Master Services Agreement

This Master Services Agreement, together with any Proposal (“Proposal”) incorporating these terms by reference (collectively, “Agreement”) is entered into between Davies Branding + Design and you (“Client”) as identified in the Proposal. The Effective Date is the date on which the Proposal has been signed by Client (“Effective Date”) and shall be effective until terminated in accordance with the terms below.

1. WORK

Work includes only the final, deliverable art, and not any preliminary Work, sketches or source files unless specifically documented in the Proposal. Pricing for source files may be negotiated separately.

2. Payment

Unless documented otherwise in the Proposal, 50% of the total fee is required before any services will be rendered, and the remaining 50% is payable within 15 business days of completion of the project. A $50 service charge is payable on all overdue balances for reissuing each invoice at 30, 45, and 60 days from the date of original invoice. The grant of any license or right of copyright is conditioned on receipt of full payment.

3. Expenses

Client shall reimburse Davies Branding + Design for all expenses arising from this assignment, including the payment of any sales taxes due on this assignment, and shall advance Davies Branding + Design for payment of said expenses, including but not limited to stock photography, fonts or third-party services needed for the project.

4. Schedule & Delays

The work outlined in this agreement will be turned around within a reasonable, non-rush schedule to be determined, where possible, and mutually agreed upon at the start of each project. Late or weekend hours incurred to accommodate additional compressed deadlines, if needed, will be negotiated separately. The project schedule assumes timely review and response by Client of all deliverables. If Client fails to provide timely response, feedback or materials, the project may be put on hold and rescheduled. Delays of over 30 days may incur additional charges as a result of time necessary to “catch up” on the project.

5. Client Representative

Client’s representative has full authority to provide and obtain all necessary information and approvals throughout this project. Davies Branding + Design and Client’s Representative represent that they have full power and authority to enter into this agreement and that it is binding upon Davies Branding + Design and Client and enforceable in accordance with its terms.

6. Client Responsibilities

Client and/or Client’s subcontractors will provide accurate, complete and timely information and materials to Davies Branding + Design. Client guarantees that they have all the necessary rights and ownership in such materials to permit Davies Branding + Design to use them for the project.

7. Client Approvals

Client will approve and proofread all final designs. Davies Branding + Design will make all efforts to ensure that no information is misrepresented. However, Client assumes all responsibility for content. Client’s approval of all tangible materials and artwork will be assumed after the work has been submitted to Client for review, unless Client indicates otherwise in writing.

8. Rights in the Final Deliverables

Final Works. Upon completion of the Services, and expressly conditioned upon full payment of all fees and costs due, Davies Branding + Design hereby grants to Client the exclusive, perpetual and worldwide right and license to use, reproduce and display the Final Works solely in connection with the Project as defined in the Proposal. Any additional uses will require separate pricing. All other rights, including Copyrights, are reserved by Davies Branding + Design.

Modification. The rights granted to Client include the rights to adapt, modify and create derivative works based on the Final Works solely in connection with the Project and usage rights set forth herein.

Preliminary Works/Working Files. Davies Branding + Design retains all proprietary rights, including property ownership, intellectual property rights and Copyrights, in and to all Preliminary Works and Working Files, and Client shall return to Davies Branding + Design all Preliminary Works and Working Files in Client’s possession within thirty (30) days of completion of the Services.

Liquidation for unlicensed use. Client’s use of the Deliverables shall be limited to the usage rights granted herein for the Project only. In the event Client, or its agents, uses Final Works or other Deliverables, including Preliminary Works and Working Files, or any derivative works thereof, for another project or outside the scope of the rights granted herein, Davies Branding + Design shall be entitled to further compensation equal to 300 percent (300%) of the original Project fee unless otherwise agreed in writing by both parties

9. Right to Authorship Credit

Client does not have to display Davies Branding + Design’s name together with Work, unless being described with any editorial usage, but Client may not seek to mislead others that Work was created by anyone other than Davies Branding + Design.

10. Cancellation

In the event of cancellation of this assignment, ownership of all copyrights and the original artwork shall be retained by Davies Branding + Design, and a cancellation fee for work completed, and expenses already incurred, shall be paid by the Client. Cancellation fee is based on the hours submitted, if the project is on an hourly basis or a percentage based on the time estimate for the entire job. A 100% cancellation fee is due once the project has been finished, whether delivered to the client or not. If the project is on an hourly basis and project is canceled by the client, the client agrees to pay no less than 100% of the hours already billed for the project at the time of cancellation plus a flat fee of $250 or 50% of the remaining hours that were expected to be completed on the project, whichever is greater.

11. Delays and Termination

All payments received are not refundable in the event the project or the relationship is terminated for any reason. If any part of the work for this project is delayed for longer than 30 days, Davies Branding + Design will bill for work completed.

12. Consequences of Non-Payment

Davies Branding + Design reserves the right to suspend work and/or withhold issuing any project documents if invoice payments are not received within a reasonable period of time from invoice date.

13. Releases

The Client shall indemnify Davies Branding + Design against all claims and expenses, including attorney’s fees, due to the uses for which no release was requested in writing or for uses that exceed authority granted by a release.

14. Limitation of Liability

Client agrees that Davies Branding + Design will not be liable for any incidental or consequential damages that arise from Davies Branding + Design’s performance of this commission (including, but not limited to, failure to perform in a timely manner, regardless of whether the failure was intentional or negligent.)

15. Dispute Settled by Arbitration and Governing Law

Any disputes in excess of maximum limit for small-claims court arising out of this Agreement shall be submitted to binding arbitration before a mutually agreed-upon arbitrator pursuant to the rules of the American Arbitration Association. The Arbitrator’s award shall be final, and judgment may be entered in any court having jurisdiction thereof. The client shall pay all arbitration and court cost, reasonable attorney’s fees, and legal interest on any award of judgment in favor of Davies Branding + Design. All actions, whether brought by Client or by Davies Branding + Design will be filed in Davies Branding + Design’s state/county of business/residence. This contract is held accountable to the legal system of Minnesota and any applicable held therein.

16. Modifications

This Agreement can only be changed by mutual written consent.

Interactive-Specific Terms & Conditions

A.1. Hosting

Davies Branding + Design does not provide Hosting services beyond temporary internal development environments. The Client is responsible for choosing, paying for, and maintaining any required Hosting solutions and associated services. As a courtesy, Davies Branding + Design may offer suggestions, however, Davies Branding + Design is NOT responsible for down time, poor performance, or loss of data caused by the Hosting Provider. Additionally, Davies Branding + Design is not responsible for any bug caused by changes on the Host after the Acceptance of this Contract, including but not limited to updates to operating system, compile systems, code libraries and languages, or any changes resulting from security violations.

A.2. Deficiencies

Subject to the representations and warranties of Client in connection with Client Content, Davies Branding + Design represents and warrants that the Final Deliverables will be free from Deficiencies. For the purposes of this Agreement, “Deficiency” shall mean a failure to comply with the specifications set forth in the Proposal in any material respect, but shall not include any problems caused by Client Content, modifications, alterations or changes made to Final Deliverables by Client or any third party after delivery by Davies Branding + Design, or the interaction of Final Deliverables with third party applications such as web browsers other than those specified in the Proposal. The parties acknowledge that Client’s sole remedy and Davies Branding + Design’s sole liability for a breach of this Section is the obligation of Davies Branding + Design to correct any Deficiency identified within the Warranty Period.

Davies Branding + Design is not responsible for (i) problems caused by factors outside of our reasonable control, (ii) problems resulting from any actions or inactions by you or any third party, (iii) problems resulting from User’s equipment and software and/or third party equipment and software not within our sole control, or issues resulting from a divergence in project scope as written in the agreed to proposal.

A.3. Warranty Period

Davies Branding + Design will correct any Deficiencies included in the scope of this contract within a grace period of no more than 30 days following the date of project completion as defined by the date the client signs off on the deliverables, All fixes outside of the project scope or after the grace period are the responsibility of the client. All projects involving the placement, editing and arrangement of content or design will have no warranty past the completion of the project. Should further support be necessary, a support contract may be negotiated.

A.4. Enhancements

Client may request that Davies Branding + Design develop enhancements to the Deliverables, and Davies Branding + Design shall exercise commercially reasonable efforts to prioritize Davies Branding + Design’s resources to create such enhancements. The parties understand that preexisting obligations to third parties existing on the date of the request for enhancements may delay the immediate execution of any such requested enhancements. Such enhancements shall be provided on a time and materials basis at Davies Branding + Design’s then-in-effect price for such services.