For Managed & GBP Launch clients · Last updated: September 2026
About \"No Contracts\": Our pricing page says \"No contracts, cancel anytime\" — that refers to our SaaS subscription plans (Starter, Pro, Auto-Pilot), which are month-to-month with no commitment. This MSA applies only to our Managed and GBP Launch services, which involve setup fees and done-for-you labor that require a formal agreement.
Legal Notice: This MSA template is provided for managed service clients. Have your attorney review and customize it before signing. Replace all bracketed placeholders with actual values.
This Master Services Agreement ("MSA") governs the provision of managed services by Pera Reply, Inc. ("Pera Reply" or "Service Provider") to [Client Name] ("Client"). This MSA applies to the Managed plan and GBP Launch services. SaaS subscription plans (Starter, Pro, Auto-Pilot) are governed by the Terms of Service and do not require this MSA.
Pera Reply shall provide the following services as described in the applicable Statement of Work (SOW) or order form: (a) Managed review response management — drafting, editing, and posting responses to client's online reviews; (b) GBP Launch — Google Business Profile creation, optimization, and ongoing maintenance; (c) Reputation monitoring and reporting; (d) Any additional services agreed upon in writing. Each SOW shall specify deliverables, timelines, and fees.
Pera Reply commits to the following service levels for managed clients: (a) Review responses drafted within 24 hours of receipt during business days; (b) Monthly performance reports delivered by the 5th of each month; (c) Response time to client inquiries within 1 business day; (d) 99.9% platform uptime. If service levels are not met for two consecutive months, Client may request a credit equal to 10% of the monthly fee.
Client shall pay all fees as specified in the applicable SOW or order form. Setup/onboarding fees are invoiced upon execution and are non-refundable. Monthly recurring fees are billed in advance on the 1st of each month. Annual fees are billed annually in advance. Invoices are due within 15 days of issuance. Late payments accrue interest at 1.5% per month or the maximum permitted by law, whichever is less.
This MSA is effective as of [Effective Date] and continues until terminated by either Party with 30 days' written notice (Managed plan) or as specified in the SOW (GBP Launch). Either Party may terminate immediately for material breach that remains uncured 15 days after written notice. Upon termination: (a) all outstanding fees become immediately due; (b) Client's data is available for export for 90 days; (c) Pera Reply may delete all Client data after 90 days. Setup fees are non-refundable upon termination.
Both Parties agree to protect each other's confidential information as defined in the Mutual NDA executed between the Parties, or if no NDA exists, as defined in the Terms of Service. Confidentiality obligations survive termination for three (3) years. See our NDA Template for the standard agreement.
Pera Reply retains all rights to the platform, AI models, response generation logic, and proprietary tools. Client retains all rights to its business data, customer reviews, and brand voice configurations. Pera Reply may use aggregated, anonymized data for product improvement. Any custom work product created specifically for Client (e.g., custom templates) is assigned to Client upon full payment.
Both Parties comply with applicable data protection laws including GDPR and CCPA. Pera Reply processes Client data as a Processor on behalf of Client (Controller). The Data Processing Agreement (DPA) governs the specifics of data processing. See our DPA Template for the standard agreement.
Pera Reply warrants that services will be performed in a professional, workmanlike manner consistent with industry standards. Pera Reply does not guarantee: (a) specific review ratings or improvements; (b) specific search ranking positions; (c) removal of negative reviews; (d) any particular business outcomes. AI-generated responses are suggestions and should be reviewed by Client before posting. Client is responsible for the accuracy of business information provided to Pera Reply.
Each Party's total liability under this MSA shall not exceed the fees paid by Client in the three (3) months preceding the claim. Neither Party shall be liable for indirect, incidental, special, or consequential damages, including lost profits, lost data, or business interruption. This limitation does not apply to: (a) breach of confidentiality; (b) infringement of intellectual property; (c) gross negligence or willful misconduct; (d) data protection violations.
Pera Reply shall indemnify Client against third-party claims arising from Pera Reply's gross negligence or willful misconduct. Client shall indemnify Pera Reply against claims arising from Client's inaccurate business information, unauthorized content, or breach of this MSA. The indemnified Party shall promptly notify the indemnifying Party and cooperate in the defense.
Pera Reply is an independent contractor, not an employee, agent, or partner of Client. Nothing in this MSA creates a partnership, joint venture, or agency relationship. Pera Reply is responsible for its own employees, taxes, and insurance.
This MSA is governed by the laws of the State of Ohio, without regard to conflict of law principles. The Parties shall attempt to resolve disputes through good-faith negotiation. If unresolved within 30 days, disputes shall be submitted to binding arbitration in Columbus, Ohio, under the AAA Commercial Arbitration Rules. The prevailing Party shall recover reasonable attorney fees and costs.
This MSA, together with any SOWs and the Terms of Service, constitutes the entire agreement between the Parties. It may be amended only in writing signed by both Parties. If any provision is unenforceable, the remaining provisions continue in effect. Notices shall be sent to the addresses specified in the SOW. This MPA binds and benefits the Parties and their successors and permitted assigns.
Pera Reply, Inc.
[Client Name]