Master Service Agreement
PNW Contractor Marketing — Web Development & AI Chatbot Services
Last Updated: July 30, 2026
See also: Privacy Policy
Parties
Service Provider (“Agency”): PNW Contractor Marketing
Email: Wade@PNWContractorMarketing.com
Client (“Client”): The individual or business entity entering into this agreement.
This Master Service Agreement (“Agreement”) is a legally binding contract between the Agency and the Client. The Client agrees to it by signing it, by paying any amount toward the engagement (including a deposit paid by PayPal invoice, credit card, debit card, Apple Pay, Google Pay, or bank transfer), or by accepting delivery of any Work Product. Doing any of those things means the Client has read this Agreement, understood it, and accepted every term in it.
Effective Date.This Agreement takes effect on the earliest of: the date the Client signs it, the date the Client pays any amount toward the engagement, or the date the Client accepts delivery of any Work Product. That date is the “Effective Date” wherever this Agreement uses the term.
1. Scope of Services
1.1The Agency provides web development, web design, AI chatbot integration, Google Business Profile optimization, and related digital services (“Services”), as described in the Proposal, Statement of Work, invoice, or written communication for the engagement.
1.2 The standard engagement works like this:
- —(a) Project Fee — A one-time fee, stated in the Proposal, Statement of Work, or invoice issued to the Client, covering the design and development of the agreed deliverables. The fee that applies is the fee on the invoice the Client pays. Published or advertised pricing may change at any time without affecting an engagement already under way.
- —(b) Payment Structure — A non-refundable $375 deposit is due before build work begins. The remaining balance is due when the Client signs off on the completed Work Product, on the terms set out in Section 2.2. The Client reviews the work throughout the build, and revisions to the agreed deliverables are included in the Project Fee, with no limit on the number of rounds, up until sign-off.
- —(c) Optional Add-On Services — One-time add-on services, such as Google Business Profile optimization, may be purchased separately at the price quoted when they are ordered. Add-on services create no recurring obligation for either Party.
1.3Work that goes beyond the deliverables defined in the Proposal or Statement of Work is new scope. The Agency quotes it separately, and it requires the Client’s written approval before it begins. The unlimited revisions in Section 1.2(b) apply to the agreed deliverables; they do not extend to new scope.
2. Payment Terms
2.1 Deposit. The $375 deposit pays for the scoping, design, and development work that begins immediately upon receipt. The deposit is earned on receipt and is non-refundable under all circumstances, including but not limited to project cancellation, Client unresponsiveness, Client dissatisfaction, or change of mind.
2.2 Balance. The balance is due when the Client signs off on the completed Work Product, or when the Work Product is deemed accepted under Section 3.3, whichever comes first. Sign-off follows a functional preview made available to the Client. The Work Product is released to production, connected to the Client’s domain, or otherwise made publicly available only after the balance has cleared. Until the balance clears in full, the Agency keeps possession and control of all Work Product.
2.3 Payment Methods. The Agency accepts PayPal invoice, credit card, debit card, Apple Pay, Google Pay, and bank transfer. Invoices go out by email and are payable within five (5) business days of receipt.
2.4 Unpaid Balance. If the balance goes unpaid for thirty (30) or more calendar days after delivery, the Agency may, at its sole discretion, treat the engagement as abandoned, keep the deposit, and reuse or discard the Work Product. The Agency may also pursue collection of any amounts owed for work performed, together with collection costs, attorney fees, and court costs.
3. Delivery & Acceptance
3.1 Nature of Deliverables. All Services are custom, intangible digital work delivered electronically. Delivery is complete when the Agency makes the Work Product available to the Client by preview link, staging environment, or live deployment.
3.2 Acceptance. The Client’s approval of a first draft, or of any other deliverable — given by email, text message, messaging platform, or any other written channel — is acceptance of that deliverable. Paying the balance is also acceptance of the delivered Work Product. “Draft”, “first draft”, “mockup” and “preview” all mean the same thing in this Agreement: a working version of the Work Product put in front of the Client for approval before it goes live.
3.3 Deemed Acceptance. If the Client does not raise a specific written objection within seven (7) calendar days of delivery, the Work Product is deemed accepted.
3.4 Use as Acceptance. Any commercial use of the Work Product by the Client, including directing customers to the live website, is acceptance.
3.5 Build Timeline. Where the Agency states a build timeline for an engagement, that timeline runs from the Client’s approval of the draft under Section 3.2. It does not run from the Effective Date, from the deposit, or from the start of scoping. Timelines are stated in business days. Time spent waiting on content, images, branding assets, credentials, or feedback from the Client extends the timeline day for day, as described in Section 8.1. Timelines are good-faith projections under Section 9.3, not commitments.
4. Refunds, Chargebacks & Payment Disputes
4.1 No Refunds. The Services are custom digital work that cannot be returned. All payments are final once the work they cover has begun. No refunds are issued for completed, delivered, or accepted work.
4.2 Resolution First. Before opening any dispute, claim, or chargeback with PayPal, a card issuer, a bank, or any other payment processor, the Client agrees to contact the Agency at wade@pnwcontractormarketing.com and allow fifteen (15) business days to resolve the problem directly.
4.3 Chargebacks as Breach. Opening a chargeback or payment dispute over Services that have been delivered or accepted under Section 3 is a material breach of this Agreement. On any payment reversal, or on the opening of any dispute, the Agency may immediately suspend all Services, disable hosting, and take any hosted Work Product offline, without notice and without liability.
4.4 Recovery. The Client is liable to the Agency for any reversed or disputed amounts ultimately owed, together with all processor fees, dispute fees, an administrative fee of $150.00 USD per dispute, and all collection costs and attorney fees incurred in recovering them.
4.5 Evidence. The Agency keeps records of proposals, approvals, correspondence, preview links, delivery confirmations, and deployment logs. The Client consents to the Agency submitting those records to payment processors as evidence that the Services were delivered as described.
4.6 License Suspension. Any payment reversal automatically suspends the license granted under Section 5 until every amount owed is repaid in full.
5. Intellectual Property & License
5.1 Agency Ownership. All code, design files, graphics, animations, AI chatbot configurations, custom scripts, and any other deliverables produced by the Agency (“Work Product”) are and remain the exclusive intellectual property of PNW Contractor Marketing, unless and until the Client exercises the Buyout Option in Section 5.3.
5.2 License. Once the Project Fee is paid in full, the Client has a perpetual, non-exclusive, non-transferable license to use the Work Product for its intended business purpose. A license is not ownership: the Client may not sublicense, resell, redistribute, or claim authorship of any Work Product. The license may be suspended or revoked only for material breach of this Agreement, including any payment reversal under Section 4.
5.3 Buyout Option. The Client may buy full ownership of the Work Product — source code, design assets, and all deliverables — by paying a one-time Intellectual Property Buyout Fee, quoted by the Agency when the Client asks for it. Once the Buyout Fee is received and the Client has no outstanding balance:
- —(a) The Agency transfers ownership of the final production code and design assets to the Client.
- —(b) The Client takes on full responsibility for hosting, maintenance, security, and all future development costs.
- —(c) The Agency’s obligations under this Agreement end when the transfer is complete, except for the obligations that survive termination under Section 11.3(d).
5.4 Third-Party Components. The Work Product may include open-source libraries, third-party APIs, stock assets, or other components that carry their own license terms. The Agency claims no ownership over those components, and the Client’s use of them is governed by the applicable third-party licenses.
6. Hosting & Infrastructure
6.1 Included Hosting. Hosting of the Work Product on infrastructure operated or arranged by the Agency is included with the build at no recurring charge, for as long as the Agency operates that infrastructure. The Agency will use commercially reasonable efforts to keep hosted Work Product available, but gives no uptime guarantee and no service-level commitment.
6.2 Changes to Hosting. The Agency may change, migrate, or discontinue its hosting arrangements on thirty (30) days’ written notice. If hosting is discontinued, the Client may exercise the Buyout Option under Section 5.3, or engage the Agency to migrate the Work Product to infrastructure of the Client’s choosing at the Agency’s then-current rates.
6.3 Suspension. The Agency may suspend hosting immediately and without notice for non-payment, payment reversal, material breach, or any use of the Work Product for unlawful purposes.
6.4 Domain & SSL. Where the Proposal or invoice includes a domain, the Agency registers or connects that domain and issues and renews the SSL certificate as part of the build, at no recurring charge, on the same footing as hosting under Section 6.1. If hosting is discontinued under Section 6.2, or the Client exercises the Buyout Option under Section 5.3, the Agency will transfer the domain to a registrar account of the Client’s choosing on request, at the Client’s cost. The Agency does not warrant that any particular domain name is or will remain available.
7. Portfolio & Publicity Rights
7.1 Perpetual License. The Agency keeps an irrevocable, perpetual, royalty-free, worldwide right to display, reference, and reproduce the Work Product in the Agency’s portfolio, website, social media, marketing materials, sales presentations, award submissions, and any other promotional context.
7.2 Client Identification. The Agency may identify the Client by name and logo in portfolio and case study work, unless the Client objects in writing within fourteen (14) days of the Effective Date defined in the Parties section above.
7.3 Survival. This Section 7 survives termination, expiration, or buyout of this Agreement.
8. Client Responsibilities & Indemnification
8.1 The Client provides all necessary content, images, branding assets, login credentials, and feedback promptly. Time lost waiting on the Client for required materials extends the build timeline day for day under Section 3.5. It is not grounds for a refund, and it is not grounds for any claim against the Agency for missing a stated date.
8.2 The Client is solely responsible for the accuracy, legality, and appropriateness of all content it gives the Agency to put in the Work Product, and warrants that it holds every right necessary to use that content.
8.3 The Client designates a single point of contact authorized to approve deliverables and make binding decisions for the Client.
8.4 Indemnification. The Client shall indemnify, defend, and hold harmless the Agency from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorney fees) arising out of or related to content provided by the Client, the operation of the Client’s business, or the Client’s use of the Work Product.
9. Warranties & Disclaimers
9.1 Agency Warranty. The Agency warrants that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. This is the only warranty the Agency gives.
9.2 No Additional Warranties.EXCEPT AS EXPRESSLY STATED IN SECTION 9.1, THE AGENCY PROVIDES ALL SERVICES AND WORK PRODUCT ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. THE AGENCY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
9.3 No Guarantee of Results. The Agency does not guarantee any specific business outcome, including but not limited to increased traffic, search engine rankings or placement, lead generation, conversion rates, or revenue growth. Estimates of timing or performance, including any build timeline stated under Section 3.5, are good-faith projections and not commitments.
10. Limitation of Liability
10.1 Exclusion of Consequential Damages. IN NO EVENT SHALL THE AGENCY BE LIABLE TO THE CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY.
10.2 Aggregate Cap.THE AGENCY’S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY THE CLIENT TO THE AGENCY FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM.
10.3 Third-Party Services. The Agency is not responsible for downtime, data loss, security breaches, or service interruptions caused by third-party hosting providers, payment processors, API providers, domain registrars, or any other external service.
10.4 Force Majeure. Neither Party is liable for delays or failures in performance caused by circumstances beyond its reasonable control. A Party relying on this clause must notify the other in writing without undue delay and resume performance as soon as it reasonably can.
11. Termination
11.1 Termination by Client. The Client may terminate this Agreement at any time by written notice to the Agency. On termination, all outstanding balances for work performed become immediately due and payable. No refunds are issued for the deposit or for any work completed before termination.
11.2 Termination by Agency. The Agency may terminate this Agreement immediately on written notice if the Client breaches any material term, including any payment reversal under Section 4, and does not cure that breach within fourteen (14) days of receiving written notice. Breaches arising from chargebacks or payment disputes require no cure period.
11.3 Effect of Termination. On termination:
- —(a) If the Project Fee has not been paid in full, the Client’s license to use the Work Product is immediately revoked, and the Agency may take the Client’s website offline and disable all hosted services.
- —(b) If the Project Fee has been paid in full and no breach exists, the license granted under Section 5.2 survives, subject to Section 6 (Hosting).
- —(c) The Agency has no obligation to retain, transfer, or provide copies of any Work Product unless the Buyout Fee has been paid in full.
- —(d) All provisions that by their nature should survive termination do survive, including Sections 4, 5, 7, 8.4, 9, 10, 12, and 13.
12. Confidentiality
12.1 Each Party holds in confidence any proprietary or confidential information the other Party discloses during the term of this Agreement.
12.2 The obligations under this Section 12 survive termination of this Agreement for two (2) years.
12.3 Section 12 does not restrict the portfolio and publicity rights granted to the Agency under Section 7. The Client’s name, logo, and finished Work Product are not confidential information for the purposes of this Agreement.
13. Dispute Resolution & Governing Law
13.1 Governing Law. This Agreement is governed by and construed under the laws of the State of Washington, without regard to its conflict of laws principles. This applies wherever the Client is located.
13.2 Informal Resolution. Before starting any formal legal proceeding, the Parties will try in good faith to resolve the dispute by direct negotiation, for at least thirty (30) days. This does not extend or replace the fifteen (15) business day window in Section 4.2, which applies before any payment dispute or chargeback.
13.3 Jurisdiction. Any legal action arising out of this Agreement must be brought exclusively in the state or federal courts located in King County, Washington, and each Party consents to the personal jurisdiction of those courts.
13.4 Attorney Fees. In any action to enforce the terms of this Agreement, the prevailing Party shall be entitled to recover its reasonable attorney fees, court costs, and other collection expenses from the non-prevailing Party.
14. General Provisions
14.1 Entire Agreement. This Agreement, together with any Proposals, Statements of Work, invoices, or addenda agreed by both Parties, is the entire agreement between them and supersedes all prior negotiations, understandings, and agreements. Marketing material, website copy, and advertising are not part of this Agreement; where they differ from it, this Agreement governs.
14.2 Amendments. The Agency may update this Agreement from time to time. The version published at pnwcontractormarketing.com/terms at the time the Client pays governs that engagement, and a later version does not change an engagement already under way. Changes specific to one engagement require a written instrument signed by both Parties.
14.3 Severability. If any provision of this Agreement is found invalid or unenforceable, the rest continues in full force and effect.
14.4 Assignment. The Client may not assign or transfer this Agreement without the Agency’s prior written consent. The Agency may assign it freely in connection with a merger, acquisition, or sale of substantially all of its assets.
14.5 Notices. Formal notices under this Agreement must be in writing and sent by email to the addresses listed above, with confirmation of receipt.
14.6 Independent Contractor. The Agency is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the Parties.
14.7 No Waiver. If the Agency does not enforce a provision of this Agreement on one occasion, that is not a waiver of the provision or of the right to enforce it later.
Questions about this Agreement: wade@pnwcontractormarketing.com
