Master Services Terms

These Master Services Terms (the “Terms”) govern the subscription services provided by ProjectA.AI, a Texas-based company with offices at 6250 Westpark Drive, Suite 301, Houston, Texas 77057 and 5900 Balcones Drive, Suite 100, Austin, Texas 78731 (“ProjectA.AI” or “Provider”), to the customer identified in an Order Form that references these Terms (“Customer”).

1. Introduction and Incorporation

These Terms are incorporated by reference into each ordering document, order form, or statement of work signed by the Parties that references these Terms (each, an “Order Form”). Each Order Form, together with these Terms and any proposal expressly incorporated into the Order Form, constitutes a single agreement for the subscription described in that Order Form. If Customer has signed multiple Order Forms, each is a separate Agreement governed by these Terms.

2. Definitions

“Services” means the managed growth subscription services described in the Order Form and Section 3, including the associated content, work product, and access provided by Provider. “Deliverables” means the content and materials created by Provider specifically for Customer under the Agreement. “Provider Technology” means Provider’s platforms, tools, software, processes, methodologies, templates, and know-how used to perform the Services. “Customer Data” means data, brand assets, and materials Customer provides to Provider. “Order Form” means the ordering document that sets out the plan, Subscription Fee, Initial Term, start date, and other deal-specific details. “Term” means the Initial Term stated in the Order Form together with any month-to-month continuation period.

3. Services and Subscription

Subject to Customer’s payment of the Subscription Fee and compliance with the Agreement, Provider will make available to Customer, on a subscription basis during the Term, the managed Services described in the applicable Order Form, performed on a white-glove basis with an assigned marketing manager. The specific scope, deliverables, and monthly cadence for Customer’s plan are set out in the Order Form and in the ProjectA.AI proposal expressly incorporated into that Order Form.

If a proposal conflicts with the Agreement, the Agreement controls. Provider may make reasonable modifications to the manner of performance provided the Services are not materially degraded, and may substitute deliverables of equivalent value where a specific channel, platform, or tactic becomes impractical or ineffective.

4. Subscription Term and Continuation

4.1 Initial Term.

The subscription begins on the Subscription Start Date stated in the Order Form and continues for the Initial Term stated in the Order Form. Unless the Order Form provides otherwise, there is no trial or complimentary period, and the subscription and billing commence on execution of the Order Form.

4.2 Month-to-Month Continuation.

Upon completion of the Initial Term, the subscription automatically continues on a month-to-month basis. Either Party may cancel the month-to-month subscription, effective at the end of the then-current monthly billing period, by providing the other Party at least thirty (30) days’ prior written notice. Customer remains subscribed during any month-to-month period to the Services to which it was subscribed as of the continuation date.

4.3 Continuation Pricing.

During any month-to-month continuation period, the monthly Subscription Fee continues at the rate stated in the Order Form. Provider may adjust the month-to-month Subscription Fee upon at least thirty (30) days’ prior written notice to Customer, effective on the next billing date following the notice period.

5. Fees, Billing, and Payment

5.1 Recurring Subscription.

Billing is handled as an automatic recurring monthly subscription. Customer authorizes Provider (and its payment processor) to charge Customer’s designated payment method the monthly Subscription Fee automatically on each billing date, without the need for a separate invoice. Customer will maintain a valid payment method on file for the duration of the Term.

5.2 Billing Schedule.

The first subscription charge is due on the date stated in the Order Form, and each subsequent charge recurs monthly on the same day-of-month through the Term, including any month-to-month continuation period.

5.3 Subscription Commitment.

Customer commits to the Initial Term stated in the Order Form. Fees already paid are non-refundable. After the Initial Term, the subscription continues on a month-to-month basis as described in Section 4.

5.4 Late Payments.

Provider may charge interest at the rate of 1.5% per month (or, if less, the highest rate permitted by law) on any late payment, and may restrict or suspend Customer’s access to the Services until all past-due amounts are paid. Suspension does not relieve Customer of its payment obligations.

5.5 Taxes.

Fees are exclusive of any applicable sales, use, VAT, or similar taxes, which are Customer’s responsibility except for taxes on Provider’s net income.

6. Customer Responsibilities

Customer will provide timely access to necessary accounts, assets, brand materials, approvals, and a designated point of contact, and will review and respond to deliverables and requests within a reasonable time. Customer is responsible for the accuracy and legality of Customer Data and for maintaining the security of its credentials. Provider’s ability to perform depends on Customer’s timely cooperation; delays caused by Customer do not relieve Customer of payment obligations or extend the Term.

7. Intellectual Property and Ownership

7.1 Provider Technology.

Provider retains all right, title, and interest in and to the Provider Technology and the Services, including all improvements, enhancements, and modifications, including any developed based on Customer’s feedback or suggestions, for which Customer receives no ownership interest or compensation.

7.2 Deliverables.

Upon Provider’s receipt of full payment for the applicable period, Customer will own the final Deliverables created specifically for Customer (e.g., published authority posts and website copy), excluding any Provider Technology embedded therein, for which Customer receives a non-exclusive, non-transferable license to use as embodied in the Deliverables.

7.3 Customer Data.

Customer retains ownership of Customer Data and grants Provider a license to use it as necessary to provide the Services and, in aggregated and de-identified form, to improve the Services.

8. Confidentiality

Each Party may receive confidential information of the other. The receiving Party will use such information only to perform under the Agreement and will protect it with reasonable care, except for information that is public, independently developed, or required to be disclosed by law. This obligation survives termination for two (2) years.

9. Data and Privacy

9.1 Security and Use.

Provider will maintain commercially reasonable administrative, technical, and organizational measures designed to protect Customer Data. Provider may process Customer Data solely to provide and support the Services and as otherwise permitted under the Agreement and applicable law.

9.2 California Privacy.

If Provider handles personal information of California residents while delivering the Services, Provider acts as Customer’s “service provider” under the California Consumer Privacy Act (CCPA): Provider uses that information only to perform the Services, will not sell or share it, and will reasonably help Customer respond to consumer privacy requests.

10. Warranties and Disclaimers

Provider will perform the Services in a professional and workmanlike manner. Except for the foregoing, the Services, Deliverables, and Provider Technology are provided “as is” and on an “as available” basis, and Provider expressly disclaims, to the fullest extent permitted by law, all other representations, warranties, and conditions, whether express or implied, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Search engine, AI answer engine, and social platform results depend on third-party algorithms and market response outside Provider’s control; Provider does not warrant or guarantee any specific ranking, citation, lead volume, revenue, or other business outcome, and any projections or example scenarios are illustrative only and not commitments.

11. Limitation of Liability

To the maximum extent permitted by law, neither Party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or data, arising out of or related to the Agreement. Provider’s maximum aggregate liability to Customer will not exceed the amount actually paid by Customer to Provider under the applicable Order Form in the one (1) month preceding the event giving rise to the claim.

12. Indemnification

Provider will defend and indemnify Customer against third-party claims that the Deliverables, as delivered by Provider, infringe such third party’s intellectual property rights, subject to the limitation of liability in Section 11. Customer will defend and indemnify Provider against third-party claims arising from Customer Data, Customer’s materials, Customer’s use of the Services in violation of the Agreement, or Customer’s violation of applicable law. The indemnified Party will provide prompt notice and reasonable cooperation, and the indemnifying Party will control the defense and settlement.

13. Termination

13.1 Termination for Cause.

Either Party may terminate the Agreement in the event of a material breach by the other Party that is not remedied within twenty-one (21) days after written notice of such breach.

13.2 Survival.

Provisions that by their nature should survive — including fees accrued, intellectual property, confidentiality, disclaimers, limitation of liability, and indemnification — survive termination or expiration.

14. General Provisions

14.1 Independent Contractor.

Provider is an independent contractor. Nothing herein creates a partnership, joint venture, or employment relationship.

14.2 Governing Law; Venue.

The Agreement is governed by the laws of the State of Texas, without regard to conflict-of-laws rules. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Harris County, Texas.

14.3 Assignment.

Customer may not assign the Agreement without Provider’s prior written consent. Provider may assign the Agreement to a successor in connection with a merger or sale of substantially all assets.

14.4 Force Majeure.

Neither Party is liable for delays or failures caused by events beyond its reasonable control.

14.5 Notices.

Notices must be in writing and sent to the contact addresses or emails set forth in the Order Form or as later updated in writing.

14.6 Severability; Waiver.

If any provision is held unenforceable, the remaining provisions remain in full force and effect. No waiver is effective unless in writing.

14.7 Electronic Signature; Counterparts.

An Order Form may be executed electronically (including via BoldSign) and in counterparts, each of which is an original and together constitute one instrument. Electronic signatures are deemed valid and binding.

14.8 Entire Agreement; Amendments.

The Agreement (the Order Form together with these Terms and any incorporated proposal) is the entire agreement between the Parties for the applicable subscription and supersedes all prior discussions. Except as provided in Section 14.9, any amendment to an executed Order Form must be in writing and signed by both Parties.

14.9 Updates to These Terms.

Provider may update these Terms from time to time. For changes that materially affect an active subscription, Provider will provide notice — by email to Customer’s designated contact or by posting an updated version at this page with a new version number and effective date and reasonable notice. Proposed changes take effect thirty (30) days after notice is given, unless Customer notifies Provider within that period that it does not accept the changes, in which case the version in effect immediately before the change continues to govern Customer’s current Term. The version of these Terms in effect on the effective date of an Order Form governs that subscription until updated in accordance with this Section. Provider will make prior versions available on request.

14.10 Order of Precedence.

Each Order Form incorporates these Terms by reference. If there is a conflict between an Order Form and these Terms, the Order Form controls with respect to the specific subject matter it expressly addresses; otherwise, these Terms control.