This service agreement is a binding contract between you ("Client") and Full Growth Media LLC (“Company”). Please read the entire agreement.

1. Executive Summary

Company’s New Car Surge system, strategies, and implementation procedures are based on the results of extensive experience, study of social media trends, and application of specifics unique to Client's customers.

2. Target Audience

The Target Audience for these campaigns will be focused on local customers for Client.

3. Strategy and Tactics

Creative Development 

a. Video ad scripts written and provided;

b. A videographer will be sent out on location once per quarter to film;

c. Editing of all video ads filmed.

Advertising Management 

a. Paid advertising management for any or all of the following platforms: Facebook, Instagram, TikTok; 

b. Daily optimization;

c. Split testing; 

d. Scaling strategies;

e. Creative refreshes. 

Lead Conversion System

a. License to our CRM software; 

b. Pre-qualification quiz funnel; 

c. Follow up SMS sequence; 

d. Streamlined call and test drive booking.

4. Plans and Fees

The Advertisers | New Car Surge System | Scale Plan.
Service fee: $9,997 quarterly (Billing cycle every 90 days) (“Service Fee”).

Includes: 

a. Creative Strategy & Development 

b. Full Ad Setup & Management

c. License to CRM & Lead Conversion Systems

d. Access to The Advertisers Support via Email & Zoom

5. Conditions

Company has the right to distribute and display content based on the work done for Client. 

Client acknowledges that this payment and service is solely for their singular company, Client, and only for the New Car Surge system from Company. Should Client wish to advertise for any additional companies or additional product/service offerings, Client acknowledges that they will be subject to additional fees. Company will discuss the fee structure for additional work with Client and if both parties agree, another service agreement will be signed by both parties. 

Client agrees that their end results are 100% dependent on their communication, follow up, work ethic, and sales skills. There are no refunds once a payment has been made. 

Client acknowledges that they are responsible for funding their own advertising spend within the ad account(s) in use. Client also acknowledges that there will be no pauses in service or service fee adjustments should Client fail to make an advertising spend payment resulting in ads to be shut off. The advertising spend budget may be adjusted at any time by request from Client, however, Client acknowledges that results may vary with any changes and results are likely to decline if the advertising spend budget is decreased.

Client acknowledges that Company is not responsible or liable for any ad rejections, ad account suspensions, or hacked ad accounts. There are no extensions in service, credits, or refunds given should an ad(s) be rejected, an ad account(s) be suspended, or an ad account be hacked. Should any rejections, suspensions, or hacked accounts occur, Company will work with Client to rectify these issues as soon as possible. Client acknowledges that the ad platforms themselves hold the final decision making ability for any rejections, suspensions, or hacked accounts and that ultimately, these issues are out of the control of Company. 

Client acknowledges that they are responsible for paying the Service Fee on time. The Service Fee will be auto billed to the card on file. Should the card on file decline for whatever reason, Client acknowledges that they shall pay the full amount due within five (5) days of the card being declined and provide updated card information. Should more than five (5) days pass without payment being made, Client acknowledges that this will be a material breach and considered a cancellation of services with Company. 

The Service Fee shall be paid in US Dollars.

Any and all leads produced by Company are intended for the sole use by Client. Leads may not be shared with any other organization, individual, or other entity outside of Client. 

Company is not responsible for a lack of closing leads or failure of leads to follow through with any service offered by Client.

Client and Company will agree on a date of filming with the videographer. If Client is not available to film on the agreed upon date, Client will be subject to an additional fee to reschedule the filming date.

Company does not provide legal advice and will not be held liable for any legal action brought against Client based on their advertising, texts, emails, or other marketing materials. It is up to Client to determine best practices and notify Company to remove anything that could warrant legal action from an outside party. 

Company reserves the right to terminate this agreement at any time for cause. Causes of termination of this agreement could be one of, but not limited to the following: Client is not participating fully in the working relationship, Client seriously deviating from the proposed system, Client causing system/communication disruptions, neglecting to adhere to standard operating procedures, or any other material breach by Client or any activity by Client that is deemed to be harmful to the working relationship of both Company and Client. 

Client reserves the right to terminate this agreement at any point so long as a seven (7) day notice is provided to Company as described below. 

Following the end of the initial 90 day period, Client acknowledges that by default they will continue into another 90 days of service. Should Client wish to discontinue service, they must give written notice via email to [email protected]. Email notice must be given at least seven (7) days prior to the next billing date. Client also acknowledges that they will be automatically billed each month in accordance with the existing billing cycle and Client agrees to the all the same terms as stated here in this original agreement. Client, by default, agrees to continue with the service at the end of each 90 day period until written notice of cancellation is given. Client may cancel the service at any time following the end of the initial 90 day period.

6. Acceptance

Ad campaigns will  start once the CRM system and ads are setup and will continue until Client gives notice of cancellation. Client acknowledges responsibility for paying for the full service fee every ninety (90) days. 

7. Term

This agreement shall have an initial term of ninety (90) days (“Term”) commencing on the date of the onboarding call. At the end of the initial Term this Agreement shall automatically be renewed for an additional term of ninety (90) days unless either party advises the other in writing at least seven (7) days before the end of the current Term that it wishes to terminate this Agreement, in which case this Agreement shall end at the end of the current Term. In this Agreement references to the “Term” of this Agreement include the initial Term and any renewal Term. 

8. Representations and Warranties 

Each party represents and warrants to the other that: (a) it is an entity in good standing under the laws of its jurisdiction of incorporation, (b) it has the full right and authority to enter into, execute, and perform its obligations under the Agreement, and (c) the execution, delivery and performance of the Agreement and the consummation of the obligations contemplated by it, have been duly authorized by the requisite corporate action on its part.

9. Confidentiality

In this Agreement “Confidential Information” means any confidential or proprietary information relating to either party to this Agreement. Notwithstanding the foregoing, the term Confidential Information does not include information that (a) was in the public domain at the time it was communicated to the receiving party by the disclosing party; (b) entered the public domain after the time it was communicated to the receiving party by the disclosing party through no fault of the receiving party; (c) was rightfully in the receiving party’s possession free of any obligation of confidence at the time it was communicated to the receiving party by the disclosing party; or (d) it was developed by the receiving party independently of and without reference to any information communicated to the receiving party by the disclosing party.

Both parties agree that, during the Term and thereafter, except as expressly permitted by the other party to this Agreement, they will make best efforts to protect the confidentiality of the other party’s Confidential Information in their possession and will not disclose the Confidential Information of the other party to any third party, nor will they use their Confidential Information for any purpose unrelated to discharging their obligations under this Agreement. Each party shall promptly disclose to the other any breach of this provision. Each party shall bind its employees and subcontractors who have access to the other party’s Confidential Information to the terms and conditions substantially as protective as this provision respecting the handling of such Confidential Information.

Notwithstanding the foregoing each party shall be entitled to disclose the other’s party Confidential Information (i) to their legal and other professional advisors provided such advisors are bound by professional confidentiality; and (ii) if required by law do so, provided that the disclosing party shall immediately inform the other party in writing of such disclosure and take any reasonable steps necessary to provide the other party an opportunity to intervene to limit the scope of such disclosure.

Any disclosure of Confidential Information by a party in breach of this Agreement may result in irreparable harm to the other party which cannot be adequately compensated in damages and in the event either party discloses or threatens to disclose any Confidential Information in breach of this Agreement, the other party shall be entitled to an injunction restraining the party who so threatens or reveals the Confidential Information from disclosing same.  The right to secure an injunction is not exclusive and the party who seeks it may pursue other remedies available at law or equity including the recovery of monetary damages.

10. General

Entire Agreement.  This Agreement is the sole and entire Agreement between the parties relating to the subject matter hereof, and supersedes all prior understandings, agreements and documentation relating to such subject matter, whether oral or in writing. 

Amendments. The Agreement may only be amended by the mutual written consent of both parties. No party shall claim any amendment, modification, or release from any provision hereof by mutual agreement, acknowledgment, unless in writing and signed by an authorized representative of each party.

No Waiver.  Neither party will be deemed to have waived any of its rights under the Agreement by lapse of time or by any statement or representation other than (i) by an authorized representative and (ii) in an explicit written waiver. No waiver of a breach of the Agreement will constitute a waiver of any prior or subsequent breach of this Agreement.

Severable Provisions.  In the event that any article, section, clause, paragraph or subparagraph of this Agreement shall be held to be indefinite, invalid, illegal or otherwise voidable or unenforceable for any reason whatsoever, the unenforceability or invalidity shall not affect the enforceability or the validity of the remaining portions of this Agreement, and such unenforceable or invalid article, section, clause, paragraph or subparagraph shall be severable from the remainder of this Agreement.

No Joint Venture. The relationship of the parties shall at all times be that of independent contractors and is not, and no party shall represent itself to be an agent, joint venturer, partner, officer, director or employee of the other party. The relationship under the Agreement shall not create any legal partnership, franchise relationship, or other form of legal association between the parties that would impose a liability between the parties or to third parties. Neither party shall have authority to contract for or bind the other party in any manner whatsoever.

Assignment.  Neither party may assign or delegate its duties under the, in whole or in part, without the non-assigning party’s prior written consent, and any purported assignment in breach of this section shall be of no force and effect.  

Enurement. The Agreement shall enure to the benefit of and be binding upon the parties and their respective successors and assigns.

Governing Law. This agreement is made under, and must be interpreted and enforced in accordance with, the laws of the State of Florida without giving effect to those principles of conflict of laws that might otherwise require the application of the laws of another jurisdiction and excluding the Convention for the International Sale of Goods. Any arbitration, enforcement of an arbitration award, or litigation must be brought in District Court, Pinellas County, State of Florida or the U.S. District Court for the Middle District of Florida, if appropriate, and each party submits to the exclusive jurisdiction of those courts and waives the right to change venue. Each party further consents to the exercise of personal jurisdiction by any such court with respect to any such proceeding.

Force Majeure. Notwithstanding any other provision of this Agreement, no Party shall be deemed in default or breach of this Agreement or liable for any loss or damages or for any delay or inability to perform its obligations under this Agreement if the delay or inability arises from any cause beyond the reasonable control of that Party including acts of God, flood, fire, public health emergency, pandemic or communicable disease outbreak, earthquake, tsunami, war, terrorism, riot or other civil unrest, embargoes or blockades in effect on or after the date of these Terms, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of law or any action taken by a governmental or public authority, including restrictions resulting from a health emergency, pandemic or communicable disease outbreak, such as quarantines or other governmental restrictions. (each, a “Force Majeure Event”). In the event that a party is unable to perform its duties under this Agreement due to a Force Majeure event, it shall promptly provide the other party with written notice of the same, including setting out in reasonable detail the circumstances of the Force Majeure event and when it can be expected to terminate. The Parties shall promptly resume performance hereunder after the Force Majeure Event has passed, however, if a delay continues for ninety (90) days or more. 

Legal Advice and Interpretation. Each of the parties hereto acknowledges that each party had an opportunity to obtain legal advice before entering into the Agreement. The parties further agree that no law or rule of construction shall be raised or used in which the provisions of the Agreement shall be construed in favor or against any party hereto because one is deemed to be the author thereof.

Headings. The division of the Agreement into articles, sections, subsections and paragraphs and the insertion of headings are for convenience and reference only and shall not affect the construction or interpretation of the Agreement.  The articles, section, subsection and paragraph headings in the Agreement are not intended to be full or precise descriptions of the text to which they refer and shall not be considered part of the Agreement.

Number and Gender. In the Agreement, words importing the singular include the plural and vice versa; and words importing gender include all genders.

Counterparts. This Agreement may be executed in any number of separate original counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one agreement. Delivery of an executed counterpart of a signature page to this Agreement by fax or email shall be effective as delivery of a manually executed counterpart, and if so executed and transmitted, this Agreement will be for all purposes as effective as if the parties had delivered and executed original copies of the same. 

Attorney’s Fees. In the event of a dispute arising under this Agreement, any and all reasonable costs of collection, including attorneys’ fees at all levels and Courts, shall be reimbursed to the prevailing party from the non-prevailing party. In any dispute involving monies owed to us, we shall be entitled to all costs of collection, including reasonable attorney’s fees and interest at 18% per annum or the highest rate allowed by law, whichever is less. 

Jury Waiver

TO THE EXTENT PERMITTED BY APPLICABLE LAW THEN IN EFFECT, EACH OF THE PARTIES HERETO WAIVE THE RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING SEEKING ENFORCEMENT OF SUCH PARTY’S RIGHTS UNDER THIS AGREEMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY OR ENTERED INTO IN CONNECTION HEREWITH OR THEREWITH OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Time is of the Essence. With regard to all dates and time periods set forth or referred to in this agreement, time is of the essence.