Master Services Agreement

1. Parties and Acceptance

This Master Services Agreement ("Agreement") is entered into between CraftedPath, LLC ("Agency") and the client ("Client") who engages Agency's services. Client accepts this Agreement by signing a Scope of Work, accepting it electronically, or paying the first invoice for an engagement that references it, whichever occurs first. Electronic signatures and electronic records are valid and enforceable under the federal E-SIGN Act and Kentucky's Uniform Electronic Transactions Act.

The version of this Agreement in effect on the effective date of a Scope of Work governs that Scope of Work for its duration, including any renewals, unless the parties agree otherwise in writing.

2. Services and Scope

Agency provides digital marketing and web development services, which may include: Google Ads and other paid media management; AI-channel advertising management (including ads inside ChatGPT and similar platforms); search engine optimization and answer engine optimization ("SEO/AEO") services, including audits, Google Business Profile work, technical SEO, and content work; landing page design, build, and hosting; website design and development projects; conversion tracking and analytics setup; and marketing audits.

The specific services, deliverables, page counts, revision rounds, timelines, reporting cadence, and fees for each engagement are defined in a mutually approved Scope of Work ("SOW"). If this Agreement and an SOW conflict, the SOW controls for that engagement.

Unless expressly included in an SOW, services do not include CRM setup, sales follow-up, ongoing website maintenance, legal or privacy-policy drafting, photography, or video production.

Agency may use Client-provided materials, images from Client's existing website, or images generated, sourced, or edited through Agency's tools to create ads, landing pages, websites, and related materials. Client is responsible for approving final use and confirming that Client-provided or existing-website materials may be used.

3. Fees and Payment

3.1 Fees and Schedule

All fees, billing frequency, payment structure, and any minimum-commitment period are defined in the applicable SOW. For project-based work, payment is due before work begins or in installments as stated in the SOW; work begins upon receipt of the first payment.

3.2 Audit Credits

If a paid audit is credited toward a subsequent engagement, the credit and the engagement it applies to will be stated in the SOW.

3.3 Invoices and Due Date

Agency will issue invoices per the schedule in the SOW. Each invoice is payable within seven (7) calendar days of issuance unless otherwise stated.

3.4 Late Payments

Past-due balances accrue interest at 1.5% of the outstanding amount per month (18% per annum), or the maximum rate permitted by applicable law, whichever is lower. After a fourteen-day written cure period, Agency may pause work and/or suspend access to campaigns, landing pages, and hosted infrastructure until the account is current. Timelines will be adjusted accordingly.

3.5 Additional Services

Work requested outside the SOW, including additional pages, features, campaigns, or revisions beyond the agreed scope, will be quoted separately and performed at Agency's then-current rates upon Client's written approval.

3.6 Third-Party Costs and Media Spend

Third-party costs, including but not limited to advertising media spend, software subscriptions, domain registration, hosting, SSL certificates, premium plugins or themes, stock assets, fonts, and API subscriptions, are borne by Client and are not included in Agency's fees unless explicitly stated in the SOW.

3.7 Ad Spend and Campaign Approval

Client pays advertising spend directly to Google, OpenAI, or the applicable advertising platform. Agency does not advance, reimburse, or guarantee ad spend. Client is responsible for maintaining valid billing details, available funds, and any platform charges, taxes, or fees.

Written or verbal approval is sufficient for Agency to create, launch, pause, edit, or optimize campaigns, budgets, bids, ads, landing pages, tracking, and related settings. Approval may be given by email, text message, call, meeting, or other ordinary business communication.

3.8 Taxes

Fees are exclusive of taxes. Where applicable law requires it, Agency will collect and remit sales and use tax on taxable services (for example, Kentucky sales tax currently applies to website design, development, and hosting services), and such taxes will appear as separate line items on invoices. Client is responsible for all taxes arising from the engagement other than taxes on Agency's income.

3.9 Refunds

Except where required by law, fees for ongoing services are non-refundable once services or reserved time have been rendered or allocated. For project-based work, payments are non-refundable once work has commenced; if Client cancels before completion, any refund will be calculated based on work remaining, less a 15% cancellation fee.

4. Timelines, Platform Risk, and No Guarantee of Results

SEO/AEO work typically requires at least 3 to 6 months to show measurable organic impact. Paid advertising may drive traffic immediately, but meaningful optimization requires accumulating conversion data over time. AI advertising channels are early-stage and are approached as measured tests. Agency makes no guarantees of specific rankings, traffic, conversion rates, cost per lead, ROAS, or revenue.

Client understands that Google, OpenAI, Meta, analytics providers, call-tracking providers, hosting providers, domain registrars, and other third-party platforms may reject ads, require verification, suspend or restrict accounts, change policies, change auctions or pricing, limit tracking, delay reviews, or otherwise affect performance. Agency is not responsible for third-party platform decisions, outages, delays, policy enforcement, or changes outside Agency's reasonable control.

Project timelines are estimates based on scope and Client responsiveness. Timelines begin after receipt of the initial payment and all required Client materials. Delays caused by late Client feedback, missing content, or scope changes extend timelines proportionally.

5. Client Responsibilities

Provide access: Client will provide requested access (for example: Google Ads, GA4, Google Search Console, Google Business Profile, Tag Manager, CMS, domain/DNS, and hosting) within 3 business days of request.

Provide content and approvals: Client will supply required content and consolidated feedback within 3 business days for ongoing services and within 5 business days of each milestone for project work. For project work, no response within 10 business days constitutes approval of the delivered milestone.

Designate a decision-maker: Client will designate a single point of contact with authority to provide approvals and make decisions.

Provide testimonials: Client will provide any testimonials, reviews, customer quotes, or similar social proof it wants Agency to use, and confirms those materials are truthful, permissioned, and approved for use.

Confirm claims and compliance: Client is responsible for the accuracy, legality, and compliance of all business claims, offers, pricing, guarantees, testimonials, regulated-industry language, required disclosures, privacy notices, and other content used in ads, landing pages, websites, forms, and related materials.

6. Revisions

For project-based work, the SOW specifies the number of included revision rounds. A "revision round" consists of consolidated feedback provided in a single response. Revisions beyond the included rounds, or revisions to previously approved work, will be billed at Agency's then-current rates.

7. Intellectual Property

7.1 Client Materials

Client retains ownership of all materials supplied to Agency, including logos, images, and content.

7.2 Deliverables

Upon receipt of all fees due, Agency assigns to Client all right, title, and interest in the campaign copy, keyword research, creative, custom website design, and custom code produced under the applicable SOW, excluding Agency's pre-existing tools, frameworks, code libraries, templates, and know-how (which remain Agency intellectual property and, where embedded in deliverables, are licensed to Client for use with those deliverables). Third-party components remain subject to their own licenses, and Client receives only the rights those licenses allow.

7.3 Portfolio Rights

Agency may display completed work and anonymized or approved results in portfolios, case studies, and marketing materials.

7.4 Agency-Hosted Landing Pages and Infrastructure

Landing pages built for advertising campaigns are hosted on Agency's proprietary platform unless otherwise stated in the SOW. Client will provide domain/DNS access needed to connect approved domains or subdomains. If Client stops using Agency's services, Agency may suspend hosted landing pages and related platform access. After all outstanding balances are paid, Client may request an HTML export of the landing pages within 30 days after termination. The proprietary platform, source systems, deployment pipeline, templates, build tooling, server configuration, form backend, tracking infrastructure, and other underlying infrastructure are not provided.

7.5 Website Projects: Hosting, Domains, and Source

Unless otherwise specified in the SOW, website projects are deployed to Client-owned hosting, and Client is responsible for maintaining hosting and domain registration under Client ownership. Upon final payment, Client receives the website codebase; design source files are provided on request at no additional charge. Post-launch deployments and hosting migrations are not included unless specified in the SOW.

7.6 Advertising and Analytics Accounts

Google Ads, OpenAI, Meta, analytics, and similar platform accounts remain Client property. Agency is granted management access for the duration of the engagement. Upon termination, Client is responsible for revoking Agency's access, and Agency will cooperate with access-removal requests.

8. Testing, Launch, and Post-Launch Support

For website projects, Agency will test on current versions of major browsers (Chrome, Firefox, Safari, Edge) and ensure responsive functionality on common device sizes; legacy browser support requires separate agreement. Client must provide written approval before a website goes live. Agency will fix bugs in Agency's code at no charge for 30 days following launch, where a "bug" is functionality that does not perform as specified in the approved SOW. Ongoing maintenance, updates, security patches, and content changes are not included unless covered by a separate SOW.

9. Confidentiality and Data Protection

Each party will keep the other's confidential information secure and use it only for purposes of the engagement.

Where Agency processes personal data of Client's customers or leads on Client's behalf (for example, through landing page forms, tracking, or analytics), the parties agree that Client is the controller and Agency is the processor of that data. Agency will: process such data only on Client's documented instructions and for the purposes of the engagement; apply reasonable administrative, technical, and physical safeguards; assist Client, as reasonably needed, in responding to consumer rights requests; engage subprocessors (such as hosting, form-handling, and analytics vendors) only under obligations consistent with this section; and delete or return such data following termination upon Client's written request, except where retention is required by law. Each party will comply with applicable data-protection laws, including the Kentucky Consumer Data Protection Act where it applies.

Client is responsible for its own privacy policy, cookie and tracking disclosures, and any consents or notices required for data collected through Client's business, website, and marketing funnels.

10. Term and Termination

10.1 Ongoing Services Term

Unless the SOW states otherwise, ongoing service engagements begin on the date of first payment and continue for twelve (12) months (the "Initial Term"), then renew month-to-month unless either party provides 90 days' written notice of non-renewal.

10.2 90-Day Opt-Out

Client may terminate an ongoing service engagement for any reason within the first 90 days by providing written notice. Upon such termination, Client owes only for work performed and expenses incurred through the termination date.

10.3 Termination After 90 Days

After the 90-day opt-out period, Client may terminate an ongoing service engagement with 30 days' written notice, but all fees for the remainder of the Initial Term become immediately due upon termination.

10.4 Project Termination and Abandonment

Client may terminate a project engagement with written notice; Client owes for all work completed to date plus the cancellation fee in Section 3.9, and Agency will deliver completed work product upon receipt of payment. If Client becomes unresponsive for 30 consecutive days without prior arrangement, Agency may treat the project as abandoned; Client forfeits amounts paid and owes for work completed, and Agency may repurpose uncommitted concepts.

10.5 Termination for Breach

Either party may terminate if the other materially breaches this Agreement and fails to cure within 14 days of written notice. Agency may suspend work for non-payment without waiving any rights.

10.6 Post-Termination

Upon any termination, Agency will remove its administrative access to Client's platforms as described in Sections 7.4 through 7.6, and each party will return or delete the other's confidential information on request, subject to Section 9.

11. Indemnification

Client will defend, indemnify, and hold harmless Agency from any claim, demand, loss, liability, damages, settlement, cost, or expense, including reasonable attorneys' fees, arising from Client's business, products, services, Client materials, website content, advertising claims, offers, pricing, guarantees, testimonials, reviews, regulated-industry language, required disclosures, privacy practices, intellectual-property rights, or unlawful or noncompliant content supplied or approved by Client.

12. Warranties and Limitation of Liability

Agency warrants deliverables will be free of material defects on delivery and will function as specified in the applicable SOW. Except as expressly stated, services are provided "as-is."

For ongoing services, Agency's aggregate liability is limited to the fees paid by Client in the three (3) months preceding the claim. For project work, Agency's aggregate liability is limited to the total fees paid under the applicable SOW. Neither party is liable for indirect, incidental, or consequential damages, including lost profits or lost data. These limitations do not apply to Client's payment obligations, Client's indemnification obligations, or losses caused by a party's gross negligence or willful misconduct.

13. Force Majeure

Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, utility or network failures, labor disputes, governmental action, or third-party platform outages, provided the affected party gives prompt notice and resumes performance as soon as reasonably possible.

14. Independent Contractor

Agency is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

15. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the Commonwealth of Kentucky, USA, without regard to conflict-of-law rules. The parties agree to attempt good-faith mediation in Kentucky before filing any litigation, and any litigation will be brought in the state or federal courts located in Kentucky.

16. Modifications

Agency may update this Agreement with 30 days' written notice; per Section 1, updates apply to a Scope of Work only from its next renewal unless the parties agree otherwise. Changes to a Scope of Work require written agreement from both parties.

17. General

This Agreement and any SOW constitute the entire agreement between the parties and supersede all prior discussions. If any provision is held unenforceable, the remainder stays in effect. Neither party may assign this Agreement without the other's written consent, except Agency may assign it in connection with a sale of its business. Sections concerning payment, intellectual property, confidentiality and data protection, indemnification, limitation of liability, and governing law survive termination.