This Agreement governs the relationship between Farber.Inc and its clients for all digital marketing services.
This Master Service Agreement ("Agreement") is entered into between Farber.Inc, a digital marketing consultancy headquartered at 3100 SE Federal HWY #1003, Stuart, FL 34994 ("Agency"), and the party identified in the applicable Statement of Work or service engagement ("Client"). This Agreement establishes the general terms and conditions under which Agency will provide digital marketing services to Client.
By engaging Farber.Inc for any service — whether through a signed Statement of Work, verbal authorization, electronic confirmation, or payment of any invoice — Client agrees to be bound by all terms contained in this Agreement. This Agreement supersedes all prior discussions, representations, or understandings between the parties regarding the subject matter herein.
Each project or engagement may be further defined by a Statement of Work ("SOW"), proposal, or service order that references this Agreement. In the event of conflict between this Agreement and any SOW, the SOW shall control only with respect to the specific terms it addresses; all other terms of this Agreement remain in full effect.
For purposes of this Agreement, the following terms shall have the meanings set forth below:
"Services" means all digital marketing services provided by Agency including, but not limited to, Search Engine Optimization (SEO), Answer Engine Optimization (AEO), Generative Engine Optimization (GEO), Google Business Profile management, Google Paid Advertising, Google Products management, Social Media Marketing, and B2B business development services.
"Deliverables" means any work product, report, content, campaign, configuration, or tangible output created by Agency in the course of performing Services.
"Statement of Work" or "SOW" means a written document executed by both parties specifying the scope of Services, timeline, fees, and any additional terms applicable to a specific engagement.
"Confidential Information" means any non-public information disclosed by either party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
"Third-Party Platforms" means external services and platforms including Google Ads, Google Analytics, Meta Business Suite, LinkedIn, and any other platforms used in connection with the delivery of Services.
"Ad Spend" means the budget allocated by Client for placement on Third-Party Platforms, which is separate from and in addition to Agency fees.
Agency agrees to provide the Services described in each applicable SOW or service proposal accepted by Client. Services will be performed in a professional and workmanlike manner consistent with industry standards. Agency reserves the right to determine the method, manner, and means by which Services are performed, provided the end results conform to the agreed deliverables and objectives.
Client acknowledges that digital marketing results — including but not limited to search rankings, traffic increases, lead generation, and advertising performance — are influenced by numerous factors beyond Agency's control, including search engine algorithm changes, market competition, Client's industry, Client's website infrastructure, and Client's responsiveness to Agency recommendations. Agency makes no guarantees of specific rankings, traffic levels, or revenue outcomes.
Any services not expressly included in the applicable SOW are considered out of scope. Additional services may be added by mutual written agreement and may be subject to additional fees. Agency will notify Client in writing before undertaking any work that falls outside the original scope.
Client agrees to provide Agency with timely access to all accounts, platforms, credentials, brand assets, and information reasonably required for Agency to perform the Services. Client agrees to respond to Agency requests, review submissions, and provide approvals within five (5) business days unless otherwise agreed. Delays caused by Client's failure to respond may affect timelines and deliverables without constituting a breach by Agency.
Client grants Agency authorized access to relevant Third-Party Platforms solely for the purpose of performing the Services. Client is responsible for maintaining the ownership and administrative control of all accounts. Agency will not take ownership of Client accounts and will relinquish access upon termination of this Agreement.
Client agrees to pay Agency the fees set forth in each applicable SOW or service proposal. Fees may be structured as monthly retainers, project-based flat fees, hourly rates, or a combination thereof, as specified in the SOW. All fees are stated in U.S. dollars and are exclusive of applicable taxes.
For paid advertising services, Client is responsible for funding their advertising accounts directly on all Third-Party Platforms (e.g., Google Ads, Meta Ads). Ad Spend is entirely separate from Agency management fees and is paid directly to the respective platform by Client. Agency management fees cover strategy, setup, optimization, and reporting — not Ad Spend.
Invoices are issued on the first business day of each month for monthly retainer engagements, or upon milestone completion for project-based work. Payment is due within fifteen (15) days of the invoice date. Payments may be made via ACH transfer, check, or credit card as specified by Agency.
Invoices not paid within fifteen (15) days of the due date are subject to a late fee of 1.5% per month on the outstanding balance. Agency reserves the right to suspend Services without liability if any invoice remains unpaid for more than thirty (30) days. Client remains liable for all fees accrued prior to suspension.
Agency reserves the right to adjust fees with thirty (30) days' written notice to Client. Client may terminate the Agreement within that notice period without early termination penalty if Client does not agree to the adjusted fees.
Out-of-pocket expenses reasonably incurred in connection with the Services (e.g., stock photography, premium tools, travel if pre-approved) will be billed to Client at cost with prior written approval for any expense exceeding $100.
This Agreement commences on the date of first engagement or execution of the first SOW and continues until terminated by either party in accordance with this Section. Individual SOWs may specify their own initial terms.
Either party may terminate this Agreement or any SOW without cause upon thirty (30) days' prior written notice to the other party. During the notice period, Agency will continue to perform Services and Client will continue to pay fees. Upon expiration of the notice period, Agency will provide Client with all completed Deliverables and transition documentation.
Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within ten (10) business days of receiving written notice; (b) becomes insolvent or makes an assignment for the benefit of creditors; or (c) engages in fraudulent, illegal, or unethical conduct.
Upon termination, Client shall pay all outstanding fees for Services rendered through the effective termination date. Agency will deliver all completed Deliverables upon receipt of final payment. Agency will promptly return or destroy Client's Confidential Information upon request. Provisions of this Agreement that by their nature should survive termination — including Confidentiality, Limitation of Liability, Indemnification, and Dispute Resolution — shall survive.
All fees paid prior to the effective date of termination are non-refundable unless the termination is a direct result of Agency's material, uncured breach of this Agreement.
Client retains all ownership rights in and to any pre-existing materials, brand assets, trademarks, logos, content, and data that Client provides to Agency. Client grants Agency a limited, non-exclusive license to use such materials solely for the purpose of performing the Services.
Upon receipt of full payment of all outstanding fees, Agency assigns to Client all right, title, and interest in Deliverables created specifically and exclusively for Client under the applicable SOW, including all copyrights therein. This assignment does not include Agency's pre-existing tools, methodologies, frameworks, templates, processes, or proprietary systems used to create the Deliverables.
Agency retains all rights in its proprietary methodologies, tools, processes, software, reporting templates, and general knowledge. Agency may use anonymized, aggregated data derived from Client campaigns for internal research, benchmarking, and improvement of Agency services, provided such use does not disclose Client's identity or Confidential Information.
Unless otherwise specified in the SOW, Agency reserves the right to reference Client's name and describe the nature of services provided in Agency's portfolio, case studies, and marketing materials. Agency will not disclose performance metrics or confidential campaign details without Client's prior written consent.
Each party agrees to maintain the confidentiality of the other party's Confidential Information and to use it solely for the purposes of this Agreement. Each party agrees to protect the other's Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.
Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known to the receiving party prior to disclosure; (c) is received from a third party without restriction; or (d) is independently developed by the receiving party without reference to the Confidential Information.
Either party may disclose Confidential Information to the extent required by law, court order, or government authority, provided the disclosing party gives the other party reasonable prior written notice and cooperates in seeking a protective order.
Confidentiality obligations under this Section survive termination of this Agreement for a period of three (3) years.
Each party represents and warrants that: (a) it has full legal authority to enter into and perform its obligations under this Agreement; (b) this Agreement does not conflict with any other agreement to which it is a party; and (c) it will comply with all applicable laws and regulations in performing its obligations hereunder.
Agency represents and warrants that: (a) Services will be performed in a professional and workmanlike manner; (b) Agency has the right to use all tools and methodologies employed in performing the Services; and (c) Deliverables, to the best of Agency's knowledge, will not infringe any third-party intellectual property rights.
Client represents and warrants that: (a) Client owns or has the right to use all materials provided to Agency; (b) Client's products and services comply with all applicable laws; (c) Client's business and marketing practices comply with applicable advertising standards and regulations; and (d) Client has authority to grant Agency access to all accounts and platforms provided.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, AGENCY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. AGENCY DOES NOT WARRANT THAT SERVICES WILL ACHIEVE ANY PARTICULAR BUSINESS OUTCOME, SEARCH RANKING, TRAFFIC LEVEL, OR REVENUE TARGET.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AGENCY BE LIABLE TO CLIENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES — INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS, OR COST OF SUBSTITUTE SERVICES — ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF AGENCY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
AGENCY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO AGENCY IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.
The foregoing limitations shall not apply to: (a) Client's obligation to pay fees; (b) either party's indemnification obligations; (c) damages arising from gross negligence or willful misconduct; or (d) liability that cannot be limited under applicable law.
Client shall indemnify, defend, and hold harmless Agency and its officers, directors, employees, and contractors from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Client's breach of this Agreement; (b) Client's infringement of any third-party intellectual property rights; (c) Client's violation of applicable law; or (d) any claims by third parties relating to Client's products, services, or business practices.
Agency shall indemnify, defend, and hold harmless Client and its officers, directors, and employees from and against any claims arising out of Agency's gross negligence, willful misconduct, or material breach of this Agreement.
Agency uses Third-Party Platforms (including Google Ads, Google Analytics, Meta Business Manager, LinkedIn, and others) to deliver certain Services. Client acknowledges and agrees that: (a) use of such platforms is subject to each platform's own terms of service; (b) Agency has no control over platform policies, algorithm changes, or feature availability; (c) platforms may suspend or terminate accounts at their sole discretion; and (d) Agency shall not be liable for any service interruption, account suspension, or policy change by any Third-Party Platform.
Agency will promptly notify Client of any significant platform policy changes that may affect the Services and will work in good faith to adapt strategies accordingly. However, Agency cannot guarantee that any particular platform feature or capability will remain available.
During the term of this Agreement and for a period of twelve (12) months following its termination or expiration, Client agrees not to directly solicit, recruit, or hire any employee, contractor, or consultant of Agency who was involved in performing Services for Client, without Agency's prior written consent. This restriction applies to both direct employment and engagement as an independent contractor.
In the event of a violation of this provision, Client agrees to pay Agency a placement fee equal to fifty percent (50%) of the annual compensation of the solicited individual as liquidated damages, the parties acknowledging that actual damages would be difficult to determine.
In the event of any dispute, claim, or controversy arising out of or relating to this Agreement, the parties agree to first attempt to resolve the matter through good faith negotiation. Either party may initiate this process by providing written notice to the other, and the parties will meet (in person, by phone, or by video) within ten (10) business days to attempt resolution.
If the dispute is not resolved through negotiation within thirty (30) days, either party may submit the matter to non-binding mediation administered by a mutually agreed-upon mediator in Martin County, Florida. The costs of mediation shall be shared equally by the parties.
This Agreement shall be governed by the laws of the State of Florida, without regard to its conflict of law provisions. Any legal proceedings not resolved through the foregoing processes shall be brought exclusively in the state or federal courts located in Martin County, Florida, and each party consents to the personal jurisdiction of such courts.
In any dispute arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and court costs from the non-prevailing party.
This Agreement, together with any applicable SOWs or service proposals, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations, and understandings, whether written or oral.
This Agreement may be amended only by a written instrument signed by authorized representatives of both parties. Agency may update these terms upon thirty (30) days' written notice to Client; continued engagement of Services after the notice period constitutes acceptance of the updated terms.
If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it enforceable.
No waiver of any provision of this Agreement shall be effective unless in writing. No waiver of any breach shall be deemed a waiver of any subsequent breach of the same or any other provision.
Neither party shall be liable for any delay or failure to perform obligations under this Agreement due to causes beyond its reasonable control, including acts of God, natural disasters, government actions, pandemics, or widespread internet outages, provided the affected party gives prompt written notice and uses reasonable efforts to resume performance.
The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, franchise, or employment relationship. Neither party has authority to bind the other or incur obligations on the other's behalf.
All notices under this Agreement shall be in writing and delivered by email with read receipt, certified mail, or overnight courier to the contact information specified in the applicable SOW or to Agency at farber.inc@gmail.com / 3100 SE Federal HWY #1003, Stuart, FL 34994.
Client may not assign or transfer this Agreement or any rights hereunder without Agency's prior written consent. Agency may assign this Agreement to any successor entity in connection with a merger, acquisition, or sale of all or substantially all of its assets.
This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic signatures shall be deemed valid and binding to the same extent as original signatures.
By engaging Farber.Inc for Services — whether through execution of a Statement of Work, written authorization, electronic confirmation, or remittance of payment — Client acknowledges that it has read, understood, and agrees to be bound by all terms and conditions of this Master Service Agreement.
Farber.Inc
3100 SE Federal HWY #1003
Stuart, FL 34994
772-310-8202
farber.inc@gmail.com
Client
Signature, name, title, and date
to be provided in the applicable
Statement of Work or service proposal.