Last Modified 07/06/2026

This Master Services Agreement (the "Agreement" or "MSA") is entered as of the date of the applicable Order Form or agreement referencing this MSA (the "Effective Date") by and between Main Street Marketing LLC ("Company") and the client identified on the Order Form ("Client"). The parties agree as follows:


1. Services

Client retains Company to fulfill the services and deliverables outlined in the applicable Order Form or other agreement referencing this MSA (collectively, the "Order"), and Company agrees to fulfill such services and deliverables, all in accordance with these terms and conditions and in any Addenda made a part of this Agreement.


2. Client Contacts

The current contact information for Client will be as provided in the Order. Client is responsible for updating this information as necessary.


3. Services & Deliverables

For the purposes of this agreement, services to be provided are documented in the Statement of Work in the attached or referenced Order or an Addendum agreed to and executed by both parties. Company shall have no obligation to provide Services not specifically described in the initial Statement of Work, or Addenda agreed to and executed by the Company. Furthermore, the following shall apply:

a. Fulfillment of all services and deliverables may be contingent on the fulfillment of client responsibilities outlined in this agreement and the Order. Any change to the Statement of Work shall be outlined and agreed to in an Addendum, and shall specify in detail the changes to be made to services, deliverables, and pricing.

b. Services and Deliverables will be deemed accepted by Client unless Client provides written notice of rejection specifying the reasons for rejection within 7 days of delivery. If Client uses the Deliverables for any commercial purpose, it will be deemed accepted. If Client fails to provide written notice of rejection or requested revisions within seven (7) days of delivery, the Services or Deliverables shall be deemed accepted and approved. Such approval shall trigger any applicable milestone payments and authorize Company to proceed to the next phase of the Engagement.

c. Company shall use commercially reasonable efforts to initiate delivery of services and/or products as close as possible to anticipated delivery dates specified in this agreement or the Order. All delivery dates are estimates only. Company is not liable for the failure to receive delivery on requested delivery dates.


4. Client Responsibilities

In addition to any requirements contained in the Agreement or the Order, Company requires the following from Client. Client agrees that the following is their responsibility and that any delay and/or failure to fulfill these obligations may result in project delay or cancellation without refund. Company shall not be liable for any delays or failures in providing Services resulting from Client's failure to meet their responsibilities outlined in this Agreement or the Order.

a. Client agrees to provide Company with timely response and access to any and all content, media, or other requests in the format, quality, and by the deadlines specified in the Order, including:

i. Content, media, or other requests in relation to the delivery of services (e.g., articles, videos, webinars, etc.). Pictures, videos, unique graphic elements, and other content necessary to be provided by the client as specified in the Order.

ii. Necessary content and tools, including but not limited to user access or login credentials for online SaaS providers, access to images and other marketing collateral, and other content and tools as reasonably needed to deliver services for Client.

iii. User access with adequate permissions to, or timely response to requests for connection to, any and all domain DNS accounts for domains and/or subdomains to be used in online websites, sales funnels, and/or email automation related to services.

iv. As applicable, provide monthly sales reports showing all sales, refunds, chargebacks, and other transaction records for any commissionable products or services defined in the Order.

v. Verification that all messaging used in work product/deliverables are in compliance with the laws applicable to Client's industry, country, jurisdiction, and other regulatory or contractual requirements. The Client shall be fully responsible to ensure that all compliance requirements are met, and shall consult with independent legal counsel where necessary.

b. Upon satisfactory completion of the Services, Client agrees to reasonably cooperate with Company in the creation of a testimonial and case study for Company's promotional use. Client will have 21 days to review and approve the testimonial and case study, such approval not to be unreasonably withheld.

c. Client may request a one-time project pause of up to 60 days. After 60 days, the project is considered abandoned, and all fees paid are forfeited.

d. Client agrees that the Company is providing certain defined services to Client. The Company is not agreeing to provide the Client with essential services from SaaS providers and other third parties necessary to implement the defined and recommended services. Client shall be expected to separately pay for, at least, the following estimated expenses, including but not limited to:

i. Licensing fees for any software(s) required for the delivery of services, including middleware if necessary for integrations and data transfer with other software in use.

ii. Advertising costs and other expenses, without participation from the Company.

iii. Any fees invoiced to the Client by a third party, such as facility rental fees, subcontractor fees, or other fees incurred through business operations not addressed in this agreement.

iv. Miscellaneous expenditures incurred through business operations that are not addressed in this agreement.

e. The Client shall be additionally obligated to comply with all other terms of this Agreement, which expressly includes all compensation, payment, and indemnification terms.

f. Data Privacy Compliance: Client is solely responsible for ensuring that its websites, funnels, and marketing practices comply with all applicable data privacy laws, including but not limited to the GDPR and CCPA. Client shall be responsible for providing its own Privacy Policy and Terms of Service to its end-users and ensuring all necessary data processing agreements are in place with third-party SaaS providers.


5. Payment Terms

The Client agrees to pay Company in USD pursuant to the terms outlined in the applicable Order, which may include the following:

a. Standard payment terms for any Services may require payment by Client in advance of service delivery or as otherwise specified in the Order. Any services provided which are not billed in advance shall be invoiced at the agreed-upon rates or fees per this agreement or the Order.

b. Invoices will be submitted by Company to Client at the invoicing contact provided in the Order via the payment methods accepted by Company.

c. Terms for all invoices are net 7 days from the time the invoice is submitted to client, unless otherwise specified in the Order. Any amounts not paid within the net 7 day period will be subject to a late payment fee of 10% per month, or the maximum amount allowed by law, whichever is less, from the date the payment was due until paid.

d. Standard payment terms for any Commissions owed require payment on the first day of each calendar month and shall be inclusive of commissions owed as defined in the Order. The Company shall have no rights or claims to commission payments except as otherwise set forth in this agreement or the Order.

e. Company shall retain any and all rights under this Agreement to terminate and/or suspend Client's Services in the event the Client fails to pay monies due to the Company 21 calendar days or more from the payment date specified herein or in the Order.

f. All fees and charges are exclusive of applicable federal, state, and local sales, use, excise, or other taxes, which shall be the responsibility of Client.


6. Term and Termination

This Agreement shall commence on the Effective Date and shall continue thereafter until terminated in accordance with the following:

a. Company may terminate this agreement or any Order at any time at their sole discretion upon 7 days' prior written notice. Company may also terminate this Agreement or any Order for cause, including but not limited to Client's material breach of this Agreement, Client's insolvency, or Client's engagement in illegal activities. Upon termination, all fees and commissions for services performed up to the official date of cancellation shall be owed.

b. If Company terminates this agreement or an Order prior to satisfactory fulfillment of deliverables that have been paid for in advance of Client acceptance, any payments made to Company for incomplete deliverables shall be refunded to Client on a pro-rata basis for the unfulfilled portion, and no commissions shall be owed to Company for that unfulfilled portion.

c. Client may terminate this agreement or an Order at any time. For month-to-month services, notice of cancellation must be received at least 3 business days prior to the next billing date to avoid further charges. For all other services, Client may terminate prior to fulfillment; however, Client will forfeit any payments or deposits made for the unfulfilled portion. Client may terminate this Agreement or any Order for cause if Company materially breaches this Agreement and fails to cure such breach within 30 days after receiving written notice thereof.

d. This Agreement may be modified by mutual consent and written agreement at any time.

e. Upon termination of this Agreement or any Order, each party shall promptly return or, at the other party's request, destroy all Confidential Information of the other party in its possession or control.

f. Survival: The provisions of Sections 5 (Payment Terms), 12 (Confidentiality), 15 (Content Ownership), 16 (Indemnification), 17 (Limitation of Liability), and 22 (Dispute Resolution) shall survive any termination or expiration of this Agreement.


7. Definitions

For purposes of this Agreement, the following definitions shall apply:

"Products" and "Product" means any hardware, software, final work product deliverable, documentation, accessories, material, supplies, parts, and other goods provided by the Company or any third party acting on behalf of or at the request of the Company.

"Engagement" means the scope of Products and/or Services that the Client has requested the Company to provide pursuant to this Agreement and as detailed in an Order.

"Services" means specific consulting, marketing, platform development, third-party software optimization and/or implementation, online sales funnels, integration or use of software as a service (SaaS) providers, or other related services, requested by Client from the Company as detailed in an Order.

"Content" means any and all original digital, electronic, audio, visual, photographic, written or other content, tools, strategies, platforms provided to Client by the Company as part of the Services outlined in an Order. Content excludes any content in existence before the Company's engagement or created without the Company's participation.

"Provided Content" means any digital, electronic, audio, visual, photographic, written or other content, trademarks, service marks or other product or service identifiers supplied by Client to Company for use with and/or integration into the Products and/or Services provided by the Company.

"Prior Works" means any and all intellectual property owned by Company or its licensors prior to the Effective Date or created outside the scope of the Services. Prior Works includes, without limitation, any underlying funnel structures, wireframes, logic, or templates used to deliver the Services.

"Confidential Information" means any non-public information of a party, whether written, oral, or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.


8. Personnel

Company may undertake its obligations under this Agreement through the use of its employees, divisions, subsidiaries, partners, affiliates, and third-party providers, including independent contractors or subcontractors selected by it in its sole discretion.


9. Independent Contractor Status

Company is an independent contractor in the performance of its services and retains the right to direct and control the means, manner, and methods by which it performs these services. Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the parties.


10. Price Quotations

All price quotations provided by the Company in an Order or other writing shall be effective for a period of 14 days from receipt by Client through electronic mail or other means, unless otherwise specified. Product prices are subject to change. Costs for Services quoted are generally not subject to increase absent a change in scope of the requested Services.


11. Expenses

Unless otherwise agreed to in writing in an Order or Addendum, Client shall reimburse the Company for any and all documented and reasonable pre-approved expenses incurred in connection with the performance of the Services.


12. Confidentiality

Unless otherwise noted in an Order or Addendum, all materials specifically created by Company for Client as part of the Services hereunder shall be considered works made for hire and shall be the property of Client, subject to Company retaining all rights, title, and ownership in and to all Prior Works. Client is granted a limited, non-exclusive, non-transferable license to use Company's Prior Works solely in connection with the delivered Content and only for the duration of the Engagement. Each party agrees to maintain the confidentiality of the other party's Confidential Information and not to disclose it to any third party without the prior written consent of the disclosing party, except as required by law. This obligation of confidentiality shall survive the termination of this Agreement for a period of 3 years.


13. Non-Solicitation

Client agrees that it shall not, directly or indirectly, solicit, hire, or otherwise engage any person who is, at the time, or was within one year prior thereto, a Company employee or service provider. In the event that Client breaches this clause, Client shall pay Company a standard recruitment fee of a minimum of 15% of the total annual remuneration of the solicited person.


14. No Guarantees or Warranties

Company will use its best professional skills in performing its services but does not guarantee or warrant any specific results unless explicitly stated in an Order.

a. Service Warranties: The Company warrants that it shall provide the Services in a professional and workmanlike manner consistent with this Agreement and generally accepted industry standards. Any warranty claims must be made in writing within 14 days of the performance of the relevant Services. Upon any breach of this warranty, Company's sole obligation shall be to re-perform the non-conforming Services or, if re-performance is not commercially reasonable, to refund the portion of the fees paid for the non-conforming Services.

b. Third-Party Services: Company makes no independent warranties with respect to any services performed by third parties not directly engaged by Company.


15. Content Ownership

Company hereby assigns to the Client all rights, title, and interests in and to all Content specifically developed for Client as part of the Services outlined in the Order, excluding Prior Works. Client acknowledges that Company shall retain all rights, title, and ownership of all Prior Works. Client is granted a limited, non-exclusive, non-transferable license to use Company's Prior Works solely in connection with Client's use of the delivered Content for the duration of the Engagement.

Portfolio & Usage Rights: Notwithstanding the assignment of Content to Client, Company shall retain a non-exclusive, perpetual, royalty-free license to use screenshots, URLs, and digital representations of the Deliverables for Company's portfolio, social media, and marketing purposes. Company retains all rights to the underlying frameworks (including funnel logic, wireframe structures, and technical workflows) used to create the Deliverables, and may reuse these frameworks for other clients, provided no Client Confidential Information or branding is disclosed.

Company confirms that Client shall maintain administrative access to all third-party ad accounts (Meta, Google, etc.) and software platforms at all times. Company shall not revoke Client access to these accounts during or after the term of this agreement.


16. Indemnification

Client shall, at its sole expense, defend, indemnify, and hold harmless the Company and any of its affiliates, officers, directors, employees, and agents from any and all third-party claims, lawsuits, losses, damages, liabilities, costs, and expenses arising from or relating to: (a) any negligent act or omission or willful misconduct on the part of Client; (b) any injuries or death to any Company personnel arising in connection with the Services, except to the extent resulting from the gross negligence or willful misconduct of the Company; (c) the occurrence or nonoccurrence of any event proximately caused by the failure of any Client technology; or (d) the alleged infringement of any trademark, patent, copyright, or other intellectual property right arising from information supplied by the Client.


17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING LOSS OF PROFIT, REVENUE, DATA, OR GOODWILL. IN NO EVENT SHALL COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CLIENT TO COMPANY UNDER THE APPLICABLE ORDER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.


18. Service Suspension

If Client owes any amount overdue under this Agreement or any Order for Services by more than 1 day, Company may provide written notice to Client and, if the overdue amount is not paid within 5 days of such notice, immediately suspend any Services being provided until such amounts are paid in full, including any applicable late payment fees.


19. Good Faith Dispute Resolution

At its sole discretion, Company will not exercise its rights under Section 18 if Client has raised a credible, genuine dispute in good faith regarding a payment issue or concerning the material performance of Services, and has provided written notice of such dispute to Company outlining the specific nature of the dispute and the amount in question. The parties agree to work in good faith to resolve any such dispute within 7 days of Company's receipt of the written notice.


20. Notices

Any notices required to be given under this Agreement shall be in writing and shall be delivered by personal delivery, reputable overnight courier, certified mail, or by electronic mail to the designated addresses in the Order. Notices sent by electronic mail shall be deemed received upon confirmation of receipt.


21. General Provisions

a. Entire Agreement: This Agreement, together with the applicable Order(s) and any Addenda, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications and proposals, whether oral or written. This Agreement supersedes the Company's general website Terms of Service where the two conflict; the Company's Terms of Service shall continue to govern general use of the Company's website and any matters not addressed herein.

b. Governing Law and Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of laws principles. The parties irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in Box Elder County, Utah for the resolution of any disputes arising out of or relating to this Agreement.

c. Assignment: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Company may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.

d. Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the other provisions shall remain in full force and effect.

e. Waiver: The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or of the right thereafter to enforce it.

f. Force Majeure: Neither party shall be liable for any failure or delay in performance due to any cause beyond its reasonable control, including acts of God, war, terrorism, fire, floods, accidents, or strikes. The affected party shall give prompt written notice to the other party of such cause.

g. Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.


22. Dispute Resolution and Mediation

If a dispute arises out of or relates to this Agreement, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by a professional mediator in Box Elder County, Utah, or a mutually agreed-upon virtual mediation service, before resorting to litigation. Each party shall bear its own costs and an equal share of the mediator's fees. If the dispute is not resolved within thirty (30) days after service of a written demand for mediation, either party may then initiate legal action as set forth in Section 21(b).


DISCLAIMER

Main Street Marketing LLC reserves the right to change this Master Services Agreement, or any related policy at any time at our discretion by posting the updated version on its website or otherwise providing notice to Client. Any updates will be effective as of the date of posting or notification. Client's continued engagement of Company's services after such changes constitutes acceptance of the updated Master Services Agreement.

For inquiries, questions, or concerns regarding our policies and/or terms please direct them to: michael@getmainstreetmarketing.com


By checking the 'I agree' box and completing your purchase, you acknowledge that you have read, understood, and agree to be bound by this Master Services Agreement. For engagements accepted via online checkout, Client's electronic acceptance (checkbox and completed purchase) constitutes execution of this Agreement in lieu of a handwritten signature, and shall have the same legal force and effect as if signed in ink.