PAVING MARKETERS 

MASTER SERVICES AGREEMENT

Last Revision Date: December 31, 2024

This Master Services Agreement (the “Agreement”) governs the services provided by Heaviside Group LLC, d/b/a Paving Marketers (“Agency”), to the undersigned client (“Client”). Services, deliverables, schedules, and fees are further detailed in one or more Statements of Work (each, an “SOW”), which are incorporated herein by reference. If there is a conflict between this Agreement and any SOW, this Agreement controls.

1. Scope & Changes
   Any work not defined in an SOW or changes to previously approved work must be agreed upon in writing through an additional SOW or Change of Scope. These documents are incorporated by reference.
2. Expenses
   Client will pre-approve any expenses beyond those listed in the SOW. Client may pay third-party vendors directly or reimburse Agency. Agency will maintain expense records.
3. Payment Terms & Initiation of Services

• Client shall pay a one-time setup fee plus the first month’s service fee before commencement of work. Once these payments are received, Agency will begin providing services as outlined in the SOW.
• All subsequent monthly service fees are due prior to the start of each billing period.
• All payments are non-refundable and not contingent on Client’s receipt of funds from any third party.
• If payment is late, Agency may suspend services and/or withhold deliverables, including taking the Client’s website offline, until full payment is received. Agency is not liable for any resulting damages due to suspension.
• Late payments accrue interest at 1.5% per month. Client will cover all reasonable costs of collection, including attorney fees.
• Client agrees to attempt resolution through mediation before issuing chargebacks. Agency will contest fraudulent chargebacks and seek all related damages, fees, and interest.

4. Client Representative
   Client will designate a single representative with authority to provide information, approvals, and instructions. This representative’s approvals are binding. Changes after approval may incur additional fees as outlined in Section 1.
5. Client Obligations & Materials

• Agency’s performance depends on Client fulfilling its obligations, such as providing timely access to systems and responding to communications. Failure to respond or provide materials does not delay billing.
• All Client-provided materials must be in usable formats. Client bears costs to correct nonconforming materials.
• Client warrants that it holds the rights to all assets and instructions it provides, and that their use does not infringe any third-party rights.

6. Ownership of Existing Assets
   Client retains sole ownership and control of all pre-existing accounts, profiles, and other business assets, including but not limited to Google Ads accounts and Google Business profiles. Nothing in this Agreement grants Agency any ownership interest in such pre-existing assets.
7. Representations & Warranties
   Client:
   (a) To its knowledge, Client Content does not infringe third-party rights.
   (b) Client will comply with all applicable license terms for third-party materials.
   (c) Client has all necessary rights and licenses to allow Agency to use its materials.

Agency:
(a) Agency will perform services in a professional, workmanlike manner.
(b) Agency will secure appropriate rights in deliverables to grant Client the agreed-upon licenses.
(c) To Agency’s knowledge, deliverables do not infringe third-party rights.
(d) If deliverables are modified or used beyond this Agreement’s scope, Agency’s warranties are void.

EXCEPT FOR EXPRESS REPRESENTATIONS AND WARRANTIES STATED HEREIN, AGENCY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

8. Approval of Work

• Work begins after Agency’s receipt of the setup fee and first month’s fee.
• Client has two (2) business days to approve deliverables or request modifications. If no response is received, deliverables are deemed approved.
• Upon approval, Agency may make related commitments (e.g., purchasing media, scheduling work). Delays in approval do not shift liability to Agency.

9. Suppliers

• Agency may contract with third-party suppliers on their standard terms. Client’s rights and responsibilities mirror those between Agency and such suppliers.
• Agency acts as principal to suppliers unless otherwise agreed.

10. Legal Clearances
    Client is responsible for all required legal clearances. Client shall indemnify and hold Agency harmless from any claims arising from Client’s failure to obtain proper clearances.
11. Indemnification & Liability

• Client shall indemnify and defend Agency against third-party claims arising from Client’s breach, misuse of deliverables, or infringement by Client-provided materials.
• If deliverables infringe a third party’s rights, Agency may, at its option, replace infringing content at no additional charge.
• Agency is not liable for delays or nonperformance due to factors beyond its control, including issues caused by third parties, internet service providers, or Client’s lack of responsiveness.
• AGENCY’S MAXIMUM LIABILITY IS LIMITED TO ITS NET PROFIT ON THE PROJECT OR 20% OF ACTUAL BILLINGS, WHICHEVER IS LESS. AGENCY IS NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

12. Confidentiality & Non-Solicitation

• Each party will treat the other’s non-public business information as confidential and use it only for this Agreement’s purposes.
• Neither party shall solicit or hire the other’s employees, contractors, or consultants during this Agreement and for two (2) years thereafter.

13. Refinement of Services & Deliverables
    Client acknowledges that Agency continually tests, refines, and optimizes its services and deliverables to improve performance. Agency may modify or adjust deliverables at its discretion without prior notice. Such refinements shall not reduce the overall value of the services provided.
14. Ownership & Usage Rights

• Upon full payment, Client owns the final deliverables specifically created for it, except Agency retains:
  (a) The right to display final work for promotional purposes.
  (b) Ownership of concepts not chosen by Client.
  (c) Ownership of Agency’s background technology, code, tools, and source files, granting Client only a nonexclusive license to use them as integrated into the deliverables.
  (d) If Client desires to use rejected or preliminary work, it must first offer Agency the opportunity to implement such work.

15. Independent Contractor

• Agency is an independent contractor. This Agreement does not create a partnership, joint venture, or employer-employee relationship.
• Agency may use subcontractors who must comply with this Agreement.
• Both parties may work with other clients and service providers.

16. Hosting (If Applicable)

• If Agency provides hosting, Client shall pay the monthly hosting fee as stated in the SOW.
• Upon termination, Client must promptly provide hosting credentials for site transfer. If delayed, Client will be billed monthly for continued hosting until transferred.
• If Client fails to pay hosting fees, Agency may remove the site and provide files to Client. Restoration of the site may incur a fee.

17. Term & Termination

• Either party may terminate this Agreement for any reason by giving thirty (30) days’ written notice. The termination date is thirty (30) calendar days after notice is received.
• Termination by Client without Agency’s fault or consent requires Client to pay all fees earned plus any early termination fee in the SOW and any incurred expenses.
• If Client believes Agency is at fault, Client must provide Agency a written notice and a reasonable cure period (at least 30 days) before termination.
  
  No Proration: In the event of termination by either party, the Client acknowledges and agrees that monthly service fees will not be prorated. The Client shall be responsible for paying the full monthly fee for the final month of service following the termination notice. The Agency will continue to provide the agreed-upon services during this final month and perform any required work to hand over Client assets prior to the effective termination date.”

18. Governing Law & Jurisdiction
    This Agreement is governed by Ohio law. Any disputes shall be resolved in state or federal courts located in Clermont or Hamilton County, Ohio. The prevailing party is entitled to recovery of reasonable costs, including attorney fees.
19. Non-Standard Terms
    If the parties agree in writing to special or non-standard terms specifically referencing this Agreement, such terms shall govern over conflicting provisions in this Agreement or the SOW.
20. General Provisions

• A party’s failure to enforce any provision is not a waiver of that right.
• Notices must be given in writing by confirmed email or certified mail.
• Neither party may assign this Agreement without the other’s written consent.
• Headings are for convenience only.
• If any provision is deemed invalid, the remainder stays in effect.
• Agency may modify this Agreement by posting revisions publicly; continued use of services or payment constitutes acceptance.
• This Agreement and the SOW(s) constitute the entire agreement. In case of conflict, this Agreement governs.