This Master Service Agreement (“Agreement”) is between Marketing Enigma AI, operated by Red Cotinga Holding LLC (“ME AI” or “Company”), and the client who signs or accepts this Agreement (“Client”). Together referred to as “the parties”.
This Agreement is between:
ME AI will deliver the services described in the proposal, email confirmation, or statement of work provided to the Client (“Services”). Exact scope is confirmed separately for each engagement. This Agreement sets the terms that apply to all such work.
If there is any conflict between this Agreement and a specific proposal or statement of work, the proposal or statement of work takes precedence.
3.1 Billing. Retainer fees are billed monthly in advance. Payment is due on the 1st of each month.
3.2 Grace period. There is a 14-day grace period from the due date. If payment is not received within 14 days, ME AI may suspend all Services until the account is brought up to date.
3.3 Start of work. No work begins until the first payment has cleared. This applies at the start of the engagement and after any lapse in payment.
3.4 No refunds. Fees are non-refundable once a billing period has started and work has commenced, unless ME AI materially fails to deliver contracted Services.
Each retainer engagement has a minimum term:
If the Client ends the engagement before the minimum term is complete, the remaining monthly fees for that term become due in full immediately. This is not a penalty — it reflects the work already planned and allocated.
After the minimum term, either party may end this Agreement by giving 30 days’ written notice. Email is sufficient. The Client remains responsible for fees through the last day of the notice period.
Cancellation requests must be sent to hello@marketingenigma.ai.
6.1 Work delivered to the Client. All content, code, pages, and systems built specifically for the Client become the Client’s property once all fees have been paid in full.
6.2 ME AI tools and methods. Any proprietary ME AI methodologies, frameworks, templates, AI prompts, code libraries, and reusable tools remain ME AI’s property at all times. The Client receives a perpetual, non-exclusive licence to use the delivered work, but not the underlying tools or methods used to build it.
6.3 Client content. The Client retains all rights to content, data, and materials they provide to ME AI. The Client grants ME AI a limited licence to use those materials solely to deliver the Services.
Both parties agree to keep each other’s confidential information private. This includes business strategies, technical systems, client data, pricing, methodologies, and anything described as confidential.
Confidential information may only be used for the purpose of this engagement, and may not be shared with third parties without prior written consent. These obligations apply for the duration of the Agreement and for 2 years after it ends.
These confidentiality terms are consistent with, and incorporated into, any Mutual NDA signed between the parties. If no separate NDA has been signed, this clause applies as the full confidentiality agreement.
ME AI applies best-practice methodology and works diligently to improve the Client’s AI visibility and search presence. However, ME AI makes no guarantee of specific results, including AI citation counts, search rankings, or traffic levels.
AI engine behaviour, algorithm changes, and market conditions are outside ME AI’s control. Results will vary by industry, competition, and website starting point.
ME AI’s total liability to the Client — for any claim, under any legal theory — is capped at the total fees paid by the Client in the 6 months immediately before the claim arises.
ME AI is not liable for indirect, consequential, or incidental losses, including lost revenue or lost opportunities, even if ME AI was warned such losses were possible.
Either party may end this Agreement immediately if the other party materially breaches it and does not fix the breach within 14 days of written notice.
Examples of material breach include: failure to pay fees after the grace period; use of ME AI’s confidential information outside the agreed purpose; or failure to deliver contracted Services without reasonable cause.
This Agreement is governed by the laws of Poland. Any disputes will be resolved under Polish law and in Polish courts, unless both parties agree otherwise in writing.
This Agreement, together with any proposal or statement of work, is the complete and entire agreement between the parties on the subject of the Services. It replaces any earlier discussions, promises, or agreements. Any changes must be confirmed in writing by both parties.
Questions about this agreement?
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