PERFORMANCE-BASED SERVICE AGREEMENT

This SERVICE AGREEMENT ("Agreement") is entered into as of the date of acceptance by both parties, by and between:

Ad Sky Agency LLC ("Agency") and Tokunbo Agosu ("Client").

Together, the Agency and the Client are referred to as the "Parties."

Ad Sky Agency LLC, hereinafter referred to as "Agency"; -and-

First Name *

hereinafter referred to as the "Customer."

Collectively, the Agency and the Customer are referred to as "Parties."

The Parties agree to the following recitals:

Whereas, the Agency is in full legal capacity as a company specializing in the field of Facebook advertising & funnel development;

Whereas, the Agency affirms that it has the required experience and ability to provide the Customer with the Services;

Whereas, the Agency agrees to be so engaged and to provide the Customer the Services, all subject to the terms and conditions contained herein;

WHEREAS, the parties desire to express in writing their mutual understanding and agreements with respect to this engagement; and,

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the parties hereto, intending to be legally bound, do hereby agree as follows:

This Agreement governs the performance-based marketing services provided by Agency to Client, specifically related to Facebook advertising and email marketing for the promotion of Client’s art business.

I. GENERAL ACQUIESCENCE

In addition to the Terms of Service (TOS) found on the Agency's website, the Customer hereby concurs, agrees and acquiesces to the provisions of this Service Agreement. In case the undertakes a revised version of the TOS, the Customer furthermore agrees to visit the Agency's website from time to time and undertake a due diligence review in order to be apprised of these revisions.

II. SCOPE OF WORK

The following is a preliminary scope of work based and is subject to change once the agency establishes a full Client Scope Document. The Agency is being recruited to assist in the following:

Month 1: Onboarding ($2,000 USD)

2–3 onboarding meetings to establish funnel strategy
Review of email marketing, social media, and ad readiness
Initial setup of tracking systems and testing warm audience ads

Month 2 and beyond: Performance-Based Ads Management

20% of gross sales generated via advertising and email marketing, or $1,500 USD/month — whichever is greater
Full ad campaign build-out (freebies, live promos, sales campaigns)
Weekly reporting (Excel or equivalent)
Ad copywriting and creative development (excluding video production, email sequence building after month 1, new funnel builds, social media management and any other digital media marketing outside of facebook ad management specifically)
Pixel installation, audience segmentation, testing, and optimization
Retargeting funnel setup (cold/warm traffic)
Biweekly check-ins via Zoom (optional)
Support via email, Voxer, or Facebook Messenger within 24 business hours

Note: Specific deliverables and timeframes will be documented in a separate Scope document and adjusted based on circumstances beyond Agency’s control.

• Ads management months 20% of sales from advertising and email marketing in USD per month:

o Full Campaign Deployment (testing freebies, Live promotion, ads for scaling program). - Weekly reporting (in excel), ad copy & creative (excludes video production), pixel placement, audience testing, ad optimization, FB stacked ads funnel for targeting cold audience and retargeting for warm audiences. Tricia can be reached always by email or by voice messaging through Voxer or FB Messenger within 24 hours on business days. Includes a catchup every two weeks on zoom, if desired.

Specific timeframes of deliverables will be provided to customer but are subject to change in the occurrence of unforeseeable events or circumstances beyond the agency’s control.

The Customer may avail from the Agency for consultation on the nature, timing and extent of these services either via email, over the telephone, in person, or at Customer’s office.

III. FEES & PAYMENT TERMS

For undertaking the engagement and for other good and valuable consideration, including but not limited to, the substantial benefit the Customer will derive from the Agency’s services, the Customer agrees to compensate the Agency the professional fees in USD payable in the following manner:

·Initial Payment: $2,000 onboarding fee due prior to commencement.

Ongoing Payment: Monthly, the Client agrees to pay the greater of:
- $1,500 USD/month (flat minimum), OR
- 20% of gross sales attributed to Agency’s advertising and email marketing efforts.
Ad Spend: Client agrees to a minimum ad spend of $1,000–$1,500/month.
Additional Work: Any out-of-scope work will be billed at $150/hour with prior approval.
Sales Attribution: Attribution will be based on standard tracking methods such as UTMs, ad platform analytics, and email platform reports.
Refunds/Cancellations: Refunds or canceled orders will not reduce the commission below the $1,500/month minimum.

The Client agrees to dedicate a FB ad spend of $1000-1500 USD per month (minimum) to gain traction.

Any additional work carried out outside of the Scope of Work provided to client will be charged at an additional fee of $150/hr. The Agency shall notify the Client of such situations or charges before commencing work.

All prices quoted are in USD.

Late payments or failure of payments will result in immediate cessation of all work carried out by the Agency. All work remains the sole right of the Agency until payment is made.

All marketing materials (copy, creative, strategy documents, tracking setup, etc.) remain the property of the Agency until all payments are made in full. Upon full payment, ownership of all Client-specific assets shall transfer to the Client.

Commencement for the project to start with onboarding session April 7 2025. By availing of the Agency’s payment plan, both parties agree to the terms of service.

IV. REFUND/ CANCELLATION STIPULATION

All payments shall be non-refundable and non-assessable.

NO GUARANTEES PROVIDED

The Client agrees that the Agency shall not be held liable for results outside of its control - such as the quality of leads or sales made by the Client’s team.

PERFORMANCE THRESHOLD

If, after 60 days, the campaign fails to generate a minimum of 30 qualified leads or $3,000 in sales, the Agency reserves the right to:

Convert to flat-rate monthly billing ($1,500/month), or
Terminate the agreement.

TERMINATION

Either party may terminate this agreement with 14 days’ written notice.
If the Client terminates within 90 days of the initial onboarding session and full payment has not been made for assets developed by Agency, a one-time fee of $1,500 will be due to compensate for work completed.

V. PAYMENT SCHEME

The Customer agrees to settle the Agency’s professional fee in US Dollars either through a Bank Transfer or the Agency’s Stripe account.

VI. NON-DISCLOSURE

Both parties mutually agree that certain confidential information may be exchanged during the course of this engagement. To ensure the protection of such information and in consideration of the agreement to exchange said information, the parties agree not to disclose the following.

a. Technical materials, models and relevant technical articles, technical reports owned by either party; b. Sales materials, including but not limited to all quality management methods, pricing methods, sales methods and customers’ materials;

c. All the intellectual property rights (including those exclusively owned by either party, whether owned now or developed in the future); and,

d. Any other information that either party claims as confidential.

The Client agrees that the Agency may, from time to time, share testimonials and results achieved as a result of service provided for marketing purposes. The Client can request that personal and brand information be omitted from case studies and testimonials.

VII. MISCELLANEOUS

Non transferability: The rights and obligations under this Agreement are personal to the Customer. The Customer may not assign or transfer any rights or obligations under this Agreement.

Indemnification: The Customer will, at their own expense, defend, indemnify, and hold the Consultant, its agents, and employees harmless from any and all claims, actions, liabilities, injuries, damages, losses, grants, costs, and expenses, including attorney fees, arising out of or in connection with any use of the Program(s) of this Agreement.

Integration: This Agreement, along with any additional terms or policies incorporated herein by reference, represents the entire Agreement between the Customer and Consultant concerning the Program.

VIII. FACEBOOK POLICIES AND RULES:

Client understands that Facebook is a 3rd Party that can disapprove ads and even close ad accounts at any time, for any reason. Facebook’s official statement is:

"Facebook is committed to presenting ads to our users that are useful and non-intrusive, and we are continually working to increase the relevance of ads. Our goal is to provide the highest quality user experience. We reserve the right to reject any advertising that we deem contrary to these objectives. Similarly, we reserve the right to close an account creating ads contrary to these objectives."

Client understands that Ad Sky Agency will follow all Terms of Services written by Facebook. Ad Sky Agency will also use “Best Practices” as we understand them directly from Facebook representatives and other high volume agencies. Client understands that Ad Sky Agency will follow all Terms of Services written by Facebook. Ad Sky Agency will also use “Best Practices” as we understand them directly from Facebook representatives and other high volume agencies.

Client understands that Ad Sky Agency does not offer refunds if Facebook decides to close the client’s ad account without notice or reason. Ad Sky Agency will only use approved methods that are considered “white hat” and Ad Sky Agency will not endorse or use any software, tools or methods that would be in violation of Facebook’s Advertising Terms of Use

Ad Sky Agency strongly suggests that the client read all of Facebook Advertising Terms of use before the client executes this agreement with Ad Sky Agency.

VIII: GOVERNING

(1) This Agreement will be governed by, interpreted and enforced in accordance with the laws of the Pinellas County Florida, US and the federal laws of the US applicable therein.

(2) Each Party irrevocably attorns and submits to the exclusive jurisdiction of the Tampa Florida and Federal courts situated in the City of Tampa and waives objection to the venue of any proceeding in such courts or that such courts provides an inconvenient forum.

BY SIGNING BELOW, YOU ACKNOWLEDGE THAT YOU UNDERSTAND AND AGREE TO ALL OF THE AFOREMENTIONED TERMS, INCLUDING THOSE RELATED TO SERVICE FEES, STRICT NO REFUND POLICY, AND CONFIDENTIALITY.

Customer Signature *

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Date/Time: