PLEASE READ THIS AGREEMENT CAREFULLY. BY ENGAGING 10CORP FOR FACEBOOK MARKETING SERVICES, YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS SET FORTH HEREIN.
This Facebook Marketing Services Agreement ("Agreement") is entered into between you ("Client," "you," or "your") and 10Corp Web Services LLC ("10Corp," "we," "us," or "our"). This Agreement governs 10Corp's provision of Facebook and Instagram advertising and marketing services, including campaign strategy, ad creation, audience targeting, budget management, performance reporting, and related services conducted via Meta's advertising platforms. By purchasing or accessing these services, you agree to this Agreement, our Universal Terms of Service, and our Privacy Policy.
IMPORTANT: All Facebook and Instagram advertising services are subject to Meta Platforms, Inc.'s Advertising Policies, Terms of Service, and Community Standards. You are solely responsible for ensuring your business, products, and advertising content comply with all applicable Meta policies and applicable law.
1. Scope of Services
10Corp's Facebook Marketing Services may include, subject to your selected service plan:
- Facebook and Instagram ad campaign strategy, creation, and setup;
- Audience research, targeting, and custom audience configuration;
- Ad copywriting, creative direction, and graphic design coordination;
- Facebook Pixel installation and conversion tracking configuration;
- Budget management, bid strategy optimization, and A/B testing;
- Campaign monitoring, performance analysis, and ongoing optimization;
- Monthly or periodic performance reporting;
- Facebook Business Manager and Ad Account setup and management;
- Retargeting and lookalike audience campaigns;
- Lead generation form setup and integration.
2. Client Responsibilities
A. Account Access and Assets
You agree to grant 10Corp appropriate access to your Facebook Business Manager, Ad Account, Facebook Page, and any other assets required to provide the services. You are responsible for maintaining ownership of your Ad Account, Business Manager, and all associated advertising assets at all times. 10Corp will never request administrator ownership of your primary Business Manager account.
B. Ad Spend Budget
All advertising spend paid directly to Meta is separate from and in addition to 10Corp's service fees. You are solely responsible for funding your Meta Ad Account and for all charges billed by Meta to your payment method on file. 10Corp is not responsible for any overspend, underperformance, or billing disputes between you and Meta.
C. Accurate Business Information
You represent and warrant that all information you provide about your business, products, services, and promotions is accurate, complete, and not misleading. You are responsible for ensuring that all advertised products and services comply with applicable laws and Meta's advertising policies. 10Corp shall not be liable for ad disapprovals, account restrictions, or account bans resulting from your business practices or content.
3. Meta Policy Compliance
You acknowledge and agree that:
- All advertising content must comply with Meta's current Advertising Policies, which Meta may update at any time;
- Certain business categories are restricted or prohibited on Meta's platforms, including but not limited to alcohol, gambling, financial products, healthcare, and adult content 'âŦâ compliance with applicable special category requirements is your sole responsibility;
- Meta reserves the right to reject, remove, or restrict any ad or ad account at its sole discretion, without notice or liability to 10Corp or you;
- 10Corp will make reasonable efforts to create compliant ads, but cannot guarantee approval of any ad by Meta;
- Ad account restrictions or bans imposed by Meta are outside 10Corp's control and do not constitute a breach of this Agreement by 10Corp.
4. Intellectual Property
You retain all ownership rights to your brand assets, creative content, logos, images, and ad copy that you provide to 10Corp. You grant 10Corp a limited license to use your brand assets solely for the purpose of creating and managing your advertising campaigns. Any original creative content developed exclusively by 10Corp for your campaigns (ad copy, custom graphics) will be owned by you upon full payment of all applicable service fees. 10Corp retains ownership of its proprietary methodologies, templates, and tools.
5. Performance and Results Disclaimer
10Corp will use commercially reasonable efforts to optimize your Facebook advertising campaigns for your stated objectives. However, 10Corp makes no guarantee of specific results, including but not limited to: specific return on ad spend (ROAS), cost per click (CPC), cost per acquisition (CPA), lead volume, revenue, or sales. Advertising performance is affected by many factors outside 10Corp's control, including market conditions, competition, Meta's algorithm changes, seasonal trends, and the quality of your products or services.
6. Confidentiality
10Corp agrees to keep your advertising strategies, campaign data, audience data, and business information confidential and to not share such information with third parties (other than Meta as necessary to run campaigns) without your prior written consent, except as required by law.
7. Fees, Payment, and Term
Service fees are set forth in your service plan or proposal and are payable in advance on a monthly basis unless otherwise agreed in writing. All fees are exclusive of ad spend paid directly to Meta. Fees are non-refundable after services have commenced for the applicable period, except as provided in our Refund Policy. Either party may terminate services with thirty (30) days' written notice. 10Corp may terminate immediately for non-payment or material breach of this Agreement.
8. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, 10CORP'S TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING FROM FACEBOOK MARKETING SERVICES SHALL NOT EXCEED THE TOTAL SERVICE FEES PAID BY YOU TO 10CORP IN THE THREE (3) MONTHS PRECEDING THE CLAIM. 10CORP SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, OR LOSS OF BUSINESS OPPORTUNITY.
9. Indemnification
You agree to indemnify, defend, and hold harmless 10Corp Web Services LLC and its affiliates, officers, directors, employees, and agents from any claim, liability, penalty, or expense (including attorneys' fees) arising from: your advertising content or business practices; your violation of Meta's policies or applicable law; false or misleading claims in your ads; or any claim by a third party relating to your products, services, or promotions.
10. Relationship of Parties
10Corp is an independent contractor, not an employee, partner, agent, or joint venture partner of yours. Nothing in this Agreement creates any partnership, joint venture, agency, franchise, or employment relationship between the parties. 10Corp is not an official Meta Business Partner unless explicitly stated in your service agreement, and this Agreement does not imply any endorsement by Meta.
11. Governing Law
This Agreement is governed by the laws of the State of Georgia, United States. Any dispute shall be resolved through binding arbitration in Georgia, except where either party seeks immediate injunctive relief.