Master Services Agreement & Terms of Service

This Master Services Agreement & Terms of Service (“Agreement”) is entered into between HomePro Digital LLC (“HomePro Digital,” “Service Provider,” “we,” “us,” or “our”) and the client identified in a proposal, order form, or Statement of Work (“Client” or “you”). Together, HomePro Digital and the Client are the “Parties.”

This Agreement governs all services provided by HomePro Digital and is incorporated by reference into all Statements of Work (“SOWs”), proposals, invoices, and service engagements. By signing an SOW or proposal, submitting payment, or continuing to use the Services, you agree to be bound by this Agreement.

HomePro Digital may update this Agreement from time to time. Updates become effective as of the “Last updated” date above. Continued use of the Services after that date constitutes acceptance of the updated Agreement. This Agreement may otherwise be amended only by a written document signed by both Parties.

This Agreement does not govern general use of the HomePro Digital website, which is governed by our Website Terms of Service. In the event of any conflict, this Agreement controls with respect to services, payments, refunds, liability, and client obligations.

1. Scope of Services

HomePro Digital provides professional digital services for home-service companies, including but not limited to: marketing strategy, paid media management (Google Ads, Meta Ads, Local Service Ads), SEO, content production, lead generation, CRM and automation setup, reporting, branding and creative services, website design and development, hosting, maintenance, AI-powered tools, and consulting (collectively, the “Services”).

The specific scope, deliverables, timelines, and pricing for Services are defined in one or more SOWs. Any services not expressly included in an SOW are out of scope and require written authorization.

2. Payment Terms

2.1 Fees

Fees are defined in the applicable SOW and are due according to the schedule stated there. Unless otherwise stated, recurring services are billed monthly in advance and invoices are due on receipt.

2.2 Card on File

A valid credit card or ACH payment method is required for all recurring, subscription, or retainer-based services.

2.3 Overages

Work outside the SOW or exceeding plan limits is billed at $225 per hour, unless otherwise agreed in writing.

2.4 Third-Party Costs

Third-party costs (including advertising spend, domains, plugins, APIs, SaaS tools, AI usage, and stock media) are the responsibility of the Client unless expressly included in an SOW, and are billed at cost.

2.5 Non-Payment and Suspension

HomePro Digital may suspend services, pause work, or remove access for late or declined payments until the account is brought current. Accounts more than 30 days past due may be terminated and referred to collections.

2.6 Late Fees

Invoices unpaid after 15 days may accrue a late fee of 2% per month (or the maximum allowed by law).

2.7 No Refunds; Prepaid Services

All fees paid to HomePro Digital are non-refundable, except where required by applicable law or where HomePro Digital has expressly agreed in writing to a refund. This includes, without limitation: setup fees; retainers; monthly or recurring fees; prepaid hosting, maintenance, or marketing fees; project-based fees for design, development, consulting, or professional services; and any unused time, scope, or service availability.

(a) Ongoing & Subscription Services

For hosting, maintenance, support, marketing, and other recurring services, prepaid fees may be offered at discounted rates in exchange for commitment to a prepaid term. No refunds or prorated refunds will be issued for early termination, unused time, or changes in business circumstances.

(b) Project-Based Services

For project-based services — including web design, development, integrations, discovery, strategy, and consulting — prepaid fees represent payment for time reserved, labor performed, and resources allocated, not for guaranteed completion of all contemplated deliverables. Work is deemed to commence immediately upon receipt of payment, unless otherwise stated in writing. Accordingly: no refunds will be issued for time already worked, whether or not the full scope has been completed; no refunds will be issued due to changes in scope, priorities, strategy, or business circumstances; and no refunds will be issued based on dissatisfaction once work has commenced. If a project is terminated early, any prepaid amounts may be applied to remaining or future work at HomePro Digital's discretion, but will not be refunded.

2.8 Payment Disputes & Chargebacks

The Client agrees not to initiate chargebacks or payment disputes for fees that are contractually non-refundable under this Agreement. If a chargeback or dispute is initiated: HomePro Digital may immediately suspend all services; the Client remains responsible for all outstanding balances; and the Client agrees to reimburse HomePro Digital for chargeback fees, administrative costs, and reasonable expenses incurred in responding to the dispute. HomePro Digital may submit this Agreement, SOWs, invoices, and time records as evidence to payment processors.

3. Term and Termination

3.1 Term

This Agreement becomes effective when your first SOW is signed (or when you first pay for Services, whichever is earlier) and remains in effect until terminated. After any initial term stated in an SOW, that SOW renews month-to-month unless either Party gives written notice of non-renewal at least 30 days before the end of the current term.

3.2 Termination

Either Party may terminate this Agreement or any SOW with 30 days' written notice. Either Party may also terminate for material breach if the other Party fails to cure the breach within 15 days of written notice.

3.3 Effect of Termination

All amounts owed for work performed or time reserved prior to termination remain due. Ownership and delivery of deliverables are contingent upon full payment. For project-based services, termination does not entitle the Client to any refund of prepaid fees, regardless of completion status.

3.4 Migration Assistance

Migration assistance beyond the website buyout handoff described in Section 4 is billed at $225 per hour plus third-party costs.

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 package up the website files and database — a static export of the site (HTML/CSS/JS and media assets) plus a database export where applicable — and deliver them to you. You are responsible for finding and setting up a hosting provider of your choice; HomePro Digital does not continue hosting the site after a buyout. After delivery, 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: $249/month

For $249/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 above (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. Client Responsibilities

The Client agrees to provide timely feedback, approvals, access credentials, content, and cooperation. Delays caused by the Client may extend timelines, increase costs, reduce scope feasibility, or impact outcomes and do not create any right to refunds or fee reductions.

6. Service Levels

Response targets are goals, not guarantees:

• General issues: 1 business day
• Critical issues: 1 hour during business hours

Hosting uptime targets are 99.9% monthly. Any credits are service credits only, not cash refunds.

7. Warranties and Disclaimers

HomePro Digital will perform services in a professional, workmanlike manner consistent with industry standards and warrants that it owns or has rights to custom deliverables provided. HomePro Digital does not guarantee specific search rankings, lead volumes, conversion rates, return on ad spend, traffic, revenue, or other business 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.

8. Indemnification

8.1 Indemnification by Client

The Client agrees to defend, indemnify, and hold harmless HomePro Digital and its owners, officers, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) any content, data, materials, or instructions provided by the Client; (b) any products or services sold, marketed, or delivered by the Client to its customers; (c) the Client's failure to follow HomePro Digital's reasonable security recommendations or to maintain strong passwords and access controls; (d) any security incident or unauthorized access that results from the Client's acts, omissions, or systems outside of HomePro Digital's direct control; and (e) any third-party claim related to the Client's business activities, payment processing, or customer data.

8.2 Indemnification by HomePro Digital

HomePro Digital agrees to defend, indemnify, and hold harmless the Client from and against claims arising solely from HomePro Digital's gross negligence or willful misconduct in the performance of the Services, or from any claim that custom deliverables created by HomePro Digital infringe a third party's intellectual property rights (excluding claims arising from materials or instructions provided by the Client).

8.3 Procedure

The indemnified party shall provide prompt written notice of any claim, and the indemnifying party shall have sole control of the defense and settlement, provided that no settlement imposing any obligation on the indemnified party may be made without its prior written consent.

9. Hosting and Infrastructure

9.1 Access Requirements

The Client must provide and maintain timely access to domains, DNS, control panels, ad accounts, analytics tools, CRM systems, and any other systems reasonably required for HomePro Digital to perform the Services.

9.2 Resource Limits

If the Client's usage exceeds the resource limits of the selected hosting plan, HomePro Digital may recommend upgrades. Continued overuse without upgrade may result in throttling, service degradation, or suspension until a suitable plan is in place.

9.3 Security

HomePro Digital will implement commercially reasonable technical and process-based safeguards. However, no system is completely secure. The Client is responsible for maintaining strong passwords, enabling two-factor authentication where available, limiting access to authorized users only, and preventing credential sharing or insecure access practices. HomePro Digital is not responsible for security incidents caused by the Client's failure to follow these basic security practices or by third-party compromises.

9.4 Malware, Cyberattacks, and Security Incidents

HomePro Digital implements commercially reasonable security measures including firewalls, malware scanning, software updates, and security hardening practices. However, no security system is impenetrable, and HomePro Digital makes no guarantee that websites, servers, or hosted environments will be free from malware, unauthorized access, data breaches, cyberattacks, or other security incidents. The Client acknowledges that: cybersecurity threats constantly evolve; websites rely on third-party software and infrastructure whose vulnerabilities (including zero-day exploits) are outside HomePro Digital's control; and, in the event a security incident is detected, HomePro Digital will make commercially reasonable efforts to identify, contain, and remediate the threat, with response times varying based on the nature of the attack. The Client is responsible for promptly notifying HomePro Digital of suspected incidents, maintaining secure credentials, complying with applicable breach notification laws, and cooperating during remediation. To the maximum extent permitted by law, HomePro Digital shall not be liable for damages, losses, regulatory penalties, legal fees, notification costs, or reputational harm arising from security incidents, except to the extent directly caused by HomePro Digital's gross negligence or willful misconduct. Malware cleanup and incident response are provided on a commercially reasonable, best-efforts basis only and do not create any additional warranty or waive the limitations of liability in Section 15.

10. Marketing and Advertising

10.1 Account Management and Execution

HomePro Digital may manage, configure, optimize, and execute marketing and advertising campaigns on behalf of the Client, including search, display, social, email, content, and conversion optimization activities, as specified in the applicable SOW. HomePro Digital acts as an authorized agent for campaign execution within platforms controlled by the Client but does not assume ownership of such accounts.

10.2 Content, Claims, and Compliance

The Client retains sole responsibility for the accuracy, legality, substantiation, and compliance of all claims, offers, pricing, representations, and content used in marketing materials, whether created by the Client or HomePro Digital. This includes compliance with FTC, CAN-SPAM, TCPA, state licensing and advertising rules for the Client's trade, platform policies, and other applicable regulations.

10.3 Platform Policies and Enforcement

HomePro Digital is not responsible for: account suspensions, bans, penalties, or policy enforcement actions by advertising platforms; changes in platform algorithms, policies, pricing, or features; or loss of traffic, reach, impressions, or performance due to platform decisions.

10.4 No Guarantee of Results

Marketing and advertising performance is influenced by numerous factors outside HomePro Digital's control. No guarantees are made regarding traffic, rankings, leads, conversions, sales, or return on investment.

10.5 Analytics and Access

The Client must maintain ownership of advertising, analytics, and tracking accounts and grant HomePro Digital appropriate access. HomePro Digital is not responsible for data gaps or inaccuracies caused by revoked access, platform outages, or third-party limitations.

11. Intellectual Property

The Client retains ownership of pre-existing Client materials (logos, brand assets, photographs, written content) provided to HomePro Digital. HomePro Digital retains all rights to its pre-existing materials; internal tools, frameworks, libraries, scripts, templates, methodologies, design systems, AI systems, automations, and reusable components; and generalized skills, ideas, concepts, techniques, and experience developed during the performance of the Services — including those used to build, host, and operate the Client's website. Nothing in this Agreement restricts HomePro Digital from using such retained materials, knowledge, or experience in future work for other clients, provided the Client's confidential information is not disclosed.

Upon a website buyout under Section 4.2 (Option A), the Client receives a perpetual, non-exclusive, non-transferable license to use the delivered website files for the Client's own business. Third-party assets (software, plugins, fonts, stock media, APIs, AI models, and libraries) remain governed by their respective licenses and are not transferred beyond the rights granted under those licenses.

Subject to reasonable confidentiality restrictions, HomePro Digital may reference the Client's name, logo, and a non-confidential description of the Services performed for portfolio, marketing, and promotional purposes, unless the Client expressly objects in writing.

12. AI Terms and Safety

12.1 Nature of AI Systems

Some Services include AI-powered features (for example, AI-drafted content, chat assistants, and automations). The Client understands that AI systems and outputs are probabilistic in nature and may be incomplete, outdated, inaccurate, misleading, or incorrect. AI systems are decision-support tools only and are not a substitute for human judgment, professional expertise, or independent verification.

12.2 Human Review Requirement

All AI-generated outputs, insights, recommendations, and automations must be reviewed, validated, and approved by a qualified human before being relied upon or acted upon — especially for legal, regulatory, financial, or safety-related decisions. The Client assumes full responsibility for decisions made based on AI outputs.

12.3 Third-Party AI Platforms

AI features may rely on third-party models, APIs, or platforms. HomePro Digital is not responsible for outages, performance issues, changes in functionality, pricing, availability, or policy changes of third-party AI providers. AI outputs are provided “as is” and “as available,” with no warranties regarding accuracy, completeness, reliability, or suitability for any particular purpose.

13. 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.

14. Confidentiality

Each Party agrees to keep confidential any non-public business, technical, financial, or proprietary information received from the other Party (“Confidential Information”) and to use such information solely for purposes of performing this Agreement. Confidential Information does not include information that: is or becomes publicly available without breach of this Agreement; was already known to the receiving Party without restriction; is independently developed without use of the other Party's Confidential Information; or is lawfully received from a third party without confidentiality obligations. A Party may disclose Confidential Information if required by law, regulation, or court order, provided it gives reasonable notice to the other Party where permitted. Confidentiality obligations survive termination of this Agreement for three (3) years, except for trade secrets, which remain protected for as long as they remain trade secrets.

15. Limitation of Liability

To the maximum extent permitted by law: HomePro Digital's aggregate total liability arising out of or related to this Agreement shall not exceed the fees actually paid by the Client to HomePro Digital in the three (3) months immediately preceding the event giving rise to the claim. In no event shall either Party be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost revenue, lost data, reputational harm, or business interruption, even if advised of the possibility of such damages. Any claims arising under this Agreement may be brought only against HomePro Digital as an entity, and not against its owners, officers, employees, contractors, or agents individually. Nothing in this Agreement limits liability where such limitation is prohibited by applicable law.

16. Force Majeure

HomePro Digital shall not be liable for delays or failures in performance caused by events beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, power or internet failures, pandemics, governmental actions, or failures of third-party providers. During a force majeure event, affected obligations are suspended for the duration of the event, and HomePro Digital will use commercially reasonable efforts to resume performance as soon as practicable. Force majeure does not excuse payment obligations for Services already rendered or costs already incurred.

17. Dispute Resolution and Governing Law

This Agreement is governed by the laws of the Commonwealth of Pennsylvania, without regard to its conflict-of-law principles. The Parties agree to first attempt to resolve any dispute arising out of or relating to this Agreement through good-faith discussions. If the dispute cannot be resolved informally, the Parties agree to participate in non-binding mediation before commencing arbitration, unless such mediation would be futile. Any dispute not resolved through mediation shall be resolved by binding arbitration conducted in the Commonwealth of Pennsylvania, under Pennsylvania law, in accordance with the rules of the American Arbitration Association (AAA) or another mutually agreed arbitration provider. Nothing in this section prevents HomePro Digital from seeking injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information, or to recover unpaid fees.

18. Attorney Fees

In any legal action, arbitration, or proceeding arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover its reasonable attorney fees, costs, and expenses from the non-prevailing Party. This provision survives termination of this Agreement.

19. Entire Agreement

This Agreement, together with any applicable SOWs, proposals, and invoices that incorporate it by reference, constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous discussions, proposals, representations, agreements, or understandings, whether written or oral, relating to its subject matter, including any prior versions of HomePro Digital's terms. In the event of any conflict between this Agreement and a prior agreement between the Parties, this Agreement controls. 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.

20. Contact

Questions about this Agreement? Email connect@homeprodigital.com or call (570) 217-8848.