The nOT-SO- Small Print

In the Statement of Work provided to you with your deposit invoice, we reference our Master Services Agreement. All of the projects intraMuse Creative undertakes adhere to the same Master Services Agreement. You will find it in detail below.

If you have any questions, please send them to inspired(at)intramuse.com.

MASTER SERVICES AGREEMENT

This Master Services Agreement (“Agreement”) is entered into by and between intraMuse, LLC (“intraMuse”) and the client (“Client”) identified on the Statement of Work (“SOW”), attached hereto and incorporated hereby, as of the date stated on the SOW (“Effective Date”). In consideration of the mutual representations, warranties, and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. Services. Client engages intraMuse on a non-exclusive basis to provide services (“Services”) to Client in accordance with the terms set forth within each SOW created and executed by the parties. The terms of any mutually executed SOW will be incorporated by reference as though fully set forth herein. To the extent the SOW provides conflicting terms to this Agreement, the terms of this Agreement will prevail. The parties agree that the SOW is subject to change by the mutual written consent of both parties. In the event that any such changes materially impact the cost for intraMuse’s provision of the Services, additional fees and expenses may apply as set forth below. For the avoidance of doubt, intraMuse is not required to provide the Services or grant any rights hereunder until intraMuse receives a signed copy of this Agreement and any applicable SOWs, and payment of all amounts due hereunder.

 

2. Compensation.

a. Fees. Client will be responsible for fees and expenses specified in the applicable SOW, and any amendments thereto. Client will pay all intraMuse invoices within 15 days of issuance and all other amounts due in accordance with the terms of this Agreement and the SOW. Client will pay intraMuse a deposit as stated on the SOW upon execution of this Agreement and the deposit will become nonrefundable once intraMuse commences provision of the Services. Any fees or expenses accrued for work done outside of the scope of the SOW will be billed to Client at intraMuse’s applicable hourly rate, as set forth on the SOW. In the event of any non-payment, intraMuse is entitled to recover from Client any costs of collection, including attorneys fees and costs. intraMuse will be under no obligation to provide Services when payment is overdue.

b. Disputing an Invoice. Unless an invoice, or any part thereof, is disputed in writing within 15 days from receipt of such invoice, all amounts set forth in that invoice are deemed accepted and approved by Client. Any amounts due under any outstanding, undisputed invoice not paid within the payment terms set forth herein will accrue interest charges at the greater of 1.5% monthly or the highest interest rate allowable under applicable law.

c. Expenses. Client will reimburse intraMuse for all approved expenses incurred by intraMuse in the performance of the Services hereunder. intraMuse will submit itemized documentation and invoices for all approved expenses incurred in the performance of the Services hereunder, upon reasonable request.

d. Taxes. intraMuse will be responsible for paying all required state and federal income taxes, social security contributions, self-employment taxes, and other mandatory taxes and contributions for any compensation paid to intraMuse pursuant to the terms of this Agreement.

 

3. Rights. Subject to Client’s complete compliance with this Agreement and payment in full of all amounts due, all rights to the Deliverables (defined below) created by intraMuse in connection with intraMuse’s provision of the Services (“Work”) will be assigned and transferred to Client, its successors and assigns, including intraMuse’s entire right, title, and interest in and to the copyrights in the Work. All rights and ownership of any material otherwise not part of the Deliverables or that was in existence prior to the provision of Services hereunder is not part of the Work, is not transferred to the Client, and will remain with intraMuse. Client grants intraMuse a nonexclusive, perpetual, irrevocable, worldwide, royalty-free license to reproduce, display, perform, and create derivative works of the Work, in all formats and media, in connection with intraMuse’s marketing, promotions, and portfolio.

 

4. Deliverables. intraMuse will deliver the results of the Services to Client according to the schedule set forth on the SOW, in an industry standard format (“Deliverables”) in accordance with the SOW. Revisions to the Deliverables may be included under the overall fee set forth herein, or may be billed at intraMuse’s hourly rate, as set forth on the SOW. If Client does not request any revisions to the Deliverables within seven days following receipt, the Deliverables will be considered final and intraMuse’s obligations under the applicable SOW will be complete. intraMuse is not responsible for making the Deliverables available for more than 30 days and is not required to make duplicate copies of the Deliverables or otherwise supplement the Deliverables. Any requests for Deliverables more than 30 days after delivery of the Deliverables is not guaranteed and is subject to additional fees. intraMuse will not be liable for any technological malfunction or failure in connection with, or loss of or damage to, the Deliverables.

 

5. Decisions and Approvals. intraMuse’s provision of the Services will be dependent on Client’s timely provision of certain materials, information, and approvals. intraMuse will be entitled to rely on all of Client’s materials, information, and approvals in connection with the Services. Client acknowledges and agrees that any delay in Client’s provision of materials, information, and/or approvals may delay intraMuse’s provision of the Services and, therefore, delay all applicable intraMuse delivery dates. intraMuse will not be responsible or in breach of this Agreement in the event intraMuse’s failure to provide any Services is caused by Client’s failure or delay in providing intraMuse necessary materials, information, or approvals, or otherwise performing its obligations under this Agreement. Client releases intraMuse from any liability and costs resulting from any delay in Client’s provision of materials, information, and/or approvals hereunder.

 

6. Communication. Client agrees to remain in reasonable contact with intraMuse during the provision of Services hereunder, to promptly respond to requests by intraMuse, and to participate in meetings or calls upon request. Client acknowledges that such communication is necessary to provide intraMuse with information required to provide the Services and failure to participate may negatively impact intraMuse’s provision of the Services.

 

7. Non-Solicitation. Client covenants and agrees that, during the term of this Agreement and for a period of 12 months following the latter of the termination of this Agreement or completion of the Services, Client will not directly or indirectly, (a) on Client’s behalf, (b) on behalf of or in conjunction with any third party, or (c) through social media or other networking tool or platform, recruit, solicit, persuade, or induce, or attempt to recruit, solicit, persuade, or induce, any of intraMuse’s employees, contractors, subcontractors, or business contacts, to alter, terminate, or breach any employment, contractual, or other relationship with intraMuse.

 

8. Confidentiality. “Confidential Information” means all information and materials of a party of a confidential or proprietary nature or not known to the public, in any format, including the terms and content of this Agreement. Each party, including all that party’s employees, agents, and contractors, will keep all Confidential Information of the other party strictly confidential, under no circumstances disclose any Confidential Information to any third party, nor duplicate, publish, excerpt, or distribute any such Confidential Information in any way other than as explicitly allowed under this Agreement.

 

9. Promotions. Client grants intraMuse the right to include Client’s name and logo on its list of clients, on its website, and in other materials promoting intraMuse’s services, unless Client prospectively notifies intraMuse to the contrary in writing. intraMuse represents and warrants that no Confidential Information will be disclosed in any way through intraMuse’s use of the aforementioned materials in connection with promoting intraMuse’s services.

 

10. Representations and Warranties.

a. Authority. Each party represents and warrants that it has the right and power to enter into this Agreement and that an authorized representative has executed this Agreement on its behalf.

b. Performance. intraMuse represents and warrants that the Services will be performed in a professional and workman-like manner in accordance with recognized industry standards.

c. Materials and Releases. Client represents and warrants that Client has all necessary rights to any and all materials provided by Client for inclusion in the Deliverables.

d. Disclaimer: To the extent permitted by applicable law, intraMuse expressly disclaims all other representations and warranties, whether express, implied, or statutory, including, without limitation, any warranty of non-infringement, title, fitness for a particular purpose, or merchantability.

 

11. Limitation of Liability. The Services and Deliverables provided to Client hereunder are delivered “AS IS.” intraMuse’s maximum liability for any action arising under this Agreement, regardless of the form of action and whether in tort or contract, will be limited to the total amount paid by Client for the Services. In no event will intraMuse be liable for indirect, special, incidental, consequential, or punitive damages of any kind including, without limitation, damages arising from lost revenue or lost profits, however arising, even if intraMuse has been advised of the possibility of such damages. intraMuse is not responsible for any technical, hardware, software, or equipment malfunction, nor any occurrence beyond intraMuse’s reasonable control, and Client releases intraMuse of any liability therefor.

 

12. Indemnification. Each party agrees to indemnify the other party and its respective owners, officers, directors, employees, affiliates, and agents, and hold them harmless from and against any and all third party claims, liabilities, losses, damages, costs, expenses (including without limitation reasonable outside attorneys’ fees, court costs, and expert witness fees), judgments, and penalties arising out of, resulting from, based upon, or incurred because of any breach by the indemnifying party of any representation, duty, and/or warranty made by the indemnifying party hereunder.

 

13. Notice. All notices or other communications referenced in this Agreement will be made in writing and sent to the address designated on the SOW or such updated address notified to the other party. All notices will be deemed given to the other party if delivered receipt confirmed using one of the following methods: (a) registered or certified first class mail, postage prepaid; (b) recognized courier delivery; or (c) electronic mail.

 

14. Independent Contractor. intraMuse is at all times an independent contractor hereunder. Nothing in this Agreement constitutes intraMuse as the agent, partner, or employee of Client. Nothing in this Agreement will restrict intraMuse from performing any other work for any third party. Client will not: (a) require intraMuse to work exclusively for Client; (b) establish a quality standard for intraMuse (except to provide specifications regarding the Services but not overseeing the performance of the Services or instructing intraMuse as to how the Services will be performed); (c) pay intraMuse a salary; (d) terminate this Agreement unless intraMuse violates its terms or fails to provide Services that meet the specifications of the Agreement; (e) provide training for intraMuse; (f) provide tools or benefits to intraMuse; (g) dictate the time of performance of the Services (except that a schedule may be established); (h) pay any owner of intraMuse personally instead of paying intraMuse’s entity; or (i) combine its business with intraMuse’s business.

 

15. Termination.

a. At Will. In the event no SOW is in effect, either party may terminate this Agreement upon written notice to the other party. In the event an SOW is in effect, intraMuse may terminate upon written notice to Client and Client will pay for all Services rendered up to the point of termination, plus reasonable costs and expenses incurred prior to termination.

b. Insolvency. If either party files for bankruptcy or protection under any laws of insolvency, the other party may terminate this Agreement upon written notice.

c. Breach. Either party may terminate this Agreement if the other party breaches any material provisions of this Agreement and fails to cure such breach within 10 business days after receipt of written notice of such breach.

d. Effect of Termination. No termination will relieve Client of its obligation to pay intraMuse for Services provided and expenses incurred hereunder. All terms of this Agreement intended to survive termination will so survive.

 

16. Force Majeure. intraMuse will not be liable or responsible for any delays in providing the Services or for failing to provide the Services as a result of any event beyond its reasonable control, including, without limitation, adverse weather conditions, internet outage or interruption of service, telecommunications or power outage, fire, flood, pandemic, civil disobedience, labor disruptions, strikes, lockouts, freight embargoes, terrorism, natural disaster, war, or acts of God. In such an event, the parties agree to negotiate in good faith to reschedule the Services. In the event the parties are unable to agree upon rescheduled Services, Client will pay intraMuse for all Services completed and expenses incurred prior to the force majeure event, and neither party will have any further obligations under this Agreement.

 

17. General Provisions.

a. Severability. If any provision contained in this Agreement is or becomes invalid, illegal, or unenforceable, in whole or in part, such invalidity, illegality, or unenforceability will not affect the enforceability of the remaining provisions and portions, and the invalid, illegal, or unenforceable provision will be deemed modified so as to have the most similar result that is valid and enforceable under applicable law.

b. Modifications. No modification of this Agreement will be effective unless it is in writing and signed by authorized representatives of the parties.

c. Assignment. Neither party may assign any of the rights or obligations under this Agreement without the prior written consent of the other.

d. Subcontracting. intraMuse reserves the right to sub-contract its provision of the Services in intraMuse’s sole discretion, however, no such arrangement will release intraMuse from its obligations hereunder.

e. Successors and Assigns. This Agreement is binding on and inures to the benefit of the parties and their respective successors and permitted assigns.

f. Governing Law. This Agreement will be governed by and construed and enforced in accordance with the laws of the State of Colorado, without regard to or application of Colorado’s conflict of law principles, and the parties submit to the exclusive jurisdiction of the courts located in Colorado.

g. Counterparts. This Agreement may be executed in two or more counterparts and digital copies, each of which will constitute an original and all of which will be deemed a single agreement.

h. No Waiver. The failure or delay of either party to exercise any right, power, or privilege under this Agreement will not operate as a waiver thereof.

i. Interpretation. Headings are for reference purposes only and do not limit the scope or extent of such section.

 

18. Entire Agreement. This Agreement comprises the entire agreement between Client and intraMuse regarding its subject matter and supersedes all prior or contemporaneous agreements, written or oral, between the parties regarding said subject matter.