Legal · Past version
Version 1 · May 2026
This is a past version. It governs Statements of Work that name Version 1 (May 2026). SOWs signed on or after November 5, 2026 are governed by the current Master Services Agreement. Version 1 SOWs refer to this document at group-b.co/msa; this page is that document.
This Master Services Agreement ("Agreement") sets the standard terms that govern all services provided by Group B, LLC, an Iowa limited liability company ("Service Provider"), to its clients. This Agreement becomes binding between Service Provider and a client ("Client") upon Client's execution of a Statement of Work ("SOW") that references this Agreement. Each SOW incorporates these terms by reference.
Service Provider will perform the Services described in each SOW. SOWs may include website design and development, landing pages, search engine optimization, paid advertising management, analytics setup, brand and identity work, and related services. Each SOW will specify the deliverables, timeline, fees, and any project-specific terms. Where an SOW conflicts with this Agreement, the SOW controls for that specific project.
Standard billing rate is $150 per hour unless an SOW specifies a different rate or a fixed-fee structure. Each SOW will state its total fee, billing structure (hourly, fixed-fee, or retainer), and any not-to-exceed cap. Unless an SOW states otherwise, payment is structured as 50% upfront upon SOW signature and 50% upon completion of the work or the relevant workstream. Invoices are due upon receipt unless an SOW specifies different terms. Late payments may incur a service interruption until the balance is current.
Client agrees to provide timely feedback, content, approvals, and access credentials necessary for Service Provider to perform the Services. Review pace is typically the single biggest variable on project timelines. Client is responsible for the accuracy and legality of any content, assets, trademarks, or information provided to Service Provider for use in the Deliverables.
Each SOW includes a defined revision allowance consistent with its scope. Material changes outside the original scope require written approval and may be billed as additional work at the standard rate, subject to any not-to-exceed cap stated in the SOW. "Material change" means a change that meaningfully expands the scope, alters the deliverables, or requires substantial rework. Minor adjustments and refinements are part of normal project work.
Upon Client's payment of all fees due under an SOW, Client owns the final Deliverables produced under that SOW: code, copy, design files, ad account assets, and other final work product. Service Provider retains ownership of any pre-existing tools, code libraries, frameworks, processes, or methodologies used in producing the Deliverables. Service Provider grants Client a perpetual, royalty-free license to use such pre-existing materials to the extent they are embedded in the Deliverables. Third-party software, fonts, stock assets, and services remain subject to their original licenses.
Each party agrees to keep the other party's Confidential Information confidential and to use it only in connection with performing or receiving the Services. Confidential Information includes non-public business strategy, financial information, customer data, internal communications, and any information marked or reasonably understood to be confidential. This obligation continues for two (2) years after the termination of this Agreement. It does not apply to information that is or becomes publicly available through no breach of this Agreement, was independently developed without reference to the other party's Confidential Information, or is required to be disclosed by law.
Notwithstanding the confidentiality obligations in Section 6, Service Provider may display, reference, and promote any Public-Facing Work Product produced under an SOW for Service Provider's portfolio and marketing purposes. "Public-Facing Work Product" means finished websites, landing pages, public advertising creative, public-facing brand assets, and similar materials that are visible to the general public. No additional approval is required for Service Provider to use Public-Facing Work Product in its portfolio. Service Provider may identify Client by name, display Client's logo, and link to the Public-Facing Work Product.
If Client determines, in good faith, that the Services provided under an SOW are satisfactory, Client agrees to make a reasonable, good-faith effort to participate in a brief written or video testimonial for Service Provider's marketing purposes. Service Provider will draft or produce the testimonial materials. Client approval of the final testimonial content will not be unreasonably withheld. Client may decline to participate if Client has a reasonable business or personal reason for declining.
Where an SOW involves third-party platforms (hosting, CMS, ad platforms, analytics, fonts, stock assets), Client is responsible for those fees directly unless the SOW specifies otherwise. Service Provider will recommend providers and may set up accounts on Client's behalf, but the accounts and underlying obligations remain Client's. Service Provider is not responsible for outages, data loss, policy changes, or pricing changes by third-party providers.
Either party may terminate this Agreement or any active SOW with written notice. Upon termination, Client agrees to pay for all Services performed through the termination date, including any work-in-progress on incomplete workstreams. Any upfront payment made under an SOW is non-refundable once work has commenced. If Client terminates an SOW after upfront payment but before work begins, Service Provider will refund the upfront payment minus any incurred third-party costs. Termination of this Agreement automatically terminates any active SOWs. Termination of a single SOW does not affect other SOWs or this Agreement.
Service Provider is an independent contractor and not an employee, agent, partner, or joint venturer of Client. Nothing in this Agreement creates any such relationship. Service Provider is responsible for its own taxes, insurance, and benefits.
Service Provider's total cumulative liability arising out of or related to this Agreement or any SOW, regardless of the legal theory, will not exceed the total fees paid by Client to Service Provider under the relevant SOW in the twelve (12) months preceding the claim. Neither party will be liable to the other for any indirect, incidental, consequential, special, or punitive damages, including lost profits, lost revenue, or lost data, even if advised of the possibility of such damages.
Client will indemnify and hold Service Provider harmless from any claims arising from content, assets, trademarks, or information Client provides for use in the Deliverables, or from Client's use of the Deliverables in a manner that violates law or third-party rights. Service Provider will indemnify and hold Client harmless from any claims that the original work product created by Service Provider (excluding Client-provided materials and third-party assets) infringes a third party's intellectual property rights.
The parties agree to attempt good-faith resolution of any dispute before pursuing formal action. If informal resolution fails, the parties agree to attempt mediation in Iowa before pursuing relief in court. Any unresolved dispute will be brought in the state or federal courts located in Iowa, and the parties consent to the jurisdiction of those courts.
This Agreement is governed by the laws of the State of Iowa, without regard to its conflict of laws principles.
This Agreement, together with all executed SOWs, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior or contemporaneous understandings. Amendments to this Agreement must be in writing and signed by both parties. Each SOW may include project-specific terms that supplement this Agreement.
This Agreement is not signed on its own. It is incorporated by reference into each Statement of Work between Service Provider and a Client. Execution of an SOW binds both parties to the terms in this document for the work described. Service Provider may update this Agreement from time to time. Updates do not affect SOWs already in progress. Each SOW is governed by the version of this Agreement in effect at the time the SOW was executed, regardless of subsequent updates. The version reference in the SOW determines which version applies.
