Master Service Agreement
ePageUSA Solutions — Web Development & AI Chatbot Services
See also: Privacy Policy
Parties
Service Provider (“Agency”): ePageUSA Solutions
Email: contact@epageusa.com
Client (“Client”): The individual or business entity entering into this agreement.
This Master Service Agreement (“Agreement”) constitutes a legally binding contract between the Agency and the Client. By signing, remitting payment, or accepting delivery of any work product, the Client acknowledges that they have read, understood, and agreed to all terms contained herein.
1. Scope of Services
1.1 The Agency provides professional web development, web design, AI chatbot integration, and related digital services (“Services”) as described in any accompanying Proposal, Statement of Work, or written communication between the Parties.
1.2 The standard engagement model consists of:
- —(a) Mockup Phase — The Agency will produce an initial design mockup at no charge. This mockup is provided solely for evaluation purposes and remains the exclusive property of the Agency until all applicable fees are paid in full.
- —(b) Website Fee — A one-time, non-refundable fee of $150.00 USD (Custom Website) or $650.00 USD (E-Commerce) is required to initiate development beyond the mockup phase. This fee covers design, development, hosting, domain, SSL, and ongoing updates at no additional monthly cost.
1.3 Any services outside the scope defined in the original Proposal or Statement of Work will be quoted separately and require written approval from the Client before work begins.
2. Payment Terms
2.1 Website Fee. The one-time website fee ($150.00 for Custom Website or $650.00 for E-Commerce) is due in full before any development work commences. This fee is non-refundable under all circumstances, including but not limited to project cancellation, Client dissatisfaction, or change of mind.
2.2 Add-On Services. Optional monthly add-on services (SEO, social media management, competitor monitoring, etc.) are billed separately via PayPal invoice on the same calendar date each month. Add-on services may be cancelled at any time with no cancellation fee; cancellation takes effect at the end of the current billing period.
2.3 Payment Methods. The Agency accepts payment via PayPal invoice, credit card, debit card, or other electronic payment methods. Invoices are sent via email and payment is expected within five (5) business days of receipt.
3. Late Payment & Service Suspension
3.1 Grace Period. If an add-on service invoice is not paid within seven (7) calendar days of the billing date, the Agency reserves the right to immediately suspend the applicable add-on services.
3.2 Reinstatement Fee. To restore suspended add-on Services, the Client must pay all outstanding balances plus a reinstatement fee of $150.00 USD. Services will not be restored until all amounts owed, including the reinstatement fee, are received and cleared.
3.3 Chronic Delinquency. If the Client’s account remains delinquent for thirty (30) or more consecutive calendar days, the Agency may, at its sole discretion, permanently terminate this Agreement and pursue collection of all outstanding amounts through appropriate legal channels. The Client will additionally be responsible for any collection costs, attorney fees, and court costs incurred by the Agency.
3.4 No Waiver. Failure by the Agency to enforce any late fee or suspension right on any occasion shall not constitute a waiver of that right on any subsequent occasion.
4. Intellectual Property & Ownership
4.1 Agency Ownership. All code, design files, graphics, animations, AI chatbot configurations, custom scripts, and any other deliverables produced by the Agency (“Work Product”) are and shall remain the exclusive intellectual property of ePageUSA Solutions until the Client exercises the Buyout Option described in Section 4.3.
4.2 License During Active Agreement. For the duration of this Agreement, so long as the Client’s account is current and in good standing, the Client is granted a limited, non-exclusive, non-transferable, revocable license to use the Work Product solely for its intended business purpose. This license does not constitute ownership, and the Client may not sublicense, resell, redistribute, or claim authorship of any Work Product.
4.3 Buyout Option. The Client may purchase full ownership rights to the Work Product (source code, design assets, and all deliverables) by paying a one-time Intellectual Property Buyout Fee of $350.00 USD. Upon receipt of the Buyout Fee and confirmation that the Client has zero outstanding balance:
- —(a) The Agency will transfer ownership of the final production code and design assets to the Client.
- —(b) The Client assumes full responsibility for hosting, maintenance, security, and all future development costs.
- —(c) The Agency’s obligations under this Agreement terminate upon completion of the transfer, except for those obligations that survive termination as described in Section 10.
4.4 No Buyout Without Full Payment. The Buyout Option may only be exercised if the Client’s account has zero outstanding balance.
4.5 Third-Party Components. The Work Product may incorporate open-source libraries, third-party APIs, stock assets, or other components subject to their own license terms. The Agency makes no claim of ownership over such components, and the Client’s use of them is subject to the applicable third-party licenses.
5. Portfolio & Publicity Rights
5.1 Perpetual License. The Agency retains an irrevocable, perpetual, royalty-free, worldwide right to display, reference, and reproduce the Work Product in the Agency’s portfolio, website, social media, marketing materials, sales presentations, award submissions, and any other promotional context.
5.2 Client Identification. The Agency may identify the Client by name and logo in connection with portfolio and case study usage unless the Client provides a written objection within fourteen (14) days of the Effective Date.
5.3 Survival. This Section 5 survives termination, expiration, or buyout of this Agreement.
6. Client Responsibilities
6.1 The Client shall provide all necessary content, images, branding assets, login credentials, and feedback in a timely manner. Delays caused by the Client’s failure to provide required materials will not constitute grounds for refund or deadline extension by the Agency.
6.2 The Client is solely responsible for the accuracy, legality, and appropriateness of all content provided to the Agency for inclusion in the Work Product.
6.3 The Client shall designate a single point of contact authorized to approve deliverables and make binding decisions on behalf of the Client.
7. Warranties & Disclaimers
7.1 Agency Warranty. The Agency warrants that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards.
7.2 No Additional Warranties. EXCEPT AS EXPRESSLY STATED IN SECTION 7.1, THE AGENCY PROVIDES ALL SERVICES AND WORK PRODUCT ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. THE AGENCY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
7.3 No Guarantee of Results. The Agency does not guarantee any specific business outcome, including but not limited to increased traffic, higher search engine rankings, lead generation, or revenue growth.
8. Limitation of Liability
8.1 Exclusion of Consequential Damages. IN NO EVENT SHALL THE AGENCY BE LIABLE TO THE CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY.
8.2 Aggregate Cap. THE AGENCY’S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY THE CLIENT TO THE AGENCY DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
8.3 Third-Party Services. The Agency is not responsible for downtime, data loss, security breaches, or service interruptions caused by third-party hosting providers, payment processors, API providers, domain registrars, or any other external service.
8.4 Force Majeure. Neither Party shall be liable for delays or failures in performance caused by circumstances beyond its reasonable control.
9. Termination
9.1 Termination by Client. The Client may terminate this Agreement at any time by providing thirty (30) days’ written notice to the Agency. Upon termination, all outstanding balances become immediately due and payable. No refunds will be issued for the setup fee or any previously paid monthly fees.
9.2 Termination by Agency. The Agency may terminate this Agreement immediately upon written notice if the Client breaches any material term of this Agreement and fails to cure such breach within fourteen (14) days of receiving written notice.
9.3 Effect of Termination. Upon termination:
- —(a) The Client’s license to use the Work Product is immediately revoked unless the Client has exercised the Buyout Option.
- —(b) The Agency may take the Client’s website offline and disable all hosted services.
- —(c) The Agency has no obligation to retain, transfer, or provide copies of any Work Product unless the Buyout Fee has been paid in full.
- —(d) All provisions that by their nature should survive termination shall survive, including Sections 4, 5, 7, 8, and 11.
10. Confidentiality
10.1 Each Party agrees to hold in confidence any proprietary or confidential information disclosed by the other Party during the term of this Agreement.
10.2 The obligations under this Section 10 shall survive termination of this Agreement for a period of two (2) years.
11. Dispute Resolution & Governing Law
11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict of laws principles.
11.2 Informal Resolution. Before initiating any formal legal proceeding, the Parties agree to attempt in good faith to resolve any dispute through direct negotiation for a period of not less than thirty (30) days.
11.3 Jurisdiction. Any legal action arising out of this Agreement shall be brought exclusively in the state or federal courts located in King County, Washington, and each Party consents to the personal jurisdiction of such courts.
11.4 Attorney Fees. In any action to enforce the terms of this Agreement, the prevailing Party shall be entitled to recover its reasonable attorney fees, court costs, and other collection expenses from the non-prevailing Party.
12. General Provisions
12.1 Entire Agreement. This Agreement, together with any Proposals, Statements of Work, or addenda executed by both Parties, constitutes the entire agreement between the Parties and supersedes all prior negotiations, understandings, and agreements.
12.2 Amendments. This Agreement may only be modified by a written instrument signed by both Parties.
12.3 Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
12.4 Assignment. The Client may not assign or transfer this Agreement without the prior written consent of the Agency. The Agency may assign this Agreement freely in connection with a merger, acquisition, or sale of substantially all of its assets.
12.5 Notices. All formal notices under this Agreement shall be in writing and delivered via email to the addresses listed above, with confirmation of receipt.
12.6 Independent Contractor. The Agency is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the Parties.
This document was prepared for ePageUSA Solutions. It is provided as a template and does not constitute legal advice. Consult a licensed attorney in your jurisdiction before use.
