Master Service Agreement Terms & Conditions
By using Evolved Thinking Services, you agree to be bound by the following terms and conditions.
1. DEFINITIONS. For the purpose of this Agreement, in addition to the capitalized terms defined elsewhere in this Agreement or an Addendum, the following terms shall have the meanings ascribed to them as follows:
(a) “Addendum” or “Addenda” means any addendum executed by both Parties from time to time in connection with this Agreement.
(b) “Agency” means Evolved Thinking
(c) “Business Hours” mean Monday through Friday from 8:00 a.m. to 7:00 p.m. Mountain Standard Time Time, exclusive of federal and provincial holidays.
(d) “Confidential Information” in connection with a Party, means non-public information that such Party identifies as being confidential or which under the circumstances or disclosure reasonably should be treated as confidential, including without limitation, its financial matters, business, strategic development and marketing plans and employee lists, contact information and Advertising Data.. Confidential Information will however not include any information that: (i) was already known to the receiving Party prior to the other Party’s disclosure of such information so long as such information already known to the receiving Party can be substantiated by third party data or documentation; (ii) is or becomes publicly available without a breach of any obligation of confidentiality owed hereunder or by any third party; (iii) became known to the receiving Party from a source other than the other Party and other than by a breach of an obligation of confidentiality owed to the Party by such source; or (iv) is independently developed by the receiving Party so long as evidentiary documentation is provided to verify such independent development.
(d) “Client” means any undersigned individual or business that has agreed to the Statement of Work provided by the Agency
(e) “Entity” means any corporation, partnership, trust, individual, association or other entity.
2. DESCRIPTION OF SERVICES: Evolved Thinking will provide Client with the services as defined in the Statement of Work (“SOW”) that’s signed by Client and Agency. Any work that is beyond the scope of services set in the SOW needs to be approved by both parties.
3. MANAGEMENT OF RESPONSIBILITY: Evolved Thinking will provide certain tools and resources to Client that will be outlined in the SOW. Client is fully responsible for its own business performance and understanding and ensuring compliance with any regulatory, legal or contractual obligations related to Client’s business, including without limitation, data held by Client and its Clients, information provided by Client to Clients and/or other third parties and any safeguarding and security measures that may be required.
4. OWNERSHIP: All work produced by Evolved Thinking within the scope of Services including software and web code, contents, graphics and design, or material developed or licensed by Evolved Thinking for Client as part of the Services will be given to the Client once the Client pays for it in full. This means that Evolved Thinking is giving the Client all of its rights, titles, and interests in and to the work product (including intellectual property rights). The Client can use the work product however it wants or it can decide not to use the work product at all. The Client, for example, can modify, destroy, or sell it, as it sees fit. The Client gives the Evolved Thinking permission to use the work product as part of their portfolio and websites, in galleries, and in other media, so long as it is to showcase the work and not for any other purpose.
5. TERMINATION: Except for reasons of non-performance by either party, this Agreement shall remain in effect until formally terminated in writing by either party. Evolved Thinking will start billing to Client beginning the date client agrees to these terms. The Client’s billing cycle will be defined in SOW (recurring or one-time-payment). Termination of this Agreement requires written or email notice delivered thirty (30) days prior to the desired date of termination. A repeated failure to make payment by date due during any period gives Evolved Thinking the option for immediate termination. Upon the expiration or termination of this Agreement for non-payment or non-performance by client, (i) all licenses granted by Evolved Thinking to Client hereunder shall automatically terminate and Client shall immediately cease its use of the licensed content and other provided marketing collateral, and (ii) Client’s right to the Services afforded to Evolved Thinking Clients shall automatically terminate.
6. PAYMENT OF SERVICES: For Clients on a project-based contract, initial payment of (50%) shall be made upon signing Contract Agreement. Final payment (50%) shall be made upon delivery of services.
For Clients on a monthly contract fees will be payed to Evolved Thinking as described in the SOW in effect at the time of this agreement and for the license to use the Evolved Thinking marketing services, software and licensed content in conjunction with these services. Payment will be made by automatic credit card transactions, direct bank transfer or PayPal. Invoices will include all agreed upon fees and any additional fees for elective or other additional Services that have been purchased by the Client.
Billing terms will be displayed on client invoices.
7. LIMITATION OF LIABILITY: Neither party is liable for breach-of-contract damages that the breaching party could not reasonably have foreseen when it entered this Agreement.
8. INDEMNIFY: The Client agrees to indemnify Evolved Thinking (and its affiliates and its and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of: (i) the work that Evolved Thinking has done under this Agreement; (ii) a third-party claim or proceeding arising out of a breach by the Client of its obligations under this Contract.
9. GOVERNING LAW: This agreement shall be governed, construed, and enforced in accordance with the laws of the State of Arizona, without regard to its conflict of laws rules.