The following definitions apply to this Agreement:

2.1 Billing and Invoicing

The Customer agrees to pay MyPortal the Fees for the Professional Services in accordance with the rates and schedule specified in the Order Form.

• Set-up Fee: The Set-up Fee will be billed upon the signature and submission of the Order Form.
• Ongoing Fees: Ongoing Fees for monthly services shall be billed monthly in advance.
• Payment Due Date: All invoices are due and payable upon receipt.

MyPortal may adjust the rates for ongoing Professional Services by providing the Customer with 30 days' written notice of the adjustment. By continuing to use the Professional Services after the effective date of the rate adjustment, the Customer is deemed to have accepted the new rates.

MyPortal and its licensors retain all right, title, and interest in and to the System, including all software, source code, graphics, and underlying technology. This Agreement grants the Customer only a limited, non-exclusive license to access and use the System solely for the purpose of receiving the Professional Services during the Term.

Upon final payment for the Professional Services, the Customer shall retain full ownership of all Marketing Materials created by MyPortal specifically for the Customer under the Order Form. MyPortal retains no ownership rights but may retain copies solely for archival and internal record-keeping purposes.

The Customer acknowledges that certain Marketing Materials (e.g., website templates, third-party software plugins) include intellectual property owned by third parties and licensed to MyPortal. This specifically includes, but is not limited to, stock media (images and video) sourced via Artlist.io and Envado or similar subscription services.

1. Usage Rights During Term: MyPortal transfers a non-exclusive right to use these third-party elements solely as integrated into the Marketing Materials while this Agreement is in effect. The Customer must comply with any restrictive license terms imposed by the third-party providers.
2. Termination of License: The licenses for this stock media are maintained by MyPortal on a monthly subscription basis. Upon the termination or expiration of this Agreement, the Customer's right to use these specific licensed stock media assets (images and video) immediately ceases.
3. Customer Obligation Post-Termination: If the Customer wishes to continue using any stock media assets sourced via Artlist.io, Invideo, or similar services after the Agreement terminates, the Customer must, at its own expense, independently license those specific assets directly from the respective third-party provider. The Customer agrees that continued use of these assets without obtaining a new, separate license constitutes a breach of this Agreement and may subject the Customer to third-party copyright claims.

Any Feedback provided by the Customer to MyPortal is not confidential. The Customer grants MyPortal a perpetual, irrevocable, worldwide, royalty-free license to use, publish, and exploit any Feedback for any purpose, without any obligation to compensate or credit the Customer or User.

The party receiving Confidential Information ("Receiving Party") shall protect the information by: (i) limiting disclosure to its employees, agents, or contractors who need to know the information to fulfill the Receiving Party's obligations under this Agreement; and (ii) exercising at least the same degree of care it uses to protect its own information of a similar nature, which shall be no less than reasonable care.

The Customer is solely responsible for the legality, accuracy, and appropriate use of all Customer Data. The Customer represents and warrants that:

1. They have all the necessary rights, permissions, and consents required by law (including but not limited to the CAN-SPAM Act, Canada's Anti-Spam Legislation (CASL), and applicable privacy laws such as GDPR and CCPA) to provide the Customer Data to MyPortal and for MyPortal to use such data in connection with the Professional Services (e.g., Email, SMS, and LinkedIn outreach).
2. The Customer's instructions for the use of Customer Data will not cause MyPortal to violate any applicable law or regulation.

If the Initial Term specified in the Order Form is month-to-month, the Customer may terminate this Agreement for convenience by providing 30 days' written notice to MyPortal. Termination for Convenience is not available for any Initial Term of 3 months, 6 months, 12 months, or 24 months.

1. Suspension Right: If the Customer triggers Section 5.2.3, MyPortal shall have the right to immediately suspend all Professional Services (including active ad campaigns, reporting, and maintenance) until the cooperation failure is cured. Suspension does not affect the Customer's obligation to pay the monthly Fees for the duration of the suspension.
2. Restart Fee: To lift the suspension and resume Professional Services, the Customer must provide the missing cooperation and pay a Service Restart Fee. This fee shall be the greater of: (i) $250; or (ii) 30% of the last monthly invoice amount for the suspended services.
3. Termination: If the Customer fails to cure the non-cooperation within 30 days of the service suspension, MyPortal may terminate this Agreement immediately for cause under Section 5.2.2.

If the Customer on a 3-month, 6-month, 12-month, or 24-month Initial Term is dissatisfied with the Professional Services, the following exclusive process for Service Deficiency shall apply:

1. Initial Notice and Triage: The Customer shall promptly notify MyPortal in writing of the specific reasons for dissatisfaction. MyPortal shall have 15 business days from receipt of such notice (the "Triage Period") to investigate, diagnose, and propose a corrective action plan.
2. Remedy Period: Following the Triage Period, MyPortal shall have an additional 60 calendar days (the "Fix Period") to remedy the specified deficiency in the Professional Services.
3. Breach: If MyPortal fails to substantially remedy the deficiency within the combined 75-day period (Triage Period plus Fix Period), the Customer may terminate this Agreement upon written notice, which shall constitute a termination for cause. This remedy is the Customer's sole and exclusive remedy for any service deficiency.

Upon the effective date of termination:

1. Payment Obligation: The Customer remains obligated to pay all Fees incurred up to the date of termination, plus all Fees for services provided during the 30-day "out" period required by Section 5.1 or 5.4.
2. Service Continuation: MyPortal shall continue to provide the Professional Services for 30 days following the date of a valid termination notice (the "30-day Out Period") to allow for an orderly transition.
3. Website Transfer: If applicable, MyPortal shall provide the Customer with a complet folder containing all , code, images, and content of the website within 30 days of the termination date. The Customer is solely responsible for uploading and hosting the website on their own content management system (). MyPortal makes no warranty regarding the function, integration, or compatibility of these transferred files on the Customer's chosen platform or hosting environment.
4. Data Destruction (NEW): The Customer is solely responsible for exporting and archiving all Customer Data and Marketing Materials before the end of the 30-day Out Period. MyPortal reserves the right to destroy, delete, and render permanently inaccessible all Customer Data and Customer Materials remaining on the System and MyPortal's servers immediately after the 30-day Out Period expires.

To the maximum extent permitted by applicable law, in no event shall MyPortal be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to this Agreement, including, without limitation, loss of profits, loss of data, or interruption of business, even if advised of the possibility of such damages.

MyPortal's total cumulative liability for any and all claims arising out of or related to this Agreement shall not exceed the total amount of Fees paid by the Customer to MyPortal in the 12 months immediately preceding the event giving rise to the claim.

EXCLUSION: Notwithstanding the foregoing, the limitations set forth in this Section 6.2 shall not apply to the Customer's obligations to indemnify MyPortal under Section 9.1.

For specific Professional Services (e.g., Google Ads, Meta Ads) where MyPortal agrees in the Order Form to pay third-party advertising platforms on the Customer's behalf:

1. Upfront Billing: MyPortal will bill the Customer the anticipated ad budget Fees prior to the start of the monthly advertising period.
2. Reconciliation: The Customer is only liable for the actual spend recorded by the third-party platform. At the end of each billing cycle, MyPortal will reconcile the billed Fees against the actual spend. MyPortal will provide the Customer with a "Roll-up" log detailing the actual spend, tracked to the penny, and the necessary reconciliation calculation.
3. Over/Under Policy:

• Underspend: If the actual spend is under the billed amount, the difference will be credited back to the Customer on the subsequent invoice.
• Minor Adjustment: Overspend of less than $200 per month will be automatically charged to the Customer on the subsequent invoice.
• Major Adjustment: If the actual spend is over the billed amount by more than $200, MyPortal must flag and receive the Customer's explicit written approval for the overage. If MyPortal proceeds with an unapproved overspend exceeding $200, MyPortal shall be responsible for covering that portion of the overspend.

MyPortal provides all Professional Services on a "commercially reasonable efforts" basis. MyPortal makes no guarantees or warranties regarding the results of any services, including, but not limited to, search engine rankings (SEO), website traffic volume, social media engagement, lead generation, or sales revenue. Actual results may vary based on factors outside of MyPortal's control, including market competition, third-party platform changes, and the Customer's execution of internal sales processes.

1. Platform Changes and Adaptation: The Customer acknowledges that third-party advertising platforms (e.g., Google, Meta) constantly update their policies, algorithms, and technical requirements. MyPortal's Professional Services include actively adapting to such changes; however, MyPortal is not liable for any temporary negative impact on performance caused by such third-party mandates or changes.
2. Platform Security: MyPortal is not responsible for losses, unauthorized spend, data breaches, or suspension of ad accounts resulting from inherent vulnerabilities, downtime, or unavoidable security failures within the third-party advertising platforms themselves.
3. MyPortal Security: MyPortal implements internal security measures consistent with industry standards (e.g., use of antivirus software, mandatory Two-Factor Authentication for all employee access) to protect its systems and control of the Customer's accounts.
4. Customer Account Security: The Customer is solely responsible for maintaining the security of their own credentials, systems, and access points for the ad accounts and related assets. MyPortal shall not be liable for any breach, unauthorized spend, or termination of ad campaigns resulting from the Customer's failure to maintain adequate security (e.g., failing to implement 2FA on their end, using weak passwords, or sharing credentials with unauthorized third parties).

If MyPortal provides hosting for any Marketing Materials (e.g., website maintenance), MyPortal will use commercially reasonable efforts to maintain uptime. However, MyPortal does not warrant uninterrupted access and shall not be liable for losses or damages caused by temporary downtime, server failures, or scheduled maintenance performed by third-party hosting providers (AWS, Duda, etc.).

MyPortal designs Marketing Materials (websites, campaigns) to function correctly on modern, current versions of major internet browsers (e.g., Chrome, Firefox, Safari, Edge) and standard mobile devices. MyPortal does not warrant that the Marketing Materials will perform identically or error-free on all possible devices, operating systems, or outdated browser versions.

Each party represents and warrants to the other that: (i) it has the full corporate right, power, and authority to enter into this Agreement and to perform its obligations hereunder; and (ii) the execution of this Agreement does not violate any other agreement to which it is bound.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MYPORTAL MAKES NO OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND MYPORTAL SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE PROFESSIONAL SERVICES ARE PROVIDED "AS IS."

Neither party may assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, MyPortal may assign this Agreement without consent in connection with a merger, acquisition, or sale of substantially all its assets.

This Agreement, including the Order Form, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.

Sections 2 (FEES AND PAYMENT), 3 (INTELLECTUAL PROPERTY & FEEDBACK), 4 (CONFIDENTIALITY AND DATA COMPLIANCE), 5.5 (Effect of Termination and Wind Down), 6 (LIMITATION OF LIABILITY AND SERVICE DISCLAIMERS), 7 (WARRANTIES AND DISCLAIMER), 8.3 (Survival), and 9 (INDEMNIFICATION AND GOVERNING LAW) shall survive any termination or expiration of this Agreement.

The Customer agrees to indemnify, defend, and hold harmless MyPortal, its officers, employees, and agents from and against all claims, losses, expenses, damages, and costs (including reasonable legal fees) resulting from or arising out of:

1. The Customer's breach of this Agreement.
2. Any claim that the Customer Materials infringe or misappropriate the Intellectual Property Rights or other rights of a third party.
3. Any claims arising from the Customer's failure to comply with Section 4.2 (Customer Data and Regulatory Compliance) or Section 6.5.4 (Customer Account Security).