Fractional CMO Services Agreement
Version: [1-09-2026]
This Fractional CMO Services Agreement (the “Agreement”) is between The 108 Group, LLC, a Wyoming limited liability company registered to do business in California (“108 Group,” “we” or “us”) and the business that engages us for fractional chief marketing officer services (“Client” or “you”). It takes effect when you sign a proposal that refers to it, complete our Client Billing Authorization Form, pay an invoice that refers to it, or otherwise accept our services. Our services are for business use only.
1. Services. We will provide the fractional chief marketing officer services described in your signed proposal: marketing strategy, planning, budget management, vendor selection and oversight, campaign direction, reporting, and the other work described there (the “Services”). Where we are separately engaged to deliver agency services under our Lead Eagle or AI Rank System brands, those services are governed by the applicable brand agreement attached to your proposal.
2. Role and Authority. We act as your outside marketing executive. You authorize us to direct your marketing vendors, manage your advertising budgets within the limits you set, open and administer marketing accounts and tools in your name, and communicate with third parties on your behalf for marketing purposes. We will not commit you to spending above the budgets you approve, sign contracts on your behalf, or make public statements as your representative without your approval.
3. Your Accounts and Assets. Advertising accounts, analytics, tracking, business profiles, software subscriptions, websites and content are set up in your name and belong to you. Our job includes ensuring they are under your control from day one. Our own frameworks, templates, processes, tools and know-how remain ours; you have a perpetual license to use anything we deliver to you in the course of the Services after all fees are paid.
4. Term. The Services begin on the start date in your proposal and continue for the initial term stated there (or 6 months if none is stated). After the initial term they continue month to month until either party gives 30 days written notice.
5. Fees and Payment. Fees are billed monthly in advance on the billing day in your proposal to the payment method on file, are non-refundable, and are due on receipt. Third-party costs (ad spend, software, vendors, contractors) are paid by you directly unless the proposal says otherwise.
5.1 Late payment. If a charge to your payment method fails or an invoice is not paid within 7 days of its due date, we may suspend the Services until paid, and the unpaid amount accrues interest at 1.5 percent per month (18 percent per year), or the maximum rate permitted by law if lower. You are responsible for our reasonable costs of collection, including collection agency fees and attorneys fees. Suspension for non-payment does not extend the term or reduce the fees due. 5.2 Chargebacks and payment reversals. You agree not to dispute or reverse a payment to us for services covered by your proposal. If you do, you remain liable for the amount, plus the bank and processor fees we incur, an administrative fee of $150 per disputed transaction, and our costs of responding to the dispute. 5.3 Additional work. Work you request outside the scope of your proposal is billed at our then-current hourly rate in half-hour increments, or at a fixed price we quote and you approve by email. 5.4 Taxes. Fees exclude sales, use and similar taxes, which you will pay where applicable.
6. Your Obligations. You will give us timely access to the people, accounts, data and decisions the Services require, respond to requests within 5 business days, and keep us informed of material changes in your business. Withdrawing access or cooperation does not reduce fees, and we are treated as having performed while we remain ready to perform. Withdrawal of access not restored within 10 days after written notice is a material breach.
7. Confidentiality. Because we work inside your business, confidentiality runs both ways. Each party will keep the other’s non-public business information confidential during the term and for 2 years after, subject to the usual exceptions (public, already known, independently developed, required by law). We may work with other clients, including in your industry, and will not use your confidential information for them.
8. Conflicts. If we take on a client that competes directly with you in your market, we will tell you and, at your request, wall off the work.
9. No Guarantee of Results. Marketing outcomes depend on factors outside our control. We do not guarantee revenue, lead volume, cost per lead, rankings or any other result.
10. Limitation of Liability. Our total liability arising out of this Agreement will not exceed the fees you paid us in the 3 months before the claim. Neither party is liable for indirect, consequential or punitive damages or lost profits, except for payment obligations, indemnity obligations and willful misconduct.
11. Indemnity. You will defend and indemnify us against third-party claims arising from your products, services, content, approved advertising, customer data, or your violation of law or platform policy. Our indemnity to you covers third-party claims that content we personally created for you infringes a United States copyright or trademark.
12. Early Termination. If you terminate during the initial term other than for our uncured material breach, or we terminate for your uncured breach or non-payment, you will pay an Early Termination Fee equal to 100 percent of fees for the 3 months following termination (or the balance of the initial term if shorter) plus 50 percent of fees for any remaining months, plus any unamortized one-time fees in your proposal. For fees that vary with volume, the monthly fee used is the amount on your most recent invoice. The parties agree this is a reasonable estimate of our loss and not a penalty, and it is credited against any damages we recover for lost fees rather than added to them. Before either party terminates for breach it will give 30 days written notice and opportunity to cure (10 days for non-payment or withdrawal of access).
13. Non-Solicitation. During the term and for 12 months after, you will not hire or engage our employees or contractors who worked on your account without our consent; a fee of 50 percent of that person’s annualized compensation is a reasonable estimate of our loss.
14. Recording. You consent to our recording and transcribing calls and meetings for record keeping, and will inform participants.
15. Amendments. By signed writing, by email exchange in which we state the change and you confirm it, or by your payment of an invoice reflecting the change.
16. Cancellation Notice. Effective only if sent by email to team@the108group.com or submitted through our Services Cancellation Form.
17. Independent Contractor; Force Majeure; Assignment; Notices; Waiver; Severability; Electronic Signatures; Updates.
17.1 Independent contractor. We are an independent contractor, not your employee or partner. We may provide similar services to other businesses, subject to Section 8. 17.2 Force majeure. Neither party is liable for delay or failure to perform (other than payment) caused by events beyond its reasonable control, including natural disasters, war, civil unrest, labor disputes, government action, pandemics, or failures of the internet, power or third-party platforms. 17.3 Assignment. You may not assign this Agreement without our written consent. We may assign it to an affiliate or a successor to our business. We may use subcontractors. 17.4 Notices. Notices must be in writing and sent by email to the addresses below (effective the next business day), or by nationally recognized courier or certified mail (effective on delivery). Our notice address: The 108 Group, LLC, 1275 4th St #108, Santa Rosa, CA 95404, team@the108group.com. Your notice address is the email and mailing address on your proposal or billing form. 17.5 Waiver; severability. Our not enforcing a provision is not a waiver of it. If a provision is unenforceable it will be limited to the extent necessary and the rest remains in effect. 17.6 Electronic signatures. Electronic and scanned signatures, and acceptance by clicking, paying or emailing, have the same effect as original signatures. 17.7 Updates. We may publish updated versions of this Agreement. The version referenced by your signed proposal governs your initial term. An updated version applies from the start of your next renewal period after publication, and we will email you when a new version is published.
18. Governing Law, Venue and Jurisdiction. This Agreement is governed by the laws of the State of Wyoming, the state in which we are organized, without regard to its conflict-of-law rules. Any action arising out of or relating to this Agreement or the Services shall be brought exclusively in the state or federal courts located in Sonoma County, California. You irrevocably consent to the personal jurisdiction of those courts and waive any objection to venue or forum, including any claim that the forum is inconvenient. Notwithstanding the foregoing, we may bring an action to collect amounts you owe in any court of competent jurisdiction where you reside, do business or hold assets, and either party may bring a qualifying claim in small claims court. The prevailing party in any action shall recover its reasonable attorneys fees and costs.
19. Entire Agreement; Precedence. Your signed proposal, this Agreement, the Client Billing Authorization Form, and any brand agreement attached to your proposal are the entire agreement. The proposal controls as to services, fees and term; then this Agreement; then the brand agreement for the services it covers.
Questions: team@the108group.com.
