This Master Services Agreement (“Agreement” or “MSA”) is entered into between CKreative Digital, an Ohio [LLC / sole proprietorship — confirm entity type] (“Company,” “we,” “us,” or “our”), and the client identified in the applicable Order Form, Statement of Work, or online checkout (“Client,” “you,” or “your”). By engaging the Company for any service, signing a Statement of Work, accepting a proposal, or completing an online checkout, Client agrees to be bound by this Agreement, the Privacy Policy, and any other policies referenced herein.
For purposes of this Agreement, the following capitalized terms have the meanings set forth below:
“Agreement” means this Master Services Agreement together with any incorporated Statements of Work, Order Forms, exhibits, addenda, and policies referenced herein.
“Client Content” means all data, text, images, code, designs, trademarks, copyrighted material, account credentials, and other content or materials provided by Client to Company in connection with the Services.
“Confidential Information” means non-public information disclosed by one party to the other in connection with this Agreement, as described in Section 12.
“Deliverables” means any tangible or intangible work product specifically created for Client and identified in a Statement of Work.
“Hosting Services” means web hosting, email hosting, and related infrastructure services provided by Company, including those delivered through reseller arrangements with third-party providers.
“Services” means all services Company provides under this Agreement, including without limitation website design and development, hosting, domain registration, email hosting, branding, digital strategy, automation, AI integration, search engine optimization, and ongoing website management.
“Statement of Work or SOW” means a written or electronic document (which may include a proposal, order form, or online checkout selection) describing specific Services, deliverables, fees, and timelines, agreed to in writing or electronically by both parties.
“Third-Party Services” means services or products provided to Client through Company’s resale, integration, or facilitation of third-party offerings, including but not limited to upstream hosting infrastructure, software-as-a-service applications, plugins, themes, and licensed content.
Company will provide the Services described in each applicable Statement of Work in accordance with this Agreement. Services may include, without limitation:
Each engagement is governed by a Statement of Work or by Client’s selection of a recurring service plan during checkout. The SOW (or selected plan) will specify the scope, deliverables, fees, schedule, and any service-specific terms. In the event of a conflict between this Agreement and an SOW, this Agreement controls unless the SOW expressly states that it is intended to override a specific provision of this Agreement and is signed by an authorized representative of Company.
Company may use subcontractors, freelancers, and third-party service providers to perform or deliver portions of the Services. Company remains responsible for the performance of its subcontractors but is not responsible for failures, outages, or actions of independent third-party providers (including upstream hosting providers, registrars, payment processors, and software vendors), except as expressly set forth in this Agreement.
Project-based work begins after Client (a) approves the SOW or proposal in writing or electronically, (b) pays any required deposit, and (c) provides any Client Content, credentials, or access required to begin the work.
If Client requests changes to the scope, deliverables, or schedule of an SOW, Company will provide a written change order describing the changes and any adjustment to fees and timeline. The change order takes effect when accepted by Client in writing or electronically. Work outside the scope of the original SOW is billable at Company’s then-current hourly rate unless otherwise agreed in the change order.
Unless otherwise specified in an SOW, Client is entitled to two (2) rounds of revisions per major project milestone. Additional revisions are billable at Company’s then-current hourly rate. If Client does not respond to a request for approval, content, or feedback within fourteen (14) days, the project may be paused. Company reserves the right to assess a re-mobilization fee of ten percent (10%) of the remaining project balance to resume paused work, and to release Company resources committed to the project.
Client agrees to:
(a) Provide accurate, current, and complete contact, billing, and account information, and update such information promptly when changes occur;
(b) Provide all required content, materials, credentials, and approvals in a timely manner;
(c) Maintain the security of any account credentials and notify Company promptly of any suspected unauthorized access;
(d) Comply with all applicable laws and the Acceptable Use Policy in Section 11;
(e) Maintain Client’s own backups of any content uploaded to or stored on the Hosting Services, in addition to any backups Company may provide as a courtesy;
(f) Pay all fees when due in accordance with Section 5;
(g) Respect the intellectual property rights of others and warrant that all Client Content is either owned by Client or properly licensed for the use Company is asked to make of it; and
(h) Cooperate reasonably with Company in the performance of the Services.
Client agrees to pay all fees set forth in the applicable SOW, plan selection, or order form. All fees are stated in U.S. dollars unless otherwise specified and are exclusive of any applicable taxes, which are Client’s responsibility unless prohibited by law.
Payments are processed through Stripe or other payment processors designated by Company. Client authorizes Company to charge the payment method on file for all amounts due, including recurring charges, until the engagement is canceled in accordance with this Agreement.
Unless an SOW specifies otherwise, project-based work requires:
For projects exceeding $5,000, Company may require milestone-based progress payments specified in the SOW.
Recurring services (including hosting, website management, retainers, and email hosting) are billed in advance on a monthly, quarterly, or annual cycle as selected by Client. Recurring charges automatically renew at the end of each billing period under Section 6.4.
Invoices for recurring services are due upon receipt. Hourly and ad-hoc work is invoiced monthly in arrears, due net fifteen (15) days from the invoice date.
Amounts not paid by the due date are subject to a late fee of one and one-half percent (1.5%) per month or the maximum rate permitted by Ohio law, whichever is less. If an account is past due more than fifteen (15) days, Company may, after written notice, suspend or terminate Services without further liability. Suspension of Hosting Services may result in website downtime and email outages. Reactivation of suspended Services may require payment of all past-due amounts plus a $50 reactivation fee.
Client must dispute any charge in writing to billing@ckreativedigital.com within thirty (30) days of the invoice date. After thirty (30) days, charges are deemed accepted and not subject to dispute, except as required by law or by the terms of Client’s payment provider.
Company offers the following prepayment discounts on eligible recurring hosting plans:
Prepayment discounts apply only to recurring shared and VPS hosting plan subscriptions. Discounts do NOT apply to: domain registrations or renewals; webmail or email hosting; one-time services (including website design, development, migration, branding, audits, and consulting); hourly support, retainers, or project-based work; third-party software, plugins, themes, or licenses; or setup, onboarding, or one-time configuration fees. Where an invoice contains a mix of eligible and ineligible items, the discount is calculated and applied as a per-line-item adjustment to eligible hosting items only.
Annual prepayment constitutes a 12-month service commitment. If Service is canceled before the end of the prepaid term, the prepayment discount is forfeited, and any refund will be calculated as the amount paid less (i) the standard non-discounted monthly rate for each month of Service used or partially used, and (ii) any non-cancellable third-party costs already incurred on Client’s behalf. Quarterly prepayments are non-refundable for the current quarter; cancellation takes effect at the end of the prepaid period.
Recurring service plans renew automatically on the same billing cadence and at the same discount tier unless Client provides written notice of cancellation or change at least fifteen (15) days prior to the renewal date. Client authorizes Company to charge the payment method on file for each renewal. Client may cancel auto-renewal at any time by submitting a written cancellation request to billing@ckreativedigital.com or through the SiteHub™ client portal.
Company may adjust pricing for recurring services with at least sixty (60) days’ written notice (provided by email to the address on file or through the SiteHub™ portal). If Client does not wish to accept the new pricing, Client may cancel the affected Service prior to the effective date of the change without further obligation beyond amounts already due.
Deposits for project-based work are non-refundable. Once a project has begun, fees paid for completed milestones or work performed are non-refundable. If Client terminates a project mid-engagement, Client is responsible for payment for all work performed through the termination date plus any non-cancellable third-party costs incurred.
Monthly recurring hosting and service fees are non-refundable. For quarterly and annual prepayments, refunds are calculated under Section 6.3.
Domain registration and renewal fees are non-refundable due to registry policies.
Fees paid for third-party services (including software licenses, plugins, premium themes, and third-party SaaS products) are non-refundable except as permitted by the applicable third-party provider.
New Hosting customers may request a full refund of the first month’s hosting fee within thirty (30) days of initial signup if not satisfied with the Service. This guarantee applies only once per Client, only to the first month of recurring hosting fees, and does not apply to setup fees, migration fees, domains, or any other charges.
Client retains all right, title, and interest in and to Client Content. Client grants Company a non-exclusive, worldwide, royalty-free license to use, copy, modify, display, transmit, and distribute Client Content solely as necessary to perform the Services.
Subject to full payment of all amounts due, Company assigns to Client all right, title, and interest in the final, customized Deliverables specifically created for Client under an SOW (such as custom website code, custom designs, and custom-written content). This assignment becomes effective only upon Company’s receipt of full payment.
Company retains all rights in any pre-existing tools, code libraries, frameworks, design templates, methodologies, know-how, software, and other materials owned by Company prior to the engagement or developed independently of the engagement (“Company Materials”). To the extent Company Materials are incorporated into the Deliverables, Company grants Client a non-exclusive, worldwide, perpetual, royalty-free license to use them solely as part of the Deliverables. Client acknowledges that Deliverables may also incorporate third-party open-source software, themes, plugins, fonts, stock imagery, and other licensed materials, which are subject to the licenses of their respective owners.
Unless Client expressly opts out in writing, Company may include the Deliverables, Client’s name, logo, and a description of the engagement in Company’s portfolio, case studies, and marketing materials. Company will not disclose Confidential Information in such materials.
All rights not expressly granted in this Agreement are reserved by the respective owner.
Hosting Services are provided through Company’s reseller and infrastructure relationships, including with WPMU DEV and other third-party providers. Specifications, features, and limits of each hosting plan are as described on Company’s website or in the applicable SOW.
Company will use commercially reasonable efforts to maintain the availability of Hosting Services. Company does not guarantee uninterrupted, error-free, or fault-tolerant service. Scheduled maintenance, third-party provider outages, force majeure events, and Client-caused issues are excluded from any availability calculation. Company does not provide a contractual uptime guarantee or service credits unless expressly stated in an SOW or service-specific addendum.
Company may make periodic backups of hosted websites as part of certain plans, but backups are provided as a courtesy and convenience and are not guaranteed. Client is solely responsible for maintaining its own current backups of all Client Content.
Each hosting plan includes specified limits for storage, bandwidth, CPU, RAM, and other resources. Sustained or excessive use beyond the plan’s reasonable allocation may result in performance throttling, plan upgrade requirements, or, in cases of severe abuse, suspension of Service. Company will use commercially reasonable efforts to notify Client before taking such action, except in cases of imminent harm.
Upon termination or non-renewal of Hosting Services, Client is responsible for retrieving Client Content prior to the termination date. Company will retain Client Content for thirty (30) days following termination, after which it may be permanently deleted. Company may, in its discretion, charge a reasonable fee for assisted data export requested after the termination date.
Domain registrations are processed through third-party registrars. Company facilitates registration but does not own or control the registry or registrar.
Domains registered on Client’s behalf are registered in Client’s name (or such other name as Client designates) and are owned by Client. Client is responsible for ensuring registrant contact information remains accurate and current.
Company may, at Client’s election, manage domain renewals on Client’s behalf. Auto-renewal of domains follows the procedures of Section 6.4. Domains that are not renewed will expire and may be lost; Company is not liable for the loss of expired domains.
Client may transfer a domain to another registrar at any time, subject to registry rules and any applicable transfer locks. Domain registration fees are non-refundable upon transfer.
Client may not use the Services to:
(a) Violate any applicable law, regulation, or third-party right;
(b) Distribute or store malware, viruses, or other harmful code;
(c) Send unsolicited bulk email (spam) or violate the CAN-SPAM Act, TCPA, or similar laws;
(d) Host or distribute child sexual abuse material, content that incites violence, or other illegal content;
(e) Infringe the intellectual property rights of others;
(f) Engage in cryptocurrency mining, denial-of-service attacks, port scanning, or other abusive network activity;
(g) Operate phishing sites, scam operations, or fraudulent services;
(h) Consume system resources in a manner that materially degrades performance for other users of shared infrastructure;
(i) Resell Hosting Services without prior written authorization from Company; or
(j) Engage in any other activity that Company reasonably determines to be abusive, harmful, or contrary to the spirit of this Agreement.
Violations may result in immediate suspension or termination of Services without refund. Company will notify Client where reasonably possible but reserves the right to act without prior notice in cases of severe or imminent harm.
Each party may receive non-public information from the other in connection with this Agreement (“Confidential Information”). The receiving party will use Confidential Information only to perform under this Agreement, will protect it with at least the same degree of care it uses for its own confidential information (and no less than reasonable care), and will not disclose it to third parties except to employees, contractors, and advisors who have a need to know and are bound by similar obligations. Confidential Information does not include information that (a) is or becomes public through no fault of the receiving party, (b) was known to the receiving party prior to disclosure, (c) is independently developed without reference to Confidential Information, or (d) is required to be disclosed by law or court order, provided that the receiving party gives reasonable notice (where legally permitted) to allow the disclosing party to seek a protective order.
This Agreement begins on the Effective Date and continues until terminated in accordance with this Section.
(a) Project Work. Either party may terminate an in-progress SOW for any reason with thirty (30) days’ written notice. Client remains responsible for fees for all work performed through the termination date and any non-cancellable third-party costs.
(b) Recurring Services. Either party may cancel recurring services as set forth in Section 6.4. Cancellation takes effect at the end of the then-current billing period, and no refund is provided for the unused portion of the period (except as permitted under Section 6.3 for prepaid annual terms).
Either party may terminate this Agreement or any SOW immediately upon written notice if the other party (a) materially breaches this Agreement and fails to cure within fifteen (15) days after written notice of the breach, (b) becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors, or (c) ceases to do business.
Upon termination of this Agreement or any SOW: (a) Client must pay all amounts owed for Services rendered through the termination date; (b) each party will return or destroy the other’s Confidential Information upon request; (c) Client must retrieve Client Content from Hosting Services within the period set forth in Section 9.5; and (d) provisions that by their nature should survive termination (including payment, intellectual property, confidentiality, indemnification, limitation of liability, and dispute resolution) will survive.
Company warrants that it will perform the Services in a professional and workmanlike manner consistent with industry standards. Client’s exclusive remedy and Company’s entire liability for breach of this warranty is, at Company’s option, re-performance of the deficient Services or refund of fees paid for the deficient Services, provided Client gives written notice within thirty (30) days of the deficient performance.
EXCEPT FOR THE LIMITED WARRANTY IN SECTION 14.1, THE SERVICES, DELIVERABLES, AND ANY THIRD-PARTY SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DEFECTS CAN OR WILL BE CORRECTED. COMPANY MAKES NO WARRANTIES REGARDING SEARCH ENGINE RANKINGS, TRAFFIC, REVENUE, CONVERSION RATES, OR ANY OTHER BUSINESS OUTCOMES.
15.3 The limitations in this Section apply regardless of the form of action and even if any limited remedy fails of its essential purpose.
Client will indemnify, defend, and hold harmless Company and its officers, employees, contractors, and affiliates from and against any claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Client Content, including any claim that Client Content infringes or misappropriates a third party’s intellectual property or violates applicable law; (b) Client’s breach of this Agreement; (c) Client’s violation of the Acceptable Use Policy; or (d) Client’s negligent or wrongful acts.
Company will indemnify, defend, and hold harmless Client from and against any third-party claim that the Deliverables, as delivered by Company and used by Client in accordance with this Agreement, infringe a U.S. copyright or registered U.S. trademark of a third party. Company’s obligation does not apply to (a) Client Content, (b) modifications made by anyone other than Company, (c) combinations of the Deliverables with other items not provided by Company, (d) third-party software or services, or (e) use of the Deliverables outside the scope of this Agreement.
The indemnified party will promptly notify the indemnifying party of any claim, allow the indemnifying party to control the defense and settlement (provided that no settlement that imposes liability or non-monetary obligations on the indemnified party may be made without the indemnified party’s consent, which will not be unreasonably withheld), and provide reasonable cooperation.
Neither party will be liable for any delay or failure to perform under this Agreement (other than payment obligations) due to events beyond its reasonable control, including acts of God, natural disasters, fire, flood, war, terrorism, civil disturbance, labor disputes, governmental action, internet or telecommunications failures, third-party provider outages, or pandemic-related restrictions. The affected party will use reasonable efforts to resume performance as soon as practicable.
This Agreement is governed by the laws of the State of Ohio, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
The parties will attempt in good faith to resolve any dispute informally before initiating any formal proceeding. Either party may initiate informal resolution by sending written notice describing the dispute. The parties will then have thirty (30) days to attempt resolution.
If informal resolution fails, any action arising out of or relating to this Agreement must be brought exclusively in the state or federal courts located in Summit County, Ohio. Each party consents to the personal jurisdiction and venue of such courts and waives any objection.
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.
The prevailing party in any action arising out of or relating to this Agreement is entitled to recover its reasonable attorneys’ fees and costs.
Notices under this Agreement must be in writing and sent (a) by email to legal@ckreativedigital.com (for Company) or to the email address Client has provided in its account information (for Client), or (b) by certified U.S. mail to the parties’ respective business addresses on file. Notices are effective upon receipt or, for email, upon confirmation of delivery (or, in the absence of a delivery failure notice, three business days after sending).
The parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship.
Client may not assign this Agreement without Company’s prior written consent. Company may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section is void.
This Agreement, together with any incorporated SOWs, exhibits, addenda, and policies (including the Privacy Policy and Website Terms of Use), constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, communications, and understandings, whether written or oral.
Company may modify this Agreement from time to time by posting an updated version on its website or providing written notice to Client. Modifications take effect thirty (30) days after posting or notice. Client’s continued use of the Services after the effective date constitutes acceptance. Material adverse changes affecting existing recurring services will not apply to such services until the next renewal.
If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.
No waiver of any provision is effective unless in writing and signed by the waiving party. A waiver of one breach is not a waiver of any subsequent breach.
This Agreement does not confer any rights on any third party.
Section headings are for convenience only and do not affect interpretation.
The parties agree that this Agreement may be accepted and executed by electronic means, including click-through, e-signature, or by the action of engaging Company’s Services. Electronic acceptance has the same legal force as a handwritten signature.
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CKreative Digital | ckreativedigital.com | legal@ckreativedigital.com