Why Work With Us
What We Do
Why Work With Us
What We Do
MASTER SERVICE AGREEMENT
This Master Service Agreement (MSA) is made by and between
Imagination Base LLC - DBA Get ADA Accessible, “Contractor”
and the Agency signed below hereinafter named,
, who is acting on behalf of their "
This Master Service Agreement is in force for one year from the date of this agreement or until either party cancels by delivering, in writing, request to cancel services at least 30 days prior to termination of this agreement.
1. Quote Requirement
A Quote Request form, provided by Contractor, will be used to gather initial details to provide Agency a quote. Using the details provided, Contractor will diligently make an effort to include all needed features and functions in the Agency project. Should a function or detail not be conveyed in the Quote Request Form and then later required or additional requests be made after a quote is given, that feature or function will be out of scope and quote separately and require a new Statement of Work (SOW) for the changes/additions. The same will apply to any new features or functions requested by Agency’s Client.
2. Discovery Process
Contractor’s preferred method to acquire the needed details by facilitating a thorough discovery. Initial Pre-Sale discovery is a complementary 45 minutes to 1 hour phone conference with the Agency’s Representative and/or Client and Agency’s representative, if desired, to gather details about the project, the Client’s business and their requirements for the Project, including website and marketing needs . Once a project is won, Contractor will conduct a 1 hour “Project Kickoff” meeting with the Client to ascertain needed details for the Project. Additional design and content brief meetings are also conducted with the Agency and/or the Client. Each meeting has a stated purpose and agenda and are approximately 45-60 minutes in length.
Full discovery can also be secured by the Agency. The Contractor performs analysis and research using the data gathered to fully assess Client’s digital needs. This effective process is carried out by Contractor or it’s assigns under the name of the Agency. Discovery is part of the initial gathering process and occurs only if requested and will be included as part of the initial gathering process and occurs only if requested by the Agency and will be included as part of the SOW. After Contractor has completed the necessary tasks, a digital strategy solution is prepared and provided to the Contractor and Client. Pricing for the suggested solutions is provided to the Agency via a SOW.
3. Statement of Work
Each SOW will be all-inclusive to include: development, design, premium themes or custom theme as needed per project as well as needed free and paid premium plugins which will require a license key.
4. Licenses and Renewals
Some projects may require third-party licensed plugins for functionality and may have a license renewal fee. The Contractor will make every effort to give the details for these needed plugins within the SOW and the cost of the renewal fees. The initial purchase of the plugins will be part of the SOW and incurred by the Contractor. Renewal license fees are the Agency’s responsibility. Login details for securing the license renewals will be provided to the Agency by the Contractor.
5. Project Management
Contractor may utilize the following tools for project management and delivery and may from time to time add additional tools or change the existing ones.
• TeamWork – Contractor’s TeamWork.com shall be used for project management.
• Dropbox – Utilized for project management, sharing of documents, files and details on projects. Contractor shall utilize their Dropbox to share images, files and other needed items for projects and the Agency shall upload any needed items into the appropriate client folders. Files will be maintained for 6 months after the project has been pushed live. Should the Agency desire to maintain the images and other details used in creating the project, it is the Agency’s responsibility to retrieve all files prior to the scheduled deletion date.
• Ticket System - Contractor’s Ticket System for updates and will be used.
• Zoom – Contractor’s Zoom account will be used to facilitate web meetings and screen sharing.
• Uber Conference – Contractor’s Uber Conference phone conferencing will be used.
• Development Server - Contractor’s development server will be utilized to develop all websites unless otherwise agreed upon and stated in the SOW.
6. Project Milestone Dates
All projects will be added to the production calendar after deposit is received. Once the start date is established by the Contractor, milestone dates will be calculated and provided to the Agency. All dates are subject to necessary elements being provided by the Agency or their Client, along with written approvals being received in a timely manner. Should these items not be received in a timely manner as described herein, milestone dates will be adjusted accordingly and the Agency advised of the new dates.
Agency's Authorized Representative will be required to approve or suggest revisions during the project on behalf of the Agency’s Client. Agency will provide revisions, in writing, and submit same to Contractor. If no revision are required, Agency will sign the approval form provided by the Contractor indicating their acceptance thereof within 3 days of receiving materials or applicable URLs. If Agency does not provide revisions during the revision periods or fails to timely sign-the approval form provided, Contractor may then deem all services rendered. The Contractor may then proceed to next milestone and the Agency notified of same.
8. Design and Content
Licensed stock images shall be provided by Contractor if any are to be included in the design of the project. Should Agency have custom photography or request the use of their own stock images or their client provided images, Agency unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Contractor for inclusion in the project are owned by the Agency or their Client, or has permission from the rightful owner to use each of these elements, and will hold harmless, protect, indemnify and defend Contractor from any liability including any claim or suit, threatened or actual, arising from the use of such elements furnished by the Agency or their Client, including attorney's fees and court costs.
All images provided to Contractor by the Agency or their Client shall be supplied in digital, high-resolution format in an image narrative format such as png, jpeg, eps or PDF. Images shall not be embedded in Word docs, PPT or any other type of program. Videos will be uploaded by the Agency to a video platform such as YouTube or Vimeo and the URL to the video shall be provided to Contractor. Should a video be required to be embedded in the website, the video shall be shared in the provided project DropBox folder in its narrative format in high resolution. Pursuant to the scope of the project as outlined in the project’s SOW, text content will be either written by the Contractor, curated by the Contractor from the Client’s current website or provided by the Agency in an organized Word document as agreed to for each project. Once the content is acquired per the requested method in the SOW, the content will be approved by the Agency on behalf of their client by completing the Content Approval Form provided by the Contractor. Contractor allows for 2 rounds of edits of the content once added to the website. Any additional edits will be billed at the current shop rate.
9. Creative approval:
All approvals of the sitemap, design, and content and final approval of the project shall be done in writing via digital forms provided by the Contractor. Approval of the text content, layout, outline and any other creative project elements are to be completed within 3-days of receipt. Late approval may result in delays of the project and final delivery after the promised delivery date.
10. Creative control:
Contractor retains creative control of the product to the extent it meets our standards of quality, excellence and integrity.
11. Changes and Revisions
Contractor’s SOW shall include estimated time calculated as being needed to accomplish all details provided in the initial Quote Request. Should the need arise for additional pages or new functionality, Contractor is eager to accommodate. Know that changes may increase the costs of the project and will be agreed upon prior to work commencing and shall require a new SOW and payments as outlined on the new SOW. This additional work will affect deadlines milestones will be adjusted accordingly. If the nature or functions of the project change significantly throughout the process, Contractor reserves the right to deem the current project cancelled. Agency will submit payment to the Contractor for all completed work and may commission Contractor to complete the project based on the new requirements. This will require a new quote and SOW and additional deposit and payment agreement. All projects are performed on a work-for-hire bases. custom programming, design and artwork and source media files will be owned entirely by the Agency once project is paid in full. Prior to full payment, Contractor retains full rights to the aforementioned.
All design concepts, text content, graphics will be provided to the Agency for review and written approval by the Agency on behalf of their Client. Once written approval is received by the Contractor from the Agency, any changes will be deemed billable at the current shop rate. Contractor’s edit policy allows for two (2) rounds of edits of the design and content. The edits are to be within reason, meaning minor text edits and minor image/design changes. Should we feel the edits are extensive or an overall change to the design, the Agency will be notified and have the option of approving a new SOW for the extensive edits based on current shop rate.
12. Agency/Client Cooperation
Agency represents that its Authorized Representative has authority to act on Agency’s behalf, including but not limited to, signing SOW and other agreements with respect to project, accept/approve any completed milestone, and issue change orders. Agency may change its Authorized Representative at any time with written notice to Contractor. Agency agrees to fully and promptly cooperate with Contractor in connection with its services rendered within the SOW by making their Authorized Representative available to assist Contractor by, among other things, reviewing and accepting/approving completed milestones, approvals of design, content, and final project approval, approval of purchase of needed 3rd party plugins or other 3rd party software which may be incurred in connection with the project as outlined in the project’s SOW.
A 30-day warranty, which shall begin the day the project is approved by Agency, will be provided to insure the project is functioning properly. Any required revisions resulting from coding issues will be completed at no charge during the 30-day warranty period. Normal fees will apply post warranty period at the current shop rate should the project need adjustments. Hacked websites are the Agency’s responsibility. Contractor may be retained by the Agency to repair any hacking issues. Warranty does not cover edits, additions, changes to text, images or additional features requested after the project has launched. For such, a new quote and SOW will be provided to the Agency by the Contractor.
14. Assignment of Web Design Project
Contractor reserves the right, and Agency hereby agrees, to the assignment of subcontractors to this project may be necessary to insure the terms of this MSA and project SOW are met as well as on-time completion.
15. Payment Terms
Agency agrees that all payments made by the Agency shall utilize a payment schedule with specific dates outlined on each SOW. Invoices are generated with automatic billing on the specified dates stated within the project’s SOW.
Projects are quoted with typical payments terms of:
• 50% deposit to secure the services of Contractor
• 30% of the remaining balance is due based on the dates set forth in each SOW.
• 20% balanced paid in full based on the dates set forth in each SOW and prior to the website being made available live on the client’s domain name. Receipts shall be provided by Contractor and supplied to the Agency electronically. Contractor reserves the right to adjust the payment schedule on project SOWs depending upon the scope and size of the project.
The details within the project SOW shall outline the payment details for the project. The initial deposit and incremental payments for all services to be performed will utilize the Contractor’s automated payment structure based upon the agreed payment dates in the SOW. Each payment will be made using the automated payment method which is debited from the original card entered. Should a payment be declined for any reason, Agency agrees to supply Contractor with a new, valid card to be used for any outstanding payments.
For any recurring services such as PPC, SEO, Social Media ads, email marketing and ad spends are received a month in advance and are on automated payment structure. First month of said services will require an initial payment of 2 months – initial month to start project and the next month in advance. Should a payment fail for any reason, Agency will promptly supply a new source of electronic payment that is compatible with automated billing, ie, credit card or debit card. All work shall cease until payment is received. A 30-day written notice of cancellation of services is required. The current activity for which the Agency has paid will be completed. Contractor does not refund any payments for agreed upon services or ad spends.
17. Delays and Non-Payment
If for any reason a project’s production is delayed due to required items or details not being supplied, incomplete content including written or images, or any delay out of Contractor’s control, payment will not be withheld and the balance will be due as outlined in the SOW. The project will be removed from the production calendar until all details are received and new milestone dates will be provided to Agency within 10 working days of receiving additional content. Agreed upon payment dates in the original SOW will remain in effect and Agency billed accordingly.
Should any payment be missed per agreed payment terms outlined in the SOW, the project will be halted and removed from the production calendar until the missed project payment is made. New milestone dates to reflect the interruption will be provided to Agency. Should the Agency cancel the project once it has been started, all initial deposit and any subsequent payments that were made shall be forfeited and utilized as a method of payment for the work completed by Contractor. In the event additional work had been completed past the initial milestone for which payment was received, the Agency agrees to render payment for this completed work via the scheduled payment dates outlined in the SOW. Full payment for the completed work shall be due and payable within 7 business days of notice of cancellation by the Agency. All non-paid balances are subject to 15% annual interest.
18. Cancellation of Project
Either party may terminate this MSA by giving 30-day written notice to the other of such termination. In the event that project is postponed or terminated at the request of the Agency, the Contractor shall have the right to bill pro rata for work completed through the date of that request, while reserving all rights under this MSA. If additional payment is due, they shall be payable within seven (7) days of the Agency's written notification to stop work. In the event of termination, the Contractor shall own all rights to the Work. The Agency shall assume responsibility for all collection of legal fees necessitated by default in payment.
If at any point Agency wishes to cancel Project, all work completed to date becomes billable at current rates and deposits are non-refundable. No source materials will be transmitted to Agency before full payment of fees as described herein are received.
Any dispute that arises between the parties with respect to the performance of this MSA and subsequent Quotes or SOW shall be submitted to binding arbitration by an arbitration program in the state of Indiana, to be determined and resolved by said arbitrator under its rules and procedures in effect at the time of submission, and the parties hereby agree to share equally in the costs of said arbitration. Arbitration will be undertaken and concluded within 15 days of commencement.
20. Prepaid Hour for Web Maintenance Care Plans
Agency may elect to have Contractor perform monthly updates of core files, themes and plugins by utilizing Pre-Paid Hourly Plans offered by the contractor. Pre-Paid Hourly Plans can be used for maintenance, updates, such as adding or editing text content, changing images, uploading new documents to any web site Agency may request. Contractor may request to review a new project prior to agreeing to perform any services with the right to decline any project update.
Pre-Paid Hourly Plan exclusions are: SEO, PPC, social media marketing and email marketing and any scoped, quoted projects or new design elements, new pages or new functionality to the website. These types of requirements can be scoped and an SOW provided. Pre-Paid Hourly Plans are subscription plans, which automatically renew each 30-day period, unless a written cancellation notice is received by the Contractor at least five (5) business days prior to the renewal date to change or cancel Agency’s subscription. All non-subscription plans are billed at the base shop rate of $70 per hour. Contractor utilizes time-tracking software and provides reporting to Agency of time used for tasks per project with the report supplied to Agency by the seventh day following the end of the subscription period. Pre-Paid hours must be used within the subscription period. No refunds are provided and subscription hours do not carry-over to the next subscription period. If all hours purchased are depleted prior to the end of the subscription period, written notice will be provided to the Agency and work is halted until additional hours are purchased. Agency has the option to purchase a larger subscription to facilitate Agency’s needs or purchase extra hours for the current month at the base shop rate. All requests will be done via Contractor’s ticket system or project management software, such as TeamWork, if applicable, to provide quality service and ease in discussion and tracking of updates.
Rate per hour is based on the number of hours purchased each 30-day period and are recurring until cancelled.
• Base shop rate is $70 per hour.
• 5 hours purchased per 30-day period: $70 per hour
• 10 hours purchased per 30-day period: $65 per hour
• 20+ hours purchased per 30-day period: $60 per hour
21. Ticket System, Response Times and Emergency Requests
Response time is the time Contractor will review and schedule the edits submitted by the Agency. Time required will vary depending upon the complexity of the edits. For small tasks such as updating images or text content, updating a blog post, generally these can be completed within a few hours after they have been reviewed and scheduled. Larger tasks will be deemed as any task that requires more than 4 hours of time to complete.
Requests for edits and changes that are not part of a scoped project, including any maintenance under Pre-Paid Hourly Plans, will utilize Contractor’s ticket system. Agency shall post a ticket with details required and any needed assets supplied, to make the requested edits. Tickets will be responded to within the above-mentioned response times based on package purchased. If a situation should arise and the Agency requires emergency, immediate response, Contractor will make every effort to respond as quickly as possible. An emergency is defined as a website not accessible by the admin or general public and not a request for content edits. Emergency support is billed at the rate of the package Agency has purchased unless request is made after business hours or on non-business days. Business days and times are Monday-Friday from 9 am to 5 pm EST. In such case, a $200 service fee will be added to emergency requests that require the immediate attention of the Contractor after 5 pm EST on any business day or on Saturday or Sunday. After-hour service fee will be invoiced separately from the Agency’s Pre-Paid Hourly plan and due within 24 hours of the request being made by the Agency.
Should the Agency not choose the option of the Contractor updating core files, themes and plugins post-delivery, the full responsibility of the updates and any subsequent issues arising from either updates or projects not being maintained properly - ranging from hacks to incompatibility or any reason which may deem the project unusable or non-functioning, shall be the Agency’s responsibility and shall hold Contractor harmless. Updates, editors or additions to the project performed by the Agency are at the Agency’s risk. Any required repairs required from such shall be billable by the Contractor. Even through due diligence is made with faithful updating of websites, issues can always arise that are unforeseen or out of Contractor’s control, such as but not limited to, website not responding, plugin incompatibility with current versions of PHP or core files or other elements within the website, and hacking issues. Agency will hold the Contractor harmless for any of these events and acknowledges the above mentioned are will be considered “billable hours”. Contractor will swiftly review what the issues are and report our findings to the Agency along with an estimate of time and cost to restore the website to functioning and repair.
22. Web Hosting, Domain Name Registration & Renewal
Contractor will develop project on Contractor’s development server unless otherwise agreed to. Upon completion of the project and all payments received, Contractor will create a new cPanel account on provided Agency’s hosting server or arrange hosting on Contractor’s server or other Agency provided hosting. Package size and price will be based upon the projects projected space and bandwidth requirements and adjusted as needed. Contractor’s rates for hosting are shown below.
Hosting is payable monthly or annually and is billed using an automated subscription payment structure. Should payment not be received 7-days after due date, hosting service will be suspended until paid. Domain names the Contractor maintains for the Agency are renewed annually and billed using an automated subscription payment. If a website uses excess of the amounts of disk space or bandwidth for the paid for plan, the website will be moved to the next larger plan and billed accordingly.
Contractor currently offers a no-charge shared SSL for websites hosted on our server. Initial set-up fee will be outlined in the SOW, there is no annual fee for the SSL for the first year. Subsequent years will be accessed annually. If the shared SSL is available, there will be no charge. Should a shared SSL not be available, client can purchase a dedicated SSL from Contractor at the then current rate. Should the project require a higher level of security, an SSL may be purchased at the current SSL rate. Should the Agency prefer to host their Client’s website, Agency agrees to furnish Contractor all needed logins to access their client’s hosting account, including but not limited to: cPanel, FTP login, WHM if needed and registrar login details to set necessary DNS changes such as A Records. Server packages shall be in place and are the Agency’s responsibility if Agency’s server will be utilized. Agency to purchase SSL and Contractor will install for a fee of $200.
$25 Per Month Paid Annually
$50 Per Month Paid Annually
$200 Per Month Paid Annually
$35 Per Month - Paid Monthly
$60 Per Month - Paid Monthly
$210 Per Month - Paid Monthly
Disk Quota 500 MB
Disk Quota 1 GB
Disk Quota 1 TB
Monthly Bandwidth 10 GB
Monthly Bandwidth 250 GB
Monthly Bandwidth 1 TB
Unlimited FTP Accounts
Unlimited FTP Accounts
Unlimited FTP Accounts
There are many SSL options available depending on the specific needs of the Client. If an SSL is required that is not covered with the above options, we will provide a customized quote in the SOW for the project. Contractor does not host adult, gambling website or other content the Contractor deems offensive. The Contractor reserves the right to suspend any website which may contain malicious code or a threat to the Contractor’s server for any reason.
Email set up is the Agency’s responsibility. Contractor does not host or maintain email accounts.
23. Digital Strategy Solution Offerings
Contractor offers Search Engine Optimization (SEO), Pay Per Click (PPC) advertising on Google, Remarketing and social media posting and paid marketing solutions. To properly perform SEO, discovery of keywords, client’s goals and objectives of their new site the client’s competitors will be obtained by Contractor. Initial SEO discovery and report will be provided to Agency and will be a separate SOW.
Keyword and competitor analysis, persona development and marketing strategy plans are available, as well as inbound marketing strategies is an option for Agency’s Clients. Inbound marketing can include landing pages with offers for exchange of email address such as ebooks downloads, downloads offers, or other offers - can include email workflows, and press releases. CRMs can also be set up for clients to provide effect client management. Contractor can work with the Agency and their clients to ascertain what solutions are available to satisfy their goals.
Services will be outlined in either the initial SOW or can be added at any time by requesting a quote from the Contractor.
24. HTML and CSS Layout Templates
Contractor shall develop HTML and CSS code these using current best practices. The landscape of web browsers and devices changes regularly and Contractor’s approach is to look forward, not back. With that in mind Contractor shall test all our markup and CSS in current versions of major desktop browsers and mobile platforms to ensure that website functions as designed. Users of older or less capable browsers or devices will experience a design that is appropriate to the capabilities of their software.
The Contractor does not test old or abandoned browsers. If older browsers must taken into consideration, the project will be scoped to include any necessitated additional design work, development and testing for the project to perform properly on the older browsers.
The project will be compatible with the following browsers:
• Chrome latest version
• Microsoft Edge
• Internet Explorer Versions 10 and up
• Mozilla Firefox latest version
• Safari latest version
Contractor shall not (a) add their company name, (b) company marks, (c) company emails addresses, (d) company URL, or any other identifying marks to any work performed by Contractor for Agency. Contractor shall not display any part of projects or works performed for Agency on Contractor’s website without the Agency’s written permission.
Contractor reserves the right to show prospective clients examples of work that Contractor has completed for Agency.
Contractor guarantees any elements, elements of text, graphics, photos, designs, trademarks, or other artwork that Contractor has provided for inclusion in the website are either owned by Contractor or have permission to use them or were supplied by the client who states they also have permission to use them.
With final payment, copyright is automatically assigned as follows:
• You own the graphics and other visual elements that we create for you for this project.
• You also own text content, photographs and other data you provided, unless someone else owns them.
• We own the markup, CSS and other code and we license it to you for use on only this project.
Contractor shall provide all files on the server and other documents included in the project. Should Contractor desire a backup. Contractor utilize a backup system. The files are in a zip format and require the third-party software should Contractor desire to restore the files on a different server. The backup zipped files are stored with the Contractor’s cloud storage, namely Dropbox. The folder shall be shared with the Agency for a period of 3 months from the date of the launch of the live project. After which time, the files will be purged from the Contractor’s storage.
Copyright to the finished and fully paid project produced by Contractor will be owned by the Agency who can then transfer the ownership to their Client at their discretion. The Agency will assume all ownership of the project once final payment under this MSA and any additional charges incurred have been paid.
27. Nondisclosure of Confidential Information
Contractor acknowledges and agrees that, in rendering services hereunder, it may be given access to information about Client, its products and services, methods of manufacture and methods of doing business, as well as customer identifications, internal business information and other information about Client’s business. To the extent that the Agency designates such information as confidential, Contractor agrees to take reasonable precautions to maintain this information in confidence and not to disclose it except to those under its control and who have the need to know such information.
28. Non-solicitation of hiring of Employees, contractors and assigns
Agency shall not solicit, hire or otherwise approach any of Contractor’s employees, subcontractors or assigns for direct employment with their agency or to work as a subcontractor for their agency on any current or subsequent project(s) for a period of two (2) years post the competition of any project services provided Agency. Should the Agency opt to approach Contractor’s, employees, subcontractors or assigns, an employment opportunity or work-for-hire, it is agreed by the Agency and Contractor a fee of $20,000 shall be due and payable by the Agency to the Contractor in lieu of a formal court proceeding. The fee shall be due and payable immediately upon the breach of the MSA and interest shall accrue interest at the rate of 15% annually on the unpaid penalty until the full amount is paid.
Client agrees to indemnify and hereby holds harmless Contractor and its agents, vendors, employees and subcontractors or assigns from and against any and all losses, expenses, claims, liabilities and damages (whether consequential, incidental, or otherwise) resulting from the use or reproduction of Client's Materials/Media furnished by Client hereunder or Client's breach of this MSA.
Contractor warrants to Agency that the material, analysis, data, programs and services to be rendered hereunder will be of the quality designated and will be performed by qualified personnel. Contractor makes no other warranties, written, oral or implied, including without limitation warranty of fitness for purpose or merchantability. In no event shall Contractor be liable for indirect, incidental, special or consequential damages, whether or not the possibility of such damages has been disclosed to Contractor in advance or could have been reasonably foreseen. Contractor’s liability for Agency’s or their Client's actual damages will be limited to the actual amount paid by Client for the aforementioned services. This limitation shall apply regardless of the form of the action, whether such liability arises from a claim based on contract warranty, tort or otherwise, including negligence. This limitation does include liability due to claim by Client for bodily injury, loss of revenue, damage to real property or damage to tangible personal property.
31. Administrative Functions
Client meetings, server administration, other hosting administrative needs are available and billable at the rate of the pre-paid hours purchased by the Agency.
32. Governing Law
This MSA is governed by the laws of Indiana.
No course of dealing or failure to strictly enforce a provision of the MSA or any SOW will be construed as a waiver of the right to enforce performance of that provision.
If a provision of the Agreement is held unenforceable, all other provisions will remain in force.
35. Survival of Obligations
After termination or expiration of the MSA, the obligations under this MSA and any SOW and any outstanding Invoices that by their nature would survive termination, shall so survive.
36. Entire Agreement
The Master Service Agreement and the Statements of Work executed by the Parties contain the entire understanding of the Parties related to the Services, and it supersedes all prior or contemporaneous representations, either oral or written. The Parties may amend the Master Service Agreement only in writing and signed by authorized persons.
Signed and Agreed to by:
Agency Representative Name
MM slash DD slash YYYY
Authorized Agency Representative Signature
Why Work With Us
What We Do
What We Do
Continuing Education Websites
Drip Email Marketing
Search Engine Optimization
Why Work With Us
What We Do
Digital Strategies and Web Development in Louisville, Kentucky