This Master Service Agreement ("Agreement") is entered into as of the date of acceptance by the Client ("Effective Date") by and between Blue Oak Marketing, LLC, a limited liability company organized and existing under the laws of the State of Georgia, with its principal place of business at 2513 Carleton Gold Rd. Dacula, GA 30019 ("Company"), and the party accepting this Agreement ("Client").

1. SERVICES

1.1 Scope of Services: Company agrees to provide the services selected by the Client, which may include website design, hosting, marketing, IT-based services, and other related services ("Services"). Additional terms may be specified in separate statements of work ("SOWs").

1.2 Changes to Scope: Any modifications to the agreed-upon scope of work must be documented through a written change order and may be subject to additional fees.

1.3 Timelines: Estimated completion timelines for deliverables will be outlined in the applicable SOW.

2. TERM AND TERMINATION

2.1 Term: This Agreement remains in effect for as long as Client subscribes to any Services unless terminated earlier in accordance with this section.

2.2 Termination: Either party may terminate this Agreement:

  • With 30 days’ written notice for any reason.
  • Immediately if the other party materially breaches this Agreement and fails to cure within 10 days of notice.
  • Immediately by Company if Client fails to make payments as required.

2.3 Effect of Termination:

  • Upon termination, all outstanding fees must be paid immediately.
  • Client may request a copy of their website data within 14 days of termination, subject to additional fees.
  • Company is not responsible for data retention post-termination beyond this period.

3. FEES AND PAYMENT

3.1 Payment Terms: Client agrees to pay the fees for the Services as specified in invoices. All fees are non-refundable except as outlined in Section 3.3.

3.2 Late Payments: If payments are late by more than 7 days, Company may suspend Services and charge a late fee of 5% per month on outstanding balances.

3.3 Disputed Charges: Client must notify Company in writing within 15 days of any disputed invoice. Failure to do so waives the right to dispute the charge.

4. SERVICE LEVELS AND SUPPORT

4.1 Hosting Services: Company will use commercially reasonable efforts to maintain hosting availability with a minimum uptime of 99.5%, excluding scheduled maintenance.

4.2 Support: Company provides support as outlined in the applicable service plan. Issues caused by third-party software, Client modifications, or misuse are outside the scope of standard support. Critical issues will be addressed within 4 business hours.

5. CLIENT RESPONSIBILITIES

5.1 Compliance: Client must use the Services in accordance with applicable laws and this Agreement.

5.2 Content: Client is solely responsible for the content hosted or designed for their website, including ensuring that it does not violate intellectual property laws or contain prohibited material.

5.3 Security: Client must implement reasonable security measures to protect access credentials. Company provides security measures such as firewalls and SSL certificates but is not responsible for breaches caused by Client negligence.

6. WARRANTIES AND DISCLAIMERS

6.1 Company Warranties: Company will perform Services in a professional manner but makes no warranties regarding uninterrupted or error-free service.

6.2 Disclaimers: EXCEPT AS EXPRESSLY PROVIDED, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. COMPANY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7. LIMITATION OF LIABILITY

7.1 No Indirect Damages: IN NO EVENT SHALL COMPANY BE LIABLE FOR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS OR DATA.

7.2 Liability Cap: COMPANY’S LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY CLIENT IN THE THREE (3) MONTHS PRECEDING THE CLAIM.

8. INTELLECTUAL PROPERTY

8.1 Ownership: Company retains ownership of all pre-existing materials and tools used in website design or hosting. Upon full payment, Client receives ownership rights to the completed website design and assets.

8.2 License: Client grants Company a license to use website content as necessary for hosting or design purposes.

9. INDEMNIFICATION

Client agrees to indemnify and hold Company harmless from claims arising out of Client’s use of the Services, content, or violation of any law.

10. CONFIDENTIALITY

Both parties agree to maintain confidentiality regarding proprietary or sensitive information disclosed during the term of this Agreement.

11. FORCE MAJEURE

Neither party shall be liable for any failure or delay in performance due to circumstances beyond their reasonable control, including but not limited to natural disasters, cyberattacks, government actions, or internet service provider failures.

12. DISPUTE RESOLUTION

12.1 Mediation: Before initiating arbitration, the parties agree to first attempt to resolve disputes through good-faith mediation.

12.2 Arbitration: If mediation fails, disputes shall be resolved through binding arbitration in Dacula, Georgia.

13. GENERAL PROVISIONS

13.1 Governing Law: This Agreement shall be governed by the laws of the State of Georgia.

13.2 Entire Agreement: This Agreement represents the entire understanding between the parties.

IN WITNESS WHEREOF, the Client agrees to this Agreement upon subscribing to Company’s Services.