Master Service Agreement
1. Parties & Acceptance
This Master Service Agreement (“Agreement”) is between Foxglove Solutions (“Foxglove,” “we,” “us”) and the client identified at checkout or on an order form (“Client,” “you”). By checking “I agree” at checkout, electronically signing an order, or making payment, you agree to these terms as of that date (the “Effective Date”).
2. Definitions
- Services: the search, local, and content services in the plan you select (Local Starter, Local Growth, Market Leader, or a custom multi-site scope), as described on our website and any order form (“Order”).
- Plan / Tier: the package selected at purchase.
- Deliverables: work product we provide (content, optimizations, reports).
- Client Property: your website, Google Business Profile, accounts, brand assets, and data.
3. Services
3.1 We will provide the Services for the selected Plan as described in the then-current plan description, which is incorporated by reference. The plan description controls scope.
3.2 Website implementation. We implement on-site changes (page edits, content publishing, schema) only for WordPress websites. For all other platforms, we deliver ready-to-publish assets plus written implementation instructions, and Client (or Client’s web provider) is responsible for publishing. This is a material term of pricing.
3.3 We may use subcontractors and third-party tools. We remain responsible for the Services.
3.4 Scope changes are by mutual written agreement and may adjust fees.
4. Term, Renewal & Cancellation
4.1 Initial Term. Services begin on the Effective Date and continue for an initial minimum term of three (3) months.
4.2 Automatic month-to-month renewal. After the Initial Term, this Agreement automatically continues on a month-to-month basis until cancelled.
4.3 Cancellation. After the Initial Term, either party may cancel with thirty (30) days’ written notice. Cancellation takes effect at the end of the then-current billing cycle following the notice period. You may cancel by emailing hello@foxglovesolutions.com.
4.4 No early termination for convenience during the Initial Term. If you cancel before the Initial Term ends (other than for our uncured material breach), the remaining Initial-Term monthly fees become immediately due.
4.5 Automatic Renewal Disclosure (California Bus. & Prof. Code §17600 et seq.)
YOUR SUBSCRIPTION AUTOMATICALLY RENEWS. After the 3-month Initial Term, your plan renews monthly and your payment method is automatically charged the then-current monthly fee each cycle until you cancel. There is no end date unless you cancel. You may cancel any time after the Initial Term with 30 days’ notice by emailing hello@foxglovesolutions.com. We will send an electronic acknowledgment of these auto-renewal terms after purchase. If we change the recurring terms, we will notify you in advance as required by law.
5. Fees & Payment
5.1 Setup fee. A one-time setup fee of $499 applies unless waived by a stated promotion. The setup fee is non-refundable once onboarding begins.
5.2 Monthly fee. As shown for your Plan ($349, $799, or $1,499 per month, or custom for multi-site), billed in advance each cycle.
5.3 Payment method. Fees are charged via our payment processor. You authorize recurring charges to your payment method and represent that you are authorized to use it.
5.4 Failed payments. If a charge fails, we may retry and may suspend Services until payment clears. Accounts past due 10 days may be suspended; past due 30 days, terminated.
5.5 Taxes. Fees are exclusive of applicable taxes.
5.6 Price changes. We may change fees for renewal periods with at least 30 days’ notice; changes never apply during the Initial Term.
5.7 Refunds. Except as required by law, monthly fees already incurred and the setup fee are non-refundable. We do not pro-rate partial months.
6. Client Responsibilities
6.1 Provide timely access to your Google Business Profile, website/CMS (where we implement), analytics, and management/PMS data needed for the Services.
6.2 Review and approve Deliverables within 5 business days; silence beyond that is deemed approval so timelines are not blocked.
6.3 Ensure information you provide (hours, address, pricing, unit data) is accurate; maintain NAP accuracy.
6.4 Maintain your own website hosting, domain, and platform fees (not included unless stated).
6.5 Do not engage another vendor for overlapping SEO on the same property during the Term without disclosure, to avoid conflicting signals.
7. Market Exclusivity
7.1 During the Term, we will not provide self-storage SEO Services to another directly competing storage facility within a 5-mile radius of your facility (15-mile radius in designated rural markets).
7.2 Exclusivity applies to the specific facility address on your Order and lapses upon termination. Multi-facility exclusivity is defined in the multi-site Order.
8. Performance Disclaimer: No Guarantee of Rankings
8.1 SEO and local search results depend on third parties (Google and others) and factors outside our control. We do not guarantee specific rankings, traffic, leads, rentals, revenue, or timelines. Any examples or case studies are illustrative, not promises.
8.2 We commit to performing the Services with professional skill and care, not to a specific search outcome.
8.3 Search engines may change algorithms, policies, or your listing status at any time; such changes are not our breach.
9. Intellectual Property & Ownership
9.1 Upon full payment for the cycle in which they were delivered, Client owns the final Deliverables created specifically for Client (for example, published page copy and blog posts).
9.2 Foxglove retains all rights in its methodologies, templates, tools, internal processes, and pre-existing materials, and may reuse general know-how.
9.3 Client grants Foxglove a license to use Client’s name, logo, and Profile to perform the Services.
9.4 Portfolio rights. Foxglove may reference the engagement and results in anonymized form (for example, “a Southern California facility”) for marketing, without disclosing Client’s name, unless Client gives written permission to be named.
10. Confidentiality
Each party will protect the other’s non-public information, use it only to perform or receive the Services, and not disclose it except to those who need it and are bound by similar duties. This excludes information that is public, independently known, or legally compelled (with notice where allowed).
11. Data Protection & Privacy
11.1 Each party will comply with applicable privacy laws, including the California Consumer Privacy Act (CCPA/CPRA), in handling personal information.
11.2 We process Client data only to provide the Services. To the extent we act as a service provider under the CCPA, we will not sell or share Client personal information or use it outside the Services.
12. Third-Party Services
The Services rely on third-party platforms (Google, payment processors, hosting, directories). We are not responsible for their availability, policies, pricing, or actions, and their terms govern your use of them.
13. Warranties & Disclaimer
13.1 Each party warrants it has authority to enter this Agreement.
13.2 EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED “AS IS.” WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
14. Limitation of Liability
14.1 Neither party is liable for indirect, incidental, consequential, special, or punitive damages, or lost profits or revenue.
14.2 Our total aggregate liability for any claim is limited to the fees paid by Client to Foxglove in the three (3) months preceding the claim.
14.3 These limits do not apply to a party’s confidentiality breach, indemnity obligations, or Client’s payment obligations.
15. Indemnification
Client will indemnify Foxglove against third-party claims arising from Client Property, content or data Client provides, or Client’s breach of law or this Agreement. Each party will indemnify the other for its infringement of third-party intellectual property.
16. Termination for Cause
Either party may terminate for the other’s material breach not cured within 15 days of written notice. We may suspend or terminate immediately for non-payment or misuse. Sections that by nature survive (fees due, intellectual property, confidentiality, disclaimers, liability limits, and dispute terms) survive termination.
17. Dispute Resolution & Governing Law
17.1 Governing law: California, without regard to conflict-of-laws rules.
17.2 Informal resolution first: the parties will attempt to resolve disputes in good faith for 30 days before formal action.
17.3 Venue: the state or federal courts located in California.
17.4 The prevailing party may recover reasonable attorneys’ fees where permitted.
18. Miscellaneous
This Agreement is the entire agreement and supersedes prior discussions. Amendments must be in writing; for click-wrap acceptance, updated terms posted with notice apply at renewal. The parties are independent contractors; no agency or partnership is created. Neither party may assign this Agreement without consent, except to a successor or acquirer. Force majeure applies to events beyond a party’s reasonable control. If any provision is unenforceable, the rest remains in effect. Notices go to the emails or addresses on file. There are no third-party beneficiaries. Electronic signatures and click-acceptance are valid and enforceable.
Questions
Contact us at hello@foxglovesolutions.com.
