This Marketing Services Agreement (the "Agreement") is entered into between White Cap Data ("Provider," "we," "us") and the client identified on the Order Form ("Client," "you"). It takes effect on the earlier of the date the Client signs the Order Form or the date the Client makes the first payment (the "Effective Date"). The Order Form and any Statement of Work ("SOW") referenced in it are incorporated into and form part of this Agreement. This Agreement is the marketing-services companion to Provider's Website Design & Hosting Services Agreement; where the Client is a party to both, the two agreements stand independently except where one expressly references the other (for example, the bundling provisions in the Order Form).
1. Definitions
1.1 "Marketing Services" means the marketing services described in Section 2 and selected by the Client on the Order Form.
1.2 "Module" means a category of Marketing Services that the Client may elect on the Order Form. The Modules available under this Agreement are: Module A (SEO & Local Search), Module B (Paid Ads), and Module C (Social, Content & Email). Each Module is independent - the Client may elect any one Module, any combination of Modules, or all three.
1.3 "Selected Modules" means the Modules the Client has marked as included on the Order Form. Modules that are not marked as included are excluded and are not provided under this Agreement.
1.4 "Onboarding" means the one-time setup work required to begin delivery of a Selected Module, as described in Section 2 and priced on the Order Form.
1.5 "Recurring Services" means the ongoing monthly delivery of a Selected Module after Onboarding is complete.
1.6 "Client Materials" means all content, text, images, video, logos, brand guidelines, credentials, account access, and information the Client provides for the Marketing Services.
1.7 "Platform" means a third-party service used to deliver Marketing Services, including but not limited to Google Ads, Google Business Profile, Google Search Console, Google Analytics, Meta Ads Manager, Facebook, Instagram, TikTok, LinkedIn, YouTube, an email service provider, a CRM, or a call-tracking provider.
1.8 "Ad Spend" means the budget the Client funds for paid media placements that is paid to a Platform (for example, Google or Meta). Ad Spend is separate from Provider's management fee and is not included in the Recurring Fee.
1.9 "Reporting Period" means the calendar month, unless a different period is specified on the Order Form.
1.10 "Business Day" means Monday through Friday, excluding U.S. federal holidays. "Business Hours" means 9:00 a.m. to 5:00 p.m. U.S. Central Time on a Business Day.
1.11 "Service Level" or "SLA" means the service commitments in Section 3.
1.12 "Tier" means the subscription level selected by the Client on the Order Form for a given Module (Starter, Growth, Pro, or Custom).
2. Scope of Services
2.1 Modular Scope. The Marketing Services delivered under this Agreement are limited to the Modules marked as included on the Order Form. Provider has no obligation to deliver any service not expressly elected. The Client may add or remove Modules by signing an amended Order Form; additions take effect at the start of the next billing period unless otherwise agreed.
2.2 Module A - SEO & Local Search. If, and only if, marked as included on the Order Form, Provider will deliver the following:
(a) Onboarding: technical SEO audit of the Client's primary website (up to one domain); keyword and competitor research for the Client's service area; setup or claim of Google Business Profile; setup of Google Search Console and Google Analytics if not already in place; baseline ranking and traffic snapshot.
(b) Recurring Services: monthly on-page SEO improvements within the allotment stated on the Order Form (for example, title tags, meta descriptions, schema, internal linking, image optimization); monthly Google Business Profile maintenance (posts, photos, Q&A monitoring, review responses up to the allotment); monthly local citation hygiene; monthly rank, traffic, and Business Profile report.
(c) Out of Scope unless added in writing: net-new long-form content writing beyond the included allotment; backlink / PR outreach; SEO for additional domains; rebuild of the Client's website or migration to a new platform; manual review-removal disputes; legal action regarding listings.
2.3 Module B - Paid Ads (Google / Meta). If, and only if, marked as included on the Order Form, Provider will deliver the following:
(a) Onboarding: campaign build for the Platform(s) elected on the Order Form (Google Ads, Meta Ads, or both); keyword research and audience definition; ad copy and creative drafts (Provider drafts; Client approves before launch); landing-page configuration on the Client's existing site (substantive landing-page builds are out of scope and may be quoted separately or addressed under the Website Services Agreement); conversion tracking and call-tracking setup; pixel installation.
(b) Recurring Services: ongoing campaign management, bid and budget optimization, negative-keyword pruning, audience refinement, A/B testing of ad creative within the cadence stated on the Order Form, and a monthly one-page performance report showing impressions, clicks, conversions, cost per conversion, and tracked calls. Creative refresh frequency is stated on the Order Form by Tier.
(c) Ad Spend is separate. The Client is solely responsible for funding Ad Spend. By default, the Client maintains its own billing on each Platform and Provider operates the account; alternative pass-through arrangements (Provider invoices Ad Spend with a stated markup) are available only where elected on the Order Form. Provider does not advance Ad Spend on the Client's behalf.
(d) Out of Scope unless added in writing: video or motion-graphic production beyond simple text / image ad assets; influencer-paid placements; programmatic / DSP buys outside Google and Meta; creative for platforms not elected on the Order Form; landing-page builds beyond minor configuration of existing pages.
2.4 Module C - Social, Content & Email. If, and only if, marked as included on the Order Form, Provider will deliver the following:
(a) Onboarding: brand-voice and content-pillar intake; setup or audit of the social channels and email platform elected on the Order Form; content-calendar template; initial subscriber-list hygiene for the email platform.
(b) Recurring Services: organic social posts on the channels and at the cadence stated on the Order Form (Provider drafts; Client approves before publish unless a standing pre-approval is documented in the Order Form); one monthly email newsletter or campaign within the allotment; community-management monitoring of inbound DMs and comments during Business Hours; monthly content and engagement report.
(c) Out of Scope unless added in writing: paid social boosting (covered under Module B if elected); long-form blog or article writing beyond the included allotment; podcast or video production; influencer sourcing; e-commerce store management; abandoned-cart and complex automated email flows beyond the included allotment.
2.5 General Out of Scope. Anything not expressly described in this Section 2 and marked as included on the Order Form is out of scope. New deliverables, additional channels, additional platforms, content production beyond the included allotment, or other work beyond the agreed scope require a written change order and are billed separately at Provider's then-current rates.
2.6 One-Time Audit & Recovery Plan. The Client may engage Provider for a one-time audit (for example, a Google Ads Audit & Recovery Plan) on a flat-fee basis as elected on the Order Form. A one-time audit is delivered as a written report and does not create any Recurring Services or SLA obligations unless the Client also elects the corresponding Module.
2.7 Seasonal Campaign. The Client may engage Provider for one or more Seasonal Campaigns on a flat-fee basis as elected on the Order Form. Each Seasonal Campaign is a single, defined-window paid-ads engagement (typically thirty (30) to sixty (60) days) targeted at a specific event, promotion, or season, with the scope and Platforms stated on the Order Form. A Seasonal Campaign includes campaign build (audience, copy, conversion tracking, light assembly of Client-supplied photos and basic graphics), launch and QA, one mid-run optimization touch, and a written end-of-campaign report delivered within seven (7) Business Days after the campaign window closes. Custom creative beyond light assembly of Client-supplied photos and basic graphics is out of scope unless added to the quote. Ad Spend is separate from the Seasonal Campaign fee and is funded by the Client. The Service Levels in Section 3 do not apply mid-campaign; once a Seasonal Campaign launches, Provider runs it on the agreed scope and reports at the end. A Seasonal Campaign does not create any Recurring Services unless the Client also elects the corresponding Module.
3. Service Levels (SLAs)
Provider commits to the following Service Levels with respect to each Selected Module. These Service Levels are measured by Provider's systems and tools, are subject to the exclusions in Section 3.6, and are the Client's sole and exclusive service commitments. The remedies in this Section are the Client's sole and exclusive remedies for any failure to meet a Service Level. The Service Levels in this Section do not apply to Modules that are not Selected.
3.1 Onboarding Delivery
Provider will target completion of Onboarding for each Selected Module within fifteen (15) Business Days after Provider has received the full Onboarding fee for that Module, all Client Materials reasonably necessary to begin (including Platform access, brand assets, and approvals), and the Client's confirmed point of contact. This timeline tolls for any period during which Provider is awaiting Client Materials, feedback, approvals, Platform access, or payment, and resumes when the Client provides them. Delays caused by the Client do not count against the Onboarding target.
3.2 Support Response
Provider will acknowledge support requests submitted through Provider's designated channel within two (2) Business Days for standard requests, and within one (1) Business Day for time-sensitive paid-ads issues (for example, a campaign disapproval, a runaway-spend anomaly, or a pixel failure that is materially affecting an active campaign), in each case during Business Hours. "Response" means an acknowledgement and initial assessment; it does not mean resolution. Resolution times vary by issue and Platform and are not guaranteed.
3.3 Change / Request Turnaround
Provider will action accepted routine change requests within five (5) Business Days after receiving complete and final instructions and any required materials. Routine change requests include, by Module: budget reallocation between active campaigns; ad-copy or creative swaps from an approved library (Module B); a single on-page SEO edit or Google Business Profile post (Module A); a single social post or email subject-line change from an approved library (Module C). Each Tier includes a set allotment of routine changes - the cadence and number are stated on the Order Form and may be expressed monthly or bi-monthly depending on the Tier. Requests beyond that allotment, or changes that are not routine (for example, a new campaign build, a new content pillar, or net-new creative production), are billed separately and are not subject to this turnaround commitment. Unused allotment does not roll over between periods unless expressly stated on the Order Form.
3.4 Reporting Cadence
Provider will deliver one written report per Reporting Period for each Selected Module, by email or via Provider's reporting tool, within ten (10) Business Days after the close of the Reporting Period. Each report contains the standard metrics for the applicable Module described in Section 2 plus a short plain-English summary of what changed and what Provider plans to test next. The first report for any newly-onboarded Module covers the period from go-live through the next month-end and may be partial.
3.5 Performance and KPIs - Not Guaranteed
Provider will track and report against the KPIs identified for each Selected Module on the Order Form (for example, organic rankings and Business-Profile actions for Module A; impressions, clicks, conversions, and cost per conversion for Module B; reach, engagement, and email open / click rates for Module C). Provider will use commercially reasonable efforts to improve those KPIs over time. Provider does not warrant or guarantee any specific business result, search ranking, traffic level, lead volume, conversion rate, follower count, open rate, ROI, ROAS, revenue, or other outcome. Marketing results depend on factors outside Provider's control, including Client offer and pricing, Client sales follow-up, third-party Platform changes, competitive activity, seasonality, and overall market conditions.
3.6 SLA Exclusions
The Service Levels do not apply to, and any delay or failure is excluded when caused by, any of the following:
- Scheduled or emergency maintenance for which Provider gives reasonable notice where practicable;
- Acts or omissions of the Client, including late or incomplete Client Materials, late approvals, refusal to publish recommended creative or copy, late or missing Platform access, Client-side account changes, or Client-managed plugins, code, accounts, or third-party agencies;
- Third-party Platforms, including ad-account suspensions, policy disapprovals, algorithm changes, attribution or pixel issues caused by the Platform, outages, billing holds, or rate limits;
- Insufficient or paused Ad Spend, exhausted budgets, or payment failures on the Client's Platform billing;
- Suspension or termination for non-payment, or as otherwise permitted under this Agreement;
- Force majeure events (Section 12); and
- Beta, trial, or no-charge features.
4. Client Responsibilities
4.1 The Client will provide complete, accurate Client Materials and timely feedback, approvals, and access, and will designate a single primary point of contact with authority to approve work.
4.2 The Client will grant Provider the Platform access reasonably necessary to deliver each Selected Module (for example, manager-level access to Google Ads and Meta Business Manager for Module B; admin access to Google Business Profile, Google Search Console, and Google Analytics for Module A; admin or editor access to the relevant social channels and the email service provider for Module C). Where access cannot be granted within ten (10) Business Days after request, the Onboarding SLA in Section 3.1 tolls for the corresponding Module.
4.3 The Client represents that it owns or has the rights to all Client Materials and that the Client Materials, the Client's offers, the Client's website, and the Client's use of any Platform comply with applicable law and Platform policies (including but not limited to advertising-content rules, claims substantiation, FTC endorsement and disclosure rules, CAN-SPAM, TCPA, and the rules of each Platform). The Client is responsible for the legality of its content, offers, and business.
4.4 The Client is solely responsible for funding Ad Spend on each Platform on which paid media runs. The Client is responsible for paying all Provider fees on time and for maintaining its own Platform billing methods, domain registration, and any other third-party accounts it controls.
4.5 The Client is responsible for sales follow-up. Provider's work generates leads, calls, impressions, and visits; converting those into bookings, jobs, and revenue is the Client's responsibility unless a separate sales-operations engagement is agreed in writing.
5. Fees & Payment
5.1 Onboarding Fee. The one-time Onboarding fee for each Selected Module is stated on the Order Form and is due in full at signup, before Provider begins Onboarding for that Module. The Onboarding fee is non-refundable upon execution of this Agreement.
5.2 Recurring Fee. The recurring monthly fee for each Selected Module is stated on the Order Form and is billed in advance on the interval the Client selects: monthly (full price), quarterly (5% discount on the monthly equivalent), or annual (15% discount on the monthly equivalent). The subscription renews automatically for successive periods of the same interval unless cancelled under Section 6.
5.3 Ad Spend. Ad Spend is separate from and in addition to the Recurring Fee. By default the Client pays each Platform directly; if pass-through billing is elected on the Order Form, Provider may invoice Ad Spend with the markup stated on the Order Form, payable in advance. Provider is not obligated to maintain campaigns when Ad Spend is unfunded, exhausted, or paused for any reason.
5.4 Audit & Recovery Plan Fee. Where the Client engages a one-time audit under Section 2.6, the audit fee is stated on the Order Form, is due in full at signup, and is non-refundable upon execution of this Agreement.
5.5 Seasonal Campaign Fee. Where the Client engages a Seasonal Campaign under Section 2.7, the flat fee for that campaign is stated on the Order Form, is due in full at signup, and is non-refundable upon execution of this Agreement. Where the Client pre-pays three (3) or more Seasonal Campaigns in a single order, Provider applies a ten percent (10%) discount to each pre-paid campaign fee. Ad Spend is separate (Section 5.3 applies). Provider is not obligated to begin Campaign setup until the full Seasonal Campaign Fee is received.
5.6 Bundled Discount. Where the Client is concurrently subscribed to Provider's Website Design & Hosting Services on an Active Tier (or higher) and to at least one Module under this Agreement at the Growth Tier (or higher), Provider waives the recurring website maintenance fee for the duration both subscriptions remain active and paid, as a courtesy bundle. The Build fee under the Website Services Agreement and all Onboarding fees under this Agreement remain due. The bundled discount terminates automatically when either subscription is downgraded or cancelled.
5.7 Late Payment. Fees not paid when due accrue a late charge of 1.5% per month (or the maximum allowed by law, if lower). Provider may suspend the Marketing Services, pause campaigns, and pause Platform activity if any amount remains unpaid more than ten (10) days after written notice, without liability and without relieving the Client of payment obligations.
5.8 Taxes. Fees are exclusive of taxes; the Client is responsible for all applicable taxes other than taxes on Provider's net income.
5.9 Price Changes. Provider may change recurring fees on at least sixty (60) days' written notice, effective at the next renewal.
6. Term & Termination
6.1 Term. This Agreement begins on the Effective Date and continues while any Module subscription is active. Each Module subscription renews automatically as described in Section 5.2. The Marketing Services are month-to-month with no minimum term unless a longer term is expressly elected on the Order Form.
6.2 Termination by Client. The Client may cancel any or all Module subscriptions on thirty (30) days' written notice, effective at the end of the then-current billing period. Prepaid fees, Onboarding fees, and Audit fees are non-refundable. There is no cancellation fee.
6.3 Termination by Provider. Provider may suspend or terminate for non-payment (subject to Section 5.7) or for any material breach not cured within fourteen (14) days after written notice. Provider may also terminate immediately if continued performance would, in Provider's reasonable judgment, require Provider to violate applicable law or a Platform's policies.
6.4 Effect of Termination. On termination of a Module, Provider's Recurring Services for that Module end. Provider will pause any campaigns Provider operates, hand back Platform access (the underlying Platform accounts remain in the Client's name and control), and deliver the final Reporting Period report on Provider's normal cadence. Provider's underlying tools, templates, scripts, dashboards, and reporting frameworks are not transferred. Sections that by their nature should survive will survive termination.
7. Intellectual Property
7.1 Provider retains all right, title, and interest in and to its pre-existing and independently developed materials, including its proprietary tools, templates, reporting frameworks, scripts, dashboards, audit methodologies, prompts, and know-how ("Provider IP").
7.2 Platform Accounts. Where the Client provides existing Platform accounts (for example, an existing Google Ads or Google Business Profile account), the Client retains ownership of those accounts. Where Provider creates new Platform accounts at the Client's request, those accounts are created in the Client's name and are owned by the Client; Provider operates them under delegated access during the term of the applicable Module.
7.3 Deliverables. Upon full payment of the applicable Onboarding fee and while the corresponding Module subscription is active and paid, Provider grants the Client a limited, non-exclusive, non-transferable license to use the campaign builds, ad copy, creative, posts, emails, and reports delivered for that Module for the Client's own business.
7.4 Client Materials and Performance Data. The Client retains ownership of Client Materials and of performance data generated in the Client's Platform accounts, and grants Provider a license to use them to perform the Services, to operate Provider's tools, and to display anonymized results in Provider's portfolio and marketing (for example, "we lifted call volume X% for a diesel repair client"). The Client may opt out of identified portfolio use by written request.
8. Warranties & Disclaimers
8.1 Limited Workmanship Warranty. Provider will correct reproducible defects in Onboarding deliverables (for example, a misfiring conversion tag or a published post containing a clear typo) that the Client reports in writing within fourteen (14) days after delivery, at no additional charge. This is the Client's sole warranty remedy for Onboarding deliverables.
8.2 Disclaimer. Except for Section 8.1, the Marketing Services are provided "AS IS" and "AS AVAILABLE." Provider disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. Provider does not warrant any specific business result, search ranking, traffic, lead volume, conversion rate, ROI, ROAS, follower growth, email engagement, or revenue. Marketing is inherently variable and depends on factors outside Provider's control.
9. Limitation of Liability
9.1 To the maximum extent permitted by law, Provider will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenue, lost data, wasted Ad Spend, Platform suspensions or bans, or business interruption, even if advised of the possibility.
9.2 Provider's total aggregate liability arising out of or relating to this Agreement will not exceed the total Provider fees (excluding Ad Spend) actually paid by the Client to Provider in the three (3) months immediately preceding the event giving rise to the claim.
9.3 Ad Spend funded by the Client and paid to a Platform is not recoverable from Provider under any theory.
9.4 Nothing in this Agreement limits liability that cannot be limited by law, including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.
10. Indemnification
10.1 The Client will defend, indemnify, and hold harmless Provider from any third-party claim, loss, or expense (including reasonable legal fees) arising out of the Client Materials, the Client's offers, the Client's products or services, the Client's website or landing pages, the Client's use of any Platform, Platform-policy violations attributable to the Client, or the Client's breach of this Agreement.
11. Confidentiality
11.1 Each party will protect the other's non-public business information disclosed in connection with this Agreement (including Client performance data, campaign strategies, and the Client's customer list where shared with Provider for retargeting or list uploads) and use it only to perform under this Agreement, except for information that is public, independently known, or required to be disclosed by law.
12. Force Majeure
12.1 Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including outages of third-party Platforms, internet or utility failures, natural events, labor disputes, or governmental action.
13. General
13.1 Governing Law. This Agreement is governed by the laws of the State of Tennessee unless a different state is specified on the Order Form, without regard to conflict-of-laws rules. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the governing state.
13.2 Assignment. The Client may not assign this Agreement without Provider's written consent. Provider may assign it in connection with a merger, acquisition, or sale of assets.
13.3 Independent Contractors. The parties are independent contractors; nothing creates a partnership, joint venture, or agency.
13.4 Entire Agreement; Amendments. This Agreement and its Order Form / SOW are the entire agreement and supersede prior discussions. Amendments must be in writing and signed by both parties.
13.5 Severability; Waiver. If any provision is unenforceable, the rest remains in effect. No waiver is effective unless in writing, and no single waiver is a continuing waiver.
13.6 Notices; E-Signature. Notices must be in writing and sent to the contacts on the Order Form (email is sufficient). This Agreement may be signed electronically and in counterparts.