SEO MASTER SERVICE AGREEMENT

Service Provider: Farber.Inc, 3100 SE Federal HWY #1003, Stuart, FL 34994

1. SERVICES

Farber.Inc ("Provider") agrees to provide Search Engine Optimization (SEO), Answer Engine Optimization (AEO), and/or Generative Engine Optimization (GEO) services ("Services") to the Client as described in the applicable Statement of Work (SOW) or service proposal. Services may include, but are not limited to:

2. TERM AND TERMINATION

2.1 Term

This Agreement shall commence on the Effective Date and continue for the initial term specified in the SOW, typically six (6) or twelve (12) months, and shall automatically renew for successive one-month periods unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

2.2 Termination for Convenience

Either party may terminate this Agreement for any reason upon sixty (60) days written notice to the other party. In the event of early termination by Client, Client shall be responsible for payment of all services rendered through the effective date of termination, plus any non-cancelable third-party costs or commitments made by Provider on Client's behalf.

2.3 Termination for Cause

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 fifteen (15) days after receiving written notice thereof; or (b) becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors.

3. COMPENSATION

3.1 Fees

Client agrees to pay Provider the fees specified in the applicable SOW or service proposal. Fees are typically structured as monthly retainers, project-based payments, or hourly rates as agreed upon by the parties.

3.2 Payment Terms

Invoices are due and payable within fifteen (15) days of receipt. Provider reserves the right to suspend services for overdue accounts. A late fee of 1.5% per month (or the maximum rate permitted by law) may be applied to overdue balances.

3.3 Expenses

Client shall reimburse Provider for pre-approved out-of-pocket expenses, including but not limited to: third-party tools, software subscriptions, advertising spend, and content creation costs. Such expenses shall be itemized in monthly invoices.

4. CLIENT RESPONSIBILITIES

Client agrees to:

5. PERFORMANCE AND WARRANTIES

5.1 No Guaranteed Results

Client acknowledges that SEO, AEO, and GEO are influenced by factors outside Provider's control, including search engine algorithms, competitor actions, and market conditions. Provider does not guarantee specific rankings, traffic levels, or conversion rates. Provider commits to using industry-best practices and reasonable efforts to improve Client's digital visibility.

5.2 Provider Warranties

Provider warrants that Services will be performed in a professional, workmanlike manner consistent with industry standards. Provider will not employ techniques that violate search engine guidelines or could reasonably be expected to result in penalties.

5.3 Client Warranties

Client warrants that: (a) Client owns or has the right to use all content and materials provided to Provider; (b) Client's website and business practices comply with applicable laws; and (c) Client will not make changes to the website that undermine Provider's optimization efforts without prior consultation.

6. INTELLECTUAL PROPERTY

6.1 Client Materials

Client retains all right, title, and interest in Client's website, content, trademarks, and other proprietary materials.

6.2 Provider Materials

Provider retains all right, title, and interest in Provider's methodologies, tools, templates, and intellectual property developed prior to or independent of this engagement.

6.3 Work Product

Upon full payment, Client shall own the custom deliverables created specifically for Client under this Agreement. Provider grants Client a perpetual, non-exclusive license to use any underlying Provider methodologies incorporated into such deliverables.

7. CONFIDENTIALITY

Each party agrees to maintain the confidentiality of the other party's confidential information and to use such information solely for performing obligations under this Agreement. Confidential information shall not be disclosed to third parties without prior written consent, except as required by law or to professional advisors bound by confidentiality obligations.

8. LIMITATION OF LIABILITY

8.1 Consequential Damages

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITY, REGARDLESS OF THE CAUSE OF ACTION OR THEORY OF LIABILITY.

8.2 Liability Cap

EXCEPT FOR BREACHES OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, EACH PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9. INDEMNIFICATION

Each party agrees to indemnify and hold harmless the other party from and against claims arising from: (a) the indemnifying party's breach of this Agreement; (b) the indemnifying party's negligence or willful misconduct; or (c) infringement of third-party intellectual property rights by the indemnifying party's materials.

10. INDEPENDENT CONTRACTOR

Provider is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, or employment relationship. Provider shall have no authority to bind Client or make representations on Client's behalf.

11. NON-SOLICITATION

During the term of this Agreement and for twelve (12) months thereafter, Client agrees not to solicit or hire Provider's employees or contractors who have provided Services to Client, except with Provider's prior written consent.

12. DISPUTE RESOLUTION

Any dispute arising under this Agreement shall first be addressed through good-faith negotiation. If negotiation fails, the parties agree to mediation before pursuing litigation. Any litigation shall be brought in the state or federal courts located in Martin County, Florida, and this Agreement shall be governed by Florida law.

13. GENERAL PROVISIONS

13.1 Entire Agreement

This Agreement, together with all SOWs and exhibits, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, and agreements.

13.2 Amendment

This Agreement may be amended only by a written instrument signed by both parties.

13.3 Assignment

Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to a successor in connection with a merger or acquisition.

13.4 Force Majeure

Neither party shall be liable for delays or failures in performance due to circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, pandemic, or internet outages.

13.5 Notices

All notices shall be in writing and delivered to the addresses specified above, or such other address as either party may designate in writing.

13.6 Severability

If any provision of this Agreement is held unenforceable, the remaining provisions shall continue in full force and effect.

14. SATISFACTION & LIABILITY

By paying the monthly fee in advance, you acknowledge that the previous month's services were satisfactory. This payment constitutes a full release of any claims for any previous period.

Farber.Inc | 3100 SE Federal HWY #1003, Stuart, FL 34994 | 772-310-8202 | farber.inc@gmail.com | www.farberinc.media