Marketing Master Service Agreement

INTRODUCTION

Parties. This Master Services Agreement is made between Net X Marketing and the undersigned Client.
Recitals. Net X Marketing is a full-service web design and digital marketing provider offering website and marketing creation, search engine optimization (SEO) & answer engine optimization (AEO), branding, and CRM services. Client wishes to retain Net X Marketing to provide specified marketing services, as will be described in one or more Scopes of Work (SOWs). Net X Marketing is willing and able to provide those services, and the parties, intending to be legally bound, agree to the terms and conditions set forth in this Agreement.

2. ENGAGEMENT STRUCTURE

Specific project details, deliverables, pricing, and timelines shall be described in one or more Scopes of Work (SOW or SOWs) executed in conjunction with this Agreement.
This Agreement establishes the general terms and conditions under which Net X Marketing will provide marketing, branding, creative, and digital services to Client.
Relationship of Documents. This MSA governs all Services. In case of conflict, the following order of precedence shall apply: (a) this Agreement; (b) the applicable SOW; (c) any Exhibits.
Client engagements may be structured as one or more of the following: Hourly, Per-Project, Month-to-Month Retainer, One-Year Contract, or Three-Year Contract. Each SOW will specify the applicable term, renewal, payment, and cancellation provisions consistent with this Agreement.

3. SERVICE OFFERINGS

Scope of Work Agreement. An SOW is a written document executed in conjunction with this Agreement that describes the specific services, deliverables, timeline, and pricing for an individual project, retainer, or engagement. All Services to be performed by Net X Marketing (“Services”) must be documented in a SOW signed by an authorized representative of each party and are governed by this Master Services Agreement and incorporated herein by reference.
Available Services. The services available from Net X Marketing are listed below. The particular Services to be provided to Client Net X Marketing will be set forth in the applicable SOW.
Marketing Strategist Consulting. Net X Marketing provides consulting services to ensure Client and Net X Marketing team define a development timeline, align organizational goals with engagement objectives, and deliver documented recommendations as specified in the applicable SOW.
Custom Marketing Content. Net X Marketing will create custom digital content designed to increase audience engagement and online visibility. We integrate cutting-edge web design, SEO, and AEO strategies with compelling storytelling, authentic brand scenarios, and interactive media. From dynamic website elements to optimized blog posts, social content, and ad campaigns, every piece is built to connect with your audience and drive measurable results.
1. We will also implement analytics tracking, performance assessments, and conversion-focused strategies as described in the applicable SOW to align campaigns with the Client's marketing objectives.
2. Creative Production Services. May include photography, videography, drone operations, or other multimedia content production. Net X Marketing may engage qualified subcontractors for such services. All drone operations will comply with applicable FAA and local laws, and Client is responsible for securing any necessary location permissions unless otherwise specified in the SOW.
Marketing Services. All creative, strategic, digital, and technology-enabled marketing services provided by Net X Marketing under this Agreement are set forth in the applicable SOW and may include, without limitation, strategy and consultation; audits and assessments; web and e-commerce development; website care and maintenance; SEO and AEO; content marketing; CRM configuration and support; SaaS subscription and platform management; analytics and dashboards; paid advertising and social media; branding and design; and AI-powered marketing tools.
Payment Installments for Non-Recurring Projects. Unless otherwise specified in the applicable SOW, project payments, if payable in installments, will be two equal installments: 50% due upon execution of the SOW and 50% due upon service delivery or ninety (90) days from SOW execution, whichever occurs first. Net X Marketing will not commence work until the deposit specified in the SOW is received.
CRM. Net X Marketing provides implementation and hosting using the GoHighLevel platform (GoHighLevel.com) unless otherwise agreed in the SOW. Client is responsible for any platform or seat fees, and Net X Marketing is not liable for interruptions, outages, or changes in functionality of third-party platforms. Net X Marketing may substitute a different platform upon prior notice to Client if required for operational reasons. CRM services are typically structured as: (a) a one-time configuration fee covering initial setup and customization; (b) a recurring monthly software access fee; and (c) optional ongoing support packages, each as specified in the applicable SOW. Configuration fees are non-refundable once work has commenced. Upon termination or expiration of CRM services, Net X Marketing will, upon Client's written request and subject to payment of all outstanding fees, provide reasonable assistance to facilitate transfer of the CRM account to Client or Client's designated provider within thirty (30) days of termination. Such assistance may include export of Client data in standard formats available from the platform, provision of access credentials, and up to two (2) hours of consulting time to support the transition. Any assistance beyond the included scope will be billed at Net X Marketing's then-current hourly rates. Client acknowledges that: (i) data portability is subject to the capabilities and limitations of the third-party CRM platform; (ii) certain custom configurations, integrations, automations, or proprietary tools developed by Net X Marketing may not be transferable and remain the intellectual property of Net X Marketing unless otherwise agreed in writing; (iii) Client is solely responsible for data integrity, backup, and security following transfer; and (iv) Net X Marketing has no ongoing obligation to support or maintain the CRM after the effective transfer date.
Third-Party Platforms. “Third-Party Platforms” means software, services, or platforms provided by third parties (for example: Google, Meta, GoHighLevel, advertising networks, SaaS tools, artificial intelligence applicable programming interface, and analytics providers). Net X Marketing will integrate and manage third-party platforms as set out in the SOW, and Client acknowledges and agrees that Net X Marketing is not responsible for platform availability, algorithm changes, policy changes, service discontinuations, functionality limitations, security breaches, data breaches, unauthorized access, or service outages caused by or originating from third parties. Client expressly agrees that: (a) Net X Marketing makes no representations or warranties regarding the security, reliability, or availability of any Third-Party Platform; (b) Client's use of Third-Party Platforms is governed by the applicable third-party terms of service, privacy policies, and acceptable use policies, and Client is responsible for reviewing and complying with such terms; (c) Net X Marketing shall not be liable for any losses, damages, costs, or expenses arising from any third-party security incident, data breach, service interruption, or platform modification, regardless of whether Net X Marketing had knowledge of or could have prevented such incident; (d) Client is solely responsible for maintaining adequate backups of Client data stored on or processed through Third-Party Platforms; (e) Net X Marketing will use commercially reasonable efforts to notify Client promptly upon becoming aware of any material security incident or service disruption affecting Client's account or data on a Third-Party Platform, but Net X Marketing shall have no liability for delayed or failed notification where such delay or failure results from the third party's actions or failure to notify Net X Marketing; and (f) any indemnification, compensation, or remedy for third-party incidents shall be pursued directly against the applicable third-party provider in accordance with that provider's terms, and Client waives any claims against Net X Marketing arising from third-party platform failures, breaches, or misconduct except to the extent caused by Net X Marketing's gross negligence or willful misconduct in managing Client's account.
Deliverables. “Deliverables” means the tangible creative or marketing materials, reports, source code (if included in the SOW), and other outputs produced by Net X Marketing for Client under an executed SOW.
Creative Assets. “Creative Assets” include graphics, images, videos, audio, templates, source code (if expressly included), and designs created by Net X Marketing under a SOW.
Campaign Data. “Campaign Data” includes analytics, performance reports, tracking data, and related metrics generated during the course of the Services, subject to the data access and transfer provisions in the applicable SOW and this Agreement.
Revision: a reasonable modification or refinement to an existing Deliverable within the originally approved scope or concept. Any request that materially alters the creative direction, functionality, or objectives will be treated as a New Concept and requires a written Change Order before work proceeds.
New Concept. Any request, direction, or change from Client that substantially alters the originally approved scope, design, strategy, structure, or objectives of a Deliverable, including, but not limited to, new creative directions, layouts, copy themes, functionality, or campaign strategies that differ materially from the previously approved concept. New Concepts are not included as Revisions and require a written Change Order before work proceeds.
Acceptance. If Client does not provide a written request for revision within five (5) business days after delivery of a Deliverable, the Deliverable will be deemed accepted.
Retainer. Required down payment prior to the commencement of work, as specified in an SOW executed between the parties.
Change Order. A written and mutually executed modification to an active SOW detailing adjustments to project scope, timeline, or fees. No Change Order work will begin until the Change Order is signed by both parties and any required payment or deposit specified in the Change Order is received by Net X Marketing. Change Orders will occur by utilizing the change order form set forth in Exhibit A.
Restart Fee. A fee assessed when a project or engagement is paused, delayed, or placed on hold beyond the allowable time period due to Client inaction, as provided in the applicable SOW or Section 7 hereof. The Restart Fee compensates Net X for administrative costs to re-scope, re-schedule, and re-allocate resources and will be calculated as set forth in the SOW (typically 5–15% of the remaining project value unless otherwise specified).
Confidential Information. All nonpublic information disclosed by either party, whether written, electronic, or oral, including business, marketing, technical, or financial data. Confidential Information does not include information that (a) is or becomes public other than through a breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) was already known to the recipient at the time of disclosure as evidenced by written records; or (d) is independently developed by the recipient without use of the discloser’s Confidential Information. Confidentiality obligations are subject to the terms of the Confidentiality section of this Agreement.
Fees. The total amounts payable by Client to Net X Marketing as specified in each SOW or Change Order, including any applicable deposits, milestone payments, retainers, or recurring charges.
Effective Date. The date on which this Agreement is executed by the last party to sign, unless otherwise specified in writing.
Resources. Net X Marketing will perform Services using Net X Marketing’s personnel, systems, and platform unless otherwise agreed to in the SOW. Net X Marketing may subcontract Services to qualified contractors. Net X Marketing will provide prior written notice to Client of any subcontractor who will access Client Confidential Information or systems; Client’s consent to such subcontractor shall not be unreasonably withheld. Net X Marketing may use its standard tools, platforms, and processes (including proprietary tools) unless the SOW specifies otherwise.
Other Services. At Client's request, Net X Marketing may provide additional Services on a time-and-expenses basis at Net X Marketing’ then-current rates.

4. AVAILABLE SERVICES

Net X Marketing may provide any of the following categories of Services:

Marketing Strategy & Consultation – Professional advisory Services focused on developing marketing, branding, and campaign strategies, including discovery sessions, goal setting, and integrated marketing planning.
Audits & Assessments – Analytical evaluations of existing marketing assets, such as SEO, AEO, brand, website, and social media performance, designed to identify gaps and improvement opportunities.
Deep Research & Analytics – Comprehensive market research, audience insights, channel analysis, and competitor benchmarking conducted to inform marketing strategy and creative direction. May include performance reporting, tracking, and strategic recommendations.
Analytics & Dashboards – Development of customized reporting systems and dashboards to consolidate and visualize marketing performance data from multiple platforms.
Web Design & Development – Landing pages, templated sites, custom websites, and web applications, including user interface (UI) and user experience (UX) design, integrations, and front-end and back-end development.
Website Care & Maintenance – Ongoing management and technical upkeep of websites, including hosting, plugin updates, performance monitoring, backups, and security measures, as specified in the applicable SOW.
E-Commerce Development – Design and development of online stores and transactional websites, including product catalog setup, payment gateway integration, and cart functionality.
SEO & AEO Optimization – Search Engine Optimization (SEO) and Answer Engine Optimization (AEO) services designed to improve visibility, rankings, and discoverability across search engines and AI-driven platforms.
Content Marketing & Copywriting – Creation of written marketing materials including blogs, web content, and newsletters. May include ongoing retainers for strategy, content planning, and performance tracking.
Social Media Management - Strategy, planning, scheduling, posting, engagement, and analytics for Client-owned social media channels, performed under a recurring or retainer-based SOW.
Custom Marketing Content & Creative Production – Creation of original multimedia marketing assets including photography, videography, drone footage, and other creative content. May involve subcontracted production partners. All drone operations will comply with FAA Part 107 and applicable local laws.
CRM & Automation Services – Configuration, customization, support, and ongoing management of customer relationship management (CRM) systems and workflow automations.
SaaS Subscription Management – Setup, configuration, and management of subscription-based software platforms, including user provisioning, seat management, and administrative support.
Email Marketing – Strategy, design, list segmentation, automation, and deployment of email campaigns to support marketing objectives.
Digital Advertising – Setup, optimization, and management of paid media campaigns across search engines, display networks, and social platforms.
Branding & Creative Design – Design and development of visual brand systems including logos, brand identity assets, and sales collateral materials.
Marketing Bundles & Retainers – Predefined or customized combinations of marketing services provided on a recurring basis as outlined in each applicable SOW.
AI & Custom Tooling – Development and configuration of Artificial Intelligence (AI) –powered marketing tools and automation systems, including custom GPTs, chatbots, and AI agents, subject to third-party API terms and the limitations set forth in the applicable SOW.
1. AI-powered services may utilize third-party APIs (e.g., OpenAI, Anthropic, or Google) and may produce outputs that are partially or fully generated by artificial intelligence. Client acknowledges that such outputs may not be unique, may contain errors, and may implicat third party rights. Net X IT Solutions’ responsibility is limited to the configuration, customization, and implementation of the AI solution as specified in the applicable SOW; Net X Marketing does not warrant the accuracy, uniqueness, legality, or fitness for a particular purpose of AI-generated outputs. Client agrees to (a) obtain and retain any necessary rights, licenses, or consents for prompts, training data, and use of AI outputs, and (b) indemnify, defend, and hold Net X Marketing harmless from any claims, liabilities, losses, or expenses arising from Client-provided prompts, Client use of AI outputs, or Client’s failure to obtain required rights, except to the extent such claims arise from Net X Marketing’ gross negligence or willful misconduct.

No Services shall be implied, provided, or authorized outside of those outlined in a fully executed SOW signed by both parties.

5. CLIENT RESPONSIBILITIES

Operations. Client shall be responsible for the following:
1. Working with the Net X Marketing team to define a development timeline with mutually agreed due dates, and to review and discuss content, platform, and technical requirements that are necessary in order for Net X Marketing to provide the Services;
2. Gathering and delivering any remaining content materials, marketing materials, branding assets, credentials, and other information specified in the SOW in a timely manner;
3. Reviewing and approving initial deliverables (representing up to fifty percent (50%) of the agreed content or milestones) for factual accuracy and completeness in accordance with the review schedule in the SOW;
4. Reviewing and approving final deliverables (100% of content) for accuracy and completeness. Additional Client responsibilities may be set forth in the applicable SOW.
Client Project Sponsor and Contacts. Client shall designate in the SOW Agreement at least one Client Contact who will be Client’s authorized decision maker with respect to the Services. Client shall also designate at least one, and no more than three, Client Contacts who are authorized to communicate with Net X Marketing regarding the Services. Client Contacts must have sufficient authority and knowledge to provide approvals and access required by the SOW and to facilitate timely performance of the Services, and each such Client Contact will be identified in each SOW. The Authorized Contact is appointed under the signature lines (including contact information).
Cooperation. Client shall provide Net X Marketing with timely access to Client personnel, facilities, systems, platforms, accounts, and credentials as required for performance of the Services and shall take any site preparation steps reasonably necessary to enable Net X Marketing’s performance. Client shall ensure that any credentials or access provided to Net X Marketing are appropriate for the Services (preferably service or delegated accounts) and that Client maintains adequate security over such credentials. Net X Marketing shall not be liable for breaches, losses, or unauthorized access resulting from Client’s failure to secure credentials or provide appropriate access; Client shall promptly notify Net X Marketing of any known or suspected compromise of credentials or data. The SOW will specify required permissions, roles, and any limitations on access.
Delays. The timely completion by Net X Marketing of its obligations under this Agreement is dependent on Client timely fulfilling its responsibilities. If Net X Marketing is prevented from performing work or is required to perform additional work because of:
1. The unavailability of Client personnel;
2. Client failing to timely provide Net X Marketing with any necessary assistance, instructions, or information;
3. Client otherwise failing to meet its responsibilities as set forth in this Section 5, Client shall pay Net X Marketing on a time and expenses basis at Net X Marketing’s then-current rates for any work time lost or additional work performed. The date on which Net X Marketing’ obligations are required to be fulfilled will be extended for a period of time equal to the time lost by reason of the delay or additional work;
4. If Client fails to deliver required information or approvals when due, project timelines shall be automatically extended by the period of the delay, and billing and scheduled work will continue unless otherwise agreed in writing;
5. Delays greater than thirty (30) business days may trigger a project pause and the assessment of Restart Fees as provided in the applicable SOW or Section 5 (Restart Fee) of this Agreement; and/or
6. Repeated or persistent delays by Client may constitute cause for suspension or termination of the applicable SOW or this Agreement and shall not relieve Client of its obligation to pay for Services performed or costs incurred through suspension or termination, including third party costs Net X Marketing has incurred in furtherance of providing the Services.
Loaned Equipment. Any equipment utilized by Net X Marketing in rendering the Services shall remain the sole property of Net X Marketing, regardless of its location. Client shall not remove ownership labels or markings. Within ten (10) days after the effective date of termination of the applicable Scope of Work Agreement, Client shall return such equipment to Net X Marketing in the same or similar condition as initially delivered, normal wear and tear excepted. Net X Marketing may inspect returned equipment. If Client fails to return equipment as required, Client shall pay Net X Marketing an amount equal to the fair market value of the equipment (as determined by Net X Marketing in good faith or by a mutually agreed appraiser) plus five hundred dollars ($500) for administrative costs, unless otherwise agreed in writing.
Approvals & Acceptance. Deliverables shall be deemed accepted upon Client’s written approval or five (5) business days after delivery if Client does not timely provide written revision requests or objections. If a project or retainer engagement is paused, delayed, or placed on hold for more than thirty (30) calendar days due to Client’s inaction, lack of communication, or failure to provide required materials, Net X Marketing reserves the right to assess a Restart Fee prior to resuming work, as set forth in Section 5 (“Restart Fee”) or the applicable SOW.
Restart Fee. The Restart Fee compensates Net X Marketing for administrative time required to re-scope, re-schedule, and re-allocate resources and for costs resulting from loss of production capacity. Unless otherwise specified in the applicable SOW, the Restart Fee will typically equal five to fifteen percent (5–15%) of the remaining project value. Net X Marketing will provide written notice of any Restart Fee prior to assessment. Projects paused for more than sixty (60) days may be deemed terminated and subject to a new SOW and updated pricing before work resumes.

6. REVISIONS AND CHANGE ORDERS

Each SOW will specify the number of included revisions or review rounds for the applicable deliverables or services.
If an applicable SOW does not specify the number of included revisions, the number of included revisions will default to Net X Marketing’s standard revision policy for the relevant service type, which is: .
Any work or revisions beyond those included in the SOW require a written Change Order signed by both parties before such work commences. Additional work will be billed in accordance with the rates or pricing structure set forth in Exhibit A or the applicable SOW.

7. PAYMENT TERMS

Fees & Schedules. Fees for all Services shall be as stated in the applicable Scope of Work (SOW). For project-based engagements, any deposit amount specified in the SOW is due prior to project commencement. A project shall not be considered active, and scheduling will not begin until the required deposit has been received by Net X Marketing.
1. For recurring or retainer engagements, billing will occur on the recurring schedule (monthly, quarterly, or annually) set forth in the SOW.
2. For one year and three year contract terms, total fees, installment schedules, and any prepaid discounts shall be detailed in the SOW. Unless otherwise specified, annual or multi year engagements will be invoiced in equal installments at the agreed frequency (e.g., monthly, quarterly, or annually in advance).
3. All pricing assumes timely Client cooperation and adherence to agreed timelines. Any modification to scope, timeline, or payment schedule requires a written Change Order executed by both parties. Billing will continue for work performed and for any recurring fees during delays unless otherwise agreed in writing.
Invoices & Payment Window. Invoices are due net fifteen (15) days from the date of issuance. Late balances accrue interest at 1.5% per month, or the maximum rate permitted by applicable law, whichever is lower.
1. For recurring or long term contracts (including one year and three year terms), invoices will follow the billing frequency and payment schedule outlined in the SOW. Each invoice is due within the same net fifteen (15) day payment window from the date of issuance.
Expenses. Client shall reimburse Net X Marketing for all reasonable out of pocket expenses (including travel, lodging, and meals) incurred solely in connection with the performance of the Services, provided such expenses are preapproved as required by the SOW.
Taxes. Client shall pay when due or, if necessary, reimburse Net X Marketing for all sales, use, property, excise, and other similar taxes, including penalties and interest arising from Client’s failure to pay such taxes timely, resulting from activities under this Agreement or any SOW, excluding taxes based on Net X Marketing’ net income or corporate franchise. If Client claims tax exempt status, Client shall supply Net X Marketing with the appropriate tax exempt certificate or number prior to incurrence of the tax liability.
Additional Right. In addition to the rights set forth in Section 11 of this Agreement, if Client fails to pay any undisputed fees or charges when due for five (5) days after receipt of written notice, or fails to perform any other material obligation under this Agreement, Net X Marketing may, at its option, suspend or terminate the Services and pursue any other remedies available at law or in equity. Upon Client curing the default, Net X Marketing will reinstate any suspended Services, subject to payment of any unpaid amounts, reasonable reinstatement fees, and any applicable Restart Fees. Suspension or termination does not relieve Client of its obligation to pay fees accrued through suspension or termination.
Third Party Expenses. Client is responsible for all third party expenses incurred in connection with the Services, including but not limited to:
1. Advertising spend inclusive of money expended on advertising services with third parties (e.g., Google Ads, Meta Ads, LinkedIn Ads);
2. Premium stock photography, video, or fonts;
3. Licenses, themes, or plugins used for templated or custom websites;
4. Third-party software or SaaS fees, including but not limited to HighLevel platform seats, communication fees for email or SMS delivery, A2P 10DLC registration or verification costs, SMTP / email-sending infrastructure, and any associated per-message or per-email usage charges;
5. Domain purchases or secondary domains registered for email, tracking, or campaign configuration;
6. Integrations, API fees, or data-connector tools;
7. Printing, shipping, or travel expenses; and
8. Applicable sales, use, or other taxes, excluding taxes based on Net X Marketing’s income.
9. Net X Marketing will obtain Client’s prior written approval (email acceptable) before incurring any third party cost not specified in the applicable SOW.
10. Any ongoing third party licenses, domains, or subscriptions purchased on Client’s behalf shall be transferred to Client ownership upon delivery; thereafter Client shall be responsible for renewals, usage charges, and compliance (including maintenance of A2P 10DLC registration), unless otherwise stated in the applicable SOW.
Refunds & Pauses. Unless otherwise specified in the applicable SOW or required by applicable law, payments are non refundable once Net X Marketing has begun work. Paused projects require rescoping and may incur Restart Fees as described in Section 5 and the applicable SOW.
Effect of Termination. No termination of this Agreement shall relieve Client of its obligation to pay Net X Marketing for all amounts that have accrued or become payable prior to the effective date of termination, including third party costs incurred on Client’s behalf. Suspension or termination of Services pursuant to Section 7.5 shall not release Client from payment obligations for Services performed through the effective suspension or termination date. Client shall not be entitled to a refund of amounts paid as a result of termination for Client default. Final invoices for Services and reimbursable expenses incurred through the effective termination date shall be due and payable in accordance with Section 7.

8. WARRANTIES

Performance. Net X Marketing warrants that all Services it provides will be performed with commercially reasonable skill and care, in a professional manner, in material conformity with generally accepted industry standards and in material compliance with the requirements of this Agreement and any applicable SOW. Net X Marketing’ sole obligation, and Client’s exclusive remedy, for breach of this warranty will be, at Net X Marketing’ option, either (a) re-performance of the non-conforming Services at no additional charge, or (b) a refund of the fees paid for the non conforming portion of the Services. This warranty does not apply to deficiencies caused by Client-provided materials, Client’s failure to cooperate, or changes requested by Client after acceptance.
No Violation. Net X Marketing warrants that its performance of Services under this Agreement does not and shall not knowingly violate any applicable law, rule, or regulation, or any third-party intellectual property right in any patent, trademark, copyright, trade secret, or similar right. Net X Marketing makes no warranty with respect to any materials, content, or instructions provided by Client, and Client will be solely responsible and liable for any claim arising from Client-provided materials or third-party content furnished by Client.
Right. Net X Marketing warrants that it is the lawful owner or authorized licensee of any software programs, materials, or components that it provides as part of the Deliverables and that Net X Marketing will maintain sufficient rights to grant the licenses expressly set forth in this Agreement or the applicable SOW. Notwithstanding the foregoing, Deliverables may include or rely on third party software, open source components, templates, plugins, or other materials that are subject to third party license terms; such components are licensed (not assigned) to Client and remain subject to their original license terms unless otherwise stated in the applicable SOW.
Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NET X IT SOLUTIONS MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, REGARDING ANY MATTER WHATSOEVER. NET X IT SOLUTIONS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF TITLE, NON INFRINGEMENT, ACCURACY OF DATA, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTY ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR FROM USAGE OF TRADE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

9. LIABILITIES AND INDEMNITIES

Exclusion of Liability. IN NO EVENT SHALL EITHER PARTY OR ITS SUPPLIERS OR SUBCONTRACTORS BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST SAVINGS, OR LOSS OF BUSINESS, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. This exclusion shall not apply to claims that cannot be limited or excluded under applicable law or to any other categories of liability expressly excluded from this limitation elsewhere in this Agreement.
Indemnification. Each party (the “Indemnifying Party”) shall indemnify, defend and hold harmless the other party and its officers, directors, employees, agents, and permitted successors and assigns (the “Indemnified Party”) from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and court costs) arising out of third party claims to the extent such claims are caused by (a) the Indemnifying Party’s gross negligence or willful misconduct, (b) the Indemnifying Party’s breach of its obligations under Sections 5 (Client Responsibilities) or 10 (Intellectual Property Rights and Confidentiality) of this Agreement, or (c) Client’s use of Deliverables in combination with materials or systems not supplied or authorized by Net X Marketing. Net X Marketing’ indemnity for third party claims of intellectual property infringement shall be limited to claims arising from the unmodified Deliverables provided by Net X Marketing and shall not apply to components licensed from third parties, Client materials, or modifications made by Client or a third party. The Indemnifying Party shall (i) promptly notify the Indemnified Party in writing of any claim for which indemnity is sought, (ii) permit the Indemnified Party to participate in the defense, and (iii) permit the Indemnifying Party to assume sole control of the defense and settlement of the claim, provided that the Indemnifying Party will not settle any claim that admits fault of, or imposes any obligation or liability on, the Indemnified Party without the Indemnified Party’s prior written consent (which shall not be unreasonably withheld or delayed). The Indemnified Party may, at its election and expense, engage separate counsel to participate in the defense. The foregoing indemnity obligations are subject to the Limitation of Liability set forth in this Agreement.

10. INTELLECTUAL PROPERTY RIGHTS

Confidential Information. For purposes of this Agreement, “Confidential Information” means, whether communicated orally or in writing or obtained through observation or examination of a party’s facilities, procedures, or activities, (i) as to Net X Marketing information, all competitively sensitive, secret, or otherwise confidential business, financial, marketing, or technical information, and other confidential information belonging to Net X Marketing or its suppliers, including, but not limited to, the terms of this Agreement; and (ii) as to Client information, any competitively sensitive, secret, or otherwise confidential business, financial, marketing, or technical information, and other confidential information belonging to Client. Notwithstanding the foregoing, Confidential Information does not include information (a) rightfully known by the recipient at the time of its initial disclosure; (b) rightfully disclosed to the recipient without obligation of confidentiality by a third party; (c) in the public domain or that enters the public domain other than by the unauthorized acts of any person; or (d) independently developed by the recipient without use of the discloser’s Confidential Information.
Protection. Each party shall preserve in confidence all Confidential Information of the other party and shall use at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Neither party shall use or disclose the other party’s Confidential Information except as permitted by this Agreement or in the performance of Services. A party may disclose Confidential Information to its employees, agents, or subcontractors on a strictly need to know basis, provided that any such recipient is bound by written confidentiality obligations at least as protective as those in this Agreement. Each party shall promptly notify the other upon becoming aware of any unauthorized use or disclosure of the other party’s Confidential Information. Upon termination of this Agreement or upon written request, the receiving party shall return or destroy (and certify destruction of) the disclosing party’s Confidential Information, except that the receiving party may retain one archival copy solely for compliance, disaster recovery, or legal record purposes, subject to the confidentiality obligations of this Agreement.
Permitted Disclosure. Either party may disclose the other party’s Confidential Information if required to do so by applicable law or a valid order of a court or governmental authority, provided that the disclosing party (i) gives the other party prompt written notice of the required disclosure (to the extent legally permitted), (ii) reasonably cooperates with the other party’s efforts to seek a protective order or other appropriate remedy, and (iii) discloses only the portion of the Confidential Information that is legally required to be disclosed.
General Knowledge. Net X Marketing and its personnel shall be free to use and employ their general skills, know how, expertise, and generalized ideas, concepts, methods, techniques, and practices gained or learned during the course of any assignment, provided that such use does not disclose or make use of the other party’s Confidential Information or trade secrets.
Injunctive Relief. Each party acknowledges that a breach of its obligations under this Section 10 will cause irreparable harm to the other party and/or its suppliers for which monetary damages may be inadequate. Accordingly, the non breaching party shall be entitled to seek injunctive or other equitable relief to prevent or curtail any actual or threatened breach, without prejudice to any other remedies that may be available at law or in equity.
Survival. The obligations under this Section 10 shall survive termination of this Agreement. Notwithstanding the foregoing, obligations with respect to the disclosing party’s trade secrets shall survive indefinitely, and obligations with respect to other Confidential Information shall survive for three (3) years following termination of this Agreement, except where applicable law requires a different survivability period.
Pre-Existing IP. Net X Marketing retains all right, title and interest in and to its pre existing intellectual property, templates, design systems, software code, processes, methodologies, trade secrets, tools, and know how used in the creation of Deliverables. Except as expressly set forth in an applicable SOW or license grant, Net X Marketing does not assign or transfer ownership of such pre existing intellectual property to Client; Net X Marketing may, however, grant Client a limited, non exclusive, non transferable license to use the Deliverables solely for Client’s internal business purposes as set forth in the applicable SOW. Third party or open source components included in Deliverables remain subject to their original license terms.
Editable / Source Files. Editable source files (for example, Adobe Illustrator (AI), Photoshop (PSD), native video project files, source code, or working documents) are not included in Deliverables unless expressly specified in the applicable SOW. If provided, editable/source files may be subject to an additional release fee and will be governed by a limited license set forth in the SOW (for example, a license limited to Client’s internal use). Any transfer of editable/source files is conditioned on Client’s payment of any release fee, compliance with license terms, and any third party license obligations associated with included components.
Portfolio Use. Client grants Net X Marketing the right to reference and display completed work, including Client’s name and logo, in Net X Marketing’ portfolio, case studies, marketing materials, and on Net X Marketing’ website, unless Client requests in writing that particular Deliverables be treated as Confidential Information. Public announcements, press releases, or joint marketing activities concerning the engagement will require mutual prior written approval, which shall not be unreasonably withheld.

11. TERM & TERMINATION

Term. This Agreement takes effect on the Effective Date and shall remain in force for a period of one year (“Initial Term”). This Agreement will automatically renew for successive one year terms unless either party provides the other with at least sixty (60) days’ prior written notice of its intent not to renew before the end of the then current term.
Termination for Convenience. Either party may terminate this Agreement for convenience upon providing the notice period specified below for the applicable engagement type. Termination for convenience shall not relieve Client of its obligation to pay for Services performed, non refundable deposits, prepaid fees covering the period prior to termination, or any non cancelable third party commitments entered into by Net X Marketing in connection with the SOW.
1. Monthly Engagements: Sixty (60) days’ prior written notice. Termination will be effective at the end of the sixty (60) day notice period unless otherwise agreed in writing.
2. One or Three Year Engagements: Ninety (90) days’ prior written notice before the renewal date or the desired termination date. If Client provides less than ninety (90) days' notice for termination for convenience, Client shall pay Net X Marketing a termination fee equal to all remaining monthly fees due for the balance of the contract term being terminated, calculated from the effective termination date through the original contract expiration date.
Termination for Cause. Either party may terminate this Agreement for cause if the other party materially breaches any material obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach and the required cure.
1. a. Fails to fulfill in any material respect its obligations under this Agreement and does not cure such failure within thirty (30) days of receipt of such written notice.
2. b. Breaches any material term or condition of this Agreement and fails to remedy such breach within thirty (30) days of receipt of written notice specifying the breach.
3. c. Terminates or suspends its business operations, becomes insolvent, makes an assignment for the benefit of creditors, or is subject to appointment of a receiver or similar officer for substantially all of its assets, unless the business or the Agreement is continued or assumed by a permitted assignee in accordance with this Agreement.
Effect of Termination. If either party terminates this Agreement, Net X Marketing will, at Client’s request, reasonably assist in the orderly transition or termination of the Services and the transfer of work to another provider; Client shall pay Net X Marketing for all reasonable, actual costs incurred in providing such assistance. Net X Marketing may suspend performance until such costs are agreed and any invoices are paid. Client shall pay for all Services performed and costs reasonably incurred through the effective termination date. Deposits specified in the applicable SOW are non refundable unless otherwise stated in the SOW. For CRM services specifically: (i) Client shall notify Net X Marketing in writing at least thirty (30) days prior to the desired transfer or termination date; (ii) all monthly software access fees shall continue through the end of the then-current billing period unless the SOW provides otherwise; (iii) Net X Marketing will provide data export and transfer assistance as specified in Section 3.7 (CRM), subject to payment of all outstanding fees; (iv) ownership and control of the CRM account shall transfer to Client or Client's designee only after: (A) all outstanding invoices are paid in full; (B) any applicable transfer or portability fees specified in the SOW are paid; and (C) Client executes any third-party platform provider agreements or transfer documentation required by the platform; (v) following transfer, Client assumes all responsibility for the CRM account, including compliance with platform terms, data security, user management, and subscription fees; and (vi) any proprietary tools, templates, automations, workflows, or custom integrations developed by Net X Marketing remain the property of Net X Marketing and are not transferred unless expressly provided in a separate written agreement.
1. Client shall pay for all Services performed and costs incurred through the effective termination date, including any non cancelable third party commitments entered into by Net X Marketing on Client’s behalf. Deposits are non refundable except as expressly provided in the applicable SOW.
The term and termination provisions of this Section shall apply to any Scope of Work Agreement unless otherwise expressly provided within the applicable Scope of Work Agreement.

12. PERFORMANCE DISCLAIMER

Marketing results depend on multiple factors outside Net X Marketing’s control, including market conditions, platform algorithm changes, third party platform policies, advertiser account health, and Client’s timely cooperation and provision of accurate information. Net X Marketing does not guarantee specific search rankings, lead volumes, traffic levels, conversions, or revenue. All performance data, forecasts, and projections are estimates provided for informational purposes only and are based on information available at the time they are produced. Client acknowledges that platform rules and third party services (e.g., advertising platforms, social networks, or AI providers) can change and that Net X Marketing is not responsible for changes or outages of third party platforms beyond its control.

13. INDEPENDENT CONTRACTOR

Net X Marketing is an independent contractor. Net X Marketing shall have no authority to assume, create, or enlarge any obligation or commitment on behalf of Client without the prior written consent of Client. In addition, Net X Marketing shall not use Client’s name in any way that implies that Net X Marketing is an agent, partner, or employee of Client or has the authority to bind Client to any agreement. Net X Marketing, as an independent contractor, shall bear sole responsibility for the payment of compensation and for providing benefits to its personnel and shall pay any and all amounts required by law to be paid by an employer to the United States Government or to any state or local government for Net X Marketing and any of its employees, agents, and subcontractors as a result of services performed pursuant to this Agreement, including, but not limited to, amounts due for unemployment insurance, social security, workers’ compensation, and income tax. Net X Marketing shall defend, indemnify, and hold Client and its directors, officers, employees, agents, and benefit plan administrators harmless from and against any claims, liabilities, fines, penalties, or expenses (including reasonable attorneys’ fees) arising out of Net X Marketing’ failure to pay such compensation, benefits, taxes, or insurance, or arising from Net X Marketing’ misclassification of its workers.

14. MISCELLANEOUS

Nonsolicitation. Except with the other party’s prior written consent, each party shall refrain from soliciting for employment or employing, directly or indirectly, any employee or contractor of the other until 12 months have elapsed following termination of this Agreement, or until 12 months have elapsed following termination of the employment of the applicable employee or contractor, whichever occurs first.
Assignment. Neither party may assign or otherwise transfer this Agreement or any rights or obligations under this Agreement to any third party without the prior written consent of the other party, except that each party may transfer this Agreement to a successor to all or substantially all of its assets and business. Consent shall not be unreasonably withheld. Subject to the restriction on transfer set forth in this Paragraph, this Agreement shall be binding upon and shall inure to the benefit of the parties’ successors and assigns.
Force Majeure. Neither party shall be liable for any delay in or failure of performance resulting from any cause or condition beyond its reasonable control (a “Force Majeure Event”), including but not limited to acts of God, epidemics or pandemics, government actions or orders, civil unrest, war, embargoes, strikes or labor disputes, failures of third party platforms or services, interruptions or failures of telecommunications or internet access, power outages, or inability to obtain necessary materials or services. The affected party shall (a) promptly notify the other party in writing of the occurrence of the Force Majeure Event and its anticipated duration; (b) use commercially reasonable efforts to mitigate the effect of the Force Majeure Event and to resume performance as soon as practicable; and (c) continue performance of unaffected obligations. If a Force Majeure Event prevents performance for more than ninety (90) consecutive days, either party may terminate the affected SOW or this Agreement upon ten (10) business days’ written notice to the other party without further liability except for payment of Services performed and non cancelable obligations incurred prior to termination.
Waiver. The failure of either party to act upon any right, remedy, or breach of this Agreement shall not constitute a waiver of that or any other right, remedy, or breach. No waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
Notices. Unless provided otherwise in this Agreement, any notice required or permitted under this Agreement shall be personally delivered, or sent by courier, express or overnight delivery service, or by certified mail, postage prepaid, return receipt requested, or sent by email to the addresses set forth in the signature blocks or to such other address as shall be advised by any party to the other in writing (including in an applicable SOW). Notices sent by certified mail, courier, or overnight delivery shall be effective upon actual receipt. Notices sent by email shall be effective on the date of transmission provided that no delivery failure notification is received; for email notices, the sender shall use reasonable measures to confirm delivery (for example, a delivery/read receipt or follow-up telephone call).
Governing Law. This Agreement and any claim arising out of this Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, excluding its conflict of laws principles.
Dispute Resolution. Any claim or controversy arising out of or relating to this Agreement, including any anticipatory breach or disagreement as to interpretation of this Agreement, that is not resolved by the parties themselves or through a third party mediator, shall be settled by binding arbitration in Cincinnati, Ohio administered by Cincinnati Bar Association Arbitration Services. The arbitrator(s) shall decide all discovery issues. Judgment on the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction. Neither party nor the mediator nor the arbitrator(s) may disclose the existence, content, or results of any mediation or arbitration hereunder without the prior written consent of both parties, except as necessary to confirm, enforce, or challenge an award, or as required by law. All fees and expenses of the mediation and arbitration shall be borne by the parties equally. However, each party shall bear the expense of its own counsel, experts, witnesses, and preparation and presentation of proofs, except that, in arbitration, the prevailing party shall be entitled to an award of reasonable attorney’s fees.

16. SEVERABILITY & WAIVER

Invalid provisions shall not affect the remainder. No waiver is effective unless in writing and signed by the waiving party.

17. ENTIRE AGREEMENT & SOW(s) & CHANGE ORDERS

Entire Agreement. This Agreement, together with all Schedules, Exhibits and Scope of Work Agreements, Change Orders, and any other documents incorporated herein by reference, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any conflict between the terms and provisions of this Agreement and those of any Schedule, Exhibit or Scope of Work Agreements, the following order of precedence shall govern: (a) first, this Agreement, exclusive of its Exhibits and Schedules; (b) second, the applicable Scope of Work Agreements; and (c) third, any Exhibits and Schedules to this Agreement. Any representation, statement, or warranty not expressly contained in this Agreement shall not be enforceable by the parties. This Agreement may not be amended except by a writing that specifically references this Agreement and is signed by the parties.