DISCLAIMER: This agreement was drafted based on legal research and industry best practices. ForgeFlow Labs recommends having this document reviewed by a licensed Texas attorney before use with clients.
Effective Date: ____________________
This Master Service Agreement ("Agreement" or "MSA") is entered into by and between:
Forge Flow Labs LLC, a Texas limited liability company, with its principal place of business at 7306 Park Highland Pl, Dallas, TX 75248 ("ForgeFlow," "Company," "we," or "us"),
and
Client Name: ____________________
Client Business Name: ____________________
Client Address: ____________________
Client Email: ____________________
(hereinafter referred to as "Client" or "you").
ForgeFlow and Client are each referred to individually as a "Party" and collectively as the "Parties."
WHEREAS, ForgeFlow is a Texas LLC providing professional web design, website audit, and ongoing website management services; and
WHEREAS, Client desires to engage ForgeFlow to perform the services described in the Service Schedule attached hereto as Exhibit A;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1.1 "Agreement" means this Master Service Agreement, together with all Exhibits attached hereto, as may be amended from time to time in writing signed by both Parties.
1.2 "Client Content" means all text, images, logos, trademarks, photographs, videos, data, and other materials provided by Client for use on the Site.
1.3 "Deliverables" means the website design, pages, layouts, graphics, and other work product created by ForgeFlow for Client as described in Exhibit A.
1.4 "Effective Date" means the date this Agreement is executed by both Parties.
1.5 "Initial Term" means the first three (3) months of the Agreement, beginning on the Service Activation Date.
1.6 "Pre-Existing IP" means ForgeFlow's proprietary templates, frameworks, code libraries, design systems, tools, and reusable components that existed prior to this Agreement or were developed independently of this Agreement.
1.7 "Renewal Term" means each successive one (1) month period following the Initial Term during which this Agreement automatically renews.
1.8 "Service Activation Date" means the date on which ForgeFlow begins active work on the Client's project, as specified in Exhibit A.
1.9 "Services" means the web design, website audit, website management, content updates, hosting, and related services to be provided by ForgeFlow as described in Exhibit A.
1.10 "Site" means the website created, redesigned, or managed by ForgeFlow for Client under this Agreement.
1.11 "Site Files" means the exportable components of the Site, including WordPress export files, theme files, media uploads, and database exports, but excluding Pre-Existing IP.
2.1 Services. ForgeFlow shall provide the Services described in the Service Schedule attached as Exhibit A, which is incorporated herein by reference. Services may include, but are not limited to:
2.2 Standard of Care. ForgeFlow shall perform all Services with reasonable professional care and skill consistent with generally accepted industry standards for web design services.
2.3 Exclusions. Unless expressly stated in Exhibit A, the Services do not include:
2.4 Change Orders. Any services not described in Exhibit A shall require a written change order signed by both Parties, specifying the additional scope, timeline, and fees.
3.1 Content Delivery. Client shall provide all Client Content required for the initial design or redesign within the timeline specified in Exhibit A. If Client fails to deliver required content within fourteen (14) business days of ForgeFlow's written request, ForgeFlow may use placeholder content and proceed with the project timeline.
3.2 Client Questionnaire. Client shall complete the ForgeFlow onboarding questionnaire within seven (7) business days of the Service Activation Date. This questionnaire provides essential information about Client's business, brand preferences, and project goals. Delays in completing the questionnaire may delay the project timeline by an equivalent number of days.
3.3 Timely Feedback. Client shall provide feedback on all design drafts, mockups, and deliverables within the approval window specified in Section 3.4. Client acknowledges that delayed feedback may extend project timelines.
3.4 Deemed-Approved Clause. If Client does not provide written feedback or approval within seven (7) business days of receiving any deliverable, draft, design mockup, or request for approval, the deliverable shall be deemed approved by Client. ForgeFlow will send a reminder notice on business day five (5). If no response is received by end of business day seven (7), the item is automatically approved, and ForgeFlow may proceed to the next phase of work.
3.5 Accurate Information. Client shall provide accurate and complete information regarding Client's business, and shall promptly notify ForgeFlow of any changes to such information.
3.6 Legal Compliance. Client is solely responsible for ensuring that all Client Content complies with applicable laws, regulations, and third-party rights, including but not limited to copyright, trademark, privacy, and industry-specific regulations.
4.1 Fees. Client shall pay the monthly service fee and any applicable setup fee as specified in Exhibit A.
4.2 Billing Cycle. Monthly service fees are billed on the first (1st) day of each calendar month via Stripe recurring billing. The first month's fee is due upon execution of this Agreement. If the Service Activation Date falls mid-month, the first billing cycle will be prorated.
4.3 Payment Method. All payments are processed automatically via Stripe using the payment method on file. Client is responsible for maintaining a valid payment method. Client authorizes ForgeFlow to automatically charge the payment method on file for all recurring fees and any approved additional charges under this Agreement.
4.4 Setup Fee. If a setup fee is specified in Exhibit A, it is due upon execution of this Agreement and is non-refundable.
4.5 Late Payments. Invoices not paid within ten (10) days of the due date shall accrue a late fee of one and one-half percent (1.5%) per month on the outstanding balance, or the maximum rate permitted by Texas law, whichever is less.
4.6 Failed Payments. If an automatic payment fails, ForgeFlow will notify Client and provide a five (5) business day grace period to update the payment method. If payment is not received within the grace period, ForgeFlow reserves the right to suspend Services until the account is brought current. Suspension does not relieve Client of the obligation to pay all fees due.
4.7 No Refunds. Monthly service fees are non-refundable. No refunds will be issued for partial months of service.
4.8 Additional Services. Any services beyond the scope of Exhibit A will be quoted separately and billed at the rates specified in Exhibit A, or as otherwise agreed in writing.
4.9 Taxes. Fees do not include applicable sales tax. Client is responsible for any sales tax, use tax, or similar government-imposed charges related to the Services, except for taxes based on ForgeFlow's net income.
5.1 Initial Term. This Agreement shall commence on the Effective Date and shall continue for an Initial Term of three (3) months from the Service Activation Date, unless terminated earlier in accordance with Section 6.
5.2 Automatic Renewal. Following the expiration of the Initial Term, this Agreement shall automatically renew for successive Renewal Terms of one (1) month each, under the same terms and conditions, unless either Party provides written notice of cancellation in accordance with Section 6.
5.3 AUTO-RENEWAL DISCLOSURE (TEXAS BUSINESS & COMMERCE CODE CHAPTER 608)
> THIS AGREEMENT AUTOMATICALLY RENEWS ON A MONTH-TO-MONTH BASIS AFTER THE INITIAL TERM. YOU MAY CANCEL AT ANY TIME WITH 30 DAYS WRITTEN NOTICE BY EMAILING sales@forgeflowlabs.com.
> BY SIGNING THIS AGREEMENT, YOU ACKNOWLEDGE THAT THIS IS A SUBSCRIPTION SERVICE THAT WILL AUTOMATICALLY RENEW AND YOUR PAYMENT METHOD WILL BE CHARGED EACH MONTH UNTIL YOU CANCEL. YOU MAY CANCEL ONLINE AT FORGEFLOWLABS.COM/CANCEL, BY EMAIL TO SALES@FORGEFLOWLABS.COM, OR BY MAIL TO 7306 PARK HIGHLAND PL, DALLAS, TX 75248.
5.4 Renewal Notice for Long-Term Clients. For any Client whose Agreement has been in continuous effect for eleven (11) months, ForgeFlow shall provide written notice of the upcoming automatic renewal not less than fifteen (15) days and not more than ninety (90) days before the twelve (12) month anniversary of the Service Activation Date, as required by Texas Business & Commerce Code Chapter 608.
5.5 Fee Adjustments. ForgeFlow may adjust monthly fees at the beginning of any Renewal Term by providing Client with at least thirty (30) days prior written notice. If Client does not agree to the adjusted fees, Client may cancel this Agreement in accordance with Section 6 before the fee adjustment takes effect.
6.1 Cancellation After Initial Term. After the Initial Term, either Party may cancel this Agreement by providing thirty (30) calendar days written notice to the other Party. Service will continue through the end of the notice period, and Client is responsible for payment through that period.
6.2 Cancellation Methods. Client may cancel this Agreement by any of the following methods:
ForgeFlow will confirm receipt of the cancellation notice within two (2) business days.
6.3 Early Termination During Initial Term. If Client terminates this Agreement during the Initial Term, Client shall pay an early termination fee equal to the lesser of: (a) the monthly service fee multiplied by the number of months remaining in the Initial Term, or (b) Two Hundred Ninety-Nine Dollars ($299.00). This fee is in addition to any outstanding balance owed for Services already rendered.
6.4 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party:
6.5 Termination by ForgeFlow. ForgeFlow may terminate this Agreement immediately and without liability if Client:
6.6 Effect of Termination. Upon termination or expiration of this Agreement:
7.1 Site Files Buyout. Upon cancellation or termination of this Agreement, Client may purchase a copy of the Site Files for a one-time fee of Four Hundred Ninety-Nine Dollars ($499.00).
7.2 Included in Buyout. The Site Files include:
7.3 Excluded from Buyout. The Site Files do NOT include:
7.4 Delivery. Site Files will be delivered within seven (7) business days of receipt of the buyout fee payment.
7.5 As-Is Delivery. Site Files are provided "as-is." ForgeFlow has no obligation to provide technical support, installation assistance, or ongoing maintenance for Site Files after delivery.
7.6 Buyout Fee. The buyout fee is separate from and in addition to any outstanding account balance, early termination fee, or other amounts owed under this Agreement.
7.7 Data Backup. During the term of this Agreement, ForgeFlow shall maintain reasonable backups of the Site. However, ForgeFlow is not liable for data loss resulting from circumstances beyond its reasonable control. Client is encouraged to maintain independent backups of Client Content.
8.1 Client Content. Client retains all rights, title, and interest in and to all Client Content. Client grants ForgeFlow a non-exclusive, royalty-free license to use Client Content solely for the purpose of performing the Services during the term of this Agreement.
8.2 Pre-Existing IP. ForgeFlow retains all rights, title, and interest in and to its Pre-Existing IP. During the term of this Agreement, ForgeFlow grants Client a non-exclusive, non-transferable, revocable license to use the Pre-Existing IP solely as incorporated into the Site and solely for Client's business purposes.
8.3 Custom Deliverables -- License During Subscription. During the term of this Agreement and while Client's account is in good standing, ForgeFlow grants Client a non-exclusive license to use the Deliverables (custom design elements, custom layouts, and custom code created specifically for Client) for Client's business purposes as part of the Site.
8.4 Custom Deliverables -- Assignment Upon Buyout. Upon Client's payment of the Site Files buyout fee (Section 7.1), full payment of all outstanding balances, and provided Client's account is in good standing, ForgeFlow hereby assigns to Client all rights, title, and interest in the custom design elements, custom layouts, and custom code created specifically for Client under this Agreement. This assignment does not include Pre-Existing IP, which remains licensed (not assigned).
8.5 Portfolio Rights. Client grants ForgeFlow the right to display the Site and Deliverables in ForgeFlow's portfolio, website, marketing materials, and case studies, unless Client opts out in writing at the time of signing this Agreement or at any time thereafter.
8.6 No Other Rights. Except as expressly provided in this Section 8, neither Party grants the other any rights, licenses, or interests in its intellectual property.
9.1 Hosting Ownership. ForgeFlow owns and manages the hosting infrastructure on which the Site is hosted. Client does not have server-level access to the hosting environment. Client is granted editor-level access to the Site's content management system during the term of this Agreement.
9.2 Domain Ownership. Client owns the domain name associated with the Site. Client is solely responsible for domain registration, renewal, and DNS management. ForgeFlow may assist with DNS configuration as part of the initial setup at no additional charge.
9.3 Uptime. ForgeFlow targets 99.5% uptime for the Site, excluding scheduled maintenance windows and third-party outages. ForgeFlow shall provide reasonable advance notice of scheduled maintenance when possible.
9.4 Third-Party Outages. ForgeFlow is not responsible or liable for downtime, data loss, or performance issues caused by third-party service providers, including but not limited to hosting infrastructure providers, CDN providers, DNS providers, or internet service providers.
10.1 Confidential Information. Each Party acknowledges that it may receive or have access to information that is confidential or proprietary to the other Party ("Confidential Information"). Confidential Information includes, but is not limited to, business plans, client lists, financial information, trade secrets, technical data, login credentials, and any information designated as confidential.
10.2 Obligations. Each Party agrees to: (a) hold the other Party's Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without prior written consent; and (c) use Confidential Information only for the purpose of performing obligations under this Agreement.
10.3 Exceptions. Confidential Information does not include information that: (a) is or becomes publicly known through no fault of the receiving Party; (b) was rightfully known to the receiving Party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is required to be disclosed by law, regulation, or court order, provided the receiving Party gives prompt written notice to the disclosing Party.
10.4 Survival. The obligations in this Section 10 shall survive termination of this Agreement for a period of two (2) years.
THE FOLLOWING LIMITATION OF LIABILITY IS A MATERIAL PART OF THIS AGREEMENT. PLEASE READ CAREFULLY.
11.1 LIABILITY CAP. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF FORGEFLOW ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO FORGEFLOW DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
11.2 EXCLUSION OF CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL FORGEFLOW BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITIES, OR BUSINESS INTERRUPTION, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER FORGEFLOW WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.3 EXCEPTIONS. The limitations in Sections 11.1 and 11.2 shall NOT apply to: (a) liability arising from a Party's gross negligence or intentional misconduct; (b) indemnification obligations under Section 12; or (c) Client's obligation to pay fees due under this Agreement.
11.4 ESSENTIAL PURPOSE. The Parties acknowledge that the fees charged by ForgeFlow reflect the allocation of risk set forth in this Agreement, including the limitations of liability in this Section, and that ForgeFlow would not enter into this Agreement without these limitations.
12.1 Indemnification by Client. Client shall indemnify, defend, and hold harmless ForgeFlow, its members, managers, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Client Content, including any claim that Client Content infringes or violates any third-party intellectual property or other rights; (b) Client's breach of this Agreement; (c) Client's violation of any applicable law or regulation; or (d) Client's use of the Site in a manner not authorized by this Agreement.
12.2 Indemnification by ForgeFlow. ForgeFlow shall indemnify, defend, and hold harmless Client from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) any claim that the Deliverables (excluding Client Content and third-party components) infringe any third-party intellectual property rights; or (b) ForgeFlow's gross negligence or intentional misconduct in performing the Services.
12.3 Indemnification Procedure. The indemnified Party shall: (a) promptly notify the indemnifying Party of any claim; (b) provide reasonable cooperation in the defense of the claim; and (c) allow the indemnifying Party to control the defense and settlement of the claim, provided that no settlement shall impose any obligation on the indemnified Party without its prior written consent.
13.1 Professional Standard. ForgeFlow warrants that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards.
13.2 No Guarantee of Results. ForgeFlow makes no guarantee regarding specific business outcomes, including but not limited to increased traffic, improved search engine rankings, lead generation, revenue growth, or any particular return on investment. Website performance depends on many factors outside ForgeFlow's control.
13.3 AS-IS Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 13.1, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE." FORGEFLOW DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
13.4 Third-Party Services. ForgeFlow does not warrant the performance, availability, or reliability of any third-party services, plugins, APIs, or platforms integrated with or used in connection with the Site.
14.1 Informal Resolution. Before initiating any formal dispute resolution process, the Parties shall attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement through good-faith informal discussions. The complaining Party shall send written notice describing the dispute to the other Party. The Parties shall have thirty (30) days from receipt of such notice to reach a resolution.
14.2 Mediation. If the dispute is not resolved through informal discussions within thirty (30) days, either Party may initiate non-binding mediation. Mediation shall be conducted in Dallas County, Texas, by a mutually agreed-upon mediator. The costs of mediation shall be shared equally by the Parties. Each Party shall bear its own attorneys' fees for mediation.
14.3 Binding Arbitration. If the dispute is not resolved through mediation within sixty (60) days of the mediation request, either Party may initiate binding arbitration under the Texas Arbitration Act (Texas Civil Practice & Remedies Code Chapter 171). Arbitration shall be conducted in Dallas County, Texas, by a single arbitrator selected in accordance with the rules of the American Arbitration Association (AAA). The Parties agree that the arbitrator's award shall be subject to expanded judicial review as permitted under the Texas Arbitration Act.
14.4 Small Claims Exception. Notwithstanding Section 14.3, for any claim where the amount in controversy is Twenty Thousand Dollars ($20,000.00) or less, either Party may elect to pursue the claim in the small claims court or justice court of appropriate jurisdiction in Dallas County, Texas.
14.5 Attorneys' Fees. In any arbitration or court proceeding arising from this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing Party.
14.6 Injunctive Relief. Nothing in this Section 14 prevents either Party from seeking injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm pending the outcome of arbitration or other proceedings.
15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflicts of law provisions.
15.2 Venue. The Parties agree that any legal proceedings not subject to arbitration shall be brought in the state or federal courts located in Dallas County, Texas.
15.3 Consent to Jurisdiction. Each Party irrevocably consents to the personal jurisdiction of the courts of the State of Texas for any action arising out of or relating to this Agreement.
16.1 Entire Agreement. This Agreement, together with all Exhibits attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.
16.2 Amendments. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by both Parties. No oral amendment or modification shall be effective.
16.3 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
16.4 Waiver. The failure of either Party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by the waiving Party.
16.5 Assignment. Client may not assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of ForgeFlow. ForgeFlow may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets upon written notice to Client. Any attempted assignment in violation of this section shall be void.
16.6 Force Majeure. Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent such failure or delay results from causes beyond the Party's reasonable control, including but not limited to acts of God, natural disasters, pandemic, epidemic, government actions, war, terrorism, cyberattack, power failure, internet outage, or labor disputes. The affected Party shall provide prompt written notice to the other Party and shall use commercially reasonable efforts to resume performance.
16.7 Electronic Signature Consent. The Parties agree that this Agreement may be executed by electronic signature. Electronic signatures are valid and enforceable under the Texas Uniform Electronic Transactions Act (Texas Business & Commerce Code Chapter 322) and the federal Electronic Signatures in Global and National Commerce Act (E-SIGN Act). Each Party consents to conduct this transaction by electronic means and acknowledges that an electronic signature has the same legal effect as a handwritten signature.
16.8 Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when: (a) sent by email to the email address provided by the receiving Party (with confirmation of receipt); (b) three (3) business days after being sent by certified mail, return receipt requested, to the address provided by the receiving Party; or (c) one (1) business day after being sent by nationally recognized overnight courier.
Notices to ForgeFlow:
Forge Flow Labs LLC
7306 Park Highland Pl
Dallas, TX 75248
Email: sales@forgeflowlabs.com
Notices to Client:
At the address and email provided above or as updated in writing by Client.
16.9 Independent Contractor. ForgeFlow is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties.
16.10 Headings. The section headings in this Agreement are for convenience only and shall not affect the interpretation of any provision.
16.11 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
The following Exhibits are attached to and incorporated into this Agreement:
By signing below, the Parties acknowledge that they have read, understood, and agree to be bound by the terms and conditions of this Agreement, including the auto-renewal provisions, cancellation terms, and all attached Exhibits.
FORGE FLOW LABS LLC
Signature: ____________________________
Name: ____________________________
Title: ____________________________
Date: ____________________________
CLIENT
Signature: ____________________________
Name: ____________________________
Title: ____________________________
Date: ____________________________
*This Agreement is subject to the laws of the State of Texas. Questions about this Agreement may be directed to sales@forgeflowlabs.com.*