This Master Services Agreement (“Agreement”) is made and entered into by and between Abogados Now, LLC, with an address at 3711 Long Beach Blvd., Long Beach, CA 90807 (“Abogados Now”), and you, the Client, (“Client” or “you”) in connection with the subscription of Abogados Now’s services.

In consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, and intending to be legally bound, the parties agree as follows:

1. Provision of Services. 

Client hereby engages Company to provide the Services and Company hereby agrees to provide the Services on the terms and conditions contained in this Agreement.

2. Kickoff Document. 

Company shall deliver to Client a document requesting information from Client (the “Kickoff Document”), including, without limitation, information regarding background on Client, which will be used by Company as the basis for the Services to be provided by Company. Client acknowledges and agrees that Company cannot and will not begin providing the Services until the Kickoff Document, as completed by Client, is returned to Company.

3. Changes. 

In the event Client desires changes and/or modifications to the specifications of the Services, Client shall notify Company, in writing, the details of the changes desired by Client (the “Change Request”). Company shall inform Client, in writing (the “Change Request Response”), (a) if Company is able to accommodate the changes set forth Change Request, and if Company is able to do so, (b) the anticipated delay in the delivery of the Services resulting from such changes, and (c) the additional fees, costs and expenses Client will be responsible for in connection with such changes. Client shall notify Company, in writing, of its election to either withdraw the Change Request or to proceed with the proposed changes and/or modifications set forth therein, in which case the Change Request and the Change Request Response shall automatically become part of this Agreement and be incorporated herein by this reference.

4. Delivery of Services; Account Access; Client Responsibilities.

4.1 Delivery of Services. 

Notwithstanding anything to the contrary contained in this Agreement, but subject to any exceptions expressly set forth in this Agreement, Company shall provide the Services.

4.2 Client Responsibilities. 

Notwithstanding anything to the contrary contained in this Agreement, the following are Client’s responsibilities:
(a) Obtaining, securing and/or registering any and all intellectual property, including, without limitation, trademarks and copyrights, in any way relating to the Client’s name and/or business, including, without limitation, for use on Client’s website, whether prepared, delivered and/or published by Company or Client.

(b) Obtaining all necessary releases, including, without limitation, from individuals and owners of any real property, in connection with any photo or video shoots undertaken by Company or its agents or representatives for Client’s benefit, including, without limitation, as the same relate to the provision of Services by Company.

(c) Compliance with all applicable laws and regulations, including, without limitation, state bar rules and regulations, including, without limitation, as the same relate to advertising, communication and solicitation.

(d) Violation, infringement or alleged violation or infringement of any intellectual property or other rights of any third party resulting from, or arising out of, the provision of Services hereunder. Client hereby represents and warrants that any and all information, intellectual property and other content provided by Client to Company to facilitate the performance of the Services by Company (i) belong to client, have not been recycled, copied or otherwise taken from any source not originally belonging to Client, and (ii) do not and shall not infringe upon or otherwise violate the intellectual property or other rights of any third party.

(e) Providing Company and its agents and representatives any false, fraudulent, deceitful, dishonest or inaccurate claims or advertising materials

(f) Client hereby agrees to indemnify, defend and hold Company harmless from and against any and all claims, liabilities, losses, damages and/or actions, directly or indirectly resulting from or arising out of Client’s failure to comply with any of the provisions of this Agreement and/or the breach of Client’s representations and warranties. In addition, Client hereby agrees to indemnify, defend and hold Company harmless from and against any and all claims, liabilities, losses, arising out of or related to Client’s violation of any applicable laws, including data privacy and Telephone Consumer Protection Act laws.

4.3 Communication. 

The Parties agree that all communications, notices, and updates will be exchanged via email. Any calls will occur only through pre-scheduled meetings via Zoom or another mutually agreed-upon video conferencing platform. Meetings must be scheduled at least forty-eight (48) hours in advance, unless otherwise agreed. External messaging platforms (e.g., SMS, WhatsApp, Slack, social media, or other messaging applications) will not be used for communication related to the Services unless expressly authorized in writing by both Parties.

5. Fees and Expenses.

5.1 Fees. Client hereby agrees to, and shall, pay to Company the fees and expenses as agreed.

5.2 Hosting+; Site Transfer.

5.2.1 Provided (a) Client remains a member of Company, (b) continues to subscribe to and pay for the Services as set forth in this Agreement, and (c) is not in default of any of the terms and conditions of this Agreement, Company shall provide the services.

5.2.2 In the event Client elects to terminate this Agreement and its membership of Abogados Now, but desires to preserve its use of the website created and delivered by Company pursuant to the terms of this Agreement, and provided Client is not in default of its obligations under this Agreement, Client shall notify Company, by email, no later than five (5) days after Client terminates its membership of Abogados Now and ceases to subscribe to and pay for the Services as set forth in this Agreement of Client’s election to either:

(i) Host Client’s website, in which case Client hereby agrees to, and shall, pay to Company, in addition to any other fees and expenses set forth herein, a monthly fee in the amount of $199.00 for the Hosting+ Services, which amount shall be paid by Client in advance on the first (1st) day of each month during which such services are to be provided; or

(ii) Terminate web-hosting with Company, including, without limitation, any Hosting+ Services provided by Company to Client, in which case, Client shall elect to either (x) forfeit Client’s website, in which case Company shall have no further obligations whatsoever, pursuant to this Agreement or otherwise, to Client, including, without limitation, an obligation to maintain Client’s website or access to it, or (y) request Company initiate a host site transfer of Client’s website, in which case Client shall pay to Company a one-time transfer fee of $699.00. 

Notwithstanding anything to the contrary contained in this Agreement, Client acknowledges and agrees that Company shall not be obligated to initiate any host site transfer or to provide Client with any credentials for Client’s website until and unless Client has paid all outstanding fees and expenses incurred pursuant to this Agreement. Client acknowledges and agrees that a host site transfer will take up to fourteen (14) days from the date Company receives Client’s notice requesting such host site transfer.

5.3 Minimum Advertising Fee. 

Client acknowledges and agrees that in order to facilitate and optimize the Services by the Company, Company may engage, on behalf of Client, third party media companies, including, without limitation, Google, Facebook/Meta, Instagram, YouTube, TikTok, Bing, Groundtruth and Hulu, for advertising Client’s business and website. Client hereby authorizes Company to engage such third party media companies on behalf of Client. Client shall pay such third party and/or authorizes Company to provide Client’s payment information, including, without limitation, bank and/or credit card information, to such third party, a monthly fee as a “Minimum Advertising Fee” (the “Minimum Advertising Fee”), which shall be automatically charged by the third party media companies pursuant to the policies of such third party media companies, which may change from time to time. Client acknowledges and agrees that (a) the amount of the Minimum Advertising Fee may be adjusted from time to time upon Client’s request, in writing, to Company, (b) the method of billing and charging the Minimum Advertising Fee is under the sole control of the third party media companies engaged on behalf of Company pursuant to this Agreement, and (c) Company has no control whatsoever over such billing practices or the frequency in which such third party media companies bill Client. Client hereby agrees to indemnify, defend and hold Company harmless from and against any claims, liabilities, losses or actions resulting, in any manner whatsoever, from the Minimum Advertising Fee.

5.4 Payment Schedule and Billing.

5.4.1 Initial Payment: Upon execution of this Agreement, Client shall pay for the first month of services (“Initial Payment”), which is due before services commence.

5.4.2 Subsequent Billing: After services commence, Client shall enter the Company’s standard billing cycle. The second billing cycle will begin within the first five (5) business days of the month following the launch date, regardless of the actual service start date.

5.4.3 Non-Renewal and Service Termination: If Client does not renew the terms of this Agreement, services will terminate on a date corresponding to the launch date and the agreed-upon end date, as outlined in the Statement of Work or any other associated documentation.

5.5 Payment Through Termination. 

Client agrees that Company is entitled to payment of the fees and expenses for the Services set forth in this Agreement up to and including the date of termination of this Agreement and/or Client’s subscription to the Services. If Client terminates this Agreement or cancels the Services prior to the end of the Term, Client will remain liable for payment of all fees due for the remainder of the Term as specified in this Agreement. Such fees will become immediately due and payable upon the effective date of termination. This obligation is intended to reflect the parties’ agreement regarding fair compensation for the Services and to account for the costs and commitments incurred by Company in reliance on the full term of the Agreement.

5.6 Taxes. 

Client acknowledges and agrees that the fees and expenses set forth in this Agreement are exclusive of any and all federal, state, local or other sales, use or other taxes or fees assessed on or otherwise incurred in connection with any of the Services rendered pursuant to this Agreement. Client further acknowledges and agrees that Client is solely responsible for any and all tax liability relating to the Services and/or the fees and expenses relating thereto. Company hereby agrees to indemnify, defend and hold Company harmless from and against any claims, liabilities or actions relating to such tax liability.

5.7 Fees Subject to Change. 

Client acknowledges and agrees that the fees and other charges and expenses set forth in this Agreement are subject to change upon thirty (30) days prior written (by e-mail only) notice to Client.

5.8 Interruption of Services for Non-Payment.

Client acknowledges and agrees that timely payment of all fees and other charges for the Services, set forth in this Agreement is critical to ensure provision of uninterrupted Services by Company hereunder. In the event any amounts due hereunder, including, without limitation, the fees and other charges set forth in this Agreement and/or any Delinquent Payment, remain outstanding for twenty one (21) days or more, Company may, in addition to any other remedies available to Company at law or in equity, at Company’s discretion, without notice, unpublish, suspend, delete or otherwise shut down Client’s website (“Site Shutdown”). Client acknowledges and agrees that Company shall not be liable for any damages resulting from such Site Shutdown. In the event of a Site Shutdown, if (a) Client’s website has not been permanently shut down, (b) Client pays, in full, all Delinquent Amounts, late charges, accrued interest and other amounts due and payable hereunder, and (c) any reasonable conditions required by Company are satisfied by Client, upon written notice (by e-mail only) by Client to Company, Company may, at Company’s sole and absolute discretion, restore the Website. Client further acknowledges and agrees that failure to pay any invoices of Company within seven (7) days will, at the sole discretion of Company, result in the suspension of all Services hereunder until Company is in receipt of full payment by Client of all such amounts.

5.9 Payment Information and Authorization. 

Upon execution of this Agreement, and as a precondition to Company’s obligation to provide the Services described herein, Client shall provide to Company all banking and credit card information of Client required by Company to enable Company to automatically, without notice, charge Client for the fees and other charges set forth herein, for the Services, pursuant to the provisions hereof. Client hereby authorizes Company to (i) use Client’s banking and credit card information to, automatically and without prior notice, charge Client for Services rendered by Company pursuant to the provisions of this Agreement in accordance with the provisions hereof, and (ii) provide Client’s banking and credit card information to third party media companies for payment of the Minimum Advertising Fees pursuant to the provisions of this Agreement. Client acknowledges and agrees that any payments made by credit card, whether to Company or to third party media companies, will incur an additional five percent (5%) processing fee.

5.10 Payments Non-Refundable.

Client acknowledges and agrees that all payments made pursuant to the terms of this Agreement are non-refundable even in the event that Client cancels or terminates the Services. Client acknowledges and agrees that it will not file any chargebacks related to fees or payments.

5.11 Pre-Pay Discount. 

If Client elects to pay the subscription fees upfront for the entire subscription period, Client will be entitled to a ten percent (10%) discount on the total subscription fees. To qualify for the pre-pay discount, the Client must make a single, lump-sum payment covering the entire subscription period on or before the commencement date of such period. This discount will be applied to the total amount due and reflected in the invoice provided to Client. The upfront payment is non-refundable. Notwithstanding the foregoing, any pre-pay discounts do not apply to Minimum Advertising Fees.

6. Term; Termination.

6.1 The term of this Agreement, as specified on Page 5 of the PDF proposal provided to you (the “Initial Term”), shall commence on the Effective Date, which is the launch date of the advertising campaign. Upon conclusion of the Initial Term, the Agreement will automatically renew for an additional 90 days.

6.2 Subject to the provisions of this Agreement, Company shall have the right to terminate this Agreement upon no less than thirty (30) days prior written notice (the “Termination Notice”), which shall be delivered to the other party at least thirty (30) days prior to the expiration of the then term, as the same may have been extended pursuant to this Agreement. Client shall have the right to terminate this Agreement upon provision of a Termination Notice, which shall be delivered to Company by email at least thirty (30) days prior to the expiration of the then term, as the same may have been extended pursuant to this Agreement. Notwithstanding the foregoing, Client cannot terminate this Agreement during the Initial Term.

6.3 If either party hereto desires to terminate this Agreement due to a material breach or default of this Agreement by the other party (the “Breaching Party”), the party desiring to terminate shall provide written notice by email detailing the alleged breach or default to the Breaching Party (the “Notice of Breach”). If the alleged breach or default relates to a failure by the Breaching Party to pay any amounts due and payable under this Agreement, the Breaching Party shall have three (3) days from the date of the Notice of Breach to cure such breach by paying all such amounts to the non-breaching party. In the event the Breaching Party fails to cure such monetary breach or default in the within such three (3) days, in addition to any other remedies that may be available to the non-breaching party at law or in equity, the non-breaching party shall have the right to immediately terminate this Agreement. If the alleged breach or default in nonmonetary, the Breaching Party shall have ten (10) business days from the date of the Notice of Breach to cure such breach to the reasonable satisfaction of the non-breaching party. In the event the Breaching Party fails to cure such nonmonetary breach or default to the reasonable satisfaction of the non-breaching party within such ten (10) business days, or if such nonmonetary breach or default is not capable of cure, in addition to any other remedies that may be available to the non-breaching party at law or in equity, the non-breaching party shall have the right to immediately terminate this Agreement.

6.4 Upon termination of this Agreement by (a) Client, or (b) by Company for cause, including, without limitation, as a result of a breach or default by Client (i) Company shall have no further obligations whatsoever to Client and (b) Client acknowledges and agrees that in the event this Agreement is terminated prior to the completion of some or all of the Services, that Company shall be excused from its obligation to complete any unperformed or undelivered Services, unless otherwise agreed to in writing, executed by Company and Client.

6.5 Unilateral Termination. Client acknowledges and agrees that the Term of this Agreement, as defined in Section 5.3, is a fundamental and material part of the consideration for the Services provided by Abogados Now. Therefore, any unilateral termination of this Agreement by Client for any reason other than a material breach by Abogados Now shall constitute a material breach of this Agreement. In the event of such a breach, Abogados Now shall be entitled to pursue all remedies available at law or in equity, including, without limitation, the immediate payment of all fees due for the remainder of the Term.

7. Work for Hire. 

Other than otherwise provided in this Agreement, Company agrees that Client shall be the sole and exclusive owner of all right, title and interest in and to any and all tangible and intangible works, materials, ideas, products, services, developments, projects and other matters developed, created, conceived, suggested, submitted or otherwise worked on by Company in connection with the Services at any time during the term of this Agreement, and the results and proceeds of the Services hereunder, in whatever stage of completion (collectively, the “Property”), shall be deemed “work made for hire” for Client as that term is defined in Section 101 of the 1976 Copyright Act and is the sole and exclusive property of Client. All rights related to such work, together with any additions thereto or derivations thereof and rights to renewals and extensions of any of the foregoing shall, upon creation, be the sole property of Client. Unless otherwise provided in this Agreement, Company also agrees that Client shall have the sole and exclusive right in perpetuity to use, exploit, distribute and otherwise turn to account any or all of the Property, and that Client may modify, change or alter all or any part of the Property, all as Client may determine from time to time in its sole and absolute discretion. Notwithstanding the foregoing, any of Company’s ad strategy and data is not included in the definition of Property or work for hire.

8. Inactive Accounts and Account Reactivation

8.1 Definition of Inactivity. An account shall be deemed “inactive” if Client fails to communicate with Abogados Now for a period of thirty (30) consecutive days, or if the Client fails to respond to a specific request from Abogados Now, LLC within fifteen (15) business days of such request.

8.2 Inactivity Notice. If an account is deemed inactive, Abogados Now will send a written notice via email to Client at the email address on file, stating that the account has been marked as inactive and is at risk of being closed permanently and will not be refunded.

8.3 Response and Account Forfeiture. Client must respond to the Inactivity Notice via email within fifteen (15) business days of receiving the notice to prevent the account from being closed. The required response is an email acknowledging the notice and indicating Client’s desire to continue with the Services. If Client fails to respond within this 15-business-day period, the account will be closed, and Client’s Initial Payment (as defined in Section 5.4.1) shall be forfeited. All Services will cease, and Abogados Now will have no further obligations to the Client, including any obligations to refund any payments.

8.4 Account Reactivation. To restart Services after an account has been closed due to inactivity, Client must pay a reactivation fee equal to the Initial Payment. This reactivation fee must be paid in full before any new services will be rendered by Abogados Now. Upon payment of the reactivation fee, Client will be required to provide a new Kickoff Document to re-engage the Services.

9. No Guarantees of Results.

Client acknowledges and agrees that Abogados Now has made no guarantees regarding the quality or quantity of leads resulting from the Services. All final results are determined by external factors, including but not limited to, market reaction, Client’s responsiveness, Client’s internal processes, and Client’s legal practice itself. Abogados Now shall not be liable to Client for any failure of the Services to produce a specific quantity or quality of leads.

10. Non-Disparagement.

Client agrees that it will not, and will cause its employees, agents, and representatives not to, engage in any form of communication, whether oral or written, that disparages, defames, or otherwise damages the reputation of Abogados Now, its products, services, or business practices. Disparagement shall be defined to include, but is not limited to, any negative statements, whether true or untrue, that are intended to, or reasonably could be expected to, harm Abogados Now’s business, reputation, or relationships with its customers, clients, or partners.

11. Indemnification. 

Notwithstanding anything to the contrary contained in this Agreement and in addition to any and all other indemnification obligations contained in this Agreement, Client hereby agrees to indemnify, defend and hold harmless Company and its shareholders, directors, officers, members, managers, employees, accountants, agents, representatives, successor and assigned (collectively, the “Indemnified Parties”) from and against any and all third party claims, damages, liabilities, actions, suits, costs and expenses, including, without limitation, legal fees and expenses, directly or indirectly resulting from, arising out of or related to (i) Client’s breach of any express representations and warranties set forth in Agreement, (ii) Client’s breach of this Agreement or any provision hereof, (iii) Client’s failure to perform its obligations under this Agreement, (iv) Company’s coordination of and/or management, on behalf of Client, of any accounts with any third party, including, without limitation, third party media companies, and (v) the Services provided by Company pursuant to the terms of this Agreement, including, without limitation, the operation, provision or maintenance of the website developed for Client, advertising accounts, or any other services offered by Company. Company shall have the right, but not the obligation, to control the defense and/or settlement of any claim in which and Indemnified Parties are named as a party. Company and/or any of the Indemnified Parties shall have the right to participate in any defense of a claim by Client with counsel of the Indemnified Party’s choice, at the expense of Client.

12. Limitation of Liability. 

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL ABOGADOS NOW, ITS ASSOCIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, ATTORNEYS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, ANY WEBSITES LINKED TO IT, ANY CONTENT ON OUR WEBSITES, OR THE SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, NOTHING IN THESE TERMS EXCLUDES OR LIMITS LIABILITY FOR FRAUD OR INTENTIONAL MISREPRESENTATION.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

13. Force Majeure. 

Company shall be excused from performance of its obligations hereunder for any period and to the extent it is prevented from performing it obligations, in whole or in part, as a result of Force Majeure (defined below). For the purposes of this Section 10, “Force Majeure” means a material delay beyond the reasonable control of Company caused by labor strikes, lock‑outs, service interruptions by third parties, including, without limitation, third party media companies, industry‑wide inability to procure materials, extraordinary restrictive governmental laws or regulations (such as gas rationing), mass riots, war, military power, sabotage, material fire or other material casualty, severe weather, or an act of God.

14. Governing Law; Venue and Arbitration.

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California, without giving effect to the conflict of laws principles thereof. You agree to arbitrate any dispute arising from these Terms or your use of the Services. Arbitration prevents you from suing in court, litigating through a class action lawsuit, or from having a jury trial. You agree to notify each other in writing of any dispute within sixty days of when it arises. In addition, you agree: To make reasonable attempts for informal resolution prior to any demand for arbitration; That any arbitration will occur in Los Angeles, California; That any arbitration will be conducted confidentially by a single arbitrator, selected by the American Arbitration Association; That selection of the arbitrator shall be made in accordance with the Rules of the American Arbitration Association, and the arbitrator’s decision shall be final and binding in all respects; That arbitration proceedings initiated pursuant to this Agreement shall be conducted in accordance with the Rules of the American Arbitration Association; That the arbitrator shall have the power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope, or validity of the arbitration agreement or to the arbitrability of any claim or counterclaim; That the arbitrator has the authority to grant any remedy that would otherwise be available in court;  That the arbitrator shall decide what is subject to arbitration unless prohibited by law; That the parties shall split the costs and expenses of any arbitration and bear their own legal costs and expenses; and That the state and federal courts in Los Angeles, California have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration and agree not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, or that such suit, action or proceeding is improper.

15. Attorneys’ Fees and Costs.

Should it be necessary for Abogados Now to enforce or defend its rights under this Agreement, Client will be responsible for and agrees to pay all reasonable attorneys’ fees, costs, and disbursements incurred by Abogados Now in connection with any such action, proceeding, or dispute, whether or not a lawsuit is filed.

16. Miscellaneous. 

No rights or obligations hereunder may be assigned by either party without the prior written consent of the other. This Agreement shall inure to the benefit of and be binding upon any successor of Company. If any provision of this Agreement shall be invalid and legally unenforceable, the same shall not affect in any respect whatsoever the validity and enforceability of the remainder of this Agreement. This Agreement cannot be amended, modified or supplemented in any respect except by an Agreement in writing signed by the party against whom enforcement of any amendment, modifi­cation or supplement is sought. This Agreement, our terms and conditions posted at abogadosnow.com, and our Privacy Policy constitute the sole and entire agreement between you and Abogados Now with respect to the Services and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Services. This Agreement may be executed in several counterparts and all so executed shall constitute one Agreement, binding on all the parties hereto even though all the parties are not signatories to the original or the same counterpart. Subject to the provisions of this Agreement, in the event an arbitration, suit or action is brought by any party under this Agreement to enforce any of its terms, or in any appeal therefrom, it is agreed that the prevailing party shall be entitled to reasonable attorneys’ fees to be fixed by the arbitrator, trial court, and/or appellate court.