Master Service Agreement

TERMS & CONDITIONS

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These Terms and Conditions (“Agreement”) are by and between Streamline Jacks LLC (“Streamline Jacks”), a Wisconsin Limited Liability Company, and yourself (“Client”). This Agreement will sometime refer to Streamline Jacks as “We”, “Our,” or “Us.” The Agreement will refer to both Streamline Jacks and the Client as “Party” individually and “Parties” collectively. The Parties enter into this Agreement in order to complete a project the Parties have mutually agreed to undertake (“Project”).

• TERM. The term of this Agreement (“Term”) will begin on the effective date shared with a written confirmation of your order delivered to you by Streamline Jacks (“Start Date”). Your products and services will end, including, without limitation, any renewal terms, if applicable, will be stated in a written confirmation of your order delivered to you by Streamline Jacks (“End Date”).
• SERVICES. We will perform services for the Client (“Services”) and provide certain deliverables (“Deliverables”) on a time and material basis unless a formal statement of work (“SOW”) was written and signed. 
• PROJECTS WITHOUT AN SOW. In the absence of an SOW, the Services, payment terms, and expenses related to the Project shall be determined by the Parties, either verbally or in writing. We will invoice you on the first of each month for Services rendered in the previous month.
• PAYMENT TERMS
  • Payment Schedule. Client will be billed on the first of each month for the services rendered in the previous month. Streamline Jacks’ hourly rate remains at $125 through 2023.
  • Payment Processing. We will only accept payment in United States Dollars paid through check, wire transfer, credit card, or online payment services, unless otherwise agreed to by the Parties in writing. If the payment processing method the Client selects requires additional processing fees, the Client will be solely responsible for paying for the same additional processing fees. We are also not responsible for cost adjustments due to exchange rate fluctuations between United States Dollars and other currencies.
  • Late Payments. Payments received more than seven (7) days after the respective due date for the invoice will be considered “Past Due Balance.” Any Past Due Balance will be subject to a monthly late fee of five percent (5%) of the Past Due Balance as of the first of the month in which there is a Past Due Balance. Streamline Jacks reserves the right to temporarily suspend Services until Client pays the Past Due Balance. Such temporary suspension will not affect the other amounts due and owed to Streamline Jacks under this Agreement.
  • Premium & Rush Fees. The Client may request Services that We determine, in our sole discretion, does not account for an adequate time to complete the Services on the requested timeline and according to Our usual standards and timelines. If the Client makes such a request, We reserve the right to charge the Client a premium fee not to exceed fifty percent (50%) of the Total Project Estimate (“Premium Fee”) to account for the truncated timeline and required time and resource allocation outside of normal working hours, such as evenings, weekends, holidays, or during pre-scheduled personal and vacation time. Streamline Jacks requires two to four (2-4) weeks of advance notice to complete standard projects timely.
  • Collection. We will charge the Client a fee of fifty dollars ($50.00) for any returned check you submit to Us for payment, plus any additional related bank fees incurred from the returned check. Client will pay all attorneys’ fees and additional related costs incurred by Streamline Jacks in the collection of any amounts due Streamline Jacks that Client does not pay according to the terms of this Agreement.
• TAXES. The charges for the Services do not include taxes. If Streamline Jacks is required to pay any sales, use or similar taxes to federal, state, or local governments related to the Services. Streamline Jacks will itemize and invoice the tax amounts to the Client, and the Client will pay the taxes. Client will not be responsible for taxes associated with Streamline Jacks’ income and payroll taxes.
• EXPENSES. The Client must approve any additional expenses that arise during the course of any projects, including but not limited to photography, fonts, production expenses, postage, travel, lodging, sales tax, messenger services, shipping, Client-required software, web hosting, and printing fees (“Additional Expenses”). Additional Expenses once approved by the Client, will be included in the next invoice for the Services, which shall be payable upon the same payment terms defined herein.
• TRAVEL/IN-PERSON MEETINGS. At the request of the Client, Streamline Jacks personnel can meet on location at the Client’s headquarters, or at another location of the Client’s choosing. Any fees associated with travel, including but not limited to airfare, hotel/lodging, and ground transportation to and from Client location will be itemized and invoiced separately above and beyond the service fees identified in the SOW.
• LICENSING FEES. Third-party service providers shall bill the Client directly for any fees for third-party integration needs, including but not limited to third-party modules and plugins. These fees will originate directly from the third-party providers, and Streamline Jacks will have no control over the amount of the fees, nor collect any revenue from the fees. In some cases, third-party service providers may require the Client to provide credit card information for ongoing monthly fees. Any third-party fee increases are outside of the control of Streamline Jacks, and Client will handle all such transactions directly, with Streamline Jacks’ consultation as requested.
• TECHNOLOGY VALIDATION. In most cases, the Client works with Streamline Jacks to design and build a solution on a specific platform that has previously been decided upon by the Client, including but not limited to Shopify, BigCommerce, Squarespace and WordPress+Woo. Unless Streamline Jacks’ services have been retained to research and determine the best platform for the Client based on functional and technical requirements, it is the Client’s sole responsibility to ensure that the platform meets all the needs of the Client’s business and processes. If during the course of the project the Client determines that the selected platform is no longer adequate, work performed up to that point will remain billable fees payable to Streamline Jacks. 
• CLIENT APPROVALS. The Client is responsible for approval of all Deliverables at each stage of the project. Client’s approval of any Deliverable shall constitute Client’s representation that Client has reviewed the form and substance of such Deliverable to ensure its accuracy and waives any claims against Streamline Jacks for any inaccuracies or errors made by Streamline Jacks in such Deliverable. Client shall indemnify and hold Streamline Jacks harmless from and against any and all claims arising out of any alleged inaccuracy or inadequacy of such Deliverable. Once the Client gives final approval of the completed Deliverable, Streamline Jacks is not responsible for performing any additional services for the specific Deliverable unless the Client requests additional services. The charges for such additional services will be billed at the next pay period.
• CLIENT PERFORMANCE. Client is responsible for providing the information and assistance needed by Streamline Jacks on a timely basis in order for Streamline Jacks to deliver the Services. If Client fails to act on the timelines Streamline Jacks requests, such as reviews and approvals or the delivery of required assets, Streamline Jacks reserves the right, in its sole discretion, to adjust the project timeline and budget at the time of the delay to fit Streamline Jacks’ production schedule.
  • Project Dormancy. If the Client wishes for Streamline Jacks to pause the Project, the Client must promptly notify Streamline Jacks and the Parties must agree to a pause of the Project in writing. If Streamline Jacks requests cooperation from the Client, and the Client fails to materially provide the same cooperation for at least thirty (30) days without written mutual agreement between the Parties to pause the Project, Streamline Jacks will cease work on the  Project and archive all files associated with the Project, thereby becoming an “Dormant Project.” The Client may reactivate a Dormant Project by paying Streamline Jacks a reactivation fee of five hundred dollars ($500.00). Streamline Jacks will then, in its sole discretion, schedule the Project into its workflow as time and space permit. If The Project remains a Dormant Project for fifteen (15) consecutive days, the Term will expire, and the Client will not be entitled to any refunds or Deliverables.
• DELIVERY OF MATERIALS. The Client will be responsible with supplying Streamline Jacks with all text, documents, records, and data necessary for Streamline Jacks to perform the Services, such as records pertaining to website traffic, admin access, logins to account profiles and historical data on customers and audience (the “Materials”). Client represents and warrants that the Client either fully owns the intellectual property underlying the Materials or has obtained proper permission for the Client and Streamline Jacks to use the Materials.
• NO CONTROL OF THIRD PARTIES. Streamline Jacks has no control over the policies of search engines, such as Google, Bing, and Yahoo, with respect to the type of sites and content the search engines will accept, now or in the future. The Client’s website may be excluded from any directory or search engine at any time at the sole discretion of the search engine or directory. Due to the competitiveness of some keywords and phrases, ongoing changes in search engine ranking algorithms, and other competitive factors, Streamline Jacks does not guarantee any specific position or ranking for any particular keyword, phrase, or search term. Streamline Jacks is not responsible for changes made to the website by other parties that adversely affect the search engine rankings of the Client’s website.
• TERMINATION. Either Party may terminate this Agreement for any reason with a 30-day written notice to the other Party. Streamline Jacks will invoice the Client for any and all fees associated with the Services performed up to the date of written notice (“Notice Date”). The Term shall expire when the Client pays all outstanding fees, or thirty (30) days after the Notice Date, whichever is earlier.
• NOTICE. When this Agreement requires the Parties to provide written notice, such a notice must be delivered by hand, by overnight courier, or by registered or certified mail with postage prepaid and return receipt requested, to the following people:
  • If to the Client: Address listed in submitted form
  • If to Streamline Jacks: Jordan Philbrook, 407 W. Bolivar Ave., Milwaukee, WI 53207
  • A Party required to provide written notice may also use email, assuming the Party receiving the notice confirms receipt.
• WARRANTY. It is the Client’s sole responsibility to review and approve the Deliverables for accuracy and proper functionality at the time of delivery. Client approval serves as the Client’s acceptance of the related Deliverables. Streamline Jacks will address any performance bugs that exist within the delivered codebase for a period of 30 days from launch. Streamline Jacks cannot address bugs or performance issues that are specific to the selected platform, such as Shopify, BigCommerce, WordPress, and Squarespace, or third-party applications, such as plugins, email integration, ERPs, ESPs, and CRMs. 
• CONFIDENTIALITY. The Parties acknowledge that the Project may require each Party to share confidential information. “Confidential Information”  shall include the information that a Party has marked “CONFIDENTIAL” when it discloses it to the other Party,  information that is a Trade Secret under Section 134.90 of the Wisconsin Statutes, and payment information Client provides to Streamline Jacks. Each Party shall maintain confidentiality of all Confidential Information and will treat Confidential Information of the other Party with the same care the Party would treat its own confidential information. Without obtaining the written consent of the other Party, neither Party will disclose any Confidential Information to any third parties, except for the information that: (a) is publicly known by no unauthorized action of the receiving Party or its agents other than through the receiving Party’s unauthorized disclosure; (b) a Party must disclose pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) either Party is required to disclosed to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Agreement. Disclosure of any Confidential Information by the employees or agents of either Party shall be deemed disclosure of such Confidential Information by such Party. Such Party shall be held liable for breach of this Agreement. Once the Term has ended, each Party will return any copies of the other Party’s Confidential Information to the other Party. This section shall survive the termination of this Agreement for any reason.
• OWNERSHIP OF FINAL PRODUCT. All Original Works of Authorship, as defined in Chapter 17 of  U.S. Code, that are made by Streamline Jacks directly for the purposes of this Agreement are the property of Streamline Jacks. This includes the same Original Works of Authorship in their complete and final form. (“Final Product”). Subject to this Agreement, and upon Streamline Jacks’ receipt of Client’s full and final payment, Streamline Jacks hereby assigns its copyright in the Final Product to the Client. Streamline Jacks agrees to reasonably cooperate with Client and shall execute any additional documents reasonably required to evidence Client’s ownership of the Project Property. Streamline Jacks shall retain a non-exclusive license to use the Final Product as part of its portfolio for promotional purposes.
• GENERIC COMPONENTS. Subject to the restrictions on the disclosure of Confidential Information set forth in this Agreement, each Party will be free to use forms, templates and methodologies that are obtained, developed, created or otherwise used in connection with the Services, provided Streamline Jacks may do so only if the same are reused without repeating the specific business processes of the Client.
• INDEPENDENT CONTRACTOR. Both Parties agree that Streamline Jacks is an independent contractor. Both Parties further agree that neither Party has the authority to act for or to bind the other Party in any respect whatsoever, or to incur any debts or liabilities in the name of or on behalf of the other Party. No term in this Agreement will establish an employment or agency relationship between the Parties. Streamline Jacks has and hereby retains the right to exercise full control of and supervision over the performance of Streamline Jacks’ obligations hereunder and full control over the employment, direction, compensation and discharge of all personnel assisting in the performance of the Services. Streamline Jacks may hire subcontractors or other agents to assist in performing the Services.
• NON-INTERFERENCE/NON-SOLICITATION. Both Parties agree that they will not interfere with the contractual relationship between the other Party and any existing customer or vendor with whom the Party was connected as part of this Agreement. Each Party agrees that it will not directly or indirectly solicit, induce, recruit, hire or enter into an independent contractor agreement with an employee or vendor of the other Party without the other Party’s express written consent during the Term and for one (1) year after the end of the Term.
• FORCE MAJEURE. Neither Party shall be liable for any delay in the provision of the Services if such delay or failure is due to any cause beyond the control of such Party, including without limitation, fires, strikes, embargoes, explosions, earthquakes, floods, wars, labor disputes, government requirements, civil or military authorities, acts of god or by the public enemy, acts of terrorism or similar acts, inability to secure necessary materials, services or products, acts or omissions of vendors or suppliers or other causes beyond its control whether or not similar to the foregoing, provided however, the acts described in this section shall not relieve Client of its obligation to pay for services rendered and completed by Streamline Jacks.
• INDEMNIFICATION. It is expressly understood that Streamline Jacks disclaims any and all liabilities, duties and/or obligations, including but not limited to, (i) infringement of any third-party rights or indemnification obligations, trademarks, trade names, logos and/or any other assets provided by Client, used in any Client materials or copywriting, requested or approved by Client, and (ii) the use of any keywords on behalf of Client by Streamline Jacks in providing the Services or creating Deliverables. Client expressly understands and accepts that it is solely responsible for ensuring that all Deliverables, including but not limited to the use of keywords on behalf of client, developed and/ or used by Streamline Jacks on Client’s behalf, are not deceptive and/or misleading in any way regarding Clients’ business or practices.
• WAIVER. No waiver by either Party of any breach by the other Party of any of the provisions of this Agreement will be deemed a waiver of any other breach or any other provisions of this Agreement.  No waiver will be effective unless in writing and only to the extent explained in the writing.
• GOVERNING LAW/JURISDICTION. This Agreement shall be construed in accordance with the laws of the State of Wisconsin, without regard to conflict of law provisions thereof. Any claims arising out of this Agreement shall be brought in a court of competent jurisdiction in Milwaukee County, Wisconsin and both Parties agree to the jurisdiction of such courts.
• DESCRIPTIVE HEADINGS. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.
• COUNTERPARTS/ELECTRONIC SIGNATURE. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one instrument. A scan, facsimile or other electronic copy of a signature on this Agreement shall be acceptable as and deemed to be an original signature.
• SEVERABILITY. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. Client may not assign or sublicense this Agreement without the prior written consent of Streamline Jacks.