Master Service Agreement

This Contract is between COMPANY (the “Client”) and Vessel Digital, LLC, a New York limited liability company (“Vessel”). Vessel and the Client are each individually referred to as a “Party”, and collectively, the “Parties”.

The Contract is dated [the date of first payment].

1. WORK AND PAYMENT.

1.1 Project. The Client is hiring Vessel to do one or more of the following:

(a) Design and develop a new custom website.
(b) Provide the Client with Website Maintenance services.
(c) Provide the Client with Search Engine Optimization (SEO) services.
(d) Provide the Client with Social Media Consulting (SMC) services.
(e) Provide the Client with Digital Advertising (Paid Ad) services.
See attached services sheet and quote for more details.

1.2 Schedule. Vessel will begin work on the first business day following the contract date. Work will continue for no less than 12 months, or until the contract is terminated by either the Client or Vessel, pursuant to the terms of Section 6, Term and Termination. Vessel reserves the right to suspend services at any time during which the Client has failed to pay for one or more months of service.

1.3 Payment. The Client will pay Vessel on a recurring monthly basis for all agreed upon services as outlined in the attached quote.

1.4 Provision of Credit Card and Bank Account Information. The Client will be required to provide Vessel with a valid credit card number or bank account upon registration for a subscription of monthly services. The Client hereby warrant and represent that you have the authority to provide such credit card or bank account information to Vessel and shall be responsible for all charges made thereto. Vessel will bill your credit card or bank account in advance of each Billing Period for the fees incurred for such Billing Period, as well as for any outstanding balances. Your "Billing Period" will be specified by Vessel at the time of registration, though Vessel reserves the right to change the term of future Billing Periods at any time. Any and all late payments shall accrue interest at the rate of five percent (5%) per month (or the highest rate permitted by law, whichever is less). In addition, you are responsible for paying any reasonable expenses and attorneys' fees that Vessel incurs in connection with collecting late amounts.

1.5 Automatic Renewal. Vessel will automatically charge your credit card or bank account at the beginning of each billing period, so long as your subscription has not been cancelled. You acknowledge that the amount billed each month may vary for reasons such as promotional rates no longer being applied, changes in your subscription, changes in the amount of applicable sales tax or other reasons; and you authorize us to charge your credit card for such varying amounts. Vessel may also periodically preauthorize your credit card or bank account in anticipation of account or related charges.

1.6 Invoices. Vessel may invoice the Client during the project. The Client agrees to pay the amount invoiced within 15 days of receiving the invoice. Payment after that date will incur a late fee of 5.0% per month on the outstanding amount.

2. CLIENT RESPONSIBILITIES.

2.1 General. The Client will provide URLs, usernames, and passwords for all requested online profiles. The Client also agrees to provide Vessel with all available high-resolution logo files and photos relevant to the business, including but not limited to photos of the establishment(s), employees, and products/services. If no high-resolution photos are available, the Client may be required to have professional photos taken.

2.2 Website Maintenance. For the purposes of providing these services, Client agrees to properly convey to Vessel the information that needs to be changed or added.

2.3 Search Engine Optimization. For the purposes of providing these services, Client agrees that if Client's web site(s) is light in textual content, Client will provide additional relevant text content in electronic format for the purpose of creating additional web pages. Client agrees to provide content, for example 200 to 500 word "articles" about each of their keyword phrases.

2.4 Digital Advertising. For the purposes of providing these services, Client agrees to provide Vessel with the following information:

(a) A detailed description of the product and/or services being advertised including information relevant to advertising such as cost, payment means, refund policy, etc. 
(b) An indication of the intended purpose of advertising, whether to promote a given product or service or raise brand or product awareness or both.

2.5 Social Media Consulting. For the purposes of providing these services, Client agrees to provide any relevant business information such as hours, accepted payment methods, product/service lists, mission statement, employee information, etc.

3. CLIENT ACKNOWLEDGEMENTS.

3.1 General. Client understands, acknowledges and agrees that:

(a) Vessel is authorized by the Client to assume the identity of the Client in all social media and other interactions on the internet for marketing purposes including, but not limited to, status updates, blog posts, online forum discussions and message board posts, comments and responses to user comments, chats, and emails.
(b) In order to accurately determine ROI (Return on Investment), Vessel may, from time to time, ask for financial and customer information from the Client.

3.2 Website Maintenance. Client understands, acknowledges and agrees that:

(a) If the Client requests an unreasonable amount of work, as determined by Vessel, Vessel may decline or impose an hourly rate of $50 per hour, billed in 15 minute increments, to complete said request. For Example, if the client requests that Vessel add 100 new pages to their website and all content is handwritten, as opposed to being in a typed document.
(b) If an hourly rate is required, Vessel will notify the Client and provide a quote to which the Client must agree before any work can be done.
(c) Web page updates exclude, but are not limited to, image editing, graphic design, graphic editing, database design, database changes, programming, and search engine optimization.
(d) Vessel is not responsible for rewriting sentences, restructuring paragraphs, or checking for typing errors, misspellings, etc.
(e) Vessel is not responsible for changes made to Client's web site(s) by other parties.
(f) Vessel will not repair Client's website(s) that became compromised, hacked, or otherwise defaced or infected prior to ordering Maintenance Services.
(g) Recovery or repair of Client's website is not guaranteed.
(h) Availability of backups is not guaranteed.

3.3 Search Engine Optimization. Client understands, acknowledges and agrees that:

(a) Vessel has no control over the policies of search engines or directories with respect to the type of sites and/or content that they accept now or in the future. Client's web site(s) may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity.
(b) Some search engines and directories may take as long as three (3) to six (6) months, and in some cases longer, after submission to list Client's web site(s). Occasionally, search engines and directories will stop accepting submissions for an indefinite period of time. Occasionally, search engines and directories will drop listings for no apparent or predictable reason. Often, listings will "reappear" without any additional submissions. Should the listing not reappear, Vessel will re-submit the web site(s) based on the current policies of the search engine or directory in question.
(c) Some search engines and directories offer expedited listing services for a fee. Vessel encourages Client to take advantage of these expedited services. Client is responsible for all expedited service fees.

3.4 Digital Advertising. Client understands, acknowledges and agrees that:

(a) The Client will receive 15 hours per month for digital advertising services. If more time is needed Vessel may impose an hourly rate of $100 per hour, billed in 15 minute increments, to complete the additional work.
(b) Vessel will create a bank account on behalf of the Client whose sole purpose is to hold the advertising budget. Both the Client and Vessel will retain full access to this account for the duration of this contract. Upon termination of this contract the account will be closed and any remaining funds transferred into the account of the Clients choosing.
(c) The Client will be responsible for replenishing the monthly ad spend before the 1st of each month. If the Client does not replenish the monthly ad spend the Client agrees to pay any and all insufficient funds and other associated fees.
(d) The Client will provide a bank account or credit card as a backup payment method.

3.5 Social Media Consulting. Client understands, acknowledges and agrees that:

(a) Establishing a social media presence and initiating a two-way flow of communication between the Client and the public can have unintended consequences on the Client’s reputation. Should this occur, the Client waives its right to hold Vessel responsible for any damage and/or liability that may arise from Vessel’s actions on behalf of the Client.

4. OWNERSHIP AND LICENSES.

4.1 Vessel Retains Ownership, But Grants Client License. Vessel retains ownership in any work product related to this project, but grants the Client to use the work product. The Client cannot re-sell the work product. To avoid confusion, work product is the finished product, as well as drafts, notes, materials, mockups, hardware, designs, inventions, patents, code, and anything else that Vessel works on—that is, conceives, creates, designs, develops, invents, works on, or reduces to practice—as part of this project, whether before the date of this Contract or after. Vessel grants the Client license to this work product once the Client pays for it in full. 

5. REPRESENTATIONS.

5.1 Overview. This section contains important promises between the parties. 

5.2 Authority To Sign. Each party promises to the other party that it has the authority to enter into this Contract and to perform all of its obligations under this Contract. 

5.3 Client Will Review Work. The Client promises to review the work product, to be reasonably available to Vessel if Vessel has questions regarding this project, and to provide timely feedback and decisions. 

5.4 Client-Supplied Material Does Not Infringe. If the Client provides Vessel with material to incorporate into the work product, the Client promises that this material does not infringe on someone else’s intellectual property rights.

6. TERM AND TERMINATION.

This Agreement shall commence as of the date written above and shall continue for one (1) year. This Agreement shall automatically renew on the anniversary date for successive one (1) year periods unless the client or Vessel ends the contract before that time. Either party may end this Contract for any reason by sending an email or letter to the other party, informing the recipient that the sender is ending the Contract and that the Contract will end in no less than 30 days. The Contract officially ends once that time has passed. The party that is ending the Contract must provide notice by taking the steps explained in Section 9.4. Vessel must immediately stop working as soon as it receives this notice, unless the notice says otherwise. If either party ends this Contract early, the Client will pay Vessel a guaranteed payment of no less than half of the total of the remaining services. The Client will also reimburse Vessel for any agreed-upon, non-cancellable expenses. The following sections don’t end even after the Contract ends: 5 (Representations); 8 (Limitation of Liability); and 9 (General).

7. INDEPENDENT CONTRACTOR.

The Client is hiring Vessel as an independent Contractor. The following statements accurately reflect their relationship:

(a) Vessel will use its own equipment, tools, and material to do the work.
(b) The Client will not control how the job is performed on a day-to-day basis. Rather, Vessel is responsible for determining when, where, and how it will carry out the work.
(c) The Client will not provide Vessel with any training.
(d) The Client and Vessel do not have a partnership or employer-employee relationship.
(e) Vessel cannot enter into contracts, make promises, or act on behalf of the Client, unless otherwise specified by the Client.
(f) Vessel is not entitled to the Client’s benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days).
(g) Vessel is responsible for its own taxes.
(h) The Client will not withhold social security and Medicare taxes or make payments for disability insurance, unemployment insurance, or workers compensation for Vessel or any of Vessel's employees or subcontractors.

 

8. 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 Contract.

9. GENERAL.

9.1 Assignment. This Contract applies only to the Client and Vessel. Both the Client and Vessel may assign its rights or delegate its obligations under this Contract to a third-party without written permission from the other party. This is necessary in case, for example, another Client buys out the Client. 

9.2 Arbitration. As the exclusive means of initiating adversarial proceedings to resolve any dispute arising under this Contract, a party may demand that the dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules. 

9.3 Modification; Waiver. To change anything in this Contract, the Client and Vessel must agree to that change in writing and sign a document showing their contract. Neither party can waive its rights under this Contract or release the other party from its obligations under this Contract, unless the waiving party acknowledges it is doing so in writing and signs a document that says so. 

9.4 Notices.

(a) Over the course of this Contract, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the party’s address listed at the end of this Contract or to another address that the party has provided in writing as an appropriate address to receive notice. 
(b) The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgement of receipt; (iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a business day at the location specified in the address for that party, or on a day that is not a business day, then the notice is considered received at 9:00am on the next business day.

9.5 Severability. This section deals with what happens if a portion of the Contract is found to be unenforceable. If that’s the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Contract is changed or disregarded because it is unenforceable, the rest of the Contract is still enforceable. 

9.6 Acceptance. By submitting the initial payment for services to Vessel, the Client agrees to be bound by the terms of this agreement.

9.7 Governing Law. The laws of the state of New York govern the rights and obligations of the Client and Vessel under this Contract, without regard to conflict of law principles of that state. 

9.8 Entire Contract. This Contract represents the parties’ final and complete understanding of this job and the subject matter discussed in this Contract. This Contract supersedes all other contracts (both written and oral) between the parties.