1. Parties and Order Form. This Marketing Services Order Form and Agreement is between ADO Pro Buyers LLC ("ADO") and the vendor, manufacturer, distributor, supplier, advertiser, or sponsor identified in the Order Form ("Partner"). The Order Form, selected products, campaign details, and these Terms and Conditions form one agreement.

2. Services. ADO will provide the marketing placements selected in the Order Form, which may include website placements, landing page advertisements, newsletter placements, vendor spotlight listings, promotional articles, web banners, email blasts, and similar digital marketing services. ADO may make reasonable format, layout, and scheduling adjustments to fit site, newsletter, email, and member experience standards.

3. No Guaranteed Results. Marketing services create promotional exposure and access to ADO digital channels. ADO does not guarantee leads, calls, clicks, conversions, sales, revenue, purchase volume, search rankings, or member purchasing activity.

4. Partner Content and Approvals. Partner is responsible for providing accurate advertising copy, logos, images, links, landing page content, offers, coupon codes, product information, legal disclaimers, claims substantiation, and required approvals. Partner warrants that all materials are accurate, non-infringing, lawful, and properly licensed. ADO may reject or require revision of materials that are misleading, offensive, unlawful, low quality, or inconsistent with the ADO brand or member experience.

5. Content Development and Edits. Pricing includes ordinary placement and publishing only unless the Order Form states otherwise. Extensive copywriting, design, video production, custom development, compliance review, product photography, or additional creative rounds may be billed separately if approved by Partner.

6. Campaign Start Date and Scheduling. Campaigns start after ADO receives a signed Order Form, required payment, and approved assets. Start dates are target dates and may shift if assets, approvals, payment, links, offers, or technical information are delayed. Newsletter and email placements are subject to ADO publishing calendars, inventory, capacity, and blackout dates.

7. Payment Terms. Fees are due in advance unless the Order Form states otherwise. Monthly services are billed monthly in advance. Late amounts may cause pause, removal, or cancellation of placements. Partner is responsible for taxes, payment processing fees, and chargebacks unless prohibited by law.

8. Term, Renewal, and Cancellation. The initial term and minimum commitment are stated in the Order Form. If no term is stated, the initial term is one month. Monthly services renew month-to-month after the initial term unless either party gives written notice of non-renewal at least 30 days before the next billing date. Cancellations do not relieve Partner of payment obligations for committed terms, already-published placements, production work, or non-cancellable inventory.

9. Bundles, Promotions, and Exclusivity. Bundle discounts apply only while all required products remain active and paid. Category, trade, territory, or channel exclusivity is not included unless expressly stated in the Order Form and countersigned by ADO.

10. Compliance with Advertising Laws. Partner is solely responsible for ensuring its offers, pricing, discounts, claims, warranties, endorsements, testimonials, product descriptions, financing claims, environmental claims, rebate claims, and industry-specific statements comply with applicable laws and regulations.

11. Email Marketing and Suppression Rules. Email blasts and newsletters will be sent only through ADO-approved systems and lists. Partner may not receive ADO member email lists unless separately agreed in writing and legally permissible. ADO controls unsubscribe, suppression, bounce, and deliverability practices.

12. Tracking, Reporting, and Data. ADO may provide available reporting such as publish dates, links, screenshots, send confirmation, basic click data, or platform metrics when available. Platform reporting may be limited, delayed, estimated, or affected by privacy tools, ad blockers, cookie limitations, and third-party systems.

13. Intellectual Property. Partner grants ADO a non-exclusive, royalty-free license to use Partner names, logos, trademarks, content, images, offers, links, and materials solely to provide and promote the ordered services. ADO retains ownership of its website, templates, layouts, platform, member network, trade names, design systems, campaign structure, and ADO intellectual property.

14. Confidentiality. Each party will use reasonable care to protect non-public business, pricing, member, campaign, operational, or technical information and will use it only for this agreement.

15. Partner Offers to Members. If Partner promotes discounts, rebates, preferred pricing, or special offers to ADO members, Partner must honor the published terms during the stated promotion period. Partner is responsible for fulfillment, inventory, taxes, shipping, returns, warranties, installation, customer service, product safety, and disputes related to Partner products or services.

16. Indemnification. Partner will defend, indemnify, and hold harmless ADO, its affiliates, owners, employees, contractors, and representatives from claims arising from Partner materials, Partner products or services, advertising claims, intellectual property claims, privacy or email violations caused by Partner, failure to honor offers, or Partner breach.

17. Limitation of Liability. ADO will not be liable for indirect, incidental, consequential, special, punitive, lost profit, lost revenue, lost data, reputational, or business interruption damages. ADO total liability will not exceed the fees paid by Partner to ADO for the affected services during the three months before the event giving rise to the claim.

18. Force Majeure and Platform Changes. ADO is not responsible for delay or failure caused by events outside its reasonable control, including internet outages, platform changes, hosting issues, cyber incidents, vendor outages, email deliverability disruptions, legal restrictions, or emergencies.

19. Suspension and Termination for Cause. ADO may suspend or terminate services immediately if Partner fails to pay, provides unlawful or misleading content, harms ADO reputation or member trust, violates law or these terms, misuses member information, or engages in conduct ADO reasonably determines is harmful to the platform.

20. Governing Law and Venue. This agreement is governed by Texas law. Venue for disputes will be in state or federal courts located in Harris County, Texas, unless ADO elects another legally available venue.

21. Authority and Electronic Signature. The person signing or submitting the Order Form represents that they are authorized to bind Partner. Electronic signatures, scanned signatures, checkbox acceptance, and online submission records are valid and enforceable to the fullest extent permitted by law.

22. Entire Agreement. This agreement supersedes prior proposals and discussions about the ordered services. Changes must be in writing and accepted by ADO.