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Master Service Agreement

The standard Capconvert agency contract. Download the PDF, sign, return - or request redlines if your procurement team needs them.

Capconvert Master Service Agreement

The Capconvert Master Service Agreement (the “MSA”) is the standard contract that governs Capconvert agency engagements. It pairs with one or more Statements of Work (each, an “SOW”) that specify the services, deliverables, fees, and term for a particular engagement.

The MSA is provided here as a downloadable PDF. For most engagements you can sign and return the PDF as is. If you need redlines or specific carve-outs (procurement-level changes, additional security exhibits, jurisdiction changes), follow the email path below.

Download the MSA

Download MSA (PDF)

What the MSA Covers

  • Services & SOWs. The MSA is the umbrella; each engagement is described in an attached SOW with services, deliverables, fees, and term.
  • Fees & payment. Net-30 invoicing against the SOW, late-fee terms, expense pre-approval.
  • Ownership of work product. Customer owns the deliverables Capconvert produces under each SOW upon payment; Capconvert retains ownership of background IP, methodologies, and the Cortex platform.
  • Confidentiality. Mutual; survives termination.
  • Data protection. The MSA references the Agency DPA for Customers subject to GDPR, UK GDPR, CCPA/CPRA, or equivalent.
  • Term & termination. Month-to-month default with 30 days’ written notice to terminate; term commitments can be set at the SOW level.
  • Warranties & disclaimers. Workmanlike service warranty; no guarantee of specific search ranking, traffic, conversion, or revenue outcomes.
  • Liability cap. Capped at fees paid in the 12 months preceding the claim, with standard exclusions for indirect, consequential, and special damages.
  • Indemnification. Each party indemnifies the other for IP infringement and willful misconduct.
  • Governing law. California law, exclusive jurisdiction in San Francisco County.

How to Execute

To put an MSA in place, download the PDF above and:

  1. Review with your procurement / legal team.
  2. Sign as the authorized signatory of your legal entity.
  3. Email the signed PDF to help@capconvert.com with subject “Capconvert MSA Signed.”
  4. Capconvert counter-signs and returns the fully executed agreement within five business days.

If you need redlines, send the marked-up PDF (track changes, comment annotations, or a clean rider document) to the same address with subject “MSA Redlines.” We turn redlines around in five business days for most requests.

If the Engagement Includes Cortex

When an agency engagement includes access to the Cortex SaaS product, the MSA scopes the agency services and the Cortex access is additionally governed by the Cortex Terms of Service, the Cortex AUP, and the Cortex Output Usage Rights. The Customer agrees to those documents by accessing Cortex; no separate signature is required if an MSA is in place.

Last updated: May 26, 2026