These Standard Service Terms (“Terms”) govern audits, marketing services, consulting, Growth Plan execution, and related services provided by Jennifer Samalis, d/b/a Adamalis Marketing Agency (“Adamalis,” “we,” “us,” or “our”) to the individual or business requesting or purchasing services (“Client,” “you,” or “your”).

These Terms may be incorporated into a Business & Marketing Audit, Growth Plan, proposal, order form, statement of work, checkout page, electronic acceptance flow, or other service document (each, a “Service Document”).

When a Service Document applies, that Service Document and these Terms together form the agreement between Adamalis and Client (the “Agreement”).

By electronically signing, checking an acceptance box, clicking a button indicating acceptance, paying an invoice that references these Terms, or otherwise expressly accepting electronically, Client agrees to these Terms.

COMPLIMENTARY BUSINESS & MARKETING AUDITS

Adamalis Marketing may provide complimentary Business & Marketing Audits to qualifying local and home-service businesses.

A complimentary audit may review matters such as:

website performance;

Google visibility;

SEO and AEO visibility;

advertising;

reviews and reputation;

competitors;

lead flow;

tracking;

CRM and follow-up;

online presence;

other marketing or business-growth factors.

Adamalis Marketing may use software, artificial intelligence, automated scanning tools, analytics, publicly available information, third-party data sources, and information supplied by Client in preparing an audit.

An audit reflects Adamalis Marketing's assessment based on the information reasonably available at the time.

Audits are intended to identify potential opportunities, concerns, and recommended priorities. They do not constitute a guarantee that any recommendation will produce a particular outcome.

A complimentary audit does not obligate Client to purchase services from Adamalis Marketing.

PAID AUDITS

Certain audits, including comprehensive e-commerce audits or other specialized engagements, may require payment.

Where an audit is paid, the applicable Service Document will state the fee, scope, deliverables, and any other specific terms.

Unless otherwise stated, payment for a paid audit is due before work begins.

Paid audit fees are non-refundable once substantive work has commenced, except where required by law or expressly agreed otherwise in writing.

GROWTH PLANS & EXECUTION

Following an audit, Adamalis Marketing may provide Client with a recommended Growth Plan.

A Growth Plan may identify:

recommended services;

monthly fees;

advertising budgets;

third-party costs;

priorities;

implementation timing;

initial commitment period;

other commercial terms.

Client is not required to execute the Growth Plan.

If Client elects to proceed, the Growth Plan becomes the applicable Service Document and is incorporated into these Terms.

The Growth Plan defines what Client is purchasing. These Terms define the legal conditions governing those services.

No separate custom contract is required unless Adamalis Marketing determines that a particular engagement warrants additional or different written terms.

SCOPE OF SERVICES

Adamalis will perform only the services identified in the applicable Service Document.

Services may include, depending on the engagement:

Google Ads;

Meta Ads;

SEO;

AEO;

website and landing-page work;

CRM setup and management;

email marketing;

SMS and automations;

tracking and analytics;

conversion optimization;

advertising strategy;

consulting;

audits;

creative work;

related marketing services.

Any material addition or change to scope may require additional fees, revised timelines, or an updated Service Document.

INITIAL TERM

If a Growth Plan or other Service Document specifies an initial commitment period, including a 4-month or 6-month initial term, Client agrees to remain responsible for the agreed service fees through the end of that term.

Giving notice of cancellation during the initial term does not shorten the commitment.

After the initial term expires, services will continue month-to-month unless the applicable Service Document states otherwise.

CANCELLATION

After completion of any required initial commitment, either party may terminate ongoing month-to-month services by providing at least 30 days’ written notice.

Notice may be provided by email unless the Agreement states otherwise.

Client remains responsible for:

all fees through the effective termination date;

outstanding invoices;

approved third-party costs;

media spend;

other amounts incurred before termination.

Termination does not eliminate payment obligations already accrued.

FEES AND PAYMENT

The fees Client owes are those stated in the applicable Service Document.

Unless otherwise stated:

the first payment is due before services begin;

recurring fees are due monthly in advance thereafter;

advertising spend is separate from Adamalis’s service fee;

third-party software, subscriptions, domains, hosting, media spend, and vendor charges are separate unless specifically identified as included.

Client agrees to maintain valid payment information where recurring payment arrangements apply.

LATE OR UNPAID INVOICES

Adamalis may suspend work if an invoice is late or unpaid.

Suspension may include:

campaign management;

website work;

deliverables;

reporting;

CRM work;

creative work;

other services.

Adamalis will not be considered in breach because work is suspended for nonpayment.

Any deadlines affected by nonpayment will automatically be extended.

Client remains responsible for all fees and approved costs otherwise due under the Agreement.

CLIENT RESPONSIBILITIES

Client agrees to provide Adamalis with all information, access, approvals, materials, and cooperation reasonably necessary to perform the services.

This may include:

account logins and permissions;

advertising access;

analytics access;

CRM access;

website access;

brand assets;

business information;

pricing and offer information;

approvals;

payment methods;

timely responses;

legal or regulatory approvals applicable to Client’s business.

Client represents that information supplied to Adamalis is accurate and that Client has the right to provide it.

If Client delays in supplying information, approvals, access, payment, or decisions, Adamalis’s work will be delayed accordingly.

Adamalis is not responsible for delays or resulting performance issues caused by Client.

CLIENT RESPONSIBILITY FOR CLAIMS AND COMPLIANCE

Client is responsible for the accuracy and legality of claims concerning Client’s business.

This includes claims involving:

pricing;

warranties;

licensing;

guarantees;

credentials;

testimonials;

health or medical statements;

financial statements;

product claims;

service claims;

promotions;

other representations concerning Client’s business.

Adamalis may reasonably rely on information supplied or approved by Client.

Client is responsible for compliance with laws, regulations, licenses, platform policies, industry requirements, and contractual obligations applicable to Client’s business.

NO GUARANTEE OF RESULTS

Without limitation, Adamalis does not guarantee:

leads;

lead quality;

customers;

appointments;

sales;

revenue;

profitability;

return on advertising spend;

cost per lead;

cost per acquisition;

conversion rates;

website traffic;

Google rankings;

SEO rankings;

AI or answer-engine visibility;

impressions;

clicks;

advertising approvals;

account approvals;

platform availability;

timelines;

market share;

business growth;

any other advertising, marketing, financial, or business result.

Marketing performance depends upon numerous factors outside Adamalis’s control, including competition, market conditions, budget, seasonality, pricing, Client’s offer, Client’s website, Client’s reputation, Client’s staff responsiveness, sales processes, platform algorithms, and consumer behavior.

Any case studies, forecasts, estimates, benchmarks, examples, projections, or historical results are provided for informational purposes only and are not promises of future performance.

ADVERTISING SPEND

Client is responsible for advertising spend charged by advertising platforms unless expressly agreed otherwise.

Platform advertising charges are separate from Adamalis’s management fees.

Adamalis may recommend changes to advertising budgets based on performance or strategy.

Material changes requiring additional Client spending will require Client authorization unless Client has previously authorized Adamalis to manage spending within an agreed range.

Advertising platforms may exceed or underspend daily targets according to their own pacing and billing systems.

Adamalis is not responsible for platform-controlled billing practices outside its reasonable control.

THIRD-PARTY PLATFORMS

Adamalis may use or interact with platforms and providers including:

Google;

Meta;

Facebook;

Instagram;

LinkedIn;

YouTube;

GoHighLevel;

Stripe;

hosting providers;

domain providers;

analytics services;

email providers;

SMS providers;

AI tools;

other third-party software and services.

Adamalis does not control these third parties.

Adamalis is not responsible for:

outages;

algorithm changes;

platform-policy changes;

rejected advertisements;

account suspensions;

account restrictions;

lost platform access;

API changes;

feature removal;

media-cost increases;

tracking changes;

attribution changes;

vendor failures;

data loss caused by third parties;

third-party security incidents;

billing errors caused by platforms;

other acts or omissions outside Adamalis’s reasonable control.

Adamalis may assist Client in responding to these issues but does not guarantee resolution.

OWNERSHIP OF CLIENT MATERIALS

Client retains ownership of all materials supplied by Client, including:

logos;

trademarks;

photographs;

videos;

business data;

existing website materials;

account information;

other Client-owned content.

OWNERSHIP OF DELIVERABLES

Once Client has paid all amounts due for the applicable work, Client owns final deliverables created specifically for Client, including, where applicable:

custom advertisements;

client-specific copy;

custom graphics;

websites;

landing pages;

reports;

client-specific strategy documents;

other completed deliverables created specifically for Client.

ADAMALIS PRE-EXISTING MATERIALS

Adamalis retains ownership of its pre-existing or independently developed:

methods;

frameworks;

templates;

workflows;

systems;

tools;

know-how;

software configurations;

processes;

techniques;

general marketing expertise;

reusable concepts.

Client ownership of final deliverables does not transfer ownership of Adamalis’s general business methods or pre-existing materials.

Where an Adamalis-owned element is incorporated into a final paid deliverable and is reasonably necessary for Client to use that deliverable, Client receives a perpetual, non-exclusive license to use that element as incorporated into the deliverable.

CLIENT ACCOUNTS

Whenever reasonably practicable, Client should own or control its own:

advertising accounts;

website accounts;

domains;

analytics properties;

CRM accounts;

business listings;

other core business systems.

Adamalis may receive administrative access for purposes of performing services.

Following termination and payment of all outstanding amounts, Adamalis will reasonably cooperate in removing its access or returning control of Client-owned assets.

CONFIDENTIALITY

Both parties agree to protect non-public confidential information received from the other.

Confidential information may include:

business plans;

pricing;

customer information;

financial information;

marketing strategies;

account credentials;

proprietary information;

other non-public business information.

Each party will use confidential information only as reasonably necessary to perform or receive services, administer the relationship, comply with law, or enforce the Agreement.

Confidential information does not include information that is publicly available through no breach of the Agreement, independently developed, or lawfully received from another source without a confidentiality obligation.

CLIENT DATA AND PRIVACY

Client represents that it has the legal right to provide Adamalis with any customer, prospect, lead, employee, CRM, advertising, or other data supplied in connection with the services.

Client remains responsible for its own:

privacy notices;

data collection practices;

email permissions;

SMS consent;

customer disclosures;

compliance obligations.

Client agrees to notify Adamalis before providing information that is subject to special regulatory requirements or heightened privacy obligations.

PORTFOLIO AND CASE STUDIES

Unless Client opts out in writing, Client authorizes Adamalis to use Client’s:

name;

logo;

publicly available materials;

non-confidential examples of completed work;

campaign examples;

screenshots;

performance results;

for Adamalis’s portfolio, case studies, educational materials, awards submissions, website, social media, and promotional purposes.

Adamalis will not intentionally disclose Client confidential information.

Client may opt out of future use by providing written notice.

INDEMNIFICATION

To the maximum extent permitted by law, Client agrees to defend, indemnify, and hold harmless Jennifer Samalis d/b/a Adamalis Marketing Agency from third-party claims, losses, liabilities, damages, judgments, settlements, penalties, and reasonable legal costs arising from or relating to:

Client’s products or services;

Client’s business operations;

materials provided by Client;

instructions provided by Client;

inaccurate or misleading information supplied by Client;

advertising or business claims approved by Client;

intellectual-property violations arising from Client-provided materials;

Client’s violation of law or regulation;

Client’s privacy or customer-data practices;

email or SMS practices;

Client’s unauthorized use of third-party materials.

This obligation does not apply to the extent a claim is finally determined to have resulted directly from Adamalis’s intentional misconduct or liability that applicable law does not permit to be transferred.

LIMITATION OF LIABILITY

To the maximum extent permitted by law, the total aggregate liability of Jennifer Samalis d/b/a Adamalis Marketing Agency arising from or relating to the Agreement or services will not exceed the service fees actually paid to Adamalis during the three months immediately preceding the event giving rise to the claim.

Adamalis will not be liable for:

lost profits;

lost revenue;

lost sales;

lost customers;

lost opportunities;

loss of goodwill;

reputational harm;

indirect damages;

consequential damages;

incidental damages;

special damages;

exemplary damages;

punitive damages.

These limitations apply regardless of whether a claim is characterized as contract, negligence, tort, statutory claim, or another legal theory, to the maximum extent permitted by law.

Nothing in these Terms limits liability that applicable law prohibits a party from limiting.

SUSPENSION

Adamalis may suspend services if:

Client fails to pay amounts when due;

Client fails to provide necessary information or access;

Client requests activity Adamalis reasonably believes is unlawful;

Client requests activity that violates platform policies;

continued work creates a material legal, security, operational, or reputational risk.

A Client-caused suspension does not relieve Client of payment obligations.

TERMINATION FOR CAUSE

Either party may terminate the Agreement if the other materially breaches it and fails to cure the breach within a reasonable period following written notice.

Adamalis may terminate immediately for:

fraud;

unlawful conduct;

abusive or threatening conduct;

repeated nonpayment;

misuse of Adamalis systems or materials;

conduct presenting substantial legal or reputational risk;

instructions Adamalis reasonably believes would violate applicable law or platform policy.

EFFECT OF TERMINATION

Upon termination:

Adamalis may stop performing services;

outstanding amounts become due;

Client remains responsible for approved third-party costs;

Client remains responsible for amounts owed through the applicable termination date or committed initial term;

Adamalis will reasonably cooperate in transferring Client-owned assets after outstanding amounts are paid.

Sections concerning payment, ownership, confidentiality, indemnification, limitation of liability, and dispute resolution survive termination.

INDEPENDENT CONTRACTOR

Adamalis provides services to Client as an independent contractor and not as an employee, partner, joint venturer, agent, or representative of Client. Nothing in this Agreement creates an employment relationship between Client and Adamalis or Jennifer Samalis. Adamalis remains responsible for its own business operations, taxes, insurance, personnel, and methods of performing the Services, subject to the agreed scope and Client’s reasonable requirements.

FORCE MAJEURE

Adamalis will not be liable for delays or failure to perform caused by circumstances outside reasonable control, including:

natural disasters;

severe weather;

war;

terrorism;

civil unrest;

internet outages;

utility failures;

cybersecurity incidents;

governmental actions;

epidemics or pandemics;

platform outages;

vendor failures;

similar events outside reasonable control.

Client remains responsible for payment for services already provided and approved third-party costs already incurred.

MASSACHUSETTS LAW

The Agreement is governed by the laws of the Commonwealth of Massachusetts, regardless of Client’s location, to the maximum extent permitted by applicable law.

Massachusetts prohibits unfair or deceptive acts or practices in trade or commerce, so these Terms do not purport to waive rights that applicable law does not permit the parties to waive.

DISPUTE RESOLUTION

The parties agree first to make a good-faith effort to resolve disputes directly.

If a dispute cannot be resolved informally, either party may request non-binding mediation in Massachusetts.

Unless otherwise required by applicable law or agreed in writing, any lawsuit arising out of or relating to the Agreement will be brought in the state or federal courts located in the Commonwealth of Massachusetts.

Client consents to jurisdiction in those courts.

ELECTRONIC ACCEPTANCE

Client and Adamalis agree to conduct transactions electronically.

Electronic signatures, acceptance checkboxes, authenticated acceptance buttons, payment following electronic presentation of terms, and other electronic records may be used to establish agreement.

Massachusetts law provides that electronic contracts and signatures may not be denied legal effect solely because they are electronic.

Where these Terms are provided electronically, Adamalis will make them available in a form Client can reasonably retain, download, print, or store.

NOTICES

Formal notices under the Agreement must be provided in writing.

Notices to Adamalis may be sent to:

Jennifer Samalis d/b/a Adamalis Marketing Agency
867 Boylston Street, Suite 500
Boston, MA 02116
Email: [email protected]

Notices to Client may be sent to the email or business address provided by Client.

ASSIGNMENT

Client may not assign the Agreement without Adamalis’s prior written consent, except as part of a bona fide sale of substantially all of Client’s business or assets where the successor assumes Client’s obligations.

Adamalis may assign the Agreement in connection with the sale, transfer, restructuring, or succession of the business.

AMENDMENTS

Changes to scope, fees, initial term, or other material commercial terms must be agreed to in writing or electronically.

Adamalis may revise these Standard Service Terms prospectively.

Material revisions will not retroactively change an existing committed engagement unless agreed by the parties or required by law.

SEVERABILITY

If any provision is determined to be invalid or unenforceable, it will be limited or modified to the minimum extent necessary where legally permissible.

The remaining provisions will remain effective.

NO WAIVER

A party’s failure to enforce a provision does not waive its right to enforce that provision later.

ENTIRE AGREEMENT

The complete Agreement consists of:

the applicable Audit, Growth Plan, Proposal, Order Form, Statement of Work, or other Service Document;

these Standard Service Terms;

any written or electronically accepted amendment.

These documents supersede prior discussions or representations concerning the same services.

CONTACT

Jennifer Samalis d/b/a Adamalis Marketing Agency
867 Boylston Street, Suite 500
Boston, MA 02116
Email: [email protected]