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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

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

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.