This Master Services Agreement (“Agreement”) is entered into by and between Ketamine Lead Gen (“Agency”) and the undersigned client (“Client”).
By executing any Proposal or Statement of Work (“SOW”), approving electronically, authorizing work, or submitting payment, Client irrevocably agrees to be bound by this Agreement.
1. EFFECTIVE DATE; SCOPE; GOVERNING DOCUMENTS
This Agreement becomes effective upon acceptance of any SOW (“Effective Date”) and governs all services provided by Agency.
All services, deliverables, fees, and timelines are defined in SOW(s), which are incorporated herein. In the event of conflict, this Agreement controls.
2. BINDING INITIAL TERM
This Agreement includes a strict, non-cancelable six (6) month initial term (“Initial Term”).
Client acknowledges this term is a material inducement and expressly waives any right to terminate for convenience during the Initial Term.
3. SERVICES; SCOPE CHANGES
Out-of-scope work requires a written Change Order or additional SOW.
4. CLIENT OBLIGATIONS
Client shall provide all required materials, approvals, access, and cooperation in a timely manner.
Failure to do so does not relieve payment obligations and may constitute breach.
Client warrants all provided materials are lawful and non-infringing.
5. PAYMENT TERMS; BILLING
Invoices are due within five (5) business days and are not contingent on performance, results, or funding.
All payments are absolute, unconditional, and non-cancellable.
6. ACH AUTHORIZATION; AUTO-DEBIT
Client authorizes Agency to charge any payment method on file (ACH, credit card, etc.) for all amounts due, including:
Authorization remains in effect until all balances are paid.
Chargebacks or disputes constitute material breach and trigger immediate acceleration of all fees.
7. PAYMENT FAILURE; ESCALATION
If payment fails:
If unresolved within three (3) business days, Client is in material breach and Agency may:
8. MINIMUM MONTHLY BILLING
Client agrees to minimum monthly fees regardless of:
Reducing ad spend or activity does not reduce fees.
9. LATE PAYMENTS; COLLECTIONS
Late balances accrue 1.5% monthly interest (or max allowed).
Client shall pay all enforcement costs, including attorneys’ fees and collection costs.
10. SUSPENSION OF SERVICES
Agency may suspend services at any time for non-payment or breach without liability.
11. EXPENSES
Client must approve expenses exceeding 10% of estimates. Agency may require prepayment.
12. APPROVAL OF WORK
Deliverables are deemed approved after five (5) business days without written rejection.
13. SUPPLIERS
Agency may engage vendors. Client is responsible for all third-party costs.
14. NO GUARANTEES
Agency does not guarantee:
All services are provided “as is.”
15. THIRD-PARTY PLATFORMS
Agency is not responsible for platform actions, including:
Fees remain due regardless.
16. INTELLECTUAL PROPERTY
(a) Client Ownership
Final deliverables are assigned upon full payment.
(b) Agency Ownership
Agency retains all systems, strategies, infrastructure, and methodologies.
(c) License
Client receives a limited license during the term only.
(d) Post-Termination
All usage must cease immediately.
17. CONFIDENTIALITY; NON-SOLICITATION
Client shall not solicit Agency personnel during the term and for two (2) years thereafter.
18. NON-DISPARAGEMENT
Client shall not make any false or damaging statements about Agency.
Breach entitles Agency to:
19. HIPAA COMPLIANCE
Agency will implement reasonable safeguards where applicable. Client remains responsible for its compliance.
20. INDEMNIFICATION
Client shall indemnify and defend Agency from all claims arising from Client materials, actions, or business operations.
21. LIMITATION OF LIABILITY
Agency liability is limited to fees paid.
No liability for indirect or consequential damages.
22. TERM AND TERMINATION
Post-Term Termination
After Initial Term, either party may terminate with 30 days’ notice.
Early Termination / Breach
Any attempt to terminate early constitutes material breach.
Upon breach:
These amounts are agreed liquidated damages.
Constructive Termination
Client delays exceeding 30 days trigger full payment obligations.
No Offset
Payments are not subject to dispute, offset, or withholding.
23. PAUSING AD SPEND
Requires 30 days’ written notice.
Failure to comply:
After notice:
24. SECURITY INTEREST; UCC LIEN
Client grants Agency a first-priority security interest in:
Agency may file UCC-1 financing statements.
Upon default, Agency may:
25. PERSONAL GUARANTEE
If Client is an entity, the signer is personally liable for all obligations.
26. ARBITRATION; WAIVER OF JURY
All disputes shall be resolved via binding arbitration (AAA, San Diego).
Client waives jury trial.
Agency may still pursue:
in court.
27. CONFESSION OF JUDGMENT (WHERE PERMITTED)
To the extent allowed by law, Client authorizes entry of judgment upon default without notice.
28. INDEPENDENT CONTRACTOR
Agency is an independent contractor.
29. ASSIGNMENT
Client may not assign. Agency may assign or subcontract.
30. GOVERNING LAW; VENUE
California or Montana law applies. Venue: San Diego County or Park County.
31. NOTICES
Notices may be sent via email or certified mail.
32. SEVERABILITY
Invalid provisions shall be modified to remain enforceable.
33. WAIVER
Failure to enforce is not a waiver.
34. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement.
35. ELECTRONIC ACCEPTANCE
Electronic signatures and email approvals are fully binding.
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