Master Service Agreement

Lead Times

This Agreement is entered into and effective by and between Defined Digital (“Company”) and Your Company (“Client”).

WHEREAS Company offers services in accord with the terms of this agreement (“Agreement”), and WHEREAS Client seeks the services provided by Company.

NOW THEREFORE, in consideration of the mutual promises and benefits contained in the agreement, the parties hereby agree as follows:

Services and Payment

Services

During the course of the working relationship, Defined Digital may provide with Your Company website design, website development, graphic design, search engine optimization, content coaching, website hosting, WordPress protection, advertising management, or other digital marketing activities “Deliverables”, to be used in connection with Client’s business.

Payment for Services

Payment of invoices shall be made by credit card, ACH bank transfer.

  • Any recurring subscription fees require a saved payment profile for auto-draft and are due upon receipt.
  • Fees for elective non-project work requested by Your Company are billed at our standard hourly rate ($140 per hour, subject to change).

We use Stripe as our payment processor and Plaid to verify bank accounts for ACH payments.

Clients have the opportunity to join our Client Billing Portal to manage their billing and payment information as well as download customer statements.

After 30-days past due, a late payment fee of 3% per month is assessed to overdue and unpaid balances.

Invoices 90-days past due will be turned over to collections.

Collection Costs

In the event we incur legal fees, cost and disbursements in an effort to collect on our invoices, in addition to the interest on unpaid balances, Your Company agrees to reimburse Defined Digital these expenses.

Dormant Projects

During project work, if Your Company fails to communicate with or respond to our outreach for 30 consecutive days, we will consider the project dormant. A re-engagement fee of 20% of the total project plus the cost of work already completed to date will be required for continuation of work at our discretion. In some cases, the work will need to be re-bid on a new proposal for continuation.

Intellectual Property

Ownership of Intellectual Property

During the course of the working relationship, we may provide Your Company with website design, website development, graphic design, search engine optimization, content coaching, website hosting, WordPress protection, advertising management, or other digital marketing activities “Deliverables”, to be used in connection with Your business. All deliverables provided by Us under this agreement and actually used by for its business shall become the intellectual property of Your Company, so long as Your Company pays all fees due for services. However, We​ retain the right to use or display such deliverables in our portfolio of work, future educational publications, and in the marketing, advertising, or promotion of ‘s services. If for any reason Your Company does not feel comfortable with having their work included in Our portfolio of work, it is Your duty to notify Us.

We may include in the work produced for Your Company under this agreement existing work or materials owned by or licensed to Us. If such work is used in the work produced for Your Company, such use shall constitute a license to use such materials.

All deliverables provided to, but not used by Your Company , shall remain the intellectual property of Us and cannot be used by Your Company for any purpose.

We are not responsible for trademark searches, trademark registration, copyright registration or any other service related to the protection of legal rights in Your Company’s deliverables.

Your Company hereby indemnifies, saves, and holds harmless Defined Digital for any liabilities, damages, losses, costs, or expenses arising out of any claim, demand, or action by a third party alleging infringement arising out of Our use of deliverables provided by Your Company under this agreement.

Responsibilities for Release

Your Company shall obtain and present to Us any releases, licenses, permits or other authorization to use testimonials, copyrighted materials, photographs, art work or any other property rights belonging to third parties obtained for use in performing services for Your Company.

Your Company certifies that they have permission from the rightful owner to use any code, scripts, imagery, data and reports that are provided by Your Company for inclusion in its materials, and will hold harmless, protect and defend Us  from any claim or suit arising from the use of such work.

Limitation of Liability

In no event shall either party have any liability to the other party for any lost profits, loss of use, business interruption, costs of procurement of substitute goods or services, or for any indirect, special, incidental, multiple, exemplary, punitive, or consequential damages however caused and, whether in contract, tort or under any other theory of liability, whether or not the party has been advised of the possibility of such damage and,

In no event shall a party’s liability exceed the fees paid under this agreement, whether in contract, tort or under any other theory of liability.

Warranties

Defined Digital and Your Company each warrant that they are authorized to enter this agreement. Except for this warranty, neither party makes any other warranties, express or implied. Your Company acknowledges that We cannot guarantee any particular results or outcomes from the services provided under this agreement.

Management of Responsibility

Your Company is fully and exclusively responsible for its own business performance and customer satisfaction. In addition, Your Company has full and exclusive responsibility for understanding and ensuring compliance with any regulatory, legal or contractual obligations related to their business. Defined Digital may participate in implementing needed system services and functions, but Your Company is solely responsible for the final outcomes, actions taken and results produced.

Term and Termination

This agreement shall govern all work completed between Defined Digital and Your Company.

Except for reasons of non-performance by either party, this agreement shall remain in effect until formally terminated with a 30-day written notice by either party.

If this agreement is terminated after We commence work under this agreement, any fees paid by Your Company prior to termination will not be refunded, and We reserve the right to seek compensation for work done prior to termination. If this agreement is terminated prior to Defined Digital commencing work under this agreement, any non-refundable deposits paid will not be returned.

Confidentiality

Any and all Client information and data of a confidential nature, including but not limited to any and all design, creative, marketing, sales, finances, accounting, operating, performance, know how, third-party data or information, business and process information shall be treated by Us in the strictest of confidence and not disclosed to third parties or used by Us for any purpose other than for providing Your Company with the services provided without Your Company’s express written consent.

Confidential information shall not include any information which (a) becomes available to the public through no breach of confidentiality by Us , (b) was in Our possession prior to receipt from the disclosure, (c) is received by Us independently from a third party free to disclose such information, or (d) is independently developed by Us without use of the Your Company’s confidential information. Neither party may disclose the terms of this agreement without the other party s prior written approval, unless such disclosure is compelled by a court of law.

“Confidential Information” means information not generally known and proprietary to the Company or to a third party for whom the Company is performing work, including, without limitation, information concerning any patents or trade secrets, confidential or secret designs, processes, formulae, source codes, plans, devices or material, research and development, proprietary software, analysis, techniques, materials, or designs (whether or not patented or patentable), directly or indirectly useful in any aspect of the business of the Company, any vendor names, customer and supplier lists, databases, management systems and sales and marketing plans of the Company, any confidential secret development or research work of the Company, or any other confidential information or proprietary aspects of the business of the Company. All information which Consultant acquires or becomes acquainted with during the period of this Agreement, whether developed by Consultant or by others, which Consultant has a reasonable basis to believe to be Confidential Information, or which is treated by the Company as being Confidential Information, shall be presumed to be Confidential Information.

Independent Contractor

This agreement shall not render Defined Digital and employee, partner, agent of, or joint venture with Your Company for any purpose. Defined Digital is and will remain an independent contractor in its relationship to Your Company.
 
We remain open to conducting similar tasks or activities for entities other than Your Company and holds itself out to the public to be a separate business entity.
 
Defined Digital will be responsible for filing its own tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Your Company shall not be responsible for withholding taxes with respect to Our compensation. We shall have no claim against Your Company for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits or employee benefits of any kind.
 
We reserve the right to use independent subcontractors to provide services to Your Company under this agreement. All such independent subcontractors shall be bound by the terms of this agreement.

Governing Law

Governing Law, Venue, Mediation

This agreement shall be governed by and construed in accordance with the laws of the State of Washington without regard to its choice-of-law or conflict-of-law provisions.

The parties agree that, prior to filing a lawsuit with respect to any dispute, controversy, or claim concerning this agreement (collectively and individually, “Dispute”), they will make a good faith attempt to resolve the dispute, in writing, within 30 business days. If no resolution can be determined, the parties will submit the dispute to mediation, the procedure for which shall be mutually agreed upon by the parties (“Mediation”). The parties agree to share equally any costs or fees resulting from engagement of a mediator and or the hiring of an appropriate forum for the mediation. The parties agree to pay their own individual expenses incurred in the mediation (including, without limitation, the cost of each party’s independent counsel or other representative(s)). Should such mediation fail, the parties agree that the exclusive venue for any unresolved dispute is an appropriate court located within the State of Washington.

Survivor-ship

Any provision of this agreement that, by its terms, is intended to continue to apply after any termination or expiration of this agreement, shall survive such termination or expiration and continue to apply in accordance with its terms.

No Implied Waiver

The failure of either party to insist on strict performance of any covenant or obligation under this agreement, regardless of the length of time for which such failure continues, shall not be deemed a waiver of such party’s right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation under this agreement shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation.

Amendments; Modifications

No amendment, change, or modification of this Agreement shall be valid unless in writing and signed by both Parties.

Severability

If any term, provision, covenant, or condition of this agreement shall be found to be illegal or otherwise unenforceable, this finding shall not invalidate the whole of the agreement. Rather, the remainder of the agreement shall remain in full force and effect, and the offending provision shall be deemed modified or stricken to the extent necessary to render such provision or the rest of the agreement enforceable. The rights and obligations of the parties shall be construed and enforced accordingly, preserving to the fullest extent permissible the parties intent set forth in the original agreement.

Notices

All notices, requests, demands, and other communications required or permitted under this agreement shall be in writing and shall be deemed to have been duly given (i) on the date delivered if personally delivered, (ii) upon receipt by the receiving party if sent by registered or certified mail (first-class mail, postage prepaid, return receipt requested), or (iii) on the date targeted for delivery if delivered by overnight courier, addressed to (a) Defined Digital at 6906 37th Ave SW, Seattle, WA 98126, (b) Your Company at your address. Either party may change the address to which notices are to be sent by written notice of the new address.

Entire Agreement

This agreement constitutes the final and entire agreement between the parties with respect to its subject matter, and supersedes any and all prior and contemporaneous agreements, representations, and or understandings, whether written or oral, between the parties.

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