MASTER SUBSCRIPTION AGREEMENT
Last Updated: Jan 3, 2026
This Master Subscription Agreement (“Agreement”) is entered into by and between BANAM CORPORATION, a New York corporation doing business as “Rank Kori” (“Agency”), and the entity or individual subscribing to the Services (“Client”).
By purchasing a service package or subscription from Agency, Client agrees to be bound by the terms of this Agreement.
1. Definitions
- “Services” refers to the digital marketing services provided by Agency, which may include SEO, PPC management, content creation, or consulting, as defined in the applicable Order Form, Invoice, or Checkout Page.
- “Deliverables” refers to specific reports, ad creatives, or content produced for the Client by the Agency.
- “Subscription” refers to recurring Services provided on a month-to-month or fixed-term retainer basis.
- “One-Time Package” refers to non-recurring Services provided for a single fee.
2. Services
2.1 Scope of Work. Agency agrees to make a good faith, best effort to provide the Services described in the specific Plan, Order Form, or Invoice selected by the Client.
2.2 Support Service Level Agreement (SLA). Agency provides customer support via email at [email protected] or [email protected].
- Response Time: Agency generally responds to support inquiries within 48 hours.
- Business Hours: Support timelines exclude weekends (Saturday and Sunday) and U.S. federal holidays.
2.3 Third-Party Platforms. Client acknowledges that Agency’s Services often interact with third-party platforms (e.g., Google, Meta, LinkedIn). Agency is not responsible for changes to third-party algorithms, terms of service, or account suspensions initiated by these third-party platforms.
3. Fees, Billing, and Payment
3.1 Payment Processing. Agency utilizes Stripe (stripe.com) as its third-party payment processor. Client authorizes Agency and Stripe to charge Client’s chosen payment method for all fees associated with the Subscriptions or One-Time Packages.
3.2 Subscription Management Portal. Client agrees to maintain valid and up-to-date payment information. Client may view subscription details, download invoices, update billing addresses, and update payment methods via the Customer Portal maintained by Stripe.
3.3 Billing Inquiries. All billing-related questions should be directed to [email protected].
3.4 Recurring Billing (Subscriptions). For Subscription Services, fees will be automatically charged on a recurring basis (e.g., monthly) in advance of the service period. Subscription fees are non-refundable except as expressly provided in this Agreement.
3.5 Late Payments. If a payment fails, Agency reserves the right to suspend Services immediately until payment is successfully processed.
4. Term and Termination
4.1 Term. This Agreement commences on the date of the first payment and continues until terminated by either party.
4.2 Cancellation of Subscriptions. Unless otherwise specified in a custom Statement of Work:
- Client may cancel a Subscription at any time, provided they are not bound contractually for a set amount of time, by emailing the agency using the billing email or the support email.
- Notice Period: To avoid being charged for the subsequent billing cycle, Client must cancel at least three (5) business days prior to the renewal date.
- Services will continue until the end of the currently paid billing cycle. No prorated refunds are issued for early cancellation during an active billing cycle.
4.3 Termination for Cause. Either party may terminate this Agreement immediately if the other party breaches a material term of this Agreement and fails to cure such breach within ten (10) days of written notice.
5. Intellectual Property
5.1 Client IP. Client grants Agency a non-exclusive, revocable license to use Client’s branding, logos, website access, and existing content solely for the purpose of performing the Services.
5.2 Agency IP. Agency retains ownership of its pre-existing tools, methodologies, software, and proprietary processes used to deliver the Services.
5.3 Work Product. Upon full payment of all fees due upfront, Agency assigns to Client all rights, title, and interest in the specific Deliverables created specifically for the Client under this Agreement (e.g., final ad copy, custom graphics).
6. Warranties and Disclaimers
6.1 No Guarantees of Performance. Client acknowledges that digital marketing results (e.g., search engine rankings, conversion rates, cost-per-click) are influenced by numerous factors outside Agency’s control. Agency does not guarantee specific results, revenue increases, or specific search engine placement. Past performance is not indicative of future results.
6.2 General Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED “AS IS.” AGENCY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
7. Limitation of Liability
7.1 Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BANAM CORPORATION’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO AGENCY IN THE TWO (2) MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM.
7.2 Consequential Damages. Agency shall not be liable for any indirect, special, incidental, or consequential damages, including loss of profits, data, or business opportunities.
8. Confidentiality
Each party agrees to keep the other party’s “Confidential Information” (business plans, customer lists, login credentials, trade secrets) strictly confidential and not to disclose it to any third party, except as necessary to perform the Services (e.g., sharing ad copy with a publisher).
9. General Provisions
9.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles.
9.2 Dispute Resolution. Any dispute arising under this Agreement shall be resolved specifically in the state or federal courts located in New York County, New York.
9.3 Independent Contractor. Agency is an independent contractor, not an employee, partner, or joint venturer of Client.
9.4 Entire Agreement. This Agreement, along with the applicable Order Form or Plan selection, constitutes the entire agreement between the parties and supersedes all prior agreements.
