Master Services Agreement

This is the agreement between Synthweave LLC, a Delaware limited liability company trading as Sutton (“Sutton”, “we”), and the business that accepts it (“you”). It sits behind every Sutton engagement. Your own terms, meaning the fee, the scope, the start date and any Success Fee, are on your proposal’s terms page (your “Order Form”).

The short version

Your workEverything we make for you is yours once it’s paid for.
Our AIThe software, AI agents and methods we use to make it stay ours.
Pay upfrontEach month is paid before it starts. No refunds, no proration.
Cancel anytimeIt ends at the close of the month you’ve paid for.
After you leaveWhat you owe for months we worked, and any Success Fee your Order Form commits you to, is still owed.
No guaranteesWe don’t promise results. Neither side claims lost profits, and liability is capped at three months of fees.

The short version is a summary. The sections below are the agreement.

1. Accepting

You accept this agreement and your Order Form by typing your name and ticking the box on your Order Form, by paying at a Sutton checkout that asks you to agree to it, or by signing your Order Form any other way. Each of these is a binding electronic signature. The person accepting confirms they are authorised to bind the business and approve its payments. We keep a record of each acceptance (the documents accepted and a fingerprint of each, who accepted, when, and from where) and email you a copy.

2. Which document wins

If documents disagree, the order is: a signed change, then your Order Form, then this agreement, then the rest of your proposal. A Stripe product description or receipt is a summary and never overrides your Order Form. Everything in a proposal outside its Order Form, including projections, plans and sequences of work, describes how we intend to work. It is not a promise of a result or a fixed list of deliverables.

3. The work

We perform the services in your Order Form. Anything outside them is quoted separately and starts only when you approve it in writing; email is enough. Nothing that changes your ad spend, publishes work in your name, or adds material risk goes live without your approval. You give us the access, data, decisions and help from your team that the work depends on, and we tell you in writing if missing access is costing results. We may use our own staff, contractors and software, including AI, and we stay accountable for all of it. We are an independent contractor; neither side can bind the other.

4. Paying

Upfront. The monthly fee is charged in advance as a subscription, on the same day each month, until the engagement ends. Statements read SUTTON GROWTH.
Payment method on file. You authorise us, through our payment processor, to charge the payment method you used at checkout (or its replacement) for monthly fees, any Success Fee calculated under your Order Form, and expenses you approved. For bank payments, this is part of the mandate you accept at checkout and it covers those variable amounts.
No refunds. A paid month isn’t refunded or prorated. A deposit is credited against your first month, or refunded if we never start.
Ad spend and expenses. You pay for advertising directly and we never take a percentage of it. Expenses are approved by you first and billed at cost.
Late. An undisputed amount more than ten days overdue accrues 1.5% a month (or the legal maximum, if lower). If it is more than fifteen days overdue we may pause the work after telling you; the month still runs.
Taxes. Fees don’t include sales or similar taxes; you pay them where they apply.

5. Success Fees

This section applies only if your Order Form includes a Success Fee. Your Order Form fixes the measure, where it’s read from, the monthly bars as numbers, the rate, the cap, and how the bars reset; they change only if we both agree in writing. Each month’s fee is the rate applied to the amount the measure beats that month’s bar, up to the cap. A month at or under the bar costs nothing, and nothing is clawed back or netted.

The measure is always read the same way as the bars were set, so both sides are counted alike; if your systems or sales channels change, we agree an adjustment that keeps it like for like. By the seventh business day of each month we send the numbers and the source report, and we charge no sooner than five business days later. You have ten business days to dispute a line in good faith; undisputed amounts are charged as scheduled and a statement not disputed in that time is final. You keep giving us read access to the source while a fee can accrue and for sixty days after; if you don’t, we may calculate from the best information we have. A Success Fee accrues for every month we work, including the last, and is payable after the engagement ends. If your Order Form sets a Success Fee term, the fee keeps accruing for every month of that term even if you cancel before it ends, unless we end the engagement or you end it because we seriously broke this agreement. Your read-access duty then runs to the end of that term and sixty days after.

6. Cancelling and leaving

Either side can end an engagement at any time by email, or you can cancel from the billing link on your receipt. It ends at the close of the month already paid for and no further monthly fee is charged. Either side can also end it at once if the other seriously breaks this agreement and doesn’t fix it within ten days of being told. When it ends we hand back access, files and everything that is yours, and you still owe what was earned while we worked together. Sections 4, 5, 7 to 10 and 12 continue after the end.

7. Who owns what

Your work. Everything we create for you under an Order Form, including pages, ads, scripts, emails, flows, audiences, scorecards and the accounts they live in, is yours once it is paid for, and we assign our rights in it to you at that point.

Our AI. We keep our software, AI agents, prompts, models, data pipelines, templates, methods and know-how, and anything we improve in them while working for you. You get a permanent, free licence to use any of it that ends up inside your work, as part of that work. You don’t get access to or rights in the tools themselves. We may use what we learn, only in aggregated form that never identifies you or exposes your data, to improve them.

Your materials. You let us use your brand, content and data as the work needs, and you confirm you have the right to.

We may say you are a client. Showing your specific work or results publicly needs your written OK.

8. Confidentiality

Each side keeps the other’s non-public information confidential, uses it only for the engagement, and shares it only with people who need it and are bound to keep it confidential. That covers your business and customer data, and our methods, pricing and tools. It doesn’t cover information that is public, already known, received from someone free to share it, or independently developed, or that the law requires a side to disclose. Personal data is handled under our Data Processing Agreement, which is part of this agreement. This lasts three years after the engagement ends, and for trade secrets as long as they stay secret.

9. Your products and claims

You are responsible for your products and for the truth and substantiation of every claim made about them, including claims in work we draft that you approve, and for the laws and platform rules that apply to your business. Flagging a risk isn’t legal advice. Ad platforms and payment processors can reject, limit or suspend accounts at any time; we aren’t responsible for their decisions, but we’ll tell you when we see one and help you respond.

10. Results and liability

We don’t guarantee any result, revenue, return on ad spend or growth. Projections are estimates that change as we test, and outcomes depend on things neither of us controls. Beyond what this agreement says, the services come without other warranties. Neither side is liable to the other for indirect or consequential losses, or for lost profits, revenue or data. Each side’s total liability is capped at the fees you paid us in the three months before the claim. These limits don’t apply to fees owed, to breaches of confidentiality, to fraud or wilful misconduct, to your obligations in section 11, or to anything the law doesn’t allow to be limited.

11. Covering each other

You will defend us against third-party claims arising from your products, your claims about them, the materials you gave us, or your breach of the law, and cover the resulting losses and reasonable legal costs. We will do the same for you against third-party claims that work we created infringes someone’s intellectual property, excluding your materials and changes you made. The side asking for cover tells the other promptly and lets it run the defence.

12. General

Hiring. During an engagement and for twelve months after, neither side solicits the other’s people who worked on it without consent. Answering a public job ad doesn’t count.
Law and disputes. Delaware law governs. Before any proceeding, the side with a dispute tells the other in writing and both try in good faith to settle it for thirty days. After that, disputes go to the state or federal courts in Delaware. Either side can go to any court for urgent relief or to collect undisputed fees, and the winner of a collection action recovers reasonable legal costs.
Notices. By email, to the addresses on your Order Form; ours is legal@getsutton.ai.
Changes. We may publish a new version of this agreement. It applies to your engagement only when you accept it, or thirty days after we email it to you if you don’t object; if you object, your version stays in force. Changes to an Order Form need both sides’ agreement, by email or by accepting a new Order Form.
Assignment. Neither side assigns this agreement without consent, except to whoever takes over substantially all of its business; obligations, including Success Fees, go with the business.
The rest. Neither side is liable for delays beyond its reasonable control, except for paying money. Not enforcing a right isn’t a waiver. If a court finds part of this unenforceable, that part is changed as little as needed and the rest stands. This agreement, the DPA and your Order Forms are the whole agreement for the engagements they cover, and for any engagement whose Order Form names this version, they replace the Services Agreement of 11 September 2026.

Questions: blake@getsutton.ai. Earlier version: Services Agreement, 11 September 2026.