This Master Service Agreement (“Agreement”) is entered into between Straight North, LLC (“Straight North”) and the client identified in the applicable SOW (“the Client”). The Agreement sets forth the terms and conditions governing the Services provided by Straight North.
1. Services.
Straight North provides the services (“Services”) outlined in the attached statement of work (“SOW”). Any future services provided by Straight North will also be subject to this Agreement. Each SOW will specify the deliverables (“Deliverables”) to be developed and delivered by Straight North, the applicable payment terms, any additional terms and conditions, and all other relevant information. In the event of a conflict between this Agreement and the provisions in the SOW, the provisions of the SOW shall prevail, but only for that specific SOW.
2. Payment Terms.
a. Fees. All fees (“Fees”) are detailed in the attached or applicable SOW. Payment for Services is required upon execution of this Agreement or the applicable SOW. All payments are non-refundable.
b. Delinquent Payments. The Client shall be responsible for all costs associated with the collection of any delinquent payments, including but not limited to collection fees, collection agency fees, attorneys’ fees, court costs, and related expenses.
c. Expenses. The Client is responsible for reimbursing Straight North for all service-related expenses, including but not limited to parking, ridesharing, airfare, and hotel costs.
d. Taxes. The Client shall pay all sales and other taxes levied on the Fees, regardless of designation.
3. Confidentiality.
Each party acknowledges that it will have access to the other party’s confidential information concerning business, ideas, know-how, plans, employees, and other proprietary information (“Confidential Information”). Confidential Information includes all information, whether tangible or intangible, that is marked or designated as confidential or that should reasonably be considered confidential under the circumstances of its disclosure. Each party agrees not to use the other party’s Confidential Information for its own benefit or the benefit of any third party, except as necessary to fulfill its obligations related to the Services. Neither party will disclose the other party’s Confidential Information to any third party and will take reasonable precautions to protect the confidentiality of such information, at least as stringently as it protects its own Confidential Information. Information will not be considered Confidential Information if it: (a) was known to the receiving party prior to disclosure by the disclosing party; (b) becomes known to the receiving party from a source other than the disclosing party, provided that the source is not bound by a confidentiality obligation to the disclosing party; (c) becomes publicly known through no breach of this Agreement by the receiving party; or (d) is independently developed by the receiving party. The receiving party may disclose Confidential Information if required by a governmental agency or by operation of law, if it gives the disclosing party reasonable prior written notice to permit the disclosing party to contest such disclosure.
4. Ownership.
a. Deliverables. Except as otherwise specified in the SOW, the Client is granted a limited, non-exclusive license to use the Services and Deliverables during the term specified in the applicable SOW. For Deliverables identified in the SOW as acquired by the Client, Straight North hereby assigns all copyrights in the Deliverables (excluding all Straight North Property as defined below) to the Client.
b. Straight North Property. Notwithstanding subsection (a) above, Straight North shall retain sole and exclusive ownership of all rights, titles, and interests in its own intellectual property, including but not limited to underlying know-how, concepts, techniques, technology, software, preliminary designs, proposals, ideas, processes, models, templates, and tools (collectively, “Straight North Property”). This includes any intellectual property used in providing the Services, creating the Deliverables, developed by Straight North independently of the SOW, licensed to Straight North by a third party, or applicable to Straight North’s services generally and not specific to the Client. The Client shall acquire no rights or interests in the Straight North Property, except for a non-exclusive, non-transferable, royalty-free right to use the Straight North Property solely in connection with the Services and Deliverables provided under this Agreement.
c. Client Property. The Client shall retain sole and exclusive ownership of all rights, titles, and interests in any content provided to Straight North for the provision of Services or the creation of Deliverables as specified in the SOW. This includes any URLs identified for use on the Client’s websites, as well as trademarks, copyrights, patents, trade secrets, and other intellectual property rights (“Client Property”). The Client grants Straight North a limited license to use the Client Property solely for the purposes of providing Services or creating Deliverables as specified in the SOW. The Client warrants that it has the authority to grant such licenses.
5. Service-Specific Terms.
The following terms will apply if the Client requests any of the Services described by Straight North.
a. Search Engine Optimization (SEO) and Generative Engine Optimization (GEO).
i. Billing and Service Terms. The Services have a minimum commitment period as defined in the SOW, beginning on the campaign’s designated start date. After the minimum commitment period ends, the Services automatically renew on a month-to-month basis. The first service charge occurs upon receipt of the signed SOW. Straight North requires full payment of the Client’s first month of service fees before any work can begin. Subsequent payments are processed on the first day of each calendar month, or the next business day if the first day falls on a weekend or holiday, for services to be delivered that month. If a payment is declined for any reason, the Services will be suspended until payment is received. Straight North does not honor requests to pause monthly billing or service.
ii. Website Changes. The Client agrees to provide Straight North with a working content management system admin login for the purpose of publishing content. By providing this login, the Client authorizes Straight North to publish content on the Client’s website. If the Client does not provide a login, the Client will be responsible for publishing the content. All other website changes are not included in the scope of this Agreement.
iii. Geographic Targeting. The Services are limited to targeting within the United States.
iv. AI Prompt & Keyword Tracking. Straight North will determine the AI prompts and local keywords included in the Services. At the Client’s request, additional AI prompts beyond those selected by Straight North may be added for a monthly fee of $1.00 per prompt, per AI engine. At the Client’s request, additional keywords beyond those selected by Straight North may be added for a monthly fee of $1.00 per keyword, per search engine, per device type.
v. Service Termination. Cancellation requests must be submitted in writing via email. Cancellations are not allowed during the minimum commitment period. To cancel services at the end of the minimum commitment period, the request must be received at least 30 days prior to the end of that period. For requests received after the minimum commitment period or during the last calendar month of the minimum commitment period, services will be terminated 30 days after receipt of the written notice, and a prorated fee will be charged. No fees will be credited or refunded.
b. Paid Advertising.
i. Third-Party Billing and Service Terms. For Google Ads, Microsoft Advertising, Meta Advertising and LinkedIn Ads (“Ad Platforms”), a credit card is used for initiation and ongoing billing, with the monthly media spend charged directly to the Client’s credit card. The Client agrees to the billing and service terms of the Ad Platforms and acknowledges that they have entered into legally binding agreements with these platforms. The Client voluntarily releases Straight North from any legal liability arising between the Client and the Ad Platforms. Ad Platform billing information: Google (https://support.google.com/google-ads/answer/6311), Microsoft (https://help.ads.microsoft.com/apex/index/3/en-us/52026), Meta (https://www.facebook.com/business/help/364871547019868), LinkedIn (https://www.linkedin.com/help/linkedin/answer/a417978/billing-frequency-for-self-service-advertising) and OpenAI (https://help.openai.com/en/articles/20001216-billing-payment). Ad Platform service terms: Google LLC Advertising Program Terms (https://billing.google.com/payments/paymentsinfofinder), Microsoft Advertising Agreement (https://help.ads.microsoft.com/#apex/ads/en/60226/0), Meta Advertising Standards (https://transparency.meta.com/policies/ad-standards/), LinkedIn Ads Agreement (https://www.linkedin.com/legal/sas-terms), and OpenAI Advertising Terms (https://openai.com/policies/advertising-terms/).
ii. Billing and Service Terms. To begin work on new campaigns, Straight North requires payment of 100% of the campaign implementation fee as set forth in the SOW. The Services have a minimum commitment period as defined in the SOW, which begins on the first day of the first calendar month of service. After the minimum commitment period ends, the Services automatically renew on a month-to-month basis. The monthly media budget in the SOW is set as the Client’s monthly media budget. The monthly management fee is the greater of $1,000 or 15% of the monthly media budget. Straight North designates a start date for the launch of the Client’s new account or the transition of the management of the Client’s existing account. If the Client’s designated start date is on the first of the calendar month, Straight North requires payment of the first month’s management fee before launching the new campaign or taking over the management of the existing campaign. For designated start dates after the first day of a calendar month: (a) Straight North requires a prorated payment of the Client’s first month’s management fee before launching the new account or transitioning management of the existing account; (b) Straight North prorates the Client’s monthly media budget for the first month; (c) the monthly management fee for the partial month does not count towards the fulfillment of the minimum commitment period. Payments are processed on the first day of each calendar month, or the next business day if the first day falls on a weekend or holiday, for services to be delivered within that month. If a payment is declined, the Services will be suspended until payment is received.
iii. Monthly Media Budget Modifications. Monthly media budget modification requests must be submitted to Straight North in writing via email. For requests to increase the monthly media budget, the following actions occur on the next business day after receipt of the request: (a) the new monthly media budget is set; (b) the prorated media budget is applied to the current month; (c) the new management fee is calculated; (d) the prorated management fee for the current month is processed; (e) the monthly management fee is updated to the new amount for processing starting on the 1st day of the next month. Requests to decrease the media budget are processed on the next business day after receipt of the request. The new monthly management fee is calculated on the last day of the month following receipt of the request and processed on the first day of the following month.
iv. Campaign Pause Requests. The Client’s request to pause an Ad Platform account must be submitted to Straight North in writing via email. This request is processed on the next business day after receipt. Straight North will pause only the Client’s media spend with Ad Platforms. The Client’s monthly management fee paid to Straight North is not paused and continues to be billed as specified in the applicable SOW. Straight North does not honor requests to pause the monthly billing of the management fee.
v. Instapage Landing Pages. Straight North may create an Instapage landing page for the Client. The Client will not have access to Straight North’s Instapage account. Upon termination of the Services, the Client may request that the landing page be transferred to its own Instapage account, provided the Client maintains an active paid Instapage subscription and provides Straight North with the account administrator email address.
vi. Service Termination. Cancellation requests must be submitted in writing via email. Cancellations are not allowed during the minimum commitment period. To cancel services at the end of the minimum commitment period, the request must be received at least 30 days prior to the end of that period. For requests received after the minimum commitment period, or during the last calendar month of the minimum commitment period, service delivery will be terminated 30 days after receipt of the written notice, and a prorated fee will be charged immediately. No fees will be credited or refunded.
c. Website Project.
i. Billing Terms. A down payment of 25% of the fee is required upon execution of this Agreement or the applicable SOW for web design and development. Three additional payments of 25% of the fee will be invoiced monthly, starting one month after the execution of this Agreement or the applicable SOW.
ii. Changes. Upon receiving a request for changes, Straight North will estimate the number of project change hours needed to complete the request and confirm with the Client if they want to proceed. Once the estimate is approved, Straight North will proceed with the work and deduct the actual time spent from the Client’s project change hours upon completion. The Client is responsible for reviewing, editing, and approving the final content.
iii. Development Hosting Environment. Straight North will open a free hosting account with Pantheon Systems, Inc. (“Pantheon”) at https://pantheon.io/register upon execution of this Agreement or the applicable SOW. Straight North will use this environment for all development work.
iv. Production Hosting Environment. Prior to launch, the Client must upgrade to a paid Pantheon account that accommodates the production website’s unique monthly visitor total. Pantheon requires a credit card for monthly billing. Straight North is not responsible for any aspect of the Client’s relationship with Pantheon. The Client may need to upgrade the Pantheon account or pay usage overages if the production website receives a large number of monthly pageviews. If the Client chooses to use a different hosting provider, they must notify Straight North within thirty (30) days of the signed SOW date. The alternative hosting provider must meet the hosting specifications provided by Straight North.
v. Warranty. Straight North provides a 30-day warranty on all web development work completed. This warranty covers bug fixes from the date of launch for a 30-day period. Straight North will correct reproducible defects reported during the warranty period at no additional charge. If the Client decides to host their website with a third party other than Pantheon: (a) Straight North does not provide any warranty for bug fixes related to the hosting environment; (b) the Client pays Straight North’s standard hourly rate for the investigation of issues and bug fixes related to the hosting environment; (c) if Straight North does not deploy the website to the Client-selected hosting provider, no warranty is provided. After the warranty period, all work is considered new work and is charged at Straight North’s standard hourly rate.
d. Support Hours.
i. Applicable Services. Any SOW that includes hours, such as Support Hours, SEO and GEO, and Graphic Design.
ii. Expiration. Hours included in an SEO and GEO SOW expire on the service cancellation date. All other hours expire 24 months from the date of the respective SOW.
6. Phone Call and Form Submission Tracking.
Straight North may provide phone call tracking through CallRail and form submission tracking through GoNorth! Leads for the Client’s website and/or landing page(s). These technologies record and store phone call and form submission data generated by visitors to the Client’s website and/or landing page(s). Straight North uses this data only for the purpose of providing services to the Client, including campaign tracking, lead reporting, performance analysis, and related account management. Straight North does not sell, rent, monetize, or use this data for any unrelated business purpose. Upon cancellation or termination of services, Straight North will delete the Client’s call tracking and form submission data from its active systems within a reasonable period of time. The Client is responsible for compliance with all applicable laws relating to call recording, data collection, privacy, and visitor notice requirements.
7. Warranties; Disclaimer.
a. Client’s Warranties. The Client warrants that: (i) it has full power and authority to enter into this Agreement; (ii) this Agreement has been duly authorized, executed, and delivered, and constitutes a valid, binding contract; (iii) it will comply with all third-party license terms; and (iv) any content (textual and non-textual) provided to Straight North is owned by the Client or the Client has permission from the rightful owner to use such content, and such content, including any trademarks, copyrights, or other intellectual property, does not violate any third party’s rights. The Client is solely responsible for obtaining legal clearance for any marketing practices or content displayed, developed, or executed by Straight North on behalf of the Client and for obtaining all necessary rights to all content unless such content is developed entirely by Straight North. The Client is also solely responsible for reviewing and approving all content that will appear on the Client’s website or any other materials and is solely responsible for the accuracy of such content.
b. Straight North Warranties. STRAIGHT NORTH WARRANTS THAT: (I) IT HAS FULL POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT; AND (II) THIS AGREEMENT HAS BEEN DULY AUTHORIZED, EXECUTED, AND DELIVERED BY IT, CONSTITUTING A VALID AND BINDING CONTRACT. THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS.” EXCEPT AS SET FORTH IN THIS SECTION, STRAIGHT NORTH DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE, AND NON-INFRINGEMENT, OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. STRAIGHT NORTH DOES NOT WARRANT THAT THE DELIVERABLES WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
c. Links to Other Websites. The Client’s websites, landing pages, or any other marketing materials may contain links to, or be accessible from, related or unrelated websites and resources. Straight North shall not be liable for any loss, injury, claim, liability, or damages of any kind arising out of or in connection with such links.
8. Limitation of Liability.
In no event shall Straight North be liable to the Client for any special, consequential, incidental, punitive, or indirect damages of any kind, including without limitation, lost profits or lost savings, even if Straight North has been advised of the possibility of such damages. Straight North’s liability to the Client shall not exceed the amounts paid by the Client to Straight North under the applicable SOW in the twelve (12)-month period immediately preceding the occurrence of the claim.
9. Indemnification.
The Client agrees to indemnify, defend, and hold Straight North and its officers, directors, agents, vendors, licensors, and subcontractors (collectively, the “Indemnified Parties”) harmless from and against any and all third-party claims, liabilities, costs, and expenses, including, without limitation, reasonable attorneys’ fees, incurred by the Indemnified Parties in connection with any claim arising out of: (a) any breach by the Client of this Agreement; (b) inaccurate, incomplete, false, or misleading assertions regarding the Client’s products and services or those of the Client’s competitors that may be contained in any marketing communication or appear on the Client’s websites, and were approved by the Client; (c) any advertising element furnished by the Client that allegedly violates a personal or property right of anyone, including but not limited to claims for libel, slander, defamation, copyright or trademark infringement, invasion of privacy, misappropriation of ideas, piracy, and plagiarism; (d) representations made by the Client; (e) any agreement between the Client and a third party, including but not limited to Google LLC, Microsoft Corporation, Meta Platforms, Inc., and LinkedIn Corporation, or any other third party’s license terms, including the use of any material in violation of such terms; (f) any use of the Client’s website or services; (g) Client Property, content, information, and services provided by the Client; and (h) any and all actions, conduct, or acts of omission by the Client. The Client shall cooperate as fully and reasonably required in the defense of any claim. Straight North reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by the Client.
10. Term, Termination.
a. Term. This Agreement shall commence on the date the applicable SOW is executed by the Client and continue until terminated in accordance with this Section. Upon completion of all outstanding Services, either party may terminate this Agreement with ten (10) days’ prior written notice to the other party, except as otherwise provided in the applicable SOW.
b. Termination for Breach. Either party may terminate this Agreement with written notice if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days of receiving notice. Additionally, Straight North may terminate this Agreement immediately if the Client: (i) fails to pay Fees due; or (ii) fails to cooperate with Straight North or hinders Straight North’s ability to perform the Services.
c. Effects of Termination. All Fees owed by the Client to Straight North shall become immediately due and payable upon termination or completion of this Agreement.
d. Survival. Sections 3, 4, 7, 8, 9, 11, and 12 shall survive the termination or expiration of this Agreement.
11. Non-Solicitation.
Straight North employees may be in direct contact with the Client or working behind the scenes to provide Services. From the date the most recent SOW is executed by the Client until two (2) years after the completion of the Services provided by a Straight North employee, neither the Client nor any affiliate of the Client shall offer employment to any employee of Straight North who has provided Services to the Client. The Client acknowledges and agrees that a breach of this Section would cause Straight North irreparable injury. In the event of a breach or threatened breach of this Section, Straight North shall have the right to seek specific performance, an injunction, or other equitable relief to prevent the unauthorized offer of employment or employment of a Straight North employee in violation of this Section.
12. Miscellaneous.
This Agreement sets forth the entire agreement and understanding between the parties regarding the subject matter hereof, superseding all prior oral and written agreements and understandings. This Agreement may only be amended by a written instrument signed by both parties. No waiver of any provision of this Agreement shall be deemed or constitute a waiver of any other provision, nor shall it constitute a continuing waiver unless expressly stated. If any provision of this Agreement, or in any other instrument referred to in this Agreement, is held to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other provision. This Agreement shall be governed by the laws of the State of Illinois, excluding its conflicts of laws principles. The parties submit to the exclusive jurisdiction of the federal and state courts in or near Chicago, Illinois. Nothing herein shall create a partnership or joint venture between the Client and Straight North. Neither party shall have the power to obligate or bind the other without prior written approval. The Client may not assign any rights, obligations, or duties without Straight North’s prior written consent, which may be withheld at Straight North’s discretion. Straight North may assign its rights and obligations to any party or entity without the Client’s consent. All obligations and duties of the Client shall bind its successors and assigns. Straight North may engage subcontractors in delivering Services at its reasonable discretion. This Agreement may be executed and delivered in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. The Client agrees that Straight North may use the Client’s name for references, presentations, customer identification lists, brochures, manuals, and marketing materials. Neither party shall be liable for delays or failures in performance caused by circumstances beyond their reasonable control, such as natural disasters, war, civil disturbances, governmental regulations, or other similar events.
