Last updated: December 2025
This Master Service Agreement (“Agreement”) is entered into between Binnie Media (“Company”) and the undersigned client (“Client”). This Agreement governs all digital marketing and related services provided by the Company to the Client, including but not limited to website design and development, search engine optimization (SEO), paid digital advertising, organic social media management, email marketing, text message marketing, branding, review management, local business claiming, analytics, consulting, and related services (“Services”).
1. Parties
The “Client” refers to any entity, business, organization, or individual engaging Binnie Media for digital advertising, marketing, creative, consulting, or related services. The “Company” refers to Binnie Media and its affiliates, contractors, and representatives.
2. Confidentiality
Each party agrees to use Confidential Information solely for purposes of performing under this Agreement and to protect such information with at least the same degree of care used to protect its own non-public information.
Confidential Information does not include information that:
· is intended for public distribution as part of marketing or advertising,
· is publicly available through no fault of the receiving party,
· is independently developed without reference to the other party’s information, or
· must be disclosed pursuant to law or legal process.
The Company may share Client information with employees, contractors, vendors, and platform partners as reasonably necessary to perform the Services.
3. Client Representations & Warranties
The Client represents and warrants that:
a) It owns or has obtained all necessary rights, licenses, consents, releases, and permissions for all content, materials, data, creative assets, claims, trademarks, images, videos, copy, testimonials, offers, and other materials provided to the Company (“Client Materials”).
b) Client Materials do not infringe, misappropriate, or violate any intellectual property, privacy, publicity, contractual, or other rights of any third party.
c) All advertising claims, promotions, testimonials, pricing, disclosures, and offers are truthful, substantiated, and compliant with applicable laws and regulations, including but not limited to FTC, FDA, TCPA, CAN-SPAM, COPPA, state consumer protection laws, and any platform-specific advertising policies.
d) Any use of names, likenesses, voices, images, reviews, or endorsements has been properly authorized.
e) Client Materials do not contain unlawful, deceptive, defamatory, discriminatory, abusive, fraudulent, or unsafe content.
4. Indemnification
The Client agrees to defend, indemnify, and hold harmless Binnie Media and its officers, employees, contractors, and agents from and against any and all claims, damages, losses, liabilities, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
a) Client Materials; b) Allegations that Client Materials infringe or violate third-party rights; c) Regulatory or governmental actions related to Client advertising or marketing; d) False, misleading, or unsubstantiated advertising claims; e) Client’s breach of this Agreement or applicable law.
This obligation survives termination of this Agreement.
5. Licensing & Verification Disclaimer
The Company is not responsible for verifying the ownership, legality, licensing, accuracy, or regulatory compliance of Client Materials. The Client assumes full responsibility for ensuring all Client Materials are properly licensed, approved, and legally permissible for use.
6. Governing Law & Venue
This Agreement shall be governed exclusively by the laws of the State of New Hampshire, without regard to conflict-of-laws principles. Any dispute arising under or relating to this Agreement shall be brought exclusively in the state courts located in Merrimack County, New Hampshire, and the parties irrevocably consent to such jurisdiction and venue.
7. Product-Specific Terms of Service
Certain products and services offered by Binnie Media Digital may be subject to additional, product-specific terms and conditions (“Product Terms”), which are incorporated into this Agreement by reference. By purchasing or engaging any of the products or services listed below, Client agrees to be bound by the applicable Product Terms, in addition to these Digital Services Terms & Conditions.
Product Terms by Service
SEO Services – [SEO Terms]
Website Maintenance Plans – [Website Maintenance Terms]
8. Right to Display Work & Attribution
Client acknowledges and agrees that Binnie Media may reference the Client relationship and display Client’s name, logo, and completed project work as part of Binnie Media’s portfolio, case studies, and marketing materials, provided that no confidential, non-public, or sensitive information is disclosed.
9. Term & Renewal
This Agreement begins on the date of execution and will remain in effect for the duration outlined in the service term of the contract. Upon expiration of the service term, services will conclude unless a new agreement is executed by both parties.
Individual Statements of Work, service schedules, or campaign terms may have their own timelines, which survive termination of this Agreement.
10. Termination
10.1 Termination of the Agreement
Either party may terminate this Agreement with or without cause upon thirty (30) days’ written notice.
10.2 Effect of Termination
Upon termination:
· The Client remains responsible for all fees incurred through the effective termination date.
· Any prepaid or committed third-party costs are non-cancelable and non-refundable.
· The Company may immediately suspend Services for non-payment or legal risk.
11. Payment Terms
a) All invoices are due upon receipt unless otherwise stated in writing. b) Past-due balances accrue interest at 1.5% per month or the maximum rate permitted by law. c) The Company may suspend Services for unpaid balances without liability. d) The Client agrees not to initiate credit card or ACH chargebacks for undisputed amounts. e) The Client is responsible for all reasonable collection costs, including attorneys’ fees.
12. Non-Refundable Services
All fees paid to the Company are non-refundable.
Once Services begin, fees represent compensation for time reserved, labor performed, resources allocated, and third-party costs incurred. Client dissatisfaction, changes in strategy, or non-use of deliverables do not entitle the Client to refunds, credits, or fee reductions.
13. Digital Advertising & Performance Disclaimer
a) No Performance Guarantees. Unless expressly stated in writing, the Company does not guarantee impressions, clicks, rankings, conversions, engagement, revenue, or specific performance outcomes.
b) Platform Dependency. Results depend on third-party platforms (e.g., Google, Meta, email/SMS providers), algorithms, competition, and market conditions beyond the Company’s control.
c) Sole Remedy. If contracted digital deliverables are not provided, the Client’s sole remedy is re-performance or service credit, at the Company’s discretion. No cash refunds apply.
14. Ownership of Deliverables
14.1 Client Deliverables
Upon full payment, the Client receives a non-exclusive, perpetual license to use final deliverables created specifically for the Client.
14.2 Company IP
The Company retains all ownership rights in its tools, systems, templates, methodologies, software, processes, and derivative works. No ownership transfer is implied.
14.3 Third-Party Materials
Use of stock assets, fonts, software, plugins, or licensed elements remains subject to third-party terms and may require additional fees or renewals.
15. Default
The Company may suspend or terminate Services for non-payment, legal or regulatory risk, abusive conduct, or use of advertising that violates law or platform policies. The prevailing party in any enforcement action is entitled to recover reasonable attorneys’ fees and costs.
16. Prejudgment Remedy Waiver
To the fullest extent permitted by law, the Client waives notice and hearing requirements related to prejudgment remedies and authorizes attachment or garnishment of funds held in New Hampshire financial institutions.
17. Waiver of Jury Trial & Class Actions
Both parties irrevocably waive trial by jury and agree that all claims must be brought individually, not as class, collective, or representative actions.
18. Additional Provisions
a) Scope Control. Services outside the Scope of Work require written approval. b) Client Inputs. Client delays extend timelines. c) Third-Party Systems. No liability for outages or failures outside Company control. d) Ad Spend. Advertising budgets are separate from service fees unless stated otherwise. e) No Reliance. Client has not relied on representations outside this Agreement. f) Force Majeure. No liability for events beyond reasonable control. g) Assignment. Company may assign; Client may not without consent. h) Severability. Invalid provisions do not affect the remainder. i) Amendments. Must be in writing and signed. j) Survival. Key provisions survive termination.
19. Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, proposals, or communications.
20. Content/ Creative Process & Revision Policy
Creative work is inherently iterative and exploratory. Concepts presented may evolve through collaboration and feedback before final approval. Revision scope, timelines, and deliverables are defined in the applicable proposal or statement of work. Significant changes to direction after approval may require additional time or fees.
Full Creative Process & Revision Policy can be found [here].