Master Services Agreement for Website Development, Search Visibility, and Ongoing Digital Marketing
AZL Marketing will provide the website-development, website-management, SEO, content, local-search, Google Business Profile, AI-search, reporting, and related services described in the signed proposal.
The proposal defines the approved scope, deliverables, pricing, and anticipated timeline. Services, pages, integrations, revisions, content production, or development work not included in the approved scope may require a separate estimate or written change order.
AZL Marketing may adjust specific tactics, platforms, content priorities, and implementation methods when reasonably necessary to respond to performance data, search-platform changes, compliance requirements, or technical conditions, provided that the overall purpose of the services remains consistent with the approved scope.
The one-time website-development fee and applicable payment schedule are stated in the proposal or corresponding invoice.
Payments for completed work, reserved production time, approved third-party expenses, and work already performed are nonrefundable.
Project schedules depend on timely access, content, feedback, approvals, and payment from Client. Delays caused by missing materials, access, approvals, or consolidated feedback may extend the project timeline.
The ongoing SEO, content, local-search, AI-search, and Google Business Profile services have an initial term of six (6) consecutive months.
The initial SEO term begins when the new website launches and the monthly SEO investment begins, unless the parties agree to another start date in writing.
After the initial six-month term, SEO services automatically continue on a month-to-month basis under the same general terms unless either party provides at least 30 days’ written notice of cancellation.
A cancellation notice submitted during the initial six-month term will become effective at the end of that term. Fees scheduled during the initial term remain due unless AZL Marketing agrees otherwise in writing.
Ongoing website-management services begin following launch and continue month to month unless otherwise stated in the proposal.
Included support hours do not accumulate or carry forward from one month to another. Significant development, redesigns, custom integrations, emergency work, or requests exceeding the included monthly allowance may be quoted separately.
Client agrees to:
AZL Marketing may rely on approvals and instructions received from Client’s authorized representatives.
Delays in approval may affect publishing frequency, timelines, search performance, and other deliverables. For example, “up to three Google Business Profile posts per week” represents the maximum included posting frequency and depends on approved content, available materials, market relevance, and compliance-review timing.
AZL Marketing provides marketing, technology, website, content-production, and search-optimization services. AZL Marketing does not provide legal, investment, regulatory, or independent compliance advice.
Client and its designated compliance professionals remain responsible for:
AZL Marketing will implement approved content and reasonable technical workflows but will not be responsible for regulatory decisions reserved for Client or its compliance professionals.
AZL Marketing does not guarantee specific rankings, traffic levels, leads, revenue, Google Business Profile placement, Map Pack visibility, AI-search citations, indexing, or other business outcomes.
Search engines, AI platforms, directories, social networks, advertising systems, and third-party platforms control their own algorithms, policies, features, and availability. These platforms may change, restrict, remove, suspend, or discontinue listings, accounts, content, rankings, tracking, or functionality without notice.
AZL Marketing will use commercially reasonable professional efforts and make strategy adjustments based on available data, but performance may be affected by competition, market demand, website history, client approvals, platform changes, regulatory restrictions, and factors outside AZL Marketing’s control.
Client represents that it owns or has permission to use all names, trademarks, photographs, videos, documents, claims, data, testimonials, and other materials supplied to AZL Marketing.
Client is responsible for the accuracy of factual, financial, professional, biographical, and regulatory information it supplies or approves.
AZL Marketing may edit, format, organize, or adapt approved materials for the website and marketing channels. Material changes to regulated content will remain subject to Client’s approval before publication.
Client retains ownership of its preexisting trademarks, logos, business information, photographs, content, and other materials supplied to AZL Marketing.
After all applicable invoices have been paid, Client will own the final client-specific website content, graphics, and other completed deliverables created specifically for Client, except for:
To the extent AZL Marketing materials are incorporated into a completed deliverable, Client receives a continuing license to use those materials as part of that deliverable.
Domains and major third-party accounts intended for Client’s long-term operation should be established in accounts owned by Client whenever practical.
Third-party subscriptions, software, hosting, archiving, media-placement fees, licensed assets, email services, CRM services, accessibility tools, compliance services, and other external costs are not included unless specifically stated in writing.
AZL Marketing is not responsible for outages, security incidents, pricing changes, policy changes, service interruptions, data loss, account suspensions, or discontinued features caused by third-party providers.
AZL Marketing will not incur material third-party expenses on Client’s behalf without approval.
Each party will use reasonable care to protect confidential, nonpublic information received from the other party and will use that information only for purposes related to the services.
Client should not provide financial-account credentials, sensitive client financial information, Social Security numbers, protected personal information, or other unnecessary confidential records unless the parties have agreed to an appropriate secure process.
AZL Marketing may use employees, contractors, hosting providers, software providers, and other service partners as reasonably necessary to deliver the services, subject to appropriate confidentiality and security practices.
Neither party will be liable to the other for indirect, incidental, special, punitive, or consequential damages, including lost profits, lost opportunities, lost data, loss of ranking, or loss of anticipated revenue.
To the extent permitted by law, AZL Marketing’s total liability arising from the Agreement will not exceed the amount paid to AZL Marketing under the Agreement during the six months immediately preceding the event giving rise to the claim.
These limitations do not excuse Client’s payment obligations and do not apply to fraud, willful misconduct, or liabilities that cannot legally be limited.
Client will be responsible for third-party claims arising from materials, claims, instructions, services, or regulated information supplied or approved by Client, including allegations that Client-provided materials infringe another party’s rights or violate applicable laws or regulations.
AZL Marketing will be responsible for third-party claims arising directly from original materials created solely by AZL Marketing that knowingly infringe another party’s intellectual-property rights, except where the claim results from Client materials, Client instructions, an unauthorized modification, or use outside the approved purpose.
The party seeking protection under this section must promptly notify the other party and reasonably cooperate in addressing the claim.
AZL Marketing is an independent contractor. Nothing in the Agreement creates an employment relationship, partnership, joint venture, fiduciary relationship, or authority for either party to legally bind the other.
Neither party will be responsible for delays caused by circumstances reasonably outside its control, including natural disasters, severe weather, internet or utility failures, cyberattacks, labor disruptions, government actions, platform outages, vendor failures, civil emergencies, or similar events.
Deadlines affected by such events will be extended for a reasonable period.
The parties agree to first attempt to resolve any disagreement through direct, good-faith discussion.
If a dispute cannot be resolved informally, the parties agree to attempt nonbinding mediation in Miami-Dade County, Florida, before filing a lawsuit, except when immediate action is reasonably necessary to protect confidential information, intellectual property, account access, or other rights that could be materially harmed by delay.
The Agreement is governed by Florida law. Any legal proceeding that is not resolved through mediation will be brought in a court of appropriate jurisdiction in Miami-Dade County, Florida.
Notices concerning cancellation, termination, material breach, or changes to the Agreement must be provided by email to the primary business contact designated by each party.
A notice is considered received when it is delivered without an automated rejection or when receipt is otherwise acknowledged.
The signed proposal, these Terms and Conditions, approved change orders, and referenced payment terms constitute the entire agreement concerning the services and replace prior discussions or understandings concerning the same services.
If these Terms and Conditions conflict with a specific provision in the signed proposal, the signed proposal will control for that specific provision.
Changes must be approved in writing by authorized representatives of both parties. Email approval is sufficient for routine scope, schedule, and budget changes.
If any provision is found unenforceable, the remaining provisions will continue in effect. A failure to enforce a provision on one occasion does not waive the right to enforce it later.
The parties agree to conduct this transaction electronically. Electronic signatures and electronically stored records will have the same effect as signed paper records to the extent permitted by applicable law.
The individual signing for Client represents that they are authorized to enter into the Agreement on Client’s behalf.
Client acknowledges that it had the opportunity to review, download, print, and retain the proposal and these Terms and Conditions before signing.