Terms of Service

01Acceptance of Terms

These Terms of Service (the "Terms") form a binding legal agreement between Engage Ads LLC, a Georgia limited liability company ("Engage Ads," "we," "us," or "our"), and the individual, entity, or healthcare practice that accesses our website, requests information, or engages us for services ("you," "your," "Client," or "User"). By accessing or using the website located at https://EngageAds.io (the "Site"), submitting a form, scheduling a call, executing an order form, statement of work, or master services agreement, or otherwise receiving services from us, you acknowledge that you have read, understood, and agree to be bound by these Terms.

If you are accepting these Terms on behalf of an entity, you represent and warrant that you have full legal authority to bind that entity to these Terms. If you do not have such authority, or if you do not agree with any provision, you must not access the Site or use the Services.

Where you and Engage Ads sign a separate order form, statement of work, or master services agreement (a "Service Agreement"), that document is incorporated by reference into these Terms. In the event of any conflict between these Terms and a Service Agreement, the Service Agreement controls solely with respect to the matter in conflict.

02Definitions

The following capitalized terms have the meanings set forth below:

• "Ad Spend" means the media budget paid to third-party advertising platforms (such as Meta, Google, YouTube, or TikTok) to deliver paid impressions on Client's behalf. Ad Spend is separate from, and in addition to, Engage Ads' management fees.
• "BAA" means a Business Associate Agreement executed between Engage Ads and a covered-entity Client pursuant to HIPAA.
• "Client Materials" means any content, data, brand assets, logos, photographs, video, testimonials, before-and-after imagery, copy, trademarks, before-engagement creative, lead data, customer lists, or other information provided by Client to Engage Ads.
• "Deliverables" means the campaign assets, creative, landing pages, copy, audience configurations, reports, dashboards, and other tangible work product Engage Ads creates for Client under a Service Agreement.
• "HIPAA" means the Health Insurance Portability and Accountability Act of 1996, as amended, and its implementing regulations.
• "PHI" means Protected Health Information as defined under HIPAA.
• "Services" means the paid advertising, patient-acquisition, creative, strategy, analytics, and related digital marketing services Engage Ads provides under these Terms and any applicable Service Agreement.
• "Site" means the website located at EngageAds.io and any subdomains, pages, or successor properties operated by Engage Ads.

03Eligibility

The Site and Services are intended for use by business representatives of medical and elective healthcare practices and their authorized agents. By accessing the Site or engaging the Services, you represent and warrant that:

• you are at least 18 years of age and have the legal capacity to enter into a binding contract under the laws of your jurisdiction;
• you are not a competitor of Engage Ads accessing the Site for purposes of monitoring, replicating, or interfering with our business;
• you are not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. sanctions, and you are not identified on any U.S. government list of restricted parties;
• you will use the Site and Services only for lawful business purposes and in compliance with these Terms.

We reserve the right to refuse service, terminate accounts, decline engagements, or cancel orders at our sole discretion.

04The Services

Engage Ads provides the following categories of Services, which may be selected and combined under a Service Agreement:

• Paid advertising management on platforms including Meta (Facebook, Instagram), Google (Search, Display, YouTube), TikTok, and other channels;
• Creative production, including ad copy, static and video creative concepts, landing page copy, and supporting assets;
• Funnel and landing page design for lead capture, appointment booking, and patient acquisition;
• Marketing automation and CRM configuration, including build-out of platforms such as GoHighLevel for lead follow-up, appointment reminders, and pipeline tracking;
• Reporting, attribution, and analytics covering campaign performance, cost per lead, cost per booked appointment, and return on ad spend;
• Strategy, consulting, and ongoing optimization, including budget recommendations, audience and creative testing, and account reviews.

Specific deliverables, channels, deadlines, KPIs, and exclusions for any engagement are set out in the applicable Service Agreement. Services not expressly set out in a Service Agreement are out of scope and, if requested, may be performed at additional cost.

05Engagement & Scope of Work

An engagement begins on the effective date set out in the applicable Service Agreement or, in the absence of an executed Service Agreement, on the date Engage Ads acknowledges receipt of your signed order form, payment of the first invoice, or commencement of work, whichever is earliest.

The Service Agreement will, at a minimum, identify: (i) the Services and Deliverables; (ii) the term and any renewal terms; (iii) the fees and Ad Spend; (iv) the platforms and accounts to be used; (v) any performance targets or service-level expectations; and (vi) any project-specific terms. Changes to scope must be agreed in writing (which may include email confirmation by an authorized representative of each party).

Where a Service Agreement contemplates an onboarding period, the engagement may include a discovery phase, asset collection, account access provisioning, and baseline measurement before active campaigns launch. Timelines stated in onboarding materials are good-faith estimates and depend on Client's timely cooperation.

06Client Obligations

To enable Engage Ads to perform the Services, Client agrees to:

• provide accurate, complete, and timely information regarding Client's practice, services, target audience, regulatory posture, prior marketing, and business goals;
• grant Engage Ads (or its designated team) appropriate administrative or partner-level access to Client's advertising accounts, business manager, CRM, calendar, website analytics, and other platforms necessary to perform the Services;
• review and respond to creative concepts, copy drafts, audience plans, and approval requests within the timeframes set out in the Service Agreement, or, absent a stated timeframe, within five (5) business days;
• ensure that all Client Materials are accurate, lawful, owned by Client (or properly licensed), and free from infringement of third-party intellectual property, publicity, or privacy rights;
• maintain payment methods on file with applicable advertising platforms in good standing and ensure that Ad Spend is funded sufficiently to operate campaigns;
• comply with all laws, regulations, professional codes, and platform policies applicable to Client's business, including healthcare-advertising rules, state medical-board rules, and applicable telehealth and consumer-protection laws;
• not transmit PHI to Engage Ads other than through channels expressly authorized under an executed BAA.

Delays caused by Client's failure to perform any of the foregoing obligations will not relieve Client of payment obligations and may extend any deadlines or performance targets on a day-for-day basis.

07Account Security

You are responsible for safeguarding any credentials used to access the Site or any Engage Ads-controlled portal, dashboard, or reporting environment. You agree to keep such credentials confidential, to use commercially reasonable security measures, and to notify Engage Ads promptly upon any actual or suspected unauthorized access. Engage Ads is not liable for any loss or damage arising from your failure to maintain the security of your credentials.

Where Client provides Engage Ads access to Client's advertising or marketing accounts, Client represents that it has the authority to grant such access and acknowledges that Engage Ads' personnel will use the access strictly to perform the Services.

08Fees & Payment

8.1 Fees

Client will pay the fees set out in the Service Agreement (the "Fees"). Unless otherwise stated, management Fees are billed monthly in advance, are non-refundable except as expressly set out in these Terms, and are exclusive of Ad Spend, third-party platform fees, taxes, and reimbursable expenses.

8.2 Invoicing & Payment Method

Invoices are payable upon receipt and in any event no later than the date specified on the invoice. Client authorizes Engage Ads to charge the payment method on file for amounts due. Engage Ads uses a PCI-DSS compliant third-party payment processor; Engage Ads does not store full payment card numbers.

8.3 Taxes

Fees are exclusive of all applicable sales, use, value-added, withholding, and similar taxes, levies, or duties imposed by any governmental authority. Client is responsible for all such taxes other than taxes imposed on Engage Ads' net income.

8.4 Late Payment

Past-due amounts will accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, calculated from the original due date until paid in full. Client will reimburse Engage Ads for all reasonable costs of collection, including attorneys' fees. Engage Ads may suspend Services for any account that is past due.

8.5 Disputed Invoices

Client must notify Engage Ads in writing of any good-faith dispute of an invoice within fifteen (15) days of the invoice date or the dispute is waived. The parties will work in good faith to resolve any properly noticed dispute. Undisputed portions of an invoice remain due in accordance with Section 8.2.

09Ad Spend & Third-Party Platforms

Unless expressly agreed otherwise in a Service Agreement, Ad Spend is billed by the applicable advertising platform directly to Client. Engage Ads is not a reseller of advertising inventory and does not take a markup on Ad Spend. Engage Ads is not responsible for: (i) platform billing errors; (ii) platform account suspensions or disapprovals; (iii) changes in platform policy, algorithm, auction dynamics, or pricing; (iv) outages, downtime, or data loss affecting platform services; or (v) fluctuations in cost-per-impression, cost-per-click, cost-per-lead, or cost-per-acquisition arising from market conditions or platform changes.

Client agrees that its use of any advertising platform is subject to that platform's own terms of service, advertising policies, and community guidelines, and that Client is solely responsible for compliance with those terms. Engage Ads will use commercially reasonable efforts to operate campaigns in accordance with platform policies but does not guarantee that any creative, audience, landing page, or campaign will be approved, will continue to be approved, or will not be paused, disapproved, or removed by the platform.

Client authorizes Engage Ads to manage Ad Spend on Client's behalf within the budget set out in the Service Agreement and to adjust budget allocations among campaigns, ad sets, and audiences in furtherance of the agreed objectives.

10Refunds & Chargebacks

Except as expressly required by applicable law or set out in a Service Agreement, all Fees paid to Engage Ads are non-refundable. Ad Spend already deployed to advertising platforms is non-refundable; Client must seek any platform-level credits or refunds directly from the applicable platform.

If Client initiates a credit-card chargeback or payment reversal for any Fees that Client has not first attempted to resolve through the dispute procedure in Section 8.5, Engage Ads may treat the chargeback as a material breach and may, in addition to all other remedies: (i) suspend or terminate the Services immediately; (ii) recover all reasonable costs incurred in responding to the chargeback, including bank fees and attorneys' fees; and (iii) report the chargeback to credit reporting agencies as permitted by law.

11Term, Renewal & Termination

11.1 Initial Term

Each engagement runs for an initial term of six (6) months (the "Initial Term"), beginning on the effective date set out in the Service Agreement, unless a different term is expressly set out in the Service Agreement. The Initial Term reflects the minimum period required for paid-media campaigns to reach statistically meaningful performance and for Engage Ads to recoup onboarding, creative production, and account-build investments.

11.2 Renewal

Following the Initial Term, the engagement automatically renews for successive one-month periods (each, a "Renewal Term") until terminated by either party in accordance with this Section 11.

11.3 Termination for Convenience

Either party may terminate the engagement for convenience by providing the other party with at least thirty (30) days' prior written notice. If notice is given during the Initial Term, the engagement will terminate on the later of (i) the last day of the Initial Term or (ii) the date that is thirty (30) days after the notice, and Client remains responsible for all Fees due through the effective date of termination. After the Initial Term, termination is effective at the end of the thirty (30) day notice period. Written notice may be sent in accordance with Section 31.1.

11.4 Termination for Cause

Either party may terminate the engagement immediately upon written notice if the other party: (i) materially breaches these Terms or the Service Agreement and fails to cure the breach within ten (10) days after receipt of written notice describing the breach (or, in the case of payment breaches, fails to cure within five (5) days); (ii) becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of bankruptcy or similar proceedings; or (iii) ceases to conduct business in the ordinary course.

11.5 Effect of Termination

Upon termination: (i) all unpaid Fees for the Services performed through the effective date of termination become immediately due and payable; (ii) Engage Ads will, upon reasonable request, return or transfer any Client Materials in its possession and, where commercially reasonable, transfer ownership of advertising assets created under the engagement subject to any outstanding payment; (iii) each party will return or destroy the other party's Confidential Information; and (iv) the provisions of these Terms that by their nature should survive (including Sections 8, 10, 13, 14, 16, 18, 19, 24–32) will survive termination.

12Suspension of Services

Engage Ads may suspend Services, in whole or in part, without liability, in the following circumstances: (i) Client's account is past due; (ii) Engage Ads reasonably believes Client is using the Services in violation of these Terms, applicable law, or platform policy; (iii) Engage Ads is required to suspend Services by court order, regulator, or platform; (iv) suspension is necessary to protect the integrity, security, or operation of the Site, the Services, or third-party platforms. Engage Ads will use reasonable efforts to provide advance notice of suspension where practicable. Suspension does not relieve Client of payment obligations during the period of suspension.

13Intellectual Property

13.1 Engage Ads IP

As between the parties, Engage Ads owns and retains all right, title, and interest in and to: (i) the Site; (ii) all proprietary methodologies, frameworks, playbooks, templates, audience-research methods, internal tools, dashboards, and trade secrets used to deliver the Services; (iii) any pre-existing materials Engage Ads brings to the engagement; and (iv) any improvements, modifications, or derivatives of the foregoing developed in connection with the Services, in each case including all intellectual property rights therein (collectively, "Engage Ads IP"). No license to Engage Ads IP is granted except as expressly set out in these Terms or the applicable Service Agreement.

13.2 Deliverables

Subject to Client's full payment of all Fees due under the applicable Service Agreement, Engage Ads assigns to Client all right, title, and interest in and to the Deliverables specifically created for Client, excluding any Engage Ads IP incorporated into the Deliverables. To the extent any Engage Ads IP is embedded in a Deliverable, Engage Ads grants Client a perpetual, non-exclusive, royalty-free, worldwide license to use such Engage Ads IP solely in connection with the Deliverable as delivered.

13.3 Aggregate & De-Identified Data

Engage Ads may collect, use, and retain aggregate, anonymized, or de-identified data derived from the Services for benchmarking, research, improvement of the Services, and analytics, provided that such data does not identify Client or any individual.

13.4 Feedback

If Client provides feedback, suggestions, or ideas regarding the Services, Engage Ads may freely use such feedback without restriction or obligation to Client.

14License to Client Materials

Client grants Engage Ads a non-exclusive, royalty-free, worldwide, transferable, sublicensable license to use, reproduce, modify, adapt, publish, display, and distribute the Client Materials solely as necessary to perform the Services and operate campaigns during the term of the engagement. Client represents and warrants that: (i) it owns or has obtained all rights necessary to grant this license; (ii) the Client Materials do not infringe or misappropriate the intellectual property, publicity, or privacy rights of any third party; (iii) all testimonials, before-and-after imagery, and similar promotional content are accurate, properly consented, and (where applicable) compliant with FTC endorsement guidelines and applicable healthcare-advertising rules; and (iv) Client has obtained any required HIPAA authorizations or BAA flow-down terms before sharing any PHI-related materials (which should not, in any event, be transmitted through public channels).

Engage Ads may identify Client by name and logo, and may describe the general nature of the engagement, in Engage Ads' portfolio, case studies, sales decks, and marketing materials, unless Client opts out in writing. Specific performance metrics will be anonymized unless Client expressly approves attributed disclosure.

15Deliverables & Work Product

Engage Ads will use commercially reasonable efforts to deliver the Deliverables in accordance with the timelines set out in the applicable Service Agreement. Timelines are estimates and depend on timely Client cooperation under Section 6. Engage Ads will provide Deliverables in the formats described in the Service Agreement or, absent specification, in formats consistent with industry practice.

Client will review Deliverables and provide written approval, comments, or change requests within the timeframes set out in the Service Agreement or, absent a stated timeframe, within five (5) business days of receipt. Deliverables not rejected in writing within the applicable review period are deemed approved.

16Performance Disclaimers & No Guaranteed Results

Marketing results depend on numerous factors outside of Engage Ads' control, including (without limitation): Client's offer, pricing, operating capacity, intake and follow-up performance, geographic market, competitive landscape, brand reputation, online reviews, website conversion, platform algorithms, platform policy changes, seasonality, macroeconomic conditions, and the quality and timeliness of Client's cooperation.

Engage Ads makes no representation or warranty, and no guarantee, that any specific lead volume, appointment volume, conversion rate, return on ad spend, revenue, search engine ranking, organic reach, or other performance outcome will be achieved.

Any forecasts, projections, benchmarks, or example results communicated in marketing materials, discovery calls, proposals, or onboarding documents are good-faith estimates based on Engage Ads' experience with similar engagements and do not constitute a contractual commitment. Past performance of Engage Ads or its other clients is not indicative of future results for Client.

17Healthcare Advertising Compliance

Client acknowledges that healthcare advertising is subject to extensive regulation under federal law (including the Federal Trade Commission Act, the Federal Food, Drug, and Cosmetic Act, HIPAA, and the Anti-Kickback Statute, as applicable), state law (including state medical board rules, dental board rules, optometric board rules, and consumer-protection statutes), and the policies of advertising platforms (including Meta's and Google's healthcare and personalized-advertising policies). Client is solely responsible for ensuring that:

• its offerings, claims, pricing, guarantees, and endorsements comply with applicable law, professional codes, and platform policies;
• any patient testimonials, before-and-after imagery, success stories, or outcome claims used in campaigns have been collected with appropriate authorizations and do not contain PHI delivered outside an authorized channel;
• its website and landing pages contain any disclaimers, disclosures, accessibility features, and privacy notices required by applicable law;
• any practitioner appearing in creative is properly licensed in the relevant jurisdiction and operating within the scope of that license;
• any product or device marketed has the required regulatory clearances.

Engage Ads will use commercially reasonable efforts to flag potential compliance concerns observed during creative development or campaign management, but Engage Ads is not Client's lawyer, regulatory consultant, or compliance officer. Engage Ads' input does not constitute legal advice. Client should obtain advice from qualified counsel and compliance professionals before publishing any claim or campaign that may implicate regulatory risk.

18HIPAA & Business Associate Agreement

Engage Ads does not, as part of these Terms or the Site, accept or process Protected Health Information. Where Client is a covered entity under HIPAA and the Services include functions that would cause Engage Ads to create, receive, maintain, or transmit PHI on Client's behalf, the parties will execute a Business Associate Agreement before any such PHI is shared. The BAA, once executed, governs all permitted uses and disclosures of PHI, applicable safeguards, breach notification, subcontractor flow-down, and termination obligations with respect to PHI, and supersedes any conflicting provision of these Terms with respect to PHI.

Absent an executed BAA, Client agrees not to transmit PHI to Engage Ads through any channel. Information transmitted in violation of this Section is at Client's risk and Engage Ads may, upon discovery, securely delete the information and document the incident.

19Confidentiality

"Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, including business strategies, pricing, financial information, customer and prospect data, methodologies, performance data, technical information, and unannounced product or service plans. Confidential Information does not include information that the Receiving Party can document: (i) is or becomes publicly available without breach of these Terms; (ii) was rightfully known prior to receipt; (iii) was rightfully received from a third party without restriction; or (iv) was independently developed without use of or reference to the Disclosing Party's Confidential Information.

Each party will: (i) use Confidential Information solely to perform under these Terms and the applicable Service Agreement; (ii) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar importance, and in no event less than reasonable care; and (iii) limit disclosure of Confidential Information to its employees, contractors, and professional advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set out herein. The Receiving Party may disclose Confidential Information to the extent required by law, court order, or regulatory authority, provided that the Receiving Party gives the Disclosing Party prompt notice (where legally permitted) and reasonable cooperation to seek a protective order.

The obligations of this Section survive for three (3) years after termination of the engagement, except that obligations with respect to trade secrets survive for so long as the information qualifies as a trade secret under applicable law.

20Prohibited Uses

You agree not to, and will not authorize any third party to:

• use the Site or Services in violation of any applicable law, regulation, or platform policy;
• infringe, misappropriate, or otherwise violate the intellectual property, publicity, privacy, or other rights of any person or entity;
• upload, post, transmit, or otherwise make available any content that is unlawful, defamatory, fraudulent, deceptive, obscene, harassing, or that contains malware, viruses, worms, ransomware, or any other malicious code;
• attempt to gain unauthorized access to the Site, Engage Ads' systems, accounts, networks, or to any other user's information;
• probe, scan, or test the vulnerability of the Site or circumvent any security, authentication, or access-control measure;
• copy, scrape, crawl, harvest, frame, mirror, reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying methodology of the Site or Services, except to the extent expressly permitted by applicable law;
• resell, sublicense, or otherwise commercially exploit the Site or Services without our prior written consent;
• use the Site or Services to send unsolicited bulk communications, "spam," or any communication in violation of the CAN-SPAM Act or analogous law;
• transmit PHI through any channel other than one expressly authorized under an executed BAA;
• impersonate any person or entity or misrepresent your affiliation with any person or entity.

21Marketing Approvals & Review

Engage Ads will provide creative concepts, copy, landing pages, audience configurations, and other campaign assets for Client's review prior to launch, in accordance with the review cadence specified in the Service Agreement. Once Client approves an asset (whether by express written confirmation or by deemed approval under Section 15), Engage Ads is authorized to publish or deploy the asset and is not responsible for any consequences arising from the substantive content of the approved asset. Client remains responsible for ensuring that approved content complies with applicable law and platform policy, including any disclaimers or disclosures Client elects to omit against Engage Ads' recommendation.

22Third-Party Services & Integrations

The Services rely on third-party platforms, tools, and integrations, including (without limitation) advertising platforms (Meta, Google, TikTok), marketing automation and CRM tools (such as GoHighLevel), analytics tools (such as Google Analytics 4), call-tracking tools, scheduling tools, payment processors, and document-management tools. Each third-party service is governed by its own terms and privacy policy, and may impose its own service levels, outages, and data-handling practices. Engage Ads is not responsible for the acts, omissions, performance, downtime, data loss, pricing changes, or policy changes of any third-party service, but will use commercially reasonable efforts to mitigate the impact of any third-party issue on the Services.

Where a third-party platform requires Client to accept its own terms (for example, by setting up a business manager account, accepting partner-access terms, or agreeing to advertising policies), Client will do so promptly upon request.

23Electronic Communications & Signatures

You consent to receive communications from Engage Ads electronically, including by email, SMS, in-product notification, or via the Site. Electronic communications satisfy any legal requirement that a communication be in writing. You further agree that your electronic signature on a Service Agreement, order form, statement of work, or other electronic document has the same legal effect as a handwritten signature, consistent with the federal E-SIGN Act and the Uniform Electronic Transactions Act as adopted in Georgia.

Service Agreements and amendments may be executed in one or more counterparts, each of which is deemed an original, and all of which together constitute one and the same instrument.

24Representations & Warranties

Each party represents and warrants to the other that: (i) it has full power and authority to enter into and perform under these Terms and any Service Agreement; (ii) its performance will not conflict with any other agreement to which it is bound; and (iii) it will comply with all laws applicable to its performance.

Engage Ads further represents and warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. Client's exclusive remedy for breach of this warranty is, at Engage Ads' option, re-performance of the deficient Service or a refund of the Fee paid for the specific deficient Service, provided Client notifies Engage Ads in writing within thirty (30) days of the alleged breach.

25Warranty Disclaimers

Except as expressly set out in Section 24, the Site, the Services, and all Deliverables are provided "AS IS" and "AS AVAILABLE," and Engage Ads disclaims all warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, uninterrupted use, and any warranty arising from course of dealing or usage of trade.

Engage Ads does not warrant that the Site or Services will be uninterrupted, error-free, free of harmful components, or that defects will be corrected. Engage Ads does not warrant any specific business, financial, or marketing outcome. Any third-party content, data, or service accessed through the Services is provided "as is" and is the responsibility of the applicable third party.

26Limitation of Liability

To the maximum extent permitted by applicable law, in no event will Engage Ads, its members, officers, employees, contractors, agents, or licensors be liable to Client or any third party for any indirect, incidental, consequential, special, exemplary, punitive, or enhanced damages, including (without limitation) loss of profits, loss of revenue, loss of business, loss of goodwill, loss of data, lost opportunity, or any cost of substitute services, arising out of or relating to these Terms, the Services, the Site, or any Deliverable, regardless of the theory of liability (contract, tort, strict liability, statutory, or otherwise) and whether or not Engage Ads has been advised of the possibility of such damages.

Engage Ads' aggregate cumulative liability arising out of or relating to these Terms, the Services, the Site, or any Deliverable will not exceed the total management Fees actually paid by Client to Engage Ads during the twelve (12) months immediately preceding the event giving rise to the claim. Ad Spend paid to third-party platforms is excluded from this cap calculation.

The parties acknowledge that the Fees reflect the allocation of risk set forth in these Terms and that Engage Ads would not have entered into these Terms without these limitations. These limitations apply notwithstanding any failure of essential purpose of any limited remedy. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages; in such jurisdictions, Engage Ads' liability is limited to the maximum extent permitted by law.

27Indemnification

Client will defend, indemnify, and hold harmless Engage Ads and its members, officers, employees, contractors, and agents from and against any and all third-party claims, demands, actions, suits, proceedings, losses, liabilities, damages, settlements, judgments, fines, penalties, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to: (i) Client Materials, including any claim that Client Materials infringe, misappropriate, or violate any intellectual property, publicity, or privacy right; (ii) Client's services, products, claims, offers, pricing, or business practices; (iii) Client's violation of these Terms, the applicable Service Agreement, applicable law, professional codes, or platform policy; (iv) Client's failure to obtain required regulatory clearances, licenses, or consents; (v) Client's transmission of PHI in violation of Section 18; or (vi) the negligence, willful misconduct, or fraud of Client or its personnel.

Engage Ads will defend, indemnify, and hold harmless Client from and against third-party claims to the extent arising from Engage Ads' gross negligence or willful misconduct in performing the Services, subject to the limitation of liability in Section 26.

The indemnified party will: (i) promptly notify the indemnifying party of the claim; (ii) provide reasonable cooperation; and (iii) permit the indemnifying party to control the defense and settlement, provided no settlement that imposes a non-monetary obligation or admission of liability on the indemnified party may be agreed without the indemnified party's prior written consent.

28Force Majeure

Neither party will be liable for any failure or delay in performance (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, governmental action, labor disputes, epidemics, pandemics, public-health emergencies, internet or telecommunications failures, electrical outages, cyberattacks, or platform-wide outages affecting Meta, Google, or other third-party services on which the Services depend. The affected party will give prompt notice of the force-majeure event and use commercially reasonable efforts to resume performance.

29Dispute Resolution & Arbitration

29.1 Informal Resolution

Before initiating any formal proceeding, the parties will attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Services through good-faith negotiation between authorized representatives, beginning within thirty (30) days of written notice from one party to the other describing the dispute and the requested resolution.

29.2 Binding Arbitration

If the dispute is not resolved within sixty (60) days of the informal-resolution notice, the dispute will be finally and exclusively resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration will be conducted in Atlanta, Georgia, before a single arbitrator selected in accordance with the AAA rules. The arbitrator will issue a reasoned written award. Judgment on the award may be entered in any court of competent jurisdiction.

29.3 Class Action Waiver

All disputes must be brought on an individual basis. The arbitrator may not consolidate claims or preside over any form of class, collective, or representative proceeding.

29.4 Exceptions

Notwithstanding the foregoing, either party may: (i) bring an action in court to seek temporary, preliminary, or permanent injunctive or equitable relief to protect its intellectual property, Confidential Information, or to enforce Section 19 or 20; or (ii) bring an individual claim in a small-claims court of competent jurisdiction.

29.5 Fees & Costs

The arbitrator will allocate the costs of arbitration consistent with the AAA Commercial Arbitration Rules and will award reasonable attorneys' fees and costs to the prevailing party to the extent permitted by applicable law.

30Governing Law & Venue

These Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of the State of Georgia, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. For any dispute not subject to arbitration under Section 29, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Fulton County, Georgia.

31Notices & Miscellaneous

31.1 Notices

Notices to Engage Ads under these Terms must be sent by email to [email protected] with a copy by overnight courier or certified U.S. mail (return receipt requested) to: Engage Ads LLC, Attn: Legal & Contracts, 4885 Berkeley Oak Circle, Norcross, GA 30092. Notices are effective upon receipt. Notices to Client will be sent to the email address Client has on file with Engage Ads and are effective upon transmission, absent a bounce-back.

31.2 Assignment

Client may not assign or transfer these Terms or any Service Agreement, by operation of law or otherwise, without Engage Ads' prior written consent. Engage Ads may assign these Terms and any Service Agreement in connection with a merger, acquisition, reorganization, financing, or sale of all or substantially all of its assets without consent. Any prohibited assignment is null and void.

31.3 Independent Contractors

The parties are independent contractors. Nothing in these Terms or any Service Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship between the parties.

31.4 No Third-Party Beneficiaries

These Terms are for the sole benefit of the parties and their permitted successors and assigns, and confer no rights on any other person or entity.

31.5 Severability

If any provision of these Terms is held invalid, illegal, or unenforceable by a court of competent jurisdiction or an arbitrator, the remaining provisions remain in full force and effect, and the invalid provision will be reformed to the minimum extent necessary to render it enforceable while preserving the parties' intent.

31.6 Waiver

No failure or delay by either party in exercising any right under these Terms is a waiver of that right. Any waiver must be in writing and signed by an authorized representative of the waiving party.

31.7 Entire Agreement; Order of Precedence

These Terms, together with any applicable Service Agreement, BAA, privacy policy, and other documents expressly incorporated by reference, constitute the entire agreement between the parties regarding the subject matter and supersede all prior or contemporaneous oral or written communications. In the event of conflict, the order of precedence is: (i) the BAA (with respect to PHI only); (ii) the Service Agreement; (iii) these Terms; and (iv) any other referenced document.

31.8 Interpretation

Section headings are for convenience only and do not affect interpretation. "Including" means "including without limitation." References to days mean calendar days unless expressly stated as business days. The parties acknowledge that they have had the opportunity to review these Terms with counsel and that no rule of construction against the drafter applies.

32Modifications to Terms

Engage Ads may update these Terms from time to time. When we make material changes, we will revise the "Effective Date" and "Last Updated" date above and provide additional notice as appropriate (for example, by posting a banner on the Site, by email to active Clients, or by other reasonable means). Your continued use of the Site or the Services after the revised Terms take effect constitutes acceptance of the revised Terms. If you do not agree with the revised Terms, you must stop using the Site and may terminate active Services in accordance with Section 11.

Notwithstanding the foregoing, no modification to these Terms will alter any material commercial term of an existing Service Agreement (such as pricing, scope, or term) without the other party's written consent.

33Contact

If you have questions about these Terms or our Services, please contact:

We strive to respond to legitimate inquiries within thirty (30) days, or sooner where required by applicable law or the applicable Service Agreement.