MASTER SERVICE AGREEMENT
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1. DEFINITIONS
Annex Services: Website design and development, brand consolidation, web integration services, UX/UI design, content migration, web hosting setup, CMS implementation, and other related services as specified in the Order Schedule.
Annex Tool: Any software, systems, methods, techniques, algorithms, and other technologies used by Annex to provide the Services.
Client Content: All text, images, logos, videos, audio, data, branding elements, trademarks, and other materials provided by Client for use in the website consolidation project.
Client Websites: The existing brand websites and the new consolidated website that Client authorizes Annex to develop or modify.
Documentation: Any user guides, technical information, or other documentation provided by Annex regarding the Services.
Service Data: Analytics, performance data, and information generated during the provision of Services.
2. ANNEX SERVICES
2.1 Order Schedules
Services will be implemented through one or more written Order Schedules referencing this Agreement. Changes to this Agreement within an Order Schedule apply only to the Services described in that Schedule. Annex may use contractors or third parties to provide the Services while remaining fully responsible for their performance.
2.2 Access to Client Websites and Systems
Client will provide Annex with necessary access to existing websites, hosting accounts, domains, and content management systems. Client may authorize Annex to register accounts on Client’s behalf.
2.3 Service Delivery
Annex will use commercially reasonable efforts to implement and operate the Services for Client, including providing access to necessary platforms and Service Data. Clients may use Documentation solely in connection with the Services. Annex will provide 90 days’ notice before discontinuing or significantly modifying any Services.
2.4 Limitations
Annex is not responsible for failures resulting from:
Missing or delayed Client Content
Unusually high usage volumes
Network or telecommunications failures outside Annex’s control
Client or third-party products, services, or actions
Force majeure events (such as hosting service unavailability)
2.5 Client Policies
Client is responsible for ensuring its terms of use and privacy policy are consistent with the Services and Service Data collection.
3. PROPRIETARY RIGHTS
(This section supersedes any conflicting IP language in any Statement of Work.)
3.1 Client Content
Client retains all right, title, and interest in and to all Client Content. Client grants Annex a limited, non-exclusive license to use Client Content solely for the purpose of performing the Services
3.2 Deliverables
Upon full payment of all applicable fees, Client will own all right, title, and interest in the final, client-specific deliverables created by Annex under an applicable Order Schedule or Statement of Work.
Final deliverables do not include:
Annex Tools
Pre-existing materials
Frameworks, templates, components, methods, processes, or know-how
Generalized design systems or reusable code
3.3 Annex Tools and Background IP
Annex retains all right, title, and interest in and to the Annex Tools and all background intellectual property used or developed in the course of providing the Services.
Annex grants Client a non-exclusive, non-transferable, perpetual license to use any Annex Tools embedded in the Deliverables solely as necessary to use the Deliverables for Client’s internal business purposes.
3.4 Portfolio Rights
Annex may display non-confidential Deliverables in its portfolio, website, and marketing materials, unless otherwise agreed in writing.
4. CONFIDENTIALITY
4.1 Confidential Information
Confidential Information includes all business, technical, and financial information disclosed in relation to this Agreement, excluding information that is:
Already known without restriction
Rightfully furnished by a third party
Generally available to the public
Independently developed without using Confidential Information
4.2 Protection of Confidential Information
Each party will protect the other’s Confidential Information using at least the same care used for its own Confidential Information. Neither party will use or disclose the other’s Confidential Information without written consent. After termination, each party will return or destroy all Confidential Information.
4.3 Required Disclosure
If disclosure is legally required, the disclosing party will provide notice when possible and cooperate to protect against or minimize disclosure.
5. PAYMENTS
5.1 Fees
Clients will pay all fees and expenses as specified in the Order Schedule.
5.2 Payment Terms
Unless otherwise specified, all payments are due within 30 days of invoice, in US dollars. Payments not received within thirty (30) days of the invoice date will be subject to a late fee of 2.5% per month (or the maximum amount permitted by law) on the outstanding balance until paid in full.
5.3 Taxes
Fees exclude taxes, duties, and similar charges.
6. WARRANTIES AND DISCLAIMERS
6.1 General Warranties
Each party represents that:
It is properly organized and existing under applicable laws
It has the authority to enter into this Agreement
This Agreement is legally binding
This Agreement doesn’t conflict with any other obligations
6.2 Client Warranties
Client warrants it has all necessary rights to the Client Content provided for the project.
6.3 Annex Warranties
Annex warrants the Services will be provided professionally and as described in the Order Schedule. Warranty claims must be made within 30 days of service delivery. Annex’s sole obligation is to reperform non-conforming Services.
6.4 Disclaimers
To the extent permitted by law, Annex disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and error-free operation.
7. INDEMNIFICATION
7.1 Client Indemnification
Client will defend and indemnify Annex against claims related to:
Annex’s authorized use of Client Content
Client’s breach of this Agreement
7.2 Annex Indemnification
Annex will defend and indemnify Client against claims that the Services infringe valid US patents, copyrights, or trade secrets. If Services become or are likely to become subject to an infringement claim, Annex may:
Obtain the right for Client to continue using the Services
Replace or modify the Services to be non-infringing
Terminate the Agreement and refund pre-paid fees
7.4 Indemnification Procedures
The indemnified party must provide prompt notice and reasonable cooperation. The indemnifying party controls the defense and cannot make settlements requiring adverse actions without the indemnified party’s consent.
8. LIMITATION OF LIABILITY
(This section supersedes any conflicting liability language in any Statement of Work.)
Except for breaches of confidentiality or indemnification obligations:
Neither party shall be liable for any indirect, incidental, consequential, special, or punitive damages, including loss of profits, data, business opportunities, or goodwill, even if advised of the possibility of such damages.
Each party’s total cumulative liability arising out of or related to this Agreement, whether in contract, tort, or otherwise, shall be limited to the total fees paid or payable by Client to Annex in the twelve (12) months preceding the event giving rise to the claim.
9. TERM AND TERMINATION
9.1 Term
This Agreement starts on the Effective Date and continues until the last Order Schedule expires.
10. GENERAL PROVISIONS
10.1 Entire Agreement
This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements. Changes require written consent from both parties.
10.2 Governing Law
This Agreement is governed by New York State law. Exclusive jurisdiction is in the courts of New York County, New York.
10.3 Dispute Resolution
Parties will attempt to resolve disputes through mediation in New York, NY. If unsuccessful, disputes will proceed to arbitration under American Arbitration Association rules.
10.4 Remedies
Each party may seek injunctive relief for breaches of confidentiality or proprietary rights sections without posting bond.
10.5 Notices
All notices must be in writing and delivered to the addresses stated herein.
10.6 Force Majeure
Neither party is liable for delays caused by circumstances beyond reasonable control, except for payment obligations.
10.7 Assignment
Neither party may assign this Agreement without the other’s written consent, except to successors of substantially all business related to this Agreement.
10.8 Relationship
The parties are independent contractors. Nothing creates an employer-employee, agency, joint venture, or partnership relationship