Terms of Service & Master Services Agreement (MSA)
These Terms of Service constitute a legally binding agreement between you (whether individually or representing a commercial entity, hereinafter "Client") and VENTRO ADS LLC (hereinafter "Agency", "we", "us", or "our"), a registered Limited Liability Company organized under the laws of the Commonwealth of Kentucky, United States of America.
1. Scope of Digital Performance Marketing Services
VENTRO ADS LLC provides commercial performance media management, paid advertising optimization, creative direct-response asset development, and analytics architecture. Specific deliverables for each engagement are outlined in the selected retainer tier, customized Statement of Work (SOW), or client onboarding confirmation.
Our core service offerings include:
- Paid social media advertising management (Meta Ads Manager for Facebook & Instagram, TikTok Ads Manager).
- Paid search and visual shopping management (Google Ads & Performance Max, Pinterest Ads Manager).
- Conversion tracking infrastructure (Server-to-Server Conversions API / CAPI, Google Tag Manager, post-iOS 14.5 attribution signal recovery).
- Direct-response creative development (video scripts, UGC asset sourcing, graphic hooks, and angle testing).
2. Separation of Ad Spend vs. Agency Retainer Fees
CRITICAL FINANCIAL TRANSPARENCY NOTICE (DIRECT PLATFORM BILLING):
Client expressly acknowledges and agrees that all media advertising spend (i.e., money paid directly to Meta, TikTok, Google, or Pinterest for ad impressions and clicks) is billed directly by those respective advertising networks to Client's own payment method on file within Client's ad accounts. VENTRO ADS LLC does not act as an escrow agent, does not mark up media spend, and does not commingle client ad funds with agency operating accounts.
Agency charges solely for its professional management retainer, strategy implementation, and creative asset production as agreed upon in writing.
3. Billing Cycles, Currency & Payment Processing
Agency management retainers are invoiced on a recurring monthly subscription basis in advance of the service month.
- Currency of Settlement: All standard retainers are denominated and settled in United States Dollars (USD). Regional clients in South Asia may opt for Bangladeshi Taka (BDT) equivalent invoicing based on verified commercial exchange rates.
- Authorized Payment Gateways: Invoices are settled via verified PCI-DSS Level 1 compliant processors including Stripe, Mercury Bank ACH Direct Debit, Fedwire, and SWIFT international corporate bank wires.
- Invoice Terms: Invoices are due upon receipt. If payment is not received within seven (7) calendar days of the renewal date, Agency reserves the right to pause campaign optimization until the account is brought current.
4. Ownership of Accounts, Creative & Intellectual Property
Unlike predatory agencies that hold client ad accounts hostage, VENTRO ADS LLC maintains a strict 100% Client Ownership Guarantee:
- Client retains sole ownership of all ad accounts, Business Managers, pixel data, customer catalogs, and domain assets at all times. Agency is granted Partner/Agency partner access only.
- All bespoke creatives, video edits, copywriting hooks, and landing page designs created by Agency for Client become the sole intellectual property of Client upon settlement of associated service invoices.
- Agency retains ownership of its proprietary internal auditing tools, mathematical simulation models, and internal operational workflows.
5. Service Level Agreement (SLA) & Execution Timeline
Agency commits to professional commercial standards and agreed turnaround timeframes:
- Initial Onboarding & Audit Blueprint: Delivered within three (3) business days of account access verification.
- Tracking & CAPI Implementation: Completed and verified within five (5) business days.
- Creative Sprint Delivery: Custom direct-response creatives delivered for review within seven (7) business days.
- Ongoing Optimization: Active daily bid and audience monitoring, with comprehensive weekly performance reviews delivered every Monday.
6. Non-Disclosure Agreement (NDA) & Data Security
Agency treats all client financial figures, customer lists, profit margins, conversion volumes, and proprietary brand information with the utmost confidentiality. Agency will never sell, lease, or distribute Client commercial data. All data access is secured behind multi-factor authentication (MFA) and encrypted client communications channels. Mutual standalone NDAs are available upon request prior to campaign onboarding.
7. Performance Warranties & Market Disclaimers
Digital advertising platforms (Meta, Google, TikTok, Pinterest) are controlled by third-party algorithmic auctions and consumer market dynamics. While VENTRO ADS LLC applies rigorous, battle-tested statistical methodologies and historical benchmark data to maximize return on ad spend (ROAS), Agency does not guarantee specific revenue totals or profitability margins as external factors such as client inventory, website hosting reliability, payment processor downtime, and product quality are outside Agency's operational control.
8. Cancellation Policy & Agreement Termination
Either party may terminate the monthly service agreement by providing written notice via email to billing@ventroads.agency at least fourteen (14) calendar days prior to the commencement of the subsequent monthly billing cycle. Upon receipt of termination notice, Agency will complete all scheduled deliverables for the active paid billing month and ensure all assets and documentation are transitioned smoothly. Detailed terms are set forth in our official Refund & Cancellation Policy.
9. Governing Law & Judicial Dispute Resolution
This Agreement shall be governed by, construed, and enforced in accordance with the substantive laws of the Commonwealth of Kentucky, United States, without giving effect to any principles of conflicts of law. The parties agree that any dispute arising out of or relating to this Agreement shall first be submitted to good-faith commercial mediation. If mediation fails, exclusive personal jurisdiction and venue shall lie in the state or federal courts located in Madison County, Kentucky, USA.
10. Corporate Contact Information
For inquiries, legal notices, or contractual questions regarding these Terms of Service, please contact our legal and corporate administration department: