Master Services Agreement

Version 1.0 (2026-06-23)

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 service 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 with 30 days’ written notice (email to support@proforged.io is sufficient); your subscription remains active and billable through that 30-day period. 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.