Master Services Agreement

This Master Services Agreement (“Agreement”) is entered into between ProForged (“ProForged,” “we,” “us”) and the business that accepts it (“Client,” “you”). It governs the marketing services ProForged provides. By signing below, starting a subscription, or instructing us to begin work, you agree to these terms.

1. Services

ProForged provides exclusive local marketing services for local businesses, which may include Google Local Services Ads (LSA) and Google Search management, Google Business Profile optimization, landing pages, call tracking and missed-call text-back, lead and review management, local SEO, and performance reporting. The specific deliverables depend on your subscription tier as described at proforged.io/pricing, which is incorporated by reference. We may improve or substitute tools of comparable function over time.

2. Exclusivity

For as long as your subscription is active and in good standing, ProForged will not provide paid marketing services to a directly competing business in the same service niche and the same city/market as you, as part of our one-client-per-market model. You are the only ProForged client we will take for your niche and market. Exclusivity is limited to the niche and market on your account and does not extend to adjacent niches or neighboring markets. If you pause or cancel, your exclusive slot is released and may be claimed by another business.

3. Advertising Spend — No Markup

You pay all advertising costs (e.g., Google, Meta) directly to those platforms from accounts in your own name, using your own payment method. ProForged never takes possession of, marks up, or bills you for your media spend, and never earns commission from the ad platforms on your spend. Our fee is the subscription fee only. You control and can view every advertising dollar.

4. Ownership of Accounts, Data & Work Product

You own everything. All advertising accounts, your Google Business Profile, call-tracking numbers, landing pages, ad creative, copy, lead and customer data, and other work product created for you are and remain your property, established or held in your name. ProForged operates them on your behalf under access you grant, and assigns to you all right, title, and interest in deliverables created specifically for you upon payment. ProForged retains ownership of its own pre-existing tools, templates, software, and know-how.

5. Term, Pause & Cancellation

This is a month-to-month engagement with no long-term contract. Either party may cancel at any time by written notice (email to support@proforged.io is sufficient). Cancellation takes effect at the end of the billing month already paid for; service continues until then and no further monthly fees are charged. You may pause service where offered. There is no early-termination penalty. Fees already paid are non-refundable except as required by law.

6. Fees & Payment

Subscription fees are billed in advance on a recurring monthly basis through our payment processor (Stripe) to the payment method you provide. You authorize recurring charges until you cancel. If a payment fails, we may suspend services until it is resolved. You can update your card, view invoices, and manage your subscription through the billing portal in your client dashboard.

7. Your Responsibilities

You agree to: provide timely access to required accounts (Google Business Profile, Google Ads, Meta, etc.); provide accurate business information and, where required for LSA, a valid license and proof of insurance with names that match your business exactly; respond to leads and to our reasonable requests promptly; fund your own ad accounts; and operate your business in compliance with applicable law and platform policies. Delays in access or documentation are the most common cause of launch delays and are outside our control.

8. Platform Compliance & Consents

Call recording and SMS features are provided as tools you choose to use. Where call recording is enabled, calls may be recorded for quality and lead-verification purposes and callers will be notified as required; you are responsible for compliance with applicable one-party/two-party consent laws in the jurisdictions you serve. SMS features (including missed-call text-back and review requests) include opt-out handling (reply STOP); you represent that you have a lawful basis to message your customers and will comply with the TCPA and similar laws. ProForged will implement reasonable consent and opt-out mechanisms, but you remain the sender of record to your customers.

9. No Guarantee of Results

ProForged does not and cannot guarantee any specific number of leads, calls, jobs, rankings, or revenue, or any specific timeline for Google Local Services Ads approval or Google Guaranteed verification, which are controlled solely by Google and typically take 2–4 weeks. We commit to professional effort, transparency, and the deliverables of your tier — not to outcomes outside our control.

10. Confidentiality

Each party will protect the other’s non-public business information and use it only to perform under this Agreement. This does not apply to information that is public, already known, independently developed, or required to be disclosed by law.

11. Warranties & Disclaimer

Services are provided on a commercially reasonable, professional basis. Except as expressly stated, services are provided “as is” without warranties of any kind, express or implied, including merchantability or fitness for a particular purpose.

12. Limitation of Liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, or consequential damages, or lost profits. ProForged’s total liability arising out of or related to this Agreement will not exceed the subscription fees you paid to ProForged in the three (3) months preceding the event giving rise to the claim. This does not limit your ad spend, which you pay directly to the platforms.

13. Indemnification

You will indemnify ProForged against claims arising from your business operations, the content or claims you ask us to publish, your licensing or insurance, and your messaging to your customers. ProForged will indemnify you against claims that our own tools, as provided, infringe a third party’s intellectual property.

14. Independent Contractor

ProForged is an independent contractor, not your employee, partner, or agent beyond the limited authority you grant to manage your marketing accounts. ProForged does not answer your customer calls, take payments from your customers, perform licensed trade work, or set your pricing or service terms.

15. Effect of Termination

On termination, ProForged will remove its access to your accounts; you keep all accounts, data, numbers, and work product (which were always yours); and your exclusive market slot is released for another business. We will reasonably cooperate in an orderly transition.

16. Governing Law & Disputes

This Agreement is governed by the laws of the State of Florida, without regard to conflict-of-law rules. The parties will attempt to resolve disputes in good faith; any unresolved dispute will be subject to the exclusive jurisdiction of the state and federal courts located in Florida.

17. General

This Agreement, together with the tier descriptions at proforged.io/pricing, is the entire agreement between the parties and supersedes prior discussions. We may update these terms on reasonable notice; continued use after the effective date constitutes acceptance. If any provision is unenforceable, the rest remains in effect. Neither party may assign this Agreement without the other’s consent, except to a successor of its business. Acceptance by electronic means (clicking to agree) has the same effect as a handwritten signature.

18. Website Services

This section applies if you purchase a ProForged Website, on its own or added to a marketing plan. The rest of this Agreement also applies to Website Services; if anything conflicts, this section controls for websites.

(a) What’s included. For each website you purchase, we design and build a custom, mobile-friendly website for your business, set up its contact forms and calls to action, and launch it on your domain. While your website subscription is active we host it and keep it running: hosting, SSL certificate, security updates, version history so a change can be rolled back, uptime monitoring, and spam protection on forms. Revisions to your existing pages (text, photos, prices, hours, reviews, small layout changes) are unlimited and are usually completed within two business days. New pages, new features, a redesign, and custom artwork are available on request and quoted before any work begins.

(b) Fees. Each website has a one-time build fee ($499 unless otherwise agreed in writing) and a monthly hosting & care fee ($99 per site unless otherwise agreed in writing), both billed through Stripe. The monthly fee renews automatically until cancelled. Third-party costs are not included unless we agree otherwise in writing, such as domain registration and renewal, paid email, premium plugins or integrations, and stock media licenses.

(c) Build fee refunds. If you cancel before we deliver your first design draft, we refund the build fee in full. Once the first draft has been delivered, the build fee is non-refundable, but we keep revising until the site matches what we agreed to build.

(d) Your content and your domain. You provide your photos, videos, logo, reviews, service details and business claims, and you confirm you have the right to use them and that they are accurate. We may edit, crop or blur submitted media to protect privacy (for example, addresses, house numbers and documents). Your domain name stays registered in your name and under your control; if we register one for you, we register it in your name and transfer it to you on request.

(e) Ownership. Once the build fee is paid, you own the content, design and pages created specifically for your website. ProForged keeps ownership of its pre-existing code, components, templates and tools, and grants you a perpetual, royalty-free license to use them as part of your website. Features that run on ProForged’s systems (such as call-tracking numbers, form-to-text alerts, the AI receptionist or chat, and lead dashboards) are part of your ProForged subscription and are not included in that license.

(f) Cancellation and hosting after you leave. You may cancel your website subscription at any time, following Section 5; it ends at the end of the billing month already paid for. When the subscription ends, ProForged stops hosting, maintaining, securing and backing up the website, and you become solely responsible for its hosting, domain, security, maintenance, updates, backups and all related costs. On request, and once all amounts owed are paid, we will give you a copy of your website’s files and content and reasonable help pointing your domain to your new host until the subscription ends. Help after that is billed at our then-current rate. If you have not moved the website within 30 days after the subscription ends, we may take it offline and delete our copy. ProForged is not responsible for the website, its uptime, its security, or any data on it after the subscription ends or after it is moved to another host. ProForged-hosted features described in (e) stop working when the related subscription ends.

(g) Non-payment. If a website payment fails and is not resolved within 14 days of our notice, we may suspend hosting until it is resolved.

(h) Portfolio. We may show your launched website in our portfolio and marketing unless you ask us in writing not to.

19. AI Preview Tool

This section applies if you purchase the ProForged AI Cleanup Preview (the “AI Preview Tool”), on its own or added to a website or marketing plan. The rest of this Agreement also applies; if anything conflicts, this section controls for the AI Preview Tool.

(a) What it is. The AI Preview Tool lets visitors to your website upload a photo and see an AI-generated illustration of how the space could look after the work you offer (for example, cleaned out and cleaned). We add it to your website and run the service behind it while your subscription is active.

(b) Fees. The AI Preview Tool is billed monthly per website it runs on ($99 per website per month unless otherwise agreed in writing), through Stripe, and renews automatically until cancelled. Fees are non-refundable, including for partial months.

(c) An illustration, not a promise. Every preview is generated by artificial intelligence. It is an illustration of what may be possible, not a photo of real work, a quote, or a guarantee or representation of the results you or ProForged will deliver. Previews can contain mistakes. You must keep the “AI preview” label and the accompanying notice visible wherever previews are shown, and you may not present a preview as a photo of completed work.

(d) Availability and abuse protection. ProForged may apply reasonable automated protections against bots, misuse and abuse, and may limit, pause or turn off the AI Preview Tool during abuse, unusual activity, or an outage of ProForged or of the AI provider. When the preview is unavailable, visitors are offered other ways to contact you. Temporary unavailability is not a breach of this Agreement and does not entitle you to a refund.

(e) Photos and privacy. Visitors’ photos are sent to ProForged and processed by Google’s Gemini API to create the preview. ProForged does not store the photos or the previews and does not publish them; Google may retain data for a limited time as its API terms allow. Your website’s privacy policy must disclose this processing; we provide suggested wording, and you are responsible for your privacy policy and for how you use any photos visitors choose to send you.

(f) Cancellation. You may cancel the AI Preview Tool at any time, following Section 5; it ends at the end of the billing month already paid for. When it ends, we remove or switch off the tool on your website.