This Master Service Agreement (the “Agreement”) outlines the standard terms and conditions between 321 the Agency, LLC (“Agency”), located at 121 S Orange Ave, Unit 980N, Orlando, FL 32801, and its clients (each a “Client”).
By engaging 321 the Agency, LLC for any services, Client agrees to the following terms:
1. Scope of Services
Agency provides marketing services including, but not limited to, branding, social media management, web design, paid media, CRM setup, artificial intelligence solutions, sales funnels, and other marketing-related services (“Services”). Specific deliverables and scopes will be detailed in Statements of Work or Order Form (“SOW”).
2. Payment Terms
Payments are due and payable in full in advance at the start of each engagement. Recurring retainer engagements automatically renew every thirty (30) days unless terminated by either party with a minimum of thirty (30) days’ written notice.
3. Late Payment
Late payments are subject to industry-standard late payment penalties of 10% after 15 days. Non-payment may result in suspension of Services until full payment is received.
4. Ownership and Usage
Upon receipt of full payment, Client will own all work products created specifically for their business by Agency as “work-for-hire.” Partial or non-payment will result in Agency retaining full ownership and intellectual property rights to all work performed.
5. Portfolio Rights
Agency reserves the right to showcase completed work, utilize client testimonials, and use Client’s brand likeness in its portfolio, website, social media, and marketing materials.
6. Confidentiality
Both parties agree to maintain confidentiality regarding all proprietary and sensitive information exchanged during and after the term of the engagement.
7. Termination
Either party may terminate an engagement with a thirty (30) day written notice. 321 Media may termination can occur upon breach of material terms.
8. Non-Solicitation
Clients agree not to solicit or hire any Agency employees, contractors, subcontractors, or representatives during the term of engagement and for two (2) years following termination. Violation will result in payment to Agency equal to two times (2x) the annual compensation of the solicited individual.
9. Dispute Resolution
Disputes will first undergo mediation in Orange County, Florida. If unresolved, litigation shall occur exclusively in Orange County, Florida, with each party bearing their own legal fees.
10. Change Orders
Changes or additional work requests outside the initial scope may be approved via email, text, or other agreed-upon written methods.
11. Additional Fees
Client acknowledges that there may be additional fees beyond standard service fees, particularly for the use of the 321 CRM platform. These additional costs may include, but are not limited to, purchasing phone numbers, 10DLC A2P fees, email and SMS messaging fees, and any other additional services or subscriptions Client elects to utilize.
12. Liability Limitation
Agency’s maximum liability arising out of or relating to this Agreement, regardless of the form of action, shall be limited to the amount equivalent to one month’s fee paid by the Client for the services provided by Agency.
13. Indemnification
Client agrees to indemnify, defend, and hold harmless Agency, its affiliates, officers, directors, employees, consultants, agents, suppliers, and resellers from any and all third-party claims, liability, damages, and/or costs (including, but not limited to, attorneys’ fees) arising from Client’s use of the Services, Client’s violation of this Agreement, or the infringement or violation by Client or any other user of Client’s account, of any intellectual property or other rights of any person, entity, or applicable law.
14. Governing Law
This Agreement is governed by the laws of the State of Florida, excluding conflict of law principles.
15. Entire Agreement
This Agreement, along with any associated Statements of Work, constitutes the full understanding between Agency and Client, superseding any prior agreements or representations.
16. Notices
All legal notices and communications must be directed to Agency at the address provided above or via email at legal@go321.com
17. Performance Disclaimer
Agency makes no guarantees or representations regarding the outcomes, effectiveness, or success of any services provided under this Agreement. Results may vary based on various factors outside the control of the Agency, including market conditions, client engagement, and third-party platforms or services.
18. Amendments
Agency reserves the right to update this Agreement at any time. Clients are responsible for reviewing the terms regularly. Continued engagement after any changes constitutes acceptance of the new and updated terms.