Master Service Agreement
The Agreement
Master Service Agreement
1. Services
a. Services. 412 Digital Marketing Company, LLC provides to Client the services (the “Services”) set forth
in the attached Statement of Work (“SOW”) and any other Services provided by 412 Digital Marketing
Company, LLC shall be subject to these Terms. Each SOW shall state the deliverables (the “Deliverables”)
to be developed and delivered by 412 Digital Marketing Company, LLC, the applicable payment terms,
any additional terms and conditions, and all other relevant information for the project. In the event of a
conflict between the provisions of these Terms and the provisions in the SOW, the provisions of the
SOW shall prevail, but only with respect to that specific SOW.
b. Changes to Service. Any Changes to Services will be the executed in an additional SOW or in a change
order to the original SOW.
2. Payment Terms.
a. Fees. All fees (“Fees”) shall be set forth in the attached or applicable SOW. All Fees must be paid on
the execution of the SOW.
b. Taxes. Client shall pay all taxes based on the Fees.
c. 412 Digital Marketing Company, LLC may collect, store, retain, and use Client Account Information for
all purposes related to 412 Digital Marketing Company, LLC’s performance and enforcement of this
Agreement, as well as to comply with applicable laws and regulations. Client billing and payment
information (e.g., credit card information) will only be used for payment processing and collection
purposes related to Client’s account with 412 Digital Marketing Company, LLC and will not be used or
stored for any other purposes (except as expressly otherwise stated).
3. Ownership
a. Between the Parties: (1) all 412 Digital Marketing Company, LLC-created or provided Material and all
Intellectual Property rights associated shall remain the sole property of 412 Digital Marketing Company,
LLC and all uses by Client shall inure to the sole benefit of 412 Digital Marketing Company, LLC; and (2)
all Client-created or provided Material and all Intellectual Property rights associated therewith shall
remain the sole property of Client and all uses by 412 Digital Marketing Company, LLC shall inure to the
sole benefit of Client.
b. 412 Digital Marketing Company, LLC may disclose Client Account Information (including Client billing
and payment information, if applicable) to Subcontractors who need to access such information to
perform services for 412 Digital Marketing Company, LLC, the 412 Digital Marketing Company, LLC
Website and/or the Client Properties; it being understood that 412 Digital Marketing Company, LLC will
require its Subcontractors to limit their use of Client Account Information solely to the purposes for
which the information was disclosed by 412 Digital Marketing Company, LLC, and to maintain the
confidentiality, security and integrity of the information and not make any further disclosure to others.
4. Specific Terms
a. Billing and Service Terms. The core web services have a 0-month minimum commitment period unless
otherwise stated in the applicable attached SOW. Monthly on-going services begin on the first day of the
first full month of service and start regardless of website project completion. Website projects are billed
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at 50% up front and 50% at launch unless otherwise stated in the SOW. After the minimum commitment
period ends, the services detailed in the SOW will continue on monthto-month with a one (1) month
auto renew starting on the first day of every month. Start date for Client is designated in the applicable
SOW. Clients that have a start date after the 1st day of the month will have a pro-rated first month.
Payment options are via Credit Card or Check. All credit cards are processed on the 1st day of each
month for the fees agreed to in the SOW. For returned payment or card decline, 412 Digital Marketing
Company, LLC will suspend all services. All checks are due within 15 days of the invoice date. 412 Digital
Marketing Company, LLC Services cannot be paused.
b. Termination of service. Requests for cancellation of service must be provided in writing via letter or
email. For any termination requests received during a minimum commitment period, the Client is
responsible for all fees owed to 412 Digital Marketing Company, LLC through the end of their minimum
commitment period and will be billed in one payment to the credit card on file. Cancellation requests
must be made before the 15th of the month for the current month of service. Termination requests that
are filed after the 15th will be honored for the following month and the client will be responsible for
service payment through the following month.
5. Warranties; Disclaimer.
a. Client’s Warranties. Client warrants that it has full power and authority to enter into these Terms, it
constitutes a valid binding contract, and any information provided to 412 Digital Marketing Company,
LLC during the course of service is either owned by the client, or the client has full right to use such
content form the rightful owner. Client is responsible for any legal clearance required for all content
furnished by the client.
b. 412 Digital Marketing Company, LLC Warranties. 412 Digital Marketing Company, LLC warrants that it
has full power and authority to enter into these Terms.
c. Links to and from Other Websites or internet properties. The Clients Website or owned property, may
contain or gather links to and from other properties throughout the internet. 412Digital is not
responsible or liable for any harm or damages brought on from these links, either related or unrelated.
6. Limitation of Liability
412 Digital Marketing Company, LLC shall never be liable to the Client for any damages of any kind,
whatsoever including special, consequential, incidental, punitive, or indirect damages. Damages can
include loss of profits, loss of revenue, or loss of savings. Even if 412 Digital Marketing Company, LLC has
been advised of potential losses. No event shall hold 412 Digital Marketing Company, LLC responsible for
any amount owed to the client outside of payments rendered to 412 Digital Marketing Company, LLC in
the applicable SOW for the client’s term of service with 412 Digital Marketing Company, LLC.
7. Indemnification
Indemnification by Client. Client (as an indemnifying party) shall indemnify 412 Digital Marketing
Company, LLC (as an indemnified party) against all losses and expenses arising out of any proceeding
brought by either a third party or 412 Digital Marketing Company, LLC, and arising out of Client’s breach
of its obligations, representations, warranties, or covenants under this agreement. Mutual
Indemnification. Each party (as an indemnifying party) shall indemnify the other (as an indemnified
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party) against all losses arising out of any proceeding brought by either a third party or an indemnified
party, and arising out of the indemnifying party’s willful misconduct or gross negligence. Notice and
Failure to Notify Notice Requirement. Before bringing a claim for indemnification, the indemnified party
shall notify the indemnifying party of the indemnifiable proceeding, and deliver to the indemnifying
party all legal pleadings and other documents reasonably necessary to indemnify or defend the
indemnifiable proceeding. Failure to Notify. If the indemnified party fails to notify the indemnifying
party of the indemnifiable proceeding, the indemnifying will be relieved of its indemnification
obligations to the extent it was prejudiced by the indemnified party’s failure. Exclusive Remedy. The
parties’ right to indemnification is the exclusive remedy available in connection with the indemnifiable
proceedings described in this section [INDEMNIFICATION].
8. Misc. Client agrees to the terms of this contract and this written agreement supersedes all previous
oral or agreed upon arrangements.