Master Service Agreement
ePageUSA Solutions — Web Development & AI Chatbot Services
Last Updated: June 11, 2026
See also: Privacy Policy
Parties
Service Provider (“Agency”): ePageUSA Solutions
Email: arseni@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 any payment (including payment of a deposit via PayPal invoice, credit card, debit card, Apple Pay, Google Pay, or bank transfer), 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, Google Business Profile optimization, and related digital services (“Services”) as described in any accompanying Proposal, Statement of Work, invoice, or written communication between the Parties.
1.2 The standard engagement model consists of:
- —(a) Project Fee — A one-time fee, stated in the Proposal, Statement of Work, or invoice issued to the Client, covering the design and development of the agreed deliverables. The fee in effect is the fee stated on the invoice the Client pays; published or advertised pricing may change at any time without affecting executed engagements.
- —(b) Payment Structure — A non-refundable 50% deposit is due before build work begins. The remaining 50% balance is due upon delivery of the completed Work Product. The Client reviews design iterations throughout the build; revisions within the original scope are included as part of the Project Fee.
- —(c) Optional Add-On Services — One-time add-on services (such as Google Business Profile optimization) may be purchased separately at the price quoted at the time of engagement. Add-on services carry no recurring obligation for either Party.
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 Deposit. The 50% deposit compensates the Agency for scoping, design, and development work that commences immediately upon receipt. The deposit is earned on receipt and is non-refundable under all circumstances, including but not limited to project cancellation, Client unresponsiveness, Client dissatisfaction, or change of mind.
2.2 Balance. The remaining balance is due upon delivery of the completed Work Product as evidenced by a functional preview made available to the Client. The Work Product is released to production, connected to the Client’s domain, or otherwise made publicly available only after the balance has cleared. Until the balance clears in full, the Agency retains possession and control of all Work Product.
2.3 Payment Methods. The Agency accepts payment via PayPal invoice, credit card, debit card, Apple Pay, Google Pay, or bank transfer. Invoices are sent via email and payment is expected within five (5) business days of receipt.
2.4 Unpaid Balance. If the balance remains unpaid for thirty (30) or more calendar days after delivery, the Agency may, at its sole discretion, treat the engagement as abandoned, retain the deposit, and reuse or discard the Work Product. The Agency may pursue collection of any amounts owed for work performed, together with collection costs, attorney fees, and court costs.
3. Delivery & Acceptance
3.1 Nature of Deliverables. All Services consist of custom intangible digital work delivered electronically. Delivery is complete when the Agency makes the Work Product available to the Client via a preview link, staging environment, or live deployment.
3.2 Acceptance. The Client’s approval of a mockup, preview, or deliverable — whether given by email, text message, messaging platform, or any other written channel — constitutes acceptance of that deliverable. Payment of the balance likewise constitutes acceptance of the delivered Work Product.
3.3 Deemed Acceptance. If the Client does not deliver a specific written objection within seven (7) calendar days of delivery, the Work Product is deemed accepted.
3.4 Use as Acceptance. Any commercial use of the Work Product by the Client — including directing customers to the live website — constitutes acceptance.
4. Refunds, Chargebacks & Payment Disputes
4.1 No Refunds. The Services consist of custom digital work that cannot be returned. All payments are final once the corresponding work has commenced. No refunds are issued for completed, delivered, or accepted work.
4.2 Resolution First. The Client agrees to contact the Agency at arseni@epageusa.com and allow fifteen (15) business days for resolution before initiating any dispute, claim, or chargeback with PayPal, a card issuer, a bank, or any other payment processor.
4.3 Chargebacks as Breach. Initiating a chargeback or payment dispute for Services that have been delivered or accepted under Section 3 constitutes a material breach of this Agreement. Upon any payment reversal or the initiation of any dispute, the Agency may immediately suspend all Services, disable hosting, and take any hosted Work Product offline, without notice and without liability.
4.4 Recovery. The Client is liable to the Agency for any reversed or disputed amounts ultimately owed, together with all processor fees, dispute fees, an administrative fee of $150.00 USD per dispute, and all collection costs and attorney fees incurred in recovering such amounts.
4.5 Evidence. The Client acknowledges that the Agency maintains records of proposals, approvals, correspondence, preview links, delivery confirmations, and deployment logs, and consents to the Agency submitting such records to payment processors as evidence that Services were delivered as described.
4.6 License Suspension. Any payment reversal automatically suspends the license granted under Section 5 until all amounts owed are repaid in full.
5. Intellectual Property & License
5.1 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 unless and until the Client exercises the Buyout Option described in Section 5.3.
5.2 License. Upon payment in full of the Project Fee, the Client is granted a perpetual, non-exclusive, non-transferable license to use the Work Product for its intended business purpose. This license does not constitute ownership; the Client may not sublicense, resell, redistribute, or claim authorship of any Work Product. The license may be suspended or revoked only for material breach of this Agreement, including any payment reversal under Section 4.
5.3 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, quoted by the Agency at the time of the request. 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 12.
5.4 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.
6. Hosting & Infrastructure
6.1 Included Hosting. Hosting of the Work Product on infrastructure operated or arranged by the Agency is included with the build at no recurring charge, for as long as the Agency operates such infrastructure. The Agency will use commercially reasonable efforts to keep hosted Work Product available but provides no uptime guarantee or service-level commitment.
6.2 Changes to Hosting. The Agency may modify, migrate, or discontinue its hosting arrangements upon thirty (30) days’ written notice. In the event of discontinuation, the Client may exercise the Buyout Option under Section 5.3 or engage the Agency to migrate the Work Product to infrastructure of the Client’s choosing at the Agency’s then-current rates.
6.3 Suspension. The Agency may suspend hosting immediately and without notice in the event of non-payment, payment reversal, material breach, or any use of the Work Product for unlawful purposes.
7. Portfolio & Publicity Rights
7.1 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.
7.2 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.
7.3 Survival. This Section 7 survives termination, expiration, or buyout of this Agreement.
8. Client Responsibilities & Indemnification
8.1 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.
8.2 The Client is solely responsible for the accuracy, legality, and appropriateness of all content provided to the Agency for inclusion in the Work Product, and warrants that it holds all rights necessary to use such content.
8.3 The Client shall designate a single point of contact authorized to approve deliverables and make binding decisions on behalf of the Client.
8.4 Indemnification. The Client shall indemnify, defend, and hold harmless the Agency from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorney fees) arising out of or related to content provided by the Client, the operation of the Client’s business, or the Client’s use of the Work Product.
9. Warranties & Disclaimers
9.1 Agency Warranty. The Agency warrants that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards.
9.2 No Additional Warranties. EXCEPT AS EXPRESSLY STATED IN SECTION 9.1, 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.
9.3 No Guarantee of Results. The Agency does not guarantee any specific business outcome, including but not limited to increased traffic, search engine rankings or placement, lead generation, conversion rates, or revenue growth. Estimates of timing or performance are good-faith projections, not commitments.
10. Limitation of Liability
10.1 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.
10.2 Aggregate Cap. THE AGENCY’S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY THE CLIENT TO THE AGENCY FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM.
10.3 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.
10.4 Force Majeure. Neither Party shall be liable for delays or failures in performance caused by circumstances beyond its reasonable control.
11. Termination
11.1 Termination by Client. The Client may terminate this Agreement at any time by written notice to the Agency. Upon termination, all outstanding balances for work performed become immediately due and payable. No refunds are issued for the deposit or for any work completed prior to termination.
11.2 Termination by Agency. The Agency may terminate this Agreement immediately upon written notice if the Client breaches any material term of this Agreement, including any payment reversal under Section 4, and fails to cure such breach within fourteen (14) days of receiving written notice. Breaches arising from chargebacks or payment disputes require no cure period.
11.3 Effect of Termination. Upon termination:
- —(a) If the Project Fee has not been paid in full, the Client’s license to use the Work Product is immediately revoked, and the Agency may take the Client’s website offline and disable all hosted services.
- —(b) If the Project Fee has been paid in full and no breach exists, the license granted under Section 5.2 survives, subject to Section 6 (Hosting).
- —(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, 8.4, 9, 10, and 13.
12. Confidentiality
12.1 Each Party agrees to hold in confidence any proprietary or confidential information disclosed by the other Party during the term of this Agreement.
12.2 The obligations under this Section 12 shall survive termination of this Agreement for a period of two (2) years.
13. Dispute Resolution & Governing Law
13.1 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.
13.2 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.
13.3 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.
13.4 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.
14. General Provisions
14.1 Entire Agreement. This Agreement, together with any Proposals, Statements of Work, invoices, or addenda executed by both Parties, constitutes the entire agreement between the Parties and supersedes all prior negotiations, understandings, and agreements.
14.2 Amendments. The Agency may update this Agreement from time to time; the version published at epageusa.com/terms at the time the Client remits payment governs that engagement. Engagement-specific modifications require a written instrument signed by both Parties.
14.3 Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
14.4 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.
14.5 Notices. All formal notices under this Agreement shall be in writing and delivered via email to the addresses listed above, with confirmation of receipt.
14.6 Independent Contractor. The Agency is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the Parties.
14.7 No Waiver. Failure by the Agency to enforce any provision of this Agreement on any occasion shall not constitute a waiver of that provision or of the right to enforce it on any subsequent occasion.
Questions about this Agreement: arseni@epageusa.com
