Last Updated: November 20, 2025

This Master Services Agreement (“Agreement”) governs the relationship between:

Kova Partners LLC d/b/a Implux Marketing
a Delaware Limited Liability Company
(“Agency”)

and

the company or individual entering into an Order Form with Agency
(“Client”).

By executing an Order Form or using the Services, Client agrees to this Agreement.

1. Definitions

“Affiliate” means any entity controlling, controlled by, or under common control with a Party.

“Charges” means all fees, costs, and expenses payable by Client under this Agreement or any Order Form.

“Client Materials” means trademarks, media assets, website access, product details, brand guidelines, creative assets, and any other materials provided by Client to Agency.

“Client Platforms” means any advertising, analytics, or media accounts used for campaign execution (Google Ads, Meta Ads Manager, TikTok Ads, CRMs, websites, etc.).

“Deliverables” means creative, reports, content, campaigns, or other work product Agency produces under an Order Form.

“Services” means marketing, advertising, consulting, creative, website, SEO, content, or performance-based services provided by Agency.

“Campaign Data” means performance data generated through the Services, such as impressions, clicks, conversions, costs, leads, revenue, and analytics metrics.

“Order Form” means any document executed by both Parties describing the Services, pricing, schedule, and associated terms.

2. Scope of Services

2.1 Services Provided.
Agency will provide Services as detailed in each Order Form, which may include SEO, paid advertising, media buying, content creation, branding, design, analytics, consulting, and performance-based services.

2.2 Client Cooperation.
Client must provide timely access to Client Platforms, website, CRM, hosting, ad accounts, and any Client Materials required to perform Services. Agency is not responsible for delays or underperformance caused by late or incomplete access.

2.3 No Guarantee of Results.
Agency does not guarantee specific outcomes including traffic, rankings, lead volume, ROAS, or revenue.

3. Payment Terms

3.1 Fees & Payment.
Client will pay all Charges listed in the applicable Order Form. Additional services outside scope will be billed at Agency’s standard rates.

3.2 Performance-Based Fees.
If applicable, performance fees (e.g., % of ad spend, % of revenue, CPA, CPL, or bonus structures) will be specified in the Order Form.

3.3 Late Payments.
Invoices not paid within the required timeframe may be suspended, paused, or subject to late fees.

3.4 No Refunds.
All payments made to Agency are final and non-refundable.

4. Ownership & Licenses

4.1 Client Materials.
Client retains ownership of Client Materials and grants Agency a limited license to use them solely to perform the Services.

4.2 Agency Work Product.
Upon full payment of all fees, Client will own all Deliverables created specifically for Client, excluding:

  • stock assets
  • third-party materials
  • templates, frameworks, or processes proprietary to Agency.

4.3 Agency Tools & Processes.
Agency retains all ownership in methodologies, strategies, processes, and know-how used to perform the Services.

5. Confidentiality

Each Party will keep confidential any non-public information received from the other Party and use it only to perform obligations under the Agreement. Confidentiality obligations survive termination.

6. Data Protection

6.1 Compliance.
Each Party will comply with applicable privacy laws (GDPR, CCPA, etc.) relating to the Services.

6.2 Client Responsibility.
Client is solely responsible for ensuring proper disclosure, consent, and privacy notices on Client Platforms.

7. Client Responsibilities

Client is responsible for:

  • maintaining access to Client Platforms
  • timely approvals
  • providing accurate business information
  • sales follow-up and lead handling
  • ensuring legal compliance in their industry (including legal, medical, financial, etc.)

Agency is not liable for performance shortcomings caused by client-side operational failures (intake issues, slow follow-ups, poor website hosting, etc.).

8. Warranties & Disclaimers

8.1 Mutual Warranty.
Each Party warrants it has authority to enter this Agreement.

8.2 Agency Disclaimer.
THE SERVICES ARE PROVIDED “AS IS.”
AGENCY MAKES NO WARRANTIES REGARDING:

  • the performance of advertising platforms
  • revenue generation
  • specific ranking or lead outcomes
  • third-party system uptime.

9. Indemnification

9.1 Client Indemnity.
Client will indemnify and hold Agency harmless from claims arising from:

  • Client’s advertisements, content, or campaigns
  • Client’s products or services
  • Client’s non-compliance with laws or regulations
  • misuse of the Services
  • errors or omissions in Client Materials.

9.2 Agency Indemnity.
Agency will indemnify Client for claims arising solely from Agency’s intentional misconduct or infringement within Deliverables.

10. Limitation of Liability

10.1 No Indirect Damages.
Neither Party is liable for loss of profits, lost revenue, lost data, or consequential damages.

10.2 Liability Cap.
Agency’s total liability under this Agreement is limited to the amount paid by Client to Agency in the preceding three (3) months.

11. Term & Termination

11.1 Term.
This Agreement remains in effect until all Order Forms expire or are terminated.

11.2 Suspension.
Agency may suspend Services if invoices remain unpaid, access is removed, or Client breaches obligations.

11.3 Termination for Cause.
Either Party may terminate with 15 days written notice if the other Party materially breaches the Agreement and fails to cure.

11.4 Effects of Termination.
Upon termination:

  • all fees due become immediately payable
  • work stops
  • access to shared systems is removed
  • confidentiality obligations survive
  • Client receives all paid-for Deliverables completed up to termination.

12. Miscellaneous

12.1 Publicity.
Client grants Agency permission to reference Client as a customer unless Client requests otherwise in writing.

12.2 Force Majeure.
Neither Party is liable for delays caused by events outside reasonable control.

12.3 Assignment.
Neither Party may assign this Agreement without prior written consent, except to an Affiliate or successor entity.

12.4 Governing Law.
This Agreement is governed by the laws of New Jersey.

12.5 Entire Agreement.
This Agreement and all Order Forms constitute the full agreement between the Parties.

12.6 Amendments.
Modifications must be made in writing and signed by both Parties.

12.7 Independent Contractor.
Agency is an independent contractor; nothing creates partnership, joint venture, or employment.