Master Services
Agreement.

1.1. Master Terms. This Agreement sets the standing terms for every service the Company provides. Each specific purchase is made through an Order. The Client accepts this Agreement once, and every later Order is governed by it without a new signature.

1.2. Order of Precedence. If an Order conflicts with this Agreement, the Order controls for that purchase only, and only where it expressly states that it overrides a section of this Agreement.

1.3. Acceptance. The Client accepts this Agreement by any of the following: signing it; signing an Order that references it; checking an acceptance box during onboarding or checkout; or paying for any Service. The person accepting represents that they are authorized to bind the Client.

2.1. “Order” means any of the following that describes Services and Fees and references this Agreement: a signed order form or Statement of Work, an online checkout or in-app purchase confirmation, or an invoice the Client pays. Orders may be attached as Exhibits to this Agreement.

2.2. “Services” means the services described in an Order, of the types listed in Section 3.

2.3. “Fees” means the amounts payable for Services as stated in an Order.

2.4. “Third-Party Provider” means any person or entity other than the Company that provides a product, platform, portal, publication or service to the Client, including any media portal operator, publisher, journalist or media outlet.

2.5. “Client Materials” means content, information, logos, images and other materials the Client provides to the Company.

2.6. “Confidential Information” means non-public information a Party discloses to the other that is marked confidential, identified as confidential, or that a reasonable person would treat as confidential. It excludes information that is or becomes public through no fault of the receiving Party, was already known to it, is independently developed, or is lawfully received from a third party.

3.1. Catalog Access. The Company refers the Client to a Third-Party Provider, which then issues the Client access to its catalog of outlets. The Third-Party Provider will be identified in the Order, the introduction, or during onboarding. Catalog Access is delivered when the Company sends the Client’s introduction to the Third-Party Provider. Placements the Client selects from the catalog are ordered from and billed by the Third-Party Provider at the outlet’s listed price, under the Third-Party Provider’s own terms, including any terms on when payment is due. Catalog features, data, tools and support offered inside the Third-Party Provider’s portal are provided by the Third-Party Provider, not the Company. The Company is not a party to, and does not guarantee, any purchase between the Client and the Third-Party Provider.

3.2. Ordering Assistance. The Company is not obligated to help the Client with orders, submissions or its relationship with any Third-Party Provider. The Company may, at its sole discretion, offer such help, including researching outlets, building a plan, preparing submissions and placing orders. The Company may decline, limit or stop that help at any time, and may require separate compensation for it, as agreed in writing or in an Order. Any help the Company provides is advisory only. The Client makes all purchase decisions and remains responsible for its orders, submissions and payments to the Third-Party Provider.

3.3. Featured Placements. The Company runs campaigns that place the Client in published content. Featured Placements are primarily a spot in a list feature alongside other people, typically lists of five (5) or ten (10), and may also include a full article or other formats, as described in an Order. The Company interviews the Client, writes the draft, and submits it for the Client’s review before publication. Content is typically published as contributor content and is not written by the publication’s editorial staff. Publication timing, link type, and placement on the page depend on the publication. Any timeline the Company gives, such as an average time to publish, is an estimate only.

3.4. Draft Approval. The Client will review and approve or request changes to each draft within five (5) business days. If the Client does not respond within that time, the draft is deemed approved. Changes the publication requires after approval do not entitle the Client to a refund.

3.5. Additional Services. The Company may provide other services as described in an Order.

3.6. Acceptance of Deliverables. A deliverable is accepted on delivery unless the Client gives written notice of a specific nonconformity within five (5) business days.

4.1. Independent Providers. Third-Party Providers are independent businesses. The Company does not own, operate or control them. Their products, portals, pricing, availability, editorial decisions and delivery are their sole responsibility.

4.2. No Liability for Providers. The Company is not liable for any act, omission, delay, outage, refund decision or failure to deliver by a Third-Party Provider. The Client’s remedies for those matters lie solely against the provider.

4.3. Provider Terms. The Client is responsible for reviewing and complying with each Third-Party Provider’s terms, policies and pricing.

4.4. Referral Compensation Disclosure. The Client acknowledges that the Company may receive a commission, referral fee or other compensation from a Third-Party Provider in connection with the Client’s purchases. That compensation is in addition to any Fees the Client pays the Company and does not change the price the Client pays the provider unless the Order states otherwise.

4.5. No Agency. Nothing in this Agreement makes the Company an agent, partner or representative of any Third-Party Provider, or authorizes the Company to bind one.

5.1. Fees. The Client agrees to pay the Fees stated in each Order. Unless an Order states otherwise, Fees are in US dollars and due before work starts or access is granted.

5.2. Payment Methods. The Client may pay by credit or debit card, ACH, wire or check. Bank details are provided only on the Company’s invoice or payment page, never by unverified email. If the Client receives changed payment instructions, it must confirm them with the Company by phone before paying.

5.3. Card Processing Fee. Credit card payments include a processing fee of three percent (3%) of the amount charged, shown at checkout. The fee applies only where permitted by applicable law and card network rules, and a lower or no fee applies where required.

5.4. Taxes. Fees exclude taxes. The Client pays any applicable sales, use or similar taxes, other than taxes on the Company’s income.

5.5. Catalog Access Fee Earned on Introduction. The Catalog Access fee is fully earned and non-refundable once the Company sends the Client’s introduction to the Third-Party Provider, whether or not the Client uses the access or buys any placement. The Company guarantees that the Client will receive Catalog Access. If the Third-Party Provider does not issue access within thirty (30) days after the introduction for reasons not caused by the Client, the Company will, at its option, arrange access through another Third-Party Provider or refund the Catalog Access fee. That is the Client’s sole remedy if access is not issued.

5.6. Featured Placement Fees. Fees for Featured Placements are due as stated in the Order. If a Featured Placement is not published, the Company will, at its option, secure a comparable placement or refund the Fee paid for that placement. That is the Client’s sole remedy for non-publication. No refund is owed once a placement is published.

5.7. Late Payment. Unpaid amounts may bear interest at one and one-half percent (1.5%) per month or the maximum lawful rate, whichever is lower. The Company may pause Services while any amount is past due.

5.8. Chargebacks. Before disputing a charge with its bank or card issuer, the Client agrees to contact the Company and allow ten (10) business days to resolve the issue. A chargeback for Services that were delivered is a breach of this Agreement, and the Client will reimburse the Company’s resulting fees and collection costs.

5.9. Payment at Checkout. Featured Placements and Catalog Access are paid in full at checkout, at the price and total shown when the Client accepts the Order. A Featured Placement spot is reserved for the Client only once payment is received. Refunds for Featured Placements are governed by Section 5.6.

5.10. Currency. Prices are set in US dollars. The Company may show and charge prices in the Client’s local currency, converted at the exchange rate in effect on the day of the charge. The Client is responsible for any foreign transaction or conversion fees charged by its bank or card issuer.

5.11. Discount Codes. Discount codes are limited to one per Client unless stated otherwise, apply only to the product or list they are issued for, have no cash value, cannot be combined with other offers, and may be changed or withdrawn by the Company at any time before they are applied to a purchase.

6.1. Term. This Agreement takes effect on the Effective Date and continues until terminated. Each Order runs for the term stated in it. If an Order states no term, it ends when its Services are delivered.

6.2. Ending the Agreement. Either Party may end this Agreement on thirty (30) days’ written notice when no Order is active. Ending the Agreement does not end an active Order, which continues under these terms until complete.

6.3. Termination for Breach. Either Party may terminate an Order on written notice if the other Party materially breaches it and does not cure the breach within fifteen (15) days of notice. Non-payment may be cured within five (5) business days.

6.4. Client Cooperation. The Client agrees to provide the information, approvals and Client Materials the Company reasonably requests within seven (7) days of each request. If the Client does not respond for thirty (30) days, the Company may treat the Order as complete and retain the Fees for it.

6.5. Reputational Termination. The Company may terminate any Order immediately on written notice if it reasonably believes that continuing would expose the Company to legal, regulatory or serious reputational harm, including because of credible allegations of unlawful conduct by the Client. In that case the Company will refund any prepaid Fees for Featured Placements not yet published. The Catalog Access fee remains earned.

6.6. Effect of Termination. On termination, the Client pays for all Services performed through the termination date. Sections 4, 5, and 7 through 10 survive expiration or termination.

7.1. Accuracy of Materials. The Client is solely responsible for the accuracy and legality of Client Materials and of any claims made about the Client. The Client warrants that it has the rights to provide them and that they do not infringe or defame anyone.

7.2. No Guarantee of Coverage or Results. Editorial decisions belong to publishers, journalists and media outlets. Except for publication of a Featured Placement as provided in Section 5.6, the Company does not guarantee any coverage, publication, ranking, search or AI visibility, traffic, investment, sponsorship or business result.

7.3. Scope of Publication. The Company’s commitment for a Featured Placement covers publication only. It does not cover how long the content remains accessible, its final edited wording, its position on the page, whether the link is do-follow, or whether or how search engines or AI tools index, read or cite it.

7.4. Use of Outlet Names and Logos. The Client is responsible for its own use of any outlet’s name or logo, including “as featured in” badges. The Company gives no legal advice or clearance on that use.

7.5. Tools. The Company may use internal or third-party software, automation and AI tools to deliver Services. Access to any such tool is part of the Services and creates no relationship between the Client and any tool provider, media outlet or journalist.

7.6. Paid Content Disclosure. The Client understands that Featured Placements and placements bought from a Third-Party Provider are paid placements and may run as contributor or sponsored content. The Client is responsible for complying with applicable advertising and endorsement disclosure laws and rules, including those of the U.S. Federal Trade Commission, whenever it promotes or refers to that content.

8.1. Confidentiality. Each Party will use the other’s Confidential Information only to perform or receive the Services and will protect it with at least reasonable care. It may disclose it only to its personnel and contractors who need it and are bound by similar duties, or as required by law after prompt notice where lawful. These duties last two (2) years after this Agreement ends, and indefinitely for trade secrets.

8.2. License to Client Materials. The Client grants the Company a non-exclusive, royalty-free license to use, copy, edit and distribute Client Materials as needed to perform the Services, including sharing them with Third-Party Providers and media outlets.

8.3. Ownership. The Client owns final deliverables created specifically for it once paid in full. The Company retains all rights in its templates, processes, software, know-how and general methods.

8.4. Publicity. The Company may identify the Client by name as a client in its marketing only with the Client’s prior written consent, which may be given by email. The Company will not publish Client results, testimonials or materials without that consent.

8.5. Uploaded Files. Files the Client uploads to the Company’s client portal are stored privately and may be accessed only by the Client, the Company’s personnel, and service providers who need them to perform the Services.

8.6. Privacy and Subprocessors. The Company handles personal information as described in its Privacy Policy. The Company uses service providers to host, process and store data on its behalf, as listed on its subprocessor page at www.rubiconprgroup.com/legal/subprocessors, which the Company may update from time to time. Each such provider may use the data only to provide services to the Company, under a written agreement. The Third-Party Provider is not a subprocessor and handles data it receives under its own terms. The Client agrees that the Company may share the Client’s name, contact details and order details with a Third-Party Provider to set up the Client’s access and fulfill its orders.

9.1. Company Warranty. The Company will perform Featured Placements and Additional Services in a professional manner consistent with industry practice and applicable law.

9.2. Disclaimer. EXCEPT AS STATED IN SECTION 9.1, ALL SERVICES, ACCESS AND DELIVERABLES ARE PROVIDED “AS IS.” THE COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. EXCEPT FOR THE ACCESS GUARANTEE IN SECTION 5.5, THE COMPANY MAKES NO WARRANTY OF ANY KIND REGARDING ANY THIRD-PARTY PROVIDER.

9.3. No Consequential or Indirect Damages. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THEIR POSSIBILITY.

9.4. Maximum Liability. EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ALL ORDERS SHALL NOT EXCEED THE FEES PAID BY THE CLIENT TO THE COMPANY UNDER THE ORDER GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9.5. Exceptions. Sections 9.3 and 9.4 do not limit: (i) the Client’s obligation to pay Fees; (ii) a Party’s indemnification obligations under Section 9.6; or (iii) liability for fraud, gross negligence or willful misconduct.

9.6. Mutual Indemnification. Each Party will defend, indemnify and hold harmless the other against third-party claims, and resulting losses, damages and reasonable attorneys’ fees, to the extent they arise from: (a) its breach of this Agreement; (b) its gross negligence or willful misconduct; or (c) for the Client, Client Materials or the Client’s products, services or conduct. The indemnified Party must give prompt written notice of the claim, allow the indemnifying Party to control the defense, and reasonably cooperate. No settlement imposing obligations on the indemnified Party may be made without its consent.

9.7. Allocation of Risk. The Parties agree these limitations reflect a reasonable allocation of risk and form an essential basis of the bargain, and apply even if a limited remedy fails of its essential purpose.

9.8. Mandatory Consumer Rights. Nothing in this Agreement excludes or limits any right or remedy that cannot lawfully be excluded or limited under the consumer protection laws that apply to the Client.

10.1. Non-Disparagement. During this Agreement and for two (2) years after, neither Party will make knowingly false or defamatory statements about the other or its services. This does not restrict truthful statements, honest reviews, or statements required by law.

10.2. Electronic Acceptance. The Parties agree that electronic signatures, checkbox acceptance and online checkout confirmations are valid and binding under the federal Electronic Signatures in Global and National Commerce Act and the Florida Uniform Electronic Transaction Act. The Company keeps a record of each acceptance, including the date, time, version of this Agreement and the accepting user.

10.3. Changes to this Agreement. The Company may update this Agreement for future Orders by posting a new version with its effective date. Each Order is governed by the version in effect when that Order was accepted.

10.4. Notices. Notices must be in writing and sent by email with confirmation of receipt or by courier. Notices to the Company go to info@rubiconprgroup.com and 6538 Collins Ave #303, Miami Beach, FL 33141. Notices to the Client go to the contact details in its most recent Order.

10.5. Independent Contractors. The Parties are independent contractors. Neither Party may bind the other.

10.6. Choice of Law and Venue. This Agreement is governed by the laws of the State of Florida, without regard to its conflict-of-laws principles. Any action arising out of this Agreement shall be brought solely in the state or federal courts located in Miami-Dade County, Florida, and each Party submits to their exclusive jurisdiction.

10.7. Litigation Expenses. In any litigation arising from or related to this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and costs.

10.8. Force Majeure. Neither Party is liable for any delay or failure to perform caused by events beyond its reasonable control, other than obligations to make payment. The affected Party will give prompt notice and use reasonable efforts to resume performance.

10.9. Assignment. The Client may not assign this Agreement without the Company’s prior written consent. The Company may assign it to an affiliate or a successor to its business.

10.10. Entire Agreement; Severability; Waiver. This Agreement, its Orders, and the Company’s Terms of Service, which the Client accepts before entering into this Agreement, constitute the entire agreement between the Parties on their subject and supersede all prior understandings. If the Terms of Service conflict with this Agreement, this Agreement controls. If any provision is held unenforceable, it will be enforced to the maximum extent permitted and the remainder stays in effect. No waiver is effective unless in writing, and no waiver of a breach waives any other breach.