Terms of Master Service Agreement
BINDING AGREEMENT
This Master Service Agreement (the “MSA”) sets out the terms of agreement between you or the named company/organization (in each case, the “Client”) and BizAngle Media, a sole proprietorship of Stefanie Batcho-Lino (“BizAngle Media”) with respect to all services provided by BizAngle Media to the Client under a quotation signed by the Client. The signed quotation and this MSA will constitute a binding agreement between the Client and BizAngle Media (the “Agreement”) with respect to such services. If there is any conflict between the signed quotation and this MSA, the terms of the quotation will prevail.
DESCRIPTION OF SERVICES AND DELIVERABLES
BizAngle Media’s team will provide the Client with the services and deliverables indicated in the quotation, within the time frame indicated in the quotation. BizAngle Media will not be liable for any delays caused by the Client (for example, delays in the Client’s provision of materials or delays in approvals from the Client).
PAYMENT
The Client shall pay the amount indicated in the quotation (the “Fee”) in accordance with the payment schedule indicated in the quotation. Unless otherwise indicated in the quotation or in an invoice, payment of the Fee is due in full within 30 days after the date of the invoice.
Payment must be made by credit card, direct deposit or e-transfer to BizAngle Media.
Interest will be added for any overdue amounts at a rate of 5% per annum, compounded daily. In addition, the Client shall pay all costs of collection (including legal fees and expenses) of overdue amounts.
In addition to any other right or remedy BizAngle Media may have, if the Client fails to pay the Fee when due, BizAngle Media may treat such failure to pay as a material breach of contract and terminate its services.
WORK PRODUCT OWNERSHIP
Subject to payment in full of the Fee, BizAngle grants to the Client all right, title and interest in and to the work product, subject to the following:
(a) BizAngle Media will retain all rights to individual media assets created by or for BizAngle Media and used to create the work product, which assets may be added to BizAngle Media’s media library and re-used in the future in any medium and for any purpose without permission from the Client. BizAngle Media hereby grants to the Client a non-exclusive, perpetual, worldwide, irrevocable license to use the media assets, solely as part of the fully produced work product.
(b) Unless expressly restricted in the quotation for the work, BizAngle Media may use all or part of any work product created for the Client for marketing and promoting BizAngle Media including, without limitation, on the BizAngle Media website and other social media platforms and in BizAngle Media marketing materials. BizAngle Media shall remove any such content from its social media platforms, upon the Client’s reasonable request that such outdated content not remain active in the public domain.
The Client represents, warrants and covenants that it owns or controls all rights in all materials provided to BizAngle Media for inclusion in the work product (the “Client Materials”) that are necessary for BizAngle Media’s use of the Client Materials in accordance with this Agreement and that BizAngle Media is not and will not be required to obtain any third-party clearances or consents with respect to the Client Materials.
BizAngle Media represents, warrants and covenants that other than the Client Materials it owns or controls all intellectual property in and to all materials used in the work product to the extent required to produce the work product and grant to the Client the rights granted under this Agreement.
CONFIDENTIALITY
BizAngle Media acknowledges that while providing its services, it may acquire or learn confidential or proprietary information of the Client (collectively, “Confidential Information”). BizAngle shall maintain the confidentiality of the Confidential Information and shall not, without the Client’s prior written consent or as required to perform its services, use or disclose to any third party any Confidential Information, during the term of this Agreement and afterwards.
DEFAULT
The occurrence of any of the following will constitute a material default by the Client under the Agreement and BizAngle will be entitled, but not obligated, to terminate its services under the Agreement, provided that the Client will be required to pay the unpaid but accrued portion of the Fee:
– the Client’s failure to make a required payment when due;
– the Client ceases to carry on business, makes an assignment for the benefit of its creditors, becomes insolvent or commits an act of bankruptcy;
– any action is taken to have the Client declared bankrupt, or wound up, or a trustee in bankruptcy or a receiver is appointed over all or any part of the Client’s assets.
The occurrence of any of the following will constitute a material default by BizAngle Media under the Agreement and the Client will be entitled, but not obligated, to terminate the Agreement:
– BizAngle’s failure to provide the services and/or work product in accordance with the quotation, provided that such failure is not due to an act or omission of the Client;
– BizAngle Media ceases to carry on business, makes an assignment for the benefit of its creditors, becomes insolvent or commits an act of bankruptcy;
– any action is taken to have BizAngle Media declared bankrupt, or wound up, or a trustee in bankruptcy or a receiver is appointed over all or any part of BizAngle’s assets.
ENTIRE AGREEMENT
This MSA and the quotation contain the entire agreement between the parties identified in each BizAngle Media quotation with respect to the subject matter of the quotation. This Agreement supersedes any prior agreements (written, oral or otherwise) between the parties with respect to its subject matter.
SEVERABILITY
If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable.
AMENDMENT
The terms of this MSA may be modified in writing by the terms of a quotation signed by the parties. The terms of any quotation may be amended or modified only by a written agreement signed by the parties.
GOVERNING LAW
This Agreement will be governed by and construed in accordance with the laws of the province of Ontario (excluding choice of laws principles) and the federal laws applicable therein.
Master Service Agreement