Master Services Agreement

INTRODUCTION

In this document we address the legalities that apply to every project CauseLabs, PBC takes on. This allows us to create Proposals and Statements of Work that are less verbose and don’t require you to suffer through the same provisions over and over again throughout our relationship.

While we try to keep things in plain english as much as possible, there is some unavoidable legalese. We have no desire to trick you into signing something that you don’t understand. If you need assistance translating, just ask and we will do our best to clear things up.

Occasionally in this document you will see an FYI. These are helpful tips that we offer from our experience of working with clients and seeing website projects through to completion. You may also frequently see some italicized, bold, underlined or uppercase text that designates an important point we don’t want you to miss.

Let’s get to it…

1. General

You (the “Client” or “You”) are hiring us, CauseLabs, PBC (the “Company” or “We” or “Us” or “Our”), to provide services as described and agreed to in a Statement of Work. In the event of any conflict between the terms of any Statement of Work and the terms of this Master Services Agreement (the “Agreement”), the terms of the Agreement shall control.

2. Services

a. Statements of Work

Additional terms, such as the services and deliverables to be provided, the schedule for the delivery and the amount of fees payable are set forth on the Statement of Work (the “SOW”) which is hereby incorporated herein by this reference and may, from time to time, be amended upon the written consent of both parties.

Any services outside the scope of the SOW or changes to previously approved work requested by the Client shall be the subject of an additional SOW or Change Order to be approved in writing by both parties. Each such additional SOW or Change Order is hereby incorporated herein by this reference.

b. Services and Deliverables

Statements of Work should contain descriptions of the services and a description of any deliverables (the “Deliverables”) to be provided by Company, Company’s compensation (“Project Costs”), additional terms and conditions, if any, applicable to a particular engagement and such other details as the parties deem appropriate.

c. Scheduling & Timelines

We maintain an active queue of work and we do not place your project in that queue until your initial payment has been received.

A Statement of Work may provide an estimated schedule for completion of the Services required thereunder (the “Schedule”). Client and Company expressly acknowledge and agree that any Schedules shall not be considered firm or fixed performance dates, are only to be regarded as estimated beginning and completion dates for the tasks and activities to be performed hereunder, and are expected to be revised during the term of any engagement.

Because of our workload, projects requiring an “Expedited” or “Emergency” timeline will incur a markup of the total project cost. This increase is necessary to cover the overtime necessary to complete your project in the timeframe you require.

Failure of Client to meet their timeline obligations as outlined in the Statement of Work will result in the project being placed in a hold status and will require an amended Statement of Work with revised timelines be agreed upon by both parties.

d. Changes

Should requested changes during the course of a Statement of Work fall outside of the scope and approved Deliverables, Schedule or Project Cost, Client will have an opportunity to review Company’s advice, considerations, approach, and Level of Effort (“LOE”) estimates in order to prioritize the Services. The parties shall negotiate in good faith a reasonable and equitable adjustment in each or any of the applicable Costs, Deliverables, Services, or Schedules. Both parties will mutually agree in writing (via email or a signed contract addendum) on any amendments (“Change Order”) made to the original Statement of Work. Each Change Order will be subject to the terms and conditions of this Agreement.

e. Primary Point of Contact

Each party shall designate a representative to be the primary point of contact between the parties for all matters relating to a Statement of Work.

f. Client Obligations

Client acknowledges and agrees that Company’s ability to successfully perform the Services in a timely manner is contingent upon its receipt from Client of the content, media, data, assets, materials, resources, other information and assistance requested (the “Client Information”). Company shall have no liability for deficiencies in the Services or Deliverables, or failure to meet any Schedule, resulting from the acts or omissions of Client, its agents or employees or performance of the Services in accordance with Client’s instructions.

g. Reliability of Client Information

Client acknowledges and agrees that Company may, in performing its obligations pursuant to this Agreement, be dependent upon or use Client Information furnished by Client without any independent investigation or verification thereof, and that Company shall be entitled to rely upon the accuracy and completeness of such information in performing the Services.

h. Nonexclusive

Client acknowledges that Company provides services to other clients and agrees that nothing in this Agreement shall be deemed or construed to prevent Client from carrying on such business or developing for itself or others materials that are competitive with those produced as a result of the Services provided hereunder, irrespective of their similarity to the Services and Deliverables provided hereunder.

3. Copyrights

Client is responsible for securing the appropriate license for any assets You provide to Us. You assume the full risk of liability for the use of those assets including images, video, and/or fonts. If you are in doubt of the licensing status of an asset, contact the original creator before providing it for us to use in your project.

You agree not to include any images on your website (like those found on Google’s image search) without securing approval from the copyright holder for the image or determining that the image is in the public domain.

The costs for licensing third-party assets is not included in the SOW and is billable on the final project invoice.

4. Theme and Plugin Licenses and Updates

One of the great strengths of WordPress is its immense ecosystem of third-party themes and add-on software (“Plugins”). Many of the Plugins we use are free. However, we often use premium WordPress Plugins that require an annual licensing fee for ongoing updates and technical support. We will provide a list of any premium Plugins used so that You can obtain a license from the plugin author to continue receiving updates.

Plugins used on your website are provided at their current software version. Unless specifically outlined in the Statement of Work, we do not provide support for any third-party plugin.

5. Consideration & Compensation

a. Project Fees

In consideration of the development and/or maintenance services to be provided hereunder, Client will pay Company all fees identified under the Statement of Work attached as Exhibit A, or any other such additional Statement of Work executed by the parties pursuant to this Agreement (the “Project Fees” or “Project Costs”).

b. Payments

Client will pay the Project Fees to Company according to the terms set forth in the applicable Statement of Work, if the Statement of Work does not provide payment terms, all Project Fees are due upon execution of the Statement of Work and this Master Services Agreement. In no event will any payment under this Agreement be contingent on receipt of any monies or other compensation by the Client.

If an invoice goes unpaid after the invoice due date, Company may suspend performance of services and withhold delivery of materials until payment in full of all amounts due. Once the invoice is paid in full an amended Statement of Work accounting for any delays must be agreed upon prior to resuming the project. Company shall not be liable for any damages, losses or liabilities that may arise out of Company’s suspension of performance and/or withholding of materials due to Client’s non-payment.

All Payments are due within fifteen (15) days of the invoice date unless otherwise noted as Due Upon Receipt. Any Payment due and unpaid will accrue interest at the rate of eighteen percent (18%) per annum, compounded monthly, until paid in full.  Client agrees to pay all costs of collection, including reasonable attorney’s fees, as additional sums owed under this Agreement.

Client further acknowledges and agrees that if a check tendered for payment is not honored by the bank for non-sufficient funds (“NSF”), it will NOT be re-deposited, a $35 “Returned Check” fee will be assessed and You must immediately send a certified check or money order for the total amount due, including the Returned Check fee.

All rights of the Client herein are conditioned on Company’s receipt of full payment.

c. Overages

Any overages (mutually agreed upon and approved added hours of work outside of the planned SOW) will be submitted as a line item on the following invoice for Payment.

d. Taxes

Client shall be responsible for Payment of all applicable sales, use, excise and other taxes and assessments relating to this Agreement, excluding any taxes based on the net income of Company. Client will pay such taxes or provide Company with any applicable certificate of exemption acceptable to the appropriate taxing authorities.

6. Refunds

If you wish to cancel or terminate the project after this agreement has been executed, any deposits and/or payments made prior to the date of cancellation are non-refundable for any reason. Period. If you cancel the project at any point after the final project phase has begun, you will be liable for the entire cost of the project.

7. Term and Termination

a. Term

This Agreement will become effective, as of the Effective Date of our initial SOW, upon its execution by Company and Client and will continue until terminated pursuant to this Section 7.

b. Termination for Cause

Either party may terminate this Agreement immediately upon written notice to the other party, without judicial or arbitral action and without prejudice to any other remedies it may have, if (i) the other party materially breaches any of its obligations hereunder and fails to remedy such material breach to the notifying party’s satisfaction within 30 days after it demands such cure, or (ii) the other party assigns all or a substantial part of its business or assets for the benefit of creditors, becomes subject to any legal proceeding relating to insolvency, bankruptcy, reorganization, or the protection of creditors’ rights or otherwise ceases to conduct business in the normal course.

c. Termination for Convenience

Either party may terminate this Agreement or any Statement of Work, without judicial or arbitral action, without alleging just cause and without right of refund, as of the end of any calendar month by giving the other party at least sixty (60) days’ prior written notice of such termination.

d. Payment; Delivery of Items

Upon the expiration, termination, or other conclusion of this Agreement for any reason, Client will promptly pay Company the Project Costs and Reimbursable Expenses that may be due and outstanding for the Services that Company has performed as of the effective date of termination, and all Project Costs and Reimbursable Expenses that may reasonably be expected to accrue in the thirty-day (30) period following the termination date. In addition, if Client terminates this Agreement without cause (i.e., not pursuant to Section 7(b), then Client shall also pay all reasonable expenses incurred by Company in winding-up its work under this Agreement and any other expenses that were incurred by Company in the expectation of complete performance of this Agreement. Promptly after receipt of such Payments, Company will destroy any and all Confidential Information disclosed by Client to Company.

8. Website Updates and Backups

WordPress is a robust system as long as it is kept up to date with the latest software patches and backed up on a regular basis. If You elect not to purchase our ongoing support services, Client assumes total responsibility for performing backups and keeping WordPress and its plugins updated.

9. Website Security

You agree to protect any computer that will log into the website by: installing and maintaining updated security software, using the most up-to-date version of your preferred web browser, keeping the operating system patched with recommended updates, and keeping versions of Flash and Java up to date if they are installed.

10. Domain Names

Client agrees that registering, maintaining and paying for any domain names is the sole responsibility of the Client. We are not responsible for suspension or loss of domain names because your card could not be billed. Any time spent reestablishing your website after a domain expires is billable at our hourly rate.

11. Ownership

Your new website will be built using the WordPress content management system. WordPress and its associated software are “open source,” distributed under the GNU General Public License. We use WordPress to power your website, but neither of us “own” WordPress or the third-party plugins used to add features to your website.

When you hire us to build your website, you are not purchasing WordPress, you are retaining our services to create a customized website using the WordPress software.

When we utilize images or other content or assets that are licensed for use on your website by a third party, that party retains ownership of the content in question according to the terms of their own license agreements. For example, if we use a stock photo on your website, you typically pay for the license to use the photo on your website but you do not own that photo.

During the process of creating your website, we may create various types of code, functionality, and processes. While this work is used on your website, we retain ownership of these as our intellectual property and reserve the right to use them on future websites as well.

12. Construction

The parties acknowledge and agree that they have read, understood and have actively negotiated the terms of this Agreement, participated in its drafting and have been represented by legal counsel. Therefore, this Agreement shall not be deemed to be the product of either party and shall not be enforced or interpreted any more stringently or strictly against either party.

13. Governing Law and Forum

This Agreement, and any related Agreement or Statement of Work, shall be construed in accordance with, and governed by, the laws of the State of Texas without regards to Conflict of Law principles. In the event of any dispute or disagreement with respect to the meaning, effect or interpretation of this Agreement or in the event of a claimed breach of this Agreement, the parties hereto agree that such dispute shall be determined by arbitration conducted by the American Arbitration Association pursuant to its commercial arbitration rules. The arbitration shall be conducted in Tarrant County, Texas, unless both parties agree in writing to a different location. The arbitration award is enforceable as a judgment of any court having proper jurisdiction.

14. Indemnification

The Client agrees to indemnify and hold harmless Company, its members, subsidiaries, contractors, employees and affiliates and each of their respective directors, officers, employees, shareholders and agents (each an “Indemnified Party”) against any losses, claims, damages, liabilities, penalties, actions, proceedings, judgments, or any and all costs thereof (collectively, “Losses”) to which an Indemnified Party may become subject and which Losses arise out of, or relate to the Agreement, Client’s use of the services, breach of any confidentiality obligation or any alleged infringement of any trademark, copyright, patent or other intellectual property right and will reimburse an Indemnified Party for all legal and other expenses, including reasonable attorneys’ fees incurred by such Indemnified Party, in connection with investigating, defending, or settling any Loss, whether or not in connection with pending or threatened litigation in which such Indemnified Party is a party.

15. Disclaimer of Warranty

a. COMPANY WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT SERVER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL.

b. THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

c. Without limiting the generality of Section 15(b) and notwithstanding any other provision of this Agreement or any Statement of Work, Company provides no warranty and has no responsibility for the performance of any software or hardware developed or provided by Client or any third party.

16. Limitation of Liability

COMPANY SHALL NOT BE HELD RESPONSIBLE FOR DELAYS OR NON-PERFORMANCE CAUSED BY ACTIVITIES OR FACTORS BEYOND ITS REASONABLE CONTROL, INCLUDING DELAYS AND NON-PERFORMANCE CAUSED BY VIRUSES, DENIAL OF SERVICE ATTACKS, OTHER ACTS OR OMISSIONS BY THIRD PARTIES, INTERNET SERVICE PROVIDERS, THE CLIENT OR ITS CONTRACTORS, STRIKES, LOCKOUTS, WORK SLOWDOWNS OR STOPPAGES, ACCIDENTS, FIRES, ACTS OF GOD, TERRORISM, FAILURE BY THE CLIENT TO TIMELY FURNISH INFORMATION OR APPROVE OR DISAPPROVE WORK, OR FAULTY PERFORMANCE BY THE CLIENT OR OTHERS, INCLUDING THIRD-PARTY CONTRACTORS HIRED BY COMPANY OR BY CLIENT. COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, THIRD-PARTY, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT. COMPANY’S MAXIMUM LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES RECEIVED BY IT HEREUNDER IN THE 6 MONTHS PRIOR TO THE CLAIM. MULTIPLE CLAIMS WILL NOT ENLARGE OR ADD TO THIS LIMIT.

17. Non-Solicitation

Client understands that Company is not in the business of providing permanent placement of staff to its clients.

a. Mutual Non-Solicitation.

Both parties agree that during the term of any Statement of Work Agreement and for a period of twelve (12) months thereafter, neither party shall solicit, negotiate with or offer employment to (whether as an employee, officer, director, partner, consultant or otherwise), directly or indirectly, either party’s present or former personnel, with whom they have either had contact or been referred to during the term of this Agreement, without first notifying an authorized designee of the other party of such intent in writing.  

b. Fees for Solicitation.

Due to the scarcity of human resources that possess the skills and experience necessary to perform services on behalf of Company or Client, both parties acknowledge that damages and losses resulting from any breach of this Section 17 would be extremely difficult to fix in an actual and accurate amount. It is further agreed that if either party breaches this Section 17 by hiring any the party’s personnel, the party in breach of this Section 17 will pay a fee equal to one hundred percent (100%) of the projected one-year annualized compensation for the person or persons hired as liquidated damages, unless otherwise negotiated when notice is received. This fee would be payable immediately upon acceptance of hire.

18. Miscellaneous

a. Survival

The provisions of Sections 2, 3, 4, 5, 6, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19 and 20 will survive the expiration of this Agreement or its termination for any reason.

b. Severability

If any provision of this Agreement is held to be unenforceable, this holding will not affect the validity of the other provisions of this Agreement, unless Company deems the unenforceable provision to be essential to this Agreement, in which case Company may terminate this Agreement, effective immediately upon notice to Client.

c. Refusal of Service

We reserve the right to refuse, restrict or terminate service to any client for any reason or for no reason at all.

d. Third Parties

Company may subcontract any services to a third person without Client’s prior written authorization.

e. Conflicts

In the event of a conflict between any provision of this Agreement and any Statement of Work, Proposal of Services, or other document, the terms of the Master Services Agreement shall control.

f. Disclosure to Law Enforcement
We may disclose information about our clients to law enforcement agencies without further consent or notification to the client upon lawful request from such agencies.

g. Assignment
Neither the Company nor the Client may assign this Agreement without the prior consent of the other party. Notwithstanding the foregoing, Company may assign this Agreement, and all rights and obligations hereunder, upon notice to Client, in connection with a sale of all or substantially all of its assets, merger, consolidation or other reorganization of the party’s business, in whole or in part.

h. Notices
Any notice or approval required or permitted under this Agreement will be given in writing and will be sent by email or certified mail, return receipt requested.

i. Marketing and Attribution

We reserve the right to use your project as an example in our promotional materials and case studies. At the end of your project, we may ask you for a quote describing your experience working with us. We may also ask you to be a reference should any future clients desire to speak with people we’ve worked with in the past.

j. Headings

The headings in this Agreement are inserted for convenience only and are not to be used in the construction or interpretation of this Agreement.

19. Modifications

This Agreement may not be changed or modified except in writing signed by the parties.

COMPANY HEREBY OBJECTS TO AND REJECTS ANY AND ALL DIFFERENT OR ADDITIONAL TERMS OR CONDITIONS CONTAINED IN ANY SUCH DOCUMENT SUBMITTED TO COMPANY.

20. Entire Agreement

This Agreement, and any Statement of Work linking this Agreement, constitute the entire agreement and understanding of the parties with respect to the transactions contemplated hereby and supersedes any and all prior agreements and understandings relating to the subject matter hereof. This Agreement may not be waived, assigned, extended, amended, supplemented or modified orally, but only by a written instrument signed by the party against whom enforcement of any such waiver, assignment, extension, amendment, supplement or modification is sought.