Master Services Agreement

Master Services Agreement

This Master Services Agreement (“Agreement”) is a legally binding contract and governs all services provided by Ketamine Lead Gen (“Agency”) to the undersigned client (“Client”). By signing any Proposal or Schedule of Work (“SOW”), approving such document electronically, authorizing Agency to begin work, paying any invoice, or otherwise engaging Agency’s services in any manner, Client hereby acknowledges, affirms, and agrees that:

Client has read, understands, and accepts all terms, obligations, and limitations set forth in this Agreement.

This Agreement becomes effective and enforceable as of the Proposal or SOW acceptance date, and applies to all services performed by Agency thereafter.

This Agreement supersedes any conflicting terms in proposals, emails, or communications unless expressly amended in a writing signed by both parties.

All specific services, deliverables, prices, and timelines are set forth in the SOW, which is incorporated herein by reference. In the event of conflict between the SOW and this Agreement, this Agreement shall control.

Additional Services; Project Changes

Any services outside the scope of the SOW, or any changes to approved work requested by Client, shall require a written Change Order or additional SOW signed by both parties. Additional SOWs are incorporated herein by reference.

Expenses

Client will be notified in advance for approval of expenses exceeding ten percent (10%) of the SOW estimate. Agency may require Client to pay such expenses directly or reimburse Agency upon invoice. Agency shall not procure talent services until all applicable fees are received from Client.

Payment Terms; Late Fees; Suspension of Work

All invoices are due within five (5) business days. Payments are not contingent upon Client’s revenue, performance, or funding.

Agency may suspend all services, access, reporting, or deliverables if invoices remain unpaid. Such suspension does not relieve Client of payment obligations. Late payments incur a 10% monthly fee or the maximum permitted by law. Client shall also pay all costs of collection, including attorneys’ fees.

Client Representative

Client shall appoint a single representative with authority to provide approvals. Approvals via email shall be binding. Any post-approval changes requested by Client shall incur additional fees.

Client Obligations; Provided Materials

Agency’s performance depends on timely Client cooperation. Client materials must be provided in usable formats. Client warrants that all materials supplied do not infringe any third-party rights. Agency is not liable for delays caused by Client or any nonconforming materials.

Approval of Work

Client shall review all deliverables within five (5) business days. Absent written rejection with reasonable modification guidelines, deliverables shall be deemed approved.

Suppliers

Agency may contract with suppliers pursuant to industry-standard terms. Unless otherwise agreed, Client shall directly contract with any talent or celebrities. Agency shall act as principal in supplier relationships but pass through all rights and liabilities applicable to Client.

Legal Clearances and Indemnification

Client is solely responsible for obtaining legal clearances. Client shall indemnify and defend Agency against all claims related to Client-provided materials, instructions, or actions.

No Guarantees; Warranty Disclaimer

Marketing and advertising performance is inherently variable. Agency does not guarantee:

Lead volume

Sales, revenue, or profitability

Specific cost per lead or cost per acquisition

Platform approvals or ongoing ad account stability

To the fullest extent permitted by law, Agency disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.

Limitation of Liability

Agency shall not be liable for indirect, special, consequential, punitive, or third-party damages. Agency’s maximum liability shall not exceed the total fees paid to Agency under the applicable SOW.

Third-Party Platform Actions; No Agency Liability

Client acknowledges that Agency does not control and is not responsible for the policies, decisions, actions, or technical performance of third-party platforms, including but not limited to Google, Meta, Instagram, Facebook, TikTok, LinkedIn, YouTube, hosting providers, CRM systems, landing page platforms, payment processors, or advertising networks (“Third-Party Platforms”).

Agency shall bear no responsibility or liability for any delays, disruptions, pauses in ad spend, disapprovals, account suspensions, creative restrictions, policy changes, downtime, technical failures, or other issues caused directly or indirectly by any Third-Party Platform.

If a Third-Party Platform takes any action that disrupts or pauses the campaigns, including but not limited to:

-account suspensions or restrictions 

-ad disapprovals or policy enforcement 

-billing issues or declined charges 

-domain or landing page restrictions 

-outages or system downtime 

-reduced delivery or limited learning 

-API failures or tracking interruptions

Client agrees that:

Agency is fully released from liability for such interruptions; 

All fees under this Agreement and the applicable SOW remain due and payable, including monthly management fees, retainer fees, or pause-related fees; and 

Client remains responsible for correcting any issues originating from Client-owned assets, including billing, domain settings, compliance requirements, website content, or platform submissions. 

Agency will use commercially reasonable efforts to assist Client in resolving such issues; however, Agency cannot guarantee reinstatement, approval, or performance of any Third-Party Platform.

Confidentiality; Non-Solicitation; Data Privacy

Both parties shall maintain the confidentiality of proprietary information. Client shall not solicit Agency’s employees, contractors, or consultants during the Agreement and for two (2) years following termination.

For non-PHI data, Agency shall use commercially reasonable safeguards consistent with marketing industry standards.

HIPAA Compliance

To the extent that any of the services provided by Agency under this Agreement involve the use, access, transmission, or storage of Protected Health Information (“PHI”) as defined under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, as amended (“HIPAA”), Agency agrees to comply with all applicable federal and state privacy and data protection laws, including but not limited to HIPAA, the HITECH Act, and related regulations.

Both parties agree to the following:

(a) Safeguards
Agency shall implement appropriate administrative, physical, and technical safeguards to protect the confidentiality, integrity, and availability of any PHI received from or on behalf of Client and to prevent any unauthorized use or disclosure of such information.

(b) Use and Disclosure
Agency shall not use or disclose PHI except as necessary to perform services under this Agreement, or as required by law.

(c) Breach Notification
Agency shall promptly notify Client in writing upon discovery of any breach of unsecured PHI or any security incident involving PHI. Agency shall cooperate with Client in investigating the breach, mitigating its effects, and fulfilling any breach notification obligations under applicable law.

(d) Training and Awareness
Agency shall ensure that its employees, subcontractors, and agents who have access to PHI receive appropriate training on HIPAA compliance and data privacy obligations, and shall ensure their adherence to these requirements.

(e) Return or Destruction of PHI
Upon expiration or termination of this Agreement, Agency shall return to Client or destroy all PHI maintained in any form and retain no copies, except as otherwise required by law.

Rights, Ownership, and Usage

(a) Ownership of Final Creative Deliverables (Assigned to Client Upon Full Payment)

Upon full payment for all services rendered, Agency assigns to Client all rights, title, and interest in the final, delivered creative assets specifically created for Client’s campaign(s), including:

Final approved ad copy

Final approved graphic image files

Final approved video files (exported deliverables only)

This assignment does NOT include:

-source files

-working files

-templates

-drafts

-raw footage

-design files (PSD, AI, XD, Figma, etc.)

-custom code

-automation logic

-segmentation logic

-A/B test variants

-unselected creative concepts

These remain Agency property unless separately purchased.

(b) Agency Ownership of All Background Technology, Systems, and Campaign Architecture

Agency retains full ownership of all underlying tools, technology, systems, and methods used to provide services, including but not limited to:

-Google & Meta campaign structure, settings, and architecture

-keyword structures, bidding frameworks, optimization logic

-tracking, analytics, UTMs, CRO systems

-segmentation methodologies

-automations, scripts, templates

-funnels, landing pages, and lead-capture frameworks

-reporting dashboards

-MCC-level configurations and data

-Client receives no ownership interest in the above.

-Client shall not copy, reverse engineer, recreate, extract, export, or reproduce any Agency-owned systems or configurations.

(c) License to Use Landing Pages and Ad Assets (Term-Limited)

Client receives a limited, non-transferable license to use Agency-provided landing pages, tracking systems, and ad assets only during the active term of this Agreement.

Upon termination or expiration, this license immediately ends, and Client must cease all usage unless separately licensed.

(d) Post-Termination Obligations

Upon termination, Client must:

-cease all use of Agency-owned materials

-allow Agency access to Client platforms (if needed) to remove proprietary assets

-not copy, rebrand, or repurpose Agency intellectual property

Any unauthorized use constitutes a material breach subject to legal remedies.

Hosting

If hosting services are included, Client shall pay the hosting fee specified in the SOW.

Term and Termination; Pausing Ad Spend

Termination

Either party may terminate with thirty (30) days’ notice. Client termination without Agency fault triggers:

-payment of all earned fees

-50% of all remaining contracted fees

-reimbursement of all expenses and third-party costs

-Client delays exceeding 30 cumulative days count as termination by Client.

Pausing Ad Spend 

Client may pause paid media campaigns only with 30 days’ written notice.

If Client pauses without proper notice:

-Client owes 100% of the monthly fees for the required 30-day notice period.

-Client must pay all earned fees and all expenses incurred up to the pause date.

After the 30-day notice period, Client shall pay a 50% monthly retainer for each month ad spend remains paused.

Failure to follow the notice requirement is a material breach.

Independent Contractor

Agency is an independent contractor. Nothing creates a partnership, employment, joint venture, fiduciary duty, or agency relationship.

Assignment & Subcontracting

Client may not assign this Agreement without Agency’s written consent. Agency may assign to an affiliate, successor, or purchaser of its business, and may subcontract services while remaining responsible for performance.

Governing Law; Jurisdiction

California law applies. Exclusive jurisdiction is in San Diego County, CA. The prevailing party is entitled to attorneys' fees and costs.

Notices

Notices must be sent by certified mail or email with confirmation.

Severability

If any provision is unenforceable, the remainder remains in full force, with the invalid provision modified to the minimum extent necessary.

Waiver

Failure to enforce any right does not constitute a waiver. Waivers must be in writing.

Entire Agreement

This Agreement and all incorporated SOWs constitute the full and entire agreement. No other documents or communications modify this Agreement unless explicitly agreed in writing.

Electronic Signatures

Electronic signatures, approvals, and email authorizations are fully binding.