Master Services Agreement:
This Master Services Agreement ("Agreement") is entered into as of the effective date of the Statement of Work (SOW) as entered into between Inkable Agency (referred to as "Company") and the client or customer accessing or utilizing the services of Inkable Agency (referred to as "Client") as stated in the SOW.
Services:
Company agrees to provide marketing services and related deliverables (the "Services") as outlined in separate Statements of Work executed by both parties. Each SOW shall specify the scope, timelines, and any additional terms and conditions related to the specific project or engagement.
Limitation of Liability:
In no event shall the Company be liable to the Client or any third party for any indirect, incidental, consequential, special, or punitive damages, or any loss of profits, revenue, data, or business opportunities, even if advised of the possibility of such damages. The total liability of the Company under this Agreement, regardless of the cause of action, shall be limited to $0.
Termination:
Either party may terminate this Agreement upon written notice to the other party. Termination shall be effective 60 days from the date of written notice. In the event of termination, Client shall pay Company for all Services rendered and expenses incurred up to the effective date of termination.
Payment Terms:
Client shall pay all invoices issued by the Company within Net 15 days from the date of receipt. Late payments shall be subject to interest at the rate of 1.5% per month or the maximum allowable rate under applicable law, whichever is lower.
Statements of Work:
Each SOW executed under this Agreement shall be considered an integral part of this Agreement. The terms and conditions of this Agreement shall apply to each SOW unless explicitly stated otherwise. In the event of any conflict between the terms of this Agreement and an SOW, the terms of the SOW shall prevail.
Independent Contractor Status:
The relationship between the Company and Client is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.
Non-Exclusive Relationship:
This Agreement does not grant exclusivity to the Client nor the Company. Client and Company are free to provide or contract similar services to other clients, including competitors of the Client or Company.
Non-Disclosure:
Both parties agree to maintain the confidentiality of any proprietary or sensitive information disclosed during the course of the engagement, in accordance with the terms specified in a separate Non-Disclosure Agreement, if applicable.
Non-Solicitation of Employees:
During the term of this Agreement and for a period of six (6) months thereafter, the Client agrees not to directly or indirectly solicit or hire any employees or contractors of the Company without the prior written consent of the Company. In the event of a breach, the Client shall pay the Company a penalty of $25,000 for each individual solicited or hired.
Warranty:
The Company warrants that the Services shall be performed in a professional and workmanlike manner and in accordance with industry standards. If any Services are found to be defective or non-conforming, the Company shall re-perform such Services at no additional cost to the Client.
Survival:
The provisions of this Agreement that by their nature extend beyond the termination or expiration of this Agreement shall survive the termination or expiration of this Agreement.
Notice:
Any notice required or permitted under this Agreement shall be in writing and shall be deemed given when sent by email to the respective email addresses provided by each party.
Governing Law and Jurisdiction:
This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, United States, without regard to its conflicts of law principles. Any disputes arising from or related to this Agreement shall be subject to the exclusive jurisdiction of the courts located in the State of Georgia.
Severability:
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall in no way be affected or impaired.
Entire Agreement:
This Agreement, together with any SOWs, constitutes the entire agreement between the Company and the Client and supersedes all prior or contemporaneous negotiations, discussions, or agreements, whether written or oral, regarding the subject matter herein.