Master Services Agreement
The terms behind every Statement of Work between AlchemyLeads LLC and its clients, including how we handle your data, your tracking, and your security.
This page is the current published version of the AlchemyLeads Master Services Agreement. Any Statement of Work that references alchemyleads.com/msa is governed by the version posted on that SOW’s effective date, unless the parties have signed a separate copy (Section 1(d)). Updates apply only to future SOWs.
| Version | Date | Status |
|---|---|---|
| 2.2 | October 2, 2026 | Current (Exhibit B pre-filled with the standard tracking stack) |
| 2.1 | October 2, 2026 | Replaced by Version 2.2 |
| 2.0 | October 2, 2026 | Replaced by Version 2.1 |
| 1.0 | May 22, 2020 | Replaced by Version 2.0 |
- You own your sites, accounts and data. We work on your behalf. We use your data only to do the work for you, never for ourselves (Sections 7 and 10).
- You decide what tracking runs on your sites and you handle consent. We deploy only the tags you authorize, and we keep a written inventory of everything we install (Section 9).
- We are a marketing agency, not your lawyer. Our privacy recommendations are best practices, not legal advice (Section 9(d)).
- We protect access to your systems. We use MFA, a password manager and least-privilege access, and we tell you within 72 hours if something of yours we hold is compromised (Section 11).
- We will never change our bank details by email. Always call to verify before you pay new instructions (Section 11(d)).
- We use AI tools heavily, on your behalf. They help us do the work faster and better. If anything should stay out of them, tell us in writing and we will keep it out (Section 10(d)).
- Risk follows control. You cover claims tied to your sites’ data practices. We cover claims about the work we create (Sections 17 and 18).
This Master Services Agreement (the “MSA” or the “Agreement”) is entered into as of (the “MSA Effective Date”) between (“CLIENT”) and AlchemyLeads LLC, a Wyoming limited liability company (“ALCHEMY”) (individually a “Party” and collectively the “Parties”). By execution of this Agreement, the Parties agree as follows:
1. Services and Statements of Work
(a) Statements of Work. ALCHEMY shall provide services to CLIENT as agreed upon by the Parties in a signed Statement of Work (an “SOW”), substantially in the form of Exhibit A (the services described in each SOW, the “Services”). Each SOW is subject to and made part of this Agreement.
(b) Order of Precedence. If an express term of an SOW conflicts with this MSA, the SOW controls for that SOW only. However, no SOW, proposal, email, or purchase order modifies Sections 9, 10, 11, 16, 17, or 18 of this MSA unless it identifies the specific Section by number, states that it is modifying it, and is signed by authorized signatories of both Parties.
(c) Existing SOWs; Prior Agreement. This MSA amends, restates, and supersedes any prior master services agreement between the Parties, including Version 1.0 of ALCHEMY’s Master Services Agreement (in use since May 22, 2020) and any copy of it the Parties signed, including any copy dated December 21, 2023. As of the MSA Effective Date, every SOW then in effect between the Parties is governed by this MSA.
(d) Published Version. If the Parties have not separately executed this MSA, any SOW that references it is governed by the version of this MSA published at alchemyleads.com/msa on that SOW’s effective date. Each published version is identified by a version number and publication date. ALCHEMY may update the published version for future SOWs. An update does not apply to an executed SOW unless CLIENT agrees in writing.
(e) Non-Exclusivity. ALCHEMY has other clients and offers services to the general public. ALCHEMY will make CLIENT a high priority.
2. Project Manager
CLIENT will appoint an individual, in writing, as its Project Manager. The Project Manager is responsible for monitoring ALCHEMY’s performance of the Services and is CLIENT’s point of contact with ALCHEMY as set forth in each SOW. The Project Manager is authorized to give approvals and directions under this Agreement, including authorizations under Section 9(c). CLIENT will notify ALCHEMY in writing if it changes the Project Manager.
3. Term and Termination
(a) Term. The initial term of this Agreement is six (6) months starting on the MSA Effective Date. It renews automatically for successive terms of three (3) months (each a “Term”) unless CLIENT notifies ALCHEMY in writing at least thirty (30) days before the end of the current Term that it does not wish to renew. The Parties may also extend this Agreement by a signed written agreement.
(b) Termination for Cause. Either Party may terminate this Agreement or any SOW by written notice if the other Party materially breaches it and does not cure the breach within thirty (30) days after receiving written notice. For nonpayment, the cure period is ten (10) days.
(c) Effect of Termination. On expiration or termination: (i) CLIENT shall pay all fees and approved expenses accrued through the effective date of termination; (ii) ALCHEMY shall provide the Tracking Inventory described in Section 9(c) and reasonably cooperate to transfer administrative control of accounts and tools it manages for CLIENT; (iii) CLIENT shall revoke ALCHEMY’s access credentials to Client Properties; and (iv) each Party shall handle the other’s Confidential Information and Client Data as described in Sections 10 and 12.
4. Fees and Payment
(a) Payment Terms. CLIENT shall pay ALCHEMY the fees and expenses set forth in each SOW. Payment is due on a Net 0 basis upon CLIENT’s receipt of an invoice, by credit card or ACH transfer. Recurring fees are invoiced on the same billing date each month unless the SOW states otherwise. All amounts are in United States dollars (USD).
(b) Late Payment. If any undisputed amount is more than ten (10) days past due, ALCHEMY may suspend the Services until payment is received, and the unpaid balance accrues interest at the lesser of 1.5% per month or the maximum rate permitted by law. CLIENT shall reimburse ALCHEMY’s reasonable costs of collection, including attorneys’ fees.
(c) Invoice Disputes. CLIENT must notify ALCHEMY in writing of any good-faith invoice dispute within fifteen (15) days of receipt and must pay all undisputed amounts when due.
(d) Taxes. Fees exclude sales, use, and similar taxes, which are CLIENT’s responsibility, other than taxes on ALCHEMY’s net income.
5. Additional Services
Additional services may be agreed upon in a new SOW or a written change order. A change order may be confirmed by email between ALCHEMY and CLIENT’s Project Manager.
6. Performance Visibility
ALCHEMY shall keep CLIENT informed about the performance of the Services through real-time dashboards, automated reports configured from CLIENT’s own analytics tools and platforms where available, updates by email or a shared messaging channel, and periodic strategy reviews, as described in each SOW. ALCHEMY does not prepare manual or custom recurring reports unless an SOW expressly includes them.
7. Client Responsibilities
(a) Cooperation. CLIENT shall provide timely access, information, approvals, and personnel as reasonably required for the Services. ALCHEMY is not responsible for delays or deficiencies caused by CLIENT’s failure to do so.
(b) Ownership of Client Properties. As between the Parties, CLIENT owns, operates, and controls its websites, landing pages, applications, domains, hosting, content management systems, advertising accounts, analytics accounts, CRM, email systems, and other digital properties (“Client Properties”). CLIENT is the publisher of all content on the Client Properties.
(c) Client Materials. CLIENT is responsible for the content, data, trademarks, images, product claims, and other materials it provides or approves (“Client Materials”). CLIENT represents that it has all rights needed for ALCHEMY to use the Client Materials to perform the Services.
8. Relationship of the Parties
ALCHEMY is an independent contractor, not an employee of CLIENT. ALCHEMY maintains complete control of and responsibility for its employees, agents, contractors, methods, and operations. This Agreement does not create a partnership, joint venture, or general agency relationship, and neither Party is liable for any representation, act, or omission of the other Party. However, when ALCHEMY handles Client Data, it acts solely on CLIENT’s behalf and at CLIENT’s direction, as described in Section 10. CLIENT shall carry no workers’ compensation, health, or accident insurance for ALCHEMY. CLIENT is not responsible for ALCHEMY’s Social Security, unemployment insurance, withholding taxes, or benefits. ALCHEMY is solely responsible for its own taxes and benefits.
9. Privacy Law Compliance and Tracking Technologies
(a) Definitions. “Tracking Technologies” means pixels, tags, cookies, web beacons, software development kits, scripts, tag managers, server-side tagging, and conversion APIs (for example, the Meta Conversions API and Google Enhanced Conversions). The term also covers session replay, heatmaps, chat widgets, call tracking and call recording, form capture, and similar technologies that collect or transmit information about visitors to, or communications with, the Client Properties. “Privacy Laws” means all laws governing the interception, recording, collection, use, or disclosure of communications or personal information. These include the Electronic Communications Privacy Act (18 U.S.C. § 2510 et seq.) and the Stored Communications Act; state wiretap, eavesdropping, pen register, and trap-and-trace laws (including the California Invasion of Privacy Act, Cal. Penal Code §§ 631, 632, 632.7, and 638.51); the Video Privacy Protection Act; the California Consumer Privacy Act and other state consumer privacy laws; biometric privacy laws; HIPAA; COPPA; the TCPA; CAN-SPAM; Section 5 of the FTC Act; and comparable laws in any jurisdiction, each as amended.
(b) CLIENT Responsibility. As the owner and operator of the Client Properties, CLIENT is solely responsible, as between the Parties, for: (i) deciding which Tracking Technologies are used on the Client Properties and why; (ii) maintaining a privacy policy, cookie notice, and terms of use that accurately disclose those Tracking Technologies and the third parties that receive data from them; (iii) obtaining every notice, consent, and authorization required by Privacy Laws, including any prior consent required before a communication is recorded, intercepted, or shared; (iv) implementing and configuring a consent management platform and honoring opt-out requests and signals, including Global Privacy Control, where required; (v) entering into any agreements required with third-party platforms, including business associate agreements; and (vi) deciding whether all of the foregoing is legally sufficient.
(c) Authorization and Tracking Inventory. CLIENT authorizes ALCHEMY to deploy, configure, and maintain the Tracking Technologies identified in an SOW, in a Tracking Technology Authorization substantially in the form of Exhibit B, or in a written request (email is sufficient) from CLIENT’s Project Manager. ALCHEMY deploys Tracking Technologies only at CLIENT’s direction and on CLIENT’s behalf. ALCHEMY will maintain an inventory of the Tracking Technologies it deploys (the “Tracking Inventory”) and will provide it to CLIENT on request and at termination. CLIENT is responsible for Tracking Technologies deployed by CLIENT, its other vendors, or its platform providers.
(d) No Legal Advice. ALCHEMY is a marketing agency, not a law firm. Recommendations by ALCHEMY about consent banners, privacy disclosures, tag configuration, data minimization, or compliance are operational best practices only and are not legal advice. CLIENT should obtain its own legal counsel on Privacy Law compliance.
(e) Sensitive Data. CLIENT shall not direct ALCHEMY to deploy Tracking Technologies on pages, forms, or flows that collect or reveal sensitive data without first notifying ALCHEMY in writing and putting in place all legally required safeguards and consents. Sensitive data includes health information or protected health information, financial account information, government identifiers, precise geolocation, biometric data, data about children under 13, and information that identifies the video content a person requested or viewed. ALCHEMY may decline to deploy, pause, or remove any Tracking Technology that it reasonably believes creates legal or security risk. Doing so is not a breach of this Agreement.
(f) Third-Party Platforms. Advertising, analytics, CRM, call tracking, chat, and other platforms (for example, Google, Meta, Microsoft, LinkedIn, TikTok, and HubSpot) are operated by third parties under their own terms. CLIENT is the account owner and accepts those terms. ALCHEMY is not responsible for how those third parties collect, use, or disclose data, or for their outages, policy changes, or algorithm changes.
(g) Claims and Inquiries. If either Party receives a demand letter, subpoena, arbitration demand, complaint, or regulatory inquiry related to Tracking Technologies or data practices on the Client Properties, it will notify the other Party within five (5) business days. ALCHEMY will reasonably cooperate, including by providing the Tracking Inventory and pausing or removing Tracking Technologies at CLIENT’s direction. Unless the matter arises from ALCHEMY’s breach of this Agreement, ALCHEMY’s time spent on that cooperation is billable at its then-current hourly rates.
10. Client Data
(a) Ownership. “Client Data” means data that CLIENT provides to ALCHEMY or that ALCHEMY accesses through the Client Properties or CLIENT’s accounts in performing the Services, including personal information about CLIENT’s visitors and customers. As between the Parties, CLIENT owns all Client Data.
(b) Service Provider Commitments. ALCHEMY processes Client Data solely on CLIENT’s behalf and only to perform the Services. ALCHEMY shall not: (i) sell or share Client Data, as those terms are defined under the California Consumer Privacy Act; (ii) retain, use, or disclose Client Data for its own purposes or for any purpose other than performing the Services; (iii) combine Client Data with data from other sources except as permitted by Privacy Laws for a service provider; or (iv) use the contents of communications between CLIENT and its visitors for any purpose of its own. ALCHEMY will notify CLIENT if it determines that it can no longer meet these obligations.
(c) Subcontractors and Tools. ALCHEMY may use subcontractors and software tools to perform the Services if they are bound by confidentiality and security obligations at least as protective as this Agreement. AI tools are governed by Section 10(d) instead of this Section 10(c). ALCHEMY remains responsible for its subcontractors’ performance.
(d) AI Tools. CLIENT acknowledges that ALCHEMY uses artificial intelligence tools, including third-party large language models, extensively in performing the Services. CLIENT authorizes ALCHEMY to use those tools on CLIENT’s behalf, including by providing them with Client Materials, Client Data, and CLIENT’s Confidential Information as reasonably needed to perform the Services. ALCHEMY will use commercially reasonable efforts to: (i) use business or enterprise versions or privacy settings of those tools where available; (ii) avoid inputting personal information about CLIENT’s customers or website visitors, payment information, credentials, or the sensitive data described in Section 9(e) unless needed for the Services and permitted by Privacy Laws; and (iii) follow any reasonable written instruction from CLIENT to keep specific information out of AI tools. AI tool providers operate under their own terms, so ALCHEMY does not control or warrant how they store or use inputs, including for model training. Use of AI tools in accordance with this Section 10(d) is not a breach of Section 10(b), 10(c), or 12.
(e) Regulated Data. If a Privacy Law requires a data processing agreement, business associate agreement, or similar contract before ALCHEMY may process certain Client Data, the Parties will sign it before CLIENT provides that data. Until they do, CLIENT shall not provide that data to ALCHEMY.
(f) Return and Deletion. Within thirty (30) days after termination, or sooner at CLIENT’s written request, ALCHEMY will return or delete Client Data in its possession. ALCHEMY may keep copies in routine backups or as required by law, subject to Section 12.
11. Information Security
(a) ALCHEMY Safeguards. ALCHEMY shall maintain commercially reasonable administrative, technical, and physical safeguards appropriate to the nature of the Client Data it handles. These include: multi-factor authentication on accounts used to access Client Properties where the platform supports it; storing credentials in a password manager; least-privilege access; promptly revoking access for departing personnel; encrypting the devices used to perform the Services; and transmitting credentials and Client Data securely.
(b) Client Systems. CLIENT shall give ALCHEMY personnel named, individual user accounts with the minimum permissions needed, instead of shared owner credentials, and shall keep owner-level control of all Client Properties. Unless an SOW expressly assigns a responsibility to ALCHEMY, CLIENT is responsible for the security, hosting, backups, software and plugin updates, SSL certificates, DNS, and email authentication of the Client Properties. Before ALCHEMY makes material changes to a Client Property, CLIENT is responsible for making sure a current backup exists. ALCHEMY may create a backup where the available tools allow.
(c) Security Incidents. “Security Incident” means a confirmed unauthorized access to, or acquisition of, Client Data in ALCHEMY’s possession or control, or of ALCHEMY’s credentials to Client Properties. ALCHEMY will notify CLIENT without undue delay, and in any event within seventy-two (72) hours after confirming a Security Incident. ALCHEMY will provide the information reasonably available to it, take reasonable steps to contain the Security Incident, and cooperate with CLIENT’s investigation. Unless the law requires otherwise, CLIENT controls all notifications to affected individuals, regulators, and the media. Each Party will promptly notify the other of any compromise of its own systems that could reasonably affect the other Party, including a compromised email account.
(d) Payment Instruction Verification. ALCHEMY will never change its payment instructions by email alone. Before CLIENT sends funds to new or changed ALCHEMY bank details, CLIENT shall verify the change by telephone with ALCHEMY at a known telephone number. ALCHEMY is not responsible for funds that CLIENT sends to a fraudulent account without performing that verification.
(e) Events Outside ALCHEMY’s Control. ALCHEMY is not responsible for security incidents, malware, outages, data loss, or defacement caused by CLIENT’s systems, credentials, or personnel; by hosting, plugins, themes, or software that ALCHEMY did not supply; by third-party platforms; or by vulnerabilities not publicly known at the time. This Section 11(e) does not apply to the extent the incident is caused by ALCHEMY’s breach of Section 11(a).
(f) Insurance. Each Party shall maintain the insurance required by law and any additional coverage that is commercially reasonable for its business. CLIENT acknowledges that it is responsible for maintaining cyber liability and privacy insurance appropriate to the Client Properties and the data it collects.
12. Confidentiality
(a) Obligation. During the Term and afterward, each Party (the “Receiving Party”) shall take commercially reasonable steps to keep confidential all non-public business, technical, and financial information of the other Party (the “Disclosing Party”) that is disclosed in connection with this Agreement. This includes trade secrets, customer lists, data, strategies, pricing, credentials, and the terms of this Agreement (“Confidential Information”). The Receiving Party shall use Confidential Information only to perform under this Agreement.
(b) Exclusions. Confidential Information does not include information that: (i) is or becomes public through no fault of the Receiving Party; (ii) was known to the Receiving Party before it received the information from the Disclosing Party, without an obligation of confidentiality; (iii) is independently developed without use of the Disclosing Party’s Confidential Information; or (iv) is received from a third party with a legal right to disclose it.
(c) Residual Knowledge. Nothing in this Agreement prevents ALCHEMY from using the general knowledge, skills, insights, and experience it gains about search engine optimization, AI search visibility, online reputation management, social media marketing, paid media, analytics, or other online marketing in its work for other clients, so long as ALCHEMY does not disclose CLIENT’s Confidential Information. ALCHEMY shall not use CLIENT’s Confidential Information to solicit or further any agreement with a third party.
(d) Compelled Disclosure. If the Receiving Party is required by law or legal process to disclose Confidential Information, it will give the Disclosing Party prompt notice, where legally permitted, so that the Disclosing Party may seek a protective order.
(e) Return. On termination, or earlier at the Disclosing Party’s request, the Receiving Party will return or destroy the Disclosing Party’s Confidential Information, subject to Section 10(f).
13. Publicity and Trademarks
ALCHEMY shall not issue any news release or public announcement about the Services or their results without CLIENT’s prior written consent. CLIENT grants ALCHEMY a limited license to use CLIENT’s names, trademarks, and trade names (the “Trademarks”) solely as necessary to perform the Services. ALCHEMY may also make accurate mention of its relationship with CLIENT in sales materials and on ALCHEMY’s website. Nothing in this Agreement transfers any right, title, or interest in the Trademarks.
14. Conflict of Interest
Before signing this Agreement, ALCHEMY shall disclose in writing (email is sufficient) any existing relationship that could reasonably be considered a conflict of interest, including an engagement with a direct competitor of CLIENT. If a potential conflict of interest arises during the Term, ALCHEMY shall promptly inform CLIENT’s Project Manager in writing. Nothing in this Agreement requires ALCHEMY to disclose the names of clients to whom it provides similar services.
15. Intellectual Property
(a) Deliverables. Upon CLIENT’s payment in full for the applicable Services, ALCHEMY assigns to CLIENT all right, title, and interest in the written content, designs, reports, and other materials that ALCHEMY creates specifically for CLIENT under an SOW (“Deliverables”). To the extent permitted by law, content Deliverables are “works made for hire” under the U.S. Copyright Act, and CLIENT may register copyrights in them in its own name. ALCHEMY shall furnish copies of the Deliverables to CLIENT on request.
(b) ALCHEMY Materials. ALCHEMY retains all rights in its pre-existing and independently developed tools, templates, methodologies, processes, scripts, code libraries, prompts, reporting frameworks, and know-how (“ALCHEMY Materials”). To the extent any ALCHEMY Materials are incorporated into a Deliverable, ALCHEMY grants CLIENT a perpetual, non-exclusive, royalty-free license to use them as part of that Deliverable.
(c) Third-Party Materials. Stock images, fonts, plugins, software, and other third-party materials are licensed under their own terms. CLIENT shall comply with those terms.
16. Representations, Warranties, and Disclaimers
(a) Mutual. Each Party represents and warrants that it has the full right, power, and authority to enter into and perform this Agreement.
(b) By ALCHEMY. ALCHEMY warrants that it will perform the Services in a professional and workmanlike manner consistent with generally accepted standards in its industry. ALCHEMY also warrants that the Deliverables it creates, excluding Client Materials and third-party materials, will not, to ALCHEMY’s knowledge, infringe the intellectual property rights of any third party.
(c) By CLIENT. CLIENT represents and warrants that: (i) its collection, use, and disclosure of data through the Client Properties, including through Tracking Technologies, complies with Privacy Laws; (ii) it has provided all notices and obtained all consents required under Section 9(b); and (iii) its instructions to ALCHEMY will not cause ALCHEMY to violate any law or third-party right.
(d) No Guaranteed Results. Search rankings, AI search visibility, traffic, leads, and revenue depend on third-party algorithms, platforms, and market conditions outside ALCHEMY’s control. ALCHEMY does not guarantee any specific result.
(e) Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS.” ALCHEMY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ALCHEMY DOES NOT WARRANT THAT THE CLIENT PROPERTIES WILL BE SECURE FROM ALL ATTACKS OR ERROR-FREE, OR THAT ANY TRACKING TECHNOLOGY OR ITS CONFIGURATION COMPLIES WITH PRIVACY LAWS.
17. Indemnification
(a) By CLIENT. CLIENT shall defend, indemnify, and hold harmless ALCHEMY and its members, managers, employees, and contractors from and against all losses, damages, judgments, settlements, fines, penalties, costs, and expenses, including reasonable attorneys’ fees and expert fees (“Losses”), arising out of any third-party claim, demand, putative class action, mass arbitration, or regulatory proceeding (a “Claim”) relating to any of the following: (i) Tracking Technologies on the Client Properties, or the collection, interception, recording, use, or disclosure of data or communications through the Client Properties, including Claims under Privacy Laws. This clause (i) applies whether the Tracking Technology was deployed before or after the MSA Effective Date, and whether ALCHEMY or another party deployed it, provided that any deployment by ALCHEMY was within the scope of the Services or otherwise authorized by CLIENT; (ii) Client Materials or CLIENT’s products, services, or advertising claims; (iii) CLIENT’s breach of Sections 9, 10, 11, or 16(c); or (iv) CLIENT’s violation of law. CLIENT has no obligation under this Section 17(a) to the extent a Claim is caused by ALCHEMY’s gross negligence or willful misconduct, or by ALCHEMY’s deployment of a Tracking Technology contrary to CLIENT’s written instructions.
(b) By ALCHEMY. ALCHEMY shall defend, indemnify, and hold harmless CLIENT and its officers, employees, and agents from and against Losses arising out of any Claim that: (i) a Deliverable created by ALCHEMY infringes a third party’s intellectual property rights, excluding Client Materials, third-party materials, and modifications not made by ALCHEMY; or (ii) arises from ALCHEMY’s gross negligence or willful misconduct.
(c) Procedure. The indemnified Party shall: give the indemnifying Party prompt written notice of the Claim (a delay relieves the indemnifying Party only to the extent it is prejudiced); give the indemnifying Party control of the defense and settlement; and provide reasonable cooperation at the indemnifying Party’s expense. The indemnified Party may take part with counsel of its choice at its own cost. The indemnifying Party shall not settle any Claim in a way that admits fault by, or imposes obligations on, the indemnified Party without the indemnified Party’s written consent.
18. Limitation of Liability
(a) EXCEPT FOR CLIENT’S PAYMENT OBLIGATIONS, CLIENT’S OBLIGATIONS UNDER SECTION 17(a), AND EITHER PARTY’S FRAUD OR WILLFUL MISCONDUCT, NEITHER PARTY IS LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES. THIS EXCLUSION INCLUDES LOSS OF PROFITS, LOSS OF USE OR DATA, AND BUSINESS INTERRUPTION. IT APPLIES WHETHER THE CLAIM IS IN CONTRACT, TORT, OR OTHERWISE, EVEN IF THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(b) ALCHEMY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ALL SOWs, INCLUDING UNDER SECTION 17(b), SHALL NOT EXCEED THE FEES PAID BY CLIENT TO ALCHEMY IN THE SIX (6) MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT IS ALCHEMY LIABLE FOR STATUTORY DAMAGES, FINES, OR PENALTIES ARISING FROM THE DATA PRACTICES OF THE CLIENT PROPERTIES.
(c) ANY CLAIM AGAINST ALCHEMY MUST BE BROUGHT WITHIN TWELVE (12) MONTHS AFTER THE EVENT GIVING RISE TO IT, OR AFTER CLIENT REASONABLY SHOULD HAVE KNOWN OF IT, WHICHEVER IS EARLIER.
(d) The Parties agree that these limitations are an essential basis of the bargain and reflect the allocation of risk in ALCHEMY’s fees.
19. Governing Law; Disputes
This Agreement is governed by the laws of the State of Wyoming, without regard to its conflict-of-laws rules. The Parties submit to the exclusive jurisdiction of the state and federal courts located in the State of Wyoming. EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT. In any action to enforce this Agreement, the prevailing Party is entitled to recover its reasonable attorneys’ fees and costs.
20. Force Majeure
Neither Party is liable for a failure or delay in performance, other than payment obligations, caused by events beyond its reasonable control (a “Force Majeure”). These include acts of war, terrorism, acts of God, natural disasters, fire, epidemics, governmental acts, labor disputes, cyberattacks not caused by the delayed Party’s breach of Section 11, and failures of the internet, utilities, hosting providers, or third-party platforms. The delayed Party must give the other Party prompt notice and use commercially reasonable efforts to resume performance. If a Force Majeure prevents performance for thirty (30) consecutive days, the other Party may terminate the affected SOW on written notice. CLIENT must pay for all Services performed before termination.
21. Assignment
Neither Party may assign this Agreement without the other Party’s prior written consent. However, either Party may assign this Agreement without consent to a successor in a merger, acquisition, or sale of all or substantially all of its assets or business, on written notice to the other Party.
22. Notices
Notices of breach, termination, non-renewal, or a Claim must be in writing and delivered by email to the address in the signature block, with a copy by certified mail or a nationally recognized courier to the Party’s address below. These notices are effective on receipt or on refusal of delivery. Operational communications, approvals, and authorizations under Sections 5 and 9(c) may be given by email alone.
23. Survival
Sections 3(c), 4, and 8 through 24, and any other provision that by its nature should survive, survive the expiration or termination of this Agreement.
24. Miscellaneous
If any provision of this Agreement is unenforceable, it shall be enforced to the maximum extent permitted, and the rest of this Agreement remains in full effect. No amendment or waiver is effective unless it is in writing and signed by authorized signatories of both Parties, except as provided in Sections 5 and 9(c). A failure to enforce any provision is not a waiver of it. This Agreement, together with all SOWs and Exhibits, is the entire agreement between the Parties on its subject matter. It supersedes all prior and contemporaneous negotiations, agreements, and understandings, including any terms in CLIENT’s purchase orders. This Agreement may be signed in counterparts, and electronic signatures are as effective as originals. Section headings are for convenience only.
Signature blocks appear on the executed copy of this document.
Statement of Work (Template)
This Statement of Work (“SOW”) is entered into as of (the “SOW Effective Date”) between (“CLIENT”) and AlchemyLeads LLC (“ALCHEMY”). This SOW is incorporated into and subject to all of the terms of the Master Services Agreement (“MSA”) executed by the Parties or, if none has been executed, the MSA published at alchemyleads.com/msa as of the SOW Effective Date (collectively, the “Agreement”). Any capitalized term used but not defined in this SOW has the meaning given to it in the MSA.
1. Services
ALCHEMY will perform the following marketing services (collectively, the “Services”):
(a) “” Campaign
(b) External Link Building, DR –
(c) – Links Per Month on average, using link prospecting tools and personalized outreach for Digital PR to increase organic rankings and search traffic
(d) Content Creation for – Posts or Pages Per Month
(e) Other:
2. Competitive Analysis
ALCHEMY will develop a comprehensive competitive analysis of CLIENT’s top online competitors.
3. Competitive Keyword Research
ALCHEMY will inform CLIENT about the keywords CLIENT’s top competitors rank for, including any available traffic information.
4. Performance Visibility
ALCHEMY will give CLIENT access to real-time dashboards for the key metrics important to CLIENT’s growth and will configure automated reports from CLIENT’s own analytics tools and platforms where available. ALCHEMY will hold quarterly strategy reviews with CLIENT. Manual or custom recurring reports are not included.
5. Tracking Technologies
ALCHEMY will deploy or maintain only the Tracking Technologies listed below, or later authorized under MSA Section 9(c) (for example, through Exhibit B). CLIENT remains responsible for the privacy disclosures and consents for all Tracking Technologies under MSA Section 9(b).
(a) ☐ None. ALCHEMY will not deploy Tracking Technologies under this SOW.
(b) ☐ As listed:
6. Compensation
CLIENT will compensate ALCHEMY for the Services as follows:
(a) Fixed Monthly Fee: CLIENT will pay ALCHEMY a guaranteed Fixed Monthly Fee of $. This fee is guaranteed to ALCHEMY, and CLIENT has no expectation of a claw back.
(b) Fee Schedule: $ per month, paid monthly by recurring invoice on the same billing date.
7. Client’s Responsibilities
This engagement requires involvement by CLIENT’s personnel, and its success depends on their efforts. To help achieve positive results, CLIENT will:
(a) Client Personnel & Communication. Have appropriate personnel available for reasonable communication with ALCHEMY, including scheduled calls and email.
(b) Access. Provide named, individual user access (see MSA Section 11(b)) to the analytics, SEO tools, SEO marketing plans, and code base/systems that affect SEO. These include Google Analytics, Google Search Console, the content management system(s), blogging system(s), communications with search engines, and third-party SEO and data analytics tools. CLIENT may instead ask ALCHEMY to send optimizations for CLIENT to implement internally.
(c) Goal Setting. Provide a continuous and clear understanding of CLIENT’s business goals and expectations for where SEO can help meet them.
(d) Tracking. Accurately track customers derived from ALCHEMY’s Services and provide a monthly report on them.
(e) On-Time Payment. Pay promptly so that both ALCHEMY and CLIENT can stay focused on creating the most successful outcomes and marketing results together.
Signature blocks appear on the executed copy of this document.
Tracking Technology Authorization
Under Section 9(c) of the MSA, CLIENT authorizes ALCHEMY to deploy, configure, and maintain the Tracking Technologies listed below on the Client Properties. CLIENT confirms that its privacy policy and cookie notice disclose each item, and that it has implemented the consent mechanisms required by Privacy Laws for each item, as described in Section 9(b) of the MSA. This authorization may be updated by a new Exhibit B or by email from CLIENT’s Project Manager.
Standard tracking stack. The rows below list the tracking technologies ALCHEMY deploys by default, the same stack ALCHEMY runs on its own website (alchemyleads.com). CLIENT may strike any row it does not authorize and add rows for client-specific tools in the blank lines.
| Technology / Vendor | Property & Pages | Purpose | Consent Mechanism | Approved By / Date |
|---|---|---|---|---|
| Google Tag Manager (Google LLC) | Client Properties, all pages | Tag container that loads only the tags authorized in this Exhibit B | Consent banner: loads only after analytics + marketing consent; Google Consent Mode v2 defaults to denied | |
| Google Analytics 4 / gtag.js (Google LLC) | Client Properties, all pages | Site analytics and lead/conversion measurement | Analytics consent; Google Consent Mode v2 (default denied) | |
| Meta Pixel (Meta Platforms, Inc.) | Client Properties, all pages | Ad measurement and audience building for Meta campaigns | Marketing consent; disabled when a Global Privacy Control (GPC) signal is present | |
| HubSpot tracking code and forms (HubSpot, Inc.) | Client Properties, all pages; contact and booking forms | CRM lead capture, form handling and source attribution | Tracking code: analytics + marketing consent. Forms: provided at the visitor’s request to submit an inquiry | |
| PostHog (PostHog, Inc.) | Client Properties, all pages | Product and website analytics | Analytics consent | |
| Cloudflare (Cloudflare, Inc.) | Client Properties, all pages | Security and bot protection (strictly necessary); Web Analytics beacon | Security: necessary, no consent required. Analytics beacon: analytics consent | |
| First-party lead attribution script (ALCHEMY) | Client Properties, all pages | Stores the first-touch traffic source in the visitor’s browser to attribute form leads | Analytics + marketing consent; cleared when consent is withdrawn | |
| Calendly (Calendly LLC) | Booking / contact pages | Meeting scheduling widget | Loads only when the visitor opens the scheduler (user-initiated) | |
| Embedded third-party content: Google Fonts, YouTube privacy-enhanced embeds (youtube-nocookie.com), interactive tools | Pages where embedded | Font delivery, video playback and on-page tools | Functional; loads with the page | |
☐ CLIENT confirms that none of the pages listed above collects sensitive data, as described in MSA Section 9(e), or that CLIENT has notified ALCHEMY in writing and put the required safeguards and consents in place.
Signature blocks appear on the executed copy of this document.
