Daniels Digital

Master Service Agreement

This Master Service Agreement (“Agreement”) is entered into between Daniels Digital located at 28 Greenwood Parkway Holden, MA 01520, and the Client identified in the Proposal, as defined below. Daniels Digital and Client are each a “Party” and together, the “Parties” to the Agreement. Subject to Client’s payment of the applicable Project Fees as set forth in the Proposal and continuous compliance with the Agreement, Daniels Digital will provide the Services set forth in the applicable Proposal or quote subject to the Agreement. The Agreement between the Parties consists of the following:
(a) This Agreement; and (b) The initial sales quotation and proposal for Services (“Proposal”) (collectively, the “Terms and Conditions”).The Terms and Conditions, including its exhibits, constitutes the entire and final agreement between the Parties and supersede all express or implied, prior and contemporaneous agreements, negotiations, communications and understandings, whether in written or oral form. The Parties agree as follows:

a. Marketing Services. Daniels Digital shall perform all services (“Services”) and provide all Work Product and Custom Deliverables (Work Product and Custom Deliverables are defined below and collectively are, “Deliverables”) set forth in the applicable initial Proposal and/or the applicable Project Estimate (defined below). Daniels Digital shall use commercially reasonable efforts to perform all Services and provide all Deliverables to Client by the applicable Project End Date set forth in the Proposal. Daniels Digital shall notify Client where additional fees are required to complete the Services and Deliverables set forth in the applicable Proposal and shall provide Client with a quote for such additional Services and Deliverables (“Project Estimate”). Any such Additional Fees for additional Services and Deliverables shall be effective only upon the written approval of the Project Estimate by the Client. Daniels Digital may provide Client with a Project Estimate for additional Services and/or Deliverables by issuing Client an additional Proposal and Project Estimate (collectively, the “New Project Proposal”). Client may accept the New Project Proposal by executing the New Project Proposal or by requesting that Daniels Digital begin performance of the Services set forth in the New Project Proposal in writing (including but not limited to email). Notwithstanding any term or condition to the contrary, all New Project Proposals shall be subject to the Terms and Conditions of this Agreement. Daniels Digital shall perform all Services hereunder on a non-exclusive basis and as an independent contractor to Client.

b. Website Hosting. Daniels Digital shall provide website hosting services (collectively, “Hosting Services”) to Client in accordance with the Proposal and/or Project Estimate executed between the Parties. Daniels Digital’s Hosting Services will be provided with 99.5% of up time and should Daniels Digitals server experience a physical downtime that results in up time of less than 99.5%, Client’s sole remedy and Daniels Digital’s exclusive liability under the Agreement shall be to provide Client with a credit equal to one (1) month of free Hosting Services. For the avoidance of doubt, Daniels Digital’s Hosting Services uptime calculation does not include any planned maintenance or downtime of third party services that Client’s website may depend upon and up-time calculations shall be made by Daniels Digital using Daniels Digital monitoring tools and/or server logs, in Daniels Digital’s sole discretion. Except as specifically stated in this section, Daniels Digital is not liable for any loss of traffic, data, or sales that may result during any down-time of Client’s website. Daniels Digital will use reasonable commercial efforts to transfer Client’s website to Daniels Digital so that Daniels Digital may perform Hosting Services but Daniels Digital makes to guarantees regarding the availability, ability, or time requirement to complete a transfer of Client’s website. Client acknowledges that Hosting Services requires using a variety of third party services and should any such third-party service result in a failure of Hosting Services or downtime to Client’s website, Client acknowledges and agrees that Daniels Digital is not responsible for any loss of traffic, data, or sales. In connection with Client’s purchase of Hosting Services, Daniels Digital will use reasonable commercial efforts to provide you with prior notice of any issues regarding your website and planned maintenance. If Client has any questions regarding the Hosting Services, Client may contact its dedicated account producer and Daniels Digital will use reasonable commercial efforts to respond to Client’s question in a timely manner.

 

Privacy Policy

Daniels Digital  is committed to respecting your privacy and recognizes your need for appropriate protection and management of any personally identifiable information (“Personal Information”) you share with us. Daniels Digital has established this Privacy Policy to let you know what information we may collect from you on the publicly available portion of DanielsDigital.com (the “Site”) and through various other interactions with you, and how we may use and share that information. Please take a moment to review the terms of our Privacy Policy. By using the Site and/or providing us with Personal Information, you agree to accept the terms of our Privacy Policy. If you do not agree to the terms of this Privacy Policy, please do not use the Site or provide us with any Personal Information. This Privacy Policy applies to information that we collect on the Site and to information which we may collect by other “offline” means, including, without limitation, sales calls and other business transactions. A description of the information we collect on behalf of our advertiser clients through our advertising services is set out in our Notice of Marketing Practices.

Personal Information
Information We May Collect

Personal Information means any information that may be used to identify an individual, including, but not limited to, a first and last name, a home, business, or other physical address, a phone number, and an email address. We collect Personal Information from our Site users and customers only when such information is voluntarily provided to us, including, without limitation, in connection with inquiries about our services through the “Contact Us” page, as part of signing up for our email subscriptions, or in the process of your business transactions with us. To make our content more relevant to you, we may also ask for information about your present place of employment, such as company name, size, industry sector and number of employees. Of course, if you send us an email in connection with an inquiry about a job listed on the “Careers” page, we may also store the Personal Information provided in connection with that inquiry.

We also offer a variety of email subscriptions where you can get information about online marketing and promotions and special offers. You can subscribe to these emails and you can manage your email preferences. If you become a customer of Daniels Digital, we will always retain the right to email you regarding the Site or services that we’re providing to you.

How We May Use Your Information

If you provide us with Personal Information, we may retain and use that information for several purposes, including facilitating and otherwise addressing your inquiry, request, subscriptions, or business transactions and relationship with Daniels Digital. For example, we may use your Personal Information in order to respond to your questions or requests for information about Daniels Digital . We may also use Personal Information to ensure compliance with our policies and applicable law.

Who We May Share Your Information With

We may sometimes use other businesses to perform certain services for us, such as maintaining the Site and our e-mail services and processing inquiries. We may provide Personal Information to those businesses when that information is necessary for them to complete a requested transaction or otherwise perform their duties. Daniels Digital will take reasonable steps to ensure that these third-party service providers are obligated to protect Personal Information on Daniels Digital behalf. Daniels Digital will not sell or share your Personal Information with any unaffiliated third parties for marketing purposes. In the event that Daniels Digital or all of its assets are acquired, all of the data collected by Daniels Digital through the Site and through other means and services provided by Daniels Digital would be among the transferred assets. We reserve the right to disclose such information in special cases when we have reason to believe that disclosing this information is necessary to identify, contact, or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) our rights or property, other visitors, or anyone else who could be harmed by such activities. We also reserve the right to disclose such information when we believe in good faith that the law requires it.

Non-Personal Information

From time to time, we may collect general, non-personal, statistical information about the use of the Site, such as what sites visitors are coming from when they visit our Site, when they first visited our Site, their IP address, how many visitors visit a specific page on the Site, how long they stay on that page and which hyperlinks, if any, they “click” on. We may use the IP address to infer information about such visitor, including its company, city and state. We collect this information through the use of “cookies” and other tracking technologies, which are discussed in greater detail below. We collect this information in order to determine which areas of the Site are most popular and to enhance the Site for visitors. We may group this information into aggregate visitor data in order to describe the use of the Site to our existing or potential business partners, sponsors, advertisers, or other third parties, or in response to a government request. However, please be assured that this aggregate data will in no way personally identify you or any other visitors to the Site.

Cookies and Other Tracking Technologies

Some of our web pages utilize “cookies” and other tracking technologies. A cookie is a small text file that a website transfers to an individual’s web browser and is stored on the device. Cookies and other tracking technologies may record information such as URL and domain requests, referral URL, Internet protocol (IP) addresses, browser software and operating system types, clickstream patterns, and dates and times that our Site gets accessed. We, and/or our third-party advertising service providers, may place cookies or similar files on your computer for security purposes (such as authentication), to facilitate site navigation and to personalize your experience while visiting our Site. Cookies allow us to collect technical and navigational information, such as browser type, time spent on our Site and pages visited (these types of cookies are typically referred to as “Session Cookies”). We also use cookies that enable us to serve advertisements of our products and services, including special offers, when you visit other websites (these cookies may be referred to as “Advertising Cookies”).

We do not obtain, store or maintain any Personal Information about you through our use of cookies (either the Session Cookies or the Advertising Cookies). Also, we do not link the information we store in cookies to any Personal Information you may submit while on the Site. However, we reserve the right to use IP addresses and other tracking technologies to identify a visitor only when we feel it is necessary to enforce compliance with the Site’s policies, to protect the Site, our customers, or others, or when we believe in good faith that the law requires it.

You may set most browsers to notify you if you receive a cookie, or you may choose to block cookies with your browser. However, please be aware that some features of the Site may not function properly or may be slower if you refuse cookies. While the Site does not currently respond to ‘Do Not Track’ signals submitted by your browser, you can opt out of any of the Advertising Cookies at any time by simply visiting https://www.chatterbuzzmedia.com/to adjust your preferences. To find out more about your ‘Do Not Track’ options, please visit http://www.allaboutDNT.com..

If you have any questions regarding Daniels Digital privacy practices, you are encouraged to contact Daniels Digital at zdaniels34@gmail.com

Changes to Our Privacy Policy

The terms of this Privacy Policy may change from time to time. We will notify you of any material changes to this Privacy Policy by posting a notice on the homepage of the Site for a reasonable period of time after such changes are made that this Privacy Policy has been updated and by changing the “Last Modified” date at the top of this Privacy Policy. We encourage you to check this page periodically for any changes. Your continued use of the Site following the posting of changes to these terms will mean you accept those changes.

Governing Law

Daniels Digital makes no representation that this Privacy Policy and such practices comply with the laws of any other country. Visitors who use the Site and reside outside the United States do so on their own initiative and are responsible for compliance with local laws, if and to the extent that local laws are applicable. If you reside outside of the United States, by using our Site, you consent to the transfer and use of your information outside your country.

Client shall pay Daniels Digital the applicable Project Fees in accordance with the applicable payment schedule set forth in the Proposal. Where applicable, Daniels Digital shall invoice Client for Additional Fees and provide Client with an itemized and detailed account of the additional hours of Services once actually performed by Daniels Digital. Daniels Digital may invoice Client for all expenses related to performance of the Services that are set forth in the relevant Proposal, Project Estimate, or as otherwise previously agreed to by Client in writing. Except for Daniels Digital’s performance of media buys for Client, Client shall pay all invoices within net thirty (30) days of receipt of the applicable invoice by check or wire transfer. Client shall pay all invoices for media purchases by Daniels Digital for Client within net fifteen (15) days of receipt of the applicable invoice by check or wire transfer. All Fees set forth in the Proposal or Project Estimate, as applicable, are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges (collectively, “Taxes”) of any kind imposed by any governmental authorities on such amounts. In the event that Client has not paid an applicable invoice within net sixty (60) days of receipt, Daniels Digital may suspend or terminate the Services and/or Hosting Services, and Client’s account access will not be restored until payment has been received in full. In addition, Daniels Digital may not issue additional Proposals or Project Estimates for additional Services or Hosting Services if Client has not remitted payment for applicable invoices by their respective due dates, if any. Client shall be responsible to pay all such Taxes related to the performance of Services hereunder and Daniels Digital may invoice Client for such Taxes. For any payment that is not paid by Client by its applicable due date, Client will incur interest at a rate equal to one and one-half percent (1.5%) per month or the highest rate permitted by applicable law, whichever is lower. Client shall select a representative to be the primary point of contact (“Client Contact”) with Daniels Digital, as identified in the Proposal. Client Contact shall promptly respond to all information requests and inquiries from Daniels Digital.

a. Website Development. If the Services in the Proposal are for website development the following terms apply. “Work Product” means all HTML files, Java files, and website-related graphics files, animation files, data files, technology, scripts and programs, both in object code and source code form, all documentation and any other website-related Deliverable (excluding logos) provided to or prepared for Client by Daniels Digital in accordance with these Terms and Conditions. Subject to Client’s full payment of the applicable fees for Services and Deliverables, Daniels Digital grants Client a fully-paid, worldwide, irrevocable (except in the event of a breach of these Terms and Conditions by Client), non-exclusive license without the right to sublicense, to use and publish the Work Product solely for the purpose of operating Client’s commercial website.

b. Pre-Existing Materials. A Party’s “Pre-existing Materials” shall mean the documents and materials of the Party, including but not limited to any data, know-how, methodologies, software, trademarks, service marks, logos, inventions, improvements, developments, concepts, content, and other proprietary materials owned by a Party or in which the Party has an interest, in each case developed or acquired by the Party prior to the Effective Date of this Agreement. Client hereby grants Daniels Digital a limited, non-exclusive, revocable, royalty-free license to modify, create derivative works from, publish, and otherwise use Client’s Pre-Existing Materials as necessary to perform the Services and provide the Deliverables set forth in these Terms and Conditions. Daniels Digital’s license to Client’s Pre-Existing Materials shall terminate upon the termination of these Terms and Conditions and Client represents and warrants that as of the Effective Date, Client possesses all right, title, interest, and ownership to the Pre-Existing Materials. Subject to Client’s full payment of the applicable fees for Services and Deliverables, Daniels Digital grants Client a worldwide, irrevocable (except in the event of breach of these Terms and Conditions by Client), fully-paid, non-exclusive and perpetual license to use Daniels Digital’s Pre-Existing Materials that Daniels Digital has made a part of the Deliverable or Services, solely for the purpose of using the Website. All Pre-Existing Materials of each Party remains the sole and exclusive property of the respective Party or the Party’s licensors.

c. Custom Deliverables. “Custom Deliverables” means all final logos developed by Daniels Digital for Client and printed marketing materials and merchandise that are prepared for Client by Daniels Digital in accordance with these Terms and Conditions. Subject to Client’s payment of the applicable fees, Daniels Digital acknowledges and agrees that such Custom Deliverables, as applicable, are a works made for hire as defined in 17 U.S.C. §101 and Client is the sole and exclusive owner of all right, title, and interest to the Custom Deliverables. Upon the reasonable request of Client and at Client’s sole expense, Daniels Digital shall take such further commercially reasonable actions to perfect the assignment of the Custom Deliverables to Client, including but not limited to execution and delivery of all appropriate instruments of conveyance, as may be necessary to assist Client to prosecute, register, perfect, or record its rights to any Custom Deliverable.

d. Restrictions. Except as expressly authorized in these Terms and Condition, Client will not copy, modify, distribute, transfer by any means, display, sublicense, rent, reverse engineer, decompile, or disassemble Daniels Digital’s Pre-existing Materials, Work Product, or any Deliverable. All rights not specifically granted in this Section 3 (Proprietary Rights) are reserved by Daniels Digital.

e. Press Releases. Client acknowledges and agrees that Daniels Digital may issue customer lists, social media entries, press releases, external advertisings, marketing materials, or promotion materials (collectively, “Press Releases”) that identify Client as a customer of Daniels Digital. Client grants Daniels Digital a perpetual, irrevocable, royalty-free, worldwide, license to use Client’s Pre-existing Materials including but not limited to Client’s trademarks and logos on Daniels Digital’s Press Releases

f. Confidentiality Obligation. “Confidential Information” means any information that the disclosing party (“Discloser”) discloses in written or oral form, that is: (a) marked as proprietary or confidential; or (b) by its form, nature, content, or mode of transmission would to a reasonable party (“Recipient”) be deemed confidential or proprietary including but not limited to Daniels Digital’s counseling and advice. A Discloser’s Confidential Information includes, but is not limited to, its Pre-Existing Materials. Confidential Information excludes information that is: (1) generally known or available to the public through no act or omission of the Recipient; (2) rightfully known or acquired by Recipient without restrictions as to use or disclosure prior to receiving such information from Discloser; (3) rightfully disclosed to Recipient by a third party having proper possession of such information and without any restrictions as to use and disclosure; (4) independently developed by Recipient without use of Discloser’s Confidential Information; or (5) information which the Recipient has been authorized in writing by Discloser to disclose without restriction including but not limited to and Deliverables that includes either Party’s Pre-Existing Materials. During the term of these Terms and Conditions and for a period of three (3) years following expiration or termination of these Terms and Conditions, the Recipient will not disclose, discuss, transmit, or publish any of Discloser’s Confidential Information except as necessary for the performance of its obligations under these Terms and Conditions or as expressly authorized in writing by the Discloser. Notwithstanding the foregoing, Recipient shall be permitted to disclose Confidential Information as specifically set forth in Section 3(d) of these Terms and Conditions and in connection with a judicial or administrative proceeding to the extent that such disclosure is required under applicable law or court order, provided that Recipient shall give Discloser prompt and timely written notice of any such proceeding and shall offer reasonable cooperation in any effort of Discloser to obtain a protective order.

 

a. Client represents and warrants that (a) Client owns all right, title, and interest to Client’s Pre-existing Materials; and (b) Daniels Digital’s use of Client’s Pre-existing materials to perform the Services for Client or provide the Deliverables will not violate, infringe, or misappropriate the intellectual property right of any third party or any contract or obligation with any third-party.

b. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, DANIELS DIGITAL MAKES NO OTHER REPRESENTATION AND WARRANTY, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, OR SUITABILITY. EXCEPT AS SET FORTH IN THIS SECTION 4, ALL SERVICES AND DELIVERABLES (INCLUDING WORK PRODUCT AND CUSTOM DELIVERABLES) ARE PROVIDED ‘AS IS’ AND CONSULTANT DOES NOT WARRANT THAT THE SERVICE OR DELIVERABLES WILL BE ERROR OR BUG FREE, PRODUCE ANY DESIRE RESULTS, OUTCOMES, OR OTHERWISE MEET CLIENT’S SPECIFIC REQUIREMENTS

Client shall defend and indemnify Daniels Digital from any third party claim, suit, action or proceeding (“Claim”) arising out of any Claim that alleges: (a) Daniels Digital’s use of Client’s Pre-existing Materials infringes or misappropriates the intellectual property right of any third party; and/or (b) Client’s conduct, content, materials, and/ or website violates any third party right, contract, or policy. Daniels Digital shall promptly notify the Client in writing of any Claim and cooperate with the Client at the Client’s sole cost and expense. The Client shall immediately take control of the defense and investigation of the Claim and shall employ counsel of its choice to handle and defend the Claim, at the Client’s sole cost and expense. The Client shall not settle any Claim in a manner that would adversely affect the rights of Daniels Digital without Daniels Digitals prior written consent.

EXCEPT FOR EITHER PARTY’S OBLIGATIONS UNDER SECTION 3(F) (CONFIDENTIALITY) AND CLIENT’S OBLIGATIONS UNDER SECTION 5 (INDEMNIFICATION), NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR PUNITIVE, EXEMPLARY, INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, THE COSTS OF COVER, LOSS OF PROFIT, LOST FILES, LOST MATERIALS, LOST DATA, USE, SAVINGS, OR REVENUE, OR THE CLAIMS OF THIRD PARTIES, WHETHER BASED ON A BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS. WITHOUT LIMITING THE FOREGOING, EACH PARTY’S TOTAL LIABILITY (EXCEPT FOR EITHER PARTY’S OBLIGATIONS UNDER SECTION 3(F) AND CLIENT’S OBLIGATIONS UNDER SECTION 5) TO THE OTHER PARTY UNDER THESE TERMS AND CONDITIONS WILL BE LIMITED TO THE TOTAL AMOUNT OF CLIENT’S FEES PAID OR PAYABLE UNDER THE APPLICABLE PROPOSAL GIVING RISE TO SUCH LIABILITY.

These Terms and Conditions shall commence on the Effective Date and shall continue for a six (6) month period (“Term”) unless terminated sooner pursuant to this Section 7 (Term and Termination) of these Terms and Conditions. These Terms and Conditions shall automatically renew for successive one (1) month periods upon expiration of the Term unless either Party provides written notice of its desire for nonrenewal thirty (30) days prior to the expiration of the Term (“Term” shall reference the initial Term and renewal Term[s], if any). Either Party may terminate these Terms and Conditions for cause upon written notice to the breaching Party, if: (a) the breaching Party has materially breached these Terms and Conditions; (b) the non-breaching Party has provided written notice to the breaching Party of the breach; and (c) the breaching Party does not cure such breach within fifteen (15) days after receipt of the notice of breach. Notwithstanding the foregoing, upon Client’s failure to timely remit any fee by the applicable due date, Daniels Digital may suspend performance of the Services or provision of the Deliverables until the applicable fee has been received in full. Upon termination or expiration of these Terms and Conditions: (i) each Party shall return the other Party’s Confidential Information and Pre-Existing Materials (except as may be incorporated into a Deliverable) and certify in writing to the other Party that it has complied with this Section 7; (ii) Consultant shall cease performing Services on the effective date of termination or expiration; and (iii) Client shall be entitled to any refund, payout of credits, or other damages of any kind due to the termination. The obligations of the Parties with respect to Section 2 (Payment; Client Obligations), Section 3 (Proprietary Rights), Section 5 (Indemnification), Section 6 (Limitation of Liability), and Section 9 (Remedies), and Section 8 (General Terms) shall survive termination or expiration of these Terms and Conditions.

a. Notices under these Terms and Conditions may be sent in via overnight carrier to the Party’s address listed above or via email to Daniels Digital at zdaniels34@gmail.com or to Client, at Client Contact’s email set forth in the Proposal. Notice via overnight carrier shall be deemed delivered one day after shipment and email notice shall be deemed delivered upon sending to the correct email address without notification of email bounce or like error. The Terms and Conditions may be executed in counterparts and/or using electronic signature, and each counterpart shall be deemed an original and together, constitute the agreement. Daniels Digital shall not be liable to Client, nor be deemed to be in breach of these Terms and Conditions for any failure or delay in performing Services or providing Deliverables, to the extent that such failure or delay is the result of acts beyond Daniels Digital’s reasonable control, including but not limited to: Client’s failure to timely respond to requests from Daniels Digital, acts of God, floor, fire, explosion, war, invasion, riot, civil unrest, embargoes, or national or regional emergency (“Force Majeure Event”). If Daniels Digital’s performance under these Terms and Conditions is affected by a Force Majeure Event, Daniels Digital shall provide timely notice to Client stating the expected period of time the occurrence is expected to continue and Daniels Digital shall use reasonable commercial efforts to minimize the effects of such Force Majeure Event. These Terms and Conditions may be amended only by a written agreement signed by both Parties that references these Terms and Conditions. Neither party shall assign or transfer any rights or obligations under these Terms and Conditions without the prior written consent of the Party, and any unconsented assignment or transfer shall be null and void. Any term of these Terms and Conditions that is found to be unenforceable or illegal may be amended to render the term enforceable to the maximum extent permitted by law and legality, validity, or enforceability of the remaining terms of these Terms and Conditions shall not be affected. These Terms and Conditions shall be governed by the laws of the State of Massachusetts (without reference to conflict of law principles) and the Parties irrevocably consent to the exclusive personal jurisdiction of the state and federal courts located in Worcester County, Massachusetts for any matter arising out of or related to these Terms and Conditions. The Terms and Conditions may be executed in counterparts and/or using electronic signature, and each counterpart shall be deemed an original and together, constitute the agreement.

If you have any questions regarding our terms, please contact your representative directly, or email us at zdaniels34@gmail.com .