These General Services Terms & Conditions (the “Terms”) are entered into between MGR Racing, LLC, an Arizona limited liability company doing business as MGR Consulting Group (“MGR,” “Service Provider,” “we,” “us,” or “our”), and the person or entity accepting an Order or using the Services (“Client,” “you,” or “your”). MGR and Client may each be a “Party” and together the “Parties.”
1. ACCEPTANCE; AUTHORITY; AGREEMENT STRUCTURE
1.1 Acceptance.
Client accepts these Terms by signing or electronically accepting an Order, proposal, quote, statement of work, renewal, or other transaction that incorporates these Terms; by clicking an acceptance mechanism presented by MGR; or by continuing to use the Services after receiving notice that these Terms apply. Electronic assent has the same effect as a handwritten signature.
1.2 Authority.
A person accepting these Terms for an entity represents that the person has authority to bind that entity. If the person lacks such authority, the person must not accept or use the Services on the entity’s behalf.
1.3 Agreement Documents.
The complete agreement between the Parties (the “Agreement”) consists of: (a) the applicable Order, proposal, quote, or statement of work (“Order”); (b) any mutually executed Data Processing Addendum (“DPA”); (c) MGR’s Service Level Agreement (“SLA”); (d) these Terms; and (e) MGR’s Acceptable Use Policy (“AUP”), each as applicable and incorporated by reference.
1.4 Order of Precedence.
If the Agreement documents conflict, the following order controls: (a) the applicable Order, but only when it expressly identifies and overrides a specific provision; (b) the DPA, solely for processing and protection of Personal Data; (c) the SLA, solely for service availability and service credits; (d) these Terms; and (e) the AUP.
2. DEFINITIONS
- “Authorized User” means a person Client authorizes to access an account, site, platform, or Service.
- “Client Content” means content, data, files, images, video, text, databases, records, and other materials supplied or controlled by Client or its users.
- “Client Data” means data submitted to, stored in, transmitted through, or otherwise processed through the Services for Client, including Personal Data where applicable.
- “Personal Data” means information relating to an identified or identifiable individual, as defined by applicable law.
- “Security Incident” means a confirmed unauthorized acquisition of, access to, use of, disclosure of, or material loss of Client Data within systems controlled by MGR, excluding unsuccessful attempts, blocked attacks, routine scanning, and events occurring solely within systems controlled by Client or a third party unless otherwise required by law or the DPA.
- “Services” means the website design, development, hosting administration, technical support, digital marketing, analytics, creative, consulting, AI/LLM optimization, portal, software-related, and other services identified in an Order.
- “Third-Party Services” means hosting platforms, cloud services, software, plugins, themes, APIs, advertising platforms, analytics platforms, domain registrars, payment processors, security providers, and other products or services provided by a party other than MGR.
3. PROVISION AND SCOPE OF SERVICES
3.1 Services.
MGR will provide the Services described in the applicable Order. Services outside the Order require MGR’s written approval and may require an additional Order and fees.
3.2 Changes.
MGR may modify operational features, tools, interfaces, service providers, and delivery methods when reasonably necessary to maintain, secure, improve, or continue the Services. MGR will use commercially reasonable efforts to provide advance notice of a material reduction in purchased functionality when practicable.
3.3 End of Life.
A component or Third-Party Service may be discontinued or reach end of life. MGR may replace it with a reasonably comparable component when practicable. A third party’s discontinuation or material change is not by itself a breach by MGR.
3.4 No Exclusivity.
Unless an Order expressly states otherwise, MGR may provide similar services to other clients, including Client’s competitors, provided MGR complies with its confidentiality obligations.
4. ACCESS; AUTHORIZED USERS; CLIENT SECURITY RESPONSIBILITIES
4.1 Access.
MGR may provide access through approved user accounts, APIs, file-transfer methods, content management roles, or other controls. MGR may restrict administrative or server-level access when reasonably necessary to protect security, stability, proprietary materials, or other clients.
4.2 Credentials and MFA.
Client is responsible for safeguarding credentials, using unique strong passwords, enabling multi-factor authentication when available, limiting access to Authorized Users, and promptly removing access for former or reassigned personnel. Client must not share individual credentials.
4.3 Account Activity.
Client is responsible for activity performed through its accounts and by its Authorized Users, except to the extent caused by MGR’s breach of the Agreement or failure to use commercially reasonable security measures. Client must notify MGR promptly at Tech@MGRConsultingGroup.com of suspected unauthorized access, credential compromise, or a need to disable access.
4.4 Client Environment.
Client is responsible for devices, networks, software, personnel practices, permissions, and other systems under Client’s control, including their compatibility and security.
5. CLIENT DATA; DATA PROCESSING; PRIVACY
5.1 Ownership.
As between the Parties, Client retains ownership of Client Content and Client Data. No transfer of ownership occurs merely because MGR or a Third-Party Service hosts, stores, transmits, backs up, or otherwise processes Client Data.
5.2 Processing Authorization.
Client authorizes MGR and its approved service providers to access, host, transmit, copy, modify, display, back up, restore, and otherwise process Client Data only as reasonably necessary to provide, support, secure, improve, and administer the Services or comply with law.
5.3 Client Compliance.
Client is responsible for the lawfulness, accuracy, quality, and source of Client Data; providing required privacy notices; obtaining required consents; honoring data-subject requests; and determining whether the Services are appropriate for the categories of data Client chooses to process.
5.4 Sensitive and Regulated Data.
Client may not use the Services to process protected health information, payment-card data, government identification numbers, biometric data, children’s data, or other specially regulated or highly sensitive information unless an Order or DPA expressly authorizes that use and identifies the required safeguards.
5.5 DPA.
When MGR processes Personal Data on Client’s behalf and applicable law requires additional terms, the Parties will enter into MGR’s then-current DPA. The DPA does not make MGR the owner of Client Data or relieve Client of obligations applicable to Client as the business or controller.
6. THIRD-PARTY SERVICES AND SUBPROCESSORS
6.1 Use of Providers.
Client authorizes MGR to use Third-Party Services, including hosting, cloud, security, software, communications, analytics, advertising, and support providers, to perform the Services. These may include WP Engine, Cloudflare, Google, Microsoft, Meta, Firebase/Google Cloud, domain registrars, and other providers selected according to the Services.
6.2 Third-Party Terms.
Client’s use of a Third-Party Service may be subject to that provider’s terms, policies, licenses, fees, limitations, and acceptable-use requirements. Client agrees to comply with applicable terms made available to Client.
6.3 Third-Party Failures.
MGR does not control and does not warrant Third-Party Services. To the maximum extent permitted by law, MGR is not liable for a third party’s outage, security incident, data loss, discontinuation, policy change, price change, API change, or other act or omission outside MGR’s reasonable control, except to the extent directly caused by MGR’s failure to exercise commercially reasonable care in selecting, configuring, or administering the Third-Party Service within MGR’s contracted scope.
6.4 Pass-Through Remedies.
When a Third-Party Service provides MGR a service credit or other contractual remedy specifically attributable to Client’s affected Service, MGR may pass through the applicable benefit. Unless an Order states otherwise, that pass-through benefit and any SLA Credit are Client’s exclusive monetary remedies for the third-party service interruption.
7. BACKUPS; DATA RECOVERY; BUSINESS CONTINUITY
7.1 Operational Backups.
MGR or its providers may perform operational backups as described in the applicable Order. Backups are intended for operational recovery and are not guaranteed to capture every change, remain uncorrupted, or restore successfully in every circumstance.
7.2 Independent Copies.
Client is responsible for maintaining current independent copies of critical Client Content and Client Data outside the hosted Services unless an Order expressly makes MGR responsible for a separate archival or disaster-recovery service.
7.3 Restoration.
Following a covered loss or service interruption, MGR will use commercially reasonable efforts to restore affected hosted content from the most recent usable backup available to MGR. Restoration time and completeness are not guaranteed.
8. SECURITY MEASURES AND SECURITY INCIDENTS
8.1 Reasonable Safeguards.
MGR will maintain commercially reasonable administrative, technical, and organizational measures appropriate to the Services under MGR’s control. No security measure, hosting environment, backup, or transmission method is guaranteed to prevent every attack, vulnerability, unauthorized access, or loss.
8.2 Protective Action.
MGR may suspend access, isolate a website or account, disable a component, reset credentials, remove malicious content, apply an emergency patch, or take other reasonable protective action when MGR believes a threat may harm Client, MGR, a provider, another customer, or the Services.
8.3 Notice and Cooperation.
Each Party will notify the other without unreasonable delay after confirming a Security Incident materially affecting the other Party. The Parties will reasonably cooperate in investigation, containment, remediation, restoration, and legally required notifications, subject to privilege, confidentiality, security, and law-enforcement restrictions.
8.4 Incident Communications.
Neither Party may make a public statement attributing fault to the other without prior consultation, unless disclosure is required by law. Neither Party’s investigation, assistance, restoration work, or communication is an admission of fault or liability.
8.5 Costs.
Each Party will bear its own incident-response costs except as otherwise required by the DPA, applicable law, a final adjudication, or the indemnification and limitation provisions of this Agreement.
9. SERVICE AVAILABILITY AND SUPPORT
9.1 SLA.
Service-availability commitments, measurement rules, excluded downtime, maintenance windows, claim procedures, and credits are governed exclusively by the SLA. These Terms do not create a separate or additional uptime warranty.
9.2 Exclusive Downtime Remedy.
SLA Credits are Client’s sole and exclusive monetary remedy for downtime, unavailability, or a failure to satisfy the SLA, except to the extent a remedy cannot legally be limited.
9.3 Support.
Support scope, hours, response targets, escalation procedures, and excluded work are determined by the applicable Order or support plan. Response targets are not guaranteed resolution times.
10. ACCEPTABLE USE; SUSPENSION
10.1 AUP.
Client and Authorized Users must comply with the AUP and applicable provider policies. Client may not use the Services for unlawful, abusive, infringing, deceptive, harmful, insecure, or unauthorized purposes.
10.2 Suspension.
MGR may suspend all or part of the Services immediately when reasonably necessary to address a security threat, AUP violation, legal demand, provider requirement, nonpayment, or material risk to MGR, Client, another customer, or the Services. When practicable, MGR will provide notice and an opportunity to cure.
10.3 Investigation.
MGR may investigate suspected violations and cooperate with providers, law enforcement, regulators, and affected parties when reasonably necessary or legally required.
11. FEES; BILLING; TAXES
11.1 Fees.
Client will pay the fees and expenses stated in each Order. Unless otherwise stated, recurring fees are billed in advance and nonrecurring fees are billed when incurred or in the next billing cycle.
11.2 Payment Authorization.
Client authorizes MGR to charge the approved payment method for amounts due. Applicable credit-card processing charges will be disclosed in the Order or invoice. Client must maintain current billing information.
11.3 Late Amounts.
Undisputed amounts more than sixty (60) days overdue may accrue interest at 1.5% per month or the maximum lawful rate, whichever is lower. MGR may suspend Services and charge reasonable restoration or collection costs identified in the Order.
11.4 Disputes.
Client must notify MGR in writing of a billing dispute within sixty (60) days after the charge or invoice date, describing the disputed amount and basis. Undisputed portions remain payable.
11.5 Taxes.
Fees exclude applicable sales, use, excise, withholding, and similar taxes. Client is responsible for taxes arising from the Services, excluding taxes based on MGR’s net income.
12. TERM AND TERMINATION
12.1 Term.
The Agreement begins when Client accepts the applicable Order and continues for the term stated therein. If no term is stated for recurring Services, the initial term continues through the end of the first billing month and automatically renews monthly.
12.2 Termination Without Cause.
Either Party may terminate monthly recurring Services on thirty (30) days’ written notice unless the Order states a different commitment. Fees for the current billing period are nonrefundable. Prepaid fees for periods after the effective termination date will be handled as stated in the Order.
12.3 Termination for Cause.
Either Party may terminate for a material breach that remains uncured ten (10) days after written notice, except that MGR may terminate or suspend immediately for unlawful conduct, a material security threat, repeated AUP violations, nonpayment exceeding sixty (60) days, or conduct likely to expose MGR or a provider to material liability.
12.4 Effect of Termination.
Upon termination, Client must pay amounts accrued through the effective date. At Client’s written request and after payment of outstanding amounts and any stated transition fee, MGR will make a commercially reasonable export of Client Content available in a commonly used format, subject to technical and licensing limitations. MGR is not required to transfer Agency Materials, provider licenses, security-sensitive information, or MGR-owned accounts.
12.5 Deletion.
After the export period stated in the Order or, if none, thirty (30) days after termination, MGR may delete Client Content from systems under MGR’s control, subject to legal obligations and routine backup retention. Client must retrieve and verify exported content promptly.
13. INTELLECTUAL PROPERTY; PLATFORM ACCOUNTS
13.1 Client Content.
Client owns Client Content and grants MGR a nonexclusive, worldwide, royalty-free license during the Agreement to use Client Content as necessary to provide and support the Services.
13.2 Agency Materials.
MGR retains all rights in its preexisting and independently developed methods, strategies, templates, processes, software, scripts, code libraries, designs, prompts, automation, documentation, know-how, and other proprietary materials (“Agency Materials”). Unless an Order expressly assigns ownership, Client receives only a nonexclusive, nontransferable license to use incorporated Agency Materials with the applicable deliverable or hosted website during the applicable service term.
13.3 Third-Party Materials.
Themes, plugins, fonts, stock assets, software, APIs, and other third-party materials remain owned by their licensors and are subject to their license terms. MGR cannot transfer rights it does not own.
13.4 Client-Specific Accounts.
Client owns accounts created specifically for Client and registered in Client’s name or funded directly by Client, including client-specific domain registrations, advertising accounts, analytics properties, social-media accounts, and merchant accounts, unless an Order expressly states otherwise. MGR’s administrative access does not transfer ownership.
13.5 MGR Accounts.
MGR owns its agency, reseller, master, developer, portfolio, management, and multi-client accounts, including credentials, configurations, volume licenses, and tools used to serve multiple clients. MGR is not required to transfer those accounts, but will use commercially reasonable efforts to facilitate transition of Client-owned assets after payment of outstanding amounts.
14. CONFIDENTIALITY
14.1 Confidential Information.
Each Party may receive nonpublic information that a reasonable person would understand to be confidential. The receiving Party will use it only to perform or receive the Services and will protect it using at least reasonable care.
14.2 Permitted Disclosure.
A receiving Party may disclose Confidential Information to personnel, contractors, insurers, professional advisers, and service providers who need it and are subject to confidentiality duties, or as legally required after providing notice when permitted.
14.3 Exclusions.
Confidential Information does not include information that is public without breach, was lawfully known without restriction, is received lawfully from a third party, or is independently developed without use of the disclosing Party’s Confidential Information.
15. DISCLAIMERS
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES AND THIRD-PARTY SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” EXCEPT FOR EXPRESS COMMITMENTS IN AN ORDER OR THE SLA, MGR DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, UNINTERRUPTED OPERATION, SECURITY, ERROR-FREE OPERATION, AND RESULTS.
MGR DOES NOT GUARANTEE SEARCH RANKINGS, WEBSITE TRAFFIC, ADVERTISING PERFORMANCE, RETURN ON AD SPEND, SALES, REVENUE, BOOKINGS, AI OR LLM VISIBILITY, PLATFORM AVAILABILITY, OR ANY OTHER BUSINESS RESULT. CLIENT ACKNOWLEDGES THAT DIGITAL MARKETING, TECHNOLOGY, SECURITY, AND THIRD-PARTY PLATFORMS INVOLVE VARIABLES OUTSIDE MGR’S CONTROL.
16. LIMITATION OF LIABILITY
16.1 Excluded Damages.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER MGR NOR ITS OFFICERS, MEMBERS, PERSONNEL, CONTRACTORS, OR PROVIDERS WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOST PROFITS, REVENUE, BOOKINGS, SALES, SAVINGS, GOODWILL, OR BUSINESS OPPORTUNITY; LOSS OR CORRUPTION OF DATA; COST OF SUBSTITUTE SERVICES; OR BUSINESS INTERRUPTION, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE.
16.2 Aggregate Liability Cap.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, MGR’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE, WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CLIENT TO MGR FOR THE SPECIFIC AFFECTED SERVICE UNDER THE APPLICABLE ORDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM.
16.3 SLA Claims.
For downtime or unavailability governed by the SLA, Client’s exclusive monetary remedy is the applicable SLA Credit, and the aggregate cap in Section 16.2 does not create an additional remedy.
16.4 Basis of Bargain.
The allocations and limitations in this Section apply regardless of the theory of liability and even if a limited remedy fails of its essential purpose. The Parties acknowledge that fees reflect this allocation of risk.
16.5 Non-Limitable Liability.
Nothing in the Agreement limits liability to the extent it cannot lawfully be limited. Client’s payment obligations, Client’s indemnification obligations, and unauthorized use of MGR’s intellectual property are not subject to the cap in Section 16.2.
17. CLIENT INDEMNIFICATION
Client will defend, indemnify, and hold harmless MGR and its officers, members, personnel, and contractors from third-party claims, damages, judgments, penalties, costs, and reasonable attorneys’ fees arising from: (a) Client Content; (b) Client’s products, services, promotions, offers, or business practices; (c) Client’s instructions or use of the Services; (d) Client’s violation of law, the AUP, or third-party rights; (e) Client’s failure to obtain required rights, permissions, notices, or consents; (f) Client’s or its Authorized Users’ credential or security failures; or (g) allegations that materials supplied or selected by Client infringe intellectual-property, privacy, publicity, or other rights.
MGR will promptly notify Client of an indemnified claim, permit Client to control the defense and settlement with counsel reasonably acceptable to MGR, and provide reasonable cooperation at Client’s expense. Client may not settle a claim in a manner that admits MGR’s fault, imposes nonmonetary obligations on MGR, or fails to release MGR without MGR’s prior written consent.
18. DISPUTE RESOLUTION; GOVERNING LAW
18.1 Good-Faith Resolution.
Before initiating arbitration, a Party will provide written notice describing the dispute and requested relief. Authorized representatives will attempt in good faith to resolve the dispute for at least thirty (30) days, except when immediate injunctive relief is reasonably necessary.
18.2 Arizona Law.
The Agreement is governed by Arizona law, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
18.3 Binding Arbitration.
Except for an eligible small-claims action or a request for temporary or injunctive relief concerning security, confidentiality, or intellectual property, any dispute arising out of or relating to the Agreement will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules by one arbitrator. Arbitration will occur remotely unless the Parties agree otherwise; if an in-person hearing is required, it will occur in Maricopa County, Arizona.
18.4 Fees and Award.
Arbitration fees will be allocated under the applicable AAA rules. The arbitrator may award remedies, attorneys’ fees, and costs only to the extent authorized by the Agreement or applicable law. Judgment on the award may be entered in any court with jurisdiction.
18.5 Jury and Class Waiver.
EACH PARTY WAIVES TRIAL BY JURY. CLAIMS MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION.
18.6 Claim Period.
To the maximum extent permitted by law, a claim arising out of the Agreement must be commenced within two (2) years after it accrued, or it is permanently barred.
19. NOTICES
Notices concerning breach, termination, indemnification, or disputes must be in writing and delivered by personal delivery, nationally recognized overnight service, certified mail, or email with confirmation of transmission to the addresses in the applicable Order. Operational, billing, security, and policy notices may be sent to Client’s then-current account contact. Client must keep contact information current.
Notices to MGR may be sent to MGR Racing, LLC d/b/a MGR Consulting Group, Phoenix, Arizona, and by email to Info@MGRConsultingGroup.com. Security notices should also be sent to Tech@MGRConsultingGroup.com.
20. CHANGES TO POLICIES AND SERVICES
MGR may update these Terms, the SLA, or the AUP to reflect changes in law, technology, providers, security, or operations. MGR will provide at least thirty (30) days’ notice of a material change that reduces Client’s rights or materially increases Client’s obligations, unless a shorter period is reasonably necessary for law, security, or a provider requirement. Continued use after the effective date constitutes acceptance. The version accepted by Client will remain available in MGR’s records.
21. GENERAL PROVISIONS
21.1 Independent Contractors.
The Parties are independent contractors. The Agreement does not create employment, agency, partnership, joint venture, fiduciary, or franchise relationships.
21.2 Force Majeure.
Neither Party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, widespread Internet or utility failures, labor disputes, governmental actions, war, terrorism, civil unrest, epidemics, cyberattacks not caused by the affected Party’s failure to use commercially reasonable safeguards, or failures of providers outside the Party’s reasonable control. This provision does not excuse payment obligations for Services already provided.
21.3 Assignment.
Client may not assign the Agreement without MGR’s prior written consent. MGR may assign the Agreement to an affiliate or in connection with a merger, reorganization, sale of substantially all relevant assets, or transfer of the applicable business, upon notice to Client.
21.4 No Third-Party Beneficiaries.
The Agreement benefits only the Parties and permitted successors and assigns. It creates no rights for website visitors, guests, consumers, vendors, or other third parties.
21.5 Waiver.
A waiver must be in writing and signed by the waiving Party. A waiver of one breach is not a waiver of another.
21.6 Severability.
If a provision is unenforceable, it will be enforced to the maximum permissible extent and the remaining provisions will remain effective.
21.7 Entire Agreement; Purchase Orders.
The Agreement is the entire agreement concerning its subject matter and supersedes prior or contemporaneous communications. Terms in Client purchase orders, portals, or vendor forms do not modify the Agreement unless MGR expressly accepts them in a writing signed by an authorized representative.
21.8 Survival.
Provisions concerning fees, ownership, confidentiality, disclaimers, limitations, indemnification, dispute resolution, and all provisions that by their nature should survive will survive termination.
21.9 Headings; Counterparts.
Headings are for convenience only. Orders may be executed electronically and in counterparts, each deemed an original and together one instrument.
CLIENT ACKNOWLEDGMENT
By accepting an Order that incorporates these Terms, Client acknowledges that it has reviewed and agrees to be bound by the Agreement, including the applicable SLA, AUP, and DPA.