Affluent Bayou • Executive Client Agreement

Master Client Services Agreement

Complete Agreement Including All Service Schedules

Effective as of Version 2026-09-08 • Governing one-time setup and recurring digital visibility services across Apple Maps®, Ads for Apple Maps®, and AI-driven local search environments.

Contracting Parties & Notice Particulars

Service Provider

Provider: Affluent Bayou (“Provider”)

Provider Notice Email: Affluent@AffluentBayou.com

(Mailing address and entity particulars available on request or stated in the executed Order Form)

Client

Client: The business entity identified in the Application/Order Form (“Client”)

Notice Address: The primary professional contact email address designated on Client’s submitted Application/Order Form

Commercial Status: Business entity entering for commercial business purposes

Master Terms & Conditions

Sections 1 through 20

1. Parties & Acceptance

This Master Client Services Agreement (“Agreement”) is between Provider and the business identified in the Application/Order Form (“Client”). By signing or by clicking “I agree” on Provider’s order form, Client accepts this Agreement and each Service Schedule it selects. Client represents it is a business entity (not a consumer) entering this Agreement for commercial purposes.

2. Services; Service Schedules

Provider will perform the services described in one or more Service Schedules selected by Client. Each Service Schedule is incorporated into and governed by this Agreement. If a Service Schedule conflicts with this Agreement, the Service Schedule controls for that service only. Services may be one-time (deemed complete on delivery) or recurring, as stated in the applicable Schedule.

3. Client Authorizations & Platform Access (Agency Appointment)

Client authorizes Provider, and any personnel or agents Provider designates, to be added as an authorized individual and/or agency and to be granted Manager/Admin access to Client’s Apple Place Card® (APC®), Apple Business® account, and Ads for Apple Maps® account, as applicable to the selected Services. Client will promptly complete any verification or grant steps required by Apple®. Provider will relinquish access on offboarding per Section 15.

4. Client Representations & Responsibilities

Client represents and warrants that: (a) it owns or lawfully controls the business location(s) and account(s) at issue; (b) it has authority to grant the access in Section 3; (c) all information it provides is accurate; and (d) it will comply with all Apple® terms, policies, and eligibility rules applicable to APC®, Apple Business®, and Ads for Apple Maps®. Client is solely responsible for its underlying goods/services and its own legal and regulatory compliance.

5. Fees; Invoicing; Taxes

Client will pay the fees quoted by Provider and stated on the invoice issued after Client’s Application/Order Form. One-time fees are due on order. Recurring fees are billed in advance per the stated cycle. Fees are non-refundable except as expressly stated. Client is responsible for applicable taxes other than taxes on Provider’s net income.

6. Term; Renewal; Auto-Renewal; Cancellation

One-time Services terminate on completion. Recurring Services begin on the Effective Date and continue for the term in the Service Schedule (e.g., monthly, 6-, 12-, or 24-month). Recurring subscriptions automatically renew for successive periods of equal length unless either party gives notice of non-renewal at least 30 days before the end of the then-current term. Client may cancel a month-to-month subscription at any time effective at the end of the current paid month by the cancellation method stated in the applicable Service Schedule. Fixed-term (6/12/24-month) commitments continue through their term; early termination is governed by the Service Schedule.

7. No Guarantee; Platform Dependency

7.1 No Specific Performance Guarantee: Provider does NOT guarantee any specific ranking, placement, visibility, lead volume, conversion, ad approval, or business result.

7.2 Third-Party Platform Realities: All services depend on third-party platforms (Apple® and its APC®, Apple Business®, and Ads for Apple Maps® products), which Provider does not control. Apple® may change its policies, algorithms, eligibility, or availability, or may suspend, restrict, or reject an account, listing, or ad, at any time. Any such action, or Client’s ineligibility for a given Apple® product (for example, category-based ad ineligibility), is not a breach by Provider and does not entitle Client to a refund.

8. Intellectual Property

(a) Deliverables. On full payment, Provider grants Client a non-exclusive, perpetual license to use the client-facing deliverables produced for Client’s own business (or, if stated in a Schedule, assigns the specific deliverable).

(b) Background IP / Tools. Provider retains all right, title, and interest in its methods, processes, know-how, software, models, templates, and other materials existing before or developed outside this engagement, and in any improvements to them. Nothing transfers Provider’s Background IP to Client.

9. Data Rights; Product Development License

Client grants Provider a perpetual, irrevocable, worldwide, royalty-free license to collect, store, process, and use data arising from the Services, including in aggregated and/or de-identified form, to operate, improve, and develop Provider’s current and future products and services and to create new products, tools, datasets, and services of any type. Provider will not publicly disclose Client’s individually identifiable Confidential Information except as permitted by this Agreement and Provider’s Privacy Policy. This Section survives termination.

10. Privacy; Sponsored Communications Consent

Provider’s handling of data is governed by its Privacy Policy (incorporated by reference). Provider does NOT sell or share Client’s individually identifiable information except as stated in the Privacy Policy. Client consents to receive from Provider, and to Provider delivering, sponsored messages and sponsored outreach by email and other communication channels, subject to applicable law (including CAN-SPAM opt-out rights). Provider will honor opt-out requests for such messages.

11. Confidentiality

Each party will protect the other’s non-public information and use it only to perform under this Agreement, excluding information that is public, independently developed, or rightfully received from a third party. This does not limit Provider’s rights under Section 9.

12. Warranties; Disclaimer

Provider will perform the Services in a professional and workmanlike manner. EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED “AS IS,” AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

13. Limitation of Liability

PROVIDER’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY CLIENT TO PROVIDER IN THE 3 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. PROVIDER WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR LOST BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY.

14. Indemnification

Client will indemnify Provider against third-party claims arising from Client’s business, Client’s content or products, Client’s breach of this Agreement, or Client’s violation of Apple’s terms or applicable law.

15. Termination; Offboarding

Either party may terminate for the other’s uncured material breach after 15 days’ written notice. On termination, Provider will, within a reasonable period, transfer back or relinquish Manager/Admin access granted under Section 3. Accrued fees remain payable. Sections 8, 9, 10, 11, 13, 18, and 20 survive.

16. Assignment (Entity-Migration Bridge)

Client may not assign without Provider’s consent. Provider may assign or transfer this Agreement, in whole or in part, without Client’s consent, to any affiliate, successor, or newly-formed entity, including in connection with reorganizing Provider’s business from a sole proprietorship into a limited liability company or in connection with a sale of assets. This Agreement binds and benefits the parties’ permitted successors and assigns.

17. Independent Contractor

Provider is an independent contractor. Nothing creates a partnership, joint venture, agency (except the limited platform authorizations in Section 3), or employment relationship.

18. Governing Law; Dispute Resolution

This Agreement is governed by the laws of the State of Wyoming, without regard to conflict-of-laws rules. The parties will resolve disputes by binding arbitration seated in Laramie, Wyoming, under AAA Commercial Rules, except that either party may seek injunctive relief to protect IP or Confidential Information.

19. Miscellaneous

This Agreement plus the selected Service Schedules and the Privacy Policy is the entire agreement. Provider may update this Agreement or the Privacy Policy on notice; continued use or payment constitutes acceptance. If any provision is unenforceable, the rest remains in effect. Neither party is liable for delays due to events beyond its reasonable control. Electronic acceptance (clicking “I agree”) has the same effect as a handwritten signature.

20. Notices

Notices to Provider shall be sent to Provider’s notice email stated in the Parties section (Affluent@AffluentBayou.com); a mailing address is available on request. Notices to Client may be sent to the email Client provides on its Application/Order Form. Email notice is effective on the business day sent (or the next business day if sent after 5:00 p.m. in the recipient’s time zone). Either party may update its notice email by written notice.

APPLICABILITY: This Service Schedule is incorporated into and governed by the Master Client Services Agreement (“Master CSA”); all defined terms (including “Provider” and “Client”) have the meaning given there. It applies only if selected on Client’s Application/Order Form. If it conflicts with the Master CSA, this Schedule controls for this service only.

1. Service. Provider will (a) assist Client in claiming Client’s Apple Place Card (“APC”); (b) add Provider as an authorized individual and/or agency as needed; and (c) optimize (“build out”) Client’s APC in good faith using the information Client provides.

2. Nature of Service; One-Time / Completion. This is a ONE-TIME service. It is deemed delivered and complete when Provider has claimed and built out the APC in good faith based on the information then available from Client. Once complete, the service is over and no ongoing obligation arises under this Schedule.

3. Deliverable (Good-Faith Standard). On completion, Client will have an APC that Provider has built out in good faith. Provider does NOT guarantee a full or complete build, because Provider cannot guarantee that Client will (a) provide accurate, complete, and timely business information, or (b) cooperate with the claiming and build-out process. A build limited by missing information or Client non-cooperation is still a completed, delivered service.

4. Client Cooperation. Client will promptly provide business information and complete any Apple verification or authorization steps Provider requests. Delay or failure to cooperate does not entitle Client to a refund and does not constitute Provider’s non-performance.

5. Fees. Fees are as stated in Client’s Application/Order Form and invoice. One-time fees are due on order and are non-refundable once the service is delivered. (Introductory/referral pricing, if any, is stated on the Order Form/invoice.)

6. Eligibility. This service is available to businesses regardless of ad eligibility. A business that is ineligible for Ads for Apple Maps (for example, certain home-services categories) may still purchase this Schedule.

7. Relationship to Master CSA. The No-Guarantee/Platform-Dependency, IP, Data Rights, Limitation of Liability, and Governing Law provisions of the Master CSA apply.

1. Service. Provider will manage Client’s Ads for Apple Maps campaigns in good faith. This includes identifying the keywords Provider estimates to be most important for Client’s business category or categories and using the Apple Maps Ads platform, in Provider’s judgment, to drive search traffic to Client’s ads. Because this service directs traffic to Client’s APC, it necessarily includes ongoing APC/showcase optimization for the ad’s destination.

2. Deliverable (Good-Faith Standard). Provider manages the ads in good faith, targeting Provider’s best estimate of Client’s target keywords. Provider does NOT guarantee that the best match will be made between Client’s offering and the keywords chosen, or any other aspect of management, because Provider cannot guarantee that Client will accurately or fully answer Provider’s questions about Client’s business. The goal is to identify the most important keywords for Client’s category and, in Provider’s estimate, to best use the platform to drive quality search traffic to Client’s ads.

3. Client Cooperation & Ad Spend. Client will accurately and fully answer Provider’s questions about Client’s business. Apple ad spend / media cost is separate from Provider’s management fee and is paid by Client directly to Apple. Provider does not control and is not responsible for Apple’s ad pricing, auction dynamics, approvals, or delivery.

4. Term; Auto-Renewal. This is a RECURRING subscription. The billing cycle and term (month-to-month, or a 6-, 12-, or 24-month commitment) are stated on the Order Form. Subscriptions automatically renew for successive periods of equal length unless either party gives notice of non-renewal at least 30 days before the end of the current term (Master CSA §6).

5. Cancellation Method. To cancel, Client sends an email to SayingBye@AffluentBayou.com (or uses the cancellation link in any invoice/receipt) stating Client’s business name and the service to cancel. Provider will acknowledge within 2 business days. Cancellation of a month-to-month subscription takes effect at the end of the then-current paid month; Client retains access to the service through that period. Cancellation is at least as easy as sign-up.

6. Early Termination of Fixed-Term (6/12/24-Month) Commitments — Refund of Prepaid Fees. A Client on a fixed-term commitment may terminate early on 30 days’ written notice. Where fees were prepaid, Provider will refund the unused portion minus two months calculated as follows:

Fixed-Term Early Termination Calculation

Monthly Rate = Total Fixed-Term Management Fee ÷ Number of Months in Term
Refund = Prepaid Amount − ((Months Used + 2) × Monthly Rate)

• Months Used: The number of whole and partial months elapsed since the term start, with any partial month ROUNDED UP to a whole month.

• Two-Month Offset: Two (2) months of standard monthly fees are retained as the contractual early-termination fee.

Worked Example:
Client prepaid $24,000 for a 12-month term ($2,000/month). Client cancels 6 months and 3 days after start. The 3 days into month 7 round up, so Months used = 7.
Refund = $24,000 − ((7 + 2) × $2,000) = $24,000 − $18,000 = $6,000 (i.e., exactly three months’ worth of management fees refunded).

7. Billed-Monthly Fixed Terms. If a fixed-term commitment is billed monthly rather than prepaid, early termination results in billing of the current month and next month.

8. Relationship to Master CSA. The No-Guarantee/Platform-Dependency, IP, Data Rights, Sponsored-Communications, Limitation of Liability, and Governing Law provisions of the Master CSA apply.

1. Service. Provider will perform AI Search Optimization and Generative Engine Optimization (“AI Search / GEO”): an evolving set of activities designed to increase the likelihood that Client’s business is surfaced favorably in AI-driven search and generative AI applications relevant to Client’s customer base. The service is focused primarily on AI Search (for example, Google Search and its AI features).

2. Evolving Methodology. Client acknowledges that AEO/GEO practices are new and constantly evolving; the specific levers, techniques, and target platforms are not fixed and will change as the field and the platforms change. Provider will select the optimization levers it estimates best overlap with the AI tools Client’s potential customers actually use in a buying-intent manner (for example, Provider may prioritize Google and de-prioritize a platform its estimate shows is rarely used for Client’s category, rather than spend resources there).

3. Deliverable (Good-Faith / Best-Efforts Standard). Like conventional SEO, this is a best-efforts service to improve Client’s visibility and ranking in AI Search / generative results over time. Provider does NOT guarantee any specific ranking, inclusion, citation, placement, output, or result in any search engine or AI system, all of which are controlled by third parties and change frequently and unpredictably.

4. Client Cooperation. Client will accurately and fully provide the business information Provider requests. Results depend on that information, on Client’s own website/assets, and on third-party platform behavior outside Provider’s control.

5. Term; Auto-Renewal; Cancellation; Early Termination. This is a recurring subscription. Term, auto-renewal (Master CSA §6), the cancellation method (Schedule #2 §5), and the fixed-term early-termination/refund rule (Schedule #2 §6) apply to this Schedule in the same manner.

6. Relationship to Master CSA. The No-Guarantee/Platform-Dependency, IP, Data Rights, Limitation of Liability, and Governing Law provisions of the Master CSA apply.