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Master Service Agreement
Standard terms for our engagement
1. Scope of services
Agency will provide the services described in each mutually agreed SOW or proposal. Any changes to scope will be agreed in writing and may affect fees and timelines.
2. Fees & payment terms
Client agrees to pay the fees set out in the applicable SOW. Recurring services are billed monthly in advance unless otherwise stated. One-time projects are typically billed as a deposit plus a balance due at launch. Invoices are due upon receipt; overdue balances may pause active work.
3. Term & termination
Recurring engagements are month-to-month unless a fixed term is specified, and either party may terminate with 30 days' written notice. Fees for work performed and committed costs through the termination date remain payable.
4. Ownership & licenses
Upon full payment for a one-time project, Agency assigns to Client ownership of the final deliverables created specifically for Client, excluding Agency's pre-existing tools, frameworks, and third-party assets, which are licensed to Client for use in the deliverables.
5. Client responsibilities
Client agrees to provide timely access, content, feedback, and approvals reasonably necessary for Agency to perform. Delays in Client inputs may affect timelines.
6. Confidentiality
Each party agrees to keep confidential the non-public information of the other party disclosed in connection with the engagement and to use it only for purposes of performing under this Agreement.
7. Warranties & disclaimers
Agency will perform services in a professional and workmanlike manner. Except as expressly stated, services are provided without other warranties, and Agency does not guarantee specific results such as rankings, traffic, leads, or revenue.
8. Limitation of liability
Neither party will be liable for indirect, incidental, or consequential damages. Agency's aggregate liability under this Agreement is limited to the fees paid by Client in the three (3) months preceding the event giving rise to the claim.
9. General
This Agreement, together with any SOWs, constitutes the entire agreement between the parties. It is governed by the laws of the State of Florida. If any provision is found unenforceable, the remaining provisions remain in effect.
10. Acceptance & signature
By signing the applicable proposal, SOW, or signature request, Client acknowledges and agrees to the terms of this Agreement. Electronic signatures are valid and binding to the extent permitted by applicable law.
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