy documents, and other materials that Ad Collab delivers to Client as part of the Services.
  • “DPA” means the Data Processing Agreement available at https://adcollab.agency/legal/dpa-v1, executed between the Parties on Client’s request or where required by Applicable Data Protection Law (as defined in the DPA).
  • “Fees” means the amounts payable by Client to Ad Collab as set forth in the applicable Service Agreement and Statement of Work.
  • “Personal Data” has the meaning set forth in the DPA, and includes “Personal Information” as defined under the California Consumer Privacy Act / California Privacy Rights Act (“CCPA/CPRA”).
  • “Services” means the digital advertising management and related services that Ad Collab provides to Client as described in the applicable Statement of Work.
  • “SOW” means a Statement of Work executed by the Parties and incorporated by reference in a Service Agreement.
  • “Tracking Technology” means any cookie, pixel, tag, software development kit, session-replay tool, conversion-tracking script, web beacon, or similar technology that Client deploys, or that Ad Collab installs at Client’s direction, on Client’s website or other Client-owned digital property.
  • “Work Product” means all Deliverables, reports, strategies, creative assets, audiences, and other tangible output that Ad Collab creates specifically for Client under a SOW.

2. Services

2.1. Scope. Ad Collab will provide the Services described in the applicable SOW. Ad Collab will perform the Services in a professional and workmanlike manner consistent with industry standards for digital advertising agencies of comparable scope.

2.2. Personnel. Ad Collab determines which of its personnel and contractors perform the Services. Ad Collab remains responsible for the performance of its personnel and contractors. Ad Collab classifies its personnel under California Labor Code §2750.3 (AB-5) and the California Supreme Court’s Dynamex / Borello tests; Ad Collab is solely responsible for that classification and indemnifies Client for any reclassification claim brought against Client by Ad Collab personnel.

2.3. Client Cooperation. Client will provide Ad Collab with timely access to materials, approvals, information, and personnel reasonably necessary to perform the Services. Delays caused by Client’s failure to cooperate will not be deemed a breach by Ad Collab.

2.4. Changes. Any material change to the scope of Services requires a written amendment or new SOW signed by both Parties. Ad Collab is not obligated to perform out-of-scope work until the change is documented.

3. Fees and Payment

3.1. Fees. Client will pay Ad Collab the Fees set forth in the Service Agreement and applicable SOW. Fees are exclusive of taxes, ad-platform spend (which is paid by Client directly to the ad platforms), and third-party software costs.

3.2. Billing. Ad Collab will invoice Client for the Fees on the Billing Day specified in the Service Agreement. Each invoice is due and payable in advance for the coming month.

3.3. Late Payment. Fees not received within 10 calendar days after the Billing Day accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Ad Collab may suspend Services without liability after 15 calendar days of non-payment.

3.4. Expenses. Ad Collab is responsible for its own ordinary business expenses. Extraordinary expenses (e.g., third-party tools, stock media, travel at Client’s request) require Client’s prior written approval and are billed at cost plus zero markup. Ad Collab does not earn rebates, kickbacks, or other forms of additional compensation from advertising platforms or media vendors based on Client’s Ad Spend; if any such payment is received that is attributable to Client’s account, Ad Collab will credit it to Client’s next invoice.

3.5. Taxes. Client is responsible for all taxes associated with the Services, excluding taxes based on Ad Collab’s net income.

3.6. No Refunds. Except as expressly provided in this MSA or in Terms Acceptance §1.7 (which provides a pro-rata refund where termination is due to Ad Collab’s uncured material breach), Fees paid are non-refundable.

4. Term and Termination

4.1. Term. The term of each Service Agreement begins on its Effective Date and continues on a month-to-month basis until terminated.

4.2. Termination for Convenience. Either Party may terminate the Agreement at any time and for any reason by giving the other Party at least thirty (30) calendar days’ prior written notice.

4.3. Termination for Cause. Either Party may terminate the Agreement immediately upon written notice if the other Party: (a) materially breaches the Agreement and fails to cure the breach within 10 calendar days after receiving written notice of the breach; or (b) becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors.

4.4. Effect of Termination. Upon termination:

a. Client will pay all Fees accrued through the effective date of termination within 10 calendar days. b. Ad Collab will, within the timelines set forth in Terms Acceptance §2.4 and §5.3, transfer control of all Client-owned ad accounts, Work Product, and Client Data in Ad Collab’s possession back to Client, and will delete or return any remaining Client Data on Client’s request, subject to retention required by law or by Ad Collab’s reasonable backup policy. c. Sections 5 (IP), 6 (Confidentiality), 7 (Client Data & Accounts), 10 (Limitation of Liability), 11 (Indemnification), 12 (Non-Solicitation), 15.2 (Tracking Compliance & CIPA Indemnity), 19 (Dispute Resolution), 20 (Governing Law), and 21 (Miscellaneous) survive termination.

5. Intellectual Property

5.1. Client Ownership of Work Product. Upon Client’s payment of all Fees accrued through the date of delivery, Ad Collab assigns to Client all right, title, and interest in and to the Work Product created specifically for Client under a SOW. Client may use, modify, reproduce, distribute, and sublicense the Work Product for any purpose. Until full payment is received, Ad Collab retains all right, title, and interest in the Work Product, and any use of unpaid Work Product by Client constitutes infringement.

5.2. Ad Collab Tools and Know-How. Notwithstanding Section 5.1, Ad Collab retains ownership of its pre-existing tools, templates, playbooks, analysis frameworks, dashboards, internal scripts, and know-how (collectively, “Ad Collab Tools”). Ad Collab grants Client a non-exclusive, non-transferable, royalty-free license to use Ad Collab Tools solely as embedded in the Work Product and solely for Client’s internal business purposes.

5.3. Feedback. If Client provides feedback or suggestions about Ad Collab’s services, Client grants Ad Collab a perpetual, irrevocable, royalty-free license to use that feedback to improve Ad Collab’s services. Feedback does not include Client Data or Work Product.

5.4. Pre-existing Materials. Each Party retains ownership of materials it owned prior to the Agreement. Neither Party gains rights in the other’s pre-existing materials except as expressly set forth.

5.5. Portfolio License. Client grants Ad Collab a perpetual, royalty-free, non-exclusive license to use Client’s name, logo, anonymized creative samples, and anonymized aggregate performance information in Ad Collab’s portfolio, case studies, and marketing materials. Client may revoke this license at any time by written notice; revocation is prospective only and does not require Ad Collab to remove already-distributed materials. Identifiable performance figures, financial information, or Confidential Information are excluded from this license and require Client’s prior written consent on a per-use basis (which may be given by email).

6. Confidentiality

6.1. Definition. “Confidential Information” means any non-public information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) that is identified as confidential or that a reasonable person would understand to be confidential from the nature of the information and the circumstances of disclosure. Client Data is Client’s Confidential Information.

6.2. Obligations. The Receiving Party will: (a) use the Disclosing Party’s Confidential Information solely to perform its obligations and exercise its rights under the Agreement; (b) protect the Disclosing Party’s Confidential Information with at least the same degree of care it uses to protect its own confidential information of similar sensitivity, but in no event less than reasonable care; and (c) not disclose the Disclosing Party’s Confidential Information to any third party except to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Section 6.

6.3. Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party without obligation of confidentiality before receipt from the Disclosing Party; (c) is rightfully received by the Receiving Party from a third party without obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

6.4. Compelled Disclosure. If the Receiving Party is compelled by law or legal process to disclose Confidential Information, it will, to the extent legally permitted, provide the Disclosing Party with prompt written notice so the Disclosing Party may seek a protective order.

6.5. Duration. The obligations in this Section 6 survive termination of the Agreement for a period of three (3) years, except that trade secrets will be protected for as long as they qualify as trade secrets under applicable law.

7. Client Data and Account Ownership

7.1. Client Ownership. Client owns all Client Data, all advertising accounts (Google Ads, Meta Business Manager, TikTok Ads Manager, LinkedIn Campaign Manager, Google Business Profile, Google Merchant Center, etc.) operated on Client’s behalf, all audience lists, all pixel/tag data, all conversion data, and all creative assets delivered to Client. Ad Collab operates as Client’s authorized agent with respect to these assets and has no ownership claim.

7.2. Access Scope. Client grants Ad Collab the minimum level of access required to perform the Services (admin, standard, or read-only as appropriate per platform). Ad Collab will not use Client’s access for purposes outside the scope of the Services.

7.3. Data Protection. Ad Collab will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Client Data against unauthorized access, use, or disclosure. Ad Collab will promptly notify Client of any known unauthorized access to Client Data, and in any event within the timelines required by Applicable Data Protection Law and the DPA (where executed).

7.4. Third-Party Platforms. Client acknowledges that Services depend on third-party advertising platforms (Google, Meta, TikTok, LinkedIn, etc.) whose terms of service, policies, algorithms, and availability are outside Ad Collab’s control. Ad Collab is not liable for platform downtime, policy changes, account suspensions, ad-account disablement, content removal, billing disputes between Client and any platform, or other platform-side issues except to the extent caused by Ad Collab’s breach of this MSA.

8. Representations and Warranties

8.1. Mutual. Each Party represents and warrants that: (a) it has the full power and authority to enter into and perform the Agreement; (b) its performance will not violate any other agreement to which it is a party; and (c) it will comply with all laws applicable to its performance.

8.2. Client. Client represents and warrants that: (a) it owns or has the right to use all materials it provides to Ad Collab, including text, images, video, audio, customer lists, and any AI-generated content; (b) such materials do not infringe any third-party intellectual property, publicity, privacy, or contractual rights, and comply with applicable law; (c) Client’s products, services, advertising content, customer-acquisition practices, and customer-data sources comply with all applicable laws including without limitation the Federal Trade Commission Act, FTC Endorsement Guides (16 CFR Part 255), CAN-SPAM Act, Telephone Consumer Protection Act (“TCPA”), CCPA/CPRA, California Online Privacy Protection Act (“CalOPPA”), California Invasion of Privacy Act (“CIPA,” Penal Code §§631–632), Lanham Act, California Business & Professions Code §§17200 (Unfair Competition Law) and 17500 (False Advertising Law), and the published policies of every advertising platform on which Ad Collab runs Client campaigns; and (d) Client has obtained all consents required for Ad Collab to process Client Data as contemplated by the Agreement, including any consents required under GDPR, UK GDPR, CCPA/CPRA, CalOPPA, CIPA, or other applicable privacy laws.

8.3. Ad Collab. Ad Collab represents and warrants that: (a) the Services will be performed in a professional and workmanlike manner consistent with industry standards; and (b) Work Product, at the time of delivery and as delivered by Ad Collab (exclusive of materials provided by Client and exclusive of third-party stock content licensed by Ad Collab from reputable sources), will not knowingly infringe any third-party intellectual property rights.

8.4. Attribution & Reporting Disclaimer. Client acknowledges that performance reporting, conversion data, and attribution figures derived from third-party advertising platforms (including Google Ads, Meta, TikTok, GA4, call-tracking providers, and similar tools) may be incomplete, delayed, modeled, statistically estimated, or inaccurate due to factors outside Ad Collab’s control, including platform changes, attribution-model differences across platforms, ad-blocker usage, browser tracking-prevention features (including Apple’s Intelligent Tracking Prevention and iOS App Tracking Transparency), invalid or bot traffic, and consent-driven data loss. Ad Collab is not liable for reporting discrepancies, attribution disputes, or business decisions Client makes in reliance on third-party reporting data. Authoritative figures live in each advertising platform’s native interface; Ad Collab’s reports synthesize that data but do not replace it.

8.5. AI-Generated Content. If Client supplies content that is generated, in whole or in part, by an artificial-intelligence model or service (including images, text, video, voice, music, or design), Client represents and warrants that Client has all rights necessary to use the content for the contemplated advertising purposes, that the content does not infringe any third-party rights (including rights of publicity, copyright, and trademark), and that the content complies with all platform policies regarding AI-generated content. Client indemnifies Ad Collab for claims arising from Client-supplied AI-generated content. If Ad Collab uses AI tools to generate Work Product, Ad Collab uses commercially reasonable tools and processes; Ad Collab’s warranty in §8.3 (no knowing infringement) governs and Ad Collab makes no further warranty regarding AI-generated outputs.

9. Disclaimer of Warranties

EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 8, THE SERVICES AND WORK PRODUCT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY OTHER WARRANTY OF ANY KIND. AD COLLAB DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

AD COLLAB DOES NOT WARRANT, GUARANTEE, OR PROMISE ANY OF THE FOLLOWING: (A) ANY SPECIFIC ADVERTISING RESULT, KPI, OR OUTCOME; (B) ANY SPECIFIC RETURN ON AD SPEND (“ROAS”) OR PROFIT-ON-AD-SPEND (“POAS”); (C) ANY SPECIFIC LEAD VOLUME, CONVERSION VOLUME, REVENUE, OR REVENUE GROWTH; (D) ANY SPECIFIC COST PER LEAD (“CPL”), COST PER ACQUISITION (“CPA”), COST PER CLICK (“CPC”), OR CLICK-THROUGH RATE (“CTR”); (E) ANY SPECIFIC SEARCH OR DISPLAY RANKING, IMPRESSION SHARE, OR AUCTION-WIN RATE; (F) APPROVAL OF ANY AD, CAMPAIGN, OR ACCOUNT BY ANY ADVERTISING PLATFORM; (G) THAT ANY ADVERTISING PLATFORM WILL CONTINUE TO OFFER ANY FEATURE, AUDIENCE, OR TARGETING OPTION; OR (H) ANY OUTCOME THAT DEPENDS ON CLIENT’S OFFER, PRODUCT, SERVICE, PRICING, MARKET CONDITIONS, COMPETITION, OR FACTORS OUTSIDE AD COLLAB’S DIRECT CONTROL.

CLIENT ACKNOWLEDGES THAT DIGITAL ADVERTISING PERFORMANCE IS INHERENTLY VARIABLE AND THAT NO STATEMENT OR EXAMPLE IN AD COLLAB’S SALES MATERIALS, PROPOSALS, AUDITS, CASE STUDIES, OR PRE-CONTRACT DISCUSSIONS CONSTITUTES A WARRANTY OR PROMISE OF ANY SPECIFIC RESULT.

10. Limitation of Liability

10.1. Cap. EXCEPT FOR THE EXCLUDED CLAIMS (SECTION 10.3), EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT IS LIMITED TO THE AMOUNT OF FEES PAID OR PAYABLE BY CLIENT TO AD COLLAB IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.2. Exclusion of Indirect Damages. EXCEPT FOR THE EXCLUDED CLAIMS, NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST DATA, OR LOSS OF GOODWILL, REGARDLESS OF THE FORM OF ACTION AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.3. Excluded Claims. The limitations in Sections 10.1 and 10.2 do not apply to: (a) a Party’s indemnification obligations under Section 11 (including without limitation Ad Collab’s intellectual-property indemnification under §11.1 and Client’s indemnification under §11.2) or under §15.2 (CIPA indemnity); (b) a Party’s breach of Section 6 (Confidentiality); (c) Client’s obligation to pay Fees; (d) a Party’s fraud, gross negligence, or willful misconduct; (e) violations of California Civil Code §1668 (which makes unenforceable any contractual exemption from responsibility for fraud, willful injury, or violation of law); or (f) liabilities that cannot be limited under applicable law.

11. Indemnification

11.1. By Ad Collab. Ad Collab will defend, indemnify, and hold harmless Client from and against any third-party claim alleging that the Work Product, as delivered by Ad Collab and used by Client in accordance with the Agreement, infringes a third party’s intellectual property rights, and will pay any damages finally awarded by a court of competent jurisdiction or agreed to in settlement. This indemnity does not extend to: (a) materials supplied by Client; (b) modifications to Work Product made by Client or anyone other than Ad Collab; (c) Client’s combination of Work Product with materials not provided by Ad Collab; or (d) Client’s continued use of Work Product after Ad Collab notifies Client of an alleged infringement and provides a non-infringing alternative.

11.2. By Client. Client will defend, indemnify, and hold harmless Ad Collab from and against any third-party claim, regulatory investigation, or governmental enforcement action arising out of or relating to: (a) Client’s materials, Client Data, or AI-generated content provided to Ad Collab; (b) Client’s use of Work Product in violation of the Agreement or applicable law; (c) Client’s products, services, or advertising content (including any false advertising, deceptive trade practices, defamation, or rights-of-publicity claim); (d) Client’s breach of Sections 8.2 (Client representations) or 7 (Client Data); (e) any claim under CIPA Penal Code §§631–632, the federal Wiretap Act, or any analogous wiretapping or interception statute, arising from Tracking Technology deployed on Client’s website or other Client-owned property (regardless of whether Ad Collab installed or recommended the Tracking Technology); (f) any claim under TCPA, CAN-SPAM, or any analogous communications-consent statute, arising from Client-directed communications; (g) any claim arising from Client’s failure to obtain valid consumer consent under CCPA/CPRA, CalOPPA, GDPR, UK GDPR, or any analogous privacy law; and (h) Client’s misclassification of its own employees or contractors under any wage-and-hour or employment law.

11.3. Procedure. The indemnified Party will: (a) promptly notify the indemnifying Party of the claim; (b) give the indemnifying Party sole control of the defense and settlement (provided that no settlement admitting liability or imposing non-monetary obligations on the indemnified Party may be entered without the indemnified Party’s consent, not to be unreasonably withheld); and (c) reasonably cooperate in the defense at the indemnifying Party’s expense.

12. Non-Solicitation

During the term of the Agreement and for twelve (12) months thereafter, neither Party will knowingly solicit for employment or engagement any employee or contractor of the other Party with whom the soliciting Party had material contact in connection with the Services, without the other Party’s prior written consent. This Section does not prohibit: (a) general public job postings or advertisements not specifically targeted at the other Party’s personnel; (b) hiring respondents to such postings or advertisements; (c) hiring an individual who initiates contact with the soliciting Party without solicitation; or (d) any conduct that would render this Section unenforceable under California Business & Professions Code §16600 (as amended by SB-699 and AB-1076 effective January 1, 2024) or analogous law. If any portion of this Section is held unenforceable, the remainder will be enforced to the maximum extent permitted.

13. Independent Contractor

Ad Collab is an independent contractor and not an employee, agent, partner, or joint venturer of Client. Ad Collab is solely responsible for its own taxes, benefits, insurance, and compliance with laws applicable to independent contractors and their personnel. Except as expressly set forth in the Agreement, neither Party has authority to bind the other or to act on the other’s behalf.

14. Insurance

Ad Collab will maintain, at its expense, the following minimum insurance coverages during the term of the Agreement:

  • Commercial General Liability: at least $1,000,000 per occurrence and $2,000,000 aggregate;
  • Professional Liability (Errors & Omissions): at least $1,000,000 per claim and $2,000,000 aggregate;
  • Cyber Liability / Privacy Liability: at least $1,000,000 per claim, with coverage for data-breach response, regulatory defense, and third-party privacy-statute claims (including CIPA, CCPA/CPRA, and TCPA where insurable); and
  • Workers’ Compensation: as required by California law if Ad Collab employs personnel.

Ad Collab will provide Client with a certificate of insurance upon written request. Client is responsible for maintaining its own insurance commensurate with Client’s business operations, including general liability, products liability (where applicable), employment-practices liability, and any industry-specific coverages.

15. Compliance with Laws; Privacy; Tracking; Platform Flow-Down

15.1. General Compliance. Each Party will comply with all laws applicable to its performance under the Agreement, including without limitation the E-SIGN Act, UETA, CCPA/CPRA, GDPR (where applicable), UK GDPR (where applicable), CAN-SPAM, TCPA, FTC Act, FTC Endorsement Guides (16 CFR Part 255), and the published terms of service of each advertising platform used to deliver the Services. The Parties will cooperate in good faith to execute the DPA where required by Applicable Data Protection Law. Client is the “business” / “data controller” with respect to Client Data; Ad Collab acts as the “service provider” / “data processor” for Client Data it processes on Client’s behalf.

15.2. Tracking Compliance & CIPA Indemnity. Client warrants and certifies that, before Ad Collab installs, activates, or operates any Tracking Technology on Client’s website or other Client-owned digital property:

a. Client deploys and maintains a website cookie/tracking-consent banner that obtains prior, explicit, affirmative consent from website visitors before any non-essential Tracking Technology fires (a passive footer link, a privacy-policy reference, or post-load opt-out is not sufficient); b. The consent banner specifically identifies, by name, each Tracking Technology in use (e.g., “Meta Pixel,” “Google Analytics 4,” “Google Ads conversion tag,” “Hotjar,” etc.) — generic categories (“advertising tools”) are not sufficient; c. The consent banner allows visitors to decline non-essential Tracking Technology and use Client’s site without it; d. Client maintains contemporaneous records of consent (banner audit logs or equivalent) sufficient to demonstrate compliance; e. Client’s published privacy policy discloses each Tracking Technology in use, the purposes of processing, and visitor rights under CCPA/CPRA, CalOPPA, and CIPA; f. Client complies with CIPA Penal Code §§631–632, the federal Wiretap Act, and analogous statutes; g. Client does not knowingly use Tracking Technology to collect health, financial, sexual-orientation, immigration-status, or other sensitive data that could be deemed “Sensitive Personal Information” under CCPA/CPRA without separate explicit consent and additional safeguards.

Client’s certification under this §15.2 is a condition precedent to Ad Collab’s installation or operation of any Tracking Technology. Ad Collab may, at its sole discretion and without liability, immediately pause, remove, or refuse to install Tracking Technology if Ad Collab has reasonable grounds to believe Client’s consent posture is non-compliant or upon Ad Collab’s receipt of any claim, demand, or litigation referencing CIPA, the federal Wiretap Act, or analogous law. Client will cooperate in remediation and will preserve all evidence of consent.

Client indemnifies Ad Collab under Section 11.2(e) for all claims arising from Client’s failure to comply with this §15.2; provided, however, that Client’s indemnity does not extend to claims arising solely from Ad Collab’s gross negligence or willful misconduct in installing or operating Tracking Technology contrary to a compliant consent framework actually deployed by Client (consistent with Cal. Civ. Code §1668).

15.3. Platform Policy Flow-Down. Client warrants and shall ensure that all advertising creative, landing pages, targeting selections, customer-list uploads, and post-conversion handling comply with the published policies of each advertising platform on which Ad Collab runs Client’s campaigns, including without limitation:

a. Google Ads — Google Ads Policies (available at support.google.com/adspolicy) including ad-content restrictions, prohibited content, prohibited practices, and Google Ads Customer Match consent requirements; b. Meta (Facebook/Instagram) — Meta Advertising Standards, Meta Business Tools Terms (including Custom Audiences from Customer Lists consent requirements), and Meta’s Data Processing Terms; c. TikTok Ads — TikTok Ads Manager Terms and TikTok Advertising Policies; d. LinkedIn Ads, Google Local Service Ads, Google Business Profile, Google Merchant Center, programmatic DSPs, email-rental vendors — each platform’s published policies, terms, and consent requirements as applicable.

Client further warrants that, where Client uploads customer lists for Customer Match, Custom Audiences, or analogous targeting, Client has obtained from each individual the consent required under applicable law and platform terms to upload that individual’s information for advertising purposes. Client indemnifies Ad Collab for any claim, account suspension, or platform-imposed penalty arising from Client’s breach of this §15.3.

Ad Collab’s sole obligation in this §15.3 is to operate campaigns within published platform policies as Ad Collab understands them at the time of operation; Ad Collab is not liable for retroactive policy changes, platform-discretion decisions, account suspensions, ad disapprovals, or appeals processes.

16. Force Majeure

Neither Party is liable for any delay or failure in performance (other than payment of Fees) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, pandemics or public-health emergencies, labor disputes, cyber incidents, third-party platform outages, ad-account suspensions, denial-of-service attacks, infrastructure failures, or government action. The affected Party will notify the other Party promptly and use reasonable efforts to resume performance.

17. Notices

17.1. Routine Notices. Day-to-day operational communications are conducted by email per Terms Acceptance §6.1.

17.2. Formal Notices. Formal notices under the Agreement (termination, material breach, indemnification claims, notices of dispute under Section 19) must be in writing and sent:

a. To Ad Collab: marketing@adcollab.agency; and b. To Client: the contact email address set forth in the Service Agreement (with courtesy copy to any additional address Client has designated by written notice).

Formal notices are deemed given on the date of delivery confirmed by read receipt or three business days after sending by email if no bounce is received. Either Party may update its formal-notice email address by written notice to the other.

18. Assignment

Neither Party may assign the Agreement without the other Party’s prior written consent, except that either Party may assign the Agreement without consent to an Affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, provided that the assignee assumes all obligations under the Agreement. Any purported assignment in violation of this Section is void.

19. Dispute Resolution

19.1. Informal Resolution. The Parties will attempt in good faith to resolve any dispute arising out of or relating to the Agreement through direct discussions for at least thirty (30) calendar days before resorting to any formal proceeding. The thirty-day period begins on the date a Party sends the other Party a written notice of dispute under §17.2 that describes the nature of the dispute, the relief sought, and the names of the principal points of contact for negotiation.

19.2. Arbitration. If informal resolution fails, any dispute (other than requests for injunctive relief under Section 19.3) will be finally resolved by binding arbitration administered by JAMS in Sacramento County, California, under the JAMS Comprehensive Arbitration Rules then in effect, before a single arbitrator regardless of the amount in controversy. The arbitrator will apply California substantive law. Judgment on the award may be entered in any court of competent jurisdiction. The Parties equally share JAMS administrative costs at the outset of the arbitration; the arbitrator will allocate costs and fees per Section 19.5.

19.3. Injunctive Relief. Notwithstanding Section 19.2, either Party may seek injunctive or other equitable relief in a state or federal court located in Sacramento County, California, to protect its intellectual property or Confidential Information. Each Party irrevocably consents to the personal jurisdiction and venue of those courts for that limited purpose.

19.4. Waiver of Class Actions. The Parties waive any right to bring or participate in a class, collective, or representative action arising out of the Agreement. All disputes must be brought in the Party’s individual capacity. If this waiver is held unenforceable as to any claim, that claim will be severed and resolved in court; the remaining claims will proceed in arbitration.

19.5. Attorney’s Fees (Mutual). In any action or proceeding to enforce or interpret the Agreement (including arbitration under Section 19.2 and any application for injunctive relief under Section 19.3), the prevailing Party will be entitled to an award of its reasonable attorneys’ fees, expert-witness fees, and costs from the non-prevailing Party, in addition to any other relief awarded. This provision is intended to operate mutually under California Civil Code §1717. The arbitrator (or court, as applicable) determines who is the prevailing Party and the amount of fees and costs to be awarded.

19.6. WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING (INCLUDING BUT NOT LIMITED TO ANY ACTION FOR INJUNCTIVE RELIEF UNDER SECTION 19.3, OR ANY ACTION ARISING OUT OF OR RELATING TO THE AGREEMENT IF, FOR ANY REASON, THE ARBITRATION PROVISIONS OF SECTION 19.2 ARE HELD UNENFORCEABLE) DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER, OR IN CONNECTION WITH THE AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREUNDER. EACH PARTY ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY (OR HAD THE OPPORTUNITY TO BE ADVISED BY) COUNSEL AND THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO THE OTHER PARTY ENTERING INTO THE AGREEMENT.

20. Governing Law

The Agreement is governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

21. Miscellaneous

21.1. Entire Agreement. The Service Agreement, this MSA, the SOW, the Terms Acceptance, and the DPA (where executed) constitute the entire agreement between the Parties concerning the Services and supersede all prior or contemporaneous agreements, communications, sales materials, proposals, audits, decks, statements, and representations, whether written or oral. Order of precedence is set forth in Section 4 of the Service Agreement. Neither Party has relied on, and neither Party may bring a claim based on, any statement or representation outside the Agreement.

21.2. Amendment. Any amendment to the Agreement must be in writing and signed by both Parties. Ad Collab may update this MSA by publishing a new version; existing signed Service Agreements remain bound to the MSA version in effect at their signing.

21.3. Severability. If any provision of the Agreement is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be reformed to the minimum extent necessary to make it enforceable while preserving the Parties’ original intent.

21.4. Waiver. No waiver of any provision is effective unless in writing and signed by the waiving Party. A waiver on one occasion is not a waiver on any subsequent occasion.

21.5. Counterparts; Electronic Signatures. The Agreement may be executed in counterparts and by electronic signature as set forth in Section 7 of the Service Agreement.

21.6. Headings. Section headings are for convenience only and do not affect interpretation.

21.7. No Third-Party Beneficiaries. The Agreement is for the sole benefit of the Parties and their permitted successors and assigns. No third party has any rights under the Agreement.

21.8. Publicity. Neither Party will use the other’s name, logo, or trademarks in marketing materials, case studies, or press releases without the other Party’s prior written consent (which may be given by email), except as expressly licensed under §5.5 (Portfolio License).

21.9. Construction. The rule of construction that ambiguities are resolved against the drafting Party does not apply to the Agreement; the Agreement reflects the negotiated intent of both Parties.

21.10. No Personal Liability. All obligations of Ad Collab under the Agreement are obligations of Ad Collab LLC as a California limited liability company. No member, manager, officer, employee, agent, contractor, or representative of Ad Collab will have any personal liability for any obligation, claim, or liability of Ad Collab, and Client will look solely to the assets of Ad Collab LLC for satisfaction of any claim. This Section does not limit liability for any individual’s own fraud, willful misconduct, or violation of law to the extent such liability cannot be disclaimed under California law (per Cal. Civ. Code §1668).

End of Master Services Agreement v1.2.