Marketing Services Agreement
Streben.io
Version 1.0 | Effective June 10, 2026 | Published at www.streben.io/msa
This Marketing Services Agreement (this “Agreement”) is entered into by and between Streben Marketing LLC, a New York limited liability company doing business as Streben.io (“Streben”), and the client identified in the applicable Proposal (“Client”). This Agreement is effective as of the date the Client signs or electronically accepts a Proposal that references or accompanies this Agreement (the “Effective Date”). Streben and Client are each a “Party” and together the “Parties.”
1. Proposals and Order of Precedence
1.1 Streben provides marketing services (the “Services”) as described in one or more signed proposals, quotes, or order forms (each, a “Proposal”). Each Proposal identifies the services, deliverables, pricing, quantities, and any client-specific terms, and is incorporated into this Agreement upon acceptance.
1.2 If a Proposal conflicts with this Agreement, the Proposal controls as to services, deliverables, pricing, and timelines, and this Agreement controls as to all other matters, unless the Proposal expressly amends a specific section of this Agreement by name.
1.3 Changes to scope, quantities (including business locations under management), or platforms must be agreed in writing. Email approval from an authorized representative of each Party is sufficient. Streben will confirm any resulting fee changes in writing before they take effect.
2. Acceptance and Updates
2.1 The Client accepts this Agreement by (a) signing or electronically accepting a Proposal that references this Agreement, (b) signing this Agreement directly, or (c) continuing to receive Services after the effective date of an update made under this section. No signature on this Agreement itself is required when it is accepted through a Proposal; a countersigned copy is available on request.
2.2 Streben may update this Agreement from time to time. Each version is identified by a version number and effective date, and the current version is published at www.streben.io/msa. For active engagements, Streben will give at least thirty (30) days' notice of material updates by email, and the update takes effect on the first billing date after the notice period unless the Client terminates under the Termination and Offboarding section before that date. The version in effect when the Client accepts a Proposal governs until replaced under this section. Prior versions are available from Streben on request.
3. Term
3.1 Unless a Proposal states a different term, the engagement is month to month, beginning on the start date stated in the Proposal (or, if none, the Effective Date) and continuing until terminated as described in this Agreement.
3.2 Services may not be paused or suspended by the Client except by written agreement of both Parties. Agreed pauses do not relieve the Client of fees for third-party platforms or commitments already incurred on the Client’s behalf.
4. Termination and Offboarding
4.1 Either Party may terminate this Agreement or any Proposal by written notice to the other Party. Notice from the Client must be sent by email to austin@streben.io.
4.2 Final Month. Upon notice of termination by either Party, one final month of service is required and will be billed at the then-current rate. Offboarding is performed during that final month. The final month is required whether or not the Client chooses to use the Services during that time, and offboarding begins after the final month’s payment is received.
4.3 Offboarding includes: (a) transfer to the Client of ownership or administrative access to advertising accounts, business profiles, social media accounts, tag containers, and analytics properties created or managed for the Client, to the extent the platforms permit; (b) one export of contact and lead data from any CRM managed by Streben, in a standard machine-readable format; (c) delivery of final versions of creative assets and website files owned by the Client under this Agreement; and (d) removal of Streben’s access to Client accounts. Offboarding does not include migration of systems to a new provider, retraining of new vendors, or rebuilding assets on third-party platforms; that work is available at the Concierge hourly rate.
4.4 Streben may suspend Services immediately upon written notice if any amount is past due, and may terminate for material breach if the breach is not cured within ten (10) days after written notice describing it. Suspension does not pause the accrual of fees.
4.5 If services are provided under licenses, subscriptions, or hosting held by Streben, the Client’s use of those items ends at termination unless the Parties agree otherwise in writing. Streben will identify any such items on request during the final month.
5. Fees and Payment
5.1 Fees are stated in the applicable Proposal. Recurring fees are billed monthly, in advance, by automatic payment, and the Client must keep a valid payment method on file. Credit card payments are subject to a 3% processing fee where permitted by law.
5.2 If a payment fails, the Client will be notified and must update its payment method promptly. Unpaid amounts bear interest at 1.5% per month, or the maximum rate permitted by law if lower, and the Client is responsible for Streben’s reasonable costs of collection, including attorney fees.
5.3 Chargebacks. The Client agrees to contact Streben and allow ten (10) business days to resolve any billing dispute before initiating a chargeback or payment reversal. A chargeback initiated without following this process is a material breach, and the Client is responsible for the disputed amount, chargeback fees, and reasonable costs incurred responding to it.
5.4 One-Time Projects. If the Client cancels a one-time project (for example, a website build) after work has begun, the Client remains responsible for the greater of (a) fees for work performed through the cancellation date at the Concierge hourly rate, or (b) fifty percent (50%) of the quoted project fee. Completed milestones are non-refundable.
5.5 Fees do not include sales or similar taxes; any that apply are the Client’s responsibility. Streben does not issue refunds for Services rendered.
6. Fee Adjustments
6.1 Streben may adjust recurring fees by giving at least sixty (60) days’ prior written notice. An adjustment takes effect on the first billing date after the notice period ends. Fee adjustments do not apply during any fixed committed term stated in a Proposal.
6.2 If the Client does not wish to continue at the adjusted fees, the Client may terminate under the Termination and Offboarding section, and the final month will be billed at the rate in effect before the adjustment.
7. Third-Party Costs and Platforms
7.1 Advertising budgets and ad spend are paid by the Client directly to the advertising platforms and are separate from Streben’s fees.
7.2 Unless a Proposal states otherwise, third-party software, subscriptions, licenses, hosting, stock assets, and platform fees used for the Client’s benefit are either (a) contracted and paid by the Client directly, or (b) passed through by Streben at cost with the Client’s prior written approval. Streben will identify recurring third-party costs on request.
7.3 The Services depend on third-party platforms (including advertising, search, social, CRM, and hosting platforms) whose features, policies, pricing, and availability change without notice. Streben is not responsible for those changes but will use reasonable efforts to adapt the Services to them.
8. Client Responsibilities
8.1 The Client will provide timely cooperation, including attending scheduled meetings, supplying requested information, content, and approvals, and granting access to required accounts. Streben will request needed items up to two times; if items remain outstanding, affected milestones and timelines are postponed accordingly, and recurring fees continue to accrue.
8.2 The Client represents that the information it provides about its business, products, and services is accurate, and that it operates its business in compliance with applicable law.
8.3 The Client represents that any materials it provides (including artwork, photos, video, copy, trademarks, and data) do not infringe or violate the rights of any third party, and that it has the right to provide them for use in the Services.
9. Authority to Act on Client's Behalf
9.1 The Client authorizes Streben to create, access, configure, and manage advertising accounts, business profiles, social media accounts, websites, tag containers, analytics properties, and CRM systems on the Client’s behalf, to publish approved content, and to accept ordinary-course platform terms required to deliver the Services.
9.2 Streben will operate within budgets set by the Client. Budget changes require the Client’s written or email approval. The Client remains the owner of its accounts and is responsible for amounts billed by platforms in connection with budgets it has approved.
10. Approvals and Regulatory Compliance
10.1 Where the Services include content subject to Client approval (such as ads, posts, landing pages, and email or SMS content), the Client is responsible for reviewing that content before approval. Approval constitutes the Client’s confirmation that the content is accurate and consistent with the Client’s legal and regulatory obligations.
10.2 As between the Parties, the Client is responsible for compliance of its business, offers, claims, and approved content with laws and regulations applicable to its industry, including health care advertising and professional marketing rules where applicable. Streben does not provide legal or compliance advice.
11. Intellectual Property
11.1 Deliverables. Upon full payment of all amounts due, Streben assigns to the Client all right, title, and interest in the final deliverables created specifically for the Client under this Agreement (including approved creatives, site content, and design work), excluding the items in the next subsection.
11.2 Streben Materials. Streben retains all rights in its pre-existing and independently developed materials, including tools, templates, frameworks, processes, code libraries, and know-how (“Streben Materials”). To the extent Streben Materials are embedded in a deliverable, the Client receives a perpetual, non-exclusive license to use them as part of that deliverable.
11.3 Client Materials. The Client grants Streben a non-exclusive license to use materials it provides solely to perform the Services.
11.4 Third-Party Assets. Stock images, fonts, plugins, and similar third-party assets are governed by their own licenses, which may limit transfer.
11.5 Portfolio. Streben may identify the Client as a client and display non-confidential work product in its portfolio and marketing materials. The Client may opt out by written notice.
12. Data, Privacy, and Communications Compliance
12.1 Client Data. As between the Parties, the Client owns its customer, lead, and contact data (“Client Data”). Streben may process Client Data solely to provide the Services and will not sell it or use it for other clients.
12.2 Email and SMS Consent. The Client is responsible for obtaining and maintaining all consents required for email and SMS communications sent to its contacts (including under the TCPA and CAN-SPAM), for the accuracy of its contact lists, and for honoring opt-outs in its own systems. Streben will implement commercially reasonable opt-out handling in the systems it manages.
12.3 Protected Health Information. The Services are marketing services and are not provided under a Business Associate Agreement. The Client agrees not to transmit protected health information to Streben and not to store protected health information in marketing systems managed by Streben unless the Parties first execute a Business Associate Agreement covering that use.
12.4 Each Party will maintain commercially reasonable safeguards for data in its possession and will notify the other promptly of any security incident affecting the other Party’s data.
13. Confidentiality
13.1 Each Party may receive non-public business, financial, technical, or customer information of the other (“Confidential Information”). The receiving Party will use Confidential Information only to perform under this Agreement, protect it with reasonable care, and not disclose it except to employees and contractors with a need to know who are bound by similar obligations, or as required by law.
13.2 Confidential Information does not include information that is public through no fault of the receiving Party, already known without restriction, independently developed, or rightfully received from a third party. These obligations survive for three (3) years after termination.
14. No Guarantees; Disclaimer of Warranties
14.1 Marketing outcomes depend on factors outside either Party’s control, including competition, market conditions, platform behavior, and the Client’s own sales process. Streben makes no guarantee of leads, rankings, traffic, revenue, or other results.
14.2 EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS,” AND STREBEN DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
15. Platform and Ad Account Risks
15.1 Streben is not liable for losses caused by advertising or platform account restrictions, suspensions, bans, hacks, or policy changes, or by a platform’s rejection of the Client’s payment method. Fees for Services rendered before such an event are not refundable. Streben will use reasonable efforts to assist with appeals and account recovery as part of the Services.
16. Limitation of Liability
16.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.
16.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT IS LIMITED TO THE FEES PAID BY THE CLIENT TO STREBEN IN THE THREE (3) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. THIS LIMIT DOES NOT APPLY TO THE CLIENT’S PAYMENT OBLIGATIONS, A PARTY’S INDEMNIFICATION OBLIGATIONS, OR LIABILITY THAT CANNOT BE LIMITED BY LAW.
17. Indemnification
17.1 By the Client. The Client will defend and indemnify Streben against third-party claims arising from (a) Client-provided materials or data; (b) the Client’s products, services, offers, or business practices; (c) content the Client approved; or (d) the Client’s failure to obtain required communications consents.
17.2 By Streben. Streben will defend and indemnify the Client against third-party claims that a deliverable created solely by Streben (excluding Client materials, third-party assets, and content created at the Client’s direction) infringes a United States copyright or trademark.
17.3 The indemnified Party must give prompt notice of a claim and reasonable cooperation, and the indemnifying Party controls the defense and any settlement that does not impose obligations on the indemnified Party.
18. Relationship of the Parties
18.1 Streben is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or fiduciary relationship.
18.2 Streben may use qualified subcontractors and partner vendors to perform portions of the Services and remains responsible for their work.
18.3 During the term, Streben will not provide marketing services to a direct competitor of the Client, meaning a business offering substantially similar products or services in the Client's industry, within the Client's geographic competitive area. The Client's geographic competitive area is the service area or location list identified in the Proposal or, if none is identified, the local market area in which each Client location actually competes for customers, recognizing that competitive distance varies with market density. In all other respects the engagement is non-exclusive: Streben may serve clients in other industries and markets, and the Client may engage other vendors.
19. Non-Solicitation
19.1 During the term and for twelve (12) months after termination, neither Party will knowingly solicit for employment or engagement any employee or contractor of the other Party who was involved in the Services, without the other Party’s written consent. General job postings not targeted at such persons are not a breach.
20. Non-Disparagement
20.1 During the term and for one (1) year after termination, neither Party will make false or defamatory statements, written or spoken, that harm the reputation, business, or standing of the other Party. This section does not restrict truthful statements required by law or made in a legal proceeding.
21. Force Majeure
21.1 Neither Party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, utility or internet outages, labor disputes, war, terrorism, epidemics, government action, or third-party platform outages. The affected Party will notify the other and resume performance as soon as reasonably possible.
22. Notices
22.1 Notices under this Agreement must be in writing and may be given by email. Notices to Streben go to austin@streben.io. Notices to the Client go to the email address on the Proposal or the Client’s primary contact on file. A notice is effective on the business day it is sent, or the next business day if sent after business hours.
23. Assignment
23.1 Neither Party may assign this Agreement without the other Party’s written consent, except that either Party may assign it without consent in connection with a merger, acquisition, or sale of substantially all of its assets, with notice to the other Party. This Agreement binds and benefits the Parties and their permitted successors and assigns.
24. Governing Law and Dispute Resolution
24.1 This Agreement is governed by the laws of the State of North Carolina, without regard to conflict-of-laws rules.
24.2 Before filing any action, the Parties will attempt in good faith to resolve the dispute through direct discussion for at least thirty (30) days after written notice of the dispute.
24.3 Any action arising out of this Agreement must be brought exclusively in the state or federal courts located in Wake County, North Carolina, and the Parties consent to their jurisdiction. Initial process may be served by email and certified mail. EACH PARTY WAIVES ITS RIGHT TO A TRIAL BY JURY. The prevailing Party in any action is entitled to recover its reasonable attorney fees and costs.
25. Survival and Miscellaneous
25.1 Survival. Sections addressing payment obligations, intellectual property, data and privacy, confidentiality, disclaimers, limitation of liability, indemnification, non-solicitation, non-disparagement, governing law, and this section survive termination.
25.2 Severability; Waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary, and the rest of this Agreement remains in effect. A failure to enforce a provision is not a waiver of it.
25.3 Entire Agreement; Amendments. This Agreement, together with the Proposals, is the entire agreement between the Parties about its subject matter and supersedes prior discussions and representations. Amendments require the written consent of both Parties; email confirmation by authorized representatives is sufficient.
25.4 Counterparts; Electronic Signature. This Agreement may be signed in counterparts, and electronic signatures and acceptances are binding.
Acceptance
This Agreement is accepted by signing or electronically accepting a Proposal that references it; no separate signature on this Agreement is required. A signature-ready copy is available from Streben on request if a countersigned copy is preferred. Each person accepting on behalf of an organization affirms that they are authorized to do so.