Effective Date: July 30, 2026
THIS MASTER SERVICE AGREEMENT ("Agreement") is entered into by and between OLM Agency LLC, doing business as OLM Media ("OLM"), and each client that engages OLM for services ("Client").
Whereas, Client desires to retain OLM to provide marketing services as described in the applicable Work Order or service proposal ("Project"), which is hereby integrated into this Agreement; and Whereas, OLM desires to undertake the Project subject to the specifications contained therein;
Now, Therefore, with the intent of establishing their respective rights and obligations toward one another, OLM and Client (each a "Party" and together the "Parties") agree as follows:
OLM agrees to use its best efforts to provide professional-quality marketing services as described in the Work Order, which may include advertising management, website and landing-page design, search engine optimization, tracking and analytics configuration, content production, and related services.
OLM shall perform its services to or for Client as an independent contractor only. Client shall not be responsible for any employment taxes or similar expenses relating to the retention of OLM hereunder. Nothing in this Agreement shall appoint either Party, its officers, directors, employees, or representatives as the agent, partner, or legal representative of the other. Neither Party shall have any power to represent, act on behalf of, or obligate the other to any third party without the full explicit written consent of the other Party.
To the extent that OLM facilitates Client's ability to enter into any contract with any third party (including advertising platforms, software vendors, or Client's own customers), Client shall be solely and exclusively responsible to such third party, and all other lawful beneficiaries of such contract, for the full performance of any and all of its contractual obligations. Client shall also be responsible for all claims of any kind leveled against Client or OLM for any misconduct related to Client's rendering of services to its own customers. In addition to any other remedies, Client agrees to indemnify, defend, and hold OLM harmless from any and all claims made against OLM by any third party in relation to any of Client's obligations, omissions, negligence, or other allegations of impropriety.
This Agreement shall become operative on the date that OLM accepts this Agreement from Client and shall continue until all services described in the Work Order have been rendered. If the Parties make changes to the scope or services of the Project, this Agreement shall automatically be extended for such time as may be required to complete such changes. Should the services described within the Work Order be of an ongoing nature, either Party may terminate this Agreement by providing the other Party with written notice of the longer of: (a) the time period specified for termination in the Work Order, if any; and (b) thirty (30) days. Notice shall be in writing, including, without limitation, electronic communication, and effective upon receipt.
Rates, fees, and payment schedules for all services to be rendered under this Agreement are specified in the Work Order. By engaging OLM, Client acknowledges and accepts the rates, fees, and schedules therein. Third-party costs — including advertising spend paid to Google, Meta, or other platforms, and third-party software fees — are Client's responsibility and are separate from OLM's fees unless the Work Order states otherwise. Time is of the essence of this Agreement. Invoices and card charges will be issued based on the payment schedules in the Work Order and are due upon receipt. A late fee of 1.5% per month, or the maximum permitted by law, whichever is less, shall apply to late payments.
Client grants OLM explicit permission to charge the credit card and/or bank account (via ACH or demand draft) provided by Client, from time to time, for all services rendered according to the terms outlined in the applicable Work Order(s). Client's payment information will be securely stored by our payment processor. Client's authorization shall remain in effect until either Party provides written notice of its cancellation in accordance with the applicable Work Order(s), and for such additional period as may be necessary to give the business and receiving financial institutions the opportunity to act on such cancellation.
This Agreement shall be interpreted under the laws of the State of Florida, and any disputes between the Parties shall be governed by and determined in accordance with the internal substantive laws of the State of Florida, without reference to any foreign laws or conflicts-of-laws principles.
This Agreement, along with the applicable Work Order, pertains to the services to be provided by OLM to the Client and constitutes the entire agreement between the Parties, superseding any and all prior or contemporaneous agreements, oral or written, concerning the subject matter hereof. OLM may, at any time, and at its sole discretion, modify the terms of this Master Service Agreement, with or without notice to the Client. Any such modification will be effective immediately upon posting on the www.olm.media website; however, Client may notify OLM of any objection to such changes within ten working days, in which case the Master Service Agreement shall revert to the last version agreed to or not objected to. Client's continued use of OLM's services after any such change without timely objection constitutes Client's acceptance of the modified Master Service Agreement. Any modifications to the terms of any Work Order must be in writing and agreed by both Parties.
In the event of a conflict between this Agreement and the Work Order, the Work Order shall prevail.
As part of OLM's aim for high-quality service, phone calls may be recorded using OLM phone systems and software platforms, including call-tracking software configured on Client's behalf. Client hereby consents to the recording of its calls as well as any calls OLM may have on the Client's behalf with the Client's customers, to the extent permitted by applicable law. Client also consents to the review and storage of associated voice recordings for the purposes of supervision, research, review, quality assurance, and training. Client is responsible for ensuring that its own use of call recording complies with the laws of the jurisdictions in which it operates, including any required notices to its customers.
Client grants OLM and any photographer or videographer OLM engages the right and permission to photograph, video, and record audio (collectively, "Creations") of Client's company, staff members, and equipment for use in OLM's marketing, advertising, educational materials, and derivative works. Client understands and agrees that it may be identified by individual and/or company name in these Creations. Unless otherwise agreed in writing, all Creations are and shall remain the property of OLM.
Client releases OLM and any photographer or videographer OLM engages, and their current and former directors, officers, agents, and employees, from any and all claims arising out of or in connection with the use or distribution of said Creations, including but not limited to claims for invasion of privacy, appropriation of likeness, or defamation. Client may withdraw consent for future use of specific Creations by written notice, and OLM will use commercially reasonable efforts to discontinue new uses.
OLM warrants that it will not knowingly infringe on any copyright or trade secrets of any third party in the performance of its services. To the extent that any material used by OLM contains matter proprietary to a third party, OLM shall, at Client's expense and with Client's approval, obtain licensing from the owner permitting its use. OLM MAKES NO WARRANTIES OF NON-INFRINGEMENT OF ANY RIGHTS THAT ARE UNKNOWN TO OLM. Furthermore, OLM offers no warranty for its use, integration, modification, or other implementation of any materials provided by Client. Client assumes all risk of infringement for such materials and agrees to indemnify and hold OLM harmless for any claims resulting from OLM's use of Client-supplied materials. Ownership of specific deliverables (including websites, landing pages, ad accounts, and content) is as stated in the Work Order.
Client agrees that no promises or guarantees have been made by OLM regarding projected sales volumes, lead volumes, market potential, revenues, profits, or operational assistance other than as stated in this Agreement or the Work Order. Marketing involves operational risk and depends, in large part, upon Client's ability as an independent business to manage the daily affairs and obligations of the business, including answering and following up on leads.
Client expressly releases OLM and its successors, officers, directors, members, affiliates, employees, and agents from any lost profit or other losses or damages to Client of any type, nature, or description — special, indirect, or consequential — which may be caused directly or indirectly by any delays, inadequacies of services, advertising platform actions or suspensions, or any other cause by OLM or its personnel. OLM makes no express or implied warranties of any type or nature, including merchantability and/or fitness of work for any particular purpose.
Client agrees to indemnify, pay the defense costs of, and hold harmless OLM and its successors, officers, directors, members, affiliates, employees, and agents from any and all actions, causes of action, claims, demands, costs, liabilities, expenses, and damages (including attorneys' fees) arising out of, or in connection with: (i) any claim for bodily injury, death, or property damage related to Client's business operations; (ii) any claim that the services infringe any legal right of any third party which results from the use of materials or direction provided by Client; and (iii) any other claim related to Client's obligations under this Agreement.
During the term of this Agreement and thereafter, each Party will take all reasonable care to prevent the unauthorized use or dissemination of the other Party's confidential information. "Reasonable care" means at least the same degree of care as a prudent person would use to protect its own confidential information from unauthorized disclosure.
For the purposes hereof, confidential information means any business practice, data, or technique which is not generally known and which is provided by one Party to the other. Confidential information does not include information that: (a) was known before disclosure; (b) becomes public knowledge through no fault of the recipient; (c) is obtained from sources other than the disclosing Party who owe no duty of confidentiality to such Party; or (d) is independently developed outside the scope of this Agreement.
Client and OLM agree not to directly or indirectly employ, offer to employ, or otherwise engage any employee, contractor, or agent of the other Party during the term of this Agreement and for a period of eighteen (18) months thereafter without the prior written consent of the other Party.
In the event of a dispute between the Parties, in addition to all other remedies, the court or mediator shall order the non-prevailing Party to pay the prevailing Party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing Party as a result of such dispute.
If any provision of this Agreement is held to be invalid in a final decision from which no appeal is or can be taken, such provision shall be deemed modified to eliminate the invalid element and, as so modified, shall be deemed to replace the invalid provision as if it were originally included. The remaining provisions of this Agreement shall not be affected by such modification.
The professional services rendered under this Agreement are provided on a best-efforts basis, and therefore no warranties or guarantees shall be provided or implied by course of dealing, course of performance, or usage of information. These disclaimers are an essential part of this Agreement and formed the basis for determining the rates charged to Client. Client agrees to assume all risks for decisions and third-party actions which may impact Client's business, all of which are beyond OLM's control.
All notices given under this Agreement shall be sent in writing to the email addresses the Parties use in the ordinary course of their engagement (for OLM: admin@olm.media), or to such other addresses as either Party may designate from time to time, and shall be effective upon receipt.
If any dispute arises between the Parties, they shall make reasonable efforts to resolve the situation between themselves. If such efforts fail, OLM may, at its sole discretion, terminate this Agreement, regardless of any other provision herein, by providing written notice to Client. If at the time of such termination Client owes any amount to OLM, Client shall pay this amount to OLM within fifteen (15) days of the last day that services are provided, or when due if already billed, whichever is earlier.
(a) Each person accepting this Agreement warrants that they have full authority to do so and, if representing an entity, authority to bind that entity hereto.
(b) This Agreement may be executed in counterparts, and an electronic copy or electronic acceptance shall be legally binding as if it were an original.
(c) Headings in this Agreement are for convenience purposes only and are not to be construed substantively.
(d) Both Parties agree that they have had the opportunity to review this Agreement and consult with legal counsel regarding its terms. They therefore agree that no presumption against the drafter of this Agreement shall be made in the event of any unclear language used herein.