Last Updated: October 24, 2025
This Master Services Agreement (the “Agreement” or “MSA”) is entered into by and between DaronR Managing Partners, Limited Company (“Company,” “we,” “us,” or “our”), operator of daronr.com, and the customer identified in the applicable order form, proposal, or statement of work (“Client,” “you,” or “your”). This Agreement governs all professional services Company provides to Client, including without limitation social media marketing, social media management, pay?per?click (PPC) ad management, video editing, website management, brand development, logo design, AI automation and chatbots, operations consulting, mystery shops, cold calling, sales closing/appointment?setting, recruiting and staffing, data analytics, and any other services expressly described in an order form or statement of work (each a “Service” and, collectively, the “Services”).
At?A?Glance (Convenience Only):
• Services are delivered under SOWs that set scope, deliverables, and fees.
• Minimum 30?day prior written notice required to cancel any active Service (Section 10).
• Fees are due as stated in the SOW; retainers are typically non?refundable once billed (Section 6).
• We do not guarantee specific outcomes (rankings, ROAS, sales, hires, etc.) (Sections 8–9).
• Client must supply timely access, approvals, and compliant data; we are not liable for matters outside our control (Sections 5, 11–12).
1. Order of Documents; Incorporation by Reference
1.1 Documents. This MSA incorporates by reference: (a) each mutually executed statement of work, insertion order, or order form (each, an “SOW”); (b) our Terms & Conditions; (c) our Privacy Policy and any applicable Data Processing Addendum (DPA); and (d) any Service?specific addendum referenced in an SOW.
1.2 Precedence. In case of conflict, documents control in the following order: (1) DPA (for data processing matters), (2) SOW, (3) this MSA, (4) Terms & Conditions, and (5) any non?binding proposals.
2. Scope of Services; Changes
2.1 Scope. Company will perform the Services identified in the SOW, which shall specify scope, milestones, timelines, deliverables, assumptions, Client dependencies, and fees. Services may include, without limitation, advisory, creative, technical, operational, and staffing/recruitment activities.
2.2 Changes. Changes to scope, deliverables, or timelines require a written change order and may adjust fees and schedules. Additional revision rounds, expedited turnarounds, or added channels are out?of?scope unless expressly included in an SOW.
3. Term; Renewal; Suspension
3.1 Term. The term of this MSA begins on the Effective Date of the first SOW and continues until terminated per Section 10.
3.2 SOW Terms. Each SOW has its own initial term and renews for successive terms of equal length unless either party provides notice per Section 10.
3.3 Suspension. Company may suspend or throttle work for non?payment, legal/policy violations, security risks, or material Client breach. Suspension does not waive or reduce fees already due or accruing.
4. Roles; Independent Contractor; Subcontracting
4.1 Independent Contractor. Company is an independent contractor; nothing herein creates a partnership, joint venture, franchise, or employment relationship.
4.2 Subcontracting. Company may subcontract portions of the Services to qualified providers (e.g., media buyers, editors, recruiters, researchers, cloud/hosting partners), remaining responsible for their performance.
5. Client Responsibilities
5.1 Inputs & Approvals. Client shall timely provide access to platforms, budgets, assets, brand guidelines, product data, calendars, premises (where applicable), and decision?makers; and shall issue approvals or consolidated feedback within the timeframes specified in the SOW.
5.2 Compliance Data & Consent. Client is solely responsible for the accuracy, lawfulness, and adequacy of contact lists, lead sources, scripts, claims, and any personal data supplied for outreach, analytics, or advertising. Client will maintain consent and suppression records and ensure compliance with CAN?SPAM, TCPA, state mini?TCPA laws, TSR, and applicable privacy statutes.
5.3 Policies & SOPs. Client acknowledges Company’s standard operating procedures (SOPs) for creative reviews, ad launches, revisions, QA, security, and data handling. Company may adapt SOPs to platform or legal changes.
6. Fees; Invoicing; Expenses
6.1 Fees. Fees are as stated in the SOW and may include retainers, project fees, performance/commission components, or pass?through media/third?party costs.
6.2 Billing & Payment. Unless otherwise stated, (a) retainers and recurring fees are billed in advance; (b) usage?based or overage fees and out?of?scope work are billed in arrears; and (c) invoices are due net ten (10) days. Payments may be processed via third?party processors, including Stripe.
6.3 Non?Refundable Retainers. Retainers and time?based service fees are non?refundable once billed, as capacity and personnel are allocated upon billing.
6.4 Expenses. Client shall reimburse pre?approved, reasonable out?of?pocket expenses (e.g., travel, specialized tools, background checks) at cost. Media spend is Client’s responsibility unless otherwise specified.
6.5 Late Payment. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum allowed by law. Company may pause Services until payment is cured; reinstatement may require a deposit.
7. Deliverables; Acceptance
7.1 Submission & Review. Deliverables will be submitted for Client review per the SOW. Unless Client provides consolidated, specific feedback within the SOW response window, Deliverables may be deemed accepted and eligible for deployment.
7.2 Usage. Unless otherwise stated, Deliverables are for the brand(s), territory, channels, and term defined in the SOW.
8. No Guarantees; Marketing & Creative Services
8.1 Performance Disclaimer. Marketing, creative, and advisory outcomes depend on factors outside Company’s control, including platform policies, auctions, algorithms, market dynamics, competition, supply chain, consumer behavior, and economic conditions. Company does not guarantee impressions, clicks, rankings, conversions, ROAS, revenue, sales volume, or profitability.
8.2 Attribution & Variance. Analytics may differ across vendors (Google, Meta, Bing, TikTok, CRMs, call?tracking, etc.). Discrepancies do not imply error or negligence.
9. Staffing, Recruiting & Mystery Shops
9.1 Recruiting/Staffing. Company sources candidates on a best?effort basis; background or reference checks are conducted as agreed in the SOW. Company does not warrant candidate performance, tenure, or retention. Client is the employer of record unless the SOW specifies otherwise.
9.2 Mystery Shops. Mystery shops provide observational feedback at a point in time and are not comprehensive audits. Results may vary based on staff, volume, and conditions.
10. Cancellation; Termination; Notice
10.1 Client Cancellation (30?Day Notice). Client may cancel any active recurring Service upon no less than thirty (30) days’ prior written notice to legal@daronr.com (subject: “Service Cancellation”) identifying the SOW and effective date. Fees already billed are non?refundable. If notice is provided fewer than 30 days before the next billing cycle, the next cycle will be billed and the Service will terminate thereafter.
10.2 Termination for Cause. Either party may terminate an SOW for material breach not cured within thirty (30) days of written notice. Company may terminate immediately for illegal activity, safety or security risks, or platform policy violations.
10.3 Effect of Termination. Upon termination, Client shall pay all accrued, non?cancelable, and minimum commitment fees. Sections intended to survive (including Fees, IP, Confidentiality, Disclaimers, Limitations, and Dispute Resolution) shall survive.
11. Third?Party Services; Compliance
11.1 Third?Party Platforms. Services may involve third?party platforms and vendors (e.g., WordPress/Automattic, WP Cloud, Google, Meta, Microsoft/Bing, TikTok, LinkedIn, Pinterest, programmatic DSPs, call/SMS tools, ATS/HRIS providers). These are governed by their own terms and privacy policies. Company is not responsible for third?party availability, policy changes, pricing, enforcement actions, or outages.
11.2 Regulatory Compliance. Client is responsible for regulatory approvals and disclosures (e.g., FTC advertising rules, sector claims substantiation, TCPA compliance for cold calling/SMS, Do?Not?Call and internal DNC list maintenance, CAN?SPAM for email, and state privacy laws). Company may decline or pause work that appears non?compliant.
12. Intellectual Property
12.1 Company IP. Company retains ownership of pre?existing and underlying tools, playbooks, frameworks, templates, code, and know?how (“Company IP”).
12.2 License to Deliverables. Subject to full payment, Company grants Client a non?exclusive, worldwide, royalty?free license to use the final Deliverables for the purposes and channels defined in the SOW. Source files or raw project files (e.g., working design files, edit timelines, prompt libraries) are not included unless expressly purchased.
12.3 Client Content. Client grants Company a limited license to use Client Content solely to perform the Services and represents that it has all necessary rights.
12.4 Subsidized/Free Website Builds — Conditional Ownership. If Company designs, develops, or deploys a website for Client at a discounted rate, on a payment plan, or for free in consideration of Client’s commitment to purchase hosting and/or management for a minimum term (each a “Subsidized Build”), then ownership of the website (including layouts, templates, compiled code, and configuration) remains with Company until Client has fully satisfied the minimum term and paid all amounts due.
12.5 License During Commitment. Prior to satisfaction of the minimum term, Client receives a revocable, non?exclusive, non?transferable license to use the Subsidized Build only on Company?approved infrastructure while the account remains in good standing. Client may not export, transfer, sublicense, or replicate the Subsidized Build outside Company?approved infrastructure during the commitment period without written consent.
12.6 Breach, Early Cancellation, or Non?Payment. If Client breaches, cancels, or fails to complete the minimum term (including non?payment), Client does not acquire ownership of the Subsidized Build and the license in Section 12.5 automatically terminates. Upon such termination, Company may disable access to the site and associated licensed materials. Client’s rights are limited to export of Client Content and data (e.g., text, images supplied by Client, product data, blog posts); Client does not receive Company IP, templates, layouts, premium theme/plugin licenses held by Company, or other proprietary materials.
12.7 Buyout Option (At Company’s Discretion). Company may, at its sole discretion, offer a buyout of a Subsidized Build. The buyout fee shall be the greater of: (i) the undiscounted fair market value of the website as quoted by Company; or (ii) the remaining value of the minimum term (including any waived setup/onboarding fees), plus any third?party license transfer costs. Title transfers only upon Company’s written confirmation after receipt of all amounts due. Third?party premium licenses are excluded unless expressly transferred in writing.
13. Confidentiality; Publicity
13.1 Confidentiality. Each party will protect the other’s Confidential Information using commercially reasonable safeguards and use it only to perform under this Agreement. Exclusions include information that is public, independently developed, or rightfully received without duty of confidentiality.
13.2 Publicity. Unless prohibited in an SOW, Client permits Company to reference Client’s name and non?confidential Deliverables in portfolios and case studies; removal will be honored upon reasonable written request.
14. Data Protection; Security; DPA
14.1 Privacy. The parties shall comply with applicable privacy laws. Our Privacy Policy applies to processing we conduct as a controller; where we act as a processor/service provider, the DPA governs.
14.2 Security. Company implements safeguards appropriate to the Services; however, no system is 100% secure. Client is responsible for access controls on its own systems and for not sharing credentials with unauthorized users.
15. Warranties; Disclaimers
15.1 Mutual Authority. Each party represents it has the authority to enter into this Agreement.
15.2 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THE SOW, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON?INFRINGEMENT, AND ANY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
16. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, COVER, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION. COMPANY’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THE SERVICES SHALL NOT EXCEED THE FEES PAID BY CLIENT FOR THE SPECIFIC SOW DURING THE SIX (6) MONTHS PRECEDING THE EVENT FIRST GIVING RISE TO LIABILITY. THE FOREGOING LIMITATIONS APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE.
17. Non?Solicitation
During the term of this Agreement and for twelve (12) months thereafter, Client will not, directly or indirectly, solicit for employment or engagement any Company employee or contractor who materially participated in the Services, except with Company’s prior written consent. General solicitations not targeting such personnel are excluded.
18. Force Majeure
Neither party shall be liable for delays or failures caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, governmental actions, pandemics, supply chain failures, utility interruptions, platform outages, or internet backbone failures. Performance is excused for the duration of the event.
19. Dispute Resolution; Governing Law; Venue
This Agreement is governed by the laws of the State of Arizona, without regard to conflict?of?laws rules. Any dispute shall be resolved by binding arbitration administered by JAMS or AAA in Maricopa County, Arizona, before a single arbitrator. The parties waive jury trial and class/representative actions to the fullest extent permitted by law. Either party may seek injunctive relief for IP or confidentiality breaches.
20. Notices; Contacts
Legal notices must be in writing and delivered by hand, overnight courier, certified mail (return receipt), or email with confirmation to legal@daronr.com (subject: “Legal Notice”). Privacy/DPA notices should be sent to privacy@daronr.com. Routine communications may be sent by email.
21. Assignment; Severability; Waiver; Entire Agreement
Client may not assign this Agreement without Company’s prior written consent; Company may assign to an affiliate or in connection with a merger, acquisition, or sale of assets. If any provision is held invalid, the remainder remains in effect, and the provision will be modified to the minimum extent necessary. No waiver of any breach constitutes a waiver of any other or subsequent breach. This MSA, together with incorporated documents, constitutes the entire agreement with respect to the Services and supersedes prior or contemporaneous understandings.
Client Acknowledgment. By executing an SOW or paying an invoice referencing this MSA, Client agrees to: (a) the 30?day termination notice for recurring Services; (b) non?refundable retainers once billed; (c) adherence to applicable laws and SOPs; and (d) the limitations, disclaimers, and allocations of risk set forth herein.