Master Services Agreement

Adstra LLC d/b/a Aletto · 66 Taylor Avenue, Bethel, CT 06801 · [email protected]

Last Updated: June 3, 2026

How you accept this Agreement

You accept this Master Services Agreement ("Agreement") when you check the acceptance box at checkout, sign an Order Form, or begin using the Services, whichever happens first. If you are accepting on behalf of a company, you represent that you have authority to bind it. The specific scope, fees, term, and performance terms of your engagement are set out in the Order Form provided to you, which forms part of this Agreement.

1. Structure of This Agreement

This Agreement sets the standard terms for all engagements between Adstra LLC d/b/a Aletto ("Aletto," "we," "us") and you ("Client," "you"). The specific scope, deliverables, fees, term, and performance terms of each engagement are set out in one or more Order Forms or Statements of Work ("Order Forms") that reference this Agreement. Each accepted Order Form is incorporated into and governed by this Agreement.

Order of precedence. If there is a conflict, the accepted Order Form controls over this Agreement, and this Agreement controls over our website Terms of Service. Our Privacy Policy and Data Processing Agreement govern personal data as described in Section 11.

2. Definitions

Services. The work described in your Order Form, which may include the AI Growth Funnel (Done-For-You) program, the AI Growth Funnel Blueprint (Done-With-You), paid acquisition management, automation builds, consulting, and related work.

Deliverables. The materials and outputs we provide under your Order Form.

Client Materials. Content, brand assets, accounts, data, and information you provide or give us access to.

Ad Spend. Amounts paid to advertising platforms to run campaigns. Ad Spend is separate from our fees.

Qualified Lead. Has the meaning set out in your Order Form. Anything that does not meet that definition does not count toward any performance target.

Confidential Information. Non-public information disclosed by either party that is marked confidential or that a reasonable person would understand to be confidential.

3. Services

We will perform the Services described in your Order Form with reasonable skill and care. We may use employees, contractors, and subprocessors to deliver the Services and remain responsible for their work. We retain discretion over the methods, tools, strategy, and creative approach used, while working toward the goals stated in the Order Form. Changes to scope must be agreed in writing through a revised or additional Order Form.

4. Fees, Ad Spend, and Payment

4.1 Fees. Fees are stated in your Order Form and payable on the schedule it sets.

4.2 Ad Spend is separate. Unless your Order Form states otherwise in writing, Ad Spend is not included in our fees. You fund Ad Spend directly on your own advertising accounts and are responsible for it. We are not liable for the performance, pricing, or policy decisions of advertising platforms.

4.3 Refunds and cancellation.

Initial payment. Your initial payment is refundable only if you request it in writing to [email protected] within 5 days of that payment and before any work, onboarding, or setup has begun.

After work commences. Once work has commenced, fees are nonrefundable except for a duplicate or erroneous charge, the express performance remedy in Section 6, or as required by law.

Recurring or retainer Services. Either party may cancel a recurring or retainer engagement with at least 30 days' written notice before the next billing date. You remain responsible for fees through the end of the then-current billing period.

4.4 Late payment. Overdue amounts may accrue reasonable interest, and we may suspend Services on written notice until payment is current. You are responsible for reasonable costs of collection, including attorney fees.

4.5 Taxes. Fees exclude taxes. You are responsible for applicable taxes other than taxes on our net income.

5. Client Responsibilities

Your results depend on your participation.

You agree to:

Designate a primary point of contact with authority to make decisions.

Provide timely access to accounts, assets, and information we reasonably need.

Review and approve deliverables, creative, and campaign assets within the time stated in your Order Form.

Maintain the agreed Ad Spend during the engagement.

Maintain all consents, notices, and lawful bases required for any data you provide or instruct us to use.

Delays or failures in your responsibilities extend our timelines and any performance measurement window accordingly, and may suspend the performance remedy in Section 6.

6. Performance Terms

6.1 Performance commitment. Any performance commitment, including the metric, the measurement window, and the remedy if a target is not met, applies only if it is expressly stated in your Order Form. If your Order Form does not state a performance commitment, none applies.

6.2 Conditions. Any performance commitment applies only if you have met all Client Responsibilities in Section 5, including funding the agreed Ad Spend, approving assets within the stated time, and providing required access. If you have not, the performance commitment and its remedy do not apply.

6.3 Exclusive remedy. Any remedy stated in your Order Form for a missed performance target is your sole and exclusive remedy for that matter. Outside that remedy, we do not guarantee any specific result, as described in Section 9.

7. Advertising Accounts, Creative, and Data

Unless your Order Form states otherwise, advertising accounts, pixels, and platform assets are owned and controlled by you, and where we set up or manage them, you retain ownership and we have a license to operate them during the engagement. Leads and customer data generated through campaigns are your property and are processed on your behalf as described in Section 11. On termination, once amounts due are paid, we will return or transfer to you the accounts, data, and Deliverables that belong to you and provide a reasonable handover. We may retain copies as required for legal, accounting, or backup purposes.

8. Intellectual Property

8.1 Our IP. We own all pre-existing materials, methods, frameworks, software, tools, templates, and know-how, including improvements to them. Nothing transfers that ownership to you.

8.2 Deliverables. On full payment, we grant you a perpetual, non-exclusive license to use the Deliverables for your business. Where your Order Form expressly assigns specific Deliverables to you, that assignment takes effect on full payment.

8.3 Client Materials. You retain ownership of Client Materials and grant us the license needed to perform the Services. You represent you have the rights to provide them.

8.4 Reference rights. Unless your Order Form says otherwise, we may identify you as a client and describe the work at a high level for marketing, subject to your Confidential Information. Any specific results we publish are subject to our claims-substantiation practice and the disclosures required by law.

9. No Guarantee of Results

Except for any express performance commitment in your Order Form, we do not guarantee any specific revenue, return on ad spend, number of leads, conversions, or other outcome. Results depend on factors including your offer, market, pricing, sales process, budget, and execution. This Section is consistent with our published Earnings and Results Disclaimer.

10. Confidentiality

Each party will protect the other's Confidential Information with reasonable care, use it only to perform or receive the Services, and not disclose it except to those who need it and are bound by similar obligations. This does not apply to information that is public, independently developed, or rightfully obtained from a third party, or to disclosures required by law.

11. Data Protection

Where we process personal data on your behalf as part of the Services, you are the controller and we are the processor. That processing is governed by our Data Processing Agreement, which is incorporated by reference. You are responsible for the lawful basis, notices, and consents for the data you provide or instruct us to process.

12. Representations and Warranties

Each party represents that it has authority to enter into this Agreement. We represent that we will perform the Services in a professional and workmanlike manner. Except as expressly stated, the Services and Deliverables are provided without warranties of any kind, to the maximum extent permitted by law.

13. Limitation of Liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, data, or goodwill. Our total aggregate liability for all claims arising out of or related to this Agreement will not exceed the total fees you paid us for the Services giving rise to the claim in the twelve (12) months before the event giving rise to the liability. This Section does not limit liability that cannot be limited by law, including for fraud, gross negligence, or willful misconduct.

14. Indemnification

You will defend and indemnify Aletto and its officers, employees, and contractors from claims arising out of Client Materials, data or instructions you provide, your products, services, or advertising claims, or your violation of law or this Agreement. We will defend and indemnify you from third-party claims that our Deliverables, as delivered by us, infringe that third party's intellectual property rights, excluding claims arising from Client Materials or your modifications.

15. Term and Termination

15.1 Term. This Agreement starts when you accept it and continues until all Order Forms have ended or it is terminated. Each engagement runs for the term stated in its Order Form.

15.2 Termination for convenience. Either party may terminate a recurring or retainer engagement on 30 days' written notice. Fixed-term programs run for their stated term unless terminated for cause.

15.3 Termination for cause. Either party may terminate on written notice if the other materially breaches and does not cure within 15 days, or immediately for insolvency or unlawful conduct.

15.4 Effect. On termination, you pay for Services performed and costs committed through the termination date. Sections that by their nature should survive (including 7, 8, 9, 10, 11, 13, 14, and 16) survive.

16. General

16.1 Governing law and disputes. This Agreement is governed by the laws of the State of Connecticut, without regard to conflict-of-laws rules. Disputes are resolved by binding individual arbitration administered by the American Arbitration Association under its applicable rules, seated in Connecticut, governed by the Federal Arbitration Act. Class and representative actions are waived. Either party may seek injunctive relief for misuse of Confidential Information or intellectual property in a Connecticut court.

16.2 Independent contractor. The parties are independent contractors. Nothing creates a partnership, employment, or agency relationship.

16.3 Non-solicitation. During the engagement and for 12 months after, neither party will solicit for employment the other's personnel directly involved in the Services, except through general public advertising.

16.4 Assignment. Neither party may assign this Agreement without the other's written consent, except in connection with a merger or sale of substantially all assets.

16.5 Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.

16.6 Notices. Notices must be in writing to the email or address in your Order Form, or to Aletto at [email protected].

16.7 Entire agreement. This Agreement, your Order Form, and the documents incorporated by reference are the entire agreement between the parties and supersede prior discussions. Amendments must be in writing and agreed by both parties.

Adstra LLC d/b/a Aletto · 66 Taylor Avenue, Bethel, CT 06801 · [email protected]