Governing Law, Venue & Multi-Jurisdiction Operations

This agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of law principles. Any legal action, arbitration, mediation, or proceeding arising out of or relating to this agreement shall be brought exclusively in the state or federal courts located in New York County, New York, and the parties hereby expressly consent to personal jurisdiction and venue therein.

The client expressly acknowledges and agrees that Flagship Media Llc is a New York–formed limited liability company and may conduct operations, maintain offices, utilize registered agents, perform services, process payments, host infrastructure, or manage client accounts from New York, Florida (including Miami-Dade County), or any other domestic or international location, without such operations altering, expanding, or replacing the governing law or venue provisions of this agreement.

The client further acknowledges and agrees that the services provided under this agreement are delivered digitally and remotely, and may be accessed, managed, or executed across state lines and international borders. The client’s physical location, residence, domicile, principal place of business, or jurisdiction—whether within New York, Florida, another U.S. state, or outside the United States—shall not affect or modify the governing law, venue, or enforceability of this agreement.

No operation, activity, communication, payment processing, infrastructure use, or service delivery occurring in Florida or any other jurisdiction shall be deemed to create jurisdiction, venue, or governing law outside the State of New York, nor shall it give rise to any claim that Florida law, the law of the client’s state, or the law of any foreign jurisdiction applies.

Severability

If any provision of this agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be enforced to the maximum extent permitted by applicable law, and, if enforcement to such extent is not possible, shall be severed solely to the extent of such invalidity, illegality, or unenforceability. The remaining provisions of this agreement shall remain in full force and effect, binding and enforceable, without impairment, modification, or limitation, and shall continue to reflect the original intent of the parties to the greatest extent permissible under law.

Limitation of Liability

To the maximum extent permitted by applicable law, Flagship Media Llc’s total aggregate liability arising out of or relating to this agreement, the services provided, or any act or omission of Flagship Media Llc, whether based in contract, tort, statute, equity, strict liability, or otherwise, shall not exceed the total amount of fees actually paid by the client to Flagship Media Llc during the thirty (30) days immediately preceding the event giving rise to the claim.

In no event shall Flagship Media Llc be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business opportunity, business interruption, reputational harm, or anticipated savings, even if Flagship Media Llc has been advised of the possibility of such damages or such damages were reasonably foreseeable.

The client expressly acknowledges and agrees that the fees paid under this agreement reflect the allocation of risk set forth herein and that Flagship Media Llc would not enter into this agreement without these limitations. These limitations shall apply notwithstanding any failure of essential purpose of any limited remedy.

Timing

Flagship Media LLC is able to begin within one day of the client’s agreement to this agreement and once all needed assets have been linked. This agreement is to remain in effect if both parties agree to continue working together, no further action is required.

Joint Accountabilities

The client will be in charge of providing access to their current online platforms and content (including logins) that would aid the project. This would include providing photos and graphics along with your cooperation for content creation.

Terms And Conditions

Flagship Media LLC will provide the agreed upon services on the agreed upon terms listed in this service agreement. Any further request for services/actions of any kind in contribution to this project may be held subject for additional charge. Flagship Media LLC will never share any of the client’s information or information that is created within their profile to anyone outside of the Flagship Media LLC agency unless written consent is given by the client. Flagship Media LLC is in no way, shape, or form, to be held liable for any losses associated with this project. By signing this agreement, Flagship Media LLC and the client acknowledge the fact that this partnership of business incurs risk and potential loss of any kind that Flagship Media LLC is not held responsible for. Flagship Media LLC is held responsible for the delivery of the agreed upon services. However, Flagship Media LLC is not held responsible to any degree for the delivery of results or guarantees of any kind from the delivered agreed upon services.

Sms Wallet, Phone Systems & Carrier Billing

As part of the services provided by Flagship Media LLC, the client’s account includes integrated phone systems, sms messaging infrastructure, and carrier-based communication services. These systems are an essential and inseparable component of the Flagship Media LLC platform and are required for, but not limited to, lead notifications, lead qualification calls, sms follow-ups, workflow automation, ai agent messaging, internal alerts, and system-wide communications. Carrier and phone system usage is billed on a per-use basis, including but not limited to per-message, per-sms segment, per-call, per-second, and per-data usage charges. Due to the nature of carrier billing, these charges frequently occur in fractional or sub-dollar amounts that cannot be billed directly to a credit card or debit card. For this reason, Flagship Media LLC utilizes a wallet-based billing system. Under this system, Flagship Media LLC fronts all carrier, sms, and phone usage costs on behalf of the client. These micro-charges accumulate within the client’s wallet, and once the wallet reaches a predefined threshold, the wallet automatically replenishes and the client’s payment method on file is charged to reimburse Flagship Media Llc for carrier and phone system costs already incurred. The client expressly acknowledges and agrees that sms wallet charges are reimbursements of carrier and phone system usage costs, not service fees; that wallet charges are usage-based and may occur multiple times per month depending on lead flow and system activity; and that wallet charges are automatic and recurring based on usage. The client may view wallet balances, wallet replenishment amounts, prior wallet charges, and wallet billing history directly within the account by navigating to Settings > Billing > Wallet and Payments. Failure to review wallet balances or billing details does not constitute grounds for refunds, disputes, or chargebacks.

Account Preservation, Paused Advertising & Asset Liquidation

Flagship Media LLC’s systems operate as live infrastructure and incur ongoing expenses so long as an account remains active. If the client at any time requests to stop incoming lead flow, pause ads, stop advertising, discontinue campaigns, suspend ads management services, or otherwise halt advertising activity, Flagship Media LLC shall, by default, liquidate and deactivate the client’s entire Flagship Media LLC system and associated infrastructure in order to prevent ongoing expenses. Liquidation may include, but is not limited to, crm access, pipelines, landing pages, surveys, qualification systems, automations, workflows, phone systems, messaging infrastructure, and lead data delivered within the pipeline. If the client elects not to liquidate and instead requests to preserve the account assets they have previously paid for—because the client intends to return to a full advertising and ads management relationship at a later date—the client agrees to continue covering all expenses associated with maintaining the account. In such cases, Flagship Media LLC will determine the expenses associated with maintaining the account and will process an expenses-only charge to reimburse Flagship Media LLC for those costs. These charges shall be automatically recurring and governed by the same authorization, renewal, and no-notice provisions outlined in the Timing & Renewal section of this agreement. Once a client elects expenses-only billing instead of full ads management billing, Flagship Media LLC is not required to provide reminders, confirmations, or additional authorization prior to processing these charges.

Scope Expansion, Duplicate Campaigns, Additional Work & Discretionary Billing

The client expressly acknowledges and agrees that the service fees paid to Flagship Media LLC cover only the specific scope of work, campaigns, audiences, funnels, systems, and implementations expressly agreed upon at the time services commence. No additional work, expanded scope, or parallel effort is implied, assumed, or included unless expressly stated by Flagship Media LLC. If, at any time, the client requests, requires, causes, or otherwise necessitates additional work beyond the originally agreed scope, Flagship Media LLC reserves the right to assess and apply additional charges at its sole discretion. This includes, but is not limited to, requests for additional or duplicate campaigns, additional ad sets, additional advertisements, new or alternative audiences, the same campaign deployed to a different audience, the same audience deployed with a different offer, incentive, or positioning, additional funnels, parallel or modified funnels, alternative conversion mechanisms, new lead forms, new landing pages, additional offers or programs, or any variation, repetition, expansion, or duplication of previously delivered work. The client expressly agrees that additional charges may be applied even where the underlying structure, strategy, or assets are similar to, derived from, or partially reused from prior work, and that such charges may equal or exceed the original service fee depending on the scope, complexity, labor, testing, troubleshooting, learning curves, and internal resource allocation required. Flagship Media LLC may apply duplicate charges, expanded charges, or higher charges where additional work materially increases operational effort or system usage. The determination of what constitutes additional work, expanded scope, duplicate effort, or a material deviation from the original engagement shall remain solely and exclusively at the discretion of Flagship Media LLC. Flagship Media LLC shall have no obligation to itemize, justify, explain, disclose, or defend such determinations beyond deciding that the requested or required work exceeds the original scope. The client further expressly acknowledges and agrees that Flagship Media LLC is not required to provide notice, warning, disclosure, prior approval, or consent before processing any additional, duplicate, or expanded charges associated with scope expansion or additional work. Flagship Media LLC is authorized to automatically process such charges to the payment method on file whenever it determines, in its sole discretion, that additional work or expanded scope justifies such billing. These charges are governed by the same authorization, renewal, and no-notice provisions outlined elsewhere in this agreement. Any additional charges processed in connection with scope expansion, duplicate campaigns, or added work represent payment for technical setup, system build-out, implementation labor, testing, troubleshooting, account overhead, and associated operational costs, and are deemed fully earned once work has begun or resources have been allocated. Such charges are non-refundable and are not subject to dispute, reversal, or chargeback under any circumstances.

Client Legal Compliance, Regulatory Obligations & No Pre-Launch Approval Requirement

By purchasing marketing services and/or access to Flagship Media LLC’s system, the client expressly acknowledges and agrees that it is the client’s sole and exclusive responsibility to understand, evaluate, and comply with all legal, regulatory, contractual, industry-specific, and internal obligations applicable to the client’s business, products, services, advertising, promotions, incentives, pricing, disclosures, and representations. Flagship Media LLC does not provide legal advice, compliance review, regulatory approval, or suitability determinations of any kind, and nothing in this agreement shall be construed as such. As stated elsewhere in this agreement, the client acknowledges that payment for services entitles the client to Flagship Media LLC’s default system as developed and productized by Flagship Media LLC at the time services are rendered. The client is solely responsible for determining whether the use of this system, in whole or in part, is compliant with the client’s legal obligations, licensing requirements, franchise rules, advertising regulations, state or federal laws, platform policies, or any other restrictions applicable to the client’s business. Flagship Media LLC shall have no obligation to inquire into, monitor, or ensure compliance with the client’s legal limitations, either before services begin, during system buildout, or after campaigns, assets, or advertisements have been published and are live. The client expressly acknowledges and agrees that Flagship Media LLC is not required to present, submit, preview, or obtain approval from the client for any advertisements, landing pages, funnels, copy, offers, incentives, programs, workflows, or system assets prior to launch. Flagship Media LLC may publish, deploy, and activate advertisements, landing pages, copy, offers, incentives, and related assets without first showing them to the client, and the client waives any requirement for pre-launch review or approval. It is the client’s sole responsibility to proactively request access to, review, and inspect any advertisements, landing pages, copy, offers, incentives, or system assets that have been created or launched on the client’s behalf in order to determine whether such materials comply with the client’s legal, regulatory, or internal requirements. The client acknowledges that failure to request such review, or failure to review materials after launch, does not transfer responsibility, liability, or fault to Flagship Media LLC. Under no circumstances shall Flagship Media LLC be held liable for, or subject to claims, damages, penalties, fines, losses, or legal action arising from non-compliant advertising, disclosures, representations, incentives, or marketing materials, including in situations where the client did not review, was not shown, or did not request to see the advertisements, landing pages, copy, offers, or system assets prior to or after launch. The client expressly agrees that all responsibility for compliance remains with the client at all times. If the client subsequently identifies compliance concerns and requests revisions, modifications, or changes, the client acknowledges that such revisions are requested solely to satisfy the client’s own compliance obligations. Any revisions provided by Flagship Media LLC in response to such requests are performed as a courtesy and as part of service execution, and shall not be interpreted as Flagship Media LLC assuming responsibility for legal compliance, regulatory adherence, or suitability determinations. Flagship Media LLC does not warrant, certify, or guarantee that any revised materials comply with the client’s legal obligations, even when revisions are made at the client’s request. If Flagship Media LLC is requested to make revisions for the client, revisions can be made. If this ever occurs, it is to be made clear in this clause, that the revisions being delivered are solely out of courtesy for the client’s requests solely. The client’s request for revisions is to fulfill their necessity to meet compliance and compliance is solely the responsibility of the client. The client expressly agrees that Flagship Media LLC shall never be responsible for ensuring that marketing materials, systems, or strategies align with the client’s legal obligations, and that the burden of compliance review, approval, and risk assessment rests entirely and exclusively with the client.

For avoidance of doubt, the client expressly agrees that if the client submits payment to Flagship Media LLC and later determines, alleges, or claims that Flagship Media LLC’s system, processes, advertising structures, funnels, landing pages, domains or subdomains, conversion mechanisms, or marketing approach are not compliant with the client’s specific legal, regulatory, or internal company obligations, such determination shall not entitle the client to any refund, reversal, credit, or repayment of any kind. This applies regardless of whether Flagship Media LLC has begun work, partially completed work, fully delivered services, or not yet initiated implementation at the time the client raises such concern. The client acknowledges that prior to payment, Flagship Media LLC discloses, demonstrates, and provides examples of its system, including representative advertisements, landing pages, funnels, routing methods, use of subdomains, conversion mechanisms, and overall operational structure, and that such disclosures are made during sales calls, demonstrations, and pre-purchase communications. By submitting payment, the client represents and warrants that the client has independently reviewed, evaluated, and confirmed that Flagship Media LLC’s default system, as disclosed and demonstrated prior to payment, is compatible with the client’s legal obligations, compliance requirements, and business restrictions. Once payment is submitted, it is conclusively presumed that the client has already conducted any necessary legal, regulatory, or internal compliance review and has accepted the default Flagship Media LLC system as defined in this agreement. The client may not submit payment and subsequently attempt to rescind, dispute, or reverse that payment on the basis that any aspect of Flagship Media LLC’s system, whether known or later discovered, does not align with the client’s compliance requirements. Flagship Media LLC shall have no obligation to refund payments, explain internal resource allocation, disclose work performed, or justify services rendered or not yet rendered in connection with any compliance-based objection raised after payment. Any payment made is deemed earned and non-refundable under such circumstances, and the client expressly waives any claim to reimbursement based on alleged compliance incompatibility.

Compliance-Driven Revisions, Client Direction & No Transfer Of Liability

The client expressly acknowledges and agrees that any request for revisions, modifications, or changes made for the purpose of addressing the client’s legal, regulatory, or compliance obligations does not, under any circumstances, transfer responsibility for compliance to Flagship Media Llc. Even where the client explicitly states that certain marketing materials, advertisements, landing pages, funnels, offers, incentives, copy, or systems are not compliant and requests revisions to bring such materials into compliance, Flagship Media Llc shall not be deemed responsible for ensuring that any revised materials are legally compliant with the client’s specific obligations. Flagship Media Llc will make reasonable efforts to implement revisions requested by the client based on the client’s instructions. However, the client acknowledges that Flagship Media Llc is not qualified to interpret, analyze, or enforce the client’s legal requirements, does not provide legal advice, and is not obligated to hire legal counsel, compliance professionals, or third parties to interpret the client’s regulatory or legal language. Any revisions delivered by Flagship Media Llc are executed strictly at the client’s direction and as part of service execution, and not as a representation, warranty, or certification of compliance. If revised materials are delivered and launched, and such materials are later determined to be non-compliant, partially compliant, or still in violation of the client’s legal, regulatory, or internal obligations, the client expressly agrees that such outcome shall not be attributed to Flagship Media Llc. The client retains full responsibility to review, evaluate, and approve all materials after revisions are delivered and upon launch, and the client’s decision to allow continued use or live deployment of such materials constitutes acceptance of responsibility for compliance. The client further acknowledges that compliance may require multiple rounds of revisions, trial-and-error adjustments, and repeated modification requests. It is solely the client’s responsibility to continue requesting revisions until the client independently determines that compliance has been achieved. Any damages, penalties, enforcement actions, losses, or claims arising during this process—including during periods where revised materials are live—are the sole responsibility of the client. The client expressly agrees that it is the client’s duty to ensure compliance before any violation occurs and before any damages are incurred. Even in circumstances where the client has expressly communicated that materials are non-compliant and has requested changes to address such issues, the client waives any claim that Flagship Media Llc failed to follow compliance instructions or should have known how to implement legally compliant revisions. Flagship Media Llc shall never be responsible for interpreting the client’s legal obligations, ensuring that revisions satisfy legal requirements, or preventing the launch or continuation of materials that the client ultimately allows to remain live. Responsibility for compliance remains exclusively with the client at all times, without exception. It's not our job to hire lawyers to interpret your company's legal obligations. It's not our job to hire lawyers to make sure we understand your legal language. It's your responsibility to make sure that you don't allow us to launch something that's not compliant. And if we do, it's your responsibility to keep asking for revisions until you make yourself compliant with your own company. It can never be our fault.

Default Flagship System, Customization & Minimum Commitment

By purchasing marketing services from Flagship Media Llc, the client expressly acknowledges and agrees that the default system provided is the current Flagship Media Llc system as developed, maintained, and offered by Flagship Media Llc at the time services are rendered. This default system includes, but is not limited to, Flagship Media Llc’s standardized advertising structures, messaging frameworks, funnels, landing pages, workflows, automations, qualification logic, pipelines, lead tracking systems, phone number verification processes, routing logic, and internal infrastructure, all of which collectively constitute Flagship Media Llc’s proprietary product offering. If the client requests, elects, or requires any variation, deviation, customization, or departure from Flagship Media Llc’s default system that has not been officially endorsed, standardized, or productized by Flagship Media Llc as part of its current offering, Flagship Media Llc reserves the right to require a minimum three (3) month service commitment as a condition of implementing such changes. This includes, but is not limited to, changes to ad creative or copy, modifications to information presented in advertisements, changes to landing pages or funnels, use of alternative conversion mechanisms such as lead forms or external websites, alterations to qualification criteria or lead filtering logic, restrictions to specific inventory types such as used vehicles only, or any routing of leads away from Flagship Media Llc’s proprietary systems and toward client-owned websites or third-party platforms. The client acknowledges that diverging from the default Flagship Media Llc system may result in the forfeiture or degradation of certain system features, including but not limited to integrated workflows, automations, pipeline stage updates, real-time lead tracking, qualification logic, phone number verification, system-triggered alerts, and performance diagnostics that are natively embedded within Flagship Media Llc’s proprietary infrastructure. The client further acknowledges that such deviations introduce additional learning curves, troubleshooting requirements, system instability risks, and operational overhead that would not otherwise exist when using the default Flagship Media Llc system. Accordingly, Flagship Media Llc shall not be obligated to implement or support non-standard systems, custom configurations, experimental workflows, or client-specific variations without securing a minimum three (3) month commitment, which exists to ensure Flagship Media Llc can reasonably allocate resources, exhaust necessary learning curves, stabilize performance, and offset the additional labor, testing, and technical risk associated with non-standard implementations. The determination of whether a requested change constitutes a deviation from the default Flagship Media Llc system, and whether a three (3) month commitment is required, shall remain at the sole discretion of Flagship Media Llc.

System Evolution, Optimization Authority & No Product Misrepresentation

The client expressly acknowledges and agrees that Flagship Media Llc does not sell, license, or guarantee any fixed, static, or unchanging product, funnel, system, workflow, lead qualification process, lead generation process, lead acquisition process, qualification method, or operational structure. The client is not purchasing a specific funnel, lead handling process, lead qualification process, lead generation process, lead acquisition process, staffing configuration, calling methodology, calling configuration, lead callers, lead vetters, or any predefined system snapshot as demonstrated during sales calls, onboarding, or pre-purchase discussions. Rather, the client is purchasing access to Flagship Media Llc’s professional services, expertise, operational judgment, and execution capabilities, which are applied dynamically throughout the engagement.

The client expressly understands and agrees that marketing systems are inherently iterative, fluid, and subject to continuous modification, optimization, replacement, complete redesign, or restructuring based on performance data, volume constraints, client direction, internal limitations, technical feasibility, staffing capacity, budget considerations, ad spend levels, compliance requirements, or operational realities. Accordingly, the system, funnel, qualification process, lead handling method, routing logic, staffing involvement, automation structure, or the entirety of the funnel architecture itself in place at any given time may differ materially, substantially, or entirely from the system initially demonstrated, discussed, implemented,  contemplated, agreed to, or committed to at the time of purchase.

The client expressly acknowledges and agrees that such changes may occur at any time, with or without client consent, with or without prior notice, with or without post-change disclosure, and with or without client approval, including changes initiated solely at Flagship Media Llc’s discretion. The client expressly waives any requirement that Flagship Media Llc obtain approval, confirmation, acknowledgment, or agreement from the client before implementing any modification, whether minor or material, incremental or structural, including changes substantial enough to replace the entire original funnel, system, methodology, or process with a materially different or wholly new system.

The client further acknowledges and agrees that Flagship Media Llc cannot reasonably operate, optimize, or manage marketing systems if constrained by continuous approval requirements, consent requests, or notification obligations, and that the absence of notice, consent, disclosure, or explanation shall never constitute non-delivery of services, misrepresentation, failure to perform, or grounds for dispute. By entering into this agreement, the client conclusively accepts that system evolution — including full replacement of prior systems — is inherent to the services provided and that all such changes fall squarely within the scope of services paid for.

The client expressly authorizes Flagship Media Llc to make such changes at its sole discretion when Flagship Media Llc determines that changes are necessary, appropriate, operationally required, or reasonably beneficial to campaign stability, scalability, performance, feasibility, or internal capacity. This includes, but is not limited to, transitioning between human-based lead qualification and automated or form-based qualification, modifying or removing manual calling processes, adjusting qualification criteria, altering workflows, replacing funnels in whole or in part, modifying routing logic, or restructuring the system entirely to accommodate increased volume, cost constraints, staffing limitations, or operational realities.

The client further expressly acknowledges and agrees that while the client may submit requests, preferences, or suggestions regarding system changes, staffing involvement, calling processes, qualification methods, or operational configurations, Flagship Media Llc retains absolute, final, and exclusive authority to determine what system is deployed, maintained, modified, replaced, ignored, or left unchanged. Flagship Media Llc is under no obligation to approve, implement, reverse, maintain, reintroduce, acknowledge, respond to, confirm, deny, or otherwise address any client-requested change, regardless of whether such request was previously discussed, temporarily implemented, partially implemented, verbally acknowledged, assumed by the client to be approved, or later reconsidered.

The client expressly acknowledges and agrees that any client request may be declined, ignored, deferred indefinitely, silently rejected, partially implemented, reversed without notice, or never implemented at all, at Flagship Media Llc’s sole discretion. The absence of a response, confirmation, denial, or follow-up from Flagship Media Llc shall never be interpreted as approval, acceptance, agreement, or commitment to implement any requested change. The client expressly waives any right to rely on assumptions, expectations, verbal statements, perceived acknowledgments, or interim communications regarding requested changes.

If the client requests a change and Flagship Media Llc, in its sole discretion, elects not to implement the change, later decides against implementing the change, implements a different or opposing change, or continues operating the system unchanged, such decision shall never constitute non-delivery of services, deviation from what was purchased, failure to perform, or failure to provide what the client paid for. This remains true even if Flagship Media Llc initially indicated that a change might be made, appeared to agree in principle, or later chose not to follow through, with or without notice to the client. The client expressly acknowledges that Flagship Media Llc may, at any time, continue operating, modifying, or replacing systems in a manner that directly contradicts client requests, preferences, or instructions if Flagship Media Llc deems such action operationally appropriate. The client expressly waives any right to dispute, challenge, complain, seek a refund, reversal, credit, or chargeback on the basis that a requested change was denied, ignored, not implemented, reversed, contradicted, or not communicated. Dissatisfaction with Flagship Media Llc’s discretion, silence, refusal, reversal, or professional judgment shall not alter the client’s payment obligations or entitle the client to any form of reimbursement.

The client expressly agrees that no modification, substitution, evolution, restructuring, or complete replacement of the system shall ever constitute non-delivery of services, failure to provide goods or services, misrepresentation, bait-and-switch, or grounds for alleging that the client did not receive what was paid for. By submitting payment and continuing service, the client conclusively presumes and accepts that the system may change in whole or in part, with or without notice, and that such changes — even if they render the system entirely different from the original presentation — are an inherent, expected, and necessary part of professional marketing execution.

For the avoidance of doubt, the client expressly waives any right to claim, assert, or allege that services were not rendered, were improperly rendered, or were fraudulently represented on the basis that the system ultimately delivered differs, materially or entirely, from the system originally presented, discussed, or envisioned. Any payment submitted to Flagship Media Llc is deemed payment for services rendered, resources allocated, expertise applied, and operational execution performed, regardless of how extensively the system evolves or is replaced.

All payments made to Flagship Media Llc are fully earned upon processing once work has begun, resources have been allocated, or systems have been activated, and are strictly non-refundable under all circumstances. The client’s sole remedy, if dissatisfied, is to discontinue services at the next available cancellation opportunity pursuant to the termination provisions of this agreement. The client expressly agrees not to initiate, file, or support any dispute, chargeback, reversal, or claim alleging non-delivery, misrepresentation, or failure to provide services based on system changes, optimizations, substitutions, denied requests, or complete system replacement. Any such dispute shall be deemed a direct and material breach of this agreement.

Third-Party Sales Representatives & Internal Staffing

Flagship Media Llc is not responsible for the actions, performance, availability, or continued engagement of any third-party individuals hired, appointed, or retained by the client, including but not limited to sales representatives, closers, contractors, or internal team members. Any internal disputes, resignations, terminations, or relationship breakdowns between the client and third parties do not constitute grounds for refunds, reversals, disputes, or chargebacks.

Service Tiers, Setup Fees, Licensing Fees, Financing Arrangements & Universal Application Of Protections

The client expressly acknowledges and agrees that Flagship Media Llc offers services across multiple tiers, models, and engagement structures, including but not limited to: (i) do-it-yourself tiers, in which the client purchases access to Flagship Media Llc’s tools, templates, frameworks, training, or systems to operate independently; (ii) done-with-you tiers, in which Flagship Media Llc builds, configures, deploys, or licenses systems, infrastructure, campaigns, funnels, or assets for the client’s subsequent management, operation, optimization, or maintenance, with or without ongoing involvement from Flagship Media Llc; and (iii) done-for-you tiers, in which Flagship Media Llc provides full-service implementation, management, optimization, and ongoing operation of campaigns, funnels, systems, and infrastructure on the client’s behalf. The specific tier, scope, fee structure, and service model applicable to the client shall be determined by Flagship Media Llc in its sole discretion based on the client’s selected package, business profile, and engagement type.

The client further acknowledges and agrees that fee structures vary by tier, business type, and engagement model, and may include, without limitation: one-time setup fees, build fees, implementation fees, license fees, access fees, onboarding fees, monthly management fees, monthly maintenance fees, monthly retainer fees, monthly access fees, monthly software fees, ad spend pass-through, performance-based fees, scope-expansion fees, overhead fees, account-preservation fees, sms wallet replenishments, and any other fees contemplated under this agreement. Variation in fee structure across tiers, clients, or engagement models shall not alter, weaken, or limit the protections afforded to Flagship Media Llc under this agreement.

For the avoidance of doubt, the client expressly acknowledges and agrees that any and all amounts paid to Flagship Media Llc, by the client or on the client’s behalf, in any form, for any purpose, under any tier, and through any payment method or channel, are fully earned upon processing, strictly non-refundable, non-prorated, non-disputable, and non-recoverable, and are governed by the full scope of protections, waivers, authorizations, and recovery rights set forth in the Termination, Monthly Fees; No Proration; No Refunds, Billing, Multiple Payment Processors, Entity-Level Acceptance, and all related provisions of this agreement. This includes, without limitation: setup fees, build fees, implementation fees, license fees, access fees, onboarding fees, deposits, partial payments, retainers, advance payments, monthly fees, recurring charges, scope-expansion charges, sms wallet charges, overhead charges, account-preservation charges, liquidated damages, and any other amount paid to Flagship Media Llc in connection with any service, tier, product, license, system, or engagement of any kind. No portion of any payment is exempt from the no-refund, no-dispute, no-chargeback protections of this agreement on the basis that such payment was characterized, labeled, structured, or invoiced as a setup fee, license fee, one-time fee, deposit, prepayment, build fee, or any other categorization.

The client expressly acknowledges and agrees that Flagship Media Llc may accept payment through, or facilitate financing arrangements via, third-party financing platforms, buy-now-pay-later providers, lending partners, installment-payment processors, business credit platforms, or any other consumer or commercial financing channel (collectively, “Financing Providers”). Payments processed through Financing Providers, whether such Financing Providers disburse funds to Flagship Media Llc in a lump sum, in installments, or otherwise, shall be conclusively deemed payment made by the client to Flagship Media Llc for purposes of this agreement, regardless of the client’s repayment status, repayment schedule, financing terms, or relationship with the Financing Provider. The client further expressly acknowledges and agrees that all amounts financed through any Financing Provider in connection with services, tiers, products, licenses, or engagements provided by Flagship Media Llc are subject to the same no-refund, no-dispute, no-chargeback, no-proration, and full-recovery protections set forth in this agreement, and that such amounts are fully earned by Flagship Media Llc upon disbursement from the Financing Provider regardless of the client’s subsequent repayment performance.

The client expressly waives any right, claim, or defense based on the use of Financing Providers, including but not limited to claims that financed payments are exempt from this agreement, that the Financing Provider rather than the client is the responsible party, that the client’s dispute is properly directed at the Financing Provider rather than Flagship Media Llc, or that financing-related claims, reversals, clawbacks, or merchant disputes against Flagship Media Llc initiated through a Financing Provider constitute permitted methods of refund, reversal, or termination. Any chargeback, dispute, reversal, refund request, or clawback initiated by the client through a Financing Provider, by the Financing Provider on the client’s behalf or against Flagship Media Llc, or by any party acting at the client’s direction or with the client’s encouragement, shall constitute a direct and material breach of this agreement to the same extent as a direct chargeback or dispute against Flagship Media Llc. In the event of any such Financing Provider clawback, reversal, or merchant dispute, Flagship Media Llc is expressly authorized to recover the full amount, including any associated fees, penalties, or costs, from the client directly through any payment method on file pursuant to the Termination, Multiple Payment Processors, and Entity-Level Acceptance provisions of this agreement, without further notice or consent from the client. The client expressly acknowledges that the existence of a Financing Provider as an intermediary does not insulate, relieve, or excuse the client from any obligation under this agreement.

The client expressly acknowledges and agrees that fee structures may include separately characterized components, including but not limited to a one-time setup fee charged at the commencement of services and a recurring monthly fee charged on each subsequent billing cycle. Where the client’s selected tier and engagement model contemplate distinct setup and recurring fees (for example, a setup fee in one amount followed by a recurring monthly fee in a different amount), the client expressly acknowledges and agrees that submission of the initial setup payment constitutes full acceptance, ratification, and authorization of the entire fee structure presented to the client at the point of sale, including the recurring monthly fee, regardless of whether the recurring monthly fee was separately invoiced, separately approved, separately authorized, or separately memorialized at the time of the initial payment. The client expressly waives any claim, defense, or argument that recurring monthly charges following an initial setup payment are unauthorized, unapproved, or otherwise invalid on the basis that the client only manually approved, manually authorized, or manually paid the initial setup invoice and did not separately approve, authorize, or pay subsequent recurring invoices. The client further acknowledges that recurring monthly charges may differ in amount from the initial setup payment, and that such variation, including a recurring monthly fee that is higher, lower, or equal to the initial setup payment, shall not constitute grounds for dispute, chargeback, refund, or claim of unauthorized billing. The client’s authorization of the recurring fee structure is established at the point of sale through the price quoted, displayed, communicated, or otherwise presented to the client at that time, and is not contingent upon repeated approval, repeated invoicing, or repeated authorization at each subsequent billing cycle. Once the client has submitted the initial payment, all subsequent recurring charges in the agreed amount are pre-authorized in full, and Flagship Media Llc is expressly authorized to process such charges automatically without further manual approval, invoice acceptance, or affirmative authorization from the client.

The client expressly agrees that the protections, waivers, authorizations, and recovery rights granted to Flagship Media Llc under this agreement apply uniformly across all service tiers, payment categories, fee structures, and payment channels, and that no payment made to Flagship Media Llc, regardless of how characterized, structured, financed, or processed, shall be exempt from such protections.

Tier-Specific Service Scope, Lead Vetting, Monitoring & Maintenance Coverage

The client expressly acknowledges and agrees that specific service components, deliverables, communication cadences, and operational responsibilities differ between service tiers, and that the inclusion of a particular component at one tier shall not be construed to imply or extend that component to any other tier. The applicable tier and the corresponding service components shall be determined by Flagship Media Llc based on the package selected by the client at the time of purchase, and no implied service components, monitoring obligations, or operational duties shall arise outside of the scope expressly described herein for the client’s applicable tier.

Lead vetting, including but not limited to inbound lead outreach, telephonic qualification, multi-question screening, and pre-delivery lead filtration performed by Flagship Media Llc personnel, is a service component included exclusively at the done-for-you tier. Lead vetting is not included, implied, or extended to any done-with-you tier or any other tier, regardless of any structural, technological, or operational similarity between tiers. The client expressly acknowledges and agrees that done-with-you tier clients receive form-based or survey-based lead qualification only, and that Flagship Media Llc has no obligation, contractual or otherwise, to perform telephonic lead vetting, manual lead qualification, pre-delivery lead screening, or any related lead-vetting service for done-with-you tier clients. The client further expressly waives any claim, defense, or argument that lead vetting is owed, implied, or required at any tier other than the done-for-you tier, regardless of similarities in deliverables, infrastructure, or system access.

Communication cadences, lead tracking inquiries, and accountability check-ins also vary by tier. Done-for-you tier clients receive a Monday lead inquiry covering all leads delivered within the prior two weeks, with follow-up communications on Wednesdays and Fridays (forty-eight (48) hour communication cadence). Done-with-you tier clients at the standard managed rate receive a weekly Friday lead-tracking inquiry only. Done-with-you tier clients at the maintenance rate receive no proactive lead-tracking inquiries, weekly check-ins, or scheduled communications from Flagship Media Llc. The client expressly acknowledges that the absence of higher-frequency communication at lower tiers is an expected, contractually authorized feature of the tier and shall not constitute non-delivery of services, failure to perform, or grounds for refund, dispute, or chargeback.

Proactive monitoring of campaign performance, ad fatigue, lead volume, publication health, infrastructure status, and system breakage is a service component included at the done-for-you tier and the done-with-you tier at the standard managed rate. At these tiers, Flagship Media Llc serves as the operational alarm system for the client, identifying issues and notifying the client when intervention is needed. At the done-with-you tier maintenance rate, proactive monitoring is expressly excluded. The client at the maintenance rate expressly acknowledges and agrees that monitoring of lead volume, campaign performance, ad fatigue, publication rates, technical breakage, infrastructure status, and any related operational health indicators is the client’s sole responsibility, and that Flagship Media Llc has no obligation to detect, identify, alert, notify, or otherwise inform the client of operational issues at this tier. The client at the maintenance rate further acknowledges and agrees that any harm, loss, missed opportunity, lead volume reduction, downtime, or other consequence arising from undetected operational issues shall be the sole responsibility of the client, and shall not constitute non-delivery of services, breach, negligence, or grounds for refund, dispute, or chargeback by Flagship Media Llc.

At the done-with-you tier maintenance rate, the recurring fee is structured to include ordinary client-initiated maintenance labor for the duration of the active subscription, including but not limited to fixes for technical breakage, troubleshooting of infrastructure issues, replacement creatives or posters, and minor configuration adjustments performed by Flagship Media Llc personnel in response to client-initiated requests. The client expressly acknowledges and agrees that this maintenance labor coverage applies only to ordinary maintenance, troubleshooting, and minor configuration adjustments arising during the course of normal operation. The maintenance labor coverage does not extend to, and shall not be construed to include, additional or expanded scope of work as defined in the Scope Expansion, Duplicate Campaigns, Additional Work & Discretionary Billing section of this agreement, including but not limited to additional or duplicate campaigns, new audiences, parallel funnels, alternative offers, alternative conversion mechanisms, structural redesigns, or any work beyond ordinary maintenance. Flagship Media Llc retains the full and exclusive discretion contemplated in the Scope Expansion section to determine whether a client-initiated request constitutes ordinary maintenance covered by the recurring fee or expanded scope subject to additional discretionary charges. The client at the maintenance rate expressly waives any claim, defense, or argument that the recurring fee waives, supersedes, or limits Flagship Media Llc’s rights under the Scope Expansion section.

The Mandatory Use Of Flagship Lead Tracking System, Evidentiary Use & Client Sales Responsibility section of this agreement shall be applied with full force and effect to clients at the done-for-you tier, where complete, instruction-compliant, and uninterrupted use of the Flagship Media Llc lead tracking system is essential to Flagship Media Llc’s ability to perform its lead vetting and accountability obligations. At the done-with-you tier, clients are expected to use the Flagship Media Llc lead tracking system for their own benefit, but Flagship Media Llc’s diagnostic and reporting obligations under that section are scaled to the deliverables applicable to the client’s tier. Regardless of tier, the evidentiary provisions of that section, including the right of Flagship Media Llc to rely on lead delivery data, pipeline records, system logs, and operational history in any dispute, chargeback, arbitration, litigation, or claim, apply with full force and effect across all tiers, and the client’s waiver of claims based on poor lead quality, weak performance, or unsatisfactory results in the absence of complete and instruction-compliant pipeline use applies uniformly to all tiers.

Termination

All payments made to Flagship Media Llc are fully earned, non-refundable, and non-disputable by default. This applies immediately upon payment, onboarding initiation, service commencement, access provision, system deployment, or any form of authorization, whether written, electronic, verbal, or implied. The client expressly acknowledges and agrees that no notice, communication, discussion, or request is required or relevant for the enforceability of this provision.

Flagship Media Llc does not permit disputes, chargebacks, reversals, or payment challenges of any kind. Disputes and chargebacks are strictly prohibited and shall not be used as a method of termination, cancellation, refund request, dissatisfaction resolution, or leverage under any circumstances. The client expressly waives any right to dispute, reverse, or charge back any payment, regardless of whether the client contacted Flagship Media Llc prior to initiating such action or not.

All monthly fees, recurring charges, setup fees, implementation fees, service fees, and any other amounts billed are non-refundable and non-prorated. Once a billing cycle has been processed, the full amount for that billing period is earned and retained by Flagship Media Llc, regardless of whether the client terminates services, pauses campaigns, ceases participation, shuts down operations, or discontinues use partway through a billing period. No credits, partial refunds, or prorations shall be issued under any circumstances.

While Flagship Media Llc may, at its sole and exclusive discretion, elect to issue a refund as a voluntary courtesy in exceptional cases, Flagship Media Llc is under no obligation to do so, and the existence of discretionary refunds does not create any right, expectation, entitlement, or precedent. Any determination regarding refunds shall be made solely by Flagship Media Llc and shall be final, binding, and non-appealable.

Any attempt to dispute, reverse, or charge back a payment—whether based on dissatisfaction, system changes, scope changes, early termination, non-use of services, lack of communication, misunderstanding of services, or denial of a refund—shall constitute a direct and material breach of this agreement. In the event of such breach, Flagship Media Llc reserves the right to immediately suspend services, recover all funds lost, reprocess charges, assess additional damages, and pursue all available legal, contractual, and equitable remedies to the fullest extent permitted by law.

The client’s sole and exclusive remedy, if dissatisfied with services for any reason, is to discontinue services at the next available cancellation opportunity in accordance with the term and cancellation provisions of this agreement. Under no circumstances shall termination, dissatisfaction, non-use, or cancellation entitle the client to a refund, credit, proration, or dispute of any payment already made.

The client further acknowledges and agrees that termination, cancellation, non-renewal, or any other cessation of the working relationship triggers Flagship Media Llc’s deletion rights and the client’s post-termination obligations as set forth in the Flagship Campaign Infrastructure, Post-Termination Deletion Rights & Proprietary Asset Protection section of this agreement, which is incorporated herein by reference.

In the event the client initiates, supports, or permits any dispute, chargeback, or reversal of a payment processed by Flagship Media Llc, the client expressly authorizes Flagship Media Llc to immediately reprocess the disputed amount in order to recover funds and prevent financial loss, processor deficits, or negative account balances resulting from such dispute.

The client expressly agrees that Flagship Media Llc may reprocess the disputed amount to any payment method on file, associated with the client’s account, customer profile, billing record, or payment authorization, regardless of whether such payment method is personal, business, primary, secondary, or previously used, and regardless of whether the payment method belongs directly to the client entity, an owner, officer, employee, affiliate, or authorized payer acting on the client’s behalf.

If a dispute causes Flagship Media Llc’s payment processor balance to be debited, frozen, or rendered negative, Flagship Media Llc is expressly authorized to reprocess charges as necessary to restore the account to a neutral or positive balance while the dispute is pending. The client acknowledges and agrees that such reprocessing constitutes recoupment of earned funds, not a penalty or duplicate charge.

Reprocessing and recovery efforts related to a disputed or reversed payment may continue for a commercially reasonable recovery period not to exceed three (3) consecutive billing cycles (ninety (90) days) from the date of the initial dispute or reversal. This limitation exists solely to define a finite recovery window for payment processor compliance purposes and shall not be construed as a waiver, forgiveness, or reduction of any amounts deemed earned, owed, or recoverable under this agreement.

If a reprocessed charge is itself disputed, reversed, or blocked within the applicable recovery window, Flagship Media Llc may continue to reprocess the disputed amount using any available payment method on file until the originally disputed funds are successfully recovered or the dispute is fully resolved. The client expressly waives any claim that such reprocessing constitutes unauthorized billing, duplicate billing, or improper payment activity.

In the event Flagship Media Llc ultimately prevails in the dispute and the originally disputed funds are released or returned, Flagship Media Llc shall refund any secondary or interim recoupment charges made solely for the purpose of maintaining processor balance, excluding any amounts offset against damages, fees, costs, or losses incurred as a result of the dispute. If Flagship Media Llc does not prevail, Flagship Media Llc retains all rights granted under this agreement to recover, retain, and enforce payment of funds deemed earned and non-refundable pursuant to the terms herein.

Monthly Fees; No Proration; No Refunds

Once a monthly payment has been successfully processed, the monthly charge is fully earned and non-refundable in whole or in part, regardless of client usage, performance, communication, or desire to terminate. The client acknowledges and agrees that all services operate on a monthly billing cycle, and any request to terminate, pause, or cancel services does not relieve the client of responsibility for the full monthly fee for the billing period in which work has commenced. Services shall remain active through the end of the current billing month, and termination shall apply only to future billing cycles. No partial refunds, prorated credits, or mid-month reversals will be issued under any circumstances once work for the month has begun.

Billing, Initial Payment Timing & Failed Payment Accrual.

Any payment of any kind constitutes the initial payment for purposes of billing and renewal, including but not limited to deposits, partial payments, retainers, setup payments, or advance payments. The billing cycle begins on the date any first payment is successfully processed by Flagship Media Llc, regardless of when campaigns launch, ads begin running, onboarding is completed, assets are delivered, or systems go live. The client expressly understands and agrees that delays caused by the client—whether related to onboarding, approvals, asset delivery, internal readiness, scheduling preferences, or timing requests—do not pause, delay, extend, or reset the billing cycle. Time lost due to client delay is the client’s responsibility, not Flagship Media Llc’s.

The client expressly acknowledges and agrees that all services provided by Flagship Media Llc are billed on an automatic, recurring, auto-renewing basis. Billing automatically renews on the recurring billing cadence presented to the client at the time of purchase (which may include, without limitation, weekly, monthly, quarterly, annual, or other periodic intervals), measured from the date the initial payment is first received, unless and until properly cancelled in accordance with this agreement. No additional authorization, confirmation, reminder, notice, or consent is required prior to each billing cycle.

Submission of the initial payment constitutes continuing authorization for Flagship Media Llc to automatically process all recurring charges under this agreement. The client expressly waives any requirement that Flagship Media Llc provide advance notice of upcoming charges, renewal dates, billing reminders, failed payment notifications, or processing confirmations.

If a scheduled billing attempt fails for any reason, Flagship Media Llc is expressly authorized to attempt to recover the outstanding balance by charging any payment method on file, associated with the client’s billing profile, customer record, or payment authorization, regardless of whether such payment method is personal or business, primary or secondary, or belongs to an owner, officer, employee, contractor, affiliate, or authorized payer acting on behalf of the client. The client further acknowledges and agrees that Flagship Media Llc may route such charges through any available payment processor, including alternative processors, and that charges may appear under different merchant names or descriptors.

If Flagship Media Llc is unable to successfully recover a failed payment during the applicable billing period—whether due to card restrictions, processor limitations, insufficient funds, blocked cards, charge attempts being declined, or payment method failure—the unpaid balance for that billing period shall automatically roll forward and accrue to the next billing cycle. Upon the next scheduled renewal, Flagship Media Llc is expressly authorized to charge the full accumulated balance, including the current billing period plus any unpaid prior amounts.

Unpaid balances may accrue for a maximum of three (3) consecutive billing cycles (ninety (90) days) while the client’s account remains open, active, preserved, paused, inactive, or otherwise not fully liquidated. During this period, Flagship Media Llc is authorized to stack and recover accrued charges (for example, charging two months’ fees if one prior month remains unpaid, or three months’ fees if two prior months remain unpaid). Such accumulation and recovery shall not constitute duplicate billing, improper charging, or unauthorized payment activity, but rather authorized recovery of earned fees under this agreement.

After the accrual of three (3) consecutive unpaid billing cycles, Flagship Media Llc may, at its sole discretion, suspend services, deactivate systems, liquidate assets, and terminate the account in accordance with the Termination, Asset Deactivation, and Account Liquidation provisions of this agreement. The accrual cap exists solely to define the maximum unpaid balance that may accumulate prior to system shutdown and does not create any grace period, waiver, forgiveness, or reduction of amounts owed.

Failure of payment, non-use of services, account inactivity, delayed onboarding, deferred launch dates, paused advertising, internal disputes, or lack of communication shall not suspend billing obligations during the accrual period. All accrued amounts remain due, payable, fully earned, non-refundable, and non-disputable in accordance with this agreement.

The client expressly waives any claim, defense, or objection based on billing start dates, deposit characterization, delayed service commencement, failed payment stacking, accrued billing, merchant descriptor variation, alternative processor usage, or the application of the ninety (90) day accrual limitation described herein.

Inactive Client, Non-Responsive Client, Overhead Billing & Asset Liquidation

The client expressly acknowledges and agrees that Flagship Media Llc may, at its sole discretion, place an account into an inactive, paused, preserved, overhead, or non-advertising status for any reason, including but not limited to paused advertising, delayed onboarding, client-requested pauses, payment issues, lack of communication, internal client constraints, compliance concerns, operational limitations, or strategic adjustments. Such status shall not constitute termination of services unless expressly stated in writing by Flagship Media Llc.

While an account is inactive, paused, preserved, or otherwise not actively running advertising, Flagship Media Llc may continue to charge applicable inactive account fees, overhead fees, account preservation fees, software access fees, infrastructure fees, system maintenance fees, or other recurring charges contemplated under this agreement. These charges reflect the ongoing allocation of resources, system availability, data preservation, software access, infrastructure maintenance, and operational readiness maintained on the client’s behalf.

The client expressly acknowledges and agrees that inactive, overhead, or preservation billing is independent of active ad spend or lead volume and does not require campaigns to be live, ads to be running, or leads to be generated. Non-use of services, reduced activity, paused advertising, or lack of engagement does not suspend, reduce, prorate, or eliminate billing obligations.

Any inactive account billing, overhead billing, or account preservation billing that remains unpaid shall be subject to accrual and roll-forward billing in the same manner as standard recurring service fees, but only for a maximum accrual period of three (3) consecutive billing cycles (ninety (90) days) from the date of the first failed billing attempt. During this period, unpaid inactive or overhead charges may be accumulated and combined with subsequent billing attempts.

If payment is not successfully recovered within the ninety (90) day maximum accrual period, Flagship Media Llc may, at its sole discretion, suspend services, revoke access, deactivate systems, and permanently delete, liquidate, or terminate all client assets, systems, data, configurations, and access credentials in accordance with the Termination, System Deactivation, and Asset Liquidation provisions of this agreement. The ninety (90) day accrual limitation exists solely to define the maximum unpaid balance that may accrue prior to liquidation and does not create any grace period, waiver, or forgiveness of amounts owed.

The client expressly acknowledges and agrees that Flagship Media Llc has no obligation to preserve systems, assets, data, or configurations beyond the accrual period if payment remains unresolved, and that permanent deletion or liquidation following nonpayment is a reasonable and contractually authorized consequence.

All inactive, overhead, and account preservation fees are fully earned when charged, strictly non-refundable, and non-disputable under all circumstances. The client expressly waives any claim, defense, or objection based on inactivity status, paused advertising, reduced service utilization, account preservation, or the application of the ninety (90) day accrual limitation described herein.

Multiple Payment Processors & Merchant Descriptor Authorization

The client expressly acknowledges and agrees that Flagship Media Llc utilizes multiple payment processors, merchant accounts, billing platforms, and payment service providers in the ordinary course of business. In the event the client blocks, restricts, disables, or disputes a payment method through one payment processor, Flagship Media Llc expressly reserves the right to reprocess, route, or recover the disputed or owed amount through an alternative payment processor without further notice.

The client further expressly authorizes Flagship Media Llc to process charges through any such payment processor using varying merchant names, descriptors, billing identifiers, or account labels, provided that the charge corresponds to amounts owed under this agreement. The client expressly waives any claim, dispute, or allegation of unauthorized billing, misrepresentation, or fraudulent charge on the basis that a payment was processed through a different payment processor or appeared under a different merchant name or descriptor.

Any attempt by the client to evade payment obligations by blocking cards, disputing transactions, restricting processors, or asserting unfamiliarity with a merchant descriptor shall not relieve the client of its obligations under this agreement and shall not limit Flagship Media Llc’s right to recover amounts owed through any lawful payment channel available. The client expressly agrees that such recovery efforts constitute authorized recoupment of earned and non-refundable funds.

Timing & Renewal

This agreement becomes effective upon the client’s acceptance, signature or initial payment made by the client, whether that payment is a deposit or a partial payment. The agreed-upon service fee, setup fee, license fee, access fee, build fee, and any other fees applicable to the client’s selected tier and engagement model shall be the amount or amounts presented to the client at the time of purchase, including but not limited to amounts set forth in any invoice, order form, checkout page, sales proposal, written quote, electronic confirmation, or other written or recorded communication delivered to the client prior to or contemporaneous with payment, all of which are incorporated into this agreement by reference. By submitting payment in any amount, the client expressly confirms, accepts, and ratifies the fee, billing cadence, and tier structure quoted to the client at the point of sale, and such quoted amount shall be conclusively deemed the agreed service fee, setup fee, or other applicable fee for purposes of this agreement, regardless of whether such amount was repeated, restated, or memorialized within the body of this agreement itself. The fees referenced herein represent Flagship Media Llc’s service, setup, license, and related fees alone and are entirely separate from any ad spend the client elects to allocate directly to Meta or any other advertising platform, and entirely separate from sms wallet replenishments, carrier billing, processing fees, scope-expansion charges, or any other charges contemplated under this agreement. By signing this agreement or by submitting payment, the client authorizes Flagship Media Llc to automatically bill the payment method on file on the recurring billing cadence presented to the client at the time of purchase (which may include, without limitation, weekly, monthly, quarterly, annual, or other periodic intervals), measured from the date of the first payment submitted. Flagship Media Llc has no obligation to notify, alert, or request approval from the client prior to processing any renewal charge. It is expressly understood and agreed that the responsibility to discontinue services lies entirely with the client, who must provide written notice of termination at least seven (7) days prior to the next billing date, as required in this agreement. If the client provides notice later than seven (7) days prior to the upcoming billing date, Flagship Media Llc retains full, exclusive, and final discretion to determine whether the upcoming charge will still be processed. Flagship Media Llc may elect to process the renewal charge in full regardless of late notice.

Mandatory Use Of Flagship Lead Tracking System, Evidentiary Use & Client Sales Responsibility

The client expressly acknowledges and agrees that Flagship Media Llc utilizes a proprietary lead tracking system, including standardized pipelines, stages, workflows, logs, timestamps, delivery records, and reporting mechanisms, for the purpose of monitoring lead flow, engagement, qualification status, and performance diagnostics. The client is required to use the Flagship Media Llc lead tracking system, including the Flagship pipeline, strictly in the manner instructed by Flagship Media Llc, as a condition of receiving accurate reporting, diagnostics, performance analysis, or any conclusions regarding lead quality or campaign effectiveness. It is the client’s sole responsibility to ensure that all leads are properly, accurately, and consistently tracked, updated, and managed within the Flagship Media Llc pipeline. This includes updating lead stages, dispositioning leads correctly, and maintaining uninterrupted, instruction-compliant usage of the pipeline. If the client elects to use a separate crm, internal system, or alternative tracking method, or if the client has internal limitations, staffing constraints, access restrictions, or operational issues—including but not limited to an inability or refusal to grant sales representatives access to the Flagship Media Llc system—Flagship Media Llc shall have no obligation to track leads, reconcile data, diagnose sales performance, or infer outcomes on the client’s behalf.
  For the avoidance of doubt, when this agreement refers to a failure to use, inconsistent use of, or improper use of the Flagship Media Llc lead tracking system, such failure shall be deemed to have occurred even if a single lead is improperly tracked, incorrectly staged, delayed, miscategorized, omitted, or mishandled, regardless of whether all other leads were tracked accurately. Any deviation from complete, consistent, and instruction-compliant usage shall render the entire tracking system unreliable for reporting and diagnostic purposes and shall be treated as improper use of the system in full. In the event that the client does not use, inconsistently uses, or improperly uses the Flagship Media Llc lead tracking system under this zero-tolerance standard, Flagship Media Llc shall have no obligation to provide insights, analysis, conclusions, or opinions regarding lead quality, lead strength, qualification accuracy, conversion performance, sales outcomes, or campaign effectiveness. The client expressly acknowledges that without flawless and uninterrupted pipeline usage, Flagship Media Llc cannot determine where leads are in the sales process, how they are being contacted, what is being communicated to them, or whether they are being properly managed or closed. The client further expressly acknowledges and agrees that all lead delivery data, pipeline records, timestamps, system logs, message records, call records, automation logs, campaign data, account activity, access history, communications, and any other operational or performance-related information generated, stored, or maintained by Flagship Media Llc may be used as evidence in the event of any dispute, chargeback, arbitration, litigation, or claim of any kind. Flagship Media Llc shall be entitled to demonstrate that leads were delivered, that the client received such leads, and that any failure to properly manage, follow up with, qualify, or convert such leads occurred on the client’s end due to improper or incomplete system usage. The client expressly agrees that any and all communications, records, system data, access logs, billing records, tracking data, and operational history associated with the services provided—whether related to lead tracking or any other service delivered by Flagship Media Llc—are eligible to be relied upon, disclosed, and submitted by Flagship Media Llc in defense of any dispute or claim, as previously contemplated and permitted elsewhere in this agreement. Accordingly, the client waives any claim that poor lead quality, weak performance, low conversion rates, or unsatisfactory results are attributable to Flagship Media Llc in any circumstance where the Flagship Media Llc lead tracking system has not been used in strict, complete, and instruction-compliant fashion. Any inability to assess lead health, sales effectiveness, or performance outcomes resulting from missing, inaccurate, delayed, or improperly tracked data—even in part—shall be the sole responsibility of the client, and Flagship Media Llc shall not be held liable for conclusions, assumptions, or outcomes arising from such deficiencies.

Asset Termination

In the case of termination following the trial period, once Flagship Media Llc revokes access to the system, it is no longer Flagship Media's responsibility to recover lost lead information, as Flagship Media will revoke the leads delivered in the pipeline. However, the client can request that Flagship Media Llc exports the leads via csv file upon termination. Please note this is a one-time request that has to be made prior to termination; as once the system is revoked, the leads are revoked and un-recoverable.

Flagship Campaign Infrastructure, Post-Termination Deletion Rights & Proprietary Asset Protection

The client expressly acknowledges and agrees that any and all advertising campaigns, ad sets, advertisements, audiences, and related assets that are created, built, configured, deployed, launched, or modified by Flagship Media Llc (or by any person, contractor, or party acting on Flagship Media Llc’s behalf or at its direction) within the client’s Meta Ads account (including Facebook, Instagram, Messenger, and Audience Network), Google Ads account, TikTok Ads account, or any other advertising platform during the course of the engagement (collectively, the “Flagship Campaign Infrastructure”) constitute the proprietary intellectual property, trade secrets, and confidential business assets of Flagship Media Llc. The Flagship Campaign Infrastructure represents the cumulative product of years of research, testing, iteration, and proprietary methodology development by Flagship Media Llc, and is not transferred, assigned, sold, or licensed to the client at any point during or after the engagement. The client acknowledges that no portion of the service fees paid under this agreement constitutes purchase, licensing, or transfer of ownership of the Flagship Campaign Infrastructure. The client’s payment under this agreement entitles the client only to the operational benefit of such infrastructure during the active engagement period, and not to any post-termination ownership, retention, replication, or continued use thereof.

For the avoidance of doubt, the Flagship Campaign Infrastructure shall further include any and all advertising campaigns, ad sets, advertisements, audiences, and related assets that are created, built, configured, deployed, launched, or modified by the client (or by any person, contractor, or party acting on the client’s behalf) during the course of any active paid engagement with Flagship Media Llc, regardless of the client’s tier or engagement model, where such campaigns, ad sets, advertisements, audiences, or assets are based upon, derived from, structured according to, or developed using Flagship Media Llc’s tools, training, frameworks, templates, methodologies, training materials, licensed systems, proprietary infrastructure, or any other intellectual property licensed, taught, shared, or made accessible to the client during the engagement. The client expressly acknowledges and agrees that the post-termination deletion rights, cooperation obligations, prohibition on continued use, and enforcement remedies set forth in this section apply uniformly and identically to all clients across all service tiers, including do-it-yourself, done-with-you, and done-for-you engagements, and regardless of whether the monthly fee paid by the client is characterized as a tool licensing fee, software access fee, training fee, management fee, maintenance fee, retainer, or any other label. Any campaign, ad set, advertisement, audience, or asset initiated, built, or operated during any paid relationship between the client and Flagship Media Llc, regardless of who performed the technical setup, must be deleted upon cessation of that paid relationship. The client’s continued right under this section to independently rebuild new campaigns after termination and after deletion has been completed shall apply uniformly across all tiers.

For the avoidance of doubt, any campaign, ad set, advertisement, audience, or asset present within the client’s advertising accounts at the time of termination, cancellation, non-renewal, or any other cessation of the working relationship is conclusively presumed to have been initiated by Flagship Media Llc and shall be treated as Flagship Campaign Infrastructure subject to deletion under this section. Any subsequent edits, renaming, audience adjustments, creative swaps, budget changes, or other modifications made to such campaigns, ad sets, advertisements, audiences, or assets by the client shall not alter, transfer, or extinguish Flagship Media Llc’s ownership rights or deletion authority. The burden of rebutting this presumption rests entirely and exclusively with the client. To overcome the presumption, the client must produce clear and contemporaneous documentary evidence demonstrating that the specific campaign, ad set, advertisement, audience, or asset in question was independently created by the client (or a third party unrelated to Flagship Media Llc) prior to Flagship Media Llc’s involvement and was never built upon, modified by, or commingled with Flagship Media Llc’s work during the engagement. In the absence of such evidence, the campaign, ad set, advertisement, audience, or asset shall be deemed Flagship Campaign Infrastructure in full.

Nothing in this section shall be construed to prevent the client from independently building, launching, or operating new advertising campaigns, ad sets, advertisements, audiences, or assets after the working relationship has terminated, provided that such new campaigns, ad sets, advertisements, audiences, and assets are created independently and after the deletion of the Flagship Campaign Infrastructure has been completed. The client expressly agrees, however, that no campaign, ad set, advertisement, audience, or asset initiated by Flagship Media Llc during the engagement may be retained, continued, repurposed, replicated, copied, modified for continued use, or handed off to any third party for continued use following termination of the working relationship, regardless of how minor or extensive any subsequent modifications may be.

Upon any termination, cancellation, non-renewal, lapse of payment, expiration of billing cycle without renewal, or any other cessation of the working relationship between Flagship Media Llc and the client, Flagship Media Llc is expressly authorized and entitled to permanently delete, deactivate, archive, or otherwise remove the entirety of the Flagship Campaign Infrastructure from the client’s advertising accounts. This deletion right applies to all platforms on which Flagship Media Llc has built or maintained Flagship Campaign Infrastructure on the client’s behalf, regardless of whether such accounts are owned by the client, the client’s affiliates, or third parties acting on the client’s behalf.

The client expressly acknowledges and agrees that Flagship Media Llc is under no obligation to provide advance notice, warning, courtesy reminder, opportunity to preserve data, opportunity to export campaign assets, opportunity to screenshot or document existing structures, or any form of pre-deletion communication prior to executing such deletion. The client further acknowledges that by executing this agreement (or by submitting payment, which constitutes acceptance pursuant to the Acceptance and Entity-Level Acceptance provisions herein), the client has been put on full and conclusive notice that post-termination deletion of the Flagship Campaign Infrastructure is automatic, expected, and contractually authorized, and that no additional verbal, written, or electronic confirmation is required from Flagship Media Llc at the time of deletion. Deletion is presumed to occur on or after the client’s next billing date following non-renewal or termination, and the client expressly waives any claim, defense, or objection based on lack of pre-deletion notice.

If the client wishes to receive any data, reports, exports, or summaries derived from the Flagship Campaign Infrastructure prior to deletion, including but not limited to performance metrics, audience insights, ad copy, or campaign-level summaries, the client must affirmatively request such information from Flagship Media Llc prior to the deletion event. Flagship Media Llc will, as a courtesy and at its sole discretion, make reasonable efforts to provide available information in a format determined by Flagship Media Llc, which may include CSV export, written summary, or other delivery method. Once deletion has been executed, no data recovery, restoration, export, or reproduction of the Flagship Campaign Infrastructure shall be available, and Flagship Media Llc shall have no obligation to recreate, reconstruct, or otherwise reproduce such infrastructure for any purpose.

The client further expressly acknowledges and agrees that once deletion of the Flagship Campaign Infrastructure has been executed, Flagship Media Llc shall be under no obligation, contractual, equitable, or otherwise, to provide, deliver, reproduce, summarize, describe, or otherwise furnish any data, reports, exports, screenshots, performance metrics, audience information, ad copy, campaign structures, or any other information relating to or derived from the deleted Flagship Campaign Infrastructure, regardless of when or how such request is made. Flagship Media Llc has no duty to preserve, retain, archive, back up, or maintain any copy, record, or reproduction of the Flagship Campaign Infrastructure following deletion, and the client expressly waives any claim, defense, or expectation that such records exist or are available for retrieval. The client expressly acknowledges that it is, and at all times has been, the client’s sole and exclusive responsibility to affirmatively request any desired data, reports, or exports prior to the termination of the working relationship and prior to the deletion event. Failure by the client to request such information before deletion conclusively forfeits any right, claim, or expectation to receive such information thereafter, and the client expressly waives any complaint, dispute, chargeback, demand, claim, or cause of action premised on Flagship Media Llc’s inability or refusal to provide post-deletion data, regardless of the reason such data is unavailable. The client agrees that Flagship Media Llc’s compliance with its own deletion rights under this section, even where such compliance results in the unavailability of data the client subsequently wishes to receive, shall never constitute negligence, breach, bad faith, failure to perform, or grounds for any form of refund, reversal, credit, or dispute.

The client expressly agrees that if the client revokes, restricts, disables, removes, or otherwise terminates Flagship Media Llc’s access to the client’s Meta Ads account, Google Ads account, TikTok Ads account, business manager account, ad account, or any other platform housing the Flagship Campaign Infrastructure prior to Flagship Media Llc’s execution of its deletion rights, the client shall be obligated to cooperate with Flagship Media Llc to ensure deletion is completed. Such cooperation shall include, at minimum, attending a scheduled video conference (Zoom or comparable platform) with Flagship Media Llc, sharing the client’s screen, opening the relevant advertising account in the presence of Flagship Media Llc personnel, and executing the deletion of the Flagship Campaign Infrastructure live and in full view of Flagship Media Llc, such that Flagship Media Llc may verify complete and permanent removal of all proprietary assets.

Failure or refusal by the client to attend such a verification session within seven (7) calendar days of Flagship Media Llc’s request, failure to share the client’s screen during such session, failure to fully execute deletion during such session, or any conduct that obstructs, delays, or frustrates Flagship Media Llc’s ability to verify deletion shall constitute a material breach of this agreement and a wrongful, bad-faith termination of the working relationship. In the event of such breach, the client expressly agrees to pay a liquidated damages fee of five thousand dollars ($5,000), which the parties acknowledge represents a fair and reasonable estimate of the harm caused by the client’s interference with Flagship Media Llc’s deletion rights, including the difficulty of quantifying actual damages stemming from continued unauthorized use of proprietary infrastructure, dilution of competitive advantage, exposure of trade secrets, and reputational harm. This liquidated damages fee is not a penalty and reflects a good-faith pre-estimation of damages that would otherwise be difficult to calculate. Flagship Media Llc is expressly authorized to charge this fee to any payment method on file pursuant to the Termination, Multiple Payment Processors, and Entity-Level Acceptance provisions of this agreement, without further consent or notice.

If Flagship Media Llc subsequently determines, through any means including but not limited to public visibility of advertisements, Meta Ad Library searches, third-party reports, client account audits, screenshots, or industry observation, that the client has continued to operate, modify, copy, replicate, repurpose, hand off to third parties, or otherwise utilize any portion of the Flagship Campaign Infrastructure following termination of the working relationship without Flagship Media Llc’s express written consent, such conduct shall constitute a separate and additional material breach of this agreement, misappropriation of trade secrets, infringement of Flagship Media Llc’s proprietary rights, and unauthorized use of confidential business assets. In such event, Flagship Media Llc reserves all rights and remedies, including but not limited to the right to pursue legal action under applicable trade secret, intellectual property, contract, and unfair competition laws; the right to seek injunctive relief; the right to recover damages, including consequential, exemplary, and punitive damages where permitted; and the right, at Flagship Media Llc’s sole discretion, to assess and bill liquidated damages reflecting the value of the misappropriated infrastructure, the duration of unauthorized use, the dilution of Flagship Media Llc’s proprietary methodology, and the reputational and competitive harm sustained. The amount of such damages shall be determined by Flagship Media Llc in its sole discretion and shall be billed to any payment method on file or pursued through legal action at Flagship Media Llc’s election, without prior consent or notice from the client. The client expressly waives any claim that such billing or legal action requires consent, given that the client’s revocation of access without coordinated deletion already constitutes the unauthorized act giving rise to such damages.

The client further acknowledges and agrees that the obligations, restrictions, and rights contained in this section, including Flagship Media Llc’s deletion rights, the client’s cooperation obligations, the prohibition on continued use of the Flagship Campaign Infrastructure, and Flagship Media Llc’s enforcement remedies, shall survive the termination, cancellation, expiration, or non-renewal of this agreement and shall remain in full force and effect indefinitely.

Ad Spend

The ad spend is to be set by the client. As expected, the more invested, the more leads generated and engagements generated. 100% of your designated ad spend goes into ads. The charge will come directly out of the credit card, debit card, or option on file for ad spend. The client is not expected to put up front the entire amount of the agreed upon ad spend. Once the ads start spending, the allocated budget will be spent throughout the month. The recommended starting budget is $1,000 per month. However, the client can set whatever budget they prefer so long as it is a minimum of $15 per day in spend. Any suggested amount below this will be ineffective with Flagship Media Llc’s systems.

Entity-Level Acceptance, Authority, Payment Attribution & Binding Effect

This agreement is entered into on a company-to-company basis and is binding upon the client entity as a whole, not upon any individual person, cardholder, signer, or representative in their personal capacity. The client expressly acknowledges and agrees that all obligations, authorizations, waivers, limitations, and restrictions contained in this agreement apply to the client business entity in its entirety, including but not limited to all owners, partners, shareholders, officers, directors, managers, employees, contractors, agents, and affiliates of the client.

Acceptance of this agreement may occur through any act of performance or conformity, including but not limited to submission of payment, execution of a signature, verbal authorization, electronic confirmation, onboarding participation, access provision, system usage, or continued receipt of services. Payment alone constitutes full acceptance of this agreement on behalf of the client entity, regardless of whether the individual submitting payment has personally reviewed, signed, or received a copy of this agreement.

The client expressly agrees that the identity of the payer is irrelevant to acceptance, enforceability, or binding effect. Any payment submitted for the purpose of delivering services to the client entity—whether paid by an owner, officer, employee, contractor, affiliate, investor, third party, or any other individual—shall be conclusively deemed payment made on behalf of the client entity and shall bind the client entity to this agreement in full. This applies regardless of whether payment is made using a business card, personal debit card, personal credit card, corporate account, third-party account, or any other payment method.

The client further expressly represents and warrants that any individual who communicates with Flagship Media Llc, submits payment, signs documentation, authorizes services, or participates in onboarding does so with actual or apparent authority to bind the client entity. Flagship Media Llc shall have no obligation to verify internal ownership structures, internal authorization hierarchies, shareholder consent, partnership approvals, or internal company governance. Any internal dispute regarding authority, consent, or approval among the client’s owners, partners, or personnel shall not affect the enforceability of this agreement and shall be resolved solely within the client entity without involving Flagship Media Llc.

The client expressly waives any claim, defense, or argument that this agreement is unenforceable, inapplicable, or non-binding on the basis that the individual who submitted payment did not sign the agreement, that the individual who signed did not submit payment, that a payment was made by a third party, or that an owner, officer, or executive did not personally review, approve, or consent to the agreement. The client acknowledges that Flagship Media Llc is not required to present this agreement to any specific individual, owner, or executive for acceptance to be valid.

For the avoidance of doubt, the client expressly agrees that acceptance by any representative binds the entire client/company entity, and everybody associated with the company entity; that payment, signature, or conformity by any one individual is legally sufficient to bind the client entity and all associated persons to the full terms of this agreement. The client further acknowledges that this agreement reflects Flagship Media Llc’s standard operating policies, and that submission of payment constitutes acceptance of those policies whether or not the agreement was reviewed prior to payment.

Unconscionability

To the maximum extent permitted by applicable law, the parties acknowledge and agree that this agreement reflects a commercially reasonable and negotiated allocation of risk between sophisticated business entities, was entered into voluntarily and with the opportunity to review, and shall not be deemed unconscionable, unenforceable, or invalid solely because it limits remedies, allocates discretion, or results in terms more favorable to one party under certain circumstances.

Force Majeure

Flagship Media Llc shall not be liable for any failure or delay in performance arising from events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, governmental actions, regulatory changes, platform outages, advertising account suspensions, carrier or network failures, payment processor disruptions, software or infrastructure outages, third-party service interruptions (including but not limited to Meta, Google, Twilio, Stripe, or similar providers), or any other event outside Flagship Media Llc’s reasonable control. Such events shall not constitute a breach of this agreement, shall not excuse the client’s payment obligations, and shall not give rise to any right of refund, credit, or termination beyond what is expressly provided herein.

Good Faith & Commercial Reasonableness

Flagship Media Llc shall exercise its rights, discretion, and authority under this agreement in good faith and in a commercially reasonable manner consistent with industry practices, provided that nothing in this section shall limit Flagship Media Llc’s sole discretion, contractual authority, or rights expressly granted elsewhere in this agreement.

Class Action Waiver, Mass Arbitration Prohibition & Individual Claims Only

To the maximum extent permitted by applicable law, the client and Flagship Media Llc each expressly agree that any dispute, claim, controversy, action, or proceeding arising out of or relating to this agreement, the services provided, or any transaction between the parties shall be brought, litigated, and resolved solely on an individual basis, and not as a plaintiff or class member in any purported class action, collective action, representative action, consolidated action, or mass action. The client expressly waives any right to participate in, initiate, support, or maintain any class action, collective action, representative action, consolidated action, or mass action against Flagship Media Llc, whether in court, in arbitration, before any administrative body, or in any other forum.

The client further expressly waives any right to coordinate, group, batch, or consolidate the client’s individual claim with any other person’s individual claim against Flagship Media Llc, including but not limited to mass arbitration filings, coordinated arbitration proceedings, sequential or parallel arbitration filings against Flagship Media Llc by multiple claimants represented by common counsel, or any other strategy designed to aggregate individual claims for the purpose of imposing aggregate arbitration fees, settlement pressure, or coordinated proceedings on Flagship Media Llc. Any attempt by the client to participate in mass arbitration, coordinated arbitration, or any similar coordinated dispute strategy shall constitute a material breach of this agreement and shall entitle Flagship Media Llc to seek immediate injunctive relief to prevent such participation, in addition to all other available remedies. If any portion of this class action waiver or mass arbitration prohibition is found to be unenforceable, the unenforceable portion shall be severed and the remainder shall be enforced to the maximum extent permitted by applicable law.

Notice & Communication, Support Requests & Cancellation Procedure

All formal notices, legal communications, cancellation requests, termination requests, dispute communications, and any other formal correspondence from the client to Flagship Media Llc shall be delivered in writing to [email protected], or to such other address as Flagship Media Llc may designate from time to time. Notices delivered to any other email address, social media account, in-person communication, telephone communication, text message, or other channel shall not constitute valid notice under this agreement and shall not be effective for any contractual or legal purpose.

The client expressly acknowledges and agrees that Flagship Media Llc processes support requests, notices, cancellation requests, and similar communications in the ordinary course of business, and that review, processing, and response to such communications may take several business days, weeks, or longer depending on volume, complexity, and operational priorities. The client expressly waives any claim, defense, or argument that delayed review, delayed response, or delayed processing of any communication by Flagship Media Llc constitutes breach, negligence, failure to perform, or grounds for refund or dispute. The client is solely responsible for submitting any time-sensitive notice (including but not limited to cancellation requests intended to prevent the next renewal charge) sufficiently in advance to allow for ordinary processing timelines, and Flagship Media Llc shall not be liable for any consequence of late submission, processing delays, or missed deadlines arising from the client’s failure to submit notices with adequate lead time. Flagship Media Llc may deliver notices, communications, billing alerts, terms updates, or any other communication to the client through any reasonable means, including but not limited to email to the address on file, account dashboard messages, in-app notifications, or postings on the Flagship Media Llc website. The client is responsible for maintaining accurate contact information on file and for monitoring the channels through which Flagship Media Llc delivers communications.

Privacy, Data Handling & Privacy Policy

Flagship Media Llc’s collection, use, storage, and disclosure of the client’s personal information, business information, and account data is governed by Flagship Media Llc’s Privacy Policy, which is incorporated into this agreement by reference and made available on the Flagship Media Llc website. The client expressly acknowledges and agrees to be bound by the Privacy Policy as it may exist from time to time, and acknowledges that continued use of Flagship Media Llc’s services following any update to the Privacy Policy constitutes acceptance of the updated Privacy Policy. To the extent applicable law grants the client any rights with respect to personal information held by Flagship Media Llc, the client may exercise such rights by submitting a written request to [email protected], and Flagship Media Llc shall respond within the timeframes required by applicable law. Flagship Media Llc may collect, retain, and use anonymized, aggregated, or de-identified data derived from the client’s use of services for product improvement, analytics, training, system optimization, and similar internal business purposes.

Third-Party Recipients, Indemnification & Leak Protection

The client expressly acknowledges and agrees that the confidentiality obligations, intellectual property protections, and proprietary asset restrictions set forth in this agreement extend to and bind any third party who receives, accesses, views, or comes into possession of Flagship Media Llc’s proprietary materials, trade secrets, Flagship Campaign Infrastructure, system access, or any other confidential or proprietary information, in whole or in part, through the client or through any breach of this agreement by the client. Any third party who knowingly receives, accesses, or uses any portion of Flagship Media Llc’s proprietary materials following misappropriation by the client shall be deemed to have notice of and shall be bound by the same restrictions, and Flagship Media Llc is an intended third-party beneficiary of these restrictions as applied to such third parties and shall have direct standing to enforce these restrictions against any such third party.

The client further expressly agrees to indemnify, defend, and hold harmless Flagship Media Llc from and against any and all claims, losses, damages, costs, expenses, and reasonable attorneys’ fees arising from or relating to: (a) any misappropriation, leak, distribution, sharing, or unauthorized disclosure of Flagship Media Llc’s proprietary materials, trade secrets, or Flagship Campaign Infrastructure by the client or by any person or entity who obtained such materials through the client; (b) any breach by the client of confidentiality obligations or intellectual property restrictions set forth in this agreement; (c) any cost incurred by Flagship Media Llc in pursuing third parties who misappropriated proprietary materials through the client, including investigation costs, legal fees, takedown costs, and litigation costs; and (d) any reputational, competitive, or financial harm sustained by Flagship Media Llc as a result of such misappropriation. The client’s indemnification obligation under this section is in addition to, and not in lieu of, any other remedy available to Flagship Media Llc under this agreement or applicable law, and shall survive the termination, cancellation, expiration, or non-renewal of this agreement.

Promotional Offers, Trial Pricing & Special Terms

Flagship Media Llc may, from time to time and at its sole discretion, offer promotional pricing, introductory pricing, discounted pricing, trial pricing, money-back guarantees, free trials, satisfaction guarantees, refund offers, or other special offers in connection with services (collectively, “Promotional Offers”). Any Promotional Offer is governed by the specific terms of that offer as presented to the client at the time of purchase, including any duration limits, eligibility requirements, refund mechanics, claim procedures, and any other conditions specific to the Promotional Offer. The specific terms of any Promotional Offer are exceptions to (and not modifications of) this agreement, and apply only to the specific Promotional Offer in question. Except to the extent expressly provided in the specific terms of an applicable Promotional Offer, all other provisions of this agreement govern the client’s relationship with Flagship Media Llc, including all no-refund, no-dispute, no-chargeback, and recovery provisions. The existence of a Promotional Offer does not modify, waive, or limit any other provision of this agreement not specifically addressed by the Promotional Offer’s terms.

Fraud Verification & Suspected Unauthorized Use

Flagship Media Llc reserves the right, exercisable at its sole discretion, to require additional identity verification, business verification, or know-your-customer (“KYC”) verification from the client at any time when Flagship Media Llc has reasonable suspicion of fraud, unauthorized payment method use, identity misrepresentation, stolen card use, account takeover, or any other improper or unlawful access to services. Such verification may include, without limitation, requests for government-issued photo identification, business registration documentation, EIN, formation documents, proof of payment method ownership, live video verification, or any other reasonable form of verification. Pending completion of any requested verification, Flagship Media Llc may, at its sole discretion, suspend, restrict, or revoke the client’s access to services in whole or in part. In the event Flagship Media Llc determines, at its sole discretion, that any aspect of the client’s purchase, payment, identity, or access involves fraud, unauthorized use, or impropriety, Flagship Media Llc may immediately and permanently revoke access, terminate services, retain all amounts paid as compensation for delivered services and incurred costs, retain all delivered proprietary materials as the property of Flagship Media Llc, pursue all available legal and equitable remedies, and report such fraud to applicable law enforcement, payment processors, and fraud prevention databases.

Universal Document Family, Cross-Incorporation & Mutual Acceptance

The client expressly acknowledges and agrees that this agreement, the Flagship Media Llc DIY Terms and Conditions, the Flagship Media Llc Privacy Policy, and any other policy, agreement, terms of service, or operating document that Flagship Media Llc may publish, maintain, or designate from time to time (collectively, the “Flagship Operating Documents”) together constitute a unified body of company policy and operating procedure governing every aspect of the client’s relationship with Flagship Media Llc. The Flagship Operating Documents are incorporated into one another by reference and shall be read, interpreted, and enforced as a single coordinated whole.

The client expressly acknowledges and agrees that acceptance of, exposure to, or being subjected to any one of the Flagship Operating Documents constitutes acceptance of and being subjected to all of the Flagship Operating Documents in their entirety. Without limitation, by submitting payment in any amount to Flagship Media Llc, by accessing any Flagship Media Llc product, service, tier, platform, community, training material, or system in any form or fashion, by accepting any one of the Flagship Operating Documents, by checking any acknowledgment box, by communicating with Flagship Media Llc, or by otherwise initiating any relationship with Flagship Media Llc, the client conclusively accepts and is fully bound by all of the Flagship Operating Documents simultaneously, regardless of which document the client encountered, reviewed, acknowledged, or accepted.

The client expressly waives any claim, defense, or argument that any individual Flagship Operating Document is unenforceable, inapplicable, or non-binding on the basis that the client did not see, read, review, acknowledge, accept, or have notice of that specific document or any other Flagship Operating Document. The client expressly acknowledges and agrees that the binding effect of the Flagship Operating Documents is collective and mutually reinforcing, that knowledge or non-knowledge of any individual Flagship Operating Document is irrelevant to the binding effect of all of them, and that Flagship Media Llc is under no obligation to deliver, present, transmit, share, or call attention to any individual Flagship Operating Document at any time. The Flagship Operating Documents are made available on the Flagship Media Llc website and through Flagship Media Llc’s checkout, account, and platform systems, and the client’s responsibility is to review them at the client’s own initiative.

The client further expressly acknowledges and agrees that exercising any right, privilege, request, or claim under any individual Flagship Operating Document, including but not limited to exercising any privacy right under the Privacy Policy (such as requesting access to, correction of, or deletion of personal information), submitting any request under the Notice & Communication provisions, exercising any cancellation right, or otherwise interacting with any Flagship Operating Document, constitutes acknowledgment of and continuing acceptance of all Flagship Operating Documents in their entirety. The client expressly waives any claim, defense, or argument that exercising rights under one Flagship Operating Document somehow excludes the client from being bound by, or limits the application of, the other Flagship Operating Documents.

In the event of any conflict, inconsistency, or ambiguity among the Flagship Operating Documents, the order of precedence shall be: (i) this Service Agreement (for clients engaged in done-for-you, done-with-you, or other managed-services tiers); (ii) the Flagship Media Llc DIY Terms and Conditions (for clients engaged in do-it-yourself tiers); and (iii) the Flagship Media Llc Privacy Policy. To the extent two documents both apply to a given client, the document specifically applicable to the client’s tier shall control over the more general document. To the extent a conflict cannot be resolved through this order of precedence, Flagship Media Llc retains the sole and exclusive discretion to determine which provision governs.

Flagship Media Llc may add, amend, replace, modify, or retire any Flagship Operating Document at any time, with such changes becoming effective upon publication to the Flagship Media Llc website or through delivery via account dashboard, email, in-app notification, or any other reasonable means. Continued use of, payment for, or interaction with any Flagship Media Llc product, service, or platform following any such change constitutes acceptance of the updated Flagship Operating Documents. The most current version of each Flagship Operating Document, as published on the Flagship Media Llc website, governs the client’s relationship with Flagship Media Llc.

Acceptance

Your signature indicates acceptance of this proposal and the terms and conditions herein. Your initial payment (if applicable) per the terms above will also represent acceptance of this proposal. Once this proposal is signed, we will exchange access to required assets as soon as possible and the work term begins. Any payment made to Flagship Media Llc—whether a deposit, partial payment, or full payment—shall be deemed and treated as the client’s signature, acceptance, and full agreement to all terms, policies, and conditions contained within this service agreement. These terms are standard Flagship Media Llc company policy, and by submitting any amount of payment, including as little as one dollar, the client acknowledges and agrees to abide by these policies in full. It is the sole responsibility of the client to review, research, request, or inquire about Flagship Media Llc’s terms, policies, or service agreement prior to or after making any payment. Flagship Media Llc is not obligated to proactively send this agreement to the client if payment has already been made, as payment itself constitutes acceptance, as Flagship Media considers payment an initiation into operating procedure, and this agreement and all clauses within default as Flagship Media’s company policy and operating policy. If you pay Flagship Media, you now enter an operation with them, and therefore are in alignment with operation policy, this agreement and terms within, double as operation policy. Additionally it is the paying clients obligation to share these terms and clauses with any associated members, entities, or partners. It is not Flagship Media's responsibility to make sure all associates of the client are familiar with these terms, it is the clients responsibility to do so. Once payment has been submitted, these terms are automatically assumed, binding, and enforceable, and the need for a physical signature or additional delivery of this contract is waived and nullified due to established working operations and company policy.