Master Services Agreement.

This Master Services Agreement (“MSA”) is between Upearance Inc., d/b/a Deals To Grow (“DTG”), Montreal, Quebec, and the client identified in the accepted Proposal / Statement of Work (“Client”). It takes effect when Client accepts a Proposal that references it (e-signature or click-acceptance). Order of precedence: SOW → this MSA → website Terms of Service (DTG-TERMS-V5).

01. Engagement and SOWs

1.1 Each accepted Proposal is a Statement of Work describing: package and fees, territory (metro + trade), deliverables, timeline, ad-spend expectations, and any guarantee terms.

1.2 Additional work happens by written change order (email suffices) stating scope and price.

1.3 A Proposal is valid for 14 days from issue unless it states otherwise; territory availability is only reserved on acceptance and first payment.

02. Territory exclusivity

2.1 One contractor per metro, per trade, as defined in the SOW. While the engagement is active and paid, DTG will not sign a competing contractor for the same trade in the same territory.

2.2 Exclusivity lapses on termination or on suspension for non-payment lasting more than 15 days.

03. Deliverables, acceptance, timeline

3.1 DTG delivers per the SOW timeline (standard: 5-business-day install after onboarding assets are received).

3.2 Client reviews deliverables within 5 business days; specific written deficiencies are fixed by DTG; silence after a second notice constitutes acceptance.

3.3 Timelines shift day-for-day when Client is late providing access, assets, approvals, or ad-account funding.

04. Client obligations

As in TOS §04: answer leads promptly, keep licensing/insurance current, fund ad spend, provide truthful business claims, approve on time, use the stack lawfully. Client warrants that content, claims, offers, and pricing it supplies or approves are accurate and lawful in its market.

05. Fees and payment

5.1 Monthly service fees per SOW, billed in advance, auto-charged. Setup fees (if any) due on signature.

5.2 Ad spend is Client's, paid directly to ad platforms from Client's accounts. No markup, no handling by DTG.

5.3 Taxes extra. Late amounts: 18%/yr after 10 days; suspension after written notice; chargeback on a valid invoice = material breach.

5.4 No refunds for completed service months; guarantee remedies per SOW/Guarantee page only.

06. Term and termination

6.1 Initial term 6 months from SOW acceptance; then month-to-month; 30-day written notice thereafter.

6.2 Termination for cause: material breach uncured within 15 days of notice; insolvency.

6.3 Early cancellation by Client without cause during the initial term: balance of initial-term fees due.

6.4 Off-boarding per TOS §07: full asset transfer within 15 business days of settled account.

07. Ownership and license

7.1 Client owns: the delivered website, CRM data, brand creative produced for Client, phone numbers, ad accounts — titled to Client from day one.

7.2 DTG owns: DTG Materials (tools, templates, playbooks, prompts, automations, know-how, pre-existing IP). Client receives a non-exclusive, non-transferable license for the duration of the engagement.

7.3 Client grants DTG a license to use Client's name, logo, and campaign results in DTG's portfolio and case studies; Client may revoke for competitive-sensitivity reasons by written notice.

08. Performance disclaimer and guarantee

No guarantee of lead, booking, or revenue volume except a guarantee expressly written in the SOW or at dealstogrow.com/guarantee, under its written conditions. Simulator outputs are models, not promises.

09. Third-party platforms

Per TOS §09. Platform suspensions caused by Client's conduct (misleading claims, policy violations, unpaid ad bills) are Client's responsibility; DTG will assist with appeals at its standard rates if outside included scope.

10. Confidentiality

Mutual; 3-year survival; standard exceptions (TOS §10).

11. Data processing

Schedule A applies whenever DTG processes personal information of Client's leads/customers on Client's behalf.

12. Warranties, liability, indemnities

Per TOS §12–14: reasonable professional care; no implied warranties; mutual exclusion of indirect damages; liability cap = fees paid in the 6 months before the claim; carve-outs required by Quebec law. Client indemnity (client's business/claims/content), DTG indemnity (IP infringement by DTG Materials).

13. Non-solicitation

12 months, mutual (TOS §15).

14. General

Force majeure, assignment, notices (legal@dealstogrow.com ↔ Client email on SOW), severability, waiver, independent contractors, entire agreement — per TOS §16–17. Amendments to this MSA apply to a running engagement only with Client consent or at renewal.

15. Governing law, disputes, language

Quebec law; binding arbitration seated in Montreal, single arbitrator, English; injunctive relief available in Montreal courts for IP/confidentiality. English-language clause per TOS §19.

Schedule A — Data Processing

Roles — Client is the controller of personal information of its leads and customers (“Client Data”); DTG is a service provider/processor.

Instructions — DTG processes Client Data only to deliver the services: lead capture, CRM operation, ad audience management, AI receptionist (including call recording/transcription where enabled), reporting. No selling, no use for DTG's own marketing.

Subprocessors — DTG may use vetted subprocessors (hosting, CRM, telephony, transcription, email, analytics) bound to equivalent protections; current list on request; DTG notifies Client of material changes.

Compliance split — DTG: safeguards (encryption in transit, access control, MFA), breach notice to Client without undue delay, assistance with data-subject requests, deletion/return of Client Data at off-boarding (CRM export to Client, then deletion from DTG systems within 90 days except legal retention). Client: lawful basis for outreach to its leads, call-recording consent compliance in its jurisdiction (including US two-party-consent states), TCPA/CASL compliance for SMS/calls placed through the stack, honoring its customers' privacy rights.

Cross-border — Client Data may be stored with US-based subprocessors; DTG contracts for equivalent protection (Law 25 s.17 assessment maintained).

Acceptance — This MSA is accepted by e-signing or click-accepting a Proposal that references DTG-MSA-V1.

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Doc ID: DTG-MSA-V1 · Effective per SOW signature date · Questions: legal@dealstogrow.com