Omens Digital Marketing Agreement

Version dm-v1, draft. This version is in counsel review. Bracketed items are still to be filled in. [ INSERT: effective date of dm-v1 ]

This agreement is between Three Omens, LLC ("Omens") and the client named on the order ("Client"). By accepting it at checkout, Client agrees to these terms for the services on the order.

1. Services

Omens manages paid advertising on the platforms named on the order (Meta, Google, and TikTok as applicable): account and tracking setup, campaign strategy and structure, budgets and bids, ongoing optimization, and reporting with review meetings on the schedule below. Add-ons on the order (static ads, search and AI visibility) are described in the packages document. [ INSERT: reference to the packages document version ]

2. Fees

Management fee. The monthly fee is a percentage of monthly ad spend on the accounts Omens manages: 20% of the first $15,000, 15% of spend from $15,000 to $50,000, and 10% of spend from $50,000 to $100,000, with a minimum of $1,000 a month. Spend above $100,000 a month is quoted separately. "Monthly ad spend" means the total charged by the advertising platforms for the accounts Omens manages in the calendar month, on all such platforms combined. A channel Omens does not manage does not count.

Billing in advance and settle-up. Each month Omens bills the management fee in advance on the monthly ad spend Client has declared (the "planned spend"). After the month ends, Omens recomputes the fee on the actual spend. The difference is added to, or credited on, the next invoice. If actual spend runs materially above or below the planned spend for two consecutive months, the planned spend is updated for following months and Client is told before the change.

Add-ons and setup. Add-ons are flat monthly fees as shown on the order. Setup is a one-time fee of $1,500, invoiced with the first month.

Ad spend. Client pays ad spend directly to the advertising platforms. Ad spend is never part of Omens' fees and is never invoiced by Omens. Client keeps a minimum of $2,500 a month in ad spend across the managed accounts.

3. Service level

Reporting and review meetings follow planned spend: under $15,000 a month, monthly reports and quarterly review meetings; $15,000 to $50,000, monthly reports and monthly review meetings; $50,000 and above, reports and review meetings every two weeks.

4. Term and cancellation

The initial term is three months from the order date. After the initial term the agreement runs month to month. Either party may cancel with 30 days' written notice; the agreement ends at the end of the billing period after notice is given. Fees for the initial term are not refunded on early cancellation. [ INSERT: counsel wording on notice and the initial term ]

5. Payment

Payment is by bank debit (ACH) or card through Stripe, charged automatically at the start of each billing period. Orders paid by bank debit receive a 2% discount on recurring fees, shown on the order and on each invoice. Settle-up amounts and any hourly work are invoiced separately and due within 15 days. If an invoice is more than 30 days past due, Omens may pause campaign management after giving 7 days' notice. [ INSERT: counsel wording on the bank debit discount ]

6. Accounts and access

Client owns its advertising accounts, pixels, and data. Client grants Omens access to the managed accounts (partner or agency access on each platform) for the term. Omens' access ends when the agreement ends. Client is responsible for the products it advertises and for the claims made in creative Client approves. [ INSERT: counsel wording on platform policies and account suspensions ]

7. Results

Omens does not guarantee any level of sales, leads, or return on ad spend. Reports use platform-reported and analytics data, which the platforms may revise.

8. Changes to this agreement

Every version of this agreement is published at my.omens.agency/terms with its version number. The version Client accepted at checkout governs until Client accepts a later one. [ INSERT: counsel wording on notice of changes ]

9. General

[ INSERT: governing law (California), dispute resolution, limitation of liability, entire agreement, from the house agreement ]

---

Three Omens, LLC · San Diego, California · support@omens.agency