Last Updated: July 22, 2024
MASTER SERVICE AGREEMENT
This Master Service Agreement ("Agreement") is entered into as of [CURRENT DATE], by and between Podify LLC, a California Limited Liability Company with a principal address of 8136 Gonzaga Avenue, Los Angeles CA ("Provider"), and [Client's Legal Name], with a principal address of [Address] ("Client").
RECITALS:
- WHEREAS, Provider is in the business of providing creative services as a subscription using a credit system; and
- WHEREAS, Client desires to engage Provider to provide such services, subject to the terms and conditions of this Agreement;
NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:
1. DEFINITIONS
1.1 Credits: Units purchased by Client that can be exchanged for creative services provided by Provider as detailed in an SOW.
1.2 Deliverables: Any materials or products created and delivered by Provider to Client in accordance with a specific Statement of Work (SOW).
1.3 Services: Creative and related services provided by Provider as further defined in the applicable SOW.
1.4 Confidential Information: Any non-public information disclosed by either party to the other.
2. SCOPE OF SERVICES
2.1 Statements of Work: This Agreement governs the general terms and conditions applicable to any specific projects initiated through Statements of Work (SOWs) referencing this Agreement.
2.2 Changes: Any amendments to an SOW, including additional services or modifications, must be mutually agreed upon in writing.
3. CREDIT PLANS
3.1 Basic Plan:
3.2 Pro Plan:
3.3 Platinum Plan:
- Cost: $7,500
- Credits: 100
3.4 Enterprise Plan:
- Cost: $10,000
- Credits: 150
3.5 Plan Selection: Client agrees to purchase the selected plan:
 [ ] Basic [ ] Pro [ ] Platinum [ ] Enterprise [ ].
3.6 Plan Changes: Upgrades or downgrades between plans can be made by mutual agreement, and will result in the prorated adjustment of credits and fees.
3.7 Additional: more credits may be purchased at the equivalent pro-rated value based on the current plan
4. PAYMENT TERMS
4.1 Credit System: Client agrees to purchase credits that can be used to obtain Services from Provider. Credits are non-refundable but never expire after purchase.
4.2 Recurring Payments: Client agrees to provide and maintain valid credit card or bank account information for automatic recurring payments. Credit card payments are subject to a 3.5% processing fee.
4.3 Rates and Expenses: The SOW will outline how many credits are required for each service, with additional fees and expenses, if any, specified separately.
4.4 Invoicing: Provider shall issue invoices in accordance with the credit purchase schedule set forth in the SOW. Payment is due immediately upon issuance of the invoice.
4.5 Late Fees: Unpaid invoices may incur a late fee of 2% per month or the maximum rate permitted by law.
5. ACCEPTANCE CRITERIA
5.1 Acceptance Review: Client will have [number] business days to review and accept deliverables from the date of delivery. If no response is received within this timeframe, deliverables will be deemed accepted.
6. INSURANCE REQUIREMENTS
6.1 Provider Insurance: Provider shall maintain professional liability insuranceÂ
7. NON-SOLICITATION
7.1 During the term of this Agreement and for 3 months after its termination, neither party shall solicit or hire any employee or contractor of the other party.
8. DATA SECURITY
8.1 Security Measures: Provider shall implement and maintain appropriate security measures to protect Client data against unauthorized access.
9. INTELLECTUAL PROPERTY
9.1 Provider IP: All methodologies, processes, and tools owned or developed by Provider prior to or outside the scope of the Agreement shall remain Provider's exclusive property.
9.2 Deliverables IP: Upon full payment of the credits and any applicable fees, Provider assigns to Client all rights to the specific deliverables created under the relevant SOW, subject to the rights of any third-party components used.
10. CONFIDENTIALITY
10.1 Obligations: Both parties agree to use Confidential Information solely for the purpose of performing obligations under this Agreement and to maintain its confidentiality.
10.2 Exclusions: Information that is publicly known, independently developed without reference to the other party's information, or lawfully obtained from a third party is not considered Confidential.
11. RESPONSIBILITIES
11.1 Provider Responsibilities: Provider shall perform services in accordance with accepted industry standards and in a timely and professional manner.
11.2 Client Responsibilities: Client shall cooperate by providing information, access, and approvals necessary for Provider to complete its work.
12. INDEMNIFICATION AND LIABILITY
12.1 Indemnification: Each party agrees to indemnify and hold harmless the other from claims resulting from the indemnifying party's breach of this Agreement or its negligent conduct.
12.2 Limitation of Liability: Neither party shall be liable to the other for indirect, incidental, or consequential damages. Provider's total liability shall not exceed the fees paid by Client.
13. TERM AND TERMINATION
13.1 Term: This Agreement shall commence on the Effective Date and continue until terminated in accordance with this Section.
13.2 Termination for Convenience: Either party may terminate this Agreement or any SOW with [number] days’ written notice.
13.3 Effect of Termination: Upon termination, all outstanding fees shall become due immediately, and any unused credits will expire.
14. DISPUTE RESOLUTION
14.1 Negotiation: The parties shall attempt to resolve disputes through good-faith negotiations.
14.2 Arbitration: If a resolution is not reached, disputes shall be settled through binding arbitration conducted in [City, State].
15. FORCE MAJEURE
Neither party shall be liable for delays or non-performance due to causes beyond their reasonable control, including natural disasters, government orders, or labor strikes.
16. SURVIVAL
The confidentiality, intellectual property, and indemnification provisions of this Agreement shall survive termination.
17. GOVERNING LAW
This Agreement shall be governed by the laws of the State of California, without regard to conflict-of-law principles.
18. MODIFICATION
Modifications to this Agreement shall only be valid if made in writing and signed by both parties.
19. MISCELLANEOUS
19.1 Entire Agreement: This Agreement, together with any applicable SOWs, constitutes the entire agreement between the parties.
19.2 Electronic Signature: This Agreement shall be executed electronically and shall have the same force and effect as an original signature.
19.3 Severability: If any provision is held to be invalid, the remaining provisions shall remain enforceable.
IN WITNESS WHEREOF, the parties have electronically executed this Agreement through Provider's website as of the Effective Date.
Podify LLC
[Authorized Signature]
[Title]
[Date]
[Client Name],
[Authorized Signature]
[Title]
[Date]
Attachment:
Ultimate Plan
1 × $5,000.00 / Month 
Ultimate Plan