Terms of Service for Market Pilot Last Updated: June 17, 2025 Welcome to Market Pilot! These Terms of Service ("Terms") govern your access to and use of the services provided by Market Pilot ("Market Pilot," "we," "us," or "our"), located in San Diego, California, United States. By accessing or using our services, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use our services. 1 1. Services Provided Market 2 Pilot provides a range of marketing services, which may include, but are not limited to: ● Search Engine Optimization (SEO) ● Social Media Marketing (SMM) ● Content 3 Creation and Marketing ● Pay-Per-Click (PPC) Advertising Management ● Email Marketing ● Website Design and Development (as it pertains to marketing objectives) ● Marketing Strategy Consulting ● Analytics and Reporting The specic services to be provided to you will be outlined in a separate wrien agreement, proposal, or statement of work ("Service Agreement") entered into between you and Market Pilot. In the event of a conict between these Terms and a Service Agreement, the Service Agreement shall prevail. 2. Client Responsibilities As a client of Market Pilot, you agree to: ● Provide accurate, complete, and timely information and materials as reasonably requested by Market Pilot to facilitate the provision of services. ● Approve content, strategies, and campaigns in a timely manner when required. ● Ensure that all materials and content you provide to Market Pilot comply with all applicable laws and do not infringe on the intellectual property rights of any third party. ● Cooperate with Market Pilot in the execution of the services. ● Promptly pay all fees as outlined in your Service Agreement. 3. Fees and Payment ● Payment Terms: Fees for services will be detailed in your Service Agreement. Unless otherwise specied, invoices are due upon receipt or within a specied number of days as agreed upon. ● Late Payments: Market Pilot reserves the right to charge a late fee or suspend services for overdue payments. ● Refunds: Unless otherwise expressly stated in your Service Agreement, all fees are non-refundable. ● Expenses: Any out-of-pocket expenses incurred by Market Pilot in the performance of the services (e.g., stock photography, advertising spend, third-party soware subscriptions) will be pre-approved by you and billed separately. 4. Term and Termination ● Term: The term of these Terms will commence upon your rst use of our services and will continue until terminated as set forth herein. The term of specic services will be outlined in your Service Agreement. ● Termination by Client: You may terminate your Service Agreement as per the terms outlined within that agreement. ● Termination by Market Pilot: We may terminate your Service Agreement or suspend services immediately without prior notice if you breach any material provision of these Terms or your Service Agreement, or if we reasonably believe that your actions may cause legal liability for Market Pilot. ● Eect of Termination: Upon termination, all outstanding fees become immediately due and payable. Market Pilot will return any client materials in its possession, and you agree to return any Market Pilot property. Certain provisions, including but not limited to sections on Intellectual Property, Condentiality, Disclaimers, Limitation of Liability, and Indemnication, shall survive termination. 5. Intellectual Property ● Client Content: You retain all ownership rights to any content, trademarks, or materials you provide to Market Pilot ("Client Content"). You grant Market Pilot a non-exclusive, royalty-free, worldwide license to use, reproduce, modify, adapt, publish, and display Client Content solely for the purpose of providing the services. ● Market Pilot Content: All intellectual property rights in and to the methodologies, tools, soware, designs, templates, and any other materials developed or used by Market Pilot in providing the services (excluding Client Content) belong exclusively to Market Pilot ("Market Pilot IP"). ● Deliverables: Upon full payment for the services, the intellectual property rights in the specic creative deliverables developed for you as part of the services (e.g., completed ad copy, nalized graphic designs) will be assigned to you, unless otherwise specied in your Service Agreement. Market Pilot retains the right to use such deliverables for porolio and promotional purposes. 6. Condentiality Both parties agree to keep condential all non-public information disclosed by the other party during the course of providing or receiving services, including but not limited to business plans, strategies, nancial information, and technical data ("Condential Information"). Condential Information does not include information that is publicly known, independently developed, or righully obtained from a third 4 party. Both parties shall use Condential Information only for the purpose for which it was disclosed and shall not disclose it to any third party without the other party's prior wrien consent. 7. Disclaimers ● No Guarantees: While Market Pilot strives to provide eective marketing services, we do not guarantee specic results, outcomes, or revenue increases. Marketing eectiveness is inuenced by numerous factors beyond our control, including market conditions, competitor actions, and client cooperation. ● "As Is" Basis: All services are provided on an "as is" and "as available" basis, without any warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, 5 tness for a particular purpose, and non-infringement. ● Third-Party Services: Market Pilot may utilize or recommend third-party services, plaorms, or tools (e.g., social media plaorms, advertising networks, analytics soware). We are not responsible for the availability, performance, or policies of such third-party services. 8. Limitation of Liability To the fullest extent permied by law, in no event shall Market Pilot, its aliates, directors, employees, or agents be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss 6 of prots, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the services; (ii) any conduct or content of any third party on the services; (iii) any content obtained from the services; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, 7 tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose. Market Pilot's total aggregate liability for any and all claims arising out of or in connection with these Terms or the services shall not exceed the total fees paid by you to Market Pilot for the services during the six (6) months immediately preceding the event giving rise to the claim. 9. Indemnication You agree to defend, indemnify, and hold harmless Market Pilot and its licensors, and their respective employees, contractors, agents, ocers, and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to aorney's fees), resulting from or arising out of (a) your use and access of the services, including any data or content transmied or received by you; (b) your violation of any term of these Terms; (c) your violation of any third-party right, including without limitation any right of 8 privacy or intellectual property rights; (d) your violation of any applicable law, rule or regulation; or (e) your gross negligence or willful misconduct. 9 10. Governing Law and Dispute Resolution These Terms shall be governed and construed in accordance with the laws of the State 10 of California, United States, without regard to its conict 11 of law provisions. Any dispute or claim arising out of or in connection with these Terms or 12 the services shall be resolved exclusively in the state or federal courts located in San Diego, California. You agree to submit to the personal jurisdiction of such courts. 11. General Provisions ● Entire Agreement: These Terms, together with your Service Agreement, constitute the entire agreement between you and Market Pilot regarding the services. ● Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions of these Terms will remain in full force and eect. ● Waiver: No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other 13 term, and Market Pilot's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. ● Assignment: 14 You may not assign or transfer these Terms or any rights or obligations hereunder without the prior wrien consent 15 of Market Pilot. Market Pilot may assign these Terms without restriction. ● Changes to Terms: Market Pilot reserves the right, at its sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 16 30 days' notice prior to any new terms taking eect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our services aer any revisions become eective, you agree to be bound by the 17 revised terms. 12. Contact Us If you have any questions about these Terms, please contact us at: 18 Market Pilot [The Market Pilot, San Diego, Ca. 92104. [email protected] 855-528-5105 www.themarketpilot.com