1. Services Overview

The Provider offers marketing, website, SEO, AI/automation, advertising, and business operations services to small businesses. Specific services, pricing, and terms are defined in one or more Service Agreements (e.g., Hosting & Maintenance Agreement, Project Agreement) that reference this MSA.

This MSA governs all services unless a specific Service Agreement explicitly overrides a term.

2. Scope of Services

1. The Provider agrees to perform the services described in the applicable Service Agreement(s).
2. The Client agrees to provide timely access to any information, assets, accounts, or approvals necessary for the Provider to perform the services.
3. The Provider reserves the right to refuse or discontinue services if the Client fails to provide necessary access or cooperation within a reasonable timeframe.

3. Fees & Payment

1. Fees are as stated in the applicable Service Agreement or invoice.
2. Monthly plans (e.g., Site Care, Site Care Plus) are billed in advance on the same day each month. There are no annual contracts — you can cancel at any time.
3. Project-based work is billed as stated in the applicable Project Agreement — typically 50% upfront and 50% upon completion, unless otherwise agreed.
4. Payment methods include credit/debit card and ACH/bank transfer. Invoices are due within 15 days of the invoice date unless otherwise specified.
5. Late payments may result in a 1.5% monthly late fee (or the maximum allowed by law) and suspension of services after 15 days past due.
6. Price changes — We may adjust pricing for monthly plans with 30 days' written notice. Locked-in pricing for existing clients will be honored for the remainder of their current billing cycle.

4. Term & Termination

1. Monthly plans continue month-to-month until cancelled by either party with 30 days' written notice.
2. Project agreements terminate upon completion of the scope of work, unless terminated earlier per this section.
3. Either party may terminate immediately if the other party:
   • Materially breaches this agreement and fails to cure within 15 days of written notice, or
   • Becomes insolvent, files for bankruptcy, or ceases operations.
4. Upon termination:
   • The Client must pay all fees due through the termination date.
   • The Provider will deliver any completed work products to the Client.
   • The Provider may, at the Client's request, transfer website hosting and domain management to the Client or their designee. Transfer fees may apply.

5. Intellectual Property

1. Client-owned materials (logos, content, images, brand assets) remain the property of the Client.
2. Work product created by the Provider (website copy, designs, SEO content, ad copy, automation scripts) is owned by the Client upon full payment for the applicable services.
3. The Provider retains the right to display work in its portfolio unless the Client requests otherwise in writing.
4. The Provider may use general knowledge, skills, and methodologies gained during the engagement for future clients.

6. Confidentiality

1. Both parties agree to keep confidential any non-public information shared during the engagement, including business processes, customer data, financial information, and strategic plans.
2. This obligation survives termination for a period of 2 years.
3. This does not apply to information that:
   • Is or becomes publicly known through no fault of the receiving party,
   • Was already known to the receiving party before disclosure, or
   • Is required to be disclosed by law.

7. Limitation of Liability

1. The Provider is not liable for indirect, incidental, or consequential damages, including lost profits, lost revenue, lost business opportunities, or data loss.
2. The Provider's total liability under this agreement is limited to the total fees paid by the Client in the 3 months preceding the claim.
3. The Provider does not guarantee specific business outcomes (e.g., "X more customers," "Y% increase in sales"). Services are performed to professional standards, but results depend on many factors outside the Provider's control.
4. The Client is responsible for maintaining their own backups of website content and data. While the Provider performs automated backups as part of hosting services, the Provider is not liable for data loss.

8. Indemnification

The Client agrees to indemnify and hold the Provider harmless from claims arising from:

• Content or materials provided by the Client that infringe on third-party rights,
• Client's use of Provider's services in violation of applicable law, or
• Client's breach of this agreement.

9. Dispute Resolution

1. Informal resolution first — If a dispute arises, both parties agree to attempt good-faith negotiation for 30 days before pursuing formal remedies.
2. Governing law — This agreement is governed by the laws of the State of Washington, without regard to conflict-of-law provisions.
3. Arbitration — Any unresolved disputes shall be resolved by binding arbitration in Douglas County, in accordance with the rules of the American Arbitration Association. Each party bears its own legal fees unless the arbitrator determines one party acted in bad faith.

10. General Provisions

1. Entire agreement — This MSA together with any referenced Service Agreements constitutes the entire agreement between the parties and supersedes any prior agreements or communications.
2. Amendments — Any amendments must be in writing and signed by both parties.
3. Severability — If any provision of this agreement is found unenforceable, the remaining provisions remain in full force.
4. No third-party beneficiaries — This agreement is for the benefit of the parties only.
5. Force majeure — Neither party is liable for delays caused by events outside their reasonable control (natural disasters, pandemics, internet outages, acts of God).
6. Electronic signatures — This agreement may be executed electronically, and electronic signatures are binding.

11. Contact & Notices

All notices under this agreement should be sent to:

By signing below, both parties acknowledge they have read, understood, and agreed to this Master Services Agreement and any referenced Service Agreements.