Effective Date: JANUARY 20th, 2023

Last Updated: january 20th, 2023

These Client Launch Rate Terms (“Client Launch Terms”) govern eligibility for and participation in the discounted Marketing engines a.i.™ Client Launch Rate.

These Client Launch Terms supplement and are incorporated into the Marketing engines a.i. Terms of Service, Membership Agreement, Fair-Use and Fulfillment Policy, Privacy Policy and any other applicable policies published by Marketing Engines A.I., referred to in these Client Launch Terms as “Marketing engines a.i.,” “we,” “us” or “our.”

If these Client Launch Terms conflict with the general Terms of Service regarding Client Launch Rate eligibility or the transition to the Agency Growth Rate, these Client Launch Terms control solely with respect to those matters.

By selecting the Client Launch Rate, completing checkout or continuing to use the membership under the Client Launch Rate, you acknowledge that you have read, understood and agreed to these Client Launch Terms.

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CLIENT LAUNCH RATE SUMMARY

The Client Launch Rate is designed for eligible members who do not currently have an active paying agency client.

Eligible members may begin with the complete Marketing engines a.i. membership at:

* $99.99 per month, or

* $999.99 per year

After a member reaches the First-Client Milestone:

- A monthly membership transitions to *$199.99 per month** on the member’s next applicable billing date.

- An annual membership remains active through the current prepaid annual term and renews at $1,999.99 per year on the next annual renewal date.

Marketing engines a.i. does not take a percentage of the member’s client revenue. The member keeps the client relationship and decides what to charge.

The Client Launch Rate does not guarantee that a member will acquire a client, generate leads, make sales or earn any amount of income.

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1. DEFINITIONS

1.1 Client Launch Rate

The “Client Launch Rate” is the discounted membership rate currently offered to eligible members who do not have an Active Paying Client when they enroll.

The Client Launch Rate is currently:

* $99.99 per month; or

* $999.99 per year.

The Client Launch Rate is based on the member’s client stage. It is not a reduced or trial version of the membership.

Client Launch members receive the same core membership access described on the applicable sales and checkout pages, subject to all service-specific requirements, fulfillment scopes, fair-use limitations, pass-through expenses and active-membership requirements.

1.2 Agency Growth Rate

The “Agency Growth Rate” is the standard membership rate that applies to:

* New members who already have an Active Paying Client;

* Monthly Client Launch members after reaching the First-Client Milestone; and

* Annual Client Launch members at the applicable annual renewal after reaching the First-Client Milestone.

The Agency Growth Rate is currently:

* $199.99 per month; or

* $1,999.99 per year.

Future changes to either membership rate will be communicated according to the Terms of Service and applicable law.

1.3 Covered Services

“Covered Services” include agency, consulting, SaaS, A.I., automation, HighLevel, CRM, website, funnel, lead-generation, digital-marketing, online-reputation, review-generation, follow-up, appointment-setting, customer-acquisition, customer-retention and related business services.

A payment for a product or service unrelated to these business-service categories does not ordinarily count toward the First-Client Milestone.

1.4 Active Paying Client

An “Active Paying Client” is a legitimate business, organization or other bona fide customer that, at the time the member enrolls:

1. Is receiving Covered Services from the member under an active paid agreement, subscription, retainer or project;

2. Has made a non-refunded deposit, setup payment, installment or other payment for a Covered Service that has not been fully completed or closed;

3. Is scheduled or obligated to make additional payments under an active Covered Services agreement; or

4. Is currently being billed by the member for Covered Services.

A past client whose project has been completed, whose agreement has ended and who has no continuing payment or service obligation does not ordinarily constitute an Active Paying Client.

An unpaid prospect, free user, demonstration account or person who has expressed interest but has not entered a paid service relationship is not an Active Paying Client.

1.5 Qualifying Paying Client

A “Qualifying Paying Client” is a legitimate business or organization that makes a bona fide, non-refunded payment to the member for a Covered Service.

A qualifying payment may include:

* A setup fee;

* A project deposit;

* A subscription payment;

* A recurring service payment;

* A retainer;

* A paid pilot;

* An installment payment; or

* Another legitimate payment made in exchange for a Covered Service.

The amount charged and collected is determined by the member. Marketing engines a.i. does not require a specific minimum client payment unless a minimum is separately disclosed in writing before enrollment.

1.6 First-Client Milestone

The “First-Client Milestone” occurs when a Client Launch member receives the first cleared, bona fide payment from a Qualifying Paying Client after joining Marketing engines a.i..

The milestone date is generally the date the qualifying payment is successfully received or cleared by the member’s bank, payment processor or other payment method.

The First-Client Milestone may also be confirmed through Production Client Activity as described in Section 10.

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2. ELIGIBILITY FOR THE CLIENT LAUNCH RATE

To qualify for the Client Launch Rate, the member must:

1. Not have an Active Paying Client when enrolling;

2. Provide truthful and complete information regarding current client status;

3. Accept these Client Launch Terms and the other applicable membership policies;

4. Maintain an active membership in good standing;

5. Use the membership for legitimate business purposes;

6. Comply with the Marketing engines a.i. Fair-Use and Fulfillment Policy; and

7. Not create multiple memberships, businesses or accounts for the purpose of repeatedly qualifying for the discounted rate.

The Client Launch Rate is limited to one qualifying membership per person, agency or commonly controlled business unless we approve otherwise in writing.

The Client Launch Rate may not be sold, assigned, shared or transferred to another person or business.

We reserve the right to deny Client Launch Rate eligibility when the information provided is incomplete, inaccurate, inconsistent or reasonably indicates that the applicant already has an Active Paying Client.

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3. EXISTING-CLIENT DISCLOSURE

A person who already has an Active Paying Client does not qualify for the Client Launch Rate and must enroll at the Agency Growth Rate.

During checkout, the member may be asked:

> Do you currently have an active paying client for agency, consulting, SaaS, A.I., automation, HighLevel, website, digital-marketing or a related business service?

The member must answer this question truthfully.

By selecting the Client Launch Rate, the member certifies that:

1. The member does not currently have an Active Paying Client;

2. The member has not concealed, transferred or temporarily paused a client arrangement to qualify for the Client Launch Rate;

3. The member understands what constitutes an Active Paying Client; and

4. The member will report the First-Client Milestone as required by these Client Launch Terms.

A member who is uncertain about eligibility should contact [email protected] before purchasing.

Payments received from an existing client who should have been disclosed at enrollment do not create a new First-Client Milestone. Instead, they may establish that the member was ineligible for the Client Launch Rate from the beginning.

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4. PAYMENTS AND ARRANGEMENTS THAT DO NOT QUALIFY

The following do not ordinarily count as a Qualifying Paying Client or First-Client Milestone:

* Free trials;

* Free services;

* Unpaid pilot projects;

* Demonstration accounts;

* Internal agency accounts;

* Personal test accounts;

* Barter-only arrangements;

* Gifts or donations;

* Affiliate commissions;

* Referral fees unrelated to Covered Services;

* Payments for unrelated products;

* Payments received before joining Marketing engines a.i.;

* Payments that are immediately voided;

* Payments that are fully refunded before services begin;

* Fraudulent, fabricated or circular transactions; or

* Transactions created primarily to manipulate the membership rate.

A payment from the member, the member’s spouse, household member, commonly controlled company or closely related party does not qualify unless it represents a legitimate arm’s-length purchase of Covered Services and has been approved by Marketing engines a.i. in writing.

A paid pilot may qualify when it involves a legitimate business, a genuine commercial need and an actual non-refunded payment for Covered Services.

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5. FIRST-CLIENT MILESTONE

A member reaches the First-Client Milestone when all of the following have occurred:

1. The member has entered into a legitimate commercial relationship with a Qualifying Paying Client;

2. The client has paid the member for a Covered Service;

3. The payment has successfully cleared;

4. The transaction is not a free, barter-only, fabricated, related-party or otherwise excluded arrangement; and

5. The payment has not been fully refunded under the circumstances described in Section 9.

The First-Client Milestone is based on receiving payment. A signed proposal, verbal agreement, scheduled sales call or unpaid invoice alone does not establish the milestone.

The member does not need to wait until the entire project has been fulfilled or until every installment has been collected. A legitimate initial deposit, setup payment or first recurring payment may establish the First-Client Milestone.

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6. REPORTING REQUIREMENTS

A Client Launch member must report the First-Client Milestone within seven calendar days after receiving the first qualifying client payment.

The report must be submitted through:

* The designated member portal form;

* The C.A.R.E. Client Onboarding process;

* The approved fulfillment-request process; or

* Another reporting method designated by Marketing engines a.i..

The member may be asked to provide:

* The client’s business name;

* The general service purchased;

* The payment date;

* The amount collected;

* The applicable invoice or transaction number; and

* Reasonable proof that the payment was successfully received.

The member should not submit passwords, full bank-account numbers, full credit-card numbers or other unnecessary sensitive financial information.

Submitting a production HighLevel subaccount request, C.A.R.E. onboarding request or white-label fulfillment request for a paying client may serve as notice that the First-Client Milestone has occurred.

However, the member remains responsible for providing complete and accurate milestone information.

Reporting the milestone does not give Marketing engines a.i. ownership of the client or any right to a percentage of the member’s client revenue.

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7. MONTHLY MEMBERSHIP UPGRADE TIMING

A member enrolled at the $99.99 monthly Client Launch Rate will remain at that rate until the First-Client Milestone is reached.

After the First-Client Milestone:

1. The membership will transition to the $199.99 monthly Agency Growth Rate;

2. The new rate will apply on the member’s next applicable recurring billing date;

3. No mid-cycle prorated upgrade charge will ordinarily be imposed for the billing period in which the milestone occurs; and

4. The membership will continue renewing at the Agency Growth Rate until canceled or otherwise changed according to the Terms of Service.

For example, if the member is normally billed on the fifteenth day of each month and reaches the First-Client Milestone on the fifth day of the month, the next scheduled membership charge will ordinarily be $199.99.

We will provide written confirmation of the rate transition before or in connection with the first Agency Growth Rate charge, subject to any additional notice required by applicable law.

By accepting these Client Launch Terms, the member expressly authorizes Marketing engines a.i. to transition the recurring monthly membership charge from $99.99 to $199.99 after the First-Client Milestone, subject to these terms.

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8. ANNUAL MEMBERSHIP UPGRADE TIMING

A member enrolled at the $999.99 annual Client Launch Rate receives a prepaid annual membership term.

If the member reaches the First-Client Milestone during that prepaid term:

1. The current annual term remains active through its original expiration date;

2. No midterm prorated charge for the difference between the Client Launch Rate and Agency Growth Rate will ordinarily be imposed;

3. The membership will be designated to renew at the $1,999.99 annual Agency Growth Rate; and

4. The Agency Growth Rate will be charged on the next annual renewal date unless the membership is canceled before renewal according to the Terms of Service.

For example, a member who purchases the $999.99 annual Client Launch membership and reaches the First-Client Milestone three months later may continue through the remainder of the prepaid annual term. The membership will then renew at $1,999.99 on the next annual renewal date.

If the member has not reached the First-Client Milestone by the annual renewal date, the member may remain eligible to renew at the then-current Client Launch Rate, subject to:

* Recertification of eligibility;

* Compliance with these Client Launch Terms;

* Account review; and

* Any lawful advance notice of a future pricing change.

By accepting these Client Launch Terms, the member expressly authorizes renewal at the Agency Growth Rate after reaching the First-Client Milestone, unless the member cancels before renewal.

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9. REFUNDED, REVERSED OR DISPUTED CLIENT PAYMENTS

A client payment that is fully refunded before meaningful services begin may not count toward the First-Client Milestone.

To request review of a refunded payment, the member must:

1. Notify Marketing engines a.i. promptly;

2. Provide reasonable evidence of the full refund or reversal;

3. Confirm whether services had begun or deliverables had been provided; and

4. Provide any additional non-sensitive information reasonably necessary to evaluate the request.

Marketing engines a.i. will review the circumstances in good faith.

The First-Client Milestone will not ordinarily be reversed when:

* Only part of the client payment was refunded;

* Services had already begun;

* A deliverable had already been supplied;

* The client later canceled after receiving services;

* A recurring client stopped paying after the initial service period;

* A chargeback resulted from a dispute concerning completed or partially completed work; or

* The member voluntarily refunded the payment primarily to remain at the Client Launch Rate.

A full refund does not automatically restore eligibility. The facts and timing of the transaction will be considered.

If a monthly membership has already transitioned to the Agency Growth Rate and the payment is later determined not to qualify, we may restore the Client Launch Rate prospectively. Any account credit or refund is discretionary except where required by law or the general refund policy.

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10. PRODUCTION SUBACCOUNT AND FULFILLMENT TRIGGERS

The following activities may confirm or reasonably indicate that the member has reached the First-Client Milestone:

1. Requesting a production HighLevel subaccount for a paying client;

2. Activating or transferring a HighLevel subaccount for a paying client;

3. Submitting a client through the C.A.R.E. Client Onboarding Engine;

4. Requesting installation of a proprietary Client Service Engine for a paying client;

5. Submitting a white-label fulfillment request for a paying client;

6. Requesting production setup of a client website, funnel, workflow, automation, A.I. receptionist or related Covered Service; or

7. Identifying an account or project as a paying-client account within the member portal or support system.

An internal agency account, approved demonstration account or genuine unpaid test account does not by itself establish the First-Client Milestone.

The member must clearly identify each requested account or project as one of the following:

* Internal agency use;

* Demonstration or testing;

* Unpaid pilot; or

* Production paying client.

Mislabeling a production paying-client account as a demonstration or internal account may be treated as a failure to report or material misrepresentation.

Production Client Activity may serve as notice of the milestone, but it does not eliminate the member’s obligation to report the qualifying payment within seven calendar days.

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11. REASONABLE PROOF OF CLIENT STATUS

Marketing engines a.i. may request reasonable proof to:

* Confirm Client Launch Rate eligibility;

* Confirm that a First-Client Milestone has occurred;

* Review a claimed refund or charge reversal;

* Investigate inconsistent account information;

* Enforce the fair-use policy; or

* Prevent fraud, abuse or manipulation of the milestone-pricing program.

Reasonable proof may include:

* A paid invoice;

* A payment-processor receipt;

* A redacted bank or transaction record;

* A signed service agreement;

* A client intake form;

* A screenshot showing a cleared payment;

* A production subaccount request;

* A fulfillment submission; or

* Similar documentation reasonably connected to the client engagement.

Members may redact unrelated transactions, full financial-account numbers, passwords and other information not needed for verification.

The documentation must still show enough information to verify:

* The client or payer;

* The date of payment;

* The payment status;

* The general nature of the transaction; and

* The amount received, when reasonably necessary.

The member must provide requested proof within ten business days, unless we approve additional time in writing.

We will ordinarily avoid contacting the member’s client directly solely to verify milestone status without first notifying the member. This limitation does not apply when direct contact is required by law or reasonably necessary to investigate fraud, security concerns or misuse of the platform.

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12. FAILURE TO REPORT OR PROVIDE PROOF

We understand that an honest reporting delay may occur.

A member who realizes that a milestone was not reported should contact us promptly. We may allow the member to correct an unintentional omission without further account action beyond the required rate transition.

When a monthly member fails to report the First-Client Milestone, we may:

1. Transition the membership to the Agency Growth Rate;

2. Make the transition effective as of the first regular billing date that followed the actual milestone;

3. Charge the difference between the Client Launch Rate and Agency Growth Rate for any billing periods during which the lower rate was improperly retained;

4. Pause new HighLevel subaccount or fulfillment requests until the account is corrected; or

5. Require updated eligibility documentation.

By accepting these terms, the member authorizes any properly disclosed rate correction resulting from an unreported milestone, subject to applicable law and advance notice of the correction.

For annual members, failure to report does not ordinarily create a midterm prorated upgrade charge under the annual policy described above. However, it may result in:

* Renewal at the Agency Growth Rate;

* Suspension of fulfillment or other membership benefits;

* Loss of future Client Launch Rate eligibility; or

* Termination for material misrepresentation.

Intentional concealment, fabricated transactions, repeated failure to report, refusal to provide reasonable proof or deliberate misclassification of production accounts may constitute a material breach of the membership agreement.

Where permitted by law and the applicable refund policy, a material breach may result in suspension or termination without a refund.

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13. CANCELLATION AND REJOINING

A member may cancel according to the cancellation procedures in the Marketing engines a.i. Terms of Service.

Cancellation does not:

* Erase a First-Client Milestone that has already occurred;

* Restore Client Launch Rate eligibility;

* Eliminate outstanding usage or third-party charges;

* Eliminate a valid rate-correction balance; or

* Permit the member to create a new account to reset the milestone.

A former Client Launch member who cancels before acquiring a Qualifying Paying Client may apply to rejoin at the then-current Client Launch Rate. Eligibility will be reevaluated at the time of rejoining.

A former member who acquired a Qualifying Paying Client before, during or after cancellation must rejoin at the Agency Growth Rate if that client remains active or if the First-Client Milestone had already occurred.

A member who previously transitioned to the Agency Growth Rate may not return to the Client Launch Rate merely because:

* The first client later canceled;

* The member temporarily has no active clients;

* The member changes a business name;

* The member creates a new legal entity;

* The member opens a different payment account; or

* The member enrolls through a different email address.

Any exception must be approved by Marketing engines a.i. in writing.

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14. PASS-THROUGH COSTS AND OUT-OF-SCOPE SERVICES

The Client Launch Rate and Agency Growth Rate cover membership access as described on the applicable sales and checkout pages.

Unless specifically stated otherwise, the membership fee does not include all third-party or usage-based expenses.

Separate charges may apply for:

* Phone numbers;

* Calls and call minutes;

* SMS or MMS messages;

* Email sending;

* A.I. conversation or voice usage;

* Premium workflow actions;

* Domain registration;

* External software;

* Payment-processing fees;

* Third-party integrations;

* Custom development;

* Out-of-scope fulfillment; or

* Other metered HighLevel or third-party services.

The transition from the Client Launch Rate to the Agency Growth Rate is separate from these pass-through costs.

A member may incur usage or third-party expenses before acquiring a first client.

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15. NO CLIENT OR INCOME GUARANTEE

The Client Launch Rate is a pricing accommodation, not a promise of business results.

Marketing engines a.i. does not guarantee:

* A specific number of leads;

* A specific number of appointments;

* A specific number of clients;

* A particular closing rate;

* A particular timeframe for acquiring a client;

* Revenue;

* Profit;

* Return on investment; or

* Any other business or financial outcome.

Results depend on numerous factors, including the member’s market, niche, offer, pricing, prospecting, communication, sales ability, implementation, effort and external business conditions.

The member remains responsible for acquiring clients, making sales representations, establishing client agreements, setting prices, collecting payments and managing client relationships.

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16. RECURRING BILLING AUTHORIZATION

By enrolling in Marketing engines a.i., the member authorizes recurring charges to the payment method provided at checkout until the membership is canceled.

A Client Launch member specifically understands and agrees that:

1. The initial recurring rate is $99.99 monthly or $999.99 annually;

2. The discounted rate is conditional on Client Launch eligibility;

3. The monthly rate will transition to $199.99 after the First-Client Milestone;

4. The annual membership will renew at $1,999.99 after the First-Client Milestone;

5. Applicable taxes, usage charges and third-party expenses may be charged separately;

6. The member must report the First-Client Milestone; and

7. Failure to report may result in a rate correction or other action described in these terms.

The member should not select the Client Launch Rate unless the member understands and accepts the future rate transition.

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17. CHANGES TO THESE TERMS

We may update these Client Launch Terms to reflect changes in the membership, pricing structure, fulfillment process, legal requirements or business operations.

Changes will apply prospectively unless a retroactive change is required by law or is expressly accepted by the member.

When a change materially affects the recurring membership price, eligibility requirements or billing process, we will provide notice and obtain any consent required by applicable law.

The version in effect when a disputed event occurred will generally govern that event unless otherwise required by law.

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18. CONTACT INFORMATION

Questions concerning Client Launch Rate eligibility, milestone reporting, billing transitions or these terms should be directed to:

Marketing engines a.i.

Marketing engines a.i. Support

Email: [email protected]

Mailing Address: 7322 S. Rainbow blvd ste 128, las vegas, NV 89139

Website: Marketingenginesai.com

Please contact support before enrolling if you are uncertain whether you currently have an Active Paying Client or qualify for the Client Launch Rate.