Master Services Agreement

 

Terms

SERVICES AGREEMENT

This Master Services Agreement (the "Agreement") is between Site Solutions, Inc. dba Media Junction (“Media Junction”), a Minnesota corporation with offices at 855 Village Center Drive #339, Saint Paul Minnesota, and Customer (“Customer”). Media Junction and Customer may be referred to herein individually as a party or collectively as the parties.
The Parties agree as follows:

1. Scope of Services.  

Media Junction will perform digital marketing, HubSpot Implementation, custom website design, and/or development (hereinafter, the “Services”) more specifically set forth in one or more statements of work (hereinafter, “SOW”) that are incorporated into this Agreement by reference.  Each SOW will describe the Services to be performed, the expected schedule for performance, the amounts that Customer will pay for those Services, as well as any other information relevant to the engagement. Media Junction is knowledgeable and experienced in providing Services and has a high degree of expertise in providing these kinds of services. Media Junction will provide all Services promptly, diligently, and with the highest professional level of care. Media Junction does not provide legal advice or policies as it relates to data privacy policies, GDPR, accessibility, terms and conditions, or any other legal policies. All requests should be referred to the Customer’s Legal team. Customer understands that Media Junction does NOT or will NOT recommend legal options or opinions and all legal responsibility is that of Customer.

2. Compensation.

As compensation for Services, Customer will pay Media Junction fees more specifically defined in each SOW.  Only those fees, costs, and expenses which are pre-approved in writing by Customer are reimbursed to Media Junction.  Invoices will be submitted to Customer via email or upon request mailed to Customer for processing. Customer shall pay the invoice as set forth in the SOW or within 30 days of receipt if not otherwise indicated or agreed upon.

3. Indemnification.

   ( a.) Subject to the terms and conditions set forth in this section, both parties shall indemnify, defend, and hold harmless the other party, its managers, officers, directors, employees, agents, affiliates, successors, and permitted assigns against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, that are incurred by Indemnified Party (collectively, "Losses"), arising out of or related to any third-party claim alleging:
       i. Breach or non-fulfillment of any representation, warranty, or covenant under this Agreement by Indemnifying  Party;
      ii. Any negligent or more culpable act or omission of Indemnifying Party (including any reckless or willful misconduct) in connection with the performance of its obligations under this Agreement; or
     iii Any bodily injury, death of any person, or damage to real or tangible personal property caused by the negligent or more culpable acts or omissions of Indemnifying Party or its personnel or agents (including any reckless or willful misconduct); or
     vi. Any failure by the Indemnifying Party to comply with any applicable federal, state, or local laws, regulations, or codes in the performance of its obligations under this Agreement.

(b.) Notice of Third-Party Claims. Both parties shall give the Indemnifying Party prompt written notice (a " Claim Notice '') of any Losses or discovery of facts on which the Indemnified Party intends to base a request for indemnification under this Section. Indemnified Party's failure to provide a Claim Notice to Indemnifying Party under this Section does not relieve Indemnifying Party of any liability that Indemnifying Party may have to Indemnified Party, but in no event shall Indemnifying Party be liable for any Losses that result directly from a delay in providing a Claim Notice, which delay materially prejudices the defense of the related third-party claim. Each Claim Notice must contain a description of the third-party claim and the nature and amount of the related Losses (to the extent that the nature and amount of the Losses are known at the time). Indemnified Party shall furnish promptly to Indemnifying Party copies of all papers and official documents received in respect of any Losses.
    i. Indemnifying Party's duty to defend applies immediately, regardless of whether Indemnified Party has paid any sums or incurred any detriment arising out of or relating, directly or indirectly, to any third-party claim.
    ii. The Indemnifying Party shall give prompt written notice to the Indemnified Party of any proposed settlement of an Indemnified Claim. Indemnifying Party may not, without Indemnified Party's prior written consent, which Indemnified Party shall not unreasonably withhold, condition, or delay, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder unless such settlement, compromise, or consent: (i)  includes an unconditional release of Indemnified Party from all liability arising out of such claim; (ii) does not contain a stipulation to or an admission or acknowledgement of any liability or wrongdoing on the part of Indemnified Party; and (iii) does not imposes any obligation on the Indemnified Party other than a monetary obligation that is payable in full by the Indemnifying Party.

4. Term and Termination.

The term of this Agreement shall begin on the date the quote is signed and continue until terminated in accordance with the terms of this section.  This Agreement may not be terminated by either party without cause or without serving a written notice.  Notice shall be provided as indicated herein. 
   a. Transition of Services Upon Termination. Media Junction agrees to take responsible steps to assist with the orderly transition of matters to Customer or its designee. Promptly upon Customer’s request or upon termination of this Agreement, Media Junction shall, at Customer’s option, return or destroy all Confidential Information/Customer Materials and provide certification of such disposition.  Destruction shall occur in a manner designed to prevent any third-party access.  Notwithstanding the foregoing: (i) Media Junction may maintain one copy of the Confidential Information/Customer Data for the purpose of reviewing its obligations hereunder until such obligations expire or to comply with record retention laws or regulations; and (ii) Media Junction may continue to retain electronic copies of the Confidential Information/Customer Materials as archive copies on its disaster recovery and/or information technology backup systems in which case such copies shall be destroyed upon the normal expiration of the backup files.  In both (i) and (ii) above, the obligations set forth in this Agreement shall continue to apply to all such Confidential Information and Customer Materials.
   b. All provisions of this Agreement that, by their nature, survive termination or expiration of the Agreement (including without limitation the Indemnification, Confidentiality, and Data Security provisions of this Agreement) shall survive any such termination or expiration. 
  c. Both parties agree to non-disparagement privately or publicly.

5. Compliance with Laws and Policies.

Media Junction represents and warrants to Customer that:
   a. it is duly organized, validly existing, and in good standing under the laws of the state in which it is organized and that it is duly qualified to do business and is in good standing in every jurisdiction in which such qualification is required for purposes of this Agreement;
  b.  it has the full right, power, and authority to enter into this Agreement, to grant Customer the rights and licenses set forth herein, and to perform its obligations hereunder;
   c. it shall at all times comply with all federal, state, and local laws, ordinances, regulations, and orders that are applicable to the operation of    its business and to this Agreement and its performance hereunder.  
   d. it shall at all times and at its own expense, obtain and maintain all certifications, credentials, authorizations, licenses, and permits necessary (including the rules and regulations of all authorities having jurisdiction over the provision of the Services) to conduct its business relating to the performance of its obligations under this Agreement.
   e.it has all of the requisite resources, skill, experience, and qualifications to perform its obligations under this Agreement in a professional and workmanlike manner, in accordance with generally recognized and commercially reasonable industry standards for similar services;
   f. no actual or potential conflict exists between its business, financial, or personal relationships and the performance of its obligations hereunder and that it shall immediately notify Customer in writing if such performance have or could cause an actual or potential conflict of interest or the appearance of impropriety; 
   g. it will not perform nor permit Services to be performed by employees or subcontractors who may be under the influence of unauthorized controlled substances and/or alcohol, whether Services are performed on or outside of Customer’s premises;
   h. it shall not give, directly or indirectly, anything of economic value as a gift, gratuity, favor, entertainment, or loan that is, or may appear to be, designed to influence the official conduct of an employee or agent of Customer.  This provision does not prohibit providing a Customer agent or employee food, refreshments, or unsolicited advertising or promotional material of nominal value; and
   i. THE EXPRESS WARRANTIES CONTAINED IN THIS AGREEMENT ARE IN LIEU OF ANY IMPLIED OR VERBAL WARRANTIES, AND EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS, IMPLIED WARRANTIES, OR CONDITIONS WITH RESPECT TO THE SUBJECT MATTER HEREOF, WHETHER STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE.

6. Confidentiality & Non-Disclosure.

Confidential Information means non-public information marked "confidential", "proprietary", or that otherwise should be understood by a reasonable person to be confidential in nature, provided by a party or on its behalf.  For avoidance of doubt, all of Customer's technology, personally identifiable information, financial, or business data are the Confidential Information of Customer.
a. Recipient Obligations.  Except as permitted herein or as required by applicable law, statute, rule, regulation, or professional standard, neither party shall otherwise disclose Confidential Information for any purpose other than to perform their obligations under this Agreement.  Each party shall use reasonable precautions to protect the other's CI and employ at least those precautions that such party employs to protect its own confidential or proprietary information including industry standard data and security controls.  
   i. Recipient may disclose Confidential Information to its employees, affiliates, and legal, financial representatives, or auditors (its "representatives") that have a need to know for the purpose of a party's exercise of its rights or performance of its obligations under this agreement and have been informed of the confidential nature and are bound by a written confidentiality agreement at least as protective of the Confidential Information as the terms in this section. Recipient will be responsible for a breach of this Agreement by its representatives. 
   ii. Recipient specifically agrees that it will not use or disclose any nonpublic personal information about the disclosing party’s customers, employees, and/or that of its subsidiaries and affiliates in any manner prohibited by applicable law. Notwithstanding anything to the contrary, the parties agree that personally identifiable information is Confidential Information and that Media Junction will comply with Customer’s Data Protection Requirements. Both parties recognize this is not part of the scope of the project. Data privacy policies for GDPR should be referred to the Customers Legal team. Media Junction does NOT or will NOT recommend legal options, the legal direction must come from the Customer.
   iii. The recipient represents and warrants that (a) it will comply and will require its representatives to comply, with all applicable federal, state, and local data protection laws and regulations in the maintenance, disclosure, and use of all Personal Information contained in any Confidential Information that is disclosed to the Recipient or its Representatives hereunder and (b) it has implemented and will continue to maintain sufficient information security protocols to secure and protect the confidentiality of all Confidential Information in the recipient's or its representatives' possession or control.
b. Exclusions.  No obligation of confidentiality applies to information that the receiving party was rightfully in its possession or known by the recipient prior to its disclosure, or rightfully received without the obligation of confidentiality from a third party or was independently developed by the recipient without use of or reliance upon any CI.  No obligation of confidentiality applies to information that is or becomes part of the public domain or publicly available through no act or omission of the recipient and through no breach of this Agreement.
c. Compelled Disclosure.  If disclosure is required by law or request of a governmental agency or entity (including a court order or subpoena), the party to which the request for disclosure is made shall: 
1) disclose such information to the minimum extent required, and 
2) provide the other party with prior prompt written notice thereof to allow the other party to seek a protective order, restraining order, or other appropriate relief.

7. Limitation of Liability.

EXCEPT FOR MEDIA JUNCTION’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS OR VIOLATION OF LAW, IN NO EVENT SHALL EITHER PARTY OR ANY OF ITS AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, OR ASSIGNS BE LIABLE, ONE TO THE OTHER, UNDER OR IN CONNECTION WITH THIS AGREEMENT (OR ANY THIRD PARTY CLAIMING RIGHTS UNDER OR IN CONNECTION WITH THIS AGREEMENT) FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL CUSTOMER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE SERVICES FOR THE ONE YEAR PERIOD PRIOR TO THE EVENT OUT OF WHICH THE CLAIM AROSE.

8. Insurance.  

Prior to commencement of Services and throughout the Term of the Agreement, Media Junction shall, at its own expense, maintain and carry in full force and effect at least the following types and amounts of insurance coverage, subject to the requirements set forth in this Section.

Commercial general liability with limits no less than $1,000,000 for each occurrence and $2,000,000 in the aggregate, including bodily injury and property damage and products and completed operations and advertising liability, which policy will include contractual liability coverage insuring the activities of Media Junction under this Agreement;

Worker's compensation and employer’s liability insurance with limits no less than the minimum amount required by applicable law or statute;

Professional Liability (Errors & Omissions) insurance as appropriate to Media Junction’s profession, with limits no less than ($1,000,000) per occurrence or claim, two million dollars ($2,000,000) in the aggregate.
Media Junction shall ensure that all insurance policies required pursuant to Section 1.1 are issued by insurance carriers currently rated A- or better by A.M. Best.

9. Certificate(s) of Insurance.

Prior to commencement of Services and upon each policy renewal throughout the term of this Agreement, Media Junction shall provide Customer with copies of the certificates of insurance and policy endorsements for all insurance coverage required by this Section upon written request. This Section shall not be construed in any manner as waiving, restricting, or limiting the liability of either party for any obligations imposed under this Agreement (including but not limited to, any provisions requiring a party hereto to indemnify, defend, and hold the other harmless under this Agreement).  Customer reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

10. Non-Solicitation.

During the term of this Agreement and for a period of one (1) year after any termination of this Agreement, the Parties shall not, directly or indirectly, for itself or for any third Party, solicit for employment or retention as an independent contractor any employee of the other Party. Solicitation excludes general advertising of openings online, in newspapers or trade publications. In the event that a Party breaches this Section, the entire liability of the soliciting Party and the exclusive remedy of the other Party shall be payment to the other Party of an amount equal to the solicited employee’s (i) base salary for one year at the rate in effect as of the date of solicitation or (ii) base salary for one (1) year at the new job for which the employee was solicited, whichever is greater.

11. Cooperation.

Media Junction agrees to cooperate with Customer to provide all information, documentation, testimony, or other cooperation as may be reasonably requested from time to time, relating to the Services provided including, but not limited to, administrative, judicial, or other proceedings, audits, inquiries or investigations involving Services provided by Media Junction or regarding Media Junctions’ relationship with Customer.  The Parties agree to reimburse each other for all reasonable out of pocket costs incurred in connection with such cooperation.

12. Relationship of the Parties.  

Media Junction shall be an independent contractor pursuant to this Agreement. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties. Neither party, by virtue of this Agreement, will have any right, power, or authority to act or create an obligation, express or implied, on behalf of the other party. Without the other party’s prior written consent. This Agreement shall not limit or restrict Media Junction’s ability to perform services for or through other parties.  Media Junction acknowledges that Customer does not dictate the performance, methods, or process used by Media Junction to perform the Services.  Any persons employed or engaged by Media Junction in connection with the performance of the Services shall be Media Junction's employees or subcontractors. Limited to those Media Junction employees directly engaging with Customer to provide the Services, Media Junction will employ labor satisfactory to Customer, and Media Junction must remove or cause to have removed any employee or employees who are considered unsatisfactory by Customer.  Media Junction will have a designated individual authorized to receive orders and to make decisions regarding the Services.
Media Junction will be solely responsible for their supervision, daily direction and control, wage rates, withholding income taxes, providing unemployment and disability benefits, and the manner and means through which the work under this Agreement will be accomplished.  Media Junction acknowledges that it will be paid by the job and or contract. Media Junction agrees to cover their team members and not hold the Customer responsible for any of Media Junction’s team’s salary or benefits.

13. Third Party

   a. The Customer hereby acknowledges that certain Services rely upon goods and/or services being provided by third parties (‘Third Party Services’). The Customer acknowledges that the Third Party Services will be governed by that third parties’ terms and conditions and that Media Junction cannot provide any warranties and guarantees in respect of the Third Party Services.
   b. Media Junction shall not be liable to the Customer for any delay in performing the Third Party Services and/or failure to perform the Third Party Services by its providers. If delays exceed 30 days Media Junction reserves the right to cancel the agreement and receive full payment of the remainder of the contract amount. Customer agrees to pay the remainder of the contract. 
   c. Providers of Third Party Services may provide their own warranties to the Customer and the Customer must satisfy itself whether or not such warranties (where given) are acceptable for the Customer’s business purposes or risk management policies.
   d. Media Junction shall use reasonable care and skill in recommending the providers of Third Party Services however Media Junction shall not be liable for any adverse impact it might have on the provision of the Services and / or for any lack of success that the Customer might experience in relation to the Services (whether or not the Customer implemented some or all of those recommendations).

14. Ownership of Deliverables.  

Customer is and will be the sole and exclusive owner of all right, title, and interest throughout the world in and to all the results and proceeds of the Services performed under this Agreement (collectively, the "Deliverables") and all other work performed in connection with the Services or this Agreement (collectively, and including the Deliverables, "Work Product") including all patents, copyrights, trademarks (together with the goodwill symbolized thereby), trade secrets, know-how, any derivatives thereof, and other confidential or proprietary information, and other intellectual property rights (collectively "Intellectual Property Rights") therein. Any Deliverables that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, are hereby deemed owned by Customer as “works made for hire.” To the extent that any of the Deliverables do not constitute a “work made for hire,” Media Junction hereby irrevocably assigns to Customer, in each case without additional consideration, all right, title and interest throughout the world in and to the Deliverables.  Upon Customer’s request, Media Junction will promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, as may be necessary to assist Customer to prosecute, register, perfect or record its rights in or to any Deliverables.  
Notwithstanding anything herein to the contrary, Customer’s ownership of the Deliverables shall be subject to the rights of third parties whose materials or services are contained in the Deliverables with Customer’s prior knowledge and written approval (e.g., stock footage, photos, music, software, etc.) and used under a license or other permission granted to Media Junction or Customer (”Third Party Materials”) Media Junction shall disclose in writing to Customer all usage limitations on Third Party Materials prior to their use in or launch of any Deliverable.  To the extent that any of Media Junction’s pre-existing materials (which shall be identified in writing by Media Junction) are incorporated in or combined with any Deliverable, or otherwise necessary for the use or exploitation of any Work Product, Media Junction hereby grants to Customer an irrevocable, worldwide, perpetual, royalty-free, non-exclusive license to use, publish, reproduce, perform, display, distribute copies of, prepare derivative works based upon, make, have made, sell, offer to sell, import, and otherwise exploit such preexisting materials and derivative works thereof. In the event of merger, acquisition or reassignment the Customer may assign, and transfer such rights to others without further consideration or approval of Media Junction.
Media Junction warrants that the deliverables resulting from the SOW will meet all specifications identified in the SOW.  Customer will have a 5 business day period ("Evaluation Period") to verify that Media Junction’s deliverables conform to the specifications (“Nonconformity”).  If Customer notifies Media Junction of a Nonconformity prior to the expiration of the Evaluation Period, Media Junction shall, at its expense, promptly correct any such Nonconformity, whereupon Customer shall receive an additional 5 business day period day period commencing upon Customer’s receipt of the corrected deliverable(s) to verify that the previously reported Nonconformity has been corrected (“Verification Period”).  If such Nonconformity remains uncorrected, at Customer’s election, Customer can 5 business day period the Media Junction to continue to attempt to correct such Nonconformities in accordance with this provision.

15. Data Security.  

Media Junction shall develop, implement, maintain and use appropriate administrative, technical and physical safeguards in compliance with industry business practices to preserve the integrity and confidentiality of and to prevent unauthorized use and disclosure of Confidential Information created, used or received in providing Services under this Agreement and its incorporated documents (“Safeguards”).  These Safeguards shall also apply to transmission, processing, and storage of Confidential Information.  Media Junction shall ensure the Safeguards are implemented and maintained throughout the Agreement term.  In light of the changing nature of security threats, the parties agree that Media Junction may revise its security measures to increase the Safeguards upon prior written notice to Customer and shall provide the revised security measures to Customer within thirty (30) days of the revision.  

16. Security of Agents and Subcontractors.

Media Junction shall require its agents and subcontractors and third parties, to which Media Junction discloses Confidential Information or who Media Junction utilizes in providing services under this Agreement to provide reasonable assurance, evidenced by written contract, that such agents or subcontractors will comply with the same security requirements that Media Junction is required to comply.

17. Data Security Breach Notification.  

Media Junction shall  promptly notify Customer of (a) any actual, attempted or reasonably suspected breach of security of Media Junction’s systems or those maintained on behalf of Media Junction; (b) any actual attempted or reasonably suspected unauthorized access to or acquisition, use, loss, destruction, alteration, compromise or disclosure of any Customer data or Customer confidential information on Media Junction’s systems or those maintained on behalf of Media Junction, or (c) any circumstance pursuant to which applicable law requires notification of such breach to be given to affected parties under state or federal law or other activity in response to such circumstances (a “Security Breach”).
In the event of a Security Breach, Media Junction shall (a) promptly provide to Customer a detailed description of the incident, the data accessed, the identity of affected third parties, if any, and such other information as Customer may request concerning the Security Breach, (b) take prompt actions that such Security Breach or potential Security Breach will not reoccur; and (c) cooperate with Customer and any law enforcement or regulatory official investigating such Security Breach.
Notwithstanding the foregoing, to the extent not prohibited by applicable law, Customer shall make the final decision on notifying Customer customers and/or the general public and make the final decision on any remediation plan regarding the same.  If a notification to a Customer customer is required under any applicable law, guidelines or best practice, then in addition to other costs arising out of or in connection with such Security Breach, and without prejudice to all other rights and remedies available to Customer under this Agreement, at law or in equity, Media Junction shall reimburse Customer for reasonable notification related costs and other expenses incurred by Customer arising out of or in connection with any such Security Breach.  The provisions of this section shall survive termination of the Agreement.

18. Dispute Resolution.

In the event of any claim or dispute of any nature between the Parties arising out of or relating to this Agreement, including but not limited to performance, breach, termination, expiration, application, or meaning of this Agreement, the Parties shall first attempt to resolve all such claims and disputes by consulting and negotiating with each other in good faith to attempt to reach a solution satisfactory to both Parties including, where practicable, through non-binding mediation if mutually agreed by the Parties.

19. Time is of the Essence:  

(a)  In consideration of Media Junction accepting Customer and agreeing to enter into this agreement with Customer, Media Junction is committing personnel to Customer’s project and foregoing other potential Customers.  Time is therefore of the essence in the execution by Customer of Customer’s duties and responsibilities herein identified and as are reasonably expected by Media Junction. Should Customer fail to comply with the deadlines herein identified or the expectations of Media Junction, Media Junction retains the right to terminate this agreement with Media Junction retaining all payments made at the time of termination and with Customer remaining responsible for all amounts owed to Media Junction at the time of termination.  As an additional remedy should Customer breach this agreement, Media Junction may assess, and Customer shall pay, $1,000.00 (“Additional Payment”).  Should Media Junction elect to enforce this remedy of an Additional Payment from Customer, Media Junction shall be under no obligation to perform any additional work for Customer until the Additional Payment, and all other outstanding amounts owed, are received by Media Junction.
(b)  Reciprocation:  All requirements of Section (a) similarly apply to Media Junction, except that should Customer elect the remedy of payment of $1,000.00 by Media Junction, said amount shall be deducted from Customer’s final payment to Media Junction.
(c)   Responsible Person:  A committed representative at Customer is the best way to ensure efficient communication and that deadlines are met.  Both parties agree to each commit a representative whose priority is to ensure the obligations identified in this section, Time is of the Essence, are satisfied and responses are timely sent to Media Junction.  This person shall be the primary point of contact for Media Junction at Customer.  Should Customer replace its identified representative, Customer shall promptly identify a new representative to Media Junction in writing within 48 hours and vice versa.
(d)  Extension of Deadlines:  In the event Customer fails to meet a deadline, all subsequent deadlines will be postponed, and the project removed from our production schedule until a new timeline is agreed upon; subject to our team's availability based on our production schedule. Missing a deadline by a corresponding number of days, does not automatically extend the deadline by the corresponding days; nor does it overwrite the original payment schedule timeline. All payments are due upon original workback schedule or contract terms. 
(e)  Amending Deadlines.  No deadline herein may be amended without Media Junction’s approval, and a signed agreement by Customer of a new agreed upon timeline.  Some deadlines are contingent upon other deadlines, while others are not.  In the event Customer wishes to amend a deadline without similarly amending the final deadline for completion in this Agreement, Customer shall pay Media Junction $500.00 or 5% of the contract price, whichever is greater for a rescheduling fee.

20. Governing Law.

This Agreement shall be governed by, interpreted, construed and enforced in accordance with the laws of the State of Delaware.

21. Notice.

All notices and demands of any kind or nature which either Party may be required or desire to serve upon the other in connection with this Agreement shall be in writing and may be served in person, by certified mail (return receipt requested), or by commercial overnight delivery (e.g., Federal Express).

22. Force Majeure.

Any delay or failure of either Party to perform its obligations under this Agreement will be excused to the extent that the delay or failure was caused directly by an event beyond such Party's control, without such Party's fault or negligence and that by its nature could not have been foreseen by such Party or, if it could have been foreseen, was unavoidable (which events may include natural disasters, embargoes, explosions, riots, wars or acts of terrorism) (each, a "Force Majeure Event").  If a Force Majeure Event occurs, the Party delayed or unable to perform shall give immediate notice to the other Party. A Party’s financial inability to perform, changes in cost or services, market conditions or supplier actions or contract disputes will not excuse service level performance.  The Party shall use all diligent efforts to end the Force Majeure Event, ensure that the effects of any Force Majeure Event are minimized and resume full performance under this Agreement.

23. Relationship of the Parties.  

Media Junction shall be an independent contractor pursuant to this Agreement. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties. Neither party, by virtue of this Agreement, will have any right, power, or authority to act or create an obligation, expressed or implied, on behalf of the other party. Without the other party’s prior written consent. This Agreement shall not limit or restrict Media Junction’s ability to perform services for or through other parties.  Media Junction acknowledges that Customer does not dictate the performance, methods, or process used by Media Junction to perform the Services.  Any persons employed or engaged by Media Junction in connection with the performance of the Services shall be Media Junction's employees or subcontractors. 
Media Junction will be solely responsible for their supervision, daily direction and control, wage rates, withholding income taxes, providing unemployment and disability benefits, and the manner and means through which the work under this Agreement will be accomplished.  Media Junction acknowledges that it will be paid by the job and not on a salary or hourly basis and that Media Junction is not covered by Customer’s health or workers’ compensation insurance.

24. Time of the Essence.

Time shall be of the essence in this Agreement.

25. Severability.

In the event that any term or provision of this Agreement shall be held to be invalid, void or unenforceable, then the remainder of this Agreement shall not be affected, impaired or invalidated, and each such term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

26. Assignment.  

This Agreement shall be binding on the Parties hereto and their respective successors and assigns.  Notwithstanding the above, it is agreed that neither Party shall assign or transfer this Agreement without the prior written consent of the other Party.

27. No Third-Party Beneficiaries.  

Neither party may assign, transfer, or delegate any or all of its rights or obligations under this Agreement, without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed; provided, that, upon prior written notice to the other party, either party may assign the Agreement to an Affiliate of such party or to a successor of all or substantially all of the assets of such party through merger, reorganization, consolidation, or acquisition. No assignment shall relieve the assigning party of any of its obligations hereunder. Any attempted assignment, transfer, or other conveyance in violation of the foregoing shall be null and void. This Agreement shall be binding upon and shall ensure to the benefit of the parties hereto and their respective successors and permitted assigns.  Affiliate means any corporation or other business entity controlled by, controlling, or under common “control” with a party. For this purpose, “control” means the power to direct or cause the direction of the management, policies, and operation of such an entity whether through the ownership of voting securities, by contract, or otherwise.

28. Waiver.

Failure to insist upon strict compliance with any of the terms, covenants or conditions of this Agreement shall not be deemed a waiver of such term, covenant or condition or of any other term, covenant or condition.  Any waiver or relinquishment of any right or power in this Agreement at any one or more times shall not be deemed a waiver or relinquishment of that right or power at any other time.

29. Remedies Cumulative.

The remedies set forth in this Agreement are cumulative and are in addition to any other remedies allowed at law or in equity.  Resort to one form of remedy shall not constitute a waiver of alternate remedies.  Media Junction agrees that impermissible disclosure or use of Confidential Information or other breach or violation of any of the provisions of this Agreement may cause irreparable harm to Customer and that remedies at law may be inadequate to protect against breach of this Agreement.  The Parties hereby agree in advance that Customer shall have the right, in addition to all available remedies, to seek injunctive relief without proof of actual damages in order to prevent such acts, attempts and violations.

30. Headings.

The headings and numbering in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

31. Counterparts.

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement using a digital signature (such as DocuSign) or delivered by electronic transmission (such as email) shall be deemed to have the same legal effect as delivery of an original signed paper copy of this Agreement.

32. Entire Agreement.

This Agreement, together with any other documents incorporated herein by reference, including SOWs, exhibits, and schedules, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.  In the event of any inconsistency between this Agreement and any other documents incorporated herein by reference, this Agreement shall control unless otherwise expressly set forth in the incorporated document.

33. Additional Scope:

Media Junction reserves the right to submit a new SOW or charge an hourly billable rate for work deemed out of scope. Additional scope will be identified in writing.

34. Scope of Work:

Deliverables are outlined in the scope of work, additional work may be requested at any time and is subject to team’s availability and may require an additional SOW.

35. Bank of Hours:

If the project includes a bank of hours, hours expire within 90 days of purchase unless otherwise indicated within the scope of work. Monthly hour allocations do not roll over.

36. Project Abandonment:

A project is considered abandoned after 30 days of no communication or any delays from project approval dates set forth in the workback schedule.  Should there be a pause in services, Media Junction has the right to terminate the agreement and retain all payments made at the time of pause and with Client is responsible for all outstanding amounts owed to Media Junction to satisfy the contract in full.

Customer and Media Junction have caused this Agreement to be executed as the date of the signed quote.