Legal

Master Services Agreement

Last updated: May 19, 2026

This Master Services Agreement ("Agreement") governs all proposals, quotes, portal submissions, onboarding forms, invoices, and services provided by Macrolight Builder.

1. Parties

This Agreement is entered into between Macrolight Builder LLC ("Company", "we", "us", or "our") and the client accepting services ("Client", "you", or "your").

2. Purpose

The purpose of this Agreement is to establish the legal terms governing website development, digital marketing, branding, automation, hosting, SEO, CRM, analytics, advertising, content, and related services provided by Company.

3. Service Structure

Client may submit requests for services through the Macrolight Builder portal, onboarding forms, written communications, or direct proposals. Company may review and revise requested scope, pricing, deliverables, or timelines before issuing a final proposal or quote.

Any proposal, invoice, onboarding form, portal selection, statement of work ("SOW"), or quote issued by Company is incorporated into and governed by this Agreement.

4. Base Plans

Company currently offers Starter, Growth, and Pro service plans. Features, pricing, and included services may change at Company's discretion for future agreements.

Portal pricing is estimated and subject to final review and approval by Company.

5. Add-On Services

Client may request additional one-time or recurring services including branding, CRM setup, email marketing, SEO, analytics, advertising management, content creation, automation services, and related digital marketing services.

Recurring monthly services require an initial minimum commitment of three (3) consecutive billing months. Following the initial commitment period, services shall continue on a month-to-month basis until terminated by either Party with thirty (30) days written notice.

6. Payment Terms

One-time setup fees, build fees, implementation charges, and other non-recurring project fees are due upfront unless otherwise agreed in writing.

Recurring monthly services are billed in advance on a monthly basis.

Recurring monthly services require an initial minimum commitment of three (3) consecutive billing months. Following the initial commitment period, services shall continue on a month-to-month basis until terminated by either Party with thirty (30) days written notice.

Client authorizes Company to automatically charge the payment method provided through Stripe or other approved billing platforms for recurring monthly services, hosting, maintenance, subscriptions, advertising management, and related fees.

Client agrees to maintain valid and current payment information during the active service term.

Payments not received within five (5) calendar days of the due date may result in:

• suspension of services,
• paused deployments,
• hosting interruption,
• removal of access,
• additional fees,
• or account termination.

Company reserves the right to pause work until outstanding balances are paid.

Client is responsible for any chargeback fees, collection costs, attorney fees, or payment processing penalties incurred due to disputed or reversed charges initiated without valid legal basis.

7. No Refunds

Due to the custom nature of digital development and marketing services, all payments are non-refundable once work has commenced.

Deposits, setup fees, implementation fees, and billed recurring services are non-refundable.

Company does not guarantee business outcomes, lead generation results, search rankings, revenue growth, or advertising performance.

8. Client Responsibilities

Client agrees to provide timely approvals, content, credentials, feedback, and requested information. Delays caused by Client may extend project timelines.

Client represents that it owns or has legal rights to all materials submitted to Company.

9. Project Delays & Abandonment

Client agrees to provide requested content, approvals, credentials, feedback, and other required materials in a timely manner.

Project timelines, delivery dates, and launch schedules may be delayed if Client fails to provide required information, approvals, or access.

If Client becomes unresponsive for more than thirty (30) days, Company may pause the project and reallocate scheduling or development resources.

Projects inactive for more than sixty (60) days due to Client delay, inactivity, missing materials, or lack of communication may require:

• repricing,
• revised timelines,
• reactivation fees,
• updated proposals,
• or rescheduling based on Company availability.

Company shall not be responsible for delays caused by Client inactivity, third-party providers, hosting issues, domain providers, external vendors, or circumstances outside Company's control.

10. Revisions & Scope Changes

Minor revisions may be included depending on the selected service plan, proposal, or statement of work.

Major redesigns, additional functionality, new page creation, expanded integrations, copywriting changes, automation requests, or other requests outside the originally agreed scope may require additional fees, revised timelines, or separate written approval.

Company reserves the right to determine whether requests fall outside the original project scope.

Any requests outside the originally agreed scope may require:

• a revised proposal,
• separate statement of work,
• written change order,
• adjusted delivery schedule,
• or additional billing.

Client approvals, feedback, requested revisions, or change requests may impact project timelines and launch schedules.

Unless otherwise stated in writing, Company is not responsible for revisions or redevelopment resulting from:

• third-party platform changes,
• expired integrations,
• unsupported software,
• or Client-requested modifications after approval or launch.

11. Hosting, Platforms, & Third-Party Services

Company may utilize third-party platforms including Vercel, Stripe, Google Workspace, Microsoft 365, HubSpot, Mailchimp, Klaviyo, Google Ads, OpenAI, analytics providers, and similar services in connection with Client services.

Websites may be hosted under Company-managed infrastructure and deployment environments, including Company-managed Vercel accounts.

Client retains ownership of all domain names associated with the project. Company may assist with DNS management, deployment configuration, domain connection, and technical setup services.

Company reserves the right to pause deployments, hosting services, maintenance, monitoring, or related services for unpaid balances after thirty (30) days past due.

Following completion of the required minimum service term and payment of all outstanding balances, Client may request:

• transfer of the domain,
• export of website files,
• or migration assistance.

Company's standard migration deliverable shall consist of a Next.js project export unless otherwise agreed in writing.

Client acknowledges that third-party outages, hosting failures, platform policy changes, security vulnerabilities, account suspensions, or service interruptions are outside Company's control.

12. Acceptable Use

Client agrees not to use Company services, hosting environments, websites, automations, domains, deployments, or related systems for:

• illegal activity,
• fraudulent conduct,
• spam,
• malware distribution,
• copyright infringement,
• deceptive advertising,
• unauthorized data collection,
• phishing,
• or violations of applicable laws or third-party platform policies.

Company reserves the right to suspend, restrict, or terminate services for violations of this section.

13. Intellectual Property & Ownership

Client retains ownership of all original content, logos, branding, images, trademarks, and materials supplied by Client.

Unless otherwise agreed in writing, Company retains ownership of:

• website source code,
• internal frameworks,
• reusable code libraries,
• automation systems,
• backend tooling,
• templates,
• proprietary methodologies,
• and related development assets created by Company.

Client is granted a non-exclusive, non-transferable license to use completed deliverables during the active service term.

Upon:

• completion of the required minimum service term,
• full payment of all outstanding balances,
• and written request by Client,

Company may transfer ownership of the applicable website codebase and related deliverables to Client.

Company's standard transfer format shall consist of a Next.js project export unless otherwise agreed in writing.

Company reserves the right to retain and reuse general development knowledge, coding techniques, workflows, frameworks, and non-client-specific components developed during the project.

14. Portfolio & Marketing Rights

Unless otherwise agreed in writing, Company may display completed work, screenshots, project descriptions, logos, and non-confidential deliverables for marketing, portfolio, social media, or case study purposes.

15. Marketing & SEO Disclaimer

Company does not guarantee:

• search engine rankings,
• keyword positions,
• ad performance,
• conversion rates,
• traffic increases,
• lead volume,
• customer acquisition,
• or financial results.

Search engine algorithms, advertising platforms, social media platforms, and ranking systems are controlled by third parties and may change without notice.

Marketing, SEO, advertising, and content performance depend on numerous external factors outside Company's control, including:

• market competition,
• industry conditions,
• platform policy changes,
• algorithm updates,
• client response times,
• budget levels,
• and third-party platform performance.

Client acknowledges that digital marketing results may vary and that Company makes no guarantees regarding specific outcomes or business performance improvements.

16. AI Services Disclaimer

Client acknowledges that AI-generated content, chatbot responses, automations, recommendations, and related outputs may contain inaccuracies, incomplete information, unexpected behavior, or unintended results.

Company does not guarantee the accuracy, reliability, legality, availability, or performance of AI-generated outputs or third-party AI services integrated into Client projects.

Client is responsible for reviewing, approving, and monitoring all AI-generated content, chatbot interactions, automations, and related outputs before relying on such outputs for business, legal, medical, financial, operational, or customer-facing purposes.

Company shall not be liable for damages, losses, claims, interruptions, inaccurate outputs, or business impacts arising from:

• AI-generated content,
• automated workflows,
• chatbot interactions,
• third-party AI platform outages,
• model inaccuracies,
• hallucinations,
• or changes made by external AI providers.

Client acknowledges that AI systems and third-party AI providers may change functionality, pricing, features, policies, or availability without notice.

17. Term & Termination

Either Party may terminate recurring services with thirty (30) days written notice.

Termination does not waive unpaid balances owed for completed work or active billing periods.

Company reserves the right to terminate services immediately for non-payment, abuse, fraud, illegal activity, or harassment.

18. Limitation of Liability

To the fullest extent permitted by law, Company shall not be liable for any indirect, incidental, consequential, special, exemplary, punitive, or lost profit damages arising out of or relating to this Agreement or the services provided.

Company does not guarantee uninterrupted uptime, continuous availability, or error-free operation of websites, hosting environments, deployment systems, automations, integrations, third-party platforms, advertising systems, search engine rankings, monitoring services, or related services.

Client acknowledges that no website, hosting environment, platform, online service, automation system, or third-party provider can be guaranteed completely secure or uninterrupted.

Company shall not be liable for:

• security breaches,
• malware,
• unauthorized access,
• data loss,
• website compromises,
• downtime,
• hosting interruptions,
• search engine ranking changes,
• advertising platform issues,
• third-party outages,
• automation failures,
• AI-generated inaccuracies,
• or service interruptions resulting from:
  • Client actions or negligence,
  • weak or reused passwords,
  • unauthorized modifications,
  • third-party plugins, integrations, or software,
  • account sharing,
  • phishing or social engineering attacks,
  • hosting or infrastructure provider failures,
  • domain or DNS provider issues,
  • external cyberattacks,
  • changes made by third-party platforms,
  • or software, services, systems, or infrastructure outside Company's control.

Client is responsible for maintaining the security of credentials, accounts, third-party services, domains, DNS providers, and access permissions under Client's control.

If Company determines that Client actions, third-party modifications, external systems, or unauthorized changes materially contributed to a security issue or website compromise, Company shall not be responsible for resulting damages, restoration costs, downtime, lost revenue, or related losses.

Company's total liability under this Agreement shall not exceed the total amount paid by Client to Company during the prior three (3) months immediately preceding the event giving rise to the claim.

In any action arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover reasonable attorney fees, court costs, and collection expenses.

19. Indemnification

Client agrees to indemnify, defend, and hold harmless Company, its owners, employees, contractors, affiliates, and agents from and against any claims, liabilities, damages, losses, costs, expenses, or legal fees arising out of or related to:

• Client content,
• Client business activities,
• misuse of services,
• violations of law,
• intellectual property disputes,
• or Client's breach of this Agreement.

This obligation shall survive termination of this Agreement.

20. Force Majeure

Company shall not be liable for any delay, interruption, failure, or inability to perform services resulting from causes beyond its reasonable control, including but not limited to:

• acts of God,
• natural disasters,
• severe weather,
• fire,
• flood,
• war,
• terrorism,
• labor disputes,
• internet outages,
• cyberattacks,
• power failures,
• hosting failures,
• domain or DNS provider failures,
• third-party platform outages,
• government actions,
• supply chain disruptions,
• or failures of external vendors, infrastructure providers, or communication systems.

Any deadlines, timelines, or delivery schedules affected by such events shall be reasonably extended for the duration of the delay or interruption.

Company shall make commercially reasonable efforts to resume services as soon as reasonably practicable following the resolution of the force majeure event.

21. Confidentiality

Both Parties agree to maintain confidentiality regarding non-public business information shared during the relationship, except where disclosure is required by law.

22. Governing Law

This Agreement shall be governed by the laws of the State of Michigan. Any disputes shall be resolved within courts located in Michigan.

23. Acceptance

Client accepts this Agreement by electronically signing, approving a proposal, submitting a portal request, making payment, or using Company services.

Such actions constitute full acceptance of these terms.

24. Electronic Signatures

Electronic signatures, digital approvals, online acceptances, payments, portal submissions, invoices, onboarding forms, and electronic communications shall be deemed legally binding and enforceable to the fullest extent permitted by applicable law.

Client acknowledges that submission of forms, acceptance of proposals, payment of invoices, or use of Company services may constitute valid acceptance of this Agreement.

25. Entire Agreement

This Agreement constitutes the entire understanding between the Parties and supersedes all prior communications or agreements.

Any modifications must be made in writing.

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