Last Updated: November 20, 2025
(For Kova Partners LLC d/b/a Implux Marketing)

These Additional Program Terms (“Program Terms”) incorporate and are governed by the Master Services Agreement (“MSA”) between Client and Agency. All capitalized terms not defined here follow the meaning assigned in the MSA.

1. Additional Definitions

The following terms apply to all performance-based or hybrid engagements offered by Agency:

“Attribution Model”

The rule or mechanism used to determine which campaign, channel, or touchpoint receives credit for a lead, sale, or conversion (e.g., last-click, first-click, linear, platform-reported attribution, CRM attribution).

“Billable Lead”

A lead, call, form submission, or appointment considered valid for performance billing as defined in the applicable Order Form.

“Billable Conversion”

A sale, purchase, contract, or revenue-generating event attributed to Agency under the agreed Attribution Model.

“Campaign Data”

Data produced through marketing campaigns, including impressions, clicks, conversions, calls, revenue, spend, and channel-level attribution reports.

“Performance Fee”

Any fee calculated based on:

  • cost per lead (CPL)
  • cost per acquisition (CPA)
  • percent of revenue
  • percent of ad spend
  • bonuses tied to KPIs
    as stated in the Order Form.

“Service Month”

Each calendar month during which Agency provides Services.

“Tracking Systems”

Analytics systems used to track leads or conversions, including (but not limited to):

  • Google Analytics / GA4
  • CRM systems
  • Call tracking platforms
  • Landing page tracking
  • Ad platform conversion tracking

2. Program Obligations & Restrictions

2.1 Services

Agency will provide Services described in the Order Form. Agency does not guarantee any specific lead volume, ranking, revenue, or performance outcome.

2.2 Attribution Requirements

Client agrees that the Attribution Model documented in the Order Form governs which leads or conversions qualify as Billable Leads or Billable Conversions.

If no Attribution Model is specified, Agency’s platform-reported attribution will be final.

2.3 Tracking Access

Client must maintain access to tracking platforms, CRMs, websites, call systems, and advertising accounts so Agency can accurately track results.

Agency is not responsible for:

  • broken CRM funnels
  • tracking disabled by Client
  • leads not captured due to Client-side issues

2.4 Performance Exclusivity (Optional Clause)

If an Order Form includes performance-based fees, Client agrees Agency is the exclusive provider of marketing services tied to that performance metric during the Service Term unless otherwise stated.

This prevents:

  • competing agencies inflating results
  • duplicate billing
  • channel cannibalization

2.5 Case Study Participation

If mutually requested, Client agrees to participate in a case study, subject to final written approval before publication.

3. Performance Measurement

3.1 Primary Measurement Standards

Unless otherwise specified in writing:
Agency’s Campaign Data is the authoritative source for determining Billable Leads, Conversions, and Performance Fees.

This includes data from:

  • Google Ads
  • Meta Ads Manager
  • TikTok Ads
  • GA4
  • Call tracking systems
  • CRM data, where available

3.2 Conflicts in Attribution

If Client disputes attribution, the following conditions must be met:

  • Client must use the same attribution model Agency uses (last-click, platform reporting, etc.).
  • The discrepancy must exceed 10% for the month.
  • Client must provide documented evidence within 10 days of month-end.

3.3 Resolution Process

Agency will review supporting documentation in good faith.

If a discrepancy is verified over 10%, Agency will adjust performance fees accordingly.

If discrepancies are unverified three (3) times within 12 months,
Client will be charged a 10% reconciliation fee to cover investigation time.

4. Invoicing & Payment

4.1 Monthly Invoices

Agency will issue invoices for:

  • Retainer fees
  • Performance fees
  • Ad spend (if billed through Agency)
  • Any approved additional work

Payment is due within the timeframe stated in the Order Form.

4.2 Performance Fee Calculations

Performance fees will be based on:

  • Billable Leads
  • Billable Conversions
  • Revenue
  • Ad spend percentage
  • KPI bonuses

as defined in the Order Form.

4.3 Non-Refundable Fees

All payments are final. Campaign performance does not entitle Client to refunds.

4.4 Late Payments

Late payments may incur interest and may result in immediate suspension of Services.

4.5 Discrepancy Reviews

Client may request a review of Campaign Data discrepancies in accordance with Section 3.2.
Disputes do not delay payment.

5. Chargebacks / Lead Adjustments

5.1 Billable Lead Adjustments

Client may request removal of invalid leads (spam, duplicate submissions, test entries) within 10 days of reporting.

Valid reasons for removal:

  • Spam/bot
  • Duplicate
  • Test leads

Invalid removal reasons:

  • Lead did not purchase
  • Client intake did not follow up
  • Lead “wasn’t a good fit”
  • Client-side operational failures

5.2 Chargeback Window

For revenue-based or sale-based performance models,
Client may report revenue adjustments for up to 30 days after month-end.

6. Taxes

Each Party is responsible for its own taxes.
Agency will add applicable taxes to invoices where required by law.