1. Acceptance
This agreement, comprising this Master Services Agreement and the attached Proposal, is between Sfera Interactive (located at 157 Columbus Ave, 4th Floor, New York, NY 10023) and the Client. The agreement becomes effective on the date of the last signature and remains valid until terminated as per the terms herein.
2. Validity
The proposal, including pricing and terms, is valid for 30 days from its date. If signed within this period, it becomes a binding contract. All information in the proposal is confidential and should be used solely for purposes outlined in this agreement.
3. Confidential Information
Both parties agree to keep each other’s information confidential, not disclosing it to third parties or using it outside the scope of this agreement. This does not apply to public domain information, information already known, or independently developed without using the other party’s confidential information. Required legal disclosures are permitted, provided efforts are made to limit and protect the information.
4. Return or Destruction of Materials
Upon request or at the end of the agreement, both parties will return or destroy the other’s confidential information, including all copies, and certify the destruction in writing.
5. Rights, Licenses, and Intellectual Property
- Each party retains ownership of its intellectual property (Background IP) as of the Effective Date.
- Client owns all content provided to Sfera Interactive for services under this agreement (Client Content).
- Intellectual property and work products created by Sfera Interactive for the Client (Works) are owned by the Client. Sfera Interactive assigns all rights to these Works to the Client.
- Sfera Interactive grants the Client a worldwide, royalty-free license to use its Background IP necessary for the Works.
- Client grants Sfera Interactive a similar license for Client Content and Background IP for fulfilling this agreement.
- Both parties agree not to interfere with each other’s use of intellectual property as per this agreement.
6. Lists and Other End-User Data
Sfera Interactive acknowledges that the Client owns all user-related data and will provide access or surrender these upon request.
7. Service Terms Agreement and Limitations
- The agreement is limited to the project scope of work.
- Sfera Interactive commits to skilled and competent service delivery.
- Availability is 5 days a week, 8 hours a day (Eastern U.S. Local Time). Communication is primarily through email.
- Client is responsible for timely approvals of deliverables.
- Payment terms: Invoices are due within 30 days of receipt. Late payments attract a 1.5% monthly charge. Disputed amounts are exempt from this charge.
- Additional services outside the project scope are billed at $200/hour.
8. Project Abandonment
If the Client is unresponsive for two months, the project may be deemed abandoned, and any refunds may be forfeited.
9. Cancellations
The Client can cancel at any time with written notice. Upon cancellation, a 50% deposit is non-refundable, and any additional dues must be paid within 30 days. Late payments attract a 1.5% monthly charge.
10. Warranty
Sfera Interactive warrants that its deliverables will not violate laws or contain harmful software components. It also ensures that the Work Product will function as per the scope of work for 30 days post-testing, provided no changes are made by the Client.
11. Indemnity
Sfera Interactive will defend and indemnify the Client against claims of infringement or violation of third-party rights related to the services and Work Product provided.
12. Governing Laws
This agreement is governed by the laws of the State of New York, excluding its choice of law principles.