Terms of Service

This Master Services Agreement ("Agreement") governs the relationship between Arcalea, LLC, an Illinois limited liability company ("Arcalea"), and the client ("Client") identified in any executed Quote, order form, or statement of work that references these terms. By engaging Arcalea's services, Client agrees to be bound by the terms and conditions set forth below. These terms and conditions shall be effective and controlling to the parties even absent a separately executed signature page.

1. Agreement

This Agreement, together with any Quotes, order forms, or statements of work executed by both parties, constitutes the entire agreement between Arcalea and Client with respect to the subject matter hereof. It supersedes all prior negotiations, representations, warranties, and understandings between the parties. In the event of a conflict between this Agreement and any Quote or statement of work, the terms of the Quote or statement of work shall control with respect to the specific engagement described therein.

2. Definitions

As used in this Agreement:

• "Arcalea IP" means all proprietary methodologies, frameworks, algorithms, software, tools, templates, and know-how developed by Arcalea independent of any Client engagement, including the Galileo and Compass platforms.
• "Client" means the entity identified in the applicable Quote or statement of work.
• "Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
• "Quote" means any written proposal, order form, or statement of work executed by both parties that describes specific services and associated fees.
• "Services" means the digital marketing, analytics, technology, and related professional services described in an applicable Quote.
• "Work Product" means deliverables created specifically for Client under this Agreement, excluding Arcalea IP.

3. Services

Arcalea will provide Services as described in each executed Quote. All Quotes are incorporated into this Agreement by reference. Any services not explicitly described in a Quote require a written amendment agreed to by both parties before work commences. Arcalea's estimates of scope, timeline, and outcomes represent reasonable projections based on the best information available at the time of the Quote and are not guarantees of specific results.

Arcalea reserves the right to use subcontractors in the performance of Services, provided that Arcalea remains responsible for such subcontractors' performance of obligations under this Agreement.

4. Term and Termination

This Agreement becomes effective on the date Client first engages Arcalea's Services and continues for the longer of: (a) the expiration date of all active Quotes, or (b) two (2) years from the effective date. Thereafter, this Agreement automatically renews for successive one-year terms unless either party provides written notice of non-renewal at least ninety (90) days prior to the end of the then-current term.

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within thirty (30) days of written notice specifying the breach in reasonable detail. Arcalea may terminate for non-payment if Client fails to remit payment within ten (10) business days of written notice of delinquency.

Upon termination, Client shall pay all fees and expenses accrued through the termination date. Any provisions that by their nature should survive termination will do so, including confidentiality, intellectual property ownership, limitation of liability, and governing law.

5. Payment Terms

Fees are due within fifteen (15) days of invoice date and shall be paid in United States Dollars via wire transfer or ACH. Late payments accrue interest at the lesser of 1.5% per month or the maximum amount permitted by applicable law, calculated from the due date. Client is responsible for all applicable federal, state, and local taxes arising from the Services, excluding taxes on Arcalea's net income.

Client shall reimburse Arcalea for reasonable out-of-pocket expenses incurred in connection with the Services, including travel, lodging, and meals, provided such expenses are pre-approved by Client in writing or are otherwise consistent with a project budget set forth in the applicable Quote.

Arcalea reserves the right to suspend Services for any account that remains more than thirty (30) days past due, without liability to Client for any resulting delays or service interruption.

6. Data, Analytics, and Warranty Disclaimers

Arcalea provides analytics dashboards, reporting tools, and data representations as part of its Services. Client acknowledges that digital advertising and search data are inherently subject to platform-side variability, attribution model differences, sampling, and third-party reporting limitations. Accordingly, Arcalea makes no warranties as to the integrity, timeliness, completeness, or accuracy of any data representations, dashboard outputs, or analytics results.

7. Ownership Rights and Work Product

Subject to full and timely payment of all fees, Arcalea assigns to Client all right, title, and interest in Work Product created specifically for Client under this Agreement. Notwithstanding the foregoing, Arcalea retains all rights in and to Arcalea IP, including all proprietary methodologies, frameworks, algorithms, platform technologies (including Galileo and Compass), and pre-existing intellectual property incorporated into any deliverable.

Client grants Arcalea a limited, non-exclusive, royalty-free license to display Client's name, logo, and general descriptions of the Services in Arcalea's marketing materials, case studies, and portfolio, provided Arcalea does not disclose Client's Confidential Information without prior written consent.

8. Confidentiality

Each party agrees to protect the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than a commercially reasonable degree of care. Neither party shall disclose the other's Confidential Information to any third party without prior written consent, except to employees or contractors who have a need to know and are bound by confidentiality obligations no less restrictive than those in this Agreement.

These obligations do not apply to information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was known to the receiving party prior to disclosure; (c) is independently developed without use of the Confidential Information; or (d) is required to be disclosed by law or court order, provided the disclosing party gives prompt written notice to the other party and cooperates in seeking a protective order.

9. Representations and Warranties

Each party represents and warrants that: (a) it has full authority to enter into and perform this Agreement; (b) this Agreement does not conflict with any other agreement to which it is a party; and (c) it will comply with all applicable laws and regulations in connection with its performance hereunder.

Client further represents and warrants that it holds all rights necessary to provide any materials, data, or content furnished to Arcalea, and that such materials do not infringe any third-party intellectual property rights.

10. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

ARCALEA'S AGGREGATE LIABILITY TO CLIENT ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY RECEIVED BY ARCALEA FROM CLIENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. Infrastructure and Technology

Certain Services may be delivered through or depend on third-party platforms, advertising networks, search engines, or data providers. Arcalea is not responsible for changes to third-party platform policies, algorithm updates, data access restrictions, or service interruptions caused by such third parties. Arcalea will use commercially reasonable efforts to notify Client of material changes affecting Service delivery and to propose appropriate adjustments to the scope or approach of Services.

12. Miscellaneous

12.1 Entire Agreement; Amendments

This Agreement, together with all incorporated Quotes and statements of work, constitutes the entire agreement between the parties with respect to its subject matter. No amendment to this Agreement is valid unless made in writing and signed by authorized representatives of both parties.

12.2 Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of law provisions. The parties irrevocably consent to the exclusive jurisdiction of the state and federal courts located in Cook County, Illinois for resolution of any dispute arising under or in connection with this Agreement. Each party waives any right to a trial by jury in any action or proceeding arising out of or relating to this Agreement.

12.3 Dispute Resolution

Before initiating formal legal proceedings, the parties agree to attempt to resolve any dispute through good faith negotiation. If negotiation does not resolve the matter within thirty (30) days of written notice, either party may request mediation in Chicago, Illinois, with a mediator selected through a recognized local conflict resolution center. The cost of mediation shall be shared equally by both parties.

12.4 Force Majeure

Neither party shall be liable for any delay or failure in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, governmental action, labor disputes, or widespread internet or infrastructure outages, provided the affected party gives prompt written notice and uses commercially reasonable efforts to mitigate the impact.

12.5 Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and all other provisions shall remain in full force and effect.

12.6 Waiver

No waiver of any provision of this Agreement shall be effective unless made in writing. A party's failure to enforce any right under this Agreement shall not constitute a waiver of that right for future purposes.

12.7 Assignment

Neither party may assign this Agreement or any rights hereunder without the other party's prior written consent, except that Arcalea may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation of this section is void.