Master Service Agreement

This Master Service Agreement (“Agreement”) is entered into between Manjonka LLC (“GroXpertise,” “we,” or “us”) and the client identified in an applicable order or Statement of Work (“Client,” “you”). It governs all services we provide to you. By signing an order or SOW, or by authorizing or accepting the Services, you agree to this Agreement.

1. Definitions

• “Services” � the growth, marketing, software, automation, and related services we provide.
• “SOW” � a Statement of Work, order, or proposal describing specific services, deliverables, fees, and timelines.
• “Deliverables” � the work product we provide under an SOW.
• “Client Materials” � content, data, and access you provide to us.

2. Scope & Statements of Work

We will provide the Services described in each SOW. Each SOW is incorporated into and governed by this Agreement. In the event of a conflict, the SOW controls for the specific engagement it describes; otherwise this Agreement controls. Changes to a SOW must be agreed in writing (email acceptance is sufficient).

3. Fees & Payment

You will pay the fees stated in each SOW. Unless stated otherwise, invoices are due on receipt, recurring fees are billed in advance, and amounts are exclusive of taxes. Late amounts may accrue interest at the lesser of 1.5% per month or the maximum permitted by law, and we may suspend Services for non-payment after reasonable notice. Refunds are governed by our Refund Policy.

4. Client Responsibilities

You will provide timely access, materials, approvals, and feedback reasonably required for us to perform. Delays caused by you may affect timelines and fees. You are responsible for the accuracy and legality of Client Materials and for compliance with laws applicable to your business.

5. Intellectual Property & License

You retain ownership of Client Materials. We retain ownership of our pre-existing materials, tools, methods, frameworks, and software. Upon full payment, we assign or license to you the Deliverables as specified in the SOW, typically a license or assignment sufficient for you to use the Deliverables in your business. We may use generalized know-how and non-confidential learnings, and may reference the engagement in our portfolio unless the SOW states otherwise.

6. Confidentiality

Each party will protect the other’s confidential information with reasonable care and use it only to perform under this Agreement. This obligation does not apply to information that is public, independently developed, or lawfully obtained from a third party, and does not prevent disclosure required by law.

7. Data Protection

Where we process personal data on your behalf, our Data Processing Agreement applies and is incorporated by reference. Our handling of personal data is described in our Privacy Policy.

8. Warranties & Disclaimers

We warrant that the Services will be performed in a professional and workmanlike manner. Except for this warranty, the Services and Deliverables are provided “as is.” We do not guarantee specific outcomes such as rankings, traffic, lead volume, or revenue, which depend on factors outside our control.

9. Limitation of Liability

To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or lost profits or revenue. Our aggregate liability under this Agreement will not exceed the fees you paid to us for the Services giving rise to the claim during the 12 months preceding the claim.

10. Indemnification

Each party will indemnify the other against third-party claims arising from its breach of this Agreement, its negligence or willful misconduct, or, for you, from Client Materials and your business operations.

11. Term, Termination & Suspension

This Agreement begins on the effective date of the first SOW and continues until terminated. Either party may terminate a SOW for convenience with the notice stated in it, or immediately for a material breach that is not cured within 30 days of written notice. We may suspend Services for non-payment or for use that creates legal or security risk. Upon termination, you will pay for Services performed and non-cancellable costs incurred through the effective date of termination.

12. Independent Contractor

We are an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

13. Non-Solicitation

During the engagement and for 12 months after, neither party will knowingly solicit for employment the other party’s personnel directly involved in the Services, except through general advertising not targeted at them.

14. Force Majeure

Neither party is liable for delays or failures caused by events beyond its reasonable control, including acts of God, outages, labor disputes, and governmental actions.

15. Governing Law & Disputes

This Agreement is governed by the laws of the State of California, USA, without regard to conflict-of-law rules. The parties submit to the exclusive jurisdiction of the courts located in San Joaquin County, California, USA, except that either party may seek injunctive relief to protect its intellectual property or confidential information.

16. Order of Precedence & Entire Agreement

This Agreement, together with each SOW, our Terms of Service, Privacy Policy, and Data Processing Agreement, is the entire agreement between the parties and supersedes prior understandings. In case of conflict: (1) the SOW, (2) this Agreement, (3) the Terms of Service.

17. Contact

Questions about this Agreement: [email protected].