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Website Design | SEO | Hosting Services
This Master Service Agreement ("Agreement") is entered into as of the date last signed below ("Effective Date") by and between:
Rank Rebels LLC
A Utah Limited Liability Company
("RankRebels" or "Company")
Business Name: _____________________________
Contact Name: _____________________________
("Client")
RankRebels and Client are each referred to herein individually as a "Party" and collectively as the "Parties."
1.1 Scope of Services. RankRebels agrees to provide the services selected by Client on the executed Statement of Work ("SOW") attached as Exhibit A, which may include any combination of: website design and development, search engine optimization (SEO), website hosting and maintenance, Google Business Profile optimization, and any additional services mutually agreed upon in writing.
1.2 Order of Precedence. In the event of any conflict between this Agreement and any SOW or Change Order, the terms of this Agreement shall control unless the SOW expressly states it supersedes a specific provision of this Agreement.
1.3 Change Orders — Scope Creep Protection. Any work requested by Client beyond what is expressly described in the executed SOW constitutes out-of-scope work. ALL change requests must be submitted in writing. RankRebels will provide a written Change Order quote prior to commencing any additional work. RankRebels shall not be obligated to perform any out-of-scope work. No additional work will begin without a fully executed, written Change Order signed by both Parties. Verbal requests, text messages, or email requests that have not been confirmed in a signed change order shall not constitute authorization to proceed. Client waives any claim for services not documented in a signed SOW or Change Order.
1.4 Monthly Reporting. RankRebels shall provide Client with a monthly report documenting the SEO and website services performed during the preceding month ("Monthly Report"). Monthly Reports serve as the official record of services rendered. Client agrees that Monthly Reports, in conjunction with this Agreement and any SOWs, constitute the complete record of services provided. Client must raise any dispute regarding services within fifteen (15) days of receiving the Monthly Report or such services shall be deemed accepted.
2.1 Non-Refundable Setup Fee. Client shall pay a one-time, non-refundable setup fee in the amount specified in Exhibit A ("Setup Fee") prior to commencement of any work. The Setup Fee compensates RankRebels for onboarding, initial design, development time, and resource allocation. No work will begin until the Setup Fee has been received and cleared. The Setup Fee is non-refundable under any circumstances, including but not limited to: early termination, dissatisfaction, or Client's decision not to launch the website.
2.2 Monthly Subscription Fee. Client agrees to pay the monthly subscription fee specified in Exhibit A on the same calendar day each month as the Effective Date ("Billing Date"). Fees are due in advance of service delivery.
2.3 Late Payment and Hosting Suspension. Any payment not received within five (5) calendar days of the Billing Date is considered past due. RankRebels will issue a written late payment notice. If payment is not received within fifteen (15) calendar days of the Billing Date, RankRebels reserves the right, without further notice, to immediately suspend all services, including taking Client's website offline, disabling email services, and suspending all SEO activity. Client's website will remain offline until all past-due balances, including accrued interest and any reinstatement fees, are paid in full. Suspension of services does not relieve Client of its payment obligations under this Agreement.
2.4 Interest on Late Balances. Past-due balances shall accrue interest at the rate of 1.5% per month (18% per annum) from the due date until paid in full.
2.5 Reinstatement Fee. Reinstatement of services following suspension for non-payment shall require payment of all past-due balances plus a reinstatement fee of $150.00.
2.6 Disputed Charges. Client must dispute any invoice or charge in writing within fifteen (15) calendar days of the invoice date. Failure to dispute within this window constitutes Client's acceptance of the charge. RankRebels will not honor chargebacks, credit card disputes, or payment reversals for services rendered in accordance with this Agreement. Client agrees not to initiate chargebacks and waives any right to do so for services rendered.
2.7 Fee Adjustments. RankRebels reserves the right to adjust monthly subscription fees upon sixty (60) days written notice. Client's continued receipt of services after the fee adjustment effective date constitutes acceptance of the new fee schedule.
3.1 Initial Term. This Agreement commences on the Effective Date and continues for twenty-four (24) months ("Initial Term").
3.2 Automatic Renewal. Upon expiration of the Initial Term, this Agreement automatically renews on a month-to-month basis until either Party provides thirty (30) days prior written notice of termination.
3.3 Early Termination by Client — Initial Term. Client may terminate this Agreement during the Initial Term upon written notice. Because RankRebels has committed resources, infrastructure, staffing, and tooling costs based on the full Initial Term, Client acknowledges and agrees that early termination causes damages to RankRebels that are difficult to quantify precisely. Accordingly, as a genuine pre-estimate of liquidated damages and not as a penalty, Client shall pay an Early Termination Fee equal to THREE (3) months of the then-current monthly subscription fee. The Early Termination Fee is due and payable within fifteen (15) days of the termination notice. Services will continue through the paid termination period.
3.4 Client Business Closure. In the event Client ceases business operations, files for bankruptcy, becomes insolvent, or is otherwise unable to continue operations during the Initial Term, the Early Termination Fee described in Section 3.3 shall still apply. Client's legal representative, successor, or estate shall be responsible for payment of all amounts owed. Inability to operate a business does not constitute grounds for waiver of the Early Termination Fee.
3.5 Termination for Non-Payment. RankRebels may terminate this Agreement immediately upon written notice if Client fails to cure a payment default within ten (10) days of written notice. The Early Termination Fee shall still apply if Client is terminated for non-payment during the Initial Term.
3.6 Termination for Material Breach. Either Party may terminate this Agreement upon thirty (30) days written notice if the other Party commits a material breach and fails to cure within the notice period. Termination for Client's material breach does not entitle Client to any refund. The Early Termination Fee may still apply depending on the nature of the breach.
3.7 Effect of Termination. Upon termination for any reason: (a) all fees owed become immediately due; (b) RankRebels will take Client's website offline within 48 hours of termination; (c) RankRebels will make Client's website files available for download for thirty (30) days, after which RankRebels has no obligation to retain Client data; (d) Client is solely responsible for transferring its domain name and any third-party accounts. RankRebels shall not be liable for loss of data following the 30-day retention period.
4.1 Hosting Infrastructure. RankRebels provides hosting services utilizing reputable, commercially-established third-party hosting providers. Client acknowledges that hosting uptime, performance, and availability are subject to the capabilities and terms of such hosting providers.
4.2 Uptime. RankRebels will use commercially reasonable efforts to maintain website availability. RankRebels does not guarantee 100% uptime and shall not be liable for downtime, interruptions, or performance degradation resulting from: hosting provider outages, scheduled maintenance, internet infrastructure failures, distributed denial-of-service (DDoS) attacks, force majeure events, or causes outside RankRebels' direct control.
4.3 Automatic Daily Backups. RankRebels shall maintain automatic daily backups of Client's website files ("Daily Backups"). Daily Backups are retained for a minimum of thirty (30) days on a rolling basis. In the event of data loss, RankRebels will use commercially reasonable efforts to restore Client's website from the most recent available backup. Notwithstanding the foregoing, RankRebels does not guarantee backups will be complete, error-free, or restorable in all circumstances. Client is strongly encouraged to maintain its own independent copies of all website content, images, and data. RankRebels' liability for any data loss, regardless of cause, is limited as set forth in Section 8.
4.4 Domain Name Ownership. Client shall register and maintain its domain name(s) exclusively in Client's own name and account. RankRebels will never register Client's domain in RankRebels' own account. Client is solely responsible for domain registration fees, renewal dates, and all domain-related account management. RankRebels shall not be liable for any domain expiration, loss, hijacking, or unauthorized transfer that results from Client's failure to manage its own domain account. This provision is a material term of this Agreement.
4.5 Security. RankRebels will implement commercially reasonable security measures, including SSL certificates, firewall protections, and software updates where applicable. However, RankRebels cannot guarantee that client’s website will be free from hacking, malware, unauthorized access, data breaches, or other security incidents. In the event of a security incident, RankRebels will use commercially reasonable efforts to restore the website and notify Client. total liability for any security incident is limited as set forth in Section 8 of this Agreement.
4.6 Hosting Conditioned on Payment. Hosting services are expressly conditioned upon Client's timely payment of all fees. Non-payment is grounds for immediate suspension as described in Section 2.3. RankRebels shall not be liable for any business losses, damages, or claims arising from website suspension due to Client's non-payment.
5.1 Nature of SEO. Search engine optimization is an ongoing, dynamic process subject to frequent, unannounced, and unilateral changes by third-party search engines including Google, Bing, Yahoo, and others. RankRebels has no control over, affiliation with, or special access to any search engine. Search engine algorithms, ranking factors, indexing policies, and display formats change constantly and without notice.
5.2 NO GUARANTEE OF RANKINGS — CRITICAL PROVISION. RANKREBELS MAKES ABSOLUTELY NO GUARANTEE, WARRANTY, PROMISE, REPRESENTATION, OR COMMITMENT, EXPRESS OR IMPLIED, ORAL OR WRITTEN, THAT CLIENT'S WEBSITE WILL ACHIEVE ANY PARTICULAR SEARCH RANKING, PAGE POSITION, KEYWORD PLACEMENT, TRAFFIC VOLUME, LEAD GENERATION LEVEL, OR BUSINESS RESULT OF ANY KIND. ANY STATEMENT BY ANY EMPLOYEE, CONTRACTOR, OR REPRESENTATIVE OF RANKREBELS SUGGESTING A GUARANTEED RANKING OR RESULT IS UNAUTHORIZED AND NON-BINDING. Client acknowledges that no employee or agent of RankRebels has the authority to guarantee search engine rankings, and any such representation shall be void and of no legal effect.
5.3 Algorithm Changes. RankRebels shall not be liable to Client for any decrease in search rankings, organic traffic, leads, conversions, or revenue resulting from: (a) search engine algorithm updates or core updates; (b) changes to search engine indexing or display formats; (c) actions taken by Client or Client's other vendors; (d) competitor activity or market changes; (e) technical issues introduced by Client after website launch; or (f) any other factor outside RankRebels' direct control.
5.4 Monthly Reports as Documentation. The Monthly Reports provided under Section 1.4 shall serve as the official record of SEO services performed. In the event Client claims that RankRebels damaged Client's rankings, the burden of proof shall rest entirely with Client to demonstrate that any ranking decrease was directly and solely caused by a specific act or omission of RankRebels that violated an express, written provision of the applicable SOW. General ranking decreases, algorithm updates, or market changes shall not constitute a basis for any claim against RankRebels.
5.5 No Verbal Guarantees. Client acknowledges that no verbal representations regarding rankings, traffic, or results made during any sales call, meeting, or communication shall be binding on RankRebels. This Agreement, together with executed SOWs, constitutes the entire agreement regarding SEO services and supersedes all prior verbal representations.
6.1 Ownership During Term. All website designs, code, graphics, layouts, and content created exclusively by RankRebels remain the intellectual property of RankRebels until all fees owed under this Agreement, including the Setup Fee, have been paid in full.
6.2 License Upon Full Payment. Upon payment of all amounts due, RankRebels grants Client a limited, non-exclusive, non-transferable license to use the completed website deliverables. RankRebels retains the right to display the work in its portfolio and marketing materials.
6.3 Original Design Commitment. RankRebels commits to creating original website designs for Client and will not intentionally replicate or reproduce the design, layout, color scheme, or visual identity of any identifiable third-party website. Client shall not instruct RankRebels to copy, replicate, or closely imitate any existing website, brand identity, or design owned by another party. Any such instruction from Client shall be refused, and if Client insists, Client assumes all liability for any resulting claims.
6.4 Client-Provided Content and Logos. Client represents and warrants that all text, images, logos, trademarks, photographs, and other materials provided by Client ("Client Content") are owned by Client or that Client possesses all necessary rights, licenses, and permissions to use such materials. Prior to incorporating any logo, trademark, or branded element provided by Client, RankRebels may request written confirmation from Client that Client owns or has licensed rights to such materials. Client's written confirmation is a condition precedent to incorporation of such materials. Client is solely responsible for obtaining all licenses, releases, clearances, and permissions required for Client Content.
6.5 Trademark and Copyright Indemnification. Client is solely responsible for ensuring that Client's website content, business name, branding, logos, trade names, and all other intellectual property used on Client's website do not infringe upon the rights of any third party. RankRebels has no obligation to conduct trademark searches, copyright clearances, or intellectual property investigations on Client's behalf. Client shall indemnify, defend, and hold harmless RankRebels from any and all claims, demands, or proceedings alleging that Client Content infringes any third-party intellectual property rights, as further described in Section 10.
6.6 Suspected Infringement Documentation. If RankRebels, in its sole discretion, identifies Client Content that it reasonably suspects may infringe third-party intellectual property rights, RankRebels will notify Client in writing. RankRebels reserves the right to decline to incorporate such content. Such written notification shall be retained as documentation that RankRebels raised the concern. Client's decision to proceed after receiving such notice shifts all liability for any resulting claims to Client.
7.1 Content Responsibility. Client is solely responsible for all content provided to RankRebels for inclusion on Client's website, including but not limited to: text, images, videos, testimonials, reviews, product descriptions, pricing, claims, endorsements, and any other material (collectively, "Client Content").
7.2 Content Warranty. Client warrants and represents that all Client Content: (a) is accurate, truthful, and not misleading; (b) does not violate any applicable law, regulation, or ordinance; (c) does not infringe any third-party intellectual property, privacy, or publicity rights; (d) does not constitute defamation, false advertising, or unfair business practice; (e) complies with all applicable Federal Trade Commission (FTC) guidelines regarding endorsements and testimonials; and (f) does not contain any obscene, illegal, harassing, or objectionable material.
7.3 Prohibition on Fake Reviews and Testimonials. RANKREBELS STRICTLY PROHIBITS THE CREATION, PUBLICATION, OR FACILITATION OF FAKE, FABRICATED, OR MISLEADING REVIEWS, RATINGS, OR TESTIMONIALS UNDER ANY CIRCUMSTANCES. Client shall not request RankRebels to create, post, or assist with any inauthentic reviews or testimonials on any platform including Google, Yelp, Facebook, or Client's own website. Violation of this provision constitutes a material breach of this Agreement and grounds for immediate termination without refund.
7.4 Suspicious Content Flagging. If RankRebels reasonably determines that any Client Content may be illegal, infringing, defamatory, or otherwise non-compliant, RankRebels will notify Client in writing and may decline to publish such content until Client provides satisfactory written clarification. Such written notification shall be documented and retained by RankRebels as evidence that the concern was raised. Client's written response shall be retained as part of the project file.
7.5 RankRebels' Right to Refuse Content. RankRebels reserves the right, in its sole discretion, to refuse to publish any Client Content that RankRebels believes, in good faith, may expose RankRebels to legal liability. Exercise of this right shall not constitute a breach of this Agreement by RankRebels.
8.1 Initial Build Standards. RankRebels will use commercially reasonable efforts to implement the following baseline accessibility features during initial website development: (a) alternative text (alt text) on images provided at launch; (b) logical heading structure (H1, H2, H3 hierarchy); (c) sufficient color contrast ratios in accordance with WCAG 2.1 Level AA guidelines where practical; and (d) basic keyboard navigation support. These baseline measures are provided as a courtesy and do not constitute a guarantee of full WCAG 2.1, ADA Title III, or any other accessibility standard compliance.
8.2 Post-Launch Client Responsibility. Following delivery and launch of the website, Client assumes sole and complete responsibility for maintaining and ensuring the ongoing accessibility of Client's website. This includes, but is not limited to: adding alt text to new images, ensuring new content meets accessibility standards, implementing any accessibility overlays or tools, and responding to any accessibility complaints or demands. RankRebels has no obligation to monitor or maintain accessibility compliance after the website launch date.
8.3 No Warranty of Compliance. RANKREBELS MAKES NO REPRESENTATION OR WARRANTY THAT ANY WEBSITE DEVELOPED HEREUNDER WILL COMPLY WITH THE ADA, WCAG 2.1 (ANY LEVEL), SECTION 508, OR ANY OTHER FEDERAL, STATE, OR LOCAL ACCESSIBILITY LAW OR REGULATION. CLIENT ACKNOWLEDGES IT HAS BEEN ADVISED TO RETAIN INDEPENDENT LEGAL COUNSEL REGARDING ITS ACCESSIBILITY COMPLIANCE OBLIGATIONS.
8.4 Indemnification for Accessibility Claims. Client shall indemnify, defend, and hold harmless RankRebels from and against any and all claims, lawsuits, demands, fines, penalties, damages, costs, and expenses (including reasonable attorneys' fees) arising from any alleged or actual failure of Client's website to comply with ADA, WCAG, Section 508, or any other accessibility standard, whether such failure relates to the initial build or any subsequent modifications made by any party after launch.
9.1 Privacy Policy Requirement. RankRebels will install a basic Privacy Policy page on every website developed under this Agreement as a standard deliverable. Client acknowledges that the provided Privacy Policy template is a starting point only and may require customization to accurately reflect Client's specific data practices. Client is solely responsible for reviewing, customizing, and ensuring the accuracy and legal sufficiency of its Privacy Policy.
9.2 Cookie Consent Banner. Where technically applicable and requested, RankRebels will implement a cookie consent banner on Client's website. The specific functionality of the banner depends on the platform and tools utilized. Client is solely responsible for ensuring the banner's configuration meets applicable legal requirements.
9.3 Client's Data Compliance Responsibility. Following website launch, Client is solely and exclusively responsible for ensuring its website and data collection practices comply with all applicable data privacy laws and regulations, including but not limited to: the California Consumer Privacy Act (CCPA) and California Privacy Rights Act (CPRA), the General Data Protection Regulation (GDPR) and applicable EU member state laws, the CAN-SPAM Act, the Telephone Consumer Protection Act (TCPA), the Children's Online Privacy Protection Act (COPPA), and any other federal, state, local, or international privacy law applicable to Client's business. This responsibility encompasses all contact forms, email signup tools, chat widgets, analytics platforms, remarketing pixels, payment processors, and any other data collection mechanism on Client's website.
9.4 No Privacy Law Compliance Warranty. RANKREBELS MAKES NO REPRESENTATION OR WARRANTY THAT ANY WEBSITE, FORM, PLUGIN, OR TOOL INSTALLED ON CLIENT'S WEBSITE COMPLIES WITH CCPA, GDPR, OR ANY OTHER PRIVACY LAW. CLIENT IS SOLELY RESPONSIBLE FOR OBTAINING INDEPENDENT LEGAL ADVICE REGARDING ITS DATA PRIVACY OBLIGATIONS. RANKREBELS SHALL NOT BE LIABLE FOR ANY REGULATORY FINES, PENALTIES, CLAIMS, OR ENFORCEMENT ACTIONS ARISING FROM CLIENT'S DATA COLLECTION OR PROCESSING ACTIVITIES.
9.5 Client Indemnification for Privacy Claims. Client shall indemnify, defend, and hold harmless RankRebels from and against any and all claims, regulatory actions, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising from Client's failure to comply with any data privacy law or regulation.
10.1 DISCLAIMER OF WARRANTIES. THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. RANKREBELS EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. RANKREBELS DOES NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ANY SPECIFIC RESULT WILL BE ACHIEVED.
10.2 EXCLUSION OF CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RANKREBELS, ITS MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO: LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, REPUTATIONAL HARM, OR ANY OTHER COMMERCIAL OR ECONOMIC LOSS, EVEN IF RANKREBELS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE).
10.3 AGGREGATE LIABILITY CAP. IN NO EVENT SHALL RANKREBELS' TOTAL CUMULATIVE LIABILITY TO CLIENT FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO RANKREBELS IN THE THREE (3) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS LIMITATION APPLIES TO ALL CLAIMS IN THE AGGREGATE, NOT PER INCIDENT.
10.4 ESSENTIAL BASIS OF BARGAIN. CLIENT ACKNOWLEDGES AND AGREES THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN SOPHISTICATED COMMERCIAL PARTIES, THAT RANKREBELS WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT SUCH LIMITATIONS, AND THAT SUCH LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
10.5 No Liability for Third-Party Services. RankRebels uses third-party tools, platforms, plugins, and services in connection with the delivery of its services. RankRebels is not responsible for the availability, performance, security, or actions of any third-party platform including but not limited to hosting providers, domain registrars, Google, social media platforms, email marketing tools, or payment processors.
11.1 Client's Indemnification Obligation. Client shall defend, indemnify, and hold harmless RankRebels and its members, managers, employees, contractors, successors, and assigns (collectively, "RankRebels Indemnitees") from and against any and all claims, actions, suits, proceedings, losses, damages, liabilities, fines, penalties, costs, and expenses, including reasonable attorneys' fees and court costs ("Losses"), arising out of or related to:
Any Client Content, including claims of copyright infringement, trademark infringement, trade dress infringement, defamation, false advertising, or unfair business practices;
Any claim that Client's website or business operations violate any applicable law, including ADA, WCAG, CCPA, GDPR, FTC regulations, or any other regulatory requirement;
Any alleged inaccuracy, misleading statement, or illegal claim contained in Client's website content;
Any claim related to Client's products, services, pricing, or business practices by Client's customers or any third party;
Any breach of Client's representations, warranties, or obligations under this Agreement;
Any claim arising from Client's failure to maintain accessibility compliance after website launch;
Any claim arising from Client's data collection, processing, or privacy practices;
Any claim arising from Client's use or alleged infringement of any trademark, logo, or brand element;
Any tax obligations or regulatory violations arising from Client's business operations;
Any claim arising from unauthorized or illegal instructions given by Client to RankRebels.
11.2 Defense and Cooperation. RankRebels shall promptly notify Client of any indemnifiable claim. Client shall assume control of the defense and settlement of such claim using counsel reasonably acceptable to RankRebels. Client shall not settle any claim that imposes any obligation, restriction, or liability on RankRebels without RankRebels' prior written consent. RankRebels shall cooperate reasonably in the defense at Client's expense.
12.1 Mutual Confidentiality. Each Party agrees to hold the other Party's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information (but no less than reasonable care). Neither Party shall disclose Confidential Information to any third party without prior written consent. "Confidential Information" means non-public information designated as confidential or that reasonably should be understood to be confidential given the nature and circumstances of disclosure, including but not limited to pricing, business strategies, client lists, and technical processes.
12.2 Exceptions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known before disclosure; (c) is independently developed without use of Confidential Information; or (d) must be disclosed by law, court order, or regulatory requirement, provided the disclosing Party gives prompt written notice to the other Party.
Client represents, warrants, and covenants to RankRebels that, as of the Effective Date and continuously throughout the Term:
Client has full legal authority and capacity to enter into this Agreement and to bind the entity on whose behalf Client signs;
Client owns or holds all necessary rights to all Client Content provided to RankRebels;
Client Content does not and will not infringe or misappropriate any third party's intellectual property, privacy, or publicity rights;
Client Content is accurate, not misleading, not defamatory, not obscene, and not illegal;
Client will comply with all applicable laws and regulations in connection with Client's website, data practices, and business operations;
All information provided to RankRebels during the sales process, onboarding, and ongoing engagement is accurate and complete;
Client will not instruct RankRebels to create fake reviews, misleading testimonials, or deceptive content of any kind;
Client will not instruct RankRebels to copy or infringe upon any third-party website, design, or intellectual property.
14.1 Good Faith Negotiation. In the event of any dispute arising out of or relating to this Agreement, the Parties shall first attempt resolution through good faith negotiation for thirty (30) days following written notice of the dispute.
14.2 Binding Arbitration. If unresolved through negotiation, the dispute shall be submitted to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Arbitration shall take place in Utah County, Utah. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each Party shall bear its own attorneys' fees unless the arbitrator finds bad faith.
14.3 WAIVER OF JURY TRIAL. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.
14.4 Class Action Waiver. Client waives any right to bring or participate in any class action lawsuit, class arbitration, or representative action against RankRebels.
14.5 Injunctive Relief. Either Party may seek injunctive or other equitable relief in a court of competent jurisdiction without waiving the right to arbitration.
14.6 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of laws principles.
15.1 Entire Agreement. This Agreement, together with all executed SOWs, Change Orders, and Exhibits, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.
15.2 Amendment. This Agreement may only be amended by a written instrument signed by authorized representatives of both Parties. No oral modification shall be binding.
15.3 Severability. If any provision is held invalid or unenforceable, the remaining provisions continue in full force. The Parties agree to replace any invalid provision with a valid provision that most closely approximates the intent of the original.
15.4 Waiver. Failure to enforce any provision shall not constitute a waiver of the right to enforce such provision in the future.
15.5 Assignment. Client may not assign this Agreement without RankRebels' prior written consent. RankRebels may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets without Client's consent.
15.6 Force Majeure. Neither Party shall be liable for failure or delay in performance due to causes outside its reasonable control, including acts of God, natural disasters, pandemic, governmental action, internet infrastructure failures, or third-party service provider outages.
15.7 Notices. All notices shall be in writing and delivered by email (with confirmation of receipt) or certified mail. Notices to RankRebels shall be sent to the contact information on file with Client.
15.8 Relationship of Parties. The Parties are independent contractors. Nothing herein creates a partnership, joint venture, agency, franchise, or employment relationship.
15.9 Counterparts and Electronic Signatures. This Agreement may be executed in counterparts. Electronic, digital, and e-signature signatures shall be fully valid and binding.
15.10 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties. Nothing herein creates any rights in any third party.
15.11 Survival. Sections 2 (Fees), 6 (IP), 7 (Content), 8 (ADA), 9 (Privacy), 10 (Limitation of Liability), 11 (Indemnification), 12 (Confidentiality), and 14 (Dispute Resolution) shall survive termination or expiration of this Agreement.
By signing below, each Party acknowledges that it has read this Agreement in its entirety, understands all terms, has had an opportunity to consult with legal counsel, and agrees to be legally bound by all provisions of this Master Service Agreement.
Signature: ___________________________
Printed Name: ________________________
Title: _______________________________
Date: ________________________________
Signature: ___________________________
Printed Name: ________________________
Title / Role: ________________________
Date: ________________________________
Incorporated into and made part of the Master Service Agreement
Client Business Name
Contact Name
Phone
Mailing Address
Effective Date
Initial Term
24 months from Effective Date
One-Time Setup Fee
$ (non-refundable)
Monthly Subscription Fee
$ /month
Early Termination Fee
3 months of monthly subscription fee
Billing Date
Same day each month as Effective Date
Services Included
Website Pages / Scope
Hosting Plan
Domain Name (Client Owned)
Google Business Profile
Yes / No
Monthly Reporting
Yes — delivered by the 10th of each month
Daily Backups
Yes — 30-day rolling retention
SSL Certificate
Yes — included
Cookie Consent Banner
Yes / No
Privacy Policy Page
Yes — included as standard deliverable
Additional Terms / Notes:
Client has read and understood the SEO disclaimer in Section 5, including that NO ranking guarantees are made.
Client owns all Client Content and logos provided to RankRebels, or has written rights to use them.
Client understands that hosting will be suspended after 15 days of non-payment.
Client's domain is registered in Client's own name and account.
Client is solely responsible for data privacy compliance, ADA compliance, and accessibility maintenance post-launch.
The 3-month Early Termination Fee applies if Client terminates during the 24-month Initial Term for any reason.
Rank Rebels LLC
Signature: ___________________________
Date: ________________________________
Client
Signature: ___________________________
Date: ________________________________
Thank you — a copy has been recorded and the Rank Rebels team has been notified. The last step is your onboarding deposit, applied straight to your project.