MASTER SERVICES AGREEMENT

1. Agreement and Parties This Master Services Agreement (MSA) is made effective upon the signing of an accompanying Service Agreement. “Client” refers to the entity receiving the services. “Dahlia Distro LLC” is the service provider. Together, they are referred to as “the parties.”

2. Services Services provided will be outlined in individual Service Agreements, each incorporating this MSA. In case of inconsistencies, the Service Agreement takes precedence.

3. Terms of Purchase

  • Orders: Must reference Dahlia Distro’s quote and the specific services requested.
  • Pricing: Prices are fixed for the term of each Service Agreement.
  • Taxes: The client is responsible for all applicable taxes.
  • Payment: Due within 30 days of invoice receipt. Late payments attract a 2% monthly fee.

4. Term & Renewal The MSA and Service Agreement terms are as outlined in the respective Service Agreement, with renewals subject to agreement by both parties.

5. Termination Either party may terminate this MSA with a 30-day written notice. Termination does not affect ongoing Service Agreements.

6. Third-Party Products Dahlia Distro is not liable for third-party products or services provided as part of the service.

7. Proprietary Rights Dahlia Distro retains ownership of intellectual property created during service provision, granting the client a non-exclusive use right.

8. Confidentiality Both parties agree to keep all confidential information secured for a period of three years from disclosure.

9. Client Responsibilities The client is responsible for data backup and providing necessary access and cooperation for service delivery.

10. Limited Warranty Services are warranted to be of professional quality. No other explicit or implied warranties are provided.

11. Liability Liabilities for both parties are limited to the total amount paid for the service causing the damage.

12. Indemnification Both parties agree to indemnify each other against certain third-party claims as outlined in the original MSA.

13. General Terms

  • Independent Contractors: Both parties are independent contractors.
  • Entire Agreement: This MSA and accompanying Service Agreements constitute the entire agreement.
  • Force Majeure: Neither party is liable for failure due to uncontrollable and unforeseen events.
  • Governing Law: Governed by the laws of the State of California.
  • Dispute Resolution: Parties agree to negotiate or mediate disputes before resorting to litigation.

14. Updates Dahlia Distro may update this MSA, with updates posted on the company’s website.

15. Notices Notices should be sent to the addresses specified in the Service Agreement.

END OF MSA

 

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