Master Services Agreement

1. Service Period

All packages, services, talent placements, and work engagements are subject to the service period outlined in section 2 of this Master Services Agreement. Unless otherwise stated in a separate Statement of Work ("SOW"), all service agreements operate on a month-to-month basis following any initial commitment period.

The initial service period begins on the Effective Date and continues for the term specified in the applicable SOW. Upon completion of the initial term, services will automatically renew on a month-to-month basis unless either party provides written notice of cancellation in accordance with the cancellation provisions outlined in this Agreement.

2. Account Registration

Client agrees to provide accurate, current, and complete information during the registration and onboarding process. Client is responsible for maintaining the confidentiality of any account credentials and for all activities that occur under their account.

Client shall promptly notify Agency of any unauthorized use of their account or any other breach of security. Agency shall not be liable for any loss or damage arising from Client's failure to comply with this section.

3. Account Ownership & Access

Admin level access to all marketing platforms, advertising accounts, CRM systems, and related tools managed under this Agreement will be restricted to Concinnity Digital LLC staff only for the duration of the service period. This is necessary to ensure campaign integrity, security, and optimal performance.

Client will retain ownership of all accounts created on their behalf. Upon termination of services, full admin access will be transferred to Client within 30 days of the final billing period, provided all outstanding invoices have been settled.

4. Authorization

By entering into this Agreement, Client authorizes Agency to act on their behalf in the management, optimization, and execution of digital marketing services as outlined in any applicable SOW. This includes, but is not limited to, creating, modifying, and managing advertising accounts, CRM configurations, analytics integrations, and content publishing.

Client authorizes Agency to make necessary changes to website code, tracking configurations, and third-party integrations as required to deliver the agreed-upon services.

5. Payment Terms

Payment for services shall be rendered according to the following terms:

• ACH Auto Draft: For services exceeding $2,000 in monthly billings, payment will be processed via ACH auto draft on the agreed-upon billing date each month.
• ACH Invoice: For services under $2,000 in monthly billings, invoices will be sent via QuickBooks or similar invoicing platform. Payment is due within 15 days of invoice date.
• Processing Fees: Any third-party processing fees incurred through payment platforms (credit card surcharges, wire transfer fees, etc.) are the responsibility of the Client.
• Late Payments: Invoices unpaid after 30 days will incur a 1.5% monthly late fee. Agency reserves the right to pause all active services until outstanding balances are resolved.

6. All Sales Are Final

All sales are final. Due to the nature of digital marketing services, which require immediate resource allocation, strategic planning, and third-party commitments, refunds will not be issued for services rendered or in progress. Any disputes regarding service quality will be addressed through the cure period outlined in the Cancellation section of this Agreement.

7. Intellectual Property

7a. Agency Intellectual Property

All proprietary methodologies, frameworks, systems, templates, automation workflows, and tools developed by Agency prior to or independently of this Agreement remain the exclusive intellectual property of Concinnity Digital LLC. Client is granted a non-exclusive, non-transferable license to benefit from these systems during the service period.

7b. Client Intellectual Property

All content, creative assets, copy, and campaign materials specifically created for Client under this Agreement shall become the property of Client upon full payment. Client grants Agency permission to use anonymized results and general descriptions of work performed for portfolio and marketing purposes unless otherwise agreed in writing.

8. Ad Platform Representatives Disclaimer

Agency does not guarantee the advice, recommendations, or actions taken by advertising platform representatives (Google Ads reps, Meta reps, etc.). While Agency maintains strategic relationships with major advertising platforms, the recommendations provided by platform representatives may not always align with Client's best interests or Agency's strategic approach.

Agency will exercise professional judgment in evaluating and implementing platform recommendations and will prioritize Client's performance objectives over platform-suggested changes.

9. Automation Risk Statement

Marketing automation, while highly effective when properly configured, carries inherent risks including but not limited to: unintended message delivery, system integration failures, data synchronization issues, and third-party platform changes. Agency will implement reasonable safeguards and testing protocols, but Client acknowledges that no automation system is infallible.

Agency shall not be held liable for damages resulting from automation errors beyond the scope of Agency's direct control, including third-party platform outages, API changes, or data corruption originating from Client's systems.

10. Force Majeure

Neither party shall be liable for any failure or delay in performing their obligations under this Agreement if such failure or delay results from circumstances beyond the reasonable control of that party, including but not limited to: natural disasters, acts of government, pandemic, war, terrorism, labor disputes, internet or infrastructure failures, or actions of third-party service providers.

11. Applicable Law

This Agreement shall be governed by and construed in accordance with the laws of the State in which Concinnity Digital LLC is registered, without regard to its conflict of laws principles. Any disputes arising out of or related to this Agreement shall be resolved through binding arbitration in accordance with applicable arbitration rules, unless both parties agree to alternative dispute resolution.

12. Cancellation

Either party may terminate this Agreement by providing written notice to the other party. The following terms apply:

• Notice Period: A minimum of 30 days written notice is required prior to the next billing cycle.
• Cure Period: If Client is dissatisfied with service quality, Client must provide written notice detailing specific concerns. Agency will have a 30-day cure period to address and resolve the identified issues before cancellation takes effect.
• Transition: Upon cancellation, Agency will provide a reasonable transition period (up to 30 days) to transfer account access, documentation, and assets to Client or their designated representative.
• Final Invoice: Any outstanding balances, including work completed during the notice period, will be invoiced and are due within 15 days of the final invoice date.

13. Entire Agreement

This Agreement, together with any applicable Statements of Work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.

No modification of this Agreement shall be effective unless in writing and signed by both parties.