1. Parties and Incorporation of Terms of Service
This Managed Marketing Agreement ("Agreement") is entered into between SEVA Systems LLC ("SEVA") and the client identified in the applicable Marketing Services Plan ("Client"), collectively "the Parties." This Agreement incorporates by reference SEVA's Terms of Service, Data Processing Agreement, and Acceptable Use Policy. Together with any Marketing Services Plan executed under this Agreement, these documents constitute the complete agreement governing the Parties' relationship for managed marketing services.
This Agreement governs ongoing, retainer-based marketing services and is separate from SEVA's Master Services Agreement, which governs project-based engagements described in Section 2.4 of that agreement.
Where a conflict exists between this Agreement and the Terms of Service on a matter specific to managed marketing services, this Agreement controls. Where a conflict exists between this Agreement and an executed Marketing Services Plan, the Marketing Services Plan controls on matters specific to that engagement.
2. Scope of Services
2.1 Marketing Services Plan
Each managed marketing engagement between the Parties will be governed by a Marketing Services Plan ("Plan") executed under this Agreement. No services will begin until a Plan has been signed by both Parties.
2.2 Service Categories
The Plan will identify which of the following service categories are included in the engagement.
A Plan may include one or more categories; categories not selected are outside the scope of that engagement.
- Advertising (Paid Media) — campaign strategy, setup, and ongoing management of paid advertising across digital channels, including search and social platforms. This category does not include traditional media placement, print, television, radio, or podcast advertising, which are outside the scope of this Agreement.
- SEO — technical audits, keyword research, on-page optimization, and organic search performance management.
- Social Media (Organic) — content calendars, creative, scheduling, and community engagement on the Client's social platforms.
- Content, Blog — written content produced for the Client's website or publication channels.
- Content, Social — content produced specifically for social media platforms, distinct from blog content.
- Managed Email Marketing — campaign strategy and execution on the Client's behalf, using the Client's own subscriber list.
2.3 Required Contents
Each Plan will specify, at minimum:
- The service categories included, as described in Section 2.2
- Deliverables and cadence for each included category
- The term, determined under Section 6 (Term) of this Agreement based on the service categories and expected timeline to results
- The monthly base fee and, where applicable, the percentage of ad spend
- Reporting frequency and key performance metrics for each included category
2.4 Ad Accounts and Ad Spend
Where the Plan includes Advertising services, the Client retains ownership of all advertising accounts, and pays advertising platforms directly. SEVA is granted access to manage these accounts on the Client's behalf but does not take ownership of, or custody over, advertising spend. Advertising spend is separate from, and in addition to, the fees described in Section 2.3.
2.5 Authorized Signatories
Each Plan must be signed by an individual the Client has authorized to bind the Client, consistent with Section 2.3 of SEVA's Master Services Agreement.
2.6 Data Processing
Where performing services under this Agreement requires SEVA to process personal data on the Client's behalf, including audience data, subscriber lists, or customer data accessed through advertising accounts, social media accounts, or email marketing platforms, that processing is governed by SEVA's Data Processing Agreement.
3. Fees and Payment
3.1 Fees
The fee structure for each engagement is set out in the applicable Plan, and consists of a monthly base fee and, where the Plan includes Advertising services, a percentage of ad spend as specified in the Plan. Fees stated in an executed Plan are fixed for the term of that Plan.
3.2 Billing
Fees are invoiced in advance of each billing period. Invoices are due Net 15 from the invoice date.
3.3 Payment Method
Payment is processed as described in Section 4.3 of SEVA's Terms of Service.
3.4 Ad Spend
Advertising spend is billed and paid directly to the applicable advertising platform by the Client, consistent with Section 2.4 of this Agreement. SEVA's percentage-of-ad-spend fee, where applicable, is calculated on actual spend for the relevant billing period and invoiced under Section 3.2.
3.5 Late Payment
An invoice not paid within the terms described in Section 3.2 is subject to the non-payment provisions of Section 11.2 of SEVA's Terms of Service, applied to the recurring fee structure described in that Section.
4. Reporting and Performance
4.1 Reporting
SEVA will provide the Client with performance reporting at the frequency specified in the applicable Plan, covering the key performance metrics identified for each included service category under Section 2.3.
4.2 No Guarantee of Results
SEVA will perform the Services in a professional and workmanlike manner, consistent with Section 8.1 of SEVA's Terms of Service. This standard does not guarantee any specific ranking, traffic level, conversion rate, return on ad spend, or other business outcome. Marketing performance depends on factors outside SEVA's control, including platform algorithm changes, market conditions, and the Client's own website, product, and pricing.
4.3 Client Cooperation
Timely performance under this Agreement depends on the Client's cooperation, including providing brand assets, approvals, and access to accounts and platforms reasonably required for SEVA to perform the Services. Delays caused by the Client's failure to provide these do not constitute a failure of performance by SEVA.
5. Confidentiality and Marketing Data
5.1 Confidentiality
SEVA will treat the Client's business information, marketing strategy, campaign performance data, and competitive intelligence as confidential, consistent with SEVA's confidentiality commitments under the Terms of Service. SEVA will not disclose this information to any third party, or use it for any purpose other than performing the Services, without the Client's prior written consent.
5.2 Personal Data
Where information processed under this Agreement includes personal data, it is governed by SEVA's Data Processing Agreement, as described in Section 2.6 of this Agreement.
5.3 Residual Marketing Knowledge
Nothing in this Section restricts SEVA from using general marketing knowledge, skills, techniques, or strategies acquired or developed in the course of performing the Services, consistent with Section 5.3 of SEVA's Terms of Service. This does not extend to the Client's specific campaign creative, competitive intelligence, performance data, or business strategy, which remain confidential under Section 5.1.
6. Term
6.1 Term Determination
Engagements may begin with an initial three (3) month Trial Term, or directly with a six (6) or twelve (12) month term, as specified in the applicable Plan. A Trial Term may be limited to a narrower scope than a full engagement, as specified in the Plan. The term, and whether an engagement begins with a Trial Term, is determined by SEVA based on the service categories included and the timeline reasonably required to achieve results in those disciplines, and is not selected by the Client. This Agreement does not offer an ongoing month-to-month term as an initial engagement.
6.2 Transition from Trial Term
Before a Trial Term ends, SEVA will determine whether the engagement continues under a six (6) or twelve (12) month term. If the Parties agree to continue, a new Plan reflecting that term will be executed before the Trial Term expires. If no new Plan is executed, the engagement ends at the conclusion of the Trial Term without further obligation under this Section.
6.3 Renewal
Before a six (6) or twelve (12) month term ends, the Parties will determine whether the engagement continues under a new six (6) or twelve (12) month term, or transitions to a month- to-month arrangement. If no new Plan is executed and neither Party gives notice of non-renewal at least 30 days before the term ends, the engagement continues month-to-month under the terms of the expiring Plan, and either Party may terminate with 30 days' written notice, without the commitment fee described in Section 6.4.
6.4 Early Termination Without Cause
After a six (6) or twelve (12) month term has begun, either Party may end the engagement without cause before the term expires by providing 30 days' written notice.
If the Client ends the engagement without cause, the Client owes SEVA a commitment fee equal to 60 days of the base fee described in Section 3.1, reflecting the capacity and resources SEVA committed for the remainder of the term. This fee is owed in addition to fees for services already rendered through the termination date.
If SEVA ends the engagement without cause, SEVA will refund the Client any fees already paid in advance under Section 3.2 for services not yet rendered as of the termination date.
This Section does not apply to a Trial Term, which may end without further obligation under Section 6.2.
6.5 Termination for Cause
Either Party may terminate for breach, non-payment, or other cause consistent with Section 11.1 and Section 11.2 of SEVA's Terms of Service, as applied to the recurring fee structure of this Agreement. Section 6.4 does not apply to termination for cause.
7. General Provisions
This Agreement is governed by, and any dispute arising from it is resolved in accordance with, Section 12 (Governing Law and Dispute Resolution) of SEVA's Terms of Service.
Sections 9 (Limitation of Liability), 10 (Indemnification), and 14 (Miscellaneous) of SEVA's Terms of Service apply to this Agreement and any Plan executed under it.
Where the Client engages SEVA for both managed marketing services under this Agreement and project-based work under SEVA's Master Services Agreement, each agreement governs its respective services independently, and termination of one does not affect the other.
This Agreement may only be amended in writing, signed by an individual authorized under Section 2.5 of this Agreement.