ACE The Market — Website Terms and Conditions

ACE The Market offers a staged engagement model that may include a Revenue Architecture Diagnostic, a Strategy Workshop, Master Model Setup, and ongoing Ads Gross Margin-based management services. Each stage has its own scope, fee, timing, and deliverables, and progression from one stage to the next may depend on mutual agreement between ACE The Market and the client.

Information on the website is provided for general business information and offer description purposes. A specific client engagement begins only when ACE The Market accepts the client and the parties agree on the applicable service scope, price, and start date in writing.

The Diagnostic, Workshop, and Master Model Setup carry separate fees as described in the offer materials, with the Workshop and setup path pricing stated separately from ongoing AGM-linked billing. Ongoing monthly billing begins only after the client clears the roster-entry stage and is accepted into the active service roster.

All fees are due in advance unless ACE The Market agrees otherwise in writing. Monthly service fees are invoiced before the start of the upcoming service month, and ACE The Market has no obligation to begin or continue work for that month until payment has been received in full.

ACE The Market may suspend work, withhold deliverables, pause account activity, or delay scheduled work if an invoice is unpaid. Any approved exception to advance payment must be in writing and may be revoked for late or missed payment.

For ongoing monthly services, ACE The Market uses the prior month's Ads Gross Margin calculation as the basis for the invoice for the upcoming month. This means the previous month's performance informs the next month's fee, while payment remains due in advance for the month of service that follows.

For these Terms, "Ads Gross Margin" means the surplus remaining after subtracting ad spend from attributed revenue generated through the managed advertising activity, subject to any additional written clarification between the parties on attribution source, treatment of returns or refunds, timing adjustments, and reporting source of truth.

If a reporting discrepancy exists, ACE The Market may rely on the reporting stack, attribution method, and financial inputs designated in the client onboarding process or later confirmed in writing by the parties.

The engagement continues on a month-to-month basis unless the parties agree to a different written term. The client may terminate the engagement at any time by giving at least 30 days' prior written notice.

A termination notice does not cancel fees already invoiced, fees already earned, or fees attributable to the 30-day notice period. The client remains responsible for payment in full through the end of that notice period, and ACE The Market may continue providing services during that period unless the parties agree on a different wind-down plan in writing.

ACE The Market may terminate or suspend services immediately for nonpayment, refusal to provide required access, unlawful conduct, abuse, material breach, or misuse of the website or services.

The client must provide accurate and timely information, account access, product data, cost data, analytics access, approvals, and any other materials reasonably required for the services. The offer materials describe Phase 0 and later stages as dependent on access to items such as Merchant Center, Google Ads, GA4, COGS information, 3PL or warehouse data, and financial records.

The client is responsible for the accuracy and legality of the data, products, claims, creative assets, and instructions it supplies. Delays, inaccuracies, or omissions in client-provided materials may delay work, affect outcomes, or require timeline changes.

ACE The Market provides strategic, technical, and advertising services using professional judgment, but it does not guarantee any specific revenue, profit, margin, approval rate, ranking, traffic level, or business outcome. Forecasts, scenario plans, projections, and estimates are planning tools based on available inputs and market conditions, and they are not promises of future results.

Any guarantee expressly described in the offer materials applies only as written there. For example, the Diagnostic may be described as ACE The Market's gift if no real revenue opportunity is found, subject to ACE The Market's evaluation under the stated offer structure.

Each party retains ownership of its pre-existing intellectual property, data, trademarks, logos, methods, systems, and proprietary materials. ACE The Market retains ownership of its frameworks, pricing logic, templates, processes, audit methods, know-how, and service infrastructure, even when used in providing services to a client.

The client grants ACE The Market a limited, non-exclusive right to use the client's materials, trademarks, feeds, data, and business information as reasonably necessary to perform the services. Except as otherwise agreed in writing, no transfer of ownership occurs by reason of the engagement.

Each party must keep the other party's non-public business, commercial, financial, technical, and operational information confidential and use it only for the purposes of the relationship. Confidentiality obligations do not apply to information that is public, was already lawfully known, was independently developed, or was lawfully obtained from a third party without breach of duty.

ACE The Market may use aggregated, anonymized learnings, benchmarking insight, and generalized know-how that do not identify the client or reveal the client's confidential information.

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages arising out of or relating to the website or services, including lost profits, lost business, lost data, or business interruption, except where such a limitation is not allowed by law.

To the maximum extent permitted by law, ACE The Market's total aggregate liability arising out of or related to the services or website will not exceed the total amount paid or payable by the client to ACE The Market in the 12-month period preceding the event giving rise to the claim, except for obligations that cannot legally be limited.

The client may not misuse the website, interfere with its operation, attempt unauthorized access, copy proprietary materials for competitive use, submit unlawful content, or use the website in a manner that harms ACE The Market or other users. ACE The Market may modify, suspend, or remove website content, offers, or access features at any time.

Website content is provided for general information and marketing purposes and may be updated from time to time to reflect changes in services, pricing, eligibility, or process.

These Terms and Conditions are governed by the laws of the State of California, without regard to conflict of laws principles. The parties will first attempt in good faith to resolve any dispute informally, and any dispute not resolved informally may proceed under the dispute resolution framework agreed between the parties in their written service agreement, if any.

If no separate written service agreement applies, the parties may seek resolution in the state or federal courts located in California, subject to applicable law.

These Terms and Conditions apply to website use and to the general offer structure presented online. If ACE The Market and the client later enter into a separate signed proposal, order form, statement of work, or service agreement, that signed agreement will control to the extent of any inconsistency.

ACE The Market may update these Terms and Conditions from time to time by posting a revised version on the website. The version in effect at the time of purchase or engagement will apply unless a later version is accepted in writing or by continued use where legally permitted.

For clarity in client relationships, the commercial structure described by these Terms is intended to work as follows:

• Monthly AGM invoices are based on the previous month's calculation.
• Payment for monthly services is due in advance for the upcoming month.
• Clients may leave at any time on 30 days' written notice.
• Fees remain payable through the full 30-day notice period.
• ACE The Market is not required to perform unpaid work.

Questions regarding these Terms and Conditions should be directed through the contact details listed on the ACE The Market website or in the applicable client onboarding documents.