Master Service Agreement

1. Definitions and Preamble

This Master Service Agreement ("Agreement") validates the relationship between Plango Studios ("Provider," "We," "Us") and the entity or individual subscribing to our services ("Client," "You").

**"Deliverables"** refers to the compiled Next.js application, associated source code (minified), and static assets hosted on the Vercel Edge Network.

**"Production Environment"** refers to the live, publicly accessible URL mapping the Deliverables to the Client's domain.

2. Scope of Services & Technical Specifications

Provider agrees to render the following technical services ("The Build"):

• **Architecture:** Deployment of a high-performance React/Next.js 16 web application.
• **AI-Generated Content:** Utilization of LLMs to generate copyright-free copy and asset selection.
• **Performance:** Optimization targeting Core Web Vitals (LCP < 2.5s, CLS < 0.1) on Vercel Edge infrastructure.
• **SEO foundation:** Implementation of semantic HTML5, JSON-LD structured data, and OpenGraph metadata.
• **Hosting:** Provisioning of SSL/TLS certificates and global CDN caching.

3. Financial Terms & Non-Refundable Policy

3.1 Consideration: Client agrees to pay the one-time "Build Fee" ($249.00 USD) immediately upon approval of the Design Concept.

3.2 Subscription Fees: Ongoing hosting, maintenance, and AI-agent services are billed monthly or annually. Failure to pay subscription fees within seven (7) days of the due date will result in immediate suspension of the Production Environment (HTTP 402 Payment Required).

3.3 No Refunds: Client explicitly acknowledges that the Build Fee covers irreversible allocation of engineering time, GPU compute resources, and API costs. THEREFORE, ALL FEES ARE NON-REFUNDABLE. CHARGEBACKS WILL BE CONTESTED WITH EXTENSIVE EVIDENCE OF SERVICE DELIVERY AND MAY RESULT IN PERMANENT BLACKLISTING.

4. Revision Protocol & Acceptance

**4.1 Revision Rounds:** Client is entitled to two (2) rounds of revisions post-deployment to the "Live" environment.

**4.2 Temporal Limit:** Revisions must be requested within 24 hours of the "Live" status trigger or the completion of a previous revision cycle. Failure to request revisions within this window constitutes De Facto Acceptance of the Deliverables.

**4.3 Scope of Revisions:** Revisions are limited to: Text amendments, color palette adjustments, image swaps, and bug fixes. Revisions DO NOT include: Fundamental architectural changes, addition of new pages, or backend logic alterations.

5. Intellectual Property & Transfer of Rights

**5.1 Background IP:** Provider retains all rights, title, and interest in its proprietary codebases, libraries, design systems, and "Archy" AI infrastructure.

**5.2 Deliverables License:** Upon full payment, Provider grants Client a perpetual, non-exclusive, non-transferable license to use the Deliverables for their intended business purpose.

**5.3 Client IP:** Client represents and warrants that they own or hold necessary licenses for all assets (logos, images, copy) provided to Provider. Client indemnifies Provider against any copyright infringement claims arising from Client-provided assets.

6. Limitation of Liability & Warranty Disclaimer

THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOSS OF REVENUE, TRAFFIC, OR SEARCH RANKINGS). PROVIDER'S TOTAL LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT IN THE PRECEDING THREE (3) MONTHS.

7. Indemnification

Client agrees to defend, indemnify, and hold harmless Plango Studios and its officers from any claims, liabilities, damages, or expenses arising from: (a) Client's use of the Services; (b) Violation of these Terms; or (c) Infringement of any third-party rights.

8. Dispute Resolution & Arbitration

**8.1 Mandatory Arbitration:** Any dispute arising out of this Agreement shall be settled by binding arbitration administered by the AAA in Atlanta, Georgia.

**8.2 Class Action Waiver:** YOU HEREBY WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

9. Termination & Suspension

Provider reserves the right to terminate services immediately without notice for: (a) Non-payment; (b) Abusive conduct towards staff; (c) Violation of Acceptable Use Policy (e.g., hosting illegal content).

10. Miscellaneous

**10.1 Severability:** If any provision is found unenforceable, the remaining provisions remain in full effect.

**10.2 Force Majeure:** Provider is not liable for delays caused by acts of God, cloud infrastructure outages (AWS/Vercel downtime), or global API failures.

**10.3 Entire Agreement:** This MSA constitutes the entire agreement and supersedes all prior understandings.

Contact Legal

Plango Studios Legal Division
Email: legal@plangostudios.com