These Terms are incorporated by reference into each Order Form executed by the company or individual herein identified as “Customer”, and Wicked Sage, LLC. These Terms and the Order Form together comprise a binding written agreement, herein referred to as “Agreement”, between Customer and Wicked Sage,LLC, effective as of the date of mutual execution of the Order Form by Wicked Sage, LLC and Customer. Wicked Sage, LLC may amend these Terms at any time at its sole discretion, effective upon posting the amended Terms at the domain or subdomains of http://www.wickedsage.com where the prior version of the Terms was posted, or by communicating these changes through any written contact method we have established with Customer.
Wicked Sage, LLC (herein referred to as “Provider”) and Customer agree to the following Master Service Agreement Terms and Conditions:
- SERVICE ORDER FORMS. The terms of this Agreement are incorporated by reference into each service order form executed by the Customer and Provider. This Agreement and the Service Order Form together comprise a binding written Agreement between the Customer and the Provider, effective as of the date of mutual execution of the Service Order Form.
- PAYMENT TERMS. In exchange for the products and services, the Customer will pay compensation to the Provider for the amount stated on the Service Order Form. You agree to pay all fees and other charges in accordance with this Agreement. All fees are due upon receipt of invoice unless alternative payment terms are stated in the service order form. If you do not pay the fees or other charges when they are due, then a finance charge of two percent (2%) plus $100 per month or the maximum rate allowed by law if less will be assessed.
- TERM. This agreement will remain in effect as long as there is an active Service Order Form. The Term of this Agreement is given on the Service Order Form.
- WORK PRODUCT OWNERSHIP. The Provider Sales Tool Kits developed for the Customer along with any copyrightable works, ideas, discoveries, inventions, patents, products, or other information developed in whole or part by the Provider in connection with the Services will be the exclusive property of the Customer.
- CONFIDENTIALITY. Each of the parties hereto agrees to keep confidential any and all information with respect to the other party which it has received or may in the future receive in connection with this Agreement which is not otherwise available to the general public without restriction. Notwithstanding the foregoing, each of the parties shall be entitled to disclose such information (i) to its agents, employees or representatives who have a need to know such information, for the purpose of performance under this Agreement and exercising the rights granted under this Agreement, or (ii) to the extent required by applicable law, or (iii) during the course of or in connection with any litigation, arbitration or other proceeding based upon or in connection with the subject matter of this Agreement.
- WARRANTY. The Provider shall provide its services and meet its obligations under this Agreement and Service Order Forms professionally and in accordance with best commercial practices, using knowledge and recommendations for performing the services and will provide a standard of care equal to, or superior to, care used by service providers similar to the Provider on similar projects.
- INDEMNIFICATION. Each party (“Indemnifying Party”) shall defend, indemnify, and hold harmless the other party (“Indemnified Party”), its officers, employees, and agents from any claim, suit, loss, cost, damage, expense (including attorney’s fees), or liability for any claims brought or liabilities imposed against either party involving the acts or omissions of either party.
- LIMITATION OF LIABILITY. Provider’s liability to you, your affiliates, registered agents, assignees, registrants or any third party claims for any recoverable losses or damages arising under this Agreement including any Service Order Form(s) shall be limited to the amount of your actual direct damages, not to exceed (in the aggregate for all claims) the total annual amount paid under the Agreement during its then-current Contract Year.
- TERMINATION. If you become dissatisfied with the Services because of substantial non-performance, you shall give the Provider detailed written notice of such dissatisfaction. The Provider shall have thirty (30) days to cure the substantial non-performance after receipt of such notice. If the Provider fails to cure such substantial non-performance, you may terminate the applicable Service Order Form and the Provider will refund a pro-rated portion of the fees starting as of the end of the thirty (30) day cure period. Either party may terminate an Order Form if (i) the other party breaches any material term or condition and fails to cure within thirty (30) days written notice, or (ii) the other party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, liquidation or receivership. In the event of non-payment by the Customer, the Provider reserves the right to restrict access to the Services. Customer agrees that such restrictions do not modify the amounts due under their Service Order Form.
- ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Agreement. This Agreement supersedes any prior agreement or understanding between the parties whether oral or written.
- SEVERABILITY. The invalidity or unenforceability of any provision of this Agreement shall not effect the validity or enforceability of this Agreement as a whole, but this Agreement shall be interpreted as if such invalid or unenforceable provision was not a part of this Agreement.
- GOVERNING LAW. This Agreement will be governed by the laws of the Commonwealth of Virginia, USA applicable to contracts made and performed wholly within Virginia without regard to any conflict of law principles. The parties agree that the provisions of the United Nations Convention on Contracts for the International Sale of Goods do not apply to this Agreement. Customer and Provider agree to the sole and exclusive venue of the state and federal courts encompassing Arlington, Virginia for all matters arising with respect to the Services or this Agreement between the parties.
- NOTICE. Any notice pursuant to this Agreement shall be in writing and shall be deemed to have been duly given: (i) five (5) business days after the date of mailing if sent by registered or certified U.S. mail, postage prepaid, with return receipt requested; (ii) when delivered if delivered personally or sent by express courier service; (iii) when transmitted if sent by a confirmed facsimile; or (iv) when transmitted via email, provided that the receiving party acknowledges receipt by return email, and that the email clearly states in the subject line that it is intended to give notice under this Agreement.
- ASSIGNMENT. Except for assignment to a party’s affiliate (any entity which directly or indirectly controls, is controlled by, or is under common control with such party), or in the case of a merger, acquisition or sale of all or substantially all assets not involving a direct competitor of the other party, neither party may assign or otherwise transfer any right or obligation set forth in the Agreement without the other party’s prior written consent. This Agreement will be binding upon the parties’ respective successors and permitted assigns.
- PRESS RELEASES; CUSTOMER LIST. You may not issue any press release or other public statement regarding the existence, terms or subject matter of any agreement or relationship with Provider without Provider’s prior written consent. Customer agrees that Provider may use Customer’s name and logo to identify Customer as a customer of Provider on Provider’s website, and as a part of a general list of Provider’s customers for use and reference in Provider’s corporate and marketing literature. Additionally, Customer agrees that Provider may issue a press release identifying Customer as a Provider customer, subject to Customer’s prior approval which will not be unreasonably withheld or delayed.
