Master Service Agreement & Terms of Service

1. Services & Onboarding Scope

Innovate Media Solutions LLC ("IMS", "Agency") provides web engineering, customer relationship management (CRM) software setups, search engine optimization (SEO), and digital media services to the client ("Client").

1.3 Material Delivery Policy: Client agrees to provide all required onboarding assets (logos, images, text details, and domain credentials) within 14 business days of signing or checkout. If Client fails to provide required materials within 14 business days, IMS reserves the right to publish the web system using verified trade template content to maintain project schedules. Subsequent custom revisions requested after 14 business days shall be billed at standard hourly maintenance rates ($125/hr).

2. Ownership & Asset Transfer Rights

2.2 Transfer of Code & Assets: IMS retains sole intellectual property ownership of all custom website code, software scripts, and automated workflow configurations during the initial 12-month agreement term. Client receives full asset transfer rights to custom web design code, domain connections, and creative assets upon either: (a) completing 12 consecutive monthly recurring billing cycles, or (b) paying the early buyout fee specified in Section 8.3.

6. Billing, Grace Periods & Pass-Through Usage

6.1 Billing & Grace Period: Monthly subscription fees are billed automatically on a 30-day recurring cycle via credit card or ACH. A 5-business-day grace period is provided for failed payments. If payment remains outstanding after 5 business days, services and active website hosting may be suspended until account balance is brought current.

6.2 Telephony & SMS Pass-Through Costs: Automated text message (SMS), phone call routing, and email carrier delivery fees are billed separately at direct carrier cost through the CRM platform.

8. Term, Setup Fee Waiver & Early Cancellation Fee

8.1 Agreement Term & Due Today Amount: All website packages carry an initial non-cancelable 12-month commitment. Due at checkout is the first month's recurring subscription fee plus any selected setup fees or one-time add-ons.

8.2 Setup Fee Waiver: IMS waives the standard $1,995 infrastructure setup fee in exchange for Client's 12-month agreement commitment.

8.3 Early Cancellation Buyout Fee: If Client terminates services prior to fulfilling the 12-month agreement term, Client agrees to pay an early cancellation buyout fee equal to $1,995.

9. Disclaimers & Performance Exclusions

IMS makes no specific guarantees regarding organic search rankings, specific lead volumes, or revenue performance. All services are provided "as is" with professional diligence.