This Master Agreement (“Agreement”) for Services, ("Services") is effective on the first date of the Initial Kickoff Call, which will constitute the formal commencement of the Agreement, between CPS Graphics Inc. DBA Tambourine (“Tambourine"”), a Florida Corporation, having its principal offices at 100 W. Cypress Creek Rd. #550, Fort Lauderdale, FL 33309, and “Client”.



Client desires to outsource select services, as more specifically defined below, which shall include managed digital marketing services as well as support assistance as necessary in English-only unless otherwise indicated.


Client understands and agrees that Tambourine’s exact Scope of Work and deliverables shall be determined by the specific services listed in the Proposal approved by Client.

Support Service Hours - Tambourine’s online ticket desk is available 24/7/365. Live support is available for Clients located in the continental United States from 9:00am to 6:00pm in the Client’s local time zone, Monday through Friday.  All other Clients’ live support will be determined based on their local time zone and fall within the hours of 9:00am and 9:00pm, Eastern Time, Monday through Friday.

Submitting Support Requests - You can submit a ticket at our customer portal ( or send an email to


Client will provide Tambourine team with its high resolution photography, logos, content and access passwords.  Client has all legal authorizations to publish any images provided to Tambourine. Client represents that those images are owned, licensed or purchased royalty free including any location and model usage rights.  Client indemnifies and holds harmless Tambourine for any claims of unauthorized or improper use of Client images submitted to Tambourine. As part of its services hereign, Tambourine may post images in which case Tambourine references it has authorization to publish any image or content it provides. Client takes responsibility of ensuring any images uploaded by client to Tambourine CMS must be fully licensed by client and will hold Tambourine harmless for any claims of copyright or ownership infringement.

Client will be responsible for providing proof of licensing of any provided or requested brand fonts displayed on client website or digital advertising.

Client understands that unexpected technical delays and outages may occur.  These technical delays may be a result of a multitude of causes including internet service provider (ISP) issues, power failures, viruses and other unforeseen disruptions in service.  Client acknowledges that Tambourine has no control, ownership or responsibility for any such failures and is not liable for any business losses of any kind, including bookings losses which may occur during such failures.

Client will respond to material requests or requests for approvals WITHIN TWO (2) BUSINESS DAYS. These requests are necessary to allow for the performance of the services expressed in this agreement. Failure to respond to Tambourine requests within this time period shall be deemed an implied approval by Client. Failure to respond to Tambourine requests/proofs/approvals may delay various services provided as part of the Tambourine Agreement.


Tambourine’s services are subject to monthly subscription fees (“Monthly Fee”). The Agreement is a month-to-month subscription, commencing on the Effective Date and automatically renewing each month, until termination of this Agreement. Tambourine will directly charge Client’s approved Monthly Fees to credit card on file or authorized bank debit via ACH.  If requested, specific wire payment instructions will be provided to Client. Client will never receive a request from a non-Tambourine employee or entity to alter or modify the payment terms for any wire payment. If Client receives what appears to be a directive to change the wire instructions, please contact Tambourine Accounting directly via telephone at (954) 975-2220 to verify.  If Client does not exercise due care and provides wire payments to alternative payors, the obligations under this Agreement remain in full force and effect and no credit or reimbursement will be payable by Tambourine.

All Monthly Fees are non-refundable and must be paid in advance. Tambourine's obligations under this Agreement and/or any Attachment shall be conditional upon Client's fulfillment of its payment obligations. If Monthly Fees are not paid within 30 days of the due date, Tambourine reserves the right to suspend all services until payments are received and/or apply available funds, including media or advertising funds, to outstanding subscription fee balance.

Should Client choose to pay using an accepted credit card, Client agrees not to request or impose any "stop payments" or contested charges for services provided. If Client has concerns regarding charges, the parties agree to a thirty (30) day resolution period to discuss and resolve any disputes. If the parties are unable to resolve the dispute within the resolution period, it will result in an immediate termination of the parties’ obligations consistent with Paragraph 5 and all related terms of this Agreement.

To the fullest extent permitted by law, Client waives all claims relating to charges unless claimed within sixty (60) days after the charge. All payments of Monthly Fees, and any other payments payable pursuant to this Agreement, must be made in United States Dollars. Nothing in this Agreement obligates Tambourine to extend credit to any Client. Tambourine may suspend or cancel Client’s account for any failure to pay in full and/or to pay on time.


Unless contractually agreed otherwise, this Agreement shall commence upon the Date of the Onboarding Call and shall be automatically renewed on the 1st of each month.  Termination may not occur in the first thirty (30) days of Agreement. Notice of cancellation must be submitted in writing at least 30 days in advance of termination of services.  Tambourine may immediately terminate this agreement in the event Client fails to perform its obligation for payment. All services, systems, digital campaigns and processes delivered as part of this Agreement are the sole property of Tambourine and upon termination, all services, systems and processes are retained by Tambourine. Client understands and accepts its obligation to pay all fees due to Tambourine through the date of Termination, regardless of whether Tambourine or Client terminates this Agreement. When Client gives its Notice of Termination, all outstanding invoices and fees are due immediately. If outstanding fees remain unpaid five (5) business days after notice of termination, Tambourine reserves the right to terminate all services.


Tambourine and Client each agree to indemnify, defend and hold the other harmless against any action by the other Party. Both parties will not assume and should not be exposed to the business and operational risks associated with either party's business, and both parties therefore agree to indemnify, defend and hold each other harmless from any and all third party claims, actions, damages, liabilities, costs and expenses (including attorneys’ fees and expenses) arising out of or related to the conduct of each party's business, including, without limitation, the use by Client of the Services in this Agreement.  Notwithstanding anything in the Agreement to the contrary, neither party shall indemnify the other party for any claims, actions, damages, liabilities, costs and extensions due to the negligence, intentional misconduct, or breach of the Agreement by the indemnified party or the indemnified party’s employees or contractors.

Regarding The General Data Protection Regulation (GDPR) enacted in the EU and the California Consumer Privacy Act (CCPA). In providing the Services to Client pursuant to this Agreement, Tambourine may collect and process Personal Data on behalf of CLIENT. Tambourine will make commercially reasonable efforts to comply with GDPR and CCPA with respect to its processing of any Personal Data.

CLIENT, as Controller of all guest/customer data, shall be responsible for ensuring that (a) it has complied, and will continue to comply, with all applicable laws relating to privacy and data protection, including EU Data Protection Legislation and California Data Protection Legislation ; and (b) it has, and will continue to have, the right to transfer, or provide access to, the Personal Data to Tambourine for processing in accordance with the GDPR and CCPA.

Tambourine employs intrusion detection systems, vulnerability and PCI compliance scanning from leading security providers to ensure Tambourine servers are protected and secure. However, there is no organization, commercial or governmental, in operation today that can declare that their security can never be breached. We continue to treat this subject as a very high priority in order to prevent any type of malicious attacks. We have physical, electronic, and procedural safeguards which protect your account and website.




In connection with the Services performed under this Agreement, the parties may have access to the other party’s Confidential Information. “Confidential Information” means non-public information that the disclosing party designates as being confidential or which under the circumstances surrounding disclosure ought to be treated as confidential and information received from others that the disclosing party is obligated to treat as confidential. Confidential Information includes, without limitation, information relating to the disclosing party's software or hardware products which may include source code, data files, documentation, specifications, databases, networks, system design, file layouts, tool combinations and development methods, as well as, information relating to the disclosing party's business or financial affairs, which may include business methods, marketing strategies, pricing, competitor information, product development strategies and methods, Client lists and financial results. Confidential Information includes all tangible materials which contain Confidential Information whether written or printed documents, computer disks or tapes whether Client or machine readable. The parties agree to maintain the confidentiality of the Confidential Information and to protect as a trade secret any portion of the other party's Confidential Information by preventing any unauthorized copying, use, distribution, installation or transfer of possession of such information. Each party agrees to maintain at least the same procedures regarding Confidential Information that it maintains with respect to its own Confidential Information, but in no event less than a reasonable standard of care. Without limiting the generality of the foregoing, neither party shall permit any of its personnel to remove any proprietary or other legend or restrictive notice contained or included in any material provided by the disclosing party and the receiving party shall not permit its personnel to reproduce or copy any such material except as expressly authorized hereunder. A party’s Confidential Information may only be used by the other party in order to fulfill its obligations under this Agreement.

Exceptions - Confidential Information shall not include any information that: (a) is already known to be free of any obligation to keep it confidential; (b) is or becomes publicly known through no wrongful act of the receiving party or its affiliates; (c) is received by the receiving party from a third party without any restriction on confidentiality; (d) is independently developed by the receiving party or its affiliates; (e) is disclosed to third parties by the disclosing party without any obligation of confidentiality; or (f) is approved for release by prior written authorization of the disclosing party; (g) is used as evidence by either party to this agreement in any legal disputes, including arbitration and mediation.

Residual Rights - Each party acknowledges that the other may, as a result of its receipt of or exposure to the other party’s Confidential Information, increase or enhance the knowledge and experience retained in the unaided memories of its directors, employees, agents or contractors. Notwithstanding anything to the contrary in this Agreement, each party and its directors, employees, agents or contractors may use and disclose such knowledge and experience in such party’s business, so long as such use or disclosure does not involve specific Confidential Information received from the other party. The disclosing party will not have rights in such knowledge and experience acquired by the recipient party, or rights in any business endeavors of the recipient party which may use such knowledge and experience, or rights to compensation related to the recipient party’s use of such knowledge and experience.

Survival of Obligation - The terms and provisions of this Section shall survive any expiration or termination of this Agreement.


All worldwide intellectual property rights associated with any ideas, concepts, techniques, processes or other work product created by Tambourine during the course of performing the Services shall belong exclusively to Tambourine, and Client shall have no right or interest therein. Tambourine will retain all right, title and interest in and to all software development tools, know-how, methodologies, processes, technologies, pay-per-click campaigns, platforms or algorithms used in providing the Managed Services which are based on trade secrets or proprietary information of Tambourine or are otherwise owned or licensed by Tambourine. Licenses will not be deemed to have been granted by either party to any of its patents, trade secrets, trademarks or copyrights except as otherwise expressly provided in this Agreement. Nothing in this Agreement will require Tambourine or Client to violate the proprietary rights of any third party in any software or otherwise.  Client shall retain all of its intellectual property rights in any text, images or other components it owns and supplies to Tambourine for use in providing Managed Services. Tambourine is the exclusive owner of all website source code and website design. Software tools used for website ripping, scrapping and copying for the sole intent of removing the website from Tambourine’s proprietary platform is prohibited and in violation of this agreement. Any attempt to do so will be immediately reported and prosecuted as cyber theft to the local authorities and prosecuted to the fullest extent of the law.


Tambourine is a vendor of Client. Neither Tambourine nor Client are, or shall be deemed for any purpose to be, employees or agents of the other. Neither party shall have the authority to bind the other to any contract or obligation.


Neither party shall assign its rights or obligations under this Agreement without the prior written consent of the other party, which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, either party may assign this Agreement to an entity who acquires substantially all of the stock or assets of such party; provided that consent will be required in the event that the non-assigning party reasonably determines that the assignee will not have sufficient capital or assets to perform its obligations hereunder. All terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted transferees, successors and assigns.


This Agreement shall be governed by and construed in accordance with the laws of the state of Florida. All claims between the parties, except for claims for equitable relief, including restraining orders, will be subject to arbitration before a single arbitrator and administered according to the regulations of the American Arbitration Association (AAA). Both parties agree to equally split the arbitrator’s and AAA’s arbitration fees and costs (although the filing party shall be solely responsible for the initial filing fee). Both parties agree to waive trial by jury as to any and all legal claims including allegations of breach of contract, non-payment, and termination. The Arbitrator’s decision shall be binding on the parties. The prevailing party in the arbitration shall be entitled to collect from the other party all costs and fees incurred in the arbitration and reasonable attorneys’ fees.


Each party acknowledges that it has read this Agreement and further agrees that the Agreement is the complete and exclusive statement of the parties and supersedes and merges all prior proposals, understandings, and agreements, oral or written, between the parties relating to the subject matter hereof, including without limitation, the terms of any Client request for proposal. Tambourine reserves the right to amend the terms and conditions set forth in this Agreement before or after any subsequent contract is entered into by the Parties.


In the event any one or more of the provisions of this Agreement or of any exhibit is held to be invalid or otherwise unenforceable, the enforceability of the remaining provisions shall be unimpaired.


Tambourine shall not be responsible for failure to perform under this Agreement when its failure results from any of the following causes: Acts of God or public enemies, civil war, insurrection or riot, fire, flood, explosion, hurricanes, earthquake or serious accident, strike, labor trouble or work interruption, loss of an IP address or other disruption to Internet connection, or any cause beyond its reasonable control.


Accreditation: Tambourine shall be entitled to place accreditation, as a hyperlink or otherwise, in the form, size and location as incorporated by Tambourine, including on each page of the final product.

Promotion: Tambourine retains the right to reproduce, publish and display the Deliverables in Tambourine's portfolios and websites, in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses

Promotional Approval: Either Party, subject to the other's reasonable approval, may describe its role in this Agreement on its website and in other promotional and marketing materials, and, if not expressly objected to, include a link to the other party's website.



Service Level: If the availability of customer’s website is less than 98%, If the website availability is less than 98% at any time in a trailing 12-month period, Tambourine will credit the customer 5% of the monthly fee for each 60 minutes of downtime in excess of the allowable amount of downtime (up to 100% of customer’s monthly fee for the affected website).

Exceptions: Customer shall not receive any credits under this SLA in connection with any failure or deficiency of availability caused by or associated with:

A. circumstances beyond Tambourine’s reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, armed conflict, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of or interruption or delay in telecommunications or third party services, virus attacks or hackers, failure of third party software (including, without limitation, ecommerce software, payment gateways, chat, statistics or free scripts) or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of this SLA;

B. scheduled maintenance, emergency maintenance and upgrades (emergency or scheduled);

C. DNS issues outside the direct control of Tambourine;

D. false SLA breaches reported as a result of outages or errors of any Tambourine measurement system; customer’s acts or omissions (or acts or omissions of others engaged or authorized by customer), including, without limitation, custom scripting or coding (e.g., CGI, Perl, HTML, ASP, Ruby, PHP, Python etc), any negligence, willful misconduct, or use of the Services in breach of Tambourine’s Terms and Conditions and Acceptable Use Policy;

E. DNS (Domain Name Server) Propagation;

F. outages elsewhere on the Internet that hinder access to your account.

Tambourine is not responsible for browser or DNS caching that may make your site appear inaccessible when others can still access it. Tambourine will guarantee only those areas considered under the control of Tambourine: Tambourine server links to the Internet, Tambourine’s routers, and Tambourine’s servers.


Client will redirect Domain Name Service ("DNS") to Tambourine server for the duration of the Agreement. Failure to redirect DNS will delay launch of Services.

Client will provide Tambourine team specific booking engine links at least two (5) business days before any booking promotions are required to go live.


Upon termination, Client will receive all content and images they have provided to Tambourine, including any images or fonts Client is licensed for. In addition, Client will be eligible to receive all native PhotoShop files for website design and all written content created by Tambourine on behalf of Client. Any stock images or fonts licensed by Tambourine cannot be released unless the Client procures their own license for the content. In order to maintain eligibility for Tambourine-created files and content, Client must be current on all subscription fees and: A) if the termination date is at least 24 months after the launch of the initial website design (or any subsequent redesign), a one-time payment of $4,950.00 (USD) will be required to release materials described above or B) if the termination date is less than 24 months from the launch of the initial website design (or any subsequent redesign), the payment required to release the materials described above will be $4,950.00 (USD) plus a fee of $995.00 per month for each month remaining until the end of the 24th month from the launch of the initial website design (or any subsequent redesign).


Client is eligible for a website redesign 24 months from the launch of the current website at no additional charge.  If a Client wishes to redesign their current site prior to this date, they can do so for a one-time project fee equal to $995.00 times the amount of months remaining to satisfy the 24-month requirement.

Tambourine is committed to ongoing maintenance and optimization all client websites to ensure continued performance in line with the industry standards and best practices.  If performance deteriorates 10% or more from the median range of the Tambourine portfolio, Client will be considered for a redevelopment/redesign project at a reduced rate prior to the 24-month window expiring and subject to Tambourine approval.

A website will be considered to be redesigned if one or more of the following occur:

  • Modification of the sitemap of a current site.
  • Modification of the overall aesthetic of a homepage and/or internal pages to match new brand guidelines.
  • Modification of the layout of the homepage and/or internal pages.
  • Full rebuild or replacement of the current site within the CMS.

Regardless of the timing of the redesign, Client understands that all website redesigns are governed by the following parameters:

  • Resource allocation for a redesign is based on availability and there are no project timeline commitments or guarantees.
  • There can be no more than ten (10) redesigns actively in process at one time.  Client will be added to a waiting list until space becomes available.
  • Client agrees not to terminate their agreement earlier than one (1) year from the date of the launch of the newly redesigned website.

Web Content Accessibility Guidelines (WCAG)

Tambourine agrees that the Website or mobile app (not including any third party content or software on the Website) will make every effort to conform to the Web Content Accessibility Guidelines (WCAG) version 2.0 levels A and AA or whatever the current standard is (the “Accessibility Standard”) unless technically infeasible, in which case it will notify Client it is technically infeasible. Tambourine will provide to client a WCAG Conformance Report at the client’s request. To the extent any aspect of the Website (not including any third party content or software on the Website) does not conform to the Accessibility Standard because of technical infeasibility, Tambourine shall identify those instances of non-conformance to the client so that the parties can reach an agreement on how to address the issue.

Tambourine agrees to conduct regular testing and monitoring of the Website to ensure that it continues to conform to the Accessibility Standard, including annual audits of the website using both automated testing and manual testing of common user journeys on the Website by simulating blind persons using screen reader software. Additional audits can be conducted by request at Client’s expense.



  • Research and Analysis
  • Developing URL Structure
  • Redirects setup
  • Building SEO Keyword Map
  • Creation of Metadata 
  • SEO Health Monitoring Setup
  • Schema Markups - Primary Pages
  • Google My Business setup, verification, and configuration
  • Site Indexing
  • Local Directory Setup 
  • 30 Day Post Launch QA 


  • 404 error monitoring
  • SEO Health Monitoring
  • Redirects setup
  • Basic Google My Business Maintenance upon request up to 1 hour per month
  • Organic Web Traffic Monitoring
  • Google Search Algorithm Adaptation
  • Local Directory Protection (if applicable)
    • Submission Management to 100+ Directories
    • Submission Management to 100+ Directories


  1. Tambourine has no control over the policies and ranking algorithms of search engines with respect to the type of sites and/or content that they accept now or in the future. Client’s web site may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory.
  2. Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms, and other competitive factors, Tambourine does not guarantee No.1 positions or consistent top 10 positions for any particular keyword, phrase, or search term.
  3. Google has been known to hinder the rankings of new websites (or pages) at their discretion. As such, Tambourine assumes no liability for ranking, traffic, indexing issues and consequently, client should not have unrealistic expectations about rankings, traffic and revenues.
  4. A website search engine ranking can fluctuate any day, any time because of on-going changes in the ranking algorithm, SEO efforts made by the competitors or both.
  5. Tambourine makes no guarantee/warranty of project timeline or success if the SEO work is destroyed either wholly or in parts, either knowingly or unknowingly by any party other than Tambourine or without the prior consultation of Tambourine. SEO work is considered to be destroyed either wholly or in parts if following changes (but are not limited to) are made to a website by any party other than Tambourine or without first consulting Tambourine:
    1. a. Changes in the file(s) or folder(s) name
    2. b. Putting a file in a different folder or putting a folder in another folder or sub domain
    3. c. Making changes in the head section of a document like changing the text in the title tag, removing certain HTML tags required for site authentication.
    4. d. Deleting a link, folder, file, web document or sub domain.
    5. e. Modifying text on a web document like changing the formatting of the text or repositioning the text.
    6. f. Removing analytics code from the web page which is used to track website traffic.
    7. g. Linking out to any website without prior consultation of Tambourine
    8. h. Adding a file, folder, web document, widget or any functionality.
    9. i. Renaming URLs of existing web documents.
    10. j. Taking down the website or part of the website.
    11. k. Renaming, re-locating, adding or removing any file, folder or sub domain on a web server including web documents, robots.txt, .htacess file, sitemap.xml, rss.xml etc
    12. l. Changes in the site architecture
    13. m. Changes in the anchor text
    14. n. Making any changes on an optimized web page
  6. Tambourine makes no guarantee/warranty of project timeline or success if:
    1. a. The client fails to resolve Tambourine queries on time.
    2. b.Make delays in providing required access, documents, permissions or any support for Search Engine Optimization purpose
    3. c.Fail to make necessary changes on the website as and when advised by Tambourine or carrying out the Search Engine Optimization services
    4. d. There is a server outage for prolonged time on client’s site.
  7. Tambourine is not responsible for the Client overwriting SEO work. The Client will be charged an additional fee for re-constructing, re-optimizing content/web.
  8. Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Tambourine for inclusion on the website above are owned by Client, or that Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend Tambourine and its subcontractors from any liability or suit arising from the use of such elements.



  • Account setup and configuration
  • On-going management and optimization
  • Program launch in 30 business days
  • Banners are limited to one (1) set of static banners, required sizes based on channel best practices. HTML 5 or any style of animated banner ads available per Tambourine’s discretion.

Note: If media is directed towards assets (websites, etc.) that are not managed by Tambourine, tracking code will be provided to Client for implementation by their website vendor


Potential campaigns include but are not limited to the following:


  • Google Branded Search Campaign
  • Bing Branded Search Campaign 
  • Google Hyper Local
  • Meta Search Advertising


  • Google RLSA (Remarketing list for search ads)
  • Facebook/Instagram Offer Ad
  • Google Display Remarketing


  • Adara on Facebook 
  • Google Non-branded Search 
  • Expedia Travel Ads 
  • TripAdvisor Sponsored Placement 
  • Google Display In Market Ads 
  • Google Display Custom Intent

Depending on the campaigns selected, Tambourine will perform one-time optimization of the corresponding channels:

  • Yelp Enhanced Profile Setup (includes 10 image curation, optimized CTAs, NAP analysis) 
  • Facebook Profile (If needed, logo and cover photo optimization and NAP analysis)
  • Instagram Profile (If needed, logo and one-time 33 image designed/curated feed)

Terms and Conditions

  • Advertising/Media spend NOT included
  • Campaign minimums apply
  • Deposit in the amount of 10% of the annual media spend is required before media can be placed
  • Tambourine approval required to place media spend without a deposit on file
  • Media spend will be billed in arrears and due on receipt on a monthly basis
  • Recurring ACH approval is required
  • Program scope is based on the projected annual media indicated in the proposal (Scope changes may apply if annual media spend changes)
  • Client understands that over/under spends of up to 5% of annual spend are to be expected

Additional Fees

  • Video/Animated graphics (MP4, etc.) available for additional creative fee of $500/mo per instance
  • Meta Search Advertising requires a one-time $500.00 setup fee and an additional $250.00 monthly connection fee
  • Yelp Advertising requires additional $200.00 monthly enhanced listing fee
  • If an Ad Server required, pass through costs not included