Master Trial Services Agreement
Read Indivieu LLC's Master Trial Services Agreement governing the legal framework for our thirty-day performance trial services.
1. Purpose and Structure
The purpose of this Agreement is to establish the legal framework under which Agency provides a time-limited, performance-focused trial of marketing and advertising services (the "Trial Period") to Client to test performance, tracking accuracy, and lead generation, and to determine whether the Parties will continue into a longer-term engagement. The specific scope of work, Trial Fee, platforms, and performance benchmarks ("Benchmarks") for each Client are set forth in a separate Trial Services Agreement and any associated Statement of Work ("SOW"). In the event of any conflict between this Agreement and a signed Trial Services Agreement or SOW, the signed Trial Services Agreement and SOW control, except where this Agreement expressly governs legal enforcement, remedies, and policies incorporated by reference. The Parties acknowledge valid and sufficient consideration, including Agency's provision of Trial Services and Client's obligation to pay the Trial Fee and any other amounts due upon achievement or deemed achievement of Benchmarks, as further defined herein and in the applicable Trial Services Agreement.
2. Relationship of the Parties
The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment relationship, franchise, or agency relationship (other than Agency acting as an independent contractor service provider). Neither Party has authority to bind the other except as expressly stated in this Agreement or the applicable Trial Services Agreement.
3. Authority and Organization
Client represents and warrants that it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation, and that the individual executing any Trial Services Agreement on Client's behalf is duly authorized to bind Client to such agreement and to this Master Trial Services Agreement. Any authorized representative, officer, manager, or agent of Agency may execute a Trial Services Agreement on behalf of Agency. No specific individual signature is required for the Trial Services Agreement to be valid and binding upon Agency.
4. Scope of Trial Services
Agency may provide, as applicable: Google Ads, Meta Ads, and/or AI Search campaign creation, optimization, and management Tracking and attribution setup, including pixels, conversion tracking, analytics, and CallRail or similar tools Landing page, website, or funnel adjustments intended to improve performance Weekly performance reporting and analysis Lead qualification and verification support Performance measurement, data transparency, and reporting The precise scope of Trial Services, including platforms, budgets, Trial Fee, and Benchmarks, shall be defined in the applicable SOW and/or Trial Services Agreement for each engagement.
5. Client Obligations
a) Provide all requested access (including, but not limited to, Google Ads, Meta, website, CRM, CallRail, analytics, hosting, and DNS) within three (3) business days of Agency's request; (b) Respond to Agency communications within three (3) business days; (c) Follow up on leads generated during the Trial Period in good faith and within commercially reasonable timeframes; (d) Maintain working phone numbers, email inboxes, domains, and communication channels necessary for the Trial; (e) Provide accurate, complete, and non-misleading business information; (f) Use tracking systems, call routing, and analytics as reasonably directed by Agency; (g) Refrain from disabling, obstructing, or materially interfering with tracking, call routing, or performance verification. Failure to comply with any of the obligations in Section 5.1 shall constitute a material breach of this Agreement and the applicable Trial Services Agreement, and all Benchmarks shall be automatically deemed achieved for purposes of payment and enforcement.
6. Payment Terms
Client shall pay the Trial Fee as set forth in the applicable Trial Services Agreement and SOW. All amounts owed by Client to Agency under the Trial Services Agreement, including the full Trial Fee and any other due amounts, shall become immediately due and payable upon the earliest of: (a) Benchmarks being achieved; (b) Benchmarks being deemed achieved due to Client delay, non-response, misrepresentation, or breach; (c) Early termination of the Trial Period by Client for any reason; (d) Failure by Client to provide required access, approvals, or information within required timeframes; (e) Obstruction or interference by Client with tracking, call routing, analytics, or data verification; (f) Initiation by Client of any chargeback, ACH reversal, or payment dispute; (g) Any other material breach by Client of this Agreement or the controlling Trial Services Agreement. Unless otherwise stated in the Trial Services Agreement, all amounts due shall be paid within five (5) calendar days of the date of invoice. Unpaid balances shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable Texas law, whichever is less.
7. Automatic Payment Authorization
Client authorizes Agency to automatically charge any stored credit card, debit card, or ACH bank account provided by Client for any amounts due under the Trial Services Agreement and this Agreement. Client authorizes Agency and Agency's payment processor to securely store payment information for ongoing and future enforcement of payment obligations under this Agreement and the Trial Services Agreement.
8. No-Chargebacks
All payments made to Agency are final, subject only to any express written refund rights set forth in the Trial Services Agreement or Refund Policy. Client agrees not to initiate any credit card chargeback, ACH reversal, or similar payment dispute for amounts properly charged under this Agreement or the Trial Services Agreement. Any such action shall constitute a material breach of this Agreement. If Client initiates a chargeback, ACH reversal, or payment dispute: (a) All Benchmarks are automatically deemed achieved; (b) All remaining Trial Fees and other amounts owed become immediately due; (c) Client shall be responsible for all resulting chargeback fees, penalties, and reasonable attorney and collection costs.
9. Time Is of the Essence
Time is of the essence with respect to all Client obligations under this Agreement and the Trial Services Agreement, including response times, provision of access, and approvals. Any delay by Client may result in Benchmarks being deemed achieved and in payment acceleration under Section 6.
10. Security Interest and Use Restrictions
Agency retains a first-priority security interest in all campaigns, creative assets, ad copy, landing pages, tracking systems, analytics configurations, reports, data, and lead lists created or configured by Agency in connection with the Trial Services (collectively, "Secured Assets") until all amounts due are paid in full. Until full payment is received: Agency retains ownership of all Secured Assets and Deliverables (as defined in Section 14); Client has no right to use, copy, modify, or exploit such Secured Assets or Deliverables except as expressly authorized in writing by Agency; and In the event of non-payment, late payment, chargeback, or other material breach, Agency may, without notice, pause, remove, take down, disable, or delete any Secured Assets or Deliverables under Agency's control (including pausing ad campaigns, removing tracking, or revoking access), without liability to Client. Any unauthorized use constitutes a material breach and may give rise to additional damages, including liquidated damages under Section 11.
11. Liquidated Damages
Because actual damages from Client's material breach are difficult to quantify, Client agrees to pay liquidated damages equal to twenty percent (20%) of the total value of the Trial Services for each material breach of this Agreement or the Trial Services Agreement, including but not limited to: Early termination by Client; Non-payment or late payment; Chargebacks or ACH reversals; Failure to provide required access or cooperation; Failure to respond for more than three (3) business days; Obstruction of tracking, data, or performance verification; Unauthorized use of Secured Assets or Deliverables. The Parties agree that the liquidated damages described in this Section 11 are a reasonable pre-estimate of Agency's damages and are not intended as a penalty.
12. No Guarantees; Disclaimer of Warranties
Client understands and agrees that marketing, advertising, and lead generation results are inherently uncertain. Agency does not guarantee any specific revenue, profit, number of leads, sales volume, or other business outcomes.
13. Evidence and Records
Client agrees that the following, without limitation, constitute valid, admissible, and sufficient evidence of Agency's performance, activity during the Trial Period, and Trial results, whether in printed or electronic form: Google Ads, Google Analytics, Google Tag Manager, and related Google platform dashboards, logs, and reports; Meta (Facebook/Instagram) Ads Manager dashboards, logs, and reports; Google Business Profile (formerly Google My Business) dashboards, insights, call logs, message logs, review data, and exports; CallRail or similar call tracking and recording platform logs, recordings, transcripts, and reports; CRM logs and records (including lead records, opportunity records, tasks, notes, and activity histories); Email, SMS, chat, and messaging platform logs, including sent, delivered, opened, clicked, and replied status; Web server logs, DNS logs, form submission logs, and analytics or attribution platform screenshots and exports; Agency's internal project management, time-tracking, ticketing, and task management system records; Invoices, payment records, ad platform billing statements, and transaction histories; Meeting notes, calendar logs, call notes, and
14. Intellectual Property and Third-Party Materials
For purposes of this Section 14: "Client IP" means all pre-existing trademarks, logos, content, data, and materials supplied by Client. "Agency IP" means all pre-existing tools, processes, templates, methodologies, software, and know-how of Agency. "Deliverables" or "Campaign Assets" means the specific ads, copy, designs, campaigns, landing pages, and related materials created by Agency for Client in connection with the Trial Services (excluding Client IP, Agency IP, and Third-Party Materials). "Third-Party Materials" means any stock images, fonts, software, platforms, or other content provided by third parties and used or incorporated in the Trial Services under separate third-party terms or licenses. Until all amounts due for the Trial Services have been paid in full: Agency retains all right, title, and interest in and to all Deliverables and Secured Assets; Client is granted only a limited, revocable, non-exclusive license to use Deliverables solely as necessary for the Trial Period and solely as directed by Agency; and Agency may revoke such license and remove/take down Deliverables and Secured Assets in accordance with Section 10.2.
15. Confidentiality; Use of Results
"Confidential Information" means any non-public business, technical, financial, or strategic information disclosed by one Party to the other in connection with the Trial, whether oral or written, and whether or not marked as confidential. Each Party agrees to: (a) Use the other Party's Confidential Information only as necessary to perform its obligations or exercise its rights under this Agreement and the Trial Services Agreement; (b) Not disclose Confidential Information to any third party except to employees, contractors, or professional advisors who need to know and are bound by confidentiality obligations no less protective than those herein; (c) Use reasonable measures to protect the confidentiality of such information.
16. Limitation of Liability
For clarity, nothing in this Section 16 limits Agency's right to collect amounts owed, interest, liquidated damages under Section 11, or attorney fees and costs as provided herein.
17. Indemnification
Client shall indemnify, defend, and hold harmless Agency and its officers, members, employees, and agents from and against any and all third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney fees) arising out of or related to: (a) Client's breach of this Agreement or the Trial Services Agreement; (b) Client's use of the Trial Services, Deliverables, or Secured Assets in violation of law or this Agreement; (c) Client IP or Client-supplied materials infringing or misappropriating any third-party rights; (d) Client's products, services, or business practices. Subject to the limitations of this Agreement, Agency shall indemnify, defend, and hold harmless Client from and against third-party claims that the Deliverables, as delivered by Agency and used in accordance with this Agreement and Agency's instructions, infringe any U.S.
18. Term and Termination
The Trial Period shall run for thirty (30) days from the effective campaign launch date, unless otherwise specified in the Trial Services Agreement. Client may terminate the Trial Period early; however, upon any early termination: (a) Benchmarks shall be deemed achieved; and (b) All amounts owed under the Trial Services Agreement become immediately due and payable. Agency may suspend or terminate Trial Services immediately upon Client's material breach, including non-payment, chargebacks, failure to provide access, or misuse of Secured Assets, without prejudice to any other remedies available to Agency.
19. Force Majeure
Neither Party shall be liable for failure or delay in performing its obligations (excluding payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, power failures, widespread platform outages, or governmental actions, provided that the affected Party provides prompt notice and uses commercially reasonable efforts to resume performance.
20. Governing Law, Venue, and Attorney Fees
This Agreement and any dispute arising out of or relating to it or the Trial Services Agreement shall be governed by the laws of the State of Texas, without regard to conflict-of-law principles. The Parties agree that exclusive venue for any such dispute shall lie in the state or federal courts located in Travis County, Texas. The prevailing Party in any action or proceeding shall be entitled to recover its reasonable attorney fees and costs.
21. Waiver of Jury Trial
Client acknowledges that it has been advised of its right to consult with independent legal counsel regarding this waiver and enters into this waiver knowingly and voluntarily.
22. Notices
All notices required or permitted under this Agreement shall be in writing and shall be deemed given when: (a) Delivered personally; (b) Sent by recognized overnight courier; or (c) Sent by email with confirmation of transmission, to the addresses or email addresses set forth in the applicable Trial Services Agreement, or to such other address as a Party may designate in writing from time to time.
23. Assignment; No Third-Party Beneficiaries
Client may not assign or transfer this Agreement or any Trial Services Agreement, in whole or in part, without Agency's prior written consent, except in connection with a merger, acquisition, or sale of substantially all of Client's assets. Agency may assign this Agreement or any Trial Services Agreement to an affiliate or in connection with a merger, acquisition, or sale of its business or assets. This Agreement is for the sole benefit of the Parties and their permitted successors and assigns and does not confer any rights or benefits on any third party.
24. Policies Incorporated by Reference
In the event of any conflict between any such policy and this Agreement or a signed Trial Services Agreement or SOW, the Trial Services Agreement and this Master Trial Services Agreement shall govern with respect to payment obligations, enforcement, liabilities, remedies, and legal rights.
26. Entire Agreement; Amendment
This Agreement, together with the applicable Trial Services Agreement and SOW, constitutes the entire agreement between the Parties with respect to the Trial Services and supersedes all prior and contemporaneous understandings, proposals, or agreements, whether oral or written, relating to the subject matter hereof. This Agreement may be amended only by a written instrument expressly stating the intent to amend and executed by Agency; Client's execution of an updated Trial Services Agreement incorporating a revised version of this Master Trial Services Agreement by reference shall be deemed acceptance of such revised version.
Exhibit A — Statement of Work & Benchmark Framework (Reference)
Trial Duration: Thirty (30) days from campaign launch. Platforms: May include Google Ads, Meta Ads, AI Search, CallRail, web analytics, and funnel adjustments. Benchmarks: Defined per client engagement in the Trial Services Agreement and SOW. Benchmarks are considered achieved or deemed achieved when: Platform reporting validates results; Client fails to follow up on leads; Client delays or restricts access; Client provides inaccurate or misleading information; Client fails to respond for three (3) business days; Client obstructs tracking, call routing, or data verification. NO SIGNATURE REQUIRED — INCORPORATED BY REFERENCE INTO ALL SIGNED TRIAL AGREEMENTS