Master Subscription Agreement

1. Introduction#s1

This Master Subscription Agreement (the "Agreement") is entered into between AI Enhanced Scaling ("AI Enhanced Scaling", "we", "us", or "our") and the client identified in an applicable order form, proposal, or statement of work ("Client", "you", or "your"). It governs your access to and use of our services, including subscription-based engagements.

By signing a proposal or statement of work that references this Agreement, paying an invoice for our services, or continuing to receive services after being provided this Agreement, you agree to be bound by it. If you are entering into this Agreement on behalf of a company, you represent that you have authority to bind that company.

2. Services#s2

AI Enhanced Scaling provides business growth services powered by artificial intelligence, which may include: custom AI system and platform development; AI agent systems; website design and development; marketing automation and follow-up systems; search engine optimization, local search optimization, and AI search visibility work (including visibility in AI-powered results such as Google AI Overviews and AI assistants); content production; and related consulting.

The specific services, deliverables, timelines, and fees for your engagement are defined in your proposal, order form, or statement of work (each, an "Order"). Each Order is incorporated into and governed by this Agreement. If an Order conflicts with this Agreement, the Order controls for that engagement.

We may use artificial intelligence systems, including our own agent infrastructure, to produce or assist in producing work under this Agreement. Human review is applied to client-facing deliverables.

3. No Guarantees or Promises of Results#s3

Marketing, search visibility, and business growth depend on factors outside any provider's control, including search engine and AI platform algorithms, platform policies, competition, seasonality, your market, your pricing, and your own operations. Except where expressly stated in a signed Order, AI Enhanced Scaling does not guarantee any specific ranking, placement, traffic level, lead volume, revenue outcome, or other result.

Any projections, estimates, examples, or case study outcomes we share are illustrations of past or potential performance, not promises of your performance.

4. Client Responsibilities#s4

• Provide timely access to accounts, credentials, content, brand assets, and approvals reasonably needed to perform the services.
• Ensure that all materials and data you provide are accurate, lawful, and owned by you or properly licensed to you.
• Maintain control and ownership of your own business accounts (such as your Google Business Profile, domain, hosting, and ad accounts) unless otherwise agreed in writing.
• Review and approve deliverables within a reasonable time. Where an Order defines an approval window, deliverables are deemed accepted if no feedback is received within it.
• Use the services and deliverables in compliance with applicable laws, including marketing, telemarketing, SMS consent, and privacy laws that apply to your business.

5. Payment Terms#s5

Fees are stated in your Order. Unless the Order says otherwise: subscription fees are billed monthly in advance; project fees are billed per the milestone schedule in the Order; and invoices are due upon receipt.

Late amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and we may suspend services for accounts more than 15 days past due after notice. Fees are non-refundable except as expressly stated in an Order. You are responsible for applicable taxes other than taxes on our income.

6. Intellectual Property#s6

Upon full payment, deliverables created specifically for you under an Order are assigned to you, excluding the items below.

AI Enhanced Scaling retains all right, title, and interest in its pre-existing materials and general-purpose assets, including our methods, know-how, templates, internal tooling, agent systems and infrastructure, and any software or components not developed exclusively for you. Where such retained materials are embedded in a deliverable, you receive a perpetual, non-exclusive license to use them as part of that deliverable.

You grant us a limited license to use your name, logo, content, and materials as needed to perform the services. We may identify you as a client and describe work in industry-framed terms; we will not publish your confidential information, and you may revoke public identification by written notice.

7. Third-Party Services#s7

The services depend on third-party platforms and providers, which may include Google, OpenAI, Anthropic, Meta, hosting and infrastructure providers, CRM and automation platforms, and messaging carriers. Their terms govern your use of their services, and their pricing, policies, features, and availability can change without notice.

AI Enhanced Scaling is not responsible for third-party outages, policy changes, algorithm changes, account suspensions, or data practices, and such events do not constitute a breach of this Agreement. Where a third-party subscription is required for your systems to run (for example hosting, telephony, or a CRM), that cost is yours unless the Order states otherwise.

8. Limitation of Liability#s8

To the maximum extent permitted by law: neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, data, or goodwill, even if advised of the possibility; and AI Enhanced Scaling's total aggregate liability arising out of or related to this Agreement will not exceed the amounts paid by you to AI Enhanced Scaling in the six (6) months preceding the event giving rise to the claim.

These limits do not apply to a party's indemnification obligations, your payment obligations, or liability that cannot be limited by law.

9. Indemnification#s9

You will defend and indemnify AI Enhanced Scaling against third-party claims arising from your materials, your products or services, your use of deliverables in violation of law or this Agreement, or messaging sent to your contacts without required consent.

AI Enhanced Scaling will defend and indemnify you against third-party claims that a deliverable created by us for you infringes a third party's intellectual property rights, excluding claims arising from your materials, from combinations we did not supply, or from use after we notify you to stop.

10. Confidentiality#s10

Each party may receive non-public information from the other that a reasonable person would understand to be confidential. The receiving party will protect it with at least reasonable care, use it only to perform under this Agreement, and not disclose it except to personnel and contractors bound by confidentiality obligations, or as required by law with notice where permitted.

Confidentiality obligations survive for three (3) years after the engagement ends, and indefinitely for trade secrets.

11. Term and Termination#s11

This Agreement begins on the effective date of your first Order and continues while any Order is active. Subscription engagements renew monthly unless the Order states a fixed term, and either party may cancel a monthly subscription with thirty (30) days' written notice.

Either party may terminate for material breach not cured within fifteen (15) days of written notice. On termination: you pay for services performed through the effective date; we deliver work paid for; and each party returns or deletes the other's confidential information on request. Sections 3, 6, 7, 8, 9, 10, and 12 survive termination.

12. Governing Law and Venue#s12

This Agreement is governed by the laws of the State of New Jersey, without regard to conflict of laws principles. The state and federal courts located in New Jersey have exclusive jurisdiction over disputes arising out of this Agreement, and each party consents to venue there. In any action to enforce this Agreement, the prevailing party is entitled to reasonable attorneys' fees.

13. Entire Agreement#s13

This Agreement, together with each Order, is the entire agreement between the parties regarding the services and supersedes all prior discussions. We may update this Agreement by posting a revised version at this page; updates apply to Orders signed after the revision date. Amendments to an active Order require written agreement of both parties. If any provision is unenforceable, the remainder stays in effect. Neither party may assign this Agreement without consent, except to a successor in a merger or sale of substantially all assets. Neither party is liable for delay caused by events beyond its reasonable control.