Zen Agency™ – Master Services Agreement & Terms of Service

This Agreement governs professional services provided by Zen Agency. It does not govern general use of the Zen Agency website, which is governed by our Website Terms & Conditions, available at: https://zen.agency/terms-and-conditions/

This Master Services Agreement & Terms of Service (“Agreement”) is entered into between Zen Design Firm LLC, doing business as Zen Agency™, located at 117 Huckleberry Lane, PA 18644 (“Service Provider”), and the client identified in a Statement of Work (“Principal”). Together, the Service Provider and Principal are the “Parties.”

This Agreement governs all services provided by Service Provider and is incorporated by reference into all Statements of Work (“SOWs”), proposals, invoices, and service engagements. By executing an SOW, submitting payment, or continuing to use the Services, Principal agrees to be bound by this Agreement.

Service Provider may update this Agreement from time to time. Updates become effective as of the “Last Updated” date above. Continued use of the Services after that date constitutes acceptance of the updated Agreement.

1. Scope of Services

Service Provider provides professional digital services including, but not limited to: web design, web development, hosting, maintenance, branding, creative services, marketing, advertising, software development, application development, AI development, and consulting (collectively, the “Services”).

The specific scope, deliverables, timelines, and pricing for Services will be defined in one or more SOWs. Any services not expressly included in an SOW are considered out of scope and require written authorization.

2. Payment Terms

2.1 Fees

Fees are defined in the applicable SOW and are due according to the schedule stated therein.

2.2 Card on File

A valid credit card or ACH payment method is required for all recurring, subscription, or retainer-based services.

2.3 Overages

Work outside the SOW or exceeding plan limits is billed at $225 per hour, unless otherwise agreed in writing.

2.4 Third-Party Costs

Third-party costs (including hosting, domains, plugins, APIs, SaaS tools, AI usage, and advertising spend) are the responsibility of Principal unless expressly included in an SOW.

2.5 Non-Payment and Suspension

Service Provider may suspend services, pause work, or remove access for late or declined payments until the account is brought current.

2.6 Late Fees

Invoices unpaid after 15 days may accrue a late fee of 2% per month (or the maximum allowed by law).

2.7 No Refunds; Prepaid Services

All fees paid to Service Provider are non-refundable, except where required by applicable law or where Service Provider has expressly agreed in writing to a refund.

This includes, without limitation:

• Setup fees
• Retainers
• Monthly or recurring fees
• Prepaid hosting, maintenance, or marketing fees
• Project-based fees for design, development, consulting, or professional services
• Any unused time, scope, or service availability

(a) Ongoing & Subscription Services

For hosting, maintenance, support, marketing, and other recurring services, prepaid fees may be offered at discounted rates in exchange for commitment to a prepaid term. No refunds or prorated refunds will be issued for early termination, unused time, or changes in business circumstances.

(b) Project-Based Services (Design, Development & Professional Services)

For project-based services, including web design, development, software development, application development, AI development, integrations, discovery, strategy, and consulting, prepaid fees represent payment for time reserved, labor performed, and resources allocated, not for guaranteed completion of all contemplated deliverables.

Work is deemed to commence immediately upon receipt of payment, unless otherwise stated in writing.

Accordingly:

• No refunds will be issued for time already worked, whether or not the full scope has been completed
• No refunds will be issued due to changes in scope, priorities, strategy, or business circumstances
• No refunds will be issued based on dissatisfaction once work has commenced

If a project is terminated early, any prepaid amounts may be applied to remaining or future work at Service Provider’s discretion, but will not be refunded.

2.8 Payment Disputes & Chargebacks

Principal agrees not to initiate chargebacks or payment disputes for fees that are contractually non-refundable under this Agreement.

If a chargeback or dispute is initiated:

• Service Provider may immediately suspend all services
• Principal remains responsible for all outstanding balances
• Principal agrees to reimburse Service Provider for chargeback fees, administrative costs, and reasonable expenses incurred in responding to the dispute

Service Provider may submit this Agreement, SOWs, invoices, and time records as evidence to payment processors.

3. Term and Termination

3.1 Term

This Agreement becomes effective upon acceptance and remains in effect until terminated.

3.2 Termination

Either Party may terminate this Agreement or any SOW with 30 days’ written notice.

3.3 Effect of Termination

All amounts owed for work performed or time reserved prior to termination remain due. Ownership and delivery of deliverables are contingent upon full payment.

For project-based services, termination does not entitle Principal to any refund of prepaid fees, regardless of completion status.

3.4 Migration Assistance

Migration assistance is billed at $225 per hour plus third-party costs.

4. Principal Responsibilities

Principal agrees to provide timely feedback, approvals, access credentials, content, and cooperation.

Delays caused by Principal may extend timelines, increase costs, reduce scope feasibility, or impact outcomes and do not create any right to refunds or fee reductions.

5. Service Levels

Response targets are goals, not guarantees:

• General issues: 1 business day
• Critical issues: 1 hour during business hours

Hosting uptime targets are 99.9% monthly. Any credits are service credits only, not cash refunds.

6. Warranties and Disclaimers

Service Provider warrants it owns or has rights to custom deliverables provided.
Service Provider does not guarantee specific business, marketing, SEO, traffic, revenue, or conversion outcomes.

7. Indemnification

Each Party agrees to indemnify the other for claims arising from matters under its control, as detailed in the original agreement.

8. Hosting and Infrastructure

8.1 Access Requirements

Principal must provide and maintain timely access to domains, DNS, control panels, hosting environments, servers, code repositories, AI platforms, analytics tools, and any other systems reasonably required for Service Provider to perform the Services.

8.2 Resource Limits

If Principal’s usage exceeds the resource limits of the selected hosting plan, Service Provider may recommend upgrades. Continued overuse without upgrade may result in throttling, service degradation, or suspension until a suitable plan is in place.

8.3 Security

Service Provider will implement commercially reasonable technical and process-based safeguards. However, no system is completely secure.

Principal is responsible for:

• Maintaining strong passwords
• Enabling two-factor authentication where available
• Limiting access to authorized users only
• Preventing credential sharing or insecure access practices

Service Provider is not responsible for security incidents caused by Principal’s failure to follow these basic security practices or by third-party compromises.

8.4 HIPAA or Regulated Hosting

Where HIPAA, HITECH, or similar regulated environments are required, the Parties will execute a Business Associate Agreement or equivalent agreement where applicable. Principal remains the Covered Entity, data controller, or data owner and is responsible for compliance with applicable laws and regulations.

9. Marketing and Advertising

9.1 Account Management and Execution

Service Provider may manage, configure, optimize, and execute marketing and advertising campaigns on behalf of Principal, including but not limited to search, display, social, email, content, and conversion optimization activities, as specified in the applicable SOW.

Service Provider acts as an authorized agent for campaign execution within platforms controlled by Principal but does not assume ownership of such accounts.

9.2 Content, Claims, and Compliance

Principal retains sole responsibility for the accuracy, legality, substantiation, and compliance of all claims, offers, pricing, representations, and content used in marketing materials, whether created by Principal or Service Provider.

Service Provider may draft, recommend, or implement marketing content and campaigns, but final responsibility for legal and regulatory compliance remains with Principal, including compliance with FTC, FDA, CAN-SPAM, GDPR, CCPA, platform policies, and industry-specific regulations.

9.3 Platform Policies and Enforcement

Service Provider is not responsible for:

• Account suspensions, bans, penalties, or policy enforcement actions by advertising platforms
• Changes in platform algorithms, policies, pricing, or features
• Loss of traffic, reach, impressions, or performance due to platform decisions

9.4 No Guarantee of Results

Marketing and advertising performance is influenced by numerous factors outside Service Provider’s control. No guarantees are made regarding traffic, rankings, leads, conversions, sales, or return on investment.

9.5 Analytics and Access

Principal must maintain ownership of advertising, analytics, and tracking accounts and grant Service Provider appropriate access. Service Provider is not responsible for data gaps or inaccuracies caused by revoked access, platform outages, or third-party limitations.

10. Intellectual Property

Upon full payment of all amounts due, Principal owns the custom deliverables created specifically for Principal under this Agreement, including final code, designs, and documentation, to the extent such deliverables are identified as owned deliverables in the applicable SOW, unless otherwise stated in writing.

Service Provider retains all rights to:

• Its pre-existing materials
• Internal tools, frameworks, libraries, scripts, templates, methodologies, processes, know-how, and reusable components
• Generalized skills, ideas, concepts, techniques, and experience developed during the performance of the Services

Nothing in this Agreement restricts Service Provider from using such retained materials, knowledge, or experience in future work for other clients, provided Principal’s confidential information is not disclosed.

Third-party assets, including but not limited to software, plugins, themes, fonts, stock media, APIs, AI models, and libraries, remain governed by their respective licenses and are not transferred beyond the rights granted under those licenses.

Subject to reasonable confidentiality restrictions, Service Provider may reference Principal’s name, logo, and a non-confidential description of the Services performed for portfolio, marketing, and promotional purposes, unless Principal expressly objects in writing.

11. AI Development Terms and Safety

11.1 Nature of AI Systems

Principal understands and agrees that AI systems and outputs are probabilistic in nature and may be incomplete, outdated, inaccurate, misleading, or incorrect. AI models may hallucinate, misinterpret inputs, or reflect biases present in training data.

AI systems are decision-support tools only and are not a substitute for human judgment, professional expertise, or independent verification.

11.2 Human Review Requirement

All AI-generated outputs, insights, recommendations, and automations must be reviewed, validated, and approved by a qualified human before being relied upon or acted upon.

This requirement is especially critical for, but not limited to:

• Medical, health, or diagnostic decisions
• Legal, regulatory, or compliance decisions
• Financial, tax, or investment decisions
• Safety-critical, life-supporting, or mission-critical systems

Principal assumes full responsibility for decisions made based on AI outputs.

11.3 High-Risk Use Prohibited

Unless explicitly agreed in writing with appropriate safeguards, Service Provider’s AI systems are not intended for use in high-risk or regulated contexts, including but not limited to:

• Life support systems
• Emergency services dispatch
• Medical diagnosis or treatment planning
• Aviation, transportation, or heavy equipment control
• Weapons, surveillance, or military systems

Principal agrees not to deploy AI solutions delivered under this Agreement in such contexts without separate written agreement and appropriate controls.

11.4 Data, Training, and Privacy

Principal is solely responsible for ensuring that any data provided to AI systems—including data used for prompts, training, fine-tuning, testing, or production use—is lawfully collected, properly licensed, and permitted for such use.

This includes compliance with privacy, consent, confidentiality, and cross-border data transfer requirements. Service Provider does not control and is not responsible for Principal’s data collection or data usage practices.

11.5 Third-Party AI Platforms

AI features may rely on third-party models, APIs, or platforms. Service Provider is not responsible for outages, performance issues, changes in functionality, pricing, availability, or policy changes of third-party AI providers.

11.6 No Warranty for AI Outputs

AI outputs are provided “as is” and “as available.” Service Provider makes no warranties regarding the accuracy, completeness, reliability, or suitability of AI-generated outputs for any particular purpose.

11.7 Indemnity for AI Use

Principal agrees to defend, indemnify, and hold harmless Service Provider from any claims, damages, losses, liabilities, or expenses arising out of:

• Reliance on AI outputs without proper human review
• Use of AI systems in prohibited or high-risk contexts
• Violation of privacy, consent, confidentiality, or data protection laws related to Principal’s data
• Decisions, actions, or outcomes based on AI-generated outputs

12. Confidentiality

Each Party agrees to keep confidential any non-public business, technical, financial, or proprietary information received from the other Party (“Confidential Information”) and to use such information solely for purposes of performing this Agreement.

Confidential Information does not include information that:

• Is or becomes publicly available without breach of this Agreement
• Was already known to the receiving Party without restriction
• Is independently developed without use of the other Party’s Confidential Information
• Is lawfully received from a third party without confidentiality obligations

A Party may disclose Confidential Information if required by law, regulation, or court order, provided it gives reasonable notice to the other Party where permitted.

Confidentiality obligations survive termination of this Agreement for three (3) years, except for trade secrets, which remain protected for so long as they remain trade secrets.

13. Limitation of Liability

To the maximum extent permitted by law:

Service Provider’s aggregate total liability arising out of or related to this Agreement shall not exceed the fees actually paid by Principal to Service Provider in the three (3) months immediately preceding the event giving rise to the claim.

In no event shall Service Provider be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to lost profits, lost revenue, lost data, reputational harm, or business interruption, even if advised of the possibility of such damages.

Any claims arising under this Agreement may be brought only against Service Provider as an entity, and not against its owners, officers, employees, contractors, or agents individually.

Nothing in this Agreement limits liability where such limitation is prohibited by applicable law.

14. Force Majeure

Service Provider shall not be liable for delays or failures in performance caused by events beyond its reasonable control, including but not limited to natural disasters, war, terrorism, labor disputes, power or internet failures, pandemics, governmental actions, or failures of third-party providers.

During a force majeure event, affected obligations are suspended for the duration of the event. Service Provider will use commercially reasonable efforts to resume performance as soon as practicable.

Force majeure does not excuse payment obligations for Services already rendered or costs already incurred.

15. Dispute Resolution and Governing Law

The Parties agree to first attempt to resolve any dispute arising out of or relating to this Agreement through good faith discussions.

If the dispute cannot be resolved informally, the Parties agree to participate in non-binding mediation before commencing arbitration, unless such mediation would be futile.

Any dispute not resolved through mediation shall be resolved by binding arbitration conducted in the Commonwealth of Pennsylvania, under Pennsylvania law, in accordance with the rules of the American Arbitration Association (AAA) or another mutually agreed arbitration provider.

Nothing in this section prevents Service Provider from seeking injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property, confidential information, or to recover unpaid fees.

16. Attorney Fees

In any legal action, arbitration, or proceeding arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover its reasonable attorney fees, costs, and expenses from the non-prevailing Party.

This provision survives termination of this Agreement.

17. Entire Agreement

This Agreement, together with any applicable Statements of Work, represents the entire agreement between the Parties and supersedes all prior or contemporaneous discussions, proposals, representations, or agreements, whether written or oral.

This Agreement may be amended only by a written document signed by both Parties, except for updates made by Service Provider in accordance with the “Last Updated” provision of this Agreement.