Master Services Agreement

1. Acceptance and contract documents

Client accepts this Agreement by signing an Order incorporating it, affirmatively accepting it through an online checkout or consent checkbox, or expressly agreeing to it in writing after receiving access to its terms. The effective date is the date of that acceptance. A person accepting for an organization represents that they have authority to bind it. The parties consent to electronic contracting and electronic records.

An Order must identify or link to the applicable version of this MSA and the purchased service description. Only the services expressly purchased are included. A later change to a website description does not retroactively alter an existing Order.

If documents conflict, a mutually accepted written amendment controls first, followed by an Order, then this MSA, then the service description accepted with the Order. An Order overrides the liability, indemnification, confidentiality, or ownership provisions of this MSA only if it expressly identifies the provision being changed. An invoice alone does not add new legal terms or authorize additional work.

2. Services and scope

Company may provide website design and development, maintenance, hosting, domain-related assistance, search engine optimization (SEO), AI optimization (AIO), paid advertising management, reputation management, brand consulting, content services, integrations, automation, custom development, and related consulting. Each service is included only when specified in an Order; purchasing one service does not include another.

The Order defines deliverables, platform, fees, payment schedule, milestones, revision allowances, included support, third-party costs, and any service levels. Where an Order omits a material detail, the parties will clarify it in writing before the affected work begins. Company performs services with commercially reasonable care and skill and may use qualified subcontractors while remaining responsible for its contractual obligations.

Work beyond the agreed scope requires written approval of the additional scope and charges before it begins. Email approval is sufficient. Unless otherwise agreed, unused monthly service time does not roll over and has no cash value.

3. Client responsibilities and approvals

Client will provide timely access, accurate information, content, decisions, approvals, and one authorized point of contact. Client is responsible for the legality and accuracy of its business claims and supplied materials, necessary rights and permissions, and maintaining third-party subscriptions and licenses allocated to Client in the Order.

Client will protect credentials, use available multifactor authentication, and promptly report suspected compromise or unauthorized changes. Client will not direct unlawful conduct, deceptive advertising, fabricated reviews, impersonation, infringement, or unauthorized access.

Client will review deliverables and provide consolidated feedback within the period stated in the Order or, if none is stated, within ten business days. Silence alone is not acceptance or permission to publish. Approval by email or other written instruction authorizes the approved work or launch. Delayed inputs or approvals may move delivery dates and require rescheduling; additional charges require written approval. Company is not responsible to the extent a delay or defect is caused by missing or inaccurate Client inputs, unauthorized changes, or dependencies outside Company’s reasonable control.

4. Fees and payment

Project fees, deposits, milestone payments, and payment deadlines are established case by case in the accepted Order. Company need not begin work until any required initial payment is received. Unless an Order states otherwise, recurring services are billed monthly in advance in U.S. dollars, renew monthly, and have no minimum commitment.

Client authorizes recurring charges only for the amount, frequency, and service disclosed and expressly authorized at enrollment, as prospectively changed under this Agreement. Additional work and third-party purchases require separate written authorization. Company will not charge an unspecified amount solely because a payment method is on file.

Client is responsible for applicable transaction taxes, excluding taxes on Company’s income. Advertising spend, hosting, platform subscriptions, domain renewals, premium software, and other external charges are separate unless expressly included. Company will disclose charges it proposes to incur on Client’s behalf for approval.

Company will give at least 30 days’ written notice of a recurring price increase or material plan reduction, effective no earlier than the first renewal after that notice period. Client may cancel before it takes effect. Agreed fixed project fees do not change without written approval. Any additional notice or consent required by applicable law will be provided.

Company may suspend affected services for overdue undisputed amounts after written notice and at least five business days to cure. Client must promptly identify disputed charges and explain the dispute; undisputed amounts remain payable. Company will cooperate in good faith to resolve billing errors. This Agreement does not waive nonwaivable payment-dispute rights.

5. Cancellation, termination, and refunds

Client may cancel a recurring service by emailing info@platinumwebservices.com before its next renewal. Cancellation takes effect at the end of the then-current paid billing period, and future recurring charges stop. Company will acknowledge cancellation. There is no additional cancellation fee or minimum term. Unless required by law or otherwise agreed, there is no prorated refund for a period in which the service remained available.

Company may discontinue a recurring service by giving at least 30 days’ written notice. If Company ends service before the end of a prepaid period without Client breach, Company will refund the unused prepaid portion.

Either party may terminate an Order for a material breach not cured within ten business days after written notice, subject to the nonpayment process above. Company may immediately suspend only the affected services when reasonably necessary to address an imminent security threat, unlawful activity, or serious harm, notifying Client promptly when lawful and practical. Suspension will be limited to what is reasonably necessary and lifted when the issue is resolved.

Unless the Order states an agreed project cancellation procedure, either party may cancel unfinished project work by written notice. Client will pay for completed work and work in progress at agreed rates or an objectively reasonable allocation of fixed fees, plus approved noncancelable third-party commitments, without double recovery and not exceeding the approved budget absent an approved change. Company will account for payments received and refund any unearned balance within 30 days. Deposits are advance payments, not automatically forfeited penalties.

Termination does not erase accrued payment obligations or provisions intended to survive, including ownership, confidentiality, liability limitations, indemnification, and dispute terms.

6. Website projects and custom development

The Order defines project functionality, supported browsers and devices, content responsibilities, revision rounds, launch requirements, and deliverable format. New features, additional revisions, platform changes, and substantial changes to approved work are changes in scope. Estimated dates depend on timely Client cooperation and identified third-party dependencies; binding deadlines must be expressly agreed.

Before launch, Client will review and approve content, forms, contact details, transactions, and other business-specific information. Company remains responsible for its agreed work. Any included post-launch correction period, training, maintenance, or ongoing support must be stated in the Order; a website project alone does not purchase ongoing maintenance.

7. Maintenance, support, and emergency assistance

Maintenance tasks, update frequency, monitoring, included edit time, and response targets depend on the purchased plan. Unsupported software, preexisting issues, major redesigns, custom features, malware remediation, and recovery are excluded unless expressly included or separately authorized. Routine updates may require compatibility work or third-party fixes.

Company offers after-hours and emergency support. The applicable Order or plan specifies included coverage, contact methods, response targets, and any additional rates. After-hours availability is not a promise of continuous staffing, unlimited support, or immediate resolution. An emergency includes a material website outage, active compromise, or critical vulnerability presenting an imminent threat to the covered website. An express service-level commitment applies only when stated in the Order.

Company may take reasonable, temporary protective measures within its authorized access, such as isolating a compromised component, and will notify Client promptly. Chargeable remediation outside the purchased scope requires approval. No monitoring or maintenance service guarantees detection or prevention of every incident.

8. Hosting, domains, and third-party platforms

Hosting and domain services are included only when purchased. The Order identifies applicable resource limits, renewal arrangements, external costs, and any uptime commitments. Provider policies, outages, resource limits, API changes, account reviews, and discontinued features may affect delivery. Company will use commercially reasonable efforts to address issues within its control and coordinate with providers as appropriate.

Client should be the registered owner of its domains and business accounts where the provider permits. Company receives only access reasonably needed for the work. Client is responsible for paying directly held accounts and keeping registration and recovery information current. If Company manages a renewal, that responsibility must be stated in the Order.

No guaranteed uptime, service credit, email service, migration, unlimited resources, or domain renewal is included by implication. Third-party terms and licenses continue to apply. Company is responsible for its own contractual performance and does not disclaim that responsibility merely because it uses a provider.

9. Backups, security, and data

Backup frequency, covered data, storage location, retention during service, and included restoration assistance will be stated in the purchased plan or Order. Company will use commercially reasonable safeguards and reasonable efforts to maintain and restore the backups it agrees to provide. Backups cannot guarantee recovery of every file, transaction, configuration, or version, particularly where data was never captured or the source was compromised.

For a service that includes backups, Company will retain available existing Client backups for 30 days after termination or cancellation becomes effective. This does not require new backups after service ends. Client may request an available export during that period; additional restoration or migration work may be quoted separately. After that period, Company may delete service backups, subject to legal retention requirements. Client should arrange ongoing independent backups appropriate to its business needs.

Each party will use reasonable safeguards for Client information in its control. Company will notify Client without undue delay after confirming unauthorized access to Client confidential information in Company’s control and will cooperate with reasonable mitigation requests. Any legally required notices and deadlines remain applicable. Client is responsible for legal notices to its own users except as law or a separate agreement requires otherwise.

Client must disclose requirements involving health information, payment-card data, financial records, or other regulated or sensitive information before submitting it. Services do not include a regulated-data processing arrangement, HIPAA business associate agreement, or compliance certification unless separately agreed in writing. Client must not place such information in Company tools until appropriate terms and safeguards are established.

10. Marketing, AI tools, and results

SEO and AIO work may include technical changes, structured data, content, entity information, crawler-access settings, and machine-readable files. Search engines and AI providers independently determine indexing, rankings, citations, and use of those files. Company does not guarantee adoption of llms.txt or similar conventions, placement, traffic, leads, sales, revenue, conversion rates, or any other marketing result.

Advertising management fees and media spend are distinct unless expressly combined. Client must approve campaign budgets and material advertising claims. Company will not exceed authorized spending limits without approval, although platform billing timing and adjustments may differ from reporting. Platform approval, account availability, and ad performance cannot be guaranteed.

Reputation services cover only lawful activities included in the Order. Company does not guarantee review removal, suppression, or a particular rating. Brand consulting recommendations depend on the information provided and do not include trademark clearance or legal advice.

Company may use AI-assisted design, development, research, and content tools with human review appropriate to the deliverable. Client confidential information will not be submitted to public or model-training-enabled AI services without Client’s prior written consent. Any approved processing remains subject to agreed confidentiality and data obligations. AI-assisted output may not be unique or eligible for exclusive intellectual-property protection; Company cannot transfer rights it does not possess.

11. Ownership, licenses, and account access

Client retains ownership of its supplied materials, data, domains, and accounts. Upon full payment of the applicable project fees, Company assigns to Client the rights Company owns in final custom deliverables specifically created for Client under the Order, excluding Company materials and third-party materials described below. Pending payment, Client may use delivered previews only for evaluation unless otherwise authorized.

Company retains its preexisting and reusable tools, templates, libraries, processes, generic code, know-how, and internal working materials. To the extent those materials are embedded in paid final deliverables, Company grants Client a perpetual, worldwide, nonexclusive, royalty-free license to use, reproduce, modify, and permit service providers to maintain them as part of those deliverables. Company will not reuse Client confidential information or Client-owned custom assets without permission.

Third-party software, fonts, stock assets, open-source components, and platform services remain subject to their own licenses and fees. Agency subscriptions may not be transferable and may require replacement after service ends; Company will disclose material dependencies known at delivery. Source-code handoff, editable design files, and repository access are defined in the Order and are not automatically included by this MSA.

On termination, Company will promptly return or make available Client-owned credentials, materials, and existing paid deliverables in its possession, subject to provider restrictions and secure verification. Client-owned domains and accounts will not be withheld as leverage for disputed fees. Additional migration, training, reconstruction, and transition work requires a separate scope and fee. Company may retain records required by law and routine archival copies protected by this Agreement. Public portfolio use requires Client’s written permission.

12. Confidentiality

Each party will protect nonpublic business, technical, financial, personal, and access information received from the other party, use it only for the engagement, and disclose it only to personnel and service providers with a need to know and appropriate confidentiality obligations. Reasonable care will be used, and no less than the care used for similar information of the receiving party.

These obligations do not cover information independently developed, lawfully received without restriction, or publicly available without breach. Legally compelled disclosure is permitted to the extent required, with advance notice when lawful. Confidentiality obligations survive termination; trade secrets remain protected while legally qualifying as trade secrets.

13. Compliance and warranties

Client is responsible for its business operations, product claims, required consents, privacy disclosures, and legal instructions. Accessibility testing or remediation, consent management, and regulated-industry requirements are included only to the extent expressly scoped. Company will perform agreed work with commercially reasonable care and skill but does not certify that a website or business complies with every law or accessibility standard unless a specific commitment is expressly agreed.

Except for express commitments in the Agreement and to the extent permitted by law, Company disclaims implied warranties of merchantability, fitness for a particular purpose, and noninfringement. Company does not warrant uninterrupted or error-free operation, specific load speeds, or complete prevention of data loss, downtime, or security incidents. Nothing here waives rights or warranties that applicable law does not allow the parties to waive.

14. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING CONSEQUENTIAL LOST PROFITS, REVENUE, BUSINESS OPPORTUNITIES, OR DATA, ARISING FROM THIS AGREEMENT, EVEN IF ADVISED OF THEIR POSSIBILITY.

COMPANY’S TOTAL AGGREGATE LIABILITY ARISING FROM A RECURRING SERVICE WILL NOT EXCEED THE FEES CLIENT ACTUALLY PAID FOR THE AFFECTED SERVICE DURING THE THREE MONTHS IMMEDIATELY BEFORE THE FIRST EVENT GIVING RISE TO THE CLAIM. FOR A ONE-TIME PROJECT, THE CAP IS THE FEES CLIENT ACTUALLY PAID UNDER THE AFFECTED PROJECT ORDER. CLAIMS BASED ON THE SAME OR RELATED EVENTS SHARE THE APPLICABLE CAP; DIFFERENT LEGAL THEORIES DO NOT MULTIPLY IT. FOR A MIXED ORDER, THE RELEVANT SERVICE OR PROJECT COMPONENT DETERMINES THE CAP, WITHOUT DUPLICATE RECOVERY.

THESE EXCLUSIONS AND CAPS DO NOT APPLY TO COMPANY’S FRAUD, WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR LIABILITY THAT CANNOT LAWFULLY BE LIMITED. THEY DO NOT ELIMINATE EXPRESS OBLIGATIONS TO REFUND UNEARNED PAYMENTS OR RETURN CLIENT-OWNED PROPERTY. NONWAIVABLE CONSUMER RIGHTS REMAIN UNAFFECTED.

15. Third-party claims

To the extent permitted by law, Client will indemnify and defend Company against third-party claims to the extent caused by Client-supplied materials infringing intellectual-property or privacy rights, Client’s unlawful instructions or business claims, or Client’s material breach of this Agreement. This obligation does not apply to the extent a claim results from Company’s negligence, misconduct, unauthorized modifications, or breach.

Company must promptly notify Client of a claim, provide reasonable cooperation at Client’s expense, and allow Client to control the defense with competent counsel. Delayed notice excuses obligations only to the extent materially prejudicial. No settlement may admit fault by Company, impose nonmonetary obligations on Company, or fail to release Company without Company’s written consent, not unreasonably withheld. Company may participate through its own counsel at its own expense.

16. Disputes and governing law

Michigan law governs this Agreement without applying conflict-of-law rules, subject to nonwaivable applicable law. The parties will first attempt in good faith to resolve a dispute through written notice describing it and discussion between authorized representatives. This does not prevent urgent protective relief, a timely filing to preserve a claim, or exercise of nonwaivable rights.

To the extent permitted by law, disputes will be brought exclusively in the state courts located in Macomb County, Michigan, or, where federal subject-matter jurisdiction exists, the United States District Court for the Eastern District of Michigan. Each party consents to those courts’ personal jurisdiction. Any nonwaivable consumer venue protections remain applicable. This Agreement does not require arbitration.

17. General terms and notices

The parties are independent contractors. Neither may bind the other. Neither party is responsible for delay caused by events beyond its reasonable control, provided it gives reasonable notice and takes reasonable steps to reduce the impact; this does not excuse payment for services already provided or failures within a party’s reasonable control.

This MSA and the accepted Orders constitute the entire agreement concerning the services and replace prior discussions on the same subject. Changes to an existing engagement require mutual written acceptance, except the prospective recurring-service changes expressly permitted above. Posting a new MSA version alone does not amend an existing contract. If a provision is unenforceable, the remaining provisions continue to the extent legally permitted. Failure to enforce a provision is not a waiver.

Notices, cancellations, and service questions may be sent to Platinum Web Services LLC at info@platinumwebservices.com. Company will send notices to Client’s designated email address. Each party must maintain current contact information. Notices take effect when received; a failed-delivery message is not receipt. This does not replace formal service of legal process.