Master Services Agreement & Terms of Service

This Master Services Agreement (“Agreement”) is entered into between HomePro Digital LLC (“HomePro Digital,” “we,” “us,” or “our”) and the client identified on the applicable order form, proposal, or statement of work (“Client” or “you”). By signing a HomePro Digital proposal, paying an invoice, or using our services, you agree to the terms below.

1. Services

HomePro Digital provides marketing services for home-service companies, which may include strategy, paid media management (Google Ads, Meta Ads, Local Service Ads), SEO, content production, lead generation, CRM and automation setup, reporting, website design and development, hosting, and ongoing maintenance. The specific services, deliverables, and fees applicable to you are described in your signed proposal or statement of work (“SOW”), which is incorporated into this Agreement by reference.

2. Fees, Billing & Payment

Fees are described in your SOW and are billed monthly in advance unless otherwise stated. Ad spend, third-party software licenses, stock media, and similar pass-through costs are billed at cost and are the Client's responsibility. Invoices are due on receipt. Accounts more than 10 days past due may have services paused without notice; accounts more than 30 days past due may be terminated and referred to collections.

3. Term & Termination

This Agreement begins on the date your first SOW is signed and continues for the term stated in that SOW. After any initial term, the Agreement renews month-to-month unless either party gives written notice of non-renewal at least 30 days before the end of the current term. Either party may terminate for material breach if the other party fails to cure the breach within 15 days of written notice.

4. Website Included with Marketing Plan

4.1 What “included” means

While your marketing plan is active and in good standing, HomePro Digital will design, build, host, secure, back up, and maintain your website at no additional charge. This includes routine software updates, security patching, SSL renewal, uptime monitoring, and reasonable content updates tied to your active marketing strategy (for example, landing pages built for active campaigns).

The website is built on HomePro Digital's technology stack and hosted on HomePro Digital's infrastructure. The Client owns the content provided (logos, photos, written copy supplied by the Client). HomePro Digital owns the underlying website code, design system, templates, integrations, and infrastructure used to build and operate the site.

4.2 If you discontinue marketing services

If you cancel or do not renew your marketing plan, the included website is no longer free, because there is no longer a marketing relationship funding its hosting, maintenance, security, and support. At that point you may choose one of the following:

Option A — Buyout: one-time $2,000

For a one-time fee of $2,000 USD, HomePro Digital will transfer the website files and a static export of the site (HTML/CSS/JS, media assets, and database export where applicable) to you or a hosting provider of your choice. After buyout, HomePro Digital has no further obligation to host, maintain, support, or update the site, and the Client is responsible for all future hosting, security, updates, and support. Any proprietary HomePro Digital plugins, integrations, AI systems, or internal tooling that are part of HomePro Digital's shared platform are not transferred and will be removed or replaced with standard equivalents prior to handoff.

Option B — Hosting & Maintenance: $200/month

For $200/month, HomePro Digital will continue to host the site on our infrastructure and provide the following:

• Managed hosting with SSL, backups, and uptime monitoring
• Routine software updates and security patching
• Up to 2 hours per month of light support — for example, swapping a phone number, updating a service area, refreshing a photo, fixing a typo, or publishing a short content update

Support hours are use-it-or-lose-it — unused hours do not roll over to the next month or accumulate. Support time is reserved for light modifications and content updates; redesigns, new page builds, new features, integrations, custom development, and marketing services are out of scope and quoted separately. The hosting & maintenance plan is billed monthly and can be canceled with 30 days' written notice; if canceled, the buyout option in Section 4.1 (Option A) remains available at the then-current rate.

4.3 If hosting lapses

If both your marketing plan and your hosting & maintenance plan lapse and no buyout is completed, HomePro Digital reserves the right to take the site offline 30 days after the lapse. HomePro Digital will give written notice before doing so and offer a final opportunity to reinstate, buy out, or migrate.

5. Intellectual Property

The Client retains ownership of pre-existing Client materials (logos, brand assets, photographs, written content) provided to HomePro Digital. HomePro Digital retains ownership of all HomePro Digital tools, templates, frameworks, design systems, internal AI systems, automations, and proprietary code used to deliver services, including those used to build, host, and operate the Client's website. Upon a website buyout under Section 4.1, the Client receives a perpetual, non-exclusive, non-transferable license to use the delivered website files for the Client's own business.

6. Leads & Data

Leads generated through HomePro Digital marketing services belong to the Client. HomePro Digital will provide reasonable access to lead records during the term of the Agreement and a final export upon termination. HomePro Digital may retain aggregated, anonymized performance data for benchmarking and for improving services to other clients.

7. Confidentiality

Each party will protect the other's non-public business information with the same care it uses to protect its own confidential information, and at minimum a reasonable standard of care. This obligation continues for two years after termination of the Agreement.

8. Warranties & Disclaimers

HomePro Digital will perform services in a professional, workmanlike manner consistent with industry standards. HomePro Digital does not guarantee specific search rankings, lead volumes, conversion rates, return on ad spend, or revenue outcomes — marketing results depend on many factors outside our control, including market conditions, ad platform changes, Client responsiveness to leads, pricing, and service quality. EXCEPT AS EXPRESSLY STATED, SERVICES ARE PROVIDED “AS IS” AND HOMEPRO DIGITAL DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

9. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits or revenue, arising out of this Agreement. HomePro Digital's total aggregate liability under this Agreement will not exceed the fees paid by the Client to HomePro Digital in the three (3) months immediately preceding the event giving rise to the claim.

10. Indemnification

Each party will indemnify and hold the other harmless from third-party claims arising from the indemnifying party's breach of this Agreement, gross negligence, or willful misconduct. The Client specifically indemnifies HomePro Digital against claims arising from Client-provided materials, Client services delivered to homeowners, and Client-directed campaign content.

11. Governing Law & Disputes

This Agreement is governed by the laws of the State of Ohio, without regard to its conflict of laws principles. The parties will attempt to resolve disputes through good-faith negotiation for 30 days before initiating any formal proceeding. Any unresolved dispute will be brought exclusively in the state or federal courts located in Montgomery County, Ohio.

12. Miscellaneous

This Agreement, together with any signed SOW, is the entire agreement between the parties on its subject and supersedes any prior agreements or understandings. Amendments must be in writing and signed by both parties. If any provision is found unenforceable, the rest of the Agreement remains in effect. Neither party may assign this Agreement without the other's written consent, except in connection with a merger, acquisition, or sale of substantially all assets.

13. Contact

Questions about this Agreement? Email connect@homeprodigital.com or call (262) 720-3939.