Master Services Agreement
Current Effective Date: December 23, 2025
** acceptance of Terms:** These Master Services Agreement terms apply to all Services provided by Optimized-Marketing.com LLC. By signing a Quote, making a payment, or continuing to use the Services after receipt of notice of these terms, Customer agrees to be bound by this Agreement.
NOTICE FOR EXISTING CLIENTS: For contracts entered into prior to December 23, 2025, the previous Terms of Service apply until your next renewal date.
Click Here to View the Archived 2025 Terms of Service
MASTER SERVICES AGREEMENT
This MASTER SERVICES AGREEMENT (this “Agreement”) is entered into by and between Optimized-Marketing.com LLC, a Wyoming limited liability company (“Company”), and the undersigned client (“Customer”). Company and Customer may be referred to individually as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, Company provides on-line marketing services, advertising management, and access to a proprietary website platform; and
WHEREAS, Customer desires to retain Company to perform such services as an independent contractor pursuant to the terms of this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties, and promises herein contained, the Parties agree as follows:
1. SERVICES AND SCOPE
1.1 Performance of Services. Company agrees to provide the services (the “Services”) and complete the deliverables described in one or more written quotes, proposals, or statements of work approved by Customer (each, a “Quote”). All Quotes are incorporated herein by reference.
1.2 Platform Updates. Customer acknowledges that Company’s Services often involve the use of proprietary templates, software, and platforms that are continuously improved based on data across Company’s client base. Company reserves the right to update, modify, or improve its underlying platform, codebases, or design templates at any time to optimize performance or security. Such updates shall be considered part of the Services and shall not constitute a material change to the Scope of Work.
1.3 Subcontracting. Company may, in its sole discretion, delegate its duties to third-party contractors or vendors to perform specific parts of the Services (e.g., content writing, coding), provided that Company remains fully responsible for the performance of such subcontractors and their compliance with the confidentiality terms herein.
1.4 Feedback and Approval. To ensure timely delivery, Customer agrees to provide feedback on deliverables within five (5) business days of receipt. If no feedback is received within this period, the deliverable shall be deemed approved by Customer.
2. CUSTOMER OBLIGATIONS
2.1 Quality of Service and Support. Customer warrants that it shall: (i) ensure that the products or services Customer sells or makes available are not illegal and are accurately represented; (ii) take full and complete responsibility for any and all disputed business transactions (e.g., chargebacks, refunds) resulting from Customer’s online and e-commerce activities; and (iii) immediately notify Company when Customer becomes aware of any critical failure in Services or breach of security.
2.2 Responsibility for Content. Customer represents and warrants that it shall take full responsibility for any inaccuracies, misrepresentations, ambiguities, misprints, or typos in any and all content, whether generated by Company or Customer. Customer, and not Company, is responsible for identifying any and all disclosure statements or legal notices that must be included or associated with the promotion of Customer’s products and services using the Services.
3. FEES AND PAYMENT
3.1 Payment Terms. Fees are set forth in the applicable Quote. Setup fees and the first monthly service fee are due upon acceptance of the Quote. Thereafter, invoices are due within fifteen (15) days of the invoice date.
3.2 Late Payments. Overdue balances shall accrue interest at a rate of 1.5% per month or the maximum rate allowed by law, whichever is less. Company reserves the right to suspend Services (including taking websites offline or pausing ad campaigns) if any invoice remains unpaid for more than ten (10) days past the due date.
3.3 Third-Party Costs. Unless explicitly stated in a Quote, Customer is solely responsible for all direct out-of-pocket costs charged by third-party platforms (including but not limited to Google Ads spend, Facebook Ad budget, and third-party software licenses). These costs are paid directly by Customer to the platform or must be prepaid to Company.
4. TERM AND TERMINATION
4.1 Term. This Agreement shall commence on the effective date of the applicable Quote. Unless a specific fixed term is defined in the Quote, the term of this Agreement shall be month-to-month, automatically renewing unless either Party provides thirty (30) days’ written notice of non-renewal.
4.2 Effect of Termination. Upon the expiration or termination of this Agreement for any reason: (a) All outstanding fees and expenses become immediately due and payable; (b) Customer’s license to access and use the Company Platform shall immediately cease (as detailed in Section 5); (c) Company will cease all active ad campaigns and management services; and (d) Sections 5 through 12 shall survive termination.
5. INTELLECTUAL PROPERTY & OWNERSHIP
5.1 Ownership of Customer Content. Customer retains all right, title, and interest in and to the specific text, images, trademarks, and data provided by Customer for use in the Services (“Customer Content”).
5.2 Company “WaaS” Platform (Background Technology). Company retains all right, title, and interest in and to its proprietary software, code, templates, design frameworks, methodologies, and any updates or improvements thereto, including but not limited to PHP, CSS, JavaScript, MySQL, Linux, WordPress, and customized WordPress themes (collectively, “Company Platform” or “Background Technology“).
- License: Subject to the full and timely payment of all Fees, Company grants Customer a limited, non-exclusive, non-transferable, revocable license to access and use the Company Platform solely for the duration of this Agreement.
- Termination of Rights: Upon termination of this Agreement, the license to use the Company Platform is revoked. Customer may not migrate, copy, reverse engineer, or host the Company Platform code on third-party servers.
5.3 Ad Accounts.
- (a) Social Media: Customer shall own all social media accounts (e.g., Facebook Pages, LinkedIn Profiles) established on its behalf.
- (b) Ad Platforms: To protect Company’s proprietary methodologies and campaign structures, Company retains all ownership and administrative rights to any third-party advertising accounts (e.g., Google Ads, Meta Ads Manager) established or used by Company to manage Customer’s campaigns. Upon termination, Company is not obligated to transfer account history, pixels, or campaign structures to Customer, though Customer retains ownership of the raw creative assets (images/video) provided by Customer.
5.4 Co-Branding. Company may place its logo, trade name, and/or a hyperlink (e.g., “Powered by Optimized Marketing”) at or near the bottom of any and all webpages, media, or email templates produced by Company as part of the Services.
5.5 Feedback. If Customer provides Company with any suggestions, enhancement requests, or feedback regarding the Services or Platform (“Feedback”), Customer hereby grants Company a perpetual, irrevocable, royalty-free, worldwide license to use, incorporate, and commercialize such Feedback without restriction or compensation to Customer.
5.6 “Work for Hire” Exception. If and only if a Quote expressly identifies specific deliverables as “Custom Ownership Work” or “Work Made for Hire” and Customer pays the full associated fees, Company hereby assigns to Customer all right, title, and interest in those specific deliverables (excluding the underlying Company Platform and Background Technology).
6. NON-SOLICITATION & EXCLUSIVITY
6.1 Non-Solicitation. During the term of this Agreement and for a period of one (1) year thereafter, Customer shall not directly or indirectly solicit, hire, or contract with any employee or contractor of Company who provided Services to Customer under this Agreement.
6.2 Engagement of Other Clients. Customer acknowledges that Company provides services to a diverse client base. Company retains the right to perform services for other parties, except where strictly prohibited by a separate written exclusivity agreement (e.g., a Master Service Agreement with a Franchisor). Unless such a separate restriction exists, nothing in this Agreement shall be construed to prevent Company from working with competitors of Customer.
6.3 Identifying Customer as a Client. Company may identify Customer as a client including, without limitation, on Company’s websites, portfolios, and marketing materials. Company may use Customer’s trade name and/or trademarks solely for this purpose.
7. CONFIDENTIAL INFORMATION
7.1 Definition. “Confidential Information” means all confidential, non-public or proprietary information or material of a party to this Agreement (the “Discloser”) disclosed by the Discloser to the other party (“the “Recipient”) in connection with the Services, either orally or in writing. For avoidance of doubt, Confidential Information includes, without limitation, Customer lists, customer identities, agreements, marketing knowledge and information, pricing information, marketing plans and business plans, strategies, forecasts, reports, financial information, budgets, projections, software, research papers, procedures, routines, trade secrets, data, know-how, and plans.
7.2 Obligations. Recipient shall not use Confidential Information for any purpose other than to facilitate the Services. Recipient shall protect Confidential Information with the same degree of care it uses to protect its own confidential information, but with no less than reasonable care.
7.3 Exceptions. Confidential Information does not include information that: (i) is generally known to the public through no fault of Recipient; (ii) is received in good faith by Recipient from a third party having legitimate possession thereof; or (iii) Recipient can demonstrate was within Recipient’s possession prior to Discloser’s disclosure.
7.4 Defend Trade Secrets Act Notice. Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1833(b)), Customer acknowledges that an individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made (a) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
8. WARRANTIES AND DISCLAIMERS
8.1 General Disclaimer. EXCEPT AS EXPRESSLY STATED HEREIN, THE SERVICES ARE PROVIDED “AS IS.” COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
8.2 Specific Warranty Exclusions (Prior Art). Excluded from any warranty are any Intellectual Property Rights relating to patents or that otherwise require a study, research, or evaluation of “prior art” before performing the Services. Furthermore, Company disclaims all warranties relating to non-infringement for any materials produced based on Customer’s specific specifications, requirements, or diagrams.
8.3 Performance Disclaimer. Company makes no guarantees regarding specific search engine rankings, ad performance, lead volume, or Return on Investment (ROI). Customer acknowledges that Company has no control over the policies of third-party platforms (e.g., Google, Meta) and is not responsible for changes to algorithms, terms of service, or the suspension/banning of Customer’s accounts by such platforms.
9. LIMITATION OF LIABILITY
9.1 Limitation. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR USE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 Cap on Liability. COMPANY’S TOTAL CUMULATIVE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO COMPANY DURING THE THREE (3) MONTHS PRECEDING THE DATE THE CAUSE OF ACTION AROSE.
10. INDEMNIFICATION
10.1 By Customer. Customer agrees to indemnify, defend, and hold harmless Company and its directors, officers, employees, agents, successors, and assigns (collectively, the “Indemnitees”) from and against any and all claims, losses, damages, liabilities, actions, costs, and expenses (including reasonable legal fees) arising directly or indirectly out of: (i) any breach of this Agreement by Customer; (ii) any claim or dispute regarding Customer’s products, services, or offerings; or (iii) any claim by a third party that any Customer Content infringes that third party’s trademark, copyright, or other intellectual property right.
11. DISPUTE RESOLUTION (HYBRID CLAUSE)
11.1 Arbitration. Except as provided in Section 11.2 below, any controversy, claim, or dispute arising out of or relating to this Agreement, including the breach, termination, enforcement, interpretation, or validity thereof, shall be determined by binding arbitration in Washington County, Pennsylvania. The arbitration shall be administered by the American Arbitration Association (AAA) pursuant to its Commercial Arbitration Rules. Judgment on the Award may be entered in any court having jurisdiction. The Parties agree that arbitration shall be kept confidential.
11.2 Small Claims Exception (“Carve-Out”). Notwithstanding Section 11.1, either Party may elect to resolve a dispute in Magistrate Court (Small Claims Court) in Washington County, Pennsylvania, provided the claim falls within the jurisdictional limit of that court. This exception is intended specifically to allow for the cost-effective collection of unpaid fees or minor service disputes.
11.3 Waiver of Class Action & Jury Trial. THE PARTIES WAIVE ANY RIGHT TO ASSERT ANY CLAIMS AGAINST THE OTHER PARTY AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION. TO THE EXTENT ANY CLAIM PROCEEDS IN COURT RATHER THAN ARBITRATION, EACH PARTY HEREBY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A JURY TRIAL.
12. MISCELLANEOUS
12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict of law principles.
12.2 Entire Agreement. This Agreement, together with the applicable Quote and any mutually agreed to Statements of Work, constitutes the complete and exclusive understanding and agreement of the Parties and supersedes all prior agreements, understandings, and representations, whether written or oral. Any waiver, modification, or amendment of this Agreement will be effective only if in writing and signed by the Parties.
12.3 Assignment. Customer may not assign this Agreement or any of its rights or obligations hereunder without Company’s prior written consent. Company may assign this Agreement or any of its rights and obligations hereunder.
12.4 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
12.5 Attorneys’ Fees. If any action (arbitration or litigation) is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to reasonable attorneys’ fees, costs, and expenses in addition to any other relief to which such prevailing party may be entitled.
12.6 Notices. All notices under this Agreement shall be in writing and deemed given when delivered via email to the address on file or by certified mail to Company at: Optimized-Marketing.com LLC P.O. Box 328 Star Junction, PA 15482 info@optimized-marketing.com
12.7 No Election of Remedies. Except as expressly set forth in this Agreement, the exercise by either Party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or available at law or in equity.
12.8 Waiver. The waiver of any breach of any provision of this Agreement will not constitute a waiver of any subsequent breach of the same or other provisions hereof.
12.9 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Electronic signatures shall be deemed to have the same legal effect as original signatures.
