Service Agreement.

01Services

Wadsway provides done-for-you lead generation services for home service businesses. Services include, but are not limited to:

• Meta (Facebook and Instagram) advertising campaign management
• AI-powered SMS lead qualification and appointment booking
• Performance reporting and dashboard access
• Ongoing campaign optimization and consultation

The specific scope of services delivered may evolve over time as platforms, tools, and best practices change. Wadsway reserves the right to modify the technical implementation of these services at its discretion, provided the core deliverables remain consistent with what was offered at the time of subscription.

02Fees & Billing

Client agrees to pay the recurring monthly subscription fee selected at checkout. Subscription fees are billed in advance on a monthly basis on the date of initial purchase and on the same calendar day each month thereafter.

Ad Spend Is Separate

The Wadsway subscription fee covers our services only. Client is solely responsible for funding their own advertising spend directly to Meta (Facebook/Instagram) through their own payment method on their own ad account. Wadsway does not collect, hold, or invoice for ad spend.

Failed Payments

If a subscription payment fails, Wadsway may pause services until payment is successfully processed. Repeated payment failures may result in account termination at our discretion.

03Cancellation

You may cancel your subscription at any time. To cancel, provide written notice to Wadsway at [email protected] prior to your next billing date.

Cancellation will take effect at the end of your current billing period. You will continue to have access to services through the end of the period you have already paid for. No refunds will be issued for the current billing period.

If notice is not received before the next billing date, the upcoming month's subscription will be charged as scheduled, and cancellation will take effect at the end of that subsequent billing period.

04Client Obligations

To ensure successful delivery of services, Client agrees to:

• Provide accurate, complete, and timely information during onboarding and throughout the engagement
• Grant Wadsway necessary access to platforms, accounts, and tools required to deliver services (including Facebook Business Manager, ad accounts, and related platforms)
• Fund their own advertising spend on Meta directly
• Show up to and conduct consultations and appointments booked through the system
• Log appointment outcomes and results in the provided system to enable optimization
• Comply with all applicable laws, including consumer protection, advertising, and TCPA regulations
• Not engage in fraudulent, deceptive, or misleading advertising practices

Wadsway is not liable for delays, gaps in service, or underperformance caused by Client's failure to meet these obligations.

05Access & Authority

By engaging Wadsway, Client grants Wadsway authority to act on their behalf for purposes related to delivering the services, including but not limited to:

• Managing Meta ad campaigns within Client's ad account
• Submitting required compliance information to phone carriers and SMS regulatory bodies (such as A2P 10DLC registration)
• Communicating with Meta, third-party platforms, and integration providers as needed
• Sending automated text messages to leads on Client's behalf

Client retains ownership of all platform accounts (Facebook page, ad account, business manager, calendar, etc.) at all times. Wadsway operates these accounts only as an authorized partner and will relinquish access upon termination of the Agreement.

06Intellectual Property

Client Property

Client retains all rights, title, and interest in their business name, logos, trademarks, brand assets, customer data, and any pre-existing intellectual property provided to Wadsway.

Wadsway Property

Wadsway retains all rights, title, and interest in the ad creative, copy, audience targeting strategies, automation workflows, AI prompts, dashboards, and any other materials we develop in the course of delivering services. While Client may use these assets for the duration of the active subscription, Client does not acquire ownership of these materials.

License to Use

Wadsway grants Client a non-exclusive, non-transferable license to use the ad creative and related assets we produce, solely for the purpose of running ads through their own accounts during the active subscription period. This license terminates upon cancellation or termination of the Agreement.

Portfolio & Case Studies

Client grants Wadsway permission to use the Client's name, logo, anonymized performance results, and ad creative produced during the engagement in Wadsway's portfolio, marketing materials, case studies, and promotional content.

07Confidentiality

Both parties agree to keep confidential any non-public information shared during the engagement, including business operations, financial data, customer lists, pricing strategies, and proprietary processes. Confidential information will not be disclosed to third parties except as necessary to deliver services or as required by law.

This obligation survives termination of the Agreement and continues for two (2) years after the engagement ends.

08Third-Party Platforms

Services rely on third-party platforms including but not limited to Meta (Facebook/Instagram), Stripe, Twilio, Go High Level, and various phone carriers. Wadsway is not responsible for:

• Outages, downtime, or service disruptions on third-party platforms
• Account suspensions, bans, or restrictions imposed by third-party platforms on Client accounts
• Changes to third-party platform policies, pricing, or features that impact service delivery
• Data loss or security breaches occurring on third-party systems

While Wadsway will use commercially reasonable efforts to mitigate the impact of third-party issues, ultimate responsibility for these platforms rests with their respective operators.

09No Performance Guarantee

Wadsway provides marketing services, not guaranteed business outcomes. While we will use industry best practices and our experience to drive results, we do not guarantee any specific number of leads, appointments, sales, revenue, return on ad spend, or business outcomes.

Marketing performance depends on numerous factors outside Wadsway's control, including but not limited to: market conditions, seasonality, competition, Client's offer and pricing, Client's ability to convert leads, customer service quality, geographic factors, and changes to advertising platforms. Client acknowledges that no specific results are promised or guaranteed.

10Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WADSWAY'S TOTAL LIABILITY TO CLIENT FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY CLIENT TO WADSWAY IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

Wadsway shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, lost revenue, lost business opportunities, or loss of data, even if Wadsway has been advised of the possibility of such damages.

11Indemnification

Client agrees to indemnify, defend, and hold harmless Wadsway, its officers, members, employees, and contractors from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Client's use of the services in violation of this Agreement or applicable law
• Content, claims, or representations provided by Client and used in advertising
• Client's products, services, or business operations
• Client's interactions with leads, customers, or third parties
• Any breach of Client's representations, warranties, or obligations under this Agreement

12Term & Termination

This Agreement begins on the date Client subscribes to Wadsway services and continues on a month-to-month basis until terminated by either party.

Termination for Cause

Wadsway may terminate this Agreement immediately, without refund, if Client:

• Fails to pay subscription fees
• Engages in fraudulent, deceptive, or illegal advertising practices
• Violates platform terms of service in a way that risks Wadsway's accounts or reputation
• Breaches any material provision of this Agreement
• Engages in abusive, threatening, or harassing conduct toward Wadsway personnel

Effect of Termination

Upon termination, Wadsway will return administrative access to Client's accounts and pause all ongoing services. Client retains ownership of their platform accounts. The license to use Wadsway-produced materials (Section 6) terminates immediately. Confidentiality obligations (Section 7) survive termination.

13Governing Law

This Agreement is governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict of laws principles. Any disputes arising out of or related to this Agreement shall be resolved exclusively in the state or federal courts located in Bucks County, Pennsylvania, and both parties consent to the personal jurisdiction of such courts.

14Changes to Agreement

Wadsway reserves the right to update or modify this Agreement at any time. Material changes will be communicated to active Clients via email at least thirty (30) days before taking effect. Continued use of services after the effective date of changes constitutes acceptance of the updated terms. If Client does not agree to the updated terms, Client's sole remedy is to cancel the subscription before the changes take effect.

15Contact

Questions about this Agreement should be directed to:

Wadsway LLC
Email: [email protected]
Phone: (215) 796-2460
Web: wadsway.com