BEEMIGHTY PLUS MASTER SERVICE AGREEMENT
PREAMBLE & ACCEPTANCE
These BeeMighty Plus Master Terms (the "Master Terms") are entered into by BeeMighty.Buzz LLC, a North Carolina limited liability company ("BeeMighty"), and the client identified in the applicable Scope of Work ("Client"). These Master Terms are incorporated by reference into each Scope of Work ("SOW") that references them. Together, an executed SOW and these Master Terms form the "Agreement" between the parties for the services described in that SOW. By signing an SOW that references these Master Terms, Client agrees to these Master Terms.
SECTION 1: DEFINITIONS
Capitalized terms have the meanings given below or where defined elsewhere in these Master Service Agreement or in the SOW.
"Agreement" means an executed SOW together with these Master Terms.
"Scope of Work" or "SOW" means a BeeMighty Plus scope-of-work document signed by the parties that describes the Services, the Campaign Schedule, and the fees for an engagement.
"Services" means the marketing and related services described in an SOW and its Campaign Schedule.
"Campaign" and "Campaign Schedule" mean a set of marketing activities and channels, and the schedule (Exhibit A to the SOW) recording the activities, channels, complexity tier, and fees BeeMighty will deliver for a given quarter.
"Deliverables" means the materials BeeMighty creates and delivers for Client under an SOW — for example, advertising creative, copy, landing pages, email templates, and brand assets.
"Work Product" means BeeMighty’s methods, templates, tools, know-how, and pre-existing materials used to perform the Services.
"Client Materials" means materials, brand assets, accounts, and information the Client provides.
"Client Data" means personal or business data the Client provides or makes accessible, including customer lists and audience data.
"Advertising Platform" or "Platform" means a third-party advertising or media platform — for example, Meta, Google, TikTok, LinkedIn, X, Microsoft, and similar services.
"Media Spend" or "Ad Spend" means amounts paid to Advertising Platforms for media.
"Effective Date" means the date stated in the SOW.
"Confidential Information" has the meaning given in Section 11.
SECTION 2: STRUCTURE OF THE AGREEMENT & ORDER OF PRECEDENCE
2.1 Incorporation.
These Master Terms govern all BeeMighty Plus engagements and are incorporated by reference into each SOW. The SOW is the signed commercial instrument; these Master Terms are the governing legal terms, hosted by BeeMighty and referenced in the SOW.
2.2 Order of precedence.
In the event of a conflict, the SOW controls for commercial terms (fees, term, scope, and the Campaign Schedule), and these Master Terms control for all other (legal) terms.
2.3 Updates.
BeeMighty may update these Master Terms from time to time. The version in effect when an SOW is signed governs that SOW for its then-current term; updated Master Terms apply on renewal, with notice to Client.
SECTION 3: SERVICES; CAMPAIGN SCHEDULES, CHANGES
3.1 Services.
BeeMighty will perform the Services described in each SOW and its Campaign Schedule in a professional and workmanlike manner. BeeMighty’s delivery obligation for a quarter is the set of activities and channels listed in that quarter’s Campaign Schedule. The BeeMighty Plus activity catalog is available to Client as part of the Plus relationship; it does not obligate BeeMighty to perform every activity or channel in every quarter.
3.2 Changes.
Either party may request a change to the Services. A change that increases scope, effort, or cost is documented and priced in a written change to the Campaign Schedule or a new SOW, and takes effect once both parties agree in writing. BeeMighty is not obligated to perform changed work before then.
3.3 Subcontractors.
BeeMighty may use qualified subcontractors to perform part of the Services and remains responsible for the Services it subcontracts.
SECTION 4: CLIENT RESPONSIBILITIES
4.1 Cooperation.
Client will provide timely materials, approvals, access, and a decision-maker able to set direction — consistent with the four qualification questions described in the SOW. BeeMighty’s timelines assume this cooperation; delays caused by Client may shift schedules and are not a breach by BeeMighty.
4.2 Accuracy of Client information.
Client is responsible for the accuracy and legality of information about its products, services, offers, and customers that it furnishes for the Services.
4.3 Accounts and access.
Client will grant BeeMighty the access it needs to Advertising Platforms, analytics, and its website, and will maintain ownership of its own accounts. Client is responsible for the acts of its personnel and for keeping its credentials secure.
SECTION 5: APPROVALS; ACCEPTANCE OF DELIVERABLES
5.1 Approval before publishing.
BeeMighty will obtain Client’s approval before publishing campaigns, placing advertising, or sending communications on Client’s behalf. Client is responsible for what it approves.
5.2 Review.
Client will review Deliverables within five (5) business days of delivery. A Deliverable that Client does not reject in writing, with specific reasons, within that period is deemed accepted.
5.3 Corrections.
On a timely, reasonable rejection, the parties will confer and BeeMighty will make reasonable corrections to conform the Deliverable to the SOW. Repeated changes that go beyond conforming the Deliverable are handled as a change under Section 3.2.
SECTION 6: ADVERTISING PLATFORMS AND ACCOUNTS
6.1 Platform terms govern.
Advertising Platforms are operated by third parties and are subject to their own terms and policies. Client is responsible for complying with the terms of any Platform used for its campaigns.
6.2 Platform actions.
A Platform may change, suspend, reject, throttle, or remove an account, content, or advertising at its discretion, including for the use of automated or artificial-intelligence-generated content. BeeMighty is not responsible for a Platform’s decisions or for the performance, availability, pricing, or policies of any Platform.
6.3 Accounts.
Advertising and business accounts created for or on behalf of Client belong to Client. BeeMighty’s access to those accounts ends when the Agreement ends, except as reasonably needed to wind down active campaigns.
SECTION 7: MEDIA SPEND
7.1 Fees exclusive of media.
BeeMighty’s management fees do not include Media Spend. Media Spend is paid to the Platforms and is funded by Client, either directly or through BeeMighty by written arrangement.
7.2 Budgets.
BeeMighty will manage campaigns within the budget stated in the SOW or Campaign Schedule and will not knowingly exceed it without Client’s approval. Where a management fee is set as a percentage of advertising spend, it is calculated on projected spend as stated in the SOW, not actual spend, unless the SOW says otherwise.
7.3 No undisclosed markup.
Where Media Spend is funded through BeeMighty, any management basis (for example, a percentage of projected spend) is stated in the SOW.
SECTION 8: ADVERTISING AND MARKETING COMPLIANCE; SECURITIES CARVE-OUT
8.1 Client claims.
Client represents that its products, services, offers, and claims are lawful, accurate, and substantiated. Client is responsible for its own regulatory obligations.
8.2 Marketing laws.
BeeMighty will follow generally accepted advertising practices and applicable Platform and legal requirements for disclosure, including U.S. Federal Trade Commission (FTC) guidance on endorsements and material connections, the CAN-SPAM Act for commercial email, and the Telephone Consumer Protection Act (TCPA) for text messaging. Client will provide the consents and opt-ins required for any contact lists it supplies.
8.3 Securities and regulated-offering carve-out.
The Services may include drafting advertising copy and placing required compliance footers. The Services do not include authoring securities disclosures, offering documents, or other regulated-offering language. Where a campaign touches regulated territory — including any offering regulated by the U.S. Securities and Exchange Commission (SEC) — Client, or Client’s compliance portal or counsel, supplies that language, and BeeMighty places it as directed. Client is responsible for the accuracy and compliance of that language.
8.4 Industry rules.
Where a campaign is subject to industry-specific rules — for example, financial, health, or alcohol advertising — Client is responsible for identifying those rules and for the compliance of its content and offers.
SECTION 9: NO GUARANTEE OF RESULTS
9.1 BeeMighty performs the Services in a professional and workmanlike manner. BeeMighty does not guarantee any specific result, including leads, sales, revenue, return on advertising spend, search rankings, impressions, engagement, or conversions. Estimates and projections are forward-looking and are not commitments.
SECTION 10: FEES; PAYMENT; BILLING
10.1 Fees.
Client will pay the fees set out in the SOW. Fees are exclusive of taxes and of Media Spend.
10.2 Billing.
Build-Out (one-time build) engagement fees are invoiced as stated in the SOW; Client may pay in full up front or over an agreed schedule set out in the SOW. Growth engagement fees are billed monthly over a minimum one-quarter (three-month) term; BeeMighty invoices on the first (1st) of each month with payment due within ten (10) days (Net 10), as stated in the SOW.
10.3 Late payment.
Undisputed amounts not paid when due bear interest at the lower of 1.5% per month or the maximum rate permitted by law from the due date until paid, and a late fee of $50 applies. BeeMighty may suspend Services for any undisputed amount that remains unpaid forty-five (45) days after its due date.
10.4 Setup fees.
Setup and strategy-development fees are earned when the work is performed and are non-refundable once performed, except as stated in the SOW.
10.5 Taxes.
Client is responsible for applicable sales, use, and similar taxes, other than taxes on BeeMighty’s net income.
SECTION 11: CONFIDENTIALITY
11.1 Definition.
"Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.
11.2 Obligations.
Each party will use the other’s Confidential Information only to perform the Agreement, will disclose it only to personnel and subcontractors who need it and are bound to protect it, and will protect it with at least reasonable care.
11.3 Exceptions.
Confidential Information does not include information that is or becomes public without breach, was already known to the receiving party, is independently developed without use of the disclosing party’s Confidential Information, or is rightfully received from a third party. A party may disclose Confidential Information if required by law, with reasonable notice to the other party where permitted.
11.4 Aggregate data.
BeeMighty may collect and use anonymized, aggregated campaign and performance data that does not identify Client or any individual to operate, benchmark, and improve its services.
SECTION 12: DATA PROTECTION AND PRIVACY
12.1 Roles.
As between the parties, Client controls the Client Data it provides. BeeMighty processes Client Data only to perform the Services and on Client’s reasonable instructions.
12.2 Consent.
Client represents that it has the rights and consents needed for any contact lists, audience data, or personal data it provides or asks BeeMighty to use, including any consent required to upload audiences to Advertising Platforms or to send commercial email or text messages.
12.3 Safeguards.
BeeMighty will use reasonable administrative and technical safeguards designed to protect Client Data and will notify Client without undue delay after becoming aware of a breach of security affecting Client Data in BeeMighty’s control.
12.4 Return or deletion.
On Client’s request or at the end of the Agreement, BeeMighty will return or delete Client Data in its control, except for data it must retain by law or that exists in routine backups.
12.5 BeeMighty’s own privacy practices.
BeeMighty’s collection and use of data from its own website and prospects are described in BeeMighty’s public privacy policy, which is separate from this Agreement. If a data processing agreement is required under applicable law, the parties will enter into one that supplements this Section 12.
SECTION 13: INTELLECTUAL PROPERTY; OWNERSHIP; LICENSE
13.1 Client Deliverables.
On full payment of the fees for a Deliverable, BeeMighty assigns to Client the rights it holds in the final Deliverables created specifically for Client under the SOW.
13.2 BeeMighty Work Product.
BeeMighty retains all rights in its Work Product — its methods, templates, tools, know-how, and pre-existing materials — including any improvements developed while performing the Services. BeeMighty grants Client a non-exclusive, perpetual license to use its Work Product to the extent it is embedded in the Deliverables.
13.3 Client Materials and brand license.
Client grants BeeMighty a non-exclusive license to use Client’s brand, trademarks, and Client Materials as needed to perform the Services during the term.
13.4 Portfolio license.
BeeMighty may identify Client as a client and display non-confidential Deliverables in its portfolio and marketing, unless the SOW states otherwise.
13.5 Third-party materials.
Stock assets, fonts, music, and other third-party materials incorporated into Deliverables are licensed under their own terms; BeeMighty will identify material third-party licenses on Client’s request.
SECTION 14: REPRESENTATIONS, WARRANTIES, AND DISCLAIMER
14.1 Mutual.
Each party represents that it has the authority to enter into and perform the Agreement.
14.2 Client.
Client represents that it owns or has the rights to the Client Materials and Client Data it provides and that its products, services, offers, and claims are lawful and substantiated.
14.3 BeeMighty.
BeeMighty represents that it will perform the Services in a professional and workmanlike manner using qualified personnel.
14.4 Disclaimer.
EXCEPT AS EXPRESSLY STATED IN THIS SECTION 14, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS." BEEMIGHTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTY OF RESULTS. BEEMIGHTY IS NOT RESPONSIBLE FOR THE ACTS, POLICIES, OR PERFORMANCE OF ADVERTISING PLATFORMS OR OTHER THIRD PARTIES.
SECTION 15: INDEMNIFICATION
15.1 By Client.
Client will defend, indemnify, and hold harmless BeeMighty and its personnel from third-party claims arising from Client’s products, services, offers, claims, Client Materials, Client Data, or regulated content, or from Client’s breach of the Agreement or violation of law.
15.2 By BeeMighty.
BeeMighty will defend, indemnify, and hold harmless Client from third-party claims that BeeMighty’s original Deliverables, as delivered, infringe that third party’s intellectual property rights, except to the extent the claim arises from Client Materials, Client Data, or Client’s directions or modifications.
15.3 Procedure.
The indemnified party will give prompt written notice of the claim and reasonable cooperation. The indemnifying party controls the defense and settlement, except that a settlement imposing a non-monetary obligation or admission on the other party requires that party’s prior consent, not to be unreasonably withheld.
SECTION 16: LIMITATION OF LIABILITY
16.1 No indirect damages.
Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits or lost business, even if advised of the possibility.
16.2 Cap.
Each party’s total liability under the Agreement is limited to the fees paid by Client under the applicable SOW in the twelve (12) months before the event giving rise to the claim. Media Spend is excluded from the calculation of the cap.
16.3 Exclusions.
The limitations in this Section 16 do not apply to Client’s payment obligations, either party’s indemnification obligations, or a party’s breach of its confidentiality obligations.
SECTION 17: TERM AND TERMINATION
17.1 Term.
The Agreement begins on the Effective Date and continues for the minimum quarterly term stated in the SOW, then renews for successive quarterly terms unless either party gives written notice of non-renewal at least thirty (30) days before the end of the current quarter.
17.2 Termination for cause.
Either party may terminate the Agreement for a material breach that the other party does not cure within thirty (30) days after written notice.
17.3 Effect of termination.
On termination, Client will pay for Services performed and for non-cancelable commitments made through the effective date of termination, including any Media Spend already committed. If Client terminates the Agreement for convenience (for any reason other than BeeMighty’s uncured material breach), Client will pay an early-termination fee equal to fifty percent (50%) of the remaining fees for the agreed length of the engagement.
17.4 Survival.
Sections 7, 8, 10, 11, 12, 13, 14, 15, 16, and 19, and any accrued payment obligations, survive termination or expiration of the Agreement.
SECTION 18: INSURANCE
18.1 Each party will maintain commercially reasonable insurance appropriate to its obligations under the Agreement. BeeMighty will maintain professional liability (errors and omissions) coverage of at least $1,000,000 per occurrence, and will provide a certificate of insurance on Client’s reasonable request.
SECTION 19: MISCELLANEOUS
19.1 Independent contractor.
The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, or employment relationship, and neither party may bind the other.
19.2 Force majeure.
Neither party is liable for a delay or failure to perform (other than a payment obligation) caused by an event beyond its reasonable control, including acts of God, labor disputes, outages, and failures of Platforms, hosting, or telecommunications.
19.3 Governing law and venue.
The Agreement is governed by the laws of the State of North Carolina, without regard to its conflict-of-laws rules, and the parties submit to the exclusive jurisdiction and venue of the state and federal courts located in Mecklenburg County, North Carolina.
19.4 Assignment.
Neither party may assign the Agreement without the other’s prior written consent, except to a successor in a merger, acquisition, or sale of substantially all of its assets. The Agreement binds and benefits the parties’ permitted successors and assigns.
19.5 Notices.
Notices must be in writing to the addresses stated in the SOW and are effective on receipt (or on confirmed electronic delivery where the SOW allows email notice).
19.6 Waiver; severability.
A failure or delay in enforcing a provision is not a waiver. If any provision is held unenforceable, it is modified to the minimum extent necessary and the remaining provisions stay in effect.
19.7 Entire agreement; amendment.
The SOW and these Master Terms are the entire agreement between the parties on their subject matter and supersede prior discussions and proposals. An SOW is amended only in a writing signed by both parties; these Master Terms are updated as provided in Section 2.3.
19.8 Counterparts; electronic signature.
An SOW may be signed in counterparts and by electronic signature, each of which is an original and together one agreement.
19.9 Headings.
Headings are for convenience only and do not affect interpretation.
SECTION 20: CONTACT INFORMATION
Bee Mighty
BeeMighty.Buzz LLC
Address: 20468 Chartwell Center Drive, Suite M, Cornelius, NC 28031
Email: legal@beemighty.buzz
Phone: 866-989-4483
For support inquiries: support@beemighty.buzz
For legal notices: legal@beemighty.buzz
ACKNOWLEDGMENT
BY SIGNING THE PROPOSAL OR THE SOW, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.
