Master Service Agreement - AlterEgo Marketing

This Master Service Agreement (“Agreement”) governs the relationship between AlterEgo Marketing (“Company”) and any business or individual (“Client”) that engages AlterEgo Marketing for services. By executing a Statement of Work, proposal, or similar document referencing this Agreement, Client agrees to be bound by these terms.

In the event of any conflict between this Agreement and any executed Statement of Work (“SOW”), proposal, or other written agreement, the terms of the applicable SOW shall control. Unless expressly stated otherwise in writing, the terms of any later-dated SOW shall control over any earlier SOW.

1. Services

1.1 Scope of services

The services to be provided by AlterEgo Marketing (the “Services”) are defined exclusively in a mutually executed Statement of Work (“SOW”). No services are implied, guaranteed, or included unless expressly stated in writing.

1.2 Client responsibilities

Client agrees to:
- Provide AlterEgo Marketing with full, continuous access to Client’s brand-related website(s), systems, and platforms as required to perform the Services.
- Timely and fully participate in scheduled meetings related to the Services.
- Understand that delays caused by Client inaction, incomplete information, or failure to approve deliverables do not relieve Client of payment obligations.

1.3 support services

If Services are disrupted due to Client changes or third-party interference, AlterEgo Marketing may provide support at its standard hourly rate of $165.00 per hour.

AlterEgo Marketing does not guarantee the success of any repair, recovery, or remediation efforts and is not responsible for website instability, data loss, or failures caused by Client actions or third-party systems.

2. Payment Terms

2.1 fees and invoicing

Fees for Services shall be paid in accordance with the applicable SOW. Unless otherwise stated in writing, payment must be received prior to the commencement of Services and monthly fees are due in advance on the first (1st) day of each month and payable no later than the fifth (5th) day of the month.

2.2 Late Payments

Late payments may accrue interest at 1.5% per month or the maximum allowable by law. Services may be suspended for overdue accounts exceeding 30 days.

AlterEgo Marketing may terminate this Agreement immediately upon written notice if Client fails to pay any fees in full when due.

2.3 non-refundable fees

Unless otherwise stated in writing, all fees are non-refundable. In the event Client terminates this Agreement prior to expiration of the applicable term for any reason other than AlterEgo Marketing’s material breach, Client shall not be entitled to any refund and shall be responsible for all remaining fees and any applicable cancellation fees as set forth in the SOW.

3. intellectual property

3.1 ownership

-AlterEgo Marketing retains ownership of all pre-existing materials, tools, templates, and proprietary methods used to provide Services.
-Upon full payment, Client will own deliverables created specifically for Client under the applicable SOW.

3.2 license

Client grants AlterEgo Marketing a limited, non-exclusive license to use Client-provided materials solely for the purpose of delivering Services.

3.3 Portfolio Rights and Asset Retention

AlterEgo Marketing retains the right to display work product and deliverables in its portfolio and marketing materials. AlterEgo Marketing may withhold delivery or access to Client assets, files, or credentials until all outstanding balances have been paid in full.

4. Confidentiality

Each party agrees to keep the other party’s proprietary or confidential information secure and not disclose it to any third party. This obligation will survive for 3 years after termination of the Agreement. Confidential Information does not include information that is publicly available, independently developed, rightfully received from a third party without restriction, or required to be disclosed by law or court order. In the event of unauthorized disclosure, the non-breaching party shall be entitled to equitable relief without the necessity of posting bond.

5. Limitation of Liability

IN NO EVENT SHALL ALTEREGO MARKETING BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION, WHETHER OR NOT FORESEEABLE.

6. Client Acknowledgements

Client understands, acknowledges, and agrees that:

AlterEgo Marketing has no control over the policies, algorithms, availability, or actions of search engines, directories, platforms, plugins, hosting providers, or other third-party services;
Client’s website, content, or materials may be excluded, removed, limited, or altered by third-party platforms at their sole discretion;
Unused service time does not accumulate or roll over unless expressly stated in writing;
AlterEgo Marketing is not responsible for rewriting, proofreading, or verifying the accuracy of Client-provided content;
AlterEgo Marketing is not responsible for changes made by Client or third parties;
AlterEgo Marketing is not responsible for third-party plugins, integrations, or services that may render a website unstable or unusable;
AlterEgo Marketing does not guarantee the availability of website backups or the success of any recovery or remediation efforts unless expressly agreed in writing.

7. Indemnification

Client shall indemnify, defend, and hold harmless AlterEgo Marketing and its officers, employees, contractors, affiliates, and agents from any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to Client-provided content, materials, or information used in connection with the Services.

8. Disclaimer of Warranties

ALTEREGO MARKETING PROVIDES ALL SERVICES “AS IS” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ALTEREGO MARKETING MAKES NO WARRANTY WITH RESPECT TO ANY THIRD-PARTY PRODUCTS, SERVICES, PLATFORMS, OR CLIENT-PROVIDED CONTENT.

9. Force Majeure

Neither party shall be liable for, or deemed to be in breach of this Agreement, due to any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disasters, labor disputes, governmental actions, or other force majeure events. The affected party shall provide timely notice of any such event.

10. Termination

10.1 termination for convenience

Either party may terminate this Agreement with 30 days’ written notice. Unless otherwise stated in writing, this Agreement shall automatically renew for successive terms of equal length.

10.2 termination for cause

If either party materially breaches this Agreement, the non-breaching party may terminate upon written notice identifying the breach if such breach is not cured within thirty (30) days of notice.

10.3 effect of termination

Upon termination:

-Client shall remain responsible for all fees and costs incurred up to the effective date of termination.
-AlterEgo Marketing will return any Client-provided materials.

11. General provisions

11.1 independent contractor

AlterEgo Marketing is an independent contractor and not an employee, partner, or agent of Client.

11.2 governing law

This Agreement shall be governed by the laws of Illinois, without regard to conflict of law principles.

11.3 dispute resolution

Any disputes will be resolved through binding arbitration in Williamson County, Illinois.

11.4 entire agreement

This Agreement, together with any executed SOWs, constitutes the entire agreement between the parties and supersedes all prior agreements.

11.5 modifications

AlterEgo Marketing may update this Agreement from time to time. The current version will always be available at www.AlterYourMarketing.com/terms.

11.6 Assignment and Subcontracting

Client may not assign this Agreement without the prior written consent of AlterEgo Marketing. AlterEgo Marketing may assign its obligations or engage subcontractors in connection with the Services and shall remain responsible for the work product of any such subcontractors.

12. Acceptance

By signing any proposal, Statement of Work, or other document referencing this Agreement, Client agrees to be bound by the terms herein.

AlterEgo Marketing Contact Information:

508 S. Park Avenue

Herrin, IL 62948

Email: Nic@AlterYourMarketing.com

Phone: (618) 901-0111