Effective Date: July 19, 2025
Version: 1.3
This Master Services Agreement (“Agreement”) governs all services provided by Dennis Ryan and UPLONE, including their employees, contractors, and authorized representatives (collectively, “the Agency”), to any client (“Client”). By paying an invoice, using our services, or continuing a working relationship with the Agency, the Client acknowledges and agrees to the most current version of this Agreement, available at https://uplone.com/terms. This Agreement remains binding and enforceable even in the absence of a signed document, provided the services are used and/or paid for.
Agency: Refers collectively to UPLONE, Dennis Ryan, and any employees, contractors, subcontractors, or other authorized representatives acting on their behalf. Client: The individual or business entity receiving services from the Agency. Services: All work provided by the Agency, including web design, SEO, programming, hosting, and digital advertising. Retainer: A pre-paid service contract billed monthly. Statement of Work (SOW): An itemized scope and timeline for specific projects. Proprietary Code: Custom configurations, scripts, or systems created by the Agency.
The Agency provides services including: Website development and redesign, Digital marketing & SEO, Programming, maintenance, and performance optimization, and Paid advertising (PPC) account setup and management. For retainer clients, the Agency will perform work monthly and provide a summary report. Project-based clients will receive an initial, itemized SOW.
The Agency agrees to make commercially reasonable efforts to respond to client support requests within one (1) business day, Monday through Friday, excluding holidays. Uptime for hosted websites is targeted at 99.5% monthly, excluding scheduled maintenance or outages caused by factors beyond the Agency’s control. Unless otherwise specified in a Statement of Work (SOW), the Agreement does not include emergency support, guaranteed response times, or 24/7 availability. Clients requiring such service levels must purchase a support retainer or SLA add-on. Post-Launch Support and Maintenance: Unless covered under a separate support agreement or ongoing retainer, the Agency’s obligations under this Agreement end upon final delivery and acceptance of the project. Ongoing updates, security patches, bug fixes, or feature enhancements are not included unless specifically agreed upon in writing.
To maintain the security, stability, and integrity of proprietary systems, the Agency retains exclusive control over its custom backend logic, configurations, and administrative access. For CMS-based websites such as WordPress, the Agency does not grant FTP, root server, or unrestricted admin-level access by default. Limited admin access may be granted upon written request at the Agency’s discretion, provided the Client accepts full liability for any issues arising from such access. This policy is in place to protect proprietary code and hosting environments, prevent system instability, and ensure optimal performance. Upon final delivery and payment, the Client owns all creative assets (including logos, designs, and written content). For Shopify projects, full ownership is transferred and staff access is automatically revoked upon handoff. A collaborator account may remain active for maintenance purposes unless explicitly revoked by the Client. Client ownership does not extend to any underlying proprietary systems, software programs, architecture, scripts, custom configurations, advertising logic, or intellectual property developed or deployed by the Agency. Such assets remain the sole property of the Agency. This includes proprietary code embedded in CMS backends, tracking or analytics tags, plugin configurations, and advertising strategies within platforms like Google Ads or Microsoft Ads. The Client is encouraged to submit requests for technical changes to the Agency for proper implementation. Any unauthorized modification, access, or tampering with backend systems may void warranties or support obligations and may expose the Client to additional fees or liability.
Work will normally be performed off-site at the Agency’s office in Gap, PA but occasionally may take place elsewhere, as required. Work priority and scheduling will be at the discretion of the Agency and will normally occur between the hours of 8:00 to 18:00 from Monday to Friday.
It is understood by the parties that the Agency is an independent contractor with respect to the Client, and not an employee of the Client. The Client will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of the Agency.
In consideration for the Website, the Client will pay the Agency in accordance with the payment schedule and terms set forth on the project's invoice(s). Retainer: Work is billed monthly based on the retainer agreement, at a discounted rate of $80/hour. Excess Time (Retainer Clients): If Client requests exceed contracted hours, additional time is billed at $90/hour. Non-Retainer Work: Project-based, pre-paid hours, or one-time services are billed at the Agency’s general hourly rate of $120/hour. Exclusive Expenses: Third-party costs (e.g., plugins, stock media, ads, domains) are invoiced separately and are reimbursable by the Client (Net 30). Annual Website or App Hosting: Due to upfront provisioning and platform commitments, annual hosting is billed in advance and is not refundable after activation.
The Agency retains ownership of all custom code, configurations, proprietary formulas, and scripts developed within websites, apps, software programs, or advertising platforms. If created under the Agency-managed master ad accounts (Google Ads, Meta Ads, etc.), the Client does not own or control these accounts and cannot request ownership or export of proprietary logic. The Agency reserves the right to include a discreet branded tag in the footer of any website it fully develops. Removal may be requested in writing and will be reviewed in good faith by the Agency.
The Client grants the Agency a non-exclusive, royalty-free license to display the completed project (including screenshots and the Client’s name and logo) in the Agency’s portfolio, website, and marketing materials, unless otherwise requested in writing.
The Client agrees to: Provide timely approvals, feedback, and materials necessary for the Agency to perform Services. Ensure all materials provided do not infringe any third-party rights and comply with laws. The Client represents and warrants that any assets it provides for use in the project (including but not limited to logos, images, copy, video, fonts, or music) are properly licensed or owned by the Client. The Agency is not responsible for verifying licensing status of Client-provided materials and shall be held harmless for any resulting claims or damages. Cooperate in good faith with the Agency and avoid unreasonable delays. Acknowledge that failure to cooperate may delay the project and reduce effectiveness of Services. If Client delay prevents use of hours in a retainer month, up to three (3) unused hours may be rolled over to the following month at the Agency’s discretion.
Retainers run for a 12-month term, auto-renewing monthly thereafter unless canceled within 30 days of contract expiration. Projects conclude upon final delivery unless otherwise specified. To account for advance scheduling and resource allocation, early termination by the Client may incur a cancellation fee of up to 50% of the remaining contract value. If the Agency terminates, unused prepaid time (minus expenses) will be refunded.
The Client agrees to indemnify and hold harmless the Agency from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable attorney’s fees and legal costs) arising out of or related to: The Client’s use or misuse of the Services or deliverables, Any breach of this Agreement by the Client, Any third-party claim related to content, branding, or business operations of the Client. The Agency shall not be liable for any claims or damages arising from good-faith performance of services, technical errors, or delays that do not constitute gross negligence or willful misconduct. The Client expressly acknowledges that some degree of human error is acceptable in all professional services and does not, in itself, constitute a breach of contract or grounds for liability. This indemnification survives termination of this Agreement.
To the fullest extent permitted by law, the Agency’s total aggregate liability arising out of or relating to this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total amount paid by the Client to the Agency under this Agreement during the three (3) months preceding the claim. In no event shall the Agency be liable for any indirect, incidental, special, consequential, punitive damages, loss of profits, loss of business, or loss of data, even if advised of the possibility of such damages. This limitation applies regardless of the form of action, whether in contract, tort, warranty, strict liability, or otherwise, except where prohibited by law.
Disputes shall first be addressed through good-faith negotiation. If unresolved, they must be submitted to binding arbitration in Pennsylvania under AAA rules, unless mutually agreed otherwise in writing. The prevailing party is entitled to attorney’s fees.
The Agency provides Services "AS IS" and expressly disclaims all warranties, whether express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement. The Agency does not guarantee specific results, outcomes, or success from the use of its Services or deliverables, including rankings, sales, or revenue.
Neither party shall be liable for delays or failure to perform due to causes beyond their reasonable control, including but not limited to acts of God, natural disasters, government actions, war, terrorism, labor disputes, or internet outages. In such cases, performance timelines shall be extended by the period of the force majeure event.
Each party agrees to keep confidential any proprietary or confidential information disclosed by the other during the course of this Agreement and to use such information solely for performance under this Agreement. This obligation survives termination for a period of three (3) years.
The Agency may use stock photography, illustrations, fonts, icons, video, audio, or other third-party assets ("Stock Assets") in the creation of deliverables. Unless otherwise specified in writing, all such Stock Assets are licensed for use under standard royalty-free terms from reputable stock providers (e.g., Adobe Stock, Envato, Unsplash, Google Fonts). Unless the Client provides its own licenses, the Stock Assets included are licensed to the Agency and sublicensed to the Client for the intended use (e.g., website display, digital marketing). These licenses may be limited to web usage only and may not include rights for resale, broadcast, print, or redistribution. The Client agrees not to extract, reuse, redistribute, or resell Stock Assets separately from the project deliverables. The Client is solely responsible for obtaining appropriate licenses for any stock content they provide or request the Agency to use. The Agency makes no representations regarding the suitability or ongoing availability of third-party assets and shall not be liable for license expiration, revocation, or claims resulting from misuse or modification of Stock Assets.
The Agency may collect or process personal data solely to the extent necessary to perform the services outlined in this Agreement. The Agency agrees to use reasonable administrative, technical, and physical safeguards to protect such data. Each party shall comply with applicable data privacy laws, including but not limited to the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA), to the extent those laws apply. The Client is solely responsible for obtaining all necessary consents, providing legally required privacy notices, and ensuring the lawful basis for data processing related to their website and marketing activities.
The Agency develops websites using frameworks and tools that support accessibility best practices, including functionality to add alt tags, keyboard navigation, and semantic structure. However, full compliance with accessibility standards (including the Americans with Disabilities Act (ADA), WCAG, and other applicable laws) requires continuous content upkeep and editorial judgment. The Client acknowledges that: The Agency is not liable for ongoing compliance unless specifically contracted to do so in writing. Alt tags, headings, captions, and color contrast are often affected by content added by the Client. The Client is responsible for maintaining compliance after delivery, and the Agency provides no guarantee of full or ongoing ADA compliance unless explicitly stated in the scope of work. The Agency will not be held responsible for any legal claims or liabilities related to website accessibility unless resulting from willful misconduct or gross negligence.
The Agency implements industry-standard practices to secure hosting environments and website code against unauthorized access. However, the Agency cannot guarantee absolute security and is not liable for breaches resulting from third-party software vulnerabilities, client-side credentials, or hosting provider incidents. In the event of a confirmed security breach involving client data stored or managed by the Agency, the Agency will notify the Client within seventy-two (72) hours and cooperate reasonably with investigation and remediation efforts.
For the duration of this Agreement and for a period of two (2) years following the conclusion of the project or any related services, the Client agrees not to directly or indirectly solicit, engage, or employ any individual who is, or within the previous twelve (12) months was, an employee, contractor, or consultant of the Agency, without prior written approval from the Agency. This restriction applies to all forms of engagement, including but not limited to full-time, part-time, freelance, or contractual arrangements. The Client further agrees not to encourage or induce any such individual to end their relationship with the Agency. The parties acknowledge that any violation of this provision would result in significant harm to the Agency that may not be adequately compensated through monetary relief alone. Therefore, in the event of a breach or anticipated breach, the Client shall pay the Agency liquidated damages in an amount equal to the greater of: (a) the total fees paid by the Client to the Agency in the twelve (12) months prior to the breach, or (b) the annualized compensation of the individual solicited or hired at the time of such breach. These liquidated damages are intended as a reasonable approximation of potential losses and are not to be construed as a penalty.
During the term of this Agreement and for a period of three (3) years following its termination, neither party shall make or publish any statement, written or oral, that is false, defamatory, or reasonably expected to cause harm to the reputation or commercial interests of the other party. This provision shall not restrict either party from sharing fact-based experiences, or from complying with legal or regulatory obligations.
If any clause is deemed unenforceable, the remainder remains in effect. Failure to enforce a clause does not waive future rights.
This document contains the entire agreement between the parties. No verbal or unsigned amendments are enforceable.