Master Services Agreement

// 01_SCOPE_OF_OPERATIONS

GS Advertising Solutions LLC acts as a specialized vendor for technical media administration. Services are strictly limited to:

• Algorithmic management of advertising accounts (Meta, Google, YouTube).
• Consulting on funnel architecture and lead acquisition strategy.
• Deployment of proprietary launch frameworks.

The Service Provider acts as an independent contractor, not an employee, agent, or joint venture partner of the Client.

// 02_CLIENT_OBLIGATIONS

To ensure operational velocity, the Client agrees to:

• Provide administrative access to all necessary ad accounts, analytics platforms, and creative assets within 48 hours of onboarding.
• Maintain functional backend sales infrastructure (CRMs, checkout pages).
• Bear sole responsibility for the legality of the offer, product claims, and compliance with local consumer laws.

// 03_CAPITAL_&_FEES

3.1 Direct Media Costs: The Client is solely responsible for all media costs payable to third-party advertising platforms. GS Advertising Solutions LLC does not front capital for ad spend.

3.2 Payment Terms: Service fees are due Net-15 from the invoice date. Late payments shall incur a mandatory interest charge of 5% per month, compounded monthly.

3.3 Service Suspension: In the event of payment delinquency exceeding 7 days, the Service Provider reserves the right to immediately pause all advertising campaigns and withhold data access until the balance is cleared.

// 04_DISCLAIMER_OF_PERFORMANCE

The Service Provider executes campaigns based on data-driven methodologies; however, specific metrics (ROAS, CPA, Leads) are contingent on market volatility.

NO GUARANTEES: GS Advertising Solutions LLC makes no warranty, express or implied, regarding specific revenue generation. Past performance metrics cited on this domain are not indicative of future results for new offers.

// 05_INDEMNIFICATION_PROTOCOL

The Client agrees to indemnify, defend, and hold harmless GS Advertising Solutions LLC, its officers, and contractors from any claims, damages, legal fees, or liabilities arising from:

• Content, creative assets, or products provided by the Client.
• Allegations of false advertising or trademark infringement regarding the Client's offer.
• Data breaches occurring on the Client’s owned infrastructure.

// 06_NON_SOLICITATION_COVENANT

The Client acknowledges that GS Advertising Solutions LLC invests significant capital in training its media buyers and strategists.

During the term of this Agreement and for a period of twenty-four (24) months thereafter, the Client agrees not to solicit, recruit, hire, or otherwise engage any employee or contractor of the Service Provider. Violation of this clause shall result in a placement fee equal to 100% of the employee’s annual compensation.

// 07_TERMINATION_&_EXIT

7.1 Notice Period: Either party may terminate this agreement without cause upon providing thirty (30) days written notice.

7.2 Early Termination: In the event of termination by the Client prior to the completion of a contracted Launch Event or minimum term, the Client shall be liable for all outstanding fees plus a cancellation fee equal to 50% of the remaining contract value.

// 08_INTELLECTUAL_PROPERTY

Client IP: The Client retains ownership of their brand assets and product content.

Provider IP: GS Advertising Solutions LLC retains exclusive ownership of proprietary advertising frameworks, audience data modeling techniques, and campaign structural templates used during the engagement.

// 09_GOVERNING_LAW

This Agreement shall be governed by the laws of the jurisdiction in which GS Advertising Solutions LLC is registered, without regard to its conflict of law provisions.