DISCLAIMER: THIS IS ONLY A SAMPLE MASTER SERVICE AGREEMENT.
A FINAL VERSION WITH THE SAME TERMS WILL BE SENT FOR YOUR REVIEW AND SIGNATURE.
This Master Service Agreement (this “Agreement”) is entered into and made effective as of ____ __, 202_ (“Effective Date”), by and between:
- UBITQUITY, LLC a Delaware limited liability company having an address at 300 Delaware Avenue, Suite 210-A, Wilmington DE, 19801, email: [email protected]; (herein referred to as “Ubitquity”) and;
- [CUSTOMER] having an address at [ADDRESS], email: [INSERT EMAIL] (herein referred to as “Customer”).
Whereas Ubitquity is engaged in the business of providing the professional services set forth herein, Ubitquity desires to supply such services to Customer, and Customer desires to obtain such services from Ubitquity, for good and valuable consideration. The parties mutually agree to all of the provisions in this Agreement.
- Services. The services to be provided by Ubitquity to Customer (the “Services”) shall be described in one or more mutually executed Statements of Work attached as Exhibit “A” and, upon its mutual execution by the parties, is hereby incorporated herein by this reference. Each Statement of Work (“SOW”) will include, to the extent applicable, the following items: (a) a description of the Services to be performed by Ubitquity; (b) the target completion dates by which such Services shall be performed; (c) specifications for all work product and deliverables to be delivered by Ubitquity to Customer (“Deliverables”); (d) the method and schedule of compensation; (e) a price sheet of fees and costs for support and other functions provided by Ubitquity in connection with or subsequent to the Services; and (f) Customer’s assigned tasks and related resources needed for Ubitquity to perform the Services.
- Compensation. As consideration for performing the Services, Customer shall pay to Ubitquity the fees set forth on the applicable SOW.
- Terms and Conditions. In addition to the provisions set forth above and all of the provisions of each mutually executed SOW, the parties agree to all of the terms and conditions set forth on Exhibit B attached hereto.
In Witness Whereof, the parties by their duly authorized representatives have executed this Agreement as of the Effective Date.
“[CUSTOMER]” “Ubitquity, LLC”
Print Name & Title Print Name & Title
Master Service Agreement
Statement of Work
This Statement of Work is issued under and subject to the terms and conditions of the Master Service Agreement, hereinafter (“MSA”) between Ubitquity, LLC, hereinafter (“Ubitquity”) and [CUSTOMER], hereinafter (“Customer”) effective as of the Effective Date. Capitalized terms appearing but not defined herein shall have the meanings ascribed to them in the Agreement. Upon execution by both parties, this Statement of Work hereinafter (“SOW”) shall be incorporated into and made a part of the Agreement.
- Description of Services.
By giving access to the Ubitquity NFTitle platform, Customer would ensure that any digital signatures (hash) and/or documents associated with a transaction defined by agreement, which is recorded via the [INSERT BLOCKCHAIN] for the purpose of ensuring non-tamper (insomuch as any modifications) at $0.XX USD per file/record. Any unauthorized changes (i.e. physical access with changes or a hacked Ethereum wallet) would have a cryptographically verifiable fingerprint that securely tracks the chain of custody allowing both Ubitquity and Customer to have proof of change while maintaining an immutable record of all historical changes. All transactions are recorded to the Google Cloud Platform, as well backups and disaster recovery files are always available at no additional cost to the Customer. Files are encrypted and stored via the InterPlanetary FileSystem¹ (IPFS), and lastly a “hash” of the records on the Ethereum blockchain² (Polygon L1 Protocol). Under the [INSERT PLAN], NFTitle shall be on a fully dedicated/managed server, white-labeled with the Customer’s logo and branding. The Customer shall also be given access to a dedicated VP of sales representative and a dedicated senior support representative at Ubitquity.
All software and Intellectual Property developed by Ubitquity will remain property of Ubitquity. All software and Intellectual Property developed for Customer will remain property of Customer.
All Intellectual Property (“IP”) pertaining to the Customer local software, including any updates, user interfaces, improvements, modifications, and enhancements (including error corrections and enhancements) thereto, and all derivative works thereof would remain the property of the Customer. All IP pertaining to the Ubitquity API and its operating source code powering the API would remain the property of Ubitquity.
- Description of Other Services.
Ubitquity will provide Customer with access to its listing of their property/properties via its CryptoListing (CryptoListing.net) website as well as its payment gateway partners, Rocketfuel or NOWPayments (at an affordable fee), for the purpose of completing the real estate transaction(s).
Scope of Ubitquity’s work for Customer:
- Beginning with the implementation of system testing, the technical lead from Ubitquity will meet with a representative of Customer once per week via telephone conference call to discuss ongoing progress and outline any necessary technical update requirements.
- Deliverable Milestones/Target Dates/Invoice Amounts.
The following table describes the deliverables/milestones and target completion dates for the Services:
|Deliverable / Milestone
|Phase 0. Execution of contract. MSA (Master Service Agreement) signed
|____ __, 20__
|_____ __, 20__
|Phase 2: Customer shall provide Ubitquity with the required username(s) and password(s) required for securely accessing the platform. Customer shall manage their own MetaMask wallet on the NFTitle platform. Ubitquity shall grant the Customer full access to the NFTitle platform. Custom logo and text changes shall be made available for the Customer free of charge from Ubitquity.
|___ __, 20__
- Customer shall pay Ubitquity in accordance with the milestones as defined above.
- Customer shall make payment to Ubitquity using USD wire transfer or cryptocurrency.
- The Customer may prepay or postpay (due on the 1st day of the month) for per records usage which is charged at $0.__/record (file). Ubitquity recommends recording all files individually for security and proper tracking, however, if the Customer opts to upload .zip files, Ubitquity will charge per-record fees based on the number of files in the .zip file due to inherent storage costs.
- Subscription shall hold valid through each USA Eastern time zone calendar year by number.
- Cancellation of Subscription must be officially notified to Ubitquity at a minimum of 90 days prior to the subscription renewal terms or else Customer shall incur a short notice fee of 75% of the value of the overall subscription fee.
- Customer Tasks and Resources.
- Inform Ubitquity of their needs prior to and concurrent with any additional custom development of NFTitle, such as an API, a new UI/UX (User Interface/User Experience), etc.
- Ensure a representative from Ubitquity would be available to meet with the technical lead from Ubitquity at least once per month via telephone conference call to discuss progress and update/development requirements as needed.
In Witness Whereof, the parties hereto have executed this MSA as of the Effective Date.
“(CUSTOMER)” “Ubitquity, LLC”
Print Name & Title Print Name & Title
Master Service Agreement
Terms and Conditions
- Change Orders
Customer acknowledges and agrees that the target dates specified in any SOW are estimated and may vary depending on deviations in the scope of the project and Customer’s requirements. Without limiting the foregoing, from time to time Customer or Ubitquity may request a material change in any SOW that has then been mutually executed by proposing the same in writing (each, a “Change Order”). No Change Order shall take effect, if at all until mutually agreed upon and executed by the parties, each in its sole discretion, whereupon such Change Order shall constitute an amendment to the applicable SOW and be governed hereby. In the event that Customer, without performing the Change Order process set forth in this Section 1, materially changes any of the specifications or requirements of the Services, or delays the delivery to Ubitquity of any required resource or information so as to adversely affect or delay Ubitquity’s performance hereunder, Ubitquity shall be entitled to modify the SOW in a manner commensurate therewith, and such modified SOW shall be binding upon the parties.
Unless set forth to the contrary in the SOW, Ubitquity shall issue Customer invoices for the Services monthly. Customer shall make payment to Ubitquity upon receipt of the date specified on the invoice by negotiable instrument drawn on U.S. funds or by wire transfer to such account as Ubitquity shall specify. Payments not received by Ubitquity when due shall, at Ubitquity’s sole discretion, be subject to a finance charge from the due date until the payment is made at a rate equal to the lesser of 1.5% per month or the maximum amount allowable under applicable law. Bank fees for returned checks shall be reimbursed by Customer. Ubitquity shall have the right to terminate this Agreement immediately upon written notice if Customer does not make any payment when it becomes due and payable hereunder or if any check presented is returned due to insufficient funds. Customer shall reimburse Ubitquity for its reasonably, documented, out-of-pocket expenses in performing the Services. All fees for Services specified herein are exclusive of any U.S. federal, state, or local sales, excise, use, value-added, or other taxes and tariffs. Customer shall pay all taxes that, as per applicable law, accrue to the buyer or beneficiary of services of the type provided by Ubitquity to Customer hereunder.
Customer shall assign a single project manager (“Project Manager”) who shall be the primary point of contact for communicating with Ubitquity with respect hereto. Customer may substitute other persons in its Project Manager position upon reasonable prior notice to Ubitquity. Each party’s personnel and subcontractors provided in performance of the Services shall at all times remain under the direction and control of such party. Each party shall be responsible for all payroll taxes, unemployment insurance payments, and other obligations of employers with respect to its own personnel.
- Ownership of Deliverables
- Upon delivery of, and payment in-full for, any Deliverables, ownership of all right, title, and interest (including ownership of all intellectual property rights) in and to all portions of such Deliverables that are expressly identified on the SOW as Customer-Owned Deliverables (the “Customer-Owned Deliverables”) shall vest in Customer, the same hereby being deemed to be specially commissioned works made for hire, or in any event being hereby assigned and exclusively end-user licensed from Ubitquity to Customer in perpetuity so long as the annual fees are paid by the Customer to Ubitquity. Ubitquity shall take such actions and provide such assistance as may reasonably be required by Customer to perfect Customer’s rights as aforesaid, and Ubitquity shall take no action in contravention thereof.
- Ubitquity shall own all right, title, and interest (including all intellectual property rights) in and to all portions of any Deliverables that are not expressly designated on the SOW as Customer-Owned Deliverables or that otherwise constitute Ubitquity’s pre-existing works, its general tools, or its general knowledge used to perform the Services (the “Licensed Deliverables”). Ubitquity hereby grants to Customer a nonexclusive, worldwide, perpetual, fully paid-up end-user license in and to all Licensed Deliverables to use such Licensed Deliverables in connection with Customer’s use of the Customer-Owned Deliverables, subject to any different or additional terms that may be set forth on the SOW respecting the Licensed Deliverables.
- The parties acknowledge and agree that in their performance hereof, each (“Recipient”) may receive or be exposed to the proprietary and confidential information of the other (“Owner”) that is designated orally or in writing as being confidential (“Confidential Information”). Recipient shall use Owner’s Confidential Information solely in furtherance of Recipient’s performance hereunder and for no other purpose whatsoever. Recipient shall not disclose Owner’s Confidential Information to any third parties except to Recipient’s trusted employees having a legitimate need to know in furtherance of Recipient’s performance hereunder and who are bound by confidentiality obligations at least as restrictive as those hereof. Confidential Information shall not include information that: (i) was lawfully known by Recipient without an obligation of confidentiality before its receipt from Owner; (ii) is independently developed by Recipient without reliance on or use of Owner’s Confidential Information; (iii) is or becomes publicly available without a breach by Recipient of this Agreement; or (iv) is disclosed to Recipient by a third party under no obligation to maintain its confidentiality. If Recipient is requested to disclose any of the Confidential Information as part of an administrative or judicial proceeding, Recipient shall, to the extent permitted by applicable law, promptly notify Owner of that request and cooperate with Owner, at Owner’s expense, in seeking a protective order or similar confidential treatment for the Confidential Information. If no protective order or other confidential treatment is obtained, Recipient shall disclose only that portion of Confidential Information which is legally required and will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the Confidential Information which is required to be disclosed.
- Each party acknowledges that the Confidential Information of Owner is unique and valuable, that remedies at law will be inadequate to protect Owner from any actual or threatened breach of this Section 6 by Recipient, and that any such breach would cause irreparable and continuing injury to Owner. Therefore, Owner shall be entitled to seek equitable relief with respect to the enforcement of this Section 6 without any requirement to post a bond, including, without limitation, injunction and specific performance, without proof of actual damages or exhausting other remedies, in addition to all other remedies available to Owner at law or in equity.
During the term hereof and for a period of 2 years after the termination hereof, Customer shall not directly solicit for employment, hire away, or otherwise engage any employee or independent contractor or Ubitquity.
Except as otherwise provided in this Agreement, Ubitquity does not provide any warranty with respect to Services, and THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
Customer shall indemnify, defend, and hold harmless Ubitquity and its agents from and against any third-party lawsuits, claims, or proceedings brought against Ubitquity or its agents by a third party arising from Ubitquity’s good faith performance of Services for Customer or any act or omission of Customer.
The term of this Agreement shall begin on the Effective Date and shall continue on the 1st anniversary thereof unless prior thereto the parties mutually agree in writing to this Agreement for additional terms.
Either party may terminate this Agreement upon 10 days prior written notice to the other party in the event of a material breach of any of the terms hereof by such other party, provided that such breach has not been cured within such 10-day period. Ubitquity shall have the right to terminate this Agreement in accordance with Section 1.
The provisions of Sections 5, 8, 9, 10, 14, and this Section 13 shall survive termination hereof in perpetuity. The provisions of Section 6 shall survive termination hereof with respect to each item of Confidential Information until such time as such item no longer constitutes Confidential Information pursuant to clauses (i) through (iv) of Section 6(a). The provisions of Section 7 shall survive termination hereof for 2 years.
- Force Majeure
Ubitquity is Not Liable. The Company is not liable to the Customer for any delay, failure, loss of assets, or disruption due to an event or circumstance that is beyond Ubitquity’s control, including but not limited to: acts of God, riots, terrorism, wars, floods, fires, earthquakes, explosions, strikes and other similar events which affect the Company, Equipment, Power Supply or anything that is related directly or indirectly to Ubitquity’s Operation.
- General Provisions
- Effect; Assignment. This Agreement shall be binding upon the parties and their respective successors and permitted assigns. Either party may assign this Agreement to its successor in interest by way of merger or acquisition upon written notice to the other party.
- Publicity. Ubitquity may publicly identify Customer as a customer in Ubitquity’s marketing materials from time to time.
- Independent Parties. The parties are and shall remain independent contractors and this Agreement shall not be construed to establish any fiduciary relationship or other relationship of partnership, joint venture, employment, franchise, or agency between them. Neither party shall have the authority to bind the other or incur obligations on the other’s behalf without the other’s prior written consent in each instance.
- Agreement. This Agreement (including these terms and conditions and all SOW’s) constitutes the entire agreement of the parties, superseding all other prior and contemporaneous understandings and discussions pertaining to the subject matter hereof. This Agreement may not be amended except in writing signed by both parties in email and sent via digital signature service. No modification of this Agreement may be effected via SMS (short-message-service) text, Telegram, social media, or other media. If any provision of a mutually executed SOW contradicts, supplements, or expressly amends this Agreement, then such SOW provision shall supersede the applicable provision(s) hereof; otherwise, the provisions of this Agreement shall prevail over the provisions of any SOW, to the extent that they differ.
- Waiver. Either party’s failure to require strict compliance by the other with respect to the terms and conditions of this Agreement shall not be construed as ongoing or as a waiver by that party of its right to later enforce any term or condition hereof.
- Severability. If a provision hereof should be held to be invalid or unenforceable, the same shall be reformed to the minimum extent possible to be rendered valid and enforceable, and it not affect any other provision hereof.
- Governing Law; Dispute Resolution. This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware, without regard to the internal law of Delaware regarding conflicts of laws. With respect to any suit, action, or proceeding relating hereto, each party hereby irrevocably submits to the exclusive jurisdiction of the courts of competent jurisdiction located in Wilmington, Delaware, and waives any objection thereto. The prevailing party to any dispute shall be entitled to reimbursement of its fees and costs from the other party. EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION ARISING HEREUNDER.
- Notices. Written notices hereunder shall be deemed perfected if delivered to a party using its respective contact information set forth above (i) by hand or in-person delivery; (ii) by email with receipt confirmed; or (iii) by certified mail, registered mail, or courier service, with return-receipt received, to the party at the address set forth above. Mobile SMS (short-message-service) text message communications shall not constitute written notice hereunder.
- Counterparts. This Agreement may be executed in one or more counterparts, which shall constitute one and the same instrument. Digitally scanned copies hereof shall constitute originals.
- Regulatory Risks
Ubitquity acknowledges that the regulatory environment surrounding cryptocurrency is still in a developmental phase, and new laws that could be detrimental to Ubitquity’s operation could be enacted at any time with little to no warning. In the event of a regulatory change by the state of Delaware, or federal law, the Company will remain in compliance with the laws, even if it results in a significant detriment to the Ubitquity’s ability to earn profits.
- Service Level Agreement
Ubitquity shall provide the Customer with a Service Level Agreement (SLA) which guarantees a certain level of quality service for the NFTitle Network. The NFTitle Network has a 99.99% uptime guarantee per annum. Details of the SLA which is available at: https://ubitquitynft.com/web3/service-level-agreement-sla/.