Master Service Agreement

Version 2026.10.1, last updated October 15, 2026

This Master Service Agreement (the “Agreement”) is between RomandaMedia LLC (“RomandaMedia”) and the company named as the client on an Order (“Client”). It sets the terms for every service RomandaMedia provides to Client. Each Order describes specific services, fees and timing, and this Agreement governs everything else.

Client accepts this Agreement by signing an Order that refers to it. The person who signs an Order on Client’s behalf confirms that they have authority to bind Client.

Each Order is governed by the version of this Agreement in effect on the date the Order is signed, shown by the version number and date at the top of this page. RomandaMedia may publish new versions for future Orders. A new version applies to an Order already signed only if both parties agree to it in writing. RomandaMedia keeps every earlier version and provides a copy on request.

1. Definitions

(a) “Ad Spend” means amounts paid to advertising platforms for media placements. Ad Spend is not part of RomandaMedia’s fees.

(b) “Client Data” means data in Client’s systems or provided by Client, including records about Client’s customers, prospects and employees, and data collected through Client’s websites, forms, advertising accounts and CRM.

(c) “Client Materials” means content, brand assets, logos, product and pricing information, claims and other materials Client provides for use in the Services.

(d) “Deliverables” means the work product RomandaMedia creates for Client and delivers under an Order, such as websites and pages, content, designs, advertising campaigns, CRM configuration, workflows, reports and documentation.

(e) “Launch Period” means the opening period of an Order that the Order names as its launch period.

(f) “Order” means a quote, statement of work or similar document issued by RomandaMedia that refers to this Agreement and that Client signs, including by electronic signature, or accepts by paying the first invoice under it.

(g) “Proposal” means the proposal page an Order links to, which describes the planned work.

(h) “RomandaMedia Tools” means the methods, frameworks, templates, software, code, automations, AI agents and prompts, know-how and other materials RomandaMedia owns or develops independently of any one client, including improvements made to them while performing the Services.

(i) “Services” means the services described in an Order. They may include strategy, HubSpot implementation and administration, website design and development, content, search optimization, paid media management, data and reporting, telephony and messaging setup, and AI operating system implementation.

(j) “Support Hours” means Monday to Friday, 9:00 a.m. to 6:00 p.m. Eastern Time.

(k) “Third-Party Services” means products and platforms provided by anyone other than RomandaMedia, such as HubSpot, Google, Meta, LinkedIn, website hosts, domain registrars, telephony carriers and AI providers.

2. Orders and changes

(a) Orders. RomandaMedia performs the Services described in each Order. Each Order is a separate contract that incorporates this Agreement. Signing an Order approves the plan in its Proposal.

(b) Order of precedence. If documents conflict, they control in this order:

1. a business associate agreement between the parties, for protected health information only;
2. the Order, for the services, fees, dates and term of that Order;
3. this Agreement;
4. the Proposal.

An Order changes another section of this Agreement only where the Order names that section. Terms on Client’s purchase orders or vendor forms do not apply.

(c) Changes during a Launch Period. During a Launch Period, changes to the plan are unlimited and need no new Order. Client may redirect, re-prioritize or replace planned work within the fees of that Order. When a change moves a delivery date, RomandaMedia says so when it agrees to the change.

(d) Changes after a Launch Period. After a Launch Period, or on an Order without one, a change that adds scope is quoted in a new or amended Order before work on it begins.

(e) Writing. Changes to the plan are agreed in writing, and email is enough.

3. RomandaMedia’s responsibilities

(a) Performance. RomandaMedia performs the Services in a professional and workmanlike manner, with qualified people, consistent with generally accepted industry practice, and in compliance with the laws that apply to RomandaMedia’s business.

(b) People. RomandaMedia decides who performs the Services and may use employees and independent contractors. RomandaMedia remains responsible for the work of everyone it engages, and each of them is bound by confidentiality obligations at least as protective as section 9.

(c) Project manager. Each engagement has a project manager, named at onboarding, who is Client’s main point of contact. Meeting cadence is agreed on the onboarding call.

(d) Approval before anything goes live. RomandaMedia does not publish or launch anything with a public or customer audience without Client’s written approval (email is enough). That includes pages, advertisements, emails, and anything carrying a price, offer or other figure. Client approves each media plan before Ad Spend begins. Adjustments within an approved plan are at RomandaMedia’s discretion and are reported to Client.

(e) Support. RomandaMedia provides support as described in Exhibit A.

4. Client’s responsibilities

(a) Access, materials and approvals. Client provides, in a timely way, the access, Client Materials, information, decisions and approvals named in the Order or reasonably requested by RomandaMedia. Client grants access through user accounts or credentials it issues to RomandaMedia in Client’s own systems.

(b) Timing. A delivery date moves by the time any item Client is responsible for is late. RomandaMedia is not in breach for a delay Client causes.

(c) Claims and content. Client is responsible for the accuracy of Client Materials and for the claims made about its products and services, including prices, offers, results, credentials and claims regulated in its industry, such as health, financial, lending or legal claims. Client reviews any Deliverable that carries such a claim for accuracy and legal compliance before approving it.

(d) Accounts in Client’s name. Client holds the accounts its marketing runs on, such as its HubSpot portal, advertising accounts, domain, hosting and analytics, in its own name, with Client as owner or administrator.

5. Third-party services and ad spend

(a) Third-Party Services. The Services rely on Third-Party Services that RomandaMedia does not control, and their providers’ terms govern their use. RomandaMedia is not responsible for their availability, pricing, policy or algorithm changes, ad disapprovals, account suspensions, or loss of data held in them. Helping Client respond to those events is part of the Services.

(b) Subscriptions bought through RomandaMedia. When Client buys a HubSpot subscription or another Third-Party Service through RomandaMedia, the provider’s customer terms govern Client’s use of it, including its commitment period, renewal and cancellation. Fees for such a subscription are owed for its full commitment period, even if other Services end sooner.

(c) Ad Spend. Client pays advertising platforms directly for all Ad Spend, from accounts in Client’s name, and is solely responsible for amounts owed for placements Client approved. Unless an Order says otherwise, there is no minimum Ad Spend, and Client may change a budget with 48 hours’ written notice.

6. Fees and payment

(a) Fees and invoices. Client pays the fees in each Order. Unless the Order says otherwise, one-time fees are invoiced at signature, recurring fees are invoiced at the start of each service month, and invoices are due on receipt. Fees calculated from Ad Spend are invoiced as the Order describes. Invoices go to the billing contact Client names.

(b) Payment method. Client chooses how it pays. RomandaMedia accepts payment through any legitimate payment processor Client uses.

(c) Expenses and third-party costs. Client pays expenses and third-party costs, such as software, stock media, fonts or plugins, only where Client approved them in writing in advance.

(d) Taxes. Fees exclude sales, use and similar taxes, which Client pays where they apply. RomandaMedia pays taxes on its own income.

(e) Invoice questions. Client raises any question about an invoice in writing before paying it, and pays the undisputed part on time. The parties resolve a disputed amount in good faith.

7. Term and termination

(a) Term of this Agreement. This Agreement begins when Client signs its first Order and continues while any Order is in effect. When no Order is in effect, either party may end this Agreement by written notice.

(b) Term of each Order. Each Order sets its own term and any Launch Period. Unless an Order says otherwise, recurring Services continue month to month after their initial term at the rates in the Order.

(c) Ending recurring Services. Once any commitment in an Order has run, such as a Launch Period, either party may end recurring Services with 30 days’ written notice (email is enough), unless the Order sets a different notice period.

(d) Termination for cause. Either party may end an Order, or this Agreement, by written notice if the other party materially breaches it and does not cure the breach within 30 days after receiving written notice that describes it. Either party may also end this Agreement by written notice if the other becomes insolvent, makes a general assignment for the benefit of creditors, or becomes the subject of a bankruptcy proceeding that is not dismissed within 60 days.

(e) Fees when an Order ends. Client pays for Services performed, and for third-party costs Client approved that cannot be canceled, through the end date. If Client paid in advance for Services not yet performed, RomandaMedia refunds that part within 30 days, unless the Order says the fee is non-refundable. Subscriptions bought through RomandaMedia follow section 5(b).

(f) Hand-off. When an Order ends for any reason, the parties work in good faith on a complete hand-off. RomandaMedia confirms that Client holds owner or administrator access to every account, page and asset used for the Services, transfers any it set up on Client’s behalf, and delivers the Deliverables Client has paid for. RomandaMedia’s access is then removed, and any credential issued for the work is revoked.

(g) Survival. Sections 6 (for amounts owed), 7(e), 7(f), 8, 9, 10, 12(d), 12(e), 13, 14, 15 and 16 continue after this Agreement or an Order ends.

8. Ownership

(a) Client’s property. Client owns Client Data, Client Materials and its accounts, including its domain, HubSpot portal, advertising accounts and the data in them. They remain Client’s during and after the Services. Client grants RomandaMedia a limited license to use them only to perform the Services.

(b) Deliverables. On payment of the fees due for them, Client has a perpetual, worldwide, irrevocable, royalty-free license to use, copy, modify and distribute the Deliverables for all purposes, and to have others do so on its behalf.

(c) RomandaMedia Tools. RomandaMedia keeps all rights in RomandaMedia Tools. Where a RomandaMedia Tool is built into a Deliverable, Client’s license under section 8(b) covers it as part of that Deliverable. RomandaMedia may use the general knowledge and experience it gains from the Services, and may build reusable templates and methods from it, as long as they carry no Client Data and none of Client’s Confidential Information.

(d) Third-party components. Deliverables may include third-party components, such as fonts, stock images, plugins, open-source software, or HubSpot themes and modules, which are licensed to Client under their own terms. RomandaMedia tells Client before using any component that needs a paid license held in Client’s name.

9. Confidentiality

(a) Definition. “Confidential Information” means non-public information one party (the discloser) shares with the other (the recipient) that is marked confidential or that a reasonable person would understand to be confidential, including business plans, pricing, customer information and Client Data. It does not include information that the recipient already knew without a duty of confidentiality, that becomes public through no fault of the recipient, that the recipient receives from a third party without a duty of confidentiality, or that the recipient develops independently.

(b) Obligations. The recipient uses Confidential Information only to perform or receive the Services, shares it only with its employees, contractors and professional advisers who need it for that purpose and are bound by confidentiality obligations at least as protective as this section, and protects it with at least reasonable care.

(c) Required disclosure. The recipient may disclose Confidential Information when required by law or court order, after giving the discloser prompt notice where the law allows, so the discloser can seek protection.

(d) Duration. These obligations continue for three years after this Agreement ends, and for as long after that as the information remains a trade secret or is Client Data.

10. Data, privacy and AI

(a) Client Data stays in Client’s systems. Client’s customer records stay in Client’s HubSpot portal and Client’s other systems. RomandaMedia works on them there, through the access Client grants, and does not copy them into its own files or systems.

(b) Access and credentials. RomandaMedia reaches Client’s systems only through user accounts, keys or credentials Client issues for the work. RomandaMedia keeps credentials in an encrypted password manager or secret store, never shares them, and protects the accounts that reach Client’s systems with strong authentication, such as passkeys or multi-factor authentication.

(c) Security. RomandaMedia uses reasonable administrative, technical and physical safeguards to protect Client Data and Client’s Confidential Information. If RomandaMedia learns of unauthorized access to Client Data through RomandaMedia’s accounts or systems, it notifies Client without undue delay, and within 72 hours, and cooperates with Client’s response.

(d) Tracking and privacy. At Client’s direction, RomandaMedia places HubSpot tracking, analytics tags, advertising pixels and similar technologies on Client’s websites to measure inquiries and target advertising to site visitors. Client is responsible for its privacy policy, cookie consent and notices complying with applicable law and clearly disclosing:

1. the tracking technologies used;
2. the information collected;
3. how it is collected, stored and used;
4. the third parties it is shared with; and
5. how visitors can opt out of tracking and retargeted advertising.

Client is also responsible for holding the consents its marketing requires, including consent to email, text and call the contacts in its systems.

(e) Health information. RomandaMedia does not create, receive, maintain or transmit protected health information under HIPAA unless the parties have signed a business associate agreement and the system holding that information is set up for it. For HubSpot, that means a subscription and configuration that support protected health information, and HubSpot’s own business associate agreement with Client. Until then, Client does not provide protected health information to RomandaMedia or place it where the Services reach it.

(f) AI tools. RomandaMedia uses AI tools, including AI agents, to research, draft, build and check work. A person at RomandaMedia reviews AI-assisted work before it goes to Client or is published. RomandaMedia does not use Client Data or Client’s Confidential Information to train AI models, and does not put them into an AI tool whose terms allow its provider to train on them. Protected health information never goes into an AI tool. Client may ask which AI tools are used on its account.

11. Publicity

Client agrees that RomandaMedia may identify Client as a client and display Client’s name and logo on RomandaMedia’s website and in its marketing materials. Case studies, testimonials, quotes and reviews about Client are published only with Client’s prior written approval of the specific content (email is enough). Client may withdraw this permission at any time by written notice (email is enough), and RomandaMedia then removes Client’s name and logo from its website and marketing materials within 30 days.

12. Warranties

(a) Both parties. Each party warrants that it has the authority to enter into this Agreement and each Order it signs.

(b) RomandaMedia. RomandaMedia warrants that the Services will be performed in a professional and workmanlike manner. If they are not, and Client tells RomandaMedia in writing within 30 days after the affected Services are performed, RomandaMedia performs them again at no charge. If that does not correct the problem, Client may end the affected Order and receive a refund of the fees paid for the nonconforming Services. This is Client’s exclusive remedy for breach of this warranty.

(c) Client. Client warrants that:

1. it has the rights needed for RomandaMedia to use Client Materials and Client Data as this Agreement allows;
2. Client Materials, and the claims Client provides or approves, do not infringe anyone’s rights and are not false or misleading;
3. it complies with the laws that apply to its business and marketing, including privacy, consumer protection, telemarketing and messaging laws, and the advertising rules of its industry; and
4. it has the notices and consents required for the data it provides and the people it markets to.

13. Indemnification

(a) By RomandaMedia. RomandaMedia will defend Client and its officers, employees and affiliates against any third-party claim, and pay the damages, costs and reasonable attorneys’ fees finally awarded or agreed in settlement, to the extent the claim arises from:

1. a Deliverable, as delivered by RomandaMedia, infringing or misappropriating the third party’s intellectual property rights; or
2. RomandaMedia’s gross negligence, willful misconduct or fraud in performing the Services.

Item (i) does not cover a claim arising from Client Materials, a component Client selected, a change made by anyone other than RomandaMedia, or a combination with something RomandaMedia did not provide. If a Deliverable is claimed to infringe, RomandaMedia may change or replace it so that it does not infringe, or obtain the right for Client to keep using it. If neither is commercially reasonable, RomandaMedia refunds the fees paid for the affected Deliverable.

(b) By Client. Client will defend RomandaMedia and its members, employees and contractors against any third-party claim, and pay the damages, costs and reasonable attorneys’ fees finally awarded or agreed in settlement, to the extent the claim arises from:

1. Client Materials, or Client’s products and services;
2. claims about Client’s products, services, prices or results that Client provided or approved;
3. Client’s breach of its warranties in section 12(c), including its privacy notices, consents, and compliance with marketing and messaging laws; or
4. Client’s gross negligence, willful misconduct or fraud.

(c) Process. The party seeking defense notifies the other promptly. A delay reduces the other party’s obligations only to the extent it causes prejudice. The defending party controls the defense and settlement, but may not settle on terms that admit fault for, or impose an obligation on, the defended party without that party’s consent. The defended party cooperates reasonably, at the defending party’s expense, and may join with its own counsel at its own expense.

14. Limitation of liability

15. Non-solicitation

During each Order and for 12 months after it ends, neither party will solicit for employment or engagement any employee or contractor of the other party who performed or received the Services under that Order, without the other party’s written consent. A general job posting not aimed at those people, and hiring someone who responds to one, is not a breach of this section.

16. General terms

(a) Independent contractors. The parties are independent contractors. This Agreement creates no partnership, joint venture, agency or employment relationship.

(b) Events beyond control. Neither party is liable for a delay or failure caused by events beyond its reasonable control, such as natural disasters, outages of Third-Party Services or the internet, labor actions, government action or war. This does not excuse an obligation to pay. If such an event stops the Services for more than 30 days, either party may end the affected Order by written notice.

(c) Assignment. Neither party may assign this Agreement or an Order without the other’s written consent, except to a successor in a merger, acquisition, or sale of all or substantially all of its business or assets, with written notice to the other party.

(d) Notices. Notices under this Agreement are given in writing by email to the addresses on the Order. Client may also send notices to RomandaMedia at sales@romandamedia.com. A notice takes effect when sent, unless the sender receives a delivery failure.

(e) Resolving disputes. Before starting a lawsuit, except one seeking urgent injunctive relief, a party gives written notice of the dispute, and the parties’ decision-makers meet within 15 days to try to resolve it.

(f) Governing law and venue. This Agreement is governed by the laws of the State of New York, without regard to its conflict-of-laws rules. The state courts located in Queens County, New York, and the United States District Court for the Eastern District of New York have exclusive jurisdiction over any dispute arising out of or related to this Agreement, and each party consents to their jurisdiction.

(g) Entire agreement. This Agreement, the Orders and their Proposals are the entire agreement between the parties about their subject, and replace any earlier discussions or agreements about it.

(h) Amendments and waivers. A change to this Agreement as it applies to Client requires a writing signed by both parties, including by electronic signature. Changes to the plan follow section 2. A failure to enforce a term is not a waiver of it.

(i) Severability. If any term is found unenforceable, it is enforced to the maximum extent permitted, and the rest of this Agreement remains in effect.

(j) Signatures. Orders may be signed electronically and in counterparts, and an electronic signature has the same effect as a handwritten one.

(k) Interpretation. Headings are for convenience only. “Including” means “including without limitation.”

Exhibit A. Support and communication

RomandaMedia supports Client on these terms during every Order with recurring Services or an active project.

• Support Hours. Monday to Friday, 9:00 a.m. to 6:00 p.m. Eastern Time.
• First response. Within 2 hours during Support Hours. A request sent outside Support Hours is answered within 2 hours after they next begin.
• Support requests. Closed within 48 hours of submission where the request fits that window. Larger requests are scheduled with Client.
• How to reach us. Email, the Requests form in Client’s RomandaMedia portal, and, for clients who use Slack, a shared Slack channel opened at onboarding.
• Urgent issues. Email Client’s project manager, named at onboarding.
• Meetings. Cadence agreed on the onboarding call, usually a weekly call.

These are the service levels RomandaMedia works to. Client raises a missed response time with its project manager.