This Master Services Agreement (Hereafter, “MSA“) describes the duties and relationship between the person registering as the Customer, (Hereafter collectively referred to as “Client” “you” and “your”) and Status26 Inc. of 2727 Lyndon B. Johnson, Suite 790, Dallas, Texas 75234 (Hereafter, “Status26”).
SCOPE OF AGREEMENT. This MSA along with the accepted Scope of Work agreement document(s) signed by the client represents the entire agreement (Hereafter, “Agreement”) between Client and Status26.
CLIENT RESPONSIBILITY. Client agrees to the following:
- Signup/Register for an AWARE account to review invoices, scopes of work details, and subscriptions at https://aware.status26.com.
- Within AWARE, client agrees to set up their payment accounts, review and manage notifications, retrieve invoices, and process payments.
- Make themselves easily accessible throughout all engagements to provide direction and feedback on the work being performed on their behalf in a timely manner.
- To carefully review all Scopes of Works, Acceptances, and invoices and report errors, issues, concerns, and/or mistakes as soon as they are discovered.
- To pay for services in full on or before the invoice due dates.
AUTHORIZATION TO CHARGE PAYMENT METHOD. Unless check payment is received before the due date, Client authorizes Status26 to charge any payment method Status26 has on file to settle past due invoices. This is strictly enforced by Status26 to keep hosting and marketing services online.
WARRANTY. Status26 shall provide its services in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable web publishing standards in Status26’s community and region and will provide a standard of care equal to, or superior to, care used by service providers similar to Status26 on similar projects.
REMEDIES. In addition to any and all other rights Status26 may have available according to law, if Client defaults by failing to substantially perform any of the Client Responsibilities listed above, term or condition of this Contract (including without limitation the failure to make a monetary payment when due), and client fails to correct deficiency within ten (10) business days of proper notice, the full price of the service plus reasonable collection costs, less fees already collected, become immediately.
DISPUTE RESOLUTIONS. In the event of a dispute, both parties agree to continue performing their duties unto this agreement. Notwithstanding, in the event of outstanding past due invoices, Status26, in its sole discretion, may terminate or suspend web hosting services on Client’s account until all past due invoices for marketing services and website hosting are paid current.
ARBITRATION AGREEMENT. Client and Status26 mutually agree that any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The number of arbitrators shall be one. The place of arbitration shall be Dallas, Texas. Texas law shall apply. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
ARBITRATION / ATTORNEY’S FEES TO PREVAILING PARTY. In the event either party prevails in any action arising hereunder or any separate action pertaining to the validity of this Agreement, the prevailing party shall be awarded reasonable attorney’s fees and costs incurred during the arbitration.
COLLECTION COSTS. In the event of default for non-payment or partial payment, Client agrees to pay reasonable collection costs incurred while attempting to collect.
INTEREST ON PAST DUE INVOICES. All accounts not paid in full within 30 days of date of invoice shall incur a late charge of 18% or the maximum allowed by Texas law per month from the due date until open invoices are paid in full.
CONFIDENTIAL INFORMATION. Each party acknowledges that in connection with this Agreement it may receive certain conﬁdential or proprietary technical and business information and materials of the other party, including without limitation all unfinished and “in progress” work product. Each party, its agents and employees shall hold and maintain in strict conﬁdence all Conﬁdential Information, shall not disclose Conﬁdential Information to any third party, and shall not use any Conﬁdential Information except as may be necessary to perform its obligations under this agreement. Conﬁdential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of conﬁdentiality.
SEVERABILITY. If any provision of this Contract will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If the arbitrator or court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited. Contract provisions may change with a mutually signed agreement by both parties.
FORCE MAJEURE. If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages.
GOVERNING LAW. This Contract shall be construed in accordance with the laws of the State of Texas.
AMENDMENT. This Contract may be modified or amended in writing by mutual agreement between the parties, if the writing is signed by the party obligated under the amendment.
NOTICE. Any notice or communication required or permitted under this Contract shall be sufficiently given if posted in AWARE, delivered in person by a licensed process server or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to the current address provided by client.
WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Contract shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Contract.
LIMIT OF LIABILITY. Status26 total liability will not exceed the revenue collected from the Client or $500, whichever is less.