This Master Services Agreement (this “Agreement”) is entered into as of _____________ (the “Effective Date”), by and between JLM Systems, Inc., a Florida corporation, doing business as The Ad Campaign, including its divisions, subsidiaries, affiliates, and brands (collectively, “Company”), and ____________________________ (“Client”).
Company and Client may be referred to individually as a “Party” and collectively as the “Parties.”
WHEREAS, Company is engaged in the business of providing marketing, creative, media, analytics, e-commerce, website development, hosting, AI-powered solutions, technology, and related professional services;
WHEREAS, Client desires to engage Company to provide certain services under the terms and conditions set forth herein; and
WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to such services.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Means all marketing, creative, media, analytics, website, hosting, AI-managed website, e-commerce, technology, consulting, and related professional services provided by Company pursuant to this Agreement and one or more Statements of Work (“SOWs”) or subscription plans.
Means those specific work products expressly identified as deliverables in an applicable SOW. Deliverables do not include Company Materials.
Means all pre-existing or independently developed software, code, frameworks, templates, themes, AI models, prompts, workflows, processes, methodologies, systems, designs, artwork, trade secrets, and know-how owned or controlled by Company.
Company shall provide Services to Client pursuant to this Agreement and any applicable SOW or subscription description. Each SOW or service description shall define the scope, Deliverables (if any), fees, schedule, and applicable terms. In the event of a conflict, this Agreement shall control unless expressly stated otherwise.
If Client elects to participate in the Company’s optional finance plan (“Finance Plan”), the following shall apply:
All Company Materials shall remain the sole and exclusive property of Company. Client is granted a limited, non-exclusive, non-transferable, non-sublicensable license to use Company Materials solely as incorporated into the Deliverables during the term of Services.
Subject to full payment, Client shall own unique Deliverables created specifically for Client, excluding Company Materials and third-party licensed content.
Any request for exclusivity in Company Materials must be expressly stated in writing and shall be subject to additional fees. No buyout shall apply to Company’s platforms, frameworks, source code, servers, AI systems, or licensed third-party assets.
Company may reference non-confidential Deliverables for portfolio and promotional purposes unless Client objects in writing.
Certain Deliverables may include images, fonts, media, templates, plugins, or other assets licensed from third-party providers or generated using AI-assisted tools (“Licensed Content”). Licensed Content is subject to the applicable third-party license terms and is not owned by Client. Client is granted a limited, non-exclusive license to use such Licensed Content only as incorporated into the Deliverables and only during the term of Services, unless otherwise stated in writing. Licensed Content may not be transferred, sublicensed, reused outside the website, or repurposed for other projects without obtaining the appropriate independent license. Upon termination of Services, licenses for Licensed Content may be revoked or discontinued, and Client acknowledges that continued use may require securing replacement licensing at Client’s expense.
Where Company registers a domain name on Client’s behalf, such domain shall be registered for Client’s benefit, and ownership shall vest in Client upon registration. Client is solely responsible for ongoing renewal fees, compliance with registrar policies, and domain-related obligations. Company shall not be responsible for domain expiration, suspension, loss, or transfer resulting from Client’s failure to maintain registration or provide timely payment. Domain registration fees are non-refundable once registration has occurred.
Client acknowledges that certain Services may utilize artificial intelligence or automated systems to generate content, layouts, or functional elements. While Company makes reasonable efforts to customize Deliverables, Company does not guarantee that AI-generated outputs will be unique or exclusive. Company retains all rights to underlying AI systems, prompts, workflows, methodologies, and training processes. Client’s rights extend only to the specific Deliverables delivered and paid for under this Agreement.
Fees shall be as set forth in the applicable SOW or subscription plan. Unless otherwise agreed, invoices are due net fifteen (15) days from date of invoice. Late payments shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum amount permitted by law. Company may suspend Services for non-payment.
Each Party shall maintain in strict confidence all Confidential Information of the other Party and shall use such information solely for purposes of this Agreement. Company shall implement commercially reasonable safeguards to comply with applicable data protection laws, including without limitation GDPR, CCPA, HIPAA, and PCI-DSS, where applicable.
Company warrants that it shall perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, ALL SERVICES, WEBSITES, HOSTING, SOFTWARE, CONTENT, AI OUTPUTS, AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AVAILABILITY, UPTIME, OR ERROR-FREE OPERATION.
Company does not warrant that Services will be uninterrupted, secure, timely, or achieve any particular business, marketing, SEO, revenue, or performance outcome.
Client acknowledges that Services may be subject to interruptions, delays, or outages caused by factors beyond Company’s reasonable control, including but not limited to hosting providers, domain registrars, DNS/CDN services, third-party platforms, cybersecurity incidents, maintenance, updates, or force majeure events.
Company shall not be liable for any outage, downtime, interruption, or unavailability of Services, regardless of cause or duration. No service credits, refunds, or fee reductions shall be owed unless expressly stated in a written Service Level Agreement (SLA) signed by Company.
Client acknowledges that certain Services, including AI-managed website services, may begin immediately upon purchase, including AI-assisted content generation, environment provisioning, configuration, domain registration (if applicable), and image licensing and purchase.
Refunds, if any, are governed by the Website Services Refund Policy, which is incorporated herein by reference and made part of this Agreement. Client acknowledges that such policy was made available prior to purchase via product pages or linked policies.
Subscription services may be canceled in accordance with the Refund Policy and applicable service descriptions. Previously paid fees are non-refundable except as expressly stated therein.
To the maximum extent permitted by law, Company’s total aggregate liability arising out of or relating to this Agreement, the Services, or any Deliverables shall not exceed the fees paid by Client in the three (3) months immediately preceding the event giving rise to the claim.
In no event shall Company be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including without limitation lost profits, lost revenue, business interruption, loss of data, loss of customers, loss of SEO rankings, loss of advertising spend, or loss of goodwill, regardless of the theory of liability and even if Company has been advised of the possibility of such damages.
Any dispute, controversy, or claim arising out of or relating to this Agreement shall first be subject to good-faith negotiations. If unresolved, such dispute shall be settled by binding arbitration conducted in Broward County, Florida, under the rules of the American Arbitration Association. Judgment on the arbitration award may be entered in any court of competent jurisdiction.
The prevailing Party shall be entitled to recover its reasonable attorneys’ fees and costs, to the extent permitted by law.
This Agreement shall continue until terminated. Either Party may terminate this Agreement upon ten (10) business days’ written notice if the other Party materially breaches this Agreement and fails to cure within such period.
Subscription and retainer services may be terminated with thirty (30) days’ prior written notice, subject to refund and payment obligations set forth in this Agreement and any applicable SOW or subscription plan.
Upon termination, Company shall have no obligation to maintain, host, or support any website beyond the termination date unless otherwise agreed in writing, and any outstanding balances shall remain due and payable.
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflict of laws principles. This Agreement constitutes the entire agreement between the Parties and supersedes all prior discussions or agreements. This Agreement may only be amended in a writing signed by both Parties. Neither Party may assign this Agreement without the prior written consent of the other, except in connection with a merger, acquisition, or sale of substantially all assets.
Sections relating to intellectual property (Section 4), confidentiality (Section 6), warranties and disclaimers (Section 7), service availability/outages (Section 8), refunds (Section 9), limitation of liability (Section 10), dispute resolution (Section 11), and this Section 13 shall survive termination.