Engagement: Client, by accepting this Agreement, engages Tandem DNA Fitness Coach Marketing (“Tandem DNA”) as an independent contractor to perform the services outlined in the Proposal and/or Scope of Work provided to Client (the “Services”). These Terms & Conditions, together with the Proposal, order form, invoice, and any written addendums, are collectively referred to as the “Agreement.”

Term: This Agreement becomes effective on the date Client accepts the Proposal or pays the first invoice (“Effective Date”). Unless otherwise stated in the Proposal, the initial term is one (1) month and continues on a month-to-month basis thereafter. Either party may terminate this Agreement with thirty (30) days’ written notice, unless otherwise stated in the Proposal. Tandem DNA may suspend or terminate Services immediately if: (i) Client fails to pay any fees when due, (ii) Client ceases cooperation or makes it impractical for Tandem DNA to perform the Services, or (iii) Tandem DNA reasonably believes Client is using the Services for an unlawful or prohibited purpose.

Fees and Payments: Client agrees to pay the fees described in the Proposal and/or invoice. Unless otherwise stated: the first payment is due upon acceptance of the Proposal; recurring fees are due on the same calendar day each month; advertising spend is separate and is paid by Client directly to the advertising platform (e.g., Meta). If any invoice remains unpaid for ten (10) days, Tandem DNA may pause work and/or automations until the account is brought current. Unless otherwise stated in writing, all fees are non-refundable and tied to time, labor, and reserved capacity. Tandem DNA may update pricing with forty-five (45) days’ notice for ongoing month-to-month services.

General Changes (Revisions): Unless otherwise provided in the Proposal, Client is allowed up to three (3) reasonable revision rounds to the initial funnel/landing page and initial ad assets during the setup phase. Additional revisions, new builds, or scope increases beyond what is included may be billed at Tandem DNA’s standard hourly rate of $___/hour or quoted as a separate project. If Client requests changes that materially increase workload (example: new offer direction, new funnel angle, new audience, rebuild of assets), Tandem DNA may require a revised scope and/or additional fees before work continues.

Timing / Client Responsibilities: Tandem DNA will use commercially reasonable efforts to deliver Services in the timeline stated in the Proposal. Client understands results and timelines depend on Client providing required access and materials promptly, including but not limited to: ad account access (Meta Business Manager), GoHighLevel access (or required integrations), branding assets (logo, colors), offer details, program pricing, and scheduling availability, and any compliance items (privacy policy, terms page, opt-in language). Delays caused by missing access, late approvals, or incomplete information may delay timelines and do not constitute a breach by Tandem DNA.

Client Authorization: Client authorizes Tandem DNA to access, configure, and manage the tools necessary to perform the Services, including but not limited to: Meta Ads Manager / Business Manager, GoHighLevel CRM and workflows, and landing pages, forms, calendars, tracking pixels, and related integrations. Client grants Tandem DNA permission to use Client’s name, logo, and brand assets solely for performing the Services and creating deliverables.

Telephone / Call Tracking & Recording (If Used): If call tracking is used, Client authorizes Tandem DNA to implement tracking numbers and call tracking where applicable. Client understands tracking numbers may be used to attribute results. If call recording is enabled, Client is responsible for ensuring proper disclosures and compliance with applicable laws.

Paid Advertising (Meta Ads) Services: Client acknowledges that ad performance depends on many factors outside Tandem DNA’s control (market conditions, competition, offer, compliance, platform changes). Tandem DNA does not guarantee specific results (including leads, booked calls, or revenue) unless explicitly stated in writing as a guarantee addendum. Meta may reject ads, restrict accounts, or change policies at any time. Client is responsible for all advertising costs charged by Meta or any other platform. Tandem DNA will manage campaigns, creatives, targeting, and optimization consistent with the scope.

CRM Automation / Messaging (SMS & Email) Services: If Tandem DNA builds automations (SMS/email), Client understands automated follow-up may include SMS and email reminders, missed-call text back, nurture sequences, and booking

confirmations. Client is responsible for ensuring their business has appropriate consent to contact leads and for complying with platform policies and applicable laws (including opt-out requirements). If using messaging features, Client agrees to include opt-out language where required (e.g., “Reply STOP to opt out”) and maintain updated business information.

Email Marketing Services (If Included): If email marketing is included in the Proposal, Client agrees to provide access to the sending domain/account and any necessary lists, assets, and approvals. Results depend on list quality, deliverability, offer strength, and consistent cooperation. Tandem DNA does not guarantee revenue outcomes.

Social Media Marketing (If Included): If social media posting or content services are included, Client agrees to provide account access and brand guidelines. Social media services do not guarantee lead volume unless paired with paid advertising and a defined funnel system.

Termination of Services / Transition: Upon termination or non-payment, Tandem DNA may pause ads, workflows, and access to managed assets until final balances are paid. Client is responsible for downloading any reports or materials made available. If Client requests transition assistance (handoff, exports, documentation), Tandem DNA may provide it at the hourly rate of $___/hour unless otherwise included in the Proposal. If assets are hosted inside Tandem DNA’s systems, access may be removed after termination unless otherwise agreed in writing.

Hosting & Platform Costs: Tandem DNA may build funnels and workflows inside platforms that require subscriptions (e.g., GoHighLevel, tracking software, calendar tools). Client is responsible for any third-party subscription fees unless explicitly included in the Proposal. Tandem DNA does not provide email hosting unless specifically stated.

Ownership of Deliverables: Unless otherwise stated, Client owns their ad accounts and business profiles. Tandem DNA retains ownership of internal frameworks, templates, processes, and non-client-specific systems used to deliver the Services. Upon full payment, Client receives a license to use final deliverables created specifically for Client (ad creatives, funnel copy/design, workflows) for their business use.

Client Acknowledgements (No Guarantees / Platform Changes): Client acknowledges marketing outcomes are not guaranteed and depend on variables outside Tandem DNA’s control. Platforms (Meta, email providers, CRMs) change policies, costs, and algorithms, which may affect performance. Early ad performance may fluctuate during the learning phase and optimization period.

Client Representations & Warranties: Indemnity: Client represents that they have the right to use all assets provided (photos, logos, testimonials, content) and that their offer and claims comply with applicable laws and platform rules. Client agrees to indemnify and hold harmless Tandem DNA from claims arising from Client’s business practices, unlawful claims, policy violations, or materials provided by Client, except to the extent caused by Tandem DNA’s gross negligence or willful misconduct.

Governing Law / Arbitration: This Agreement shall be governed by the laws of the State of New York. Any dispute arising under this Agreement shall be resolved by arbitration or in a court of competent jurisdiction located in [Onondaga County, New York], unless otherwise required by law.

Miscellaneous: This Agreement constitutes the entire agreement between the parties and supersedes prior discussions. Any modifications must be in writing and agreed to by both parties. If any provision is found unenforceable, the remainder remains in effect. Neither party may assign this Agreement without written consent, except in connection with a merger or sale of substantially all assets.

Force Majeure: Neither party shall be liable for delays or failures to perform due to causes beyond reasonable control (including platform outages, account restrictions, acts of God, labor disputes, or internet service failures).