Terms & Conditions

RPM: Revenue Performance Marketing

Effective Date: February 1, 2026

Introduction

Welcome to Revenue Performance Marketing (RPM) (“Company,” “we,” “our,” or “us”). By engaging with our services, you (“Client” or “you”) agree to the following Terms & Conditions (“Terms”). These Terms, together with any applicable Statement of Work, Insertion Order(s), Service Agreement, and/or Product Addendum(s) (collectively the “Agreement”), describe the terms and conditions under which you may receive and access services of Company. You agree to be bound by these Terms and the Agreement(s). Company may modify these Terms and the Agreement(s) from time to time. Continued use of Company’s services after notification of any update, without written objection within five (5) business days, will constitute acceptance of such Terms and Agreement. Company and Client may be referred to hereinafter collectively as the “Parties” and individually as a “Party”. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties expressly agree as follows:

This Agreement is made between the organization or individual contracting for digital advertising services (hereinafter called “CLIENT”) and Revenue Performance Marketing, LLC (hereinafter called “Company”), and shall be governed by the following Terms and Conditions. This contract binds the party on whose behalf CLIENT is purchasing services (hereinafter called “Advertiser”). When no third-party representative is involved, all references to CLIENT refer to Advertiser, provided no agency commission shall be paid directly to Advertiser.

Definitions

1. Ad: Any creative advertisement (in any form, including without limitation, display, audio, video, email, TV, or internet) that is targeted to an end-user through the Services.
2. Applicable Law: Any applicable federal, state of Arizona law, and foreign laws or regulations, or any industry self-regulatory rules or guidelines (including, but not limited to, the Interactive Advertising Bureau Guidelines, Standards & Best Practices, the NAI Code of Conduct, the DAA Self-Regulatory Principles for Online Behavioral Advertising, the General Data Protection Regulation (EU) 2016/679) that relate to a party’s obligations under this Agreement.
3. Brand Assets: All logos, advertisements, background images, trademarks, fonts, hex codes, images, graphics, text, audio, video files, product feeds, ad copy (including for use in email campaigns), and other content in any media and format provided by or on behalf of Client or obtained by Company on behalf of Client for use with the Services.
4. Client Content: Any data, information, media, graphics, images, text, and other materials that the Client provides, uploads, submits, or otherwise makes available to the Company in the course of receiving the Services. This can include, but is not limited to, ad creatives, campaign specifications, targeting parameters, and any other content used in the creation, execution, and management of advertising campaigns. Client Content does not include any data or information that is generated by the Service itself (including but not limited to Service Data) or collected from users who interact with the Client’s Ads.
5. Client Data: Any and all information, data, materials, works, expressions, or other content that are provided or made available by or on behalf of Client in connection with the Services provided hereunder. This may include data about Client’s end users, Client’s clients, or prospective buyers provided by Client or obtained by Company in connection with the Services at Client’s instruction. Client Data does not include Service Data.
6. Confidential Information: Any proprietary, non-public, or confidential information relating to a Party’s (the “Disclosing Party”) technology or business that is disclosed hereunder to the other Party (the “Receiving Party”); or any information designated in writing by the disclosing party as “confidential” or “proprietary”, or should reasonably be deemed as such.
7. Documentation: Reference documents, support service guidelines, policies, or technical material relating to the Services or Technology (including those setting forth any technical requirements) that are provided to Client (whether by email, screen or click-through display, in-person, or any other method).
8. Network: A group of publishers, ad networks, ad exchanges, and other ad inventory sources that Company has partnered with to provide the Services.
9. Company Materials: The Platform, Company API, Technology, Documentation, visual interfaces, graphics, design, templates, compilation, computer code, and all other elements of the Service, including related modifications and derivative works. Company Materials includes Service Data.
10. Performance Data: Performance and measurement data made available through the Platform that relates to Client’s Ads, campaigns, and use of the Services (whether reported on an aggregated or individual level).
11. Platform: The Company website, dashboard, SDK, and tools used by Client to access any of the Services and any third-party tools provided to Client to facilitate the Services.
12. Product Addendum: Any Service-specific terms and conditions.
13. Services: Any Company offering that Client agrees to receive, subject to these Terms and/or Agreement, any applicable Product Addendum(s), and, if applicable, Insertion Order(s), along with any other documentation provided by Company related to the Services. Services also include Client support, troubleshooting, creative advertisement services, and account management services associated with the Services.
14. Service Data: Any data (and each component of such data, or derivative of such data) that is collected by Company by any means, whether from end users using a pixel (or other script or code) installed on Client’s website, an integrated mobile SDK, or other mutually agreed upon means, including any data obtained from third parties while providing the Services. Service Data does not include Client Data but does include data derived from Client data. If Client has configured or agreed for Company to implement the pixel (or other script or code) to send hashed end user email addresses from Client’s website to Company or has authorized Company to collect and store hashed end user email addresses, these hashed end user email addresses will be considered Service Data.
15. Technology: The Company proprietary technology that allows Company to provide the Services, including the Company pixel (or other script or code), the Company API, the SDK, or other mutually agreed upon means.
16. Website User Identification: A service offered by Company that collects new contact data and associated information from actual website traffic. Rates are based on actual website traffic, and spikes in traffic may incur additional charges at our Cost per Resolution (CPR) rate, where a Resolution is defined as a new contact and associated data collected.

Services

Company provides marketing services including, but not limited to, search engine marketing (“SEM”), search engine optimization (“SEO”), web video strategies, social media advertising and marketing management, email marketing, online television commercials, project management, website design and development, graphic designing, audio advertising, and content creation. The Client may receive Services as outlined in the Summary of Work, Statement of Work, Service Agreement, or Master Service Agreement and any other services offered to Client by Company, including IdentiFi. Unless otherwise indicated by Client in writing, whether a change order, Product Addendum, or authorized communication, these Terms will apply to all Services provided by Company to Client.

Payment and Billing

1. Billing Cycle:
   1. Recurring services: Payments are due in advance of services being rendered, either on the 1st or 15th of the month, as specified in the client’s agreement or invoice.
   2. Website Projects: For website design and development projects, 50% of the total project cost is due upfront prior to work beginning. The remaining balance is due upon completion or launch of the website unless otherwise agreed to in writing.
   3. Other Services: For all other services, payment is due upon receipt of invoice unless alternate terms are specified in writing.
   4. General Terms: RPM will issue invoices according to the applicable billing cycle or project milestone. All payments must be received before services are rendered. Failure to remit payment by the due date may result in suspension or delay of services until payment is received.
2. Payments: Invoices are payable via ACH or check. If paying by credit card, a 3% processing fee will apply. Any disputes must be reported in writing within 15 days of receipt of invoice. Otherwise, the invoice shall be considered accurate and payable in full.
3. Rates: Work and/or Services performed by Company are to be charged at a fixed price, or at an hourly or monthly rate that is to be set forth in the parties’ Service Agreement. For work performed at the hourly rate, Company will charge at quarter-hour increments.
4. Third-Party Spend: Certain parts of the Services require the creation of a user account with third parties to provide their products or services (e.g., ad spend). Client is responsible for reviewing any applicable terms before participating in any part of the Services to which such terms apply. Company may be required to accept certain third-party terms and conditions as agent on Client’s behalf where necessary for Company to perform Services requested by Client (e.g., terms related to running marketing campaigns). Company shall have no responsibility or liability in relation to such additional terms. Costs incurred for third-party services are in addition to our management fees and can be paid directly to third parties or managed through Company.
5. Late Payments:
   1. 30 Days Past Due: You will receive an additional reminder, along with information indicating that your services are at risk of being paused if payment is not received within the next 30 days. This will be sent via the accounting@mcivormarketing.com email account.
   2. 60 Days Past Due: Services will be temporarily paused, and you will receive a formal notice that services will remain on hold until full payment is received. This will be sent via the accounting@mcivormarketing.com email address as well.
   3. 90 Days Past Due: Accounts with no payment or communication at this stage will be referred to a collections agency for further follow-up. This notice will be sent via email from the same accounting@mcivormarketing.com email address.
6. Non-Payment: Company reserves the right to suspend Client’s campaigns due to failed payments. Further, if Client develops credit conditions (e.g., excessive credit card denials, chargebacks, return-to-maker payments due to insufficient funds, or increased risk of insolvency) or Company otherwise designates Client as a credit risk, Company reserves the right to require prepayment and/or suspend Client’s campaigns.
7. Website Visitor Identification Rates: For this service, rates are based on actual website traffic. Spikes in traffic may incur additional charges at Company’s Cost per Resolution (CPR) rate, where a Resolution is defined as a new contact and associated data collected from actual website traffic. Clients will be notified of any additional charges due to traffic spikes in the applicable invoice.
8. Scope of Work & Hourly Clause: All packages and/or services are based on estimated hours. Additional time beyond scope and estimated project hours will be billed at our standard hourly rate of $200 per hour, billed by the quarter hour, with prior approval.
9. Rush Fees: A $500 Same or Next Day Rush Fee will be applied for campaign launches requested to occur on the same or next business day. Otherwise, new campaign launches require 3–5 business days.
10. Onboarding Fees for Short-Term Campaigns: For campaigns with a duration of 30 days or less, a $400 onboarding fee per Client will be charged for Google Ads and/or Meta services. This fee covers account creation, account verification, custom audiences built out, setting up conversion tracking, linking Meta Business Manager, and adding pixels for tracking, encompassing up to 2 hours of work.

Termination and Cancellation Policy

1. Notice Period: Unless otherwise agreed in writing, either party may terminate the Service and/or Agreement with 30 days’ written notice. If the project involves custom program builds or sponsorships, a minimum of 28 days’ notice is required. No cancellations will be accepted within the first 14 (or 28) days of campaign launch.
2. Post-Termination Obligations: Upon termination:
   • Company will cease providing the Services to Client.
   • Client will, within thirty (30) days, pay to Company any fees that have accrued prior to the effective date of termination, including any applicable late fees.
   • Client will remove the Company Materials from Client websites, and Company will not be liable for any damages (or any benefit to Company) resulting from Client’s failure to remove such materials.
   • In the event of early termination, any outstanding fees or charges incurred up to the cancellation date remain payable.
3. Effect of Breach:
   • Company may cancel this contract if CLIENT materially breaches any terms, including failure to pay invoices. Upon cancellation, CLIENT agrees to pay:
     • All completed services.
     • Any non-cancelable costs incurred.
     • An amount equal to what would have been owed had CLIENT canceled under the terms of the Notice Period.
   • If Company materially breaches the agreement, CLIENT may cancel with written notice, and Company will refund the lesser of any non-cancelable out-of-pocket costs incurred by CLIENT or the prorated value of the contract.
4. Substitutions: Company reserves the right to modify service timelines or deliverables in cases where it is necessary to serve content of public importance or respond to external events. CLIENT will be notified as early as reasonably possible.
5. Preemptible or Packaged Plans: If CLIENT purchases digital services at a package or discounted rate, Company reserves the right to adjust deliverables (such as rescheduling or format changes) in accordance with package terms. No refunds are given, but substitute content or placement will be provided.

Service Interruptions

Company is not liable for delays or failures resulting from causes beyond its control, including but not limited to force majeure, internet outages, third-party service interruptions, acts of God, legal restrictions, or labor disruptions. If services are interrupted, Company will offer a substitute or make-good when possible. If none is acceptable to CLIENT, a refund or credit will be issued for the interrupted portion.

Content and Materials

1. Unless otherwise agreed, Company provides program and creative strategy. CLIENT is responsible for providing approved ad content.
2. CLIENT must submit content and direction no later than 48 business hours prior to scheduled launch. Failure to do so may result in missed delivery, for which CLIENT remains liable.
3. Company reserves the right to reject any materials not meeting technical or brand standards. If rejected, CLIENT must provide revised materials at least 24 business hours before scheduled launch. Otherwise, Company may substitute content without liability, and CLIENT will still be responsible for the reserved service value.

Political Advertising

Additional rules apply to political content. CLIENT must disclose whether content is candidate-authorized or issue-based to ensure compliance with all relevant laws and policies.

Client Obligations

1. Information Provision: Client agrees to provide accurate and timely information necessary for the performance of Services.
2. Cooperation: Client will cooperate with Company’s requests for information and approvals.

Confidentiality

During the term hereof and for a period of two (2) years following termination, neither Party will use or disclose any Confidential Information of the other Party except as specifically contemplated herein. The foregoing restriction does not apply to information that the Receiving Party can show:

• Has been independently developed by the Receiving Party without use of or access to the Disclosing Party’s Confidential Information.
• Has become publicly known through no breach by the Receiving Party.
• Has been rightfully received by the Receiving Party without obligation of confidentiality from a third party authorized to make such disclosure.
• Has been approved for release in writing by the Disclosing Party.
• Was known by the Receiving Party without obligation of confidentiality prior to receipt from the Disclosing Party.
• Is required to be disclosed by a competent legal or governmental authority, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement prior to disclosure and assists in obtaining an order to protect the information from public disclosure (if legally permissible).

Warranties

1. By Client: Client represents and warrants to Company that:
   • It has the right to enter into the Agreement, to grant all rights granted, and to perform its obligations under the Agreement.
   • The Client Content and the Client websites do not include, and do not give access via hyperlinks to, any property containing materials that are obscene, defamatory, or contrary to any Applicable Law.
   • Client Content and Client websites comply at all times with the Documentation and Applicable Law in all jurisdictions where Client Ads and Client websites are viewed.
   • Client websites do not display, reference, link to, or endorse any content that violates this Agreement or the Documentation.
   • The Client Content does not infringe or misappropriate the rights of any third party.
   • The collection, transfer, use, and disclosure of data in accordance with this Agreement will not violate the rights of any third party (including any of Client’s customers) or any statements in its own posted privacy notice or similar privacy statement.
   • Client will not attempt to identify or re-identify any data Company provides to Client as part of its Services which has been presented to Client in an anonymous and/or aggregated fashion.
   • Client will not place Company Material on any website that is directed (in whole or in part) to children under the age of thirteen or knowingly collect information from a device or browser in possession of any child under the age of thirteen or knowingly send Company any information derived from a device or browser in possession of any child under the age of thirteen.
2. By Company: Company represents that it has the right to enter this Agreement, to grant all rights granted, and perform its obligations. For any breach of this by Company, Company’s sole liability and Client’s sole remedy will be re-performance of the Services by Company or Client’s termination rights hereunder.
3. Disclaimer: Except for the express representations stated in these terms, and to the maximum extent permitted by law, Company expressly disclaims and makes no representation, warranty, condition, or other contractual term (collectively, “Promises”) of any kind whether express, implied, arising by statute, common law, or custom. The Services and materials made available by the Company under this Agreement are provided “as is” without any Promise whatsoever. Except where and to the extent such disclaimers are prohibited by law:
   • Company expressly disclaims all implied Promises of merchantability, fitness for a particular purpose, satisfactory quality, accuracy, title, and non-infringement.
   • Company does not Promise non-interference with the enjoyment of the Services or that the Services will be error-free, secure, or uninterrupted.
   • Company makes no Promise regarding the results Customer will obtain through the use of the Services.
   • Notwithstanding anything to the contrary, Company will have no liability to Client in connection with:
     • Customer’s failure to provide notices to, or obtain consents from, its end users regarding its privacy practices or the Services described herein which are required by Applicable Law.
     • Customer’s collection, use, or disclosure of data as contemplated in this Agreement.
     • Data security or data use if Company acts in accordance with Client’s instructions.

Indemnification

1. Client Indemnification: Client will defend, indemnify, and hold harmless Company and its officers, directors, employees, and subsidiaries from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of any claim by a third party regarding:
   • Client’s use of any Services subject to this Agreement, including without limitation regarding Client’s breach of this Agreement.
   • Any violation, infringement, or misappropriation of any law or third-party rights (including intellectual property, property, privacy, or publicity rights) by Client, Client’s own customers (where Client is an Agency or authorized-Reseller), or the Client Content.
2. Company Indemnification: Company will defend, indemnify, and hold harmless Client and its officers, directors, employees, and subsidiaries from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of any claim by a third party regarding any violation, infringement, or misappropriation of any copyright, trade secret, U.S. patent, or trademark by the Company Materials or content created solely by Company. In no event will Company have any liability under this Section arising from:
   • Unauthorized modifications made by Client.
   • The Client Content.
   • The combination of the Company Materials with any third-party software, process, or service not provided by Company.
3. Indemnification Process: The indemnified party will promptly notify the indemnifying party of the claim and cooperate with the indemnifying party in defending the claim. The indemnifying party will have full control and authority over the defense, except that:
   • Any settlement requiring the indemnified party to admit liability or pay any amount (not covered by the indemnifying party) requires prior written consent of the indemnified party, not to be unreasonably withheld or delayed.
   • The indemnified party may join in the defense with its own counsel at its own expense.

Limitations on Liability

Company will not, under any circumstances, be liable to Client for any loss of profits, loss of business (whether direct or indirect), or any indirect, consequential, incidental, punitive, special, or exemplary damages related to this Agreement, even if Company is apprised of the likelihood of such damages occurring. Under no circumstances will the Company’s collective total liability arising out of this Agreement exceed the total amount paid by the Client to the Company under this Agreement in the six (6) months immediately preceding the first event giving rise to the claim (determined as of the date of any final judgment in an action). Each provision of this Agreement that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages allocates the risks of this Agreement between the parties, is reflected in the pricing offered to the Client, and as such is an essential element of the basis of the bargain between the parties. These provisions are severable and independent of all other provisions of this Agreement. If any limitation of liability in this Agreement is found unenforceable, liability will be limited to the maximum extent permitted by law. The limitations in this section will apply even if a remedy fails of its essential purpose.

Intellectual Property Rights

1. Ownership: Company Materials are the sole and exclusive property of Company or its third-party licensors, as applicable, and are protected by Applicable Law. Client’s rights to the Company Materials are strictly limited to those rights expressly granted in this Agreement and do not include any other licenses. Client Content is the sole and exclusive property of Client or its third-party licensors, as applicable, and is protected by Applicable Law. Company’s rights to Client Content are limited to those rights expressly granted in this Agreement and do not include any other licenses.
2. Trademarks: Each party retains all right, title, and interest to its own logos and trademarks. Company logos and names are trademarks of Company. All other trademarks and product or Client names mentioned in the Services or Company Materials are the property of their respective owners. They may not be used without the prior written permission of the owner. Notwithstanding the foregoing, Company may:
   • Use Client’s logos, name, and any trade names to indicate in its promotional materials that Client is a Client of Company, unless Client explicitly requests otherwise in writing.
   • Disclose the name of the Client as allowed by Applicable Law.

Amendments

Company reserves the right to revise the Terms of Service and will provide Client notice in writing of material changes to the Terms of Service. Client’s continued use of the Service constitutes acceptance.

Assignment

Client may assign this Agreement upon written notice to Company to any acquirer of all or substantially all of its assets or stock, or to a corporate affiliate. Any other attempt to transfer or assign is void. Company retains the right to assign this Agreement and delegate any or all its obligations hereunder. This Agreement will bind and inure to the benefit of the parties, their respective successors, and permitted assigns.

Acceptance

By engaging with our services, you acknowledge that you have read, understood, and agree to these Terms & Conditions.

Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Arizona.

Dispute Resolution

The parties agree to make good faith efforts to address disputes that arise hereunder without resorting to formal legal proceedings. Before filing a claim, the dispute party agrees to contact the Company by email to accounting@mcivormarketing.com.

Independent Parties

Company is an independent contractor and not an agent of Client in the performance of this Agreement. There are no third-party beneficiaries (except the indemnitees referenced herein).

Entire Agreement

This Agreement constitutes the entire agreement between the parties regarding the use of the Services and will supersede all prior agreements between the parties whether written or oral. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms of this Agreement.

Force Majeure

Company will not be liable for any delay or failure to perform as required by this Agreement because of any cause or condition beyond Company’s reasonable control.

Severability

If any portion of this Agreement is held invalid or unenforceable, such invalidity or unenforceability will not affect the other provisions of this Agreement, which will remain in full force and effect, and the invalid or unenforceable portion will be given effect to the greatest extent possible.

Waiver

The failure of a party to require performance of any provision will not affect that party’s right to require performance at any time thereafter, nor will a waiver of any breach or default of this Agreement or any provision of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself.

Notice

All notices to Company must be delivered in writing by courier, certified or registered mail (postage prepaid and return receipt requested), electronic mail, or as otherwise specified by Company. Legal notices to Company must be sent to accounting@mcivormarketing.com. Notices to Client will be sent to the Client Account email address on file and are deemed effective when sent or posted.