Master Services Agreement
The design or programming services being provided to the Client under any Bizzuka Services Work Order Form (Work Order) are governed by the terms and conditions defined below in addition to any terms or conditions outlined in the Work Order Form.
1 Scope of Work.
1.1 Bizzuka will design a Website, using predetermined elements or services described in and in accordance with the specifications set forth in the Bizzuka Services Work Order(s) and any Work Orders that may be executed in the future.
1.2 Bizzuka will not provide general information technology consulting services and advice, computer software, except as is incidental to the design and use of the Website, computer hardware, or telecommunications programs, equipment or services. Bizzuka further will not provide advice or products designed to assist the Client in assuring the security of its information technology systems.
2.1 Client will pay Bizzuka for design and/or programming services pursuant to the terms set forth in the Work Order or subsequent Work Orders regardless of whether they elect to retain the finished Website or alterations, as provided for in the Work Order.
2.2 In the event that Client shall request revision of the Website through the addition or deletion of features, Client shall pay Bizzuka for the design and installation of the alterations on a time and material basis, at a rate not to exceed the hourly rate provided for in the Work Order.
3 Client's Responsibilities.
3.1 When and if necessary for Bizzuka to complete items defined in the Work Order, Client shall provide reasonable access to its information technology and telecommunication systems, providing to Bizzuka passwords, codes and physical access to its premises.
3.2 Client should provide to Bizzuka within ten (10) days of the date of any open Work Order, or as otherwise provided in the Work Order, all materials, ideas, contributions, input and creations necessary for Bizzuka to create a Website in conformity with the specifications agreed to between the parties.
3.3 Client warrants that all materials, ideas, contributions, input and creations provided by Client to Bizzuka are Client's property, or that Client is otherwise authorized to use and permit Bizzuka to use said items. Client will indemnify and defend and hold harmless Bizzuka, Bizzuka's affiliated and related businesses, and their successors and assigns, including, but not limited to any third-party Web hosts of the Website, and Bizzuka's licensees, partners, employees, agents, attorneys, shareholders, officers, directors and independent contractors, against any and all claims, demands, costs, awards, damages and the like, including attorney fees, that may arise from a breach or claimed breach of any intellectual property rights of any third parties, regardless of whether said third parties' claims are sustained. In the event that a claim is asserted, Bizzuka and its successors and assigns, related business, licensees, partners, employees, agents, attorneys, shareholders, officers, directors or independent contractors may choose to defend said claims through counsel of their own choosing, and may direct the defense of said claims and determine the propriety of settling said claims.
3.4 In providing materials, ideas, contributions, input and creations to Bizzuka, Client will not breach any contract or otherwise violate the rights of any third parties.
3.5 The person signing the Work Order on behalf of Client is Client's authorized representative, and shall be Bizzuka's contact person. Client will also designate an alternate contact person with whom Bizzuka may communicate. The contact persons shall have the authority to bind client, and Bizzuka shall have the right to rely upon all representations, directions and agreements of the designated persons. Client will provide Bizzuka with prompt written notice in the change of designated contact persons.
3.6 Client shall promptly pay Bizzuka for all services rendered as provided for in this agreement or in any associated Work Orders.
4 Bizzuka's Responsibilities.
4.1 Bizzuka will provide for Client's use a Website in conformity with the specifications agreed on by Client and Bizzuka. Bizzuka will perform its work in a prompt and professional manner.
4.2 Bizzuka will identify a contact person with whom Client should communicate in respect to all matters related to the design and operation of the Website. Said individual will be available at reasonable times to respond to questions, concerns and to discuss the progress and use of the Website. Bizzuka and Bizzuka's contact person shall provide, from time to time, routine advice and direction in respect to the use of the Website, but will have no duty or obligation to modify the Website once the Website has been accepted by Client.
4.3 Bizzuka warrants that it owns or otherwise had the right to use all elements used for the design and publication of the Website, except such materials and elements that may be provided by Client.
5 Ownership and License of the Website.
5.1 Bizzuka owns all the rights to the operational source code of the Website and its elements. Client is granted a license to use the operational source code as further outlined and agreed to by Client in the License Agreement. Client has no joint ownership rights in the operational source code of the site. Client hereby assigns all rights and interests that it may have in the operational elements and source code of the site.
5.2 Bizzuka owns copyrights to the finished assembled work of Web pages and all elements produced by Bizzuka. Upon final payment of this contract, all rights owned by Bizzuka as to the design, graphics, and text in the finished assembled Website which were built, composed or designed on behalf of the client are assigned to Client.
6 DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITIES.
BIZZUKA DOES NOT WARRANT OR REPRESENT THAT ANY OF ITS WORK SHALL BE SUCCESSFUL IN CREATING ANY SALES OR INCOME FOR CLIENT. BIZZUKA EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF FITNESS AND MERCHANTABILITY. BIZZUKA DOES NOT OWN OR CONTROL THE INTERNET OR THE WORLD WIDE WEB, AND DOES NOT WARRANT THAT CLIENT SHALL BE ABLE TO ACCESS THE INTERNET OR THE WORLD WIDE WEB, THE WEBSITE OR BIZZUKA'S SERVER DUE TO EVENTS OR CONDITIONS BEYOND THE CONTROL OF BIZZUKA. BIZZUKA IS NOT RESPONSIBLE FOR THE ACTIONS OF THIRD PARTIES WHICH MAY DAMAGE, DEGRADE OR RENDER INACCESSIBLE THE INTERNET, THE WORLD WIDE WEB, BIZZUKA'S SERVER, CLIENT'S COMPUTER HARDWARE, SOFTWARE OR TELECOMMUNICATION FACILITIES. BIZZUKA IS NOT RESPONSIBLE FOR THE ACTIONS OF CLIENT AND CLIENT'S AGENTS, EMPLOYEES OR CONTRACTORS. BIZZUKA IS NOT RESPONSIBLE FOR EVALUATING THE SUITABILITY OF CLIENT'S COMPUTER AND TELECOMMUNICATIONS TECHNOLOGY, AND HAS NO RESPONSIBILITY FOR DEFECTS OR DEFICIENCIES IN SAID COMPONENTS. THE WEBSITE AND ANY OTHER WORK PERFORMED BY BIZZUKA ARE PROVIDED "AS IS", AND BIZZUKA EXPRESSLY DISCLAIMS ALL WARRANTIES WHETHER STATUTORY, EXPRESS OR IMPLIED. BIZZUKA IS NOT LIABLE, AND EXPRESSLY DISCLAIMS RESPONSIBILITY FOR ANY INDIRECT COMPENSATORY, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR COSTS OF ANY CHARACTER. CLIENT'S SOLE AND EXCLUSIVE REMEDY IS LIMITED TO THE RECOVERY OF THE FEES PAID BY CLIENT TO BIZZUKA. THE UTILIZATION OF ANY DATA OR INFORMATION RECEIVED BY CLIENT FROM THE USE OF SERVICES PROVIDED BY BIZZUKA IS AT CLIENT'S SOLE AND ABSOLUTE RISK. BIZZUKA SPECIFICALLY DISCLAIMS AND DENIES ANY RESPONSIBILITY FOR THE COMPLETENESS, ACCURACY OR QUALITY OF INFORMATION OBTAINED THROUGH THE SERVICES AND PRODUCTS PROVIDED BY BIZZUKA. THE DISCLAIMERS AND WARRANTIES AND LIMITATIONS OF LIABILITY MAY BE LIMITED BY THE LAWS OF CERTAIN STATES WHICH MAY HAVE JURISDICTION, AND WHICH MAY RENDER SAID DISCLAIMERS AND LIMITATIONS INAPPLICABLE TO YOU.
7.1 In the event that Client fails to pay Bizzuka pursuant to the terms of this agreement, or otherwise is in default of this agreement, Bizzuka may, at its sole discretion, terminate this agreement and discontinue the publication of the Website. In such event, all payments due from Client for design fees shall immediately become due and payable.
7.2 Bizzuka may terminate this agreement without cause upon the provision to Client of ninety (90) days written notice, in which event Bizzuka shall have no further duty or obligation to perform the terms of this agreement.
7.3 Client may terminate this agreement upon failure of the Bizzuka to meet any of its responsibilities as described in Section 4 and Bizzuka's failure to remedy such breach within ten (10) days following written notice from Client.
7.4 Upon termination, Bizzuka will return to Client within 10 days of termination all files, graphics, content, graphical elements created expressly for Client per Section 5.2 and other items provided to Bizzuka by Client for publishing on the Website, provided that all monies owed to Bizzuka have been paid in full.
8.1 Bizzuka may assign this agreement or Bizzuka's rights and obligations pursuant to this agreement to any third party. In the event of such assignment, the rights and obligations of Client shall continue. Client hereby consents to and accepts the assignment of this agreement and the rights and obligations of Bizzuka pursuant to this agreement to any third parties selected by Bizzuka. Client further acknowledges and agrees that Bizzuka may employ the services of independent contractors or other third parties in the performance of Bizzuka's duties pursuant to this agreement.
8.2 Client may assign this agreement or Client's rights and obligations pursuant to this agreement to any third party. In the event of such assignment, the rights and obligations of Bizzuka shall continue.
In the event that any provision of this agreement shall be deemed void or unenforceable, said provision shall be severed from all remaining provisions, and all remaining provisions shall remain in full force and effect.
10 Choice of Laws and Choice of Forum.
This agreement will be governed by the laws of the state of Louisiana, except that the parties waive the application of Louisiana's choice of laws rules so that, in all cases, the substantive law of the State of Louisiana shall govern the terms and conditions of this agreement. Client acknowledges and agrees that this agreement has been entered into in the State of Louisiana, and that by entering into this agreement, Client has subjected itself to the subject matter and personal jurisdiction of the courts of the State of Louisiana and the United States District Courts in the State of Louisiana. Client consents to the jurisdiction of the Louisiana courts, and waives any objection which Client has or may have to the venue of the Louisiana courts. The sole and exclusive forums for the assertion of claims or pursuit of litigation regarding or related to this agreement or to the dealings or relations of the parties to this agreement shall be the state courts of competent jurisdiction of Lafayette Parish, Louisiana.
11 Attorney Fees.
In the event that Bizzuka is the prevailing party in respect to any lawsuit, claim or action regarding or relating to this agreement or to the transactions or relations of the parties to this agreement, Client will pay Bizzuka's reasonable attorney fees, costs and expenses.
12 Entire Agreement.
This agreement, any associated Work Orders, the SaaS Agreement and the End-User License Agreement represent the entire agreement of the parties, and all representations, discussions or agreements are merged into and superseded by this agreement.