MBD Enterprise Group, LLC d/b/a TopLine Media Group (“TLMG”), a Georgia Limited Liability Company, provides digital advertising, marketing, and related services to clients who accept this Service Agreement electronically through the TLMG onboarding process.

 

By accepting this Agreement online, the Client acknowledges and agrees that: 

– Their electronic acceptance constitutes their legally binding signature. 

– TLMG has recorded their identity, company information, acceptance timestamp, IP address, and agreement version. 

– This Agreement governs all services provided by TLMG unless superseded by a mutually signed written agreement. 

1. Services Provided

TLMG provides digital advertising and marketing services, including but not limited to: 

– Creative services (ad copywriting, graphic design, multimedia production) 

– CRM integration and data management support 

– Data analytics, performance reporting, and conversion tracking 

– Email marketing strategy, automation, and execution 

– Influencer marketing and third-party outreach coordination 

– Media planning, negotiation, and placement 

– Paid media campaign management (search, social, display, video, remarketing, etc.) 

– Search engine optimization (SEO) and content marketing 

– Social media management and marketing (SMM) 

– Strategy development and ongoing marketing consultation 

– Website design, development, and landing page optimization 

– Website hosting and maintenance 

 

Project Scope 

Specific services for each engagement will be defined in individual invoices, order forms, or written Statements of Work (SOW). Only services expressly listed in a given invoice or SOW are included. Additional services require written approval. 

 

2. Payment Terms

Payment terms for service and management fees are specified in each invoice. 

 – Failure to remit payment by the due date may result in immediate suspension of services. 

– Payments may be made by electronic transfer, check, or PayPal. 

– PayPal payments incur a 5.0% transaction fee. 

 

3. Media Buying

For advertising engagements:
A. Client authorizes TLMG to purchase media on the Client’s behalf.
B. Client agrees to pay all media costs directly to media platforms and vendors. TLMG is not responsible for unpaid media invoices, late fees, collections, or any associated costs.

 

4. Limitation of Liability

To the maximum extent permitted by law, TLMG and its officers, employees, members, agents, suppliers, and affiliates shall not be liable for any indirect, incidental, consequential, punitive, or special damages, including but not limited to: 

– Lost business or lost profits 

– Data loss or corruption 

– Business interruption 

– Replacement service costs 

– Damages arising from third-party platforms or vendors 

This limitation applies regardless of negligence or breach, even if TLMG was advised of the possibility of such damages. 

 

5. Indemnification

Client agrees to defend, indemnify, and hold harmless TLMG and its affiliates from all claims, liabilities, damages, and expenses (including attorney’s fees) arising from: 

– Client’s use of TLMG’s services 

– Client’s negligent or intentional acts 

– Client’s breach of this Agreement 

– Claims by Client’s customers, vendors, or third parties relating to services rendered hereunder 

 These indemnification obligations survive termination. 

 

6. Term and Termination

This Agreement becomes effective upon the Client’s electronic acceptance. 

 Either party may terminate at the end of any calendar month, with or without cause. Notices must be submitted in writing (email is acceptable). 

 Upon termination: 

– Client must immediately pay all outstanding invoices. 

– TLMG’s indemnification rights survive. 

 

 7. Notices

All notices shall be sent to: 

 TopLine Media Group   

c/o Brooks Donner   

2897 N. Druid Hills Road, Suite 299   

Atlanta, Georgia 30329   

email@toplinemediagroup.com 

 

8. Governing Law

This Agreement is governed by the laws of the State of Georgia. All disputes shall be resolved exclusively in DeKalb County, Georgia.

 

 9. Confidentiality & Trade Secrets

Client agrees not to disclose or misuse any TLMG Confidential Information for three (3) years following termination. 

Trade Secrets shall remain confidential indefinitely. 

Definitions: 

– Confidential Information: Non-public information relating to TLMG’s business. 

– Trade Secrets: Proprietary information with economic value that TLMG protects through reasonable efforts. 

 

10. Litigation Warranty

Client represents that no litigation or proceedings exist that would impair their ability to enter into or perform under this Agreement. 

 

11. Entire Agreement

This Agreement constitutes the entire understanding between the parties. Modifications must be in writing and approved by both parties. 

 

12. Assignment

Client may not assign this Agreement without TLMG’s written consent. TLMG may assign this Agreement to a successor entity. 

 

13. Severability

If any provision is deemed unenforceable, the remaining provisions remain valid. 

 

14. Headings

Headings are for convenience only and do not alter the meaning of any section. 

 

15. Version Control

This Agreement is presented electronically and accepted via clickwrap. The version in effect at the time of the Client’s acceptance governs their engagement. TLMG may update this Agreement for future clients at any time. 

 

Acceptance 

By completing the TLMG onboarding process and checking the acceptance box, the Client acknowledges and agrees to be bound by this Agreement.