Master Service Agreement

Effective Date: _______________ Agreement Number: AUMATA-MSA-_______________

This Master Service Agreement (“Agreement”) is entered into by and between:

Red Sovereign LLC, doing business as Aumata, a North Carolina limited liability company (“Provider” or “Aumata”) Email: [email protected] | Web: www.aumata.ai

and

Client Name: _______________ Company: _______________ Email: _______________ Address: _______________

(collectively, the “Parties,” and each, a “Party”)

1. Scope of Services

1.1 Services

Aumata will provide managed marketing services to the Client as selected in the Service Order (Exhibit A) attached to this Agreement. Services may include, but are not limited to:

Custom website design, development, hosting, and maintenance
Search engine optimization (SEO) and content creation
Generative Engine Optimization (GEO) / Answer Engine Optimization (AEO)
Backlink development and competitor marketshare tracking
Pay-per-click (PPC) advertising campaign management (Google, LinkedIn, Meta)
Conversion optimization (AI chatbot, visitor identification, CRM integration, email nurture)
Strategic consultation and monthly performance reporting
Free Strategy Audit and growth roadmap (provided at no cost, regardless of engagement)

1.2 Service Execution

Services are delivered through a hybrid model combining a dedicated human growth strategist with AI-powered execution tools. All content produced by AI agents is reviewed by the Client’s assigned strategist before publication.

1.3 Service Changes

Either Party may request changes to the scope of Services. Changes that materially affect pricing or deliverables require written agreement from both Parties. Adding or removing add-on packs (PPC Pack, Conversion Pack) may be done at any time and takes effect at the start of the next billing cycle.

2. Term and Termination

2.1 Term

This Agreement begins on the Effective Date and continues for the subscription period selected in the Service Order:

Monthly: Renews automatically on the same date each month
Annual: Renews automatically after 12 months from the start date

2.2 Cancellation by Client

Monthly plans: Client may cancel at any time with no cancellation fee. Cancellation takes effect at the end of the current billing period.
Annual plans: Client may cancel with 30 days’ written notice. Remaining balance for the annual term is non-refundable except at Aumata’s discretion.

2.3 Termination by Aumata

Aumata may terminate this Agreement upon 30 days’ written notice for any reason, or immediately upon written notice if the Client: (a) fails to make payment within 15 days of the due date; (b) materially breaches this Agreement and fails to cure within 15 days of written notice; or (c) engages in conduct that is unlawful, fraudulent, or materially harmful to Aumata’s business or reputation.

2.4 Effect of Termination

Upon termination or expiration:

Aumata will provide a full export of all website files, content, and Deliverables within 7 business days
All Client Content and Deliverables remain the property of the Client (see Section 5)
Aumata will revoke its access to all Client third-party accounts within 3 business days
Aumata-hosted services (website hosting, chatbot, analytics) will terminate at the end of the final billing period
Accrued but unpaid fees remain due and payable
Sections 5, 6, 7, 8, 9, 10, and 11 survive termination

3. Fees and Payment

3.1 Service Fees

Fees are as set forth in the Service Order (Exhibit A). Current standard pricing:

Plan	Monthly	Annual (25% discount)
Core (Web + SEO/AEO)	$2,499/mo	$1,874.25/mo (billed annually)
PPC Pack (add-on)	$1,499/mo	$1,124.25/mo (billed annually)
Conversion Pack (add-on)	$999/mo	$749.25/mo (billed annually)
Everything Bundle	$3,999/mo	$2,999.25/mo (billed annually)

3.2 Ad Spend

PPC management fees do not include advertising spend. The Client pays ad spend directly to the applicable platform (Google, LinkedIn, Meta). Aumata will recommend budget levels but the Client retains sole control over ad spend amounts.

3.3 Payment Terms

Monthly plans: billed on the same date each month, due upon receipt
Annual plans: billed in full at the start of the annual term, due upon receipt
Late payments: a late fee of 1.5% per month (or the maximum rate permitted by law, whichever is less) may be applied to overdue balances
Suspension: Aumata reserves the right to suspend Services after 15 days of non-payment, with written notice

3.4 Price Changes

Aumata may adjust pricing with at least 30 days’ written notice to the Client. For annual plan Clients, price changes take effect at the next renewal date. The Client may cancel under Section 2.2 if they do not accept the new pricing.

3.5 Taxes

All fees are exclusive of taxes. The Client is responsible for all applicable sales, use, VAT, or similar taxes, except for taxes based on Aumata’s net income.

4. Client Obligations

4.1 Cooperation

The Client agrees to:

Designate a primary point of contact authorized to provide approvals and make decisions
Provide all necessary business information, brand assets, and access credentials in a timely manner
Respond to approval requests and feedback inquiries within 5 business days
Attend scheduled strategy calls and provide timely direction on strategic priorities
Ensure that all Client Content provided does not infringe any third-party rights

4.2 Third-Party Access

The Client will provide Aumata with appropriate access to third-party platforms required to deliver Services (e.g., Google Ads, Google Analytics, social media accounts, domain registrar, CRM). The Client is responsible for maintaining these accounts and paying any associated platform fees.

4.3 Approvals

Unless otherwise specified in the Service Order, the Client has a 5-business-day review window for content approvals. Content not approved or rejected within this window may be published at the strategist’s discretion to maintain content schedules.

4.4 Impact of Delays

Client delays in providing information, access, or approvals may affect service delivery timelines. Aumata is not responsible for missed deadlines or reduced performance attributable to Client delays.

5. Intellectual Property

5.1 Client Ownership of Deliverables

Upon full payment for the applicable billing period, the Client owns all Deliverables produced by Aumata, including:

Website code, design, and content
Blog posts, articles, and SEO content
Social media copy and creative assets
Email sequences and templates
Advertising creative and landing pages
Performance reports and analytics summaries

5.2 Client Content

The Client retains all ownership rights in Client Content provided to Aumata. The Client grants Aumata a non-exclusive, revocable license to use, reproduce, and modify Client Content solely for the purpose of delivering the Services.

5.3 Aumata IP

Aumata retains all rights in its proprietary tools, AI systems, templates, methodologies, frameworks, and processes (“Aumata IP”). Nothing in this Agreement transfers ownership of Aumata IP to the Client. The Client receives a non-exclusive license to use Deliverables that incorporate Aumata IP (e.g., website templates, reporting frameworks) for the Client’s own business purposes.

5.4 Third-Party Materials

Deliverables may incorporate third-party materials (e.g., stock photography, open-source code, third-party fonts) subject to their own license terms. Aumata will ensure that all third-party materials used are properly licensed for the Client’s intended use.

5.5 Portfolio Rights

Aumata may reference the Client’s company name and a general description of the engagement in Aumata’s portfolio and marketing materials. Aumata will not publish specific performance data or detailed case studies without the Client’s prior written consent.

6. Confidentiality

6.1 Definition

“Confidential Information” means any non-public information disclosed by one Party to the other in connection with this Agreement, including business strategies, pricing, client lists, marketing plans, performance data, trade secrets, and proprietary technology.

6.2 Obligations

Each Party agrees to: (a) use the other Party’s Confidential Information solely for the purposes of this Agreement; (b) not disclose Confidential Information to any third party without prior written consent, except to employees, contractors, or agents who need to know and are bound by confidentiality obligations; and (c) protect Confidential Information with at least the same degree of care it uses for its own confidential information, but no less than reasonable care.

6.3 Exceptions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was known to the receiving Party prior to disclosure; (c) is independently developed by the receiving Party; or (d) is required to be disclosed by law, regulation, or legal process, provided the disclosing Party is given reasonable prior notice.

6.4 Duration

Confidentiality obligations survive termination of this Agreement for a period of 2 years.

7. Data Protection

7.1 Data Processing

In the course of delivering Services, Aumata may process personal data on behalf of the Client (e.g., website visitor data, lead information, email subscriber data). Aumata will process such data only as necessary to deliver the Services and in accordance with applicable data protection laws.

7.2 Security Measures

Aumata will implement and maintain reasonable technical and organizational measures to protect Client data, including encrypted transmission, access controls, and regular security reviews.

7.3 Data Breach Notification

In the event of a data breach affecting Client data, Aumata will notify the Client within 72 hours of becoming aware of the breach, provide a description of the nature of the breach, and cooperate with the Client in any required notifications or remediation.

7.4 Sub-Processors

Aumata may engage sub-processors (e.g., hosting providers, analytics tools) to assist in delivering the Services. A current list of sub-processors is available upon request. Aumata will notify the Client of material changes to sub-processors and ensure that all sub-processors are bound by data protection obligations consistent with this Agreement.

7.5 Data Return and Deletion

Upon termination, Aumata will return or delete Client data within 30 days of the termination effective date, at the Client’s election. Aumata may retain anonymized, aggregated data that does not identify the Client or any individual for internal analytics and service improvement purposes.

8. Representations and Warranties

8.1 By Aumata

Aumata represents and warrants that: (a) it has the authority and capability to provide the Services; (b) Services will be performed in a professional and workmanlike manner consistent with industry standards; (c) Deliverables will not, to Aumata’s knowledge, infringe any third-party intellectual property rights; and (d) it will comply with all applicable laws in performing the Services.

8.2 By Client

The Client represents and warrants that: (a) it has the authority to enter into this Agreement; (b) Client Content provided to Aumata does not infringe any third-party rights; and (c) it will comply with all applicable laws relating to its use of the Services and Deliverables.

8.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, AUMATA MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. AUMATA DOES NOT WARRANT THAT THE SERVICES WILL ACHIEVE SPECIFIC RESULTS, RANKINGS, TRAFFIC LEVELS, OR REVENUE OUTCOMES. MARKETING RESULTS DEPEND ON NUMEROUS FACTORS BEYOND AUMATA’S CONTROL.

9. Limitation of Liability

9.1 Cap

AUMATA’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO AUMATA DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9.2 Exclusion of Consequential Damages

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.3 Exceptions

The limitations in this Section 9 do not apply to: (a) a Party’s indemnification obligations under Section 10; (b) a Party’s breach of confidentiality obligations under Section 6; or (c) a Party’s willful misconduct or gross negligence.

10. Indemnification

10.1 By Aumata

Aumata will indemnify, defend, and hold harmless the Client from and against any third-party claims arising from: (a) Aumata’s breach of this Agreement; (b) Aumata’s gross negligence or willful misconduct; or (c) any claim that Deliverables created solely by Aumata infringe a third-party’s intellectual property rights, provided that the Client promptly notifies Aumata of the claim and cooperates in its defense.

10.2 By Client

The Client will indemnify, defend, and hold harmless Aumata from and against any third-party claims arising from: (a) Client Content; (b) the Client’s breach of this Agreement; (c) the Client’s use of Services or Deliverables in violation of applicable law; or (d) any claim that Client Content infringes a third-party’s intellectual property rights.

11. Dispute Resolution

11.1 Governing Law

This Agreement is governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict of laws provisions.

11.2 Informal Resolution

The Parties agree to attempt to resolve any dispute arising under this Agreement through good faith negotiation for a period of at least 30 days before pursuing formal dispute resolution.

11.3 Mediation

If informal resolution fails, the Parties agree to submit the dispute to non-binding mediation in North Carolina before an agreed-upon mediator. Costs of mediation shall be shared equally.

11.4 Arbitration

If mediation does not resolve the dispute within 60 days, either Party may submit the dispute to binding arbitration under the rules of the American Arbitration Association. The arbitration shall take place in North Carolina. The arbitrator’s decision shall be final and binding.

11.5 Injunctive Relief

Nothing in this Section prevents either Party from seeking injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information.

12. General Provisions

12.1 Entire Agreement

This Agreement, together with the Service Order (Exhibit A), the Privacy Policy (www.aumata.ai/legal/privacy), the Cookie Policy (www.aumata.ai/legal/cookies), the Terms of Service (www.aumata.ai/legal/terms), and any amendments signed by both Parties, constitutes the entire agreement between the Parties. In the event of conflict between this Agreement and any Service Order, the Service Order controls. In the event of conflict between this Agreement and the Privacy Policy, Cookie Policy, or Terms of Service, this Agreement controls for matters relating to the Client’s paid service engagement.

12.2 Amendments

This Agreement may be amended only by written instrument signed by both Parties.

12.3 Severability

If any provision is found to be unenforceable, the remaining provisions remain in full force and effect.

12.4 Waiver

Failure to enforce any provision does not constitute a waiver of that provision.

12.5 Assignment

Neither Party may assign this Agreement without the other Party’s prior written consent, except that Aumata may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

12.6 Force Majeure

Neither Party is liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, pandemics, government actions, power failures, internet disruptions, or third-party platform outages.

12.7 Independent Contractor

Aumata is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the Parties.

12.8 Notices

All notices must be in writing and sent to the email addresses specified in this Agreement. Notices are deemed received upon confirmation of delivery.

12.9 Counterparts

This Agreement may be executed in counterparts, each of which is deemed an original.

Signatures

Red Sovereign LLC d/b/a Aumata

Name: _______________ Title: _______________ Date: _______________ Signature: _______________

Client

Name: _______________ Title: _______________ Company: _______________ Date: _______________ Signature: _______________

Exhibit A: Service Order

Field	Details
Client Name	_______________
Company	_______________
Plan Selected	☐ Core ($2,499/mo) ☐ Core + PPC Pack ($3,998/mo) ☐ Core + Conversion Pack ($3,498/mo) ☐ Everything Bundle ($3,999/mo) ☐ Custom / Enterprise
Billing Frequency	☐ Monthly ☐ Annual (25% discount)
Monthly Fee	$_______________
Start Date	_______________
Primary Contact (Client)	Name: _______________ Email: _______________
Assigned Strategist (Aumata)	_______________
Third-Party Access Required	☐ Google Ads ☐ Google Analytics ☐ Google Business Profile ☐ LinkedIn ☐ Meta/Facebook ☐ Domain Registrar ☐ CRM ☐ Other: _______________
Special Terms or Scope Notes	_______________

Agreed:

Provider Signature: _______________ Date: _______________

Client Signature: _______________ Date: _______________