Advantagy Master Services Agreement (MSA)
for Argo 34 Inc dba Advantagy
Last Updated: 9/1/2025
1. Introduction
These Terms and Conditions (“Agreement”) govern the use of services provided by Advantagy, LLC (“Advantagy”). By engaging our services, the business or individual who has authorized an associated subscription, work order or invoice (“Client”) agrees to comply with and be bound by the terms outlined in this Agreement.
2. Services
Scope of Services: Advantagy will provide marketing, consulting, and creative services as detailed in the Service Agreement, Statement of Work (SOW), or Proposal provided to the Client.
Start Date & Term: The start date for services will be the date of signature unless otherwise specified (“Start Date”). The Agreement continues while any active scope of work remains in effect.
3. Client Responsibilities
Access and Permissions: The Client will provide Advantagy with access to all necessary websites, accounts, analytics tools, and other resources required to perform the Services.
Content: The Client is responsible for providing accurate, complete, and up-to-date content, including text, images, videos, or other materials necessary for deliverables.
Timely Communication: The Client agrees to provide prompt feedback and approvals to enable Advantagy to meet timelines and maintain project momentum.
4. Fees and Payment
Fees: Fees are detailed in the applicable SOW or Proposal.
Payment Terms: Payment is due upon receipt of the invoice unless otherwise agreed in writing.
Late Payments: Overdue balances may incur a 1% per month late fee or the maximum allowed by law.
Payment Method: Payments may be made via ACH or credit card (3% processing fee applies).
5. Performance and Guarantees
Advantagy will perform Services using industry best practices and reasonable care. However, due to variables such as algorithm updates, market conditions, and third-party changes, Advantagy cannot guarantee specific outcomes, rankings, or ROI.
Third-Party Changes: Advantagy is not responsible for performance impacts resulting from search engine algorithm updates, competitor actions, or platform policy changes.
6. Confidentiality
Both parties agree to keep all confidential information private and not disclose it to third parties without prior written consent, except as required by law.
Data Protection: Advantagy complies with all applicable data protection and privacy laws.
7. Warranty
Advantagy warrants that services will be provided in a professional and timely manner, consistent with industry standards. Due to factors outside of Advantagy’s control (e.g., search algorithm updates, market shifts), no guarantee is made regarding specific results or ROI.
8. Term and Termination
Term: This Agreement commences on the Start Date and remains active while any SOW is in effect.
Termination for Convenience: Either party may terminate at the end of the Initial Term with 30 days’ written notice.
Termination for Cause: Either party may terminate immediately if the other breaches a material term and fails to remedy within 15 days of written notice.
Upon termination, the Client shall pay for all Services rendered up to the termination date.
9. Limitation of Liability
To the maximum extent permitted by law, Advantagy’s total liability for any claim arising under this Agreement is limited to the total fees paid for the affected Services.
Advantagy is not liable for any indirect, incidental, consequential, or punitive damages, or for any loss of profits, data, or business opportunities.
10. Indemnification
The Client agrees to indemnify and hold Advantagy harmless from any claims, damages, or costs (including reasonable attorneys’ fees) arising out of the Client’s misuse of Services, content provided, or breach of this Agreement.
11. Non-Solicitation of Personnel
During the term of this Agreement and for one (1) year following its termination, the Client agrees not to solicit, recruit, or hire any Advantagy employee, nor encourage any such employee to leave their employment. This does not restrict general job postings not directed toward Advantagy personnel.
12. Force Majeure
Neither party shall be held liable for failure to perform due to causes beyond their reasonable control, including but not limited to natural disasters, fire, civil unrest, pandemics, or labor disputes. The affected party shall make reasonable efforts to resume performance as soon as feasible.
13. Intellectual Property
All original materials, strategies, and creative assets developed by Advantagy remain its property until full payment is received. Upon payment, ownership of final deliverables transfers to the Client, excluding proprietary frameworks, internal tools, or licensed third-party materials.
Advantagy retains the right to display completed work in its portfolio and marketing materials unless the Client requests otherwise in writing.
14. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict-of-law principles. Venue for disputes shall be Sacramento County, CA.
15. Amendments and Entire Agreement
This Agreement constitutes the full understanding between the parties and supersedes any prior written or oral agreements. Any amendments must be made in writing and signed by both parties.
16. Severability
If any provision of this Agreement is held invalid, the remaining provisions shall remain in full force and effect.