The terms and conditions below govern all products and services provided by ThriveFuel. By signing a proposal or initiating a service subscription, the Client agrees to the Master Services Agreement and the specific Service Schedules applicable to their purchase.
MASTER SERVICES AGREEMENT (MSA)
Last Updated: April 8, 2026
This Master Services Agreement (“Agreement”) is entered into between ThriveFuel (“Agency”) and the entity or individual purchasing services (“Client”). By signing a Proposal or utilizing Agency services, Client agrees to be bound by these terms.
1. STRUCTURE OF AGREEMENT
This Agreement serves as a "Table of Contents" for the business relationship. The specific details of fulfillment, commitment periods, and deliverables are governed by the Service Schedules linked below, which are incorporated into this MSA by reference:
2. FEES AND PAYMENT
2.1 Advertising & Media Billing. Agency manages advertising across three distinct financial models. The model applicable to the Client will be specified in the Proposal:
a. Managed Media (CPM Model)
b. Platform-Direct (Client-Paid)
c. Platform-Direct (Agency-Paid)
2.2 Auto-Recharge (Wallet). For SaaS-related products (TF360), Client acknowledges a minimum auto-recharge (typically $25.00) to cover ongoing utility costs (SMS, Email, AI usage).
2.3 Late Payments. Payments not received within 30 days of the due date may result in immediate suspension of all services, including website hosting and ad campaigns.
3. TERM AND TERMINATION
3.1 Service Commitments. Different services carry different minimum commitments to account for fulfillment cycles:
a. SEO Services: Minimum six (6) month initial commitment.
b. Organic Content/Social: Minimum ninety (90) day initial commitment.
c. Other Services: As defined in the specific Service Schedule or Proposal.
3.2 Notice Period. Agency operates on an advance fulfillment cycle. Production for the upcoming quarter commences forty-five (45) days prior to the start of said quarter. Upon termination, any assets created or scheduled for a future period for which the Client has not completed the full payment cycle—including work already in progress during the 45-day production window—will be unscheduled and deleted (“burned”). If not specified in the service Schedule, the Client has 30 days before their next invoice to cancel their services, in writing, without incurring another payment.
3.3 "Burn" Policy for Advance Fulfillment. Agency works up to three (3) months in advance for content-based services. If Client terminates prior to the end of a commitment period:
a. Scheduled Assets: Any assets (blogs, social posts, GBP updates) scheduled for future deployment will be unscheduled and "burned" (deleted).
b. Buy-out Option: Client may elect to pay the remaining balance of the commitment period in full to receive the completed assets for their own use.
4. INTELLECTUAL PROPERTY
4.1 Work Product. Upon full payment of all fees due for the commitment period, Client is granted a license to use the deliverables created.
4.2 Agency Tools. Agency retains exclusive ownership of all "Trade Secret" workflows, TF360 configurations, and proprietary ad-buying strategies.
4.3 Stock Media. Media purchased via Agency licenses is for use only within Agency-managed deliverables. Use outside of these deliverables after termination is a violation of licensing terms.
5. HOSTING AND THIRD-PARTY SERVICES
5.1 Website Hosting. If hosting is canceled, the website will be removed from the live server. Agency will maintain a backup file of the site in a secure cloud environment (e.g., Google Drive) for up to 90 days. Restoration after this period is not guaranteed and may incur a restoration fee.
5.2 Third-Party Accounts. Third-party services are managed through Agency-owned master accounts. Upon termination of the associated service (e.g., SEO or Managed Media), Client access and the associated third-party subscription will be terminated immediately.
6. CONFIDENTIALITY AND NON-DISCLOSURE
Both parties agree to keep proprietary business information confidential. This includes Agency's vendor relationships and pricing structures.
7. LIMITATION OF LIABILITY
Agency’s total liability for any claim arising out of this Agreement shall not exceed the total amount paid by Client to Agency during the three (3) months preceding the claim. Agency is not liable for "AI Hallucinations" or errors generated by automated AI Agents.
8. GOVERNING LAW
This Agreement shall be governed by the laws of the State of Texas, without regard to conflict of law principles.
9. PROFESSIONAL DISCRETION & STRATEGIC AUTHORITY
Client acknowledges that they have engaged ThriveFuel for its specialized expertise, industry knowledge, and professional marketing tools.
a. Technical Authority: While Agency shall consider Client’s preferences and brand guidelines, Agency retains ultimate strategic authority over the technical execution of all services. Agency reserves the right to prioritize industry best practices and algorithmic optimization over Client-requested modifications that Agency, in its professional judgment, deems detrimental to campaign performance or "viability."
b. SEO & Ads Optimization: Certain technical assets (e.g., GBP posts, meta-tags, and ad audience layering) are designed primarily for search engine and platform algorithms. These are managed at the Agency’s discretion to ensure the success of the overarching strategy.
10. REPORTING & PERFORMANCE DATA
Agency provides "Advanced Reporting" through proprietary third-party platforms.
a. Access Contingency: The generation of reports is strictly dependent upon Client providing and maintaining "Admin" level access to all necessary digital assets (e.g., Google Analytics, Meta Business Suite, etc.). Agency is not responsible for reporting gaps caused by Client-initiated access changes or incomplete account verifications (e.g., Google Business Profile, Google Ads).
b. Delivery & Archiving: Advanced Reporting is delivered via a digital link or PDF file on a monthly basis. Client is solely responsible for downloading and saving these reports for their historical records. Agency does not archive PDF versions of past reports and does not guarantee the availability of historical data once a link expires.
c. Termination of Reporting: Upon the cancellation of a service that includes Advanced Reporting, or the total termination of the Client relationship:
i. Agency will immediately disconnect Client assets and remove the Client profile from the reporting platform.
ii. Historical data cannot be retrieved once the profile is deleted.
iii. If a Client cancels a service that bundled Advanced Reporting (e.g., a Lead Flow Campaign or Targeted Advertising) but retains a service that does not include it (e.g., GetFound Starter or website hosting), access to the Advanced Reporting platform will cease immediately and the Client will revert to Standard Reporting. To continue receiving the comprehensive data visualizations and analytics provided by Advanced Reporting, the Client may elect to add it as a standalone monthly service for an additional fee.
11. NON-SOLICITATION OF EMPLOYEES
During the term of this Agreement and for one (1) year following its termination, Client agrees not to solicit, recruit, or hire any ThriveFuel employee or contractor who was involved in providing services to the Client. If Client breaches this provision, Client agrees to pay ThriveFuel a "Placement Fee" equal to 20% of the employee’s most recent annual salary as liquidated damages.
12. PUBLICITY AND PORTFOLIO RIGHTS
Client grants ThriveFuel a non-exclusive, worldwide license to use Client’s name, logo, and a general description of the services performed (including performance data and "Case Studies") in ThriveFuel’s marketing materials, website, and proposals. Client may revoke this right at any time via written notice, after which ThriveFuel will make commercially reasonable efforts to remove such references from future materials.
13. CLIENT WARRANTIES & IDEMNIFICATION
13.1 Client Content: Client represents and warrants that they own or have the necessary licenses for all content (images, logos, text) provided to the Agency.
13.2 Indemnity: Client agrees to indemnify and hold ThriveFuel harmless from any third-party claims, damages, or legal fees arising from (a) Client’s breach of this Agreement, or (b) any content provided by the Client that infringes on a third party’s intellectual property or privacy rights.
14. FORCE MAJEURE
Neither party shall be liable for any delay or failure to perform its obligations (other than payment obligations) due to causes beyond its reasonable control, including but not limited to: natural disasters, war, strikes, government regulations, internet service provider failures, or significant third-party platform outages (e.g., Google or Meta global downtime).
