Master Services Agreement

MAXPlaces will provide the digital marketing services described in the proposal, order form, or statement of work accepted by the Client (each, an “SOW”). Each SOW specifies the deliverables, scope, fees, and any tier or package selected. This Agreement and the applicable SOW together form the complete agreement for that engagement. If any term of an SOW conflicts with this Agreement, the SOW controls for that engagement only.

Services are limited to what is expressly stated in the SOW. Work requested outside that scope is addressed under Section 3 (Additional Work).

Client agrees to pay the fees stated in the applicable SOW. Unless an SOW states otherwise:

• One-time engagements (such as the AI Visibility Launchpad) are billed at acceptance, or as scheduled in the SOW.
• Recurring engagements and monthly add-ons are billed monthly in advance on a recurring basis to a valid credit or debit card on file, beginning at execution of the SOW.
• Fees do not include third-party advertising budgets (for example, amounts payable directly to Google, Meta, or similar platforms), which are the Client's responsibility.
• Recommended third-party software or services are billed at cost when approved by the Client in advance.

Invoices and recurring charges are due on receipt. MAXPlaces may suspend services for non-payment, late or failed payments, abusive conduct, illegal activity, security concerns, or Client breach until the issue is resolved. Suspension of services does not waive Client's obligation to pay fees due under the applicable SOW.

Work requested outside the scope of an accepted SOW — including expanded page counts beyond a package cap, implementation of recommendations, or new deliverables — is billed at MAXPlaces' standard rate of $150 per hour, or at a fixed price quoted and approved in advance. MAXPlaces will not begin out-of-scope work without Client approval.

To enable MAXPlaces to perform, Client agrees to:

• Provide timely access to the website, hosting, CMS, analytics, and any tools or accounts reasonably required (for example, content management logins, Google Analytics, or Search Console access).
• Provide accurate business information, brand facts, and any materials needed for deliverables.
• Represent that all materials supplied to MAXPlaces are accurate, lawful, and do not infringe the rights of any third party.
• Review and respond to MAXPlaces requests, drafts, and recommendations in a reasonable timeframe.

Delays in access, information, or approvals may extend delivery timelines. MAXPlaces is not responsible for delays caused by Client's failure to provide required access or materials.

Estimated timelines are estimates only and may vary based upon Client responsiveness, scope changes, third-party systems, and platform availability. Deliverables requiring Client approval will be deemed accepted if Client does not provide a material written objection within ten (10) business days after delivery.

MAXPlaces is not responsible for the performance of recommendations that Client elects not to implement or materially modifies after delivery. Client remains responsible for maintaining current backups of its website, databases, accounts, and digital assets. Although MAXPlaces exercises reasonable care, website modifications and third-party systems involve inherent risks.

One-time engagements conclude upon delivery and verification of the contracted deliverables.

Recurring engagements and monthly add-ons continue month-to-month until canceled. Either party may cancel a recurring engagement with thirty (30) days' written notice. For Client cancellations, notice must be received at least thirty (30) days before the next scheduled billing date (the “Billing Date”) to take effect at the end of the then-current monthly billing period. If MAXPlaces receives Client's written notice of cancellation fewer than thirty (30) days before the next Billing Date, the cancellation becomes effective at the end of the following monthly billing period, and Client remains obligated to pay the fees for that additional month. Client remains responsible for all fees accrued through the effective cancellation date. Cancellation of a recurring add-on does not entitle Client to a refund of one-time setup fees already paid.

Client acknowledges that search engines, AI systems, AI assistants, advertising platforms, social media platforms, online directories, review platforms, and other third-party services operate independently of MAXPlaces and may modify their algorithms, policies, interfaces, ranking systems, indexing practices, AI retrieval methods, advertising requirements, APIs, pricing, account rules, or functionality at any time without notice.

AI systems independently determine whether, when, and how content is crawled, indexed, retrieved, summarized, cited, recommended, ranked, or displayed. MAXPlaces may recommend or implement technical measures intended to improve machine readability, AI accessibility, search visibility, or structured content, including structured data, llms.txt, content credentials, entity optimization, and related technologies. These measures are designed to improve compatibility with current industry practices but do not create any obligation on the part of search engines, AI systems, or other third-party platforms to crawl, index, retrieve, summarize, cite, rank, recommend, or otherwise display Client's content.

Performance may also be affected by factors outside MAXPlaces' reasonable control, including competitor activity, changes to third-party platforms, outages, technical limitations, legal or regulatory changes, market conditions, or actions taken by Client. MAXPlaces is not responsible for failures, outages, pricing changes, policy changes, API changes, account suspensions, discontinued functionality, or security incidents involving third-party services.

MAXPlaces does not guarantee any specific search ranking, traffic level, lead volume, conversion rate, advertising performance, AI citation, inclusion in AI-generated answers, or other outcome. Deliverables that confirm an asset is correctly deployed and machine-readable do not guarantee that any AI engine, search platform, advertising platform, social media platform, online directory, review platform, or other third-party service will surface, cite, include, approve, or display it. MAXPlaces commits to performing services competently and in accordance with industry best practices, not to a guaranteed result.

Client retains all intellectual property rights in source materials the Client provides (for example, design, code, copy, and photography) and in the website content and code updates produced for the Client in connection with an engagement. MAXPlaces makes no claim to rights in work product delivered to the Client.

MAXPlaces retains all rights in its own proprietary methodologies, frameworks, tools, templates, software, pre-existing materials, and processes — including but not limited to the S.T.A.R. framework, LLMS Amplifier, the AI Info Page methodology, the EntityMap methodology, and the AI Readiness Score — and in any general knowledge, techniques, or know-how used or developed in performing services. To the extent any deliverable incorporates MAXPlaces' pre-existing materials, methodologies, software, templates, proprietary tools, or frameworks, ownership of those materials remains with MAXPlaces. Nothing in this Agreement transfers ownership of MAXPlaces' proprietary assets to the Client.

Each party may receive confidential information of the other. Each party agrees to protect the other's confidential information with reasonable care and to use it only to perform under this Agreement. This obligation does not apply to information that is or becomes public through no fault of the receiving party, was already known to the receiving party, is independently developed, or is required to be disclosed by applicable law. MAXPlaces may identify the Client as a client and describe work performed for portfolio, case-study, and marketing purposes unless the Client requests otherwise in writing.

To the maximum extent permitted by law, MAXPlaces' total liability arising out of or related to any engagement will not exceed the total fees paid by the Client for that engagement in the three (3) months preceding the event giving rise to the claim. Neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits or lost revenue, even if advised of the possibility.

Without limiting the foregoing, MAXPlaces will not be liable for any loss of rankings, search visibility, AI visibility, traffic, leads, sales, advertising performance, revenue, business opportunity, goodwill, anticipated profits, or similar commercial outcomes resulting from changes to search engines, AI systems, advertising platforms, competitors, market conditions, or other third-party services.

MAXPlaces will perform services in a professional and workmanlike manner. Except as expressly stated, services and deliverables are provided “as is,” and MAXPlaces disclaims all other warranties, express or implied, including implied warranties of merchantability and fitness for a particular purpose, to the extent permitted by law.

MAXPlaces provides marketing services only and does not provide legal, accounting, tax, financial, medical, or regulatory advice. Client is responsible for obtaining advice from qualified professionals for those matters.

MAXPlaces performs as an independent contractor. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship between the parties.

This Agreement is governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-laws principles.

MAXPlaces may update this Agreement from time to time. The version in effect at the time an SOW is accepted governs that engagement. Material changes will be reflected by the “Last updated” date above. Continued use of services after an update constitutes acceptance of the updated terms for new engagements.

This Agreement, together with the applicable SOW, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior discussions, proposals, and agreements. If any provision is found unenforceable, the remaining provisions remain in full effect.