Master Service Agreement (MSA)
Interpretation and Definitions
In this Agreement, unless the context clearly indicates otherwise:
If a word or phrase is defined in this Agreement, its other grammatical forms, as used in this Agreement, shall have a corresponding meaning.
Words used in the singular include the plural, and words used in the plural include the singular.
The words "include," "includes," and "including" shall be deemed to be followed by the words "without limitation."
The headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

This Agreement consists of the following components, in order of precedence:
Any SOW (Statement of Work), this MSA, the DPA (Data Processing Addendum), any Purchase Order or any additional contractual documents agreed to between the Parties.

In the event of a conflict between any of these documents, the conflict will be resolved by applying the documents in the specified order, with the prevailing document taking precedence. If you require an additional SOW related to opening an additional service, this MSA shall apply to any and all executed SOWs between You and White Owl Designs. White Owl Designs reserves the right to make non-material updates to this Agreement, which will be available at https://www.whiteowldesigns.net/msa

General description of the Services
White Owl Designs offers comprehensive managed creative services, encompassing design support, project management, and the necessary capabilities for Statement of Work (SOW) execution. Our team at White Owl Designs includes dedicated project managers, designers, design or creative directors, producers, and designers, all as specified in the SOW. To ensure smooth operations, the Client will only grant access to authorized representatives acting on behalf of the Client.

Term and Termination
The duration of this Agreement commences on the earliest Start Date and concludes upon the termination of all SOWs that form part of this Agreement unless terminated earlier in accordance with this MSA.

Each SOW's duration begins on its specified Start Date and extends for the duration of the Agreement Term. At the conclusion of each Agreement Term, the SOW's duration will automatically renew, on the same terms, for an additional Agreement Term, unless a written termination notice is delivered to the other Party at least thirty (30) days before the start of the next Agreement Term.

Either Party has the right to terminate the Agreement in writing with immediate effect under the following circumstances:

One Party is in material breach of the Agreement, and the other Party has provided written notice requesting remediation of the breach. If the material breach remains unaddressed for at least thirty (30) calendar days after receipt of the written notice, termination may occur.

The Party not seeking termination is insolvent or undergoing liquidation proceedings in accordance with the Force Majeure section of this MSA. Each of these circumstances constitutes a "Termination for Cause."

All Monthly Amounts shall be paid up until and including the last month of the final Agreement Term. Any unused Monthly Amount or Plan hours will be forfeited upon termination without cause by the Client.
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At White Owl Designs LLC, we take the privacy and security of our clients seriously. We understand that trust is an important factor in any business relationship, which is why we have created this privacy policy to outline how we handle your personal information.

Closure of Projects
White Owl Designs has the authority to close Projects if feedback or confirmation of completion is not received within fourteen (14) calendar days after the delivery of any Service, irrespective of its completion status. Furthermore, if a Project is still ongoing thirty (30) days after the Client has been notified of its commencement and has provided no feedback to White Owl Designs, the Project may be closed. In accordance with the terms of this Agreement, White Owl Designs will provide reasonable support to initiate a new Project for any remaining work.

Project Quality
It is the responsibility of the party to terminate a project if deemed unsatisfactory. The Client shall be fully liable for all hours worked, irrespective of satisfaction with the final deliverable. The Client is expected to request progress reports with sufficient frequency to assess progress. In the event of unsatisfactory work, it is the party's duty to report to White Owl Designs promptly. White Owl Designs will evaluate the work based on the expected standard and credit the hours worked if deemed unsatisfactory.

Pricing and Price Changes
All projects are subject to a minimum allocation of 3 hours of work. White Owl Designs reserves the right to modify the services (including capabilities and hours), hourly or monthly amount, and/or agreement term amount starting from the beginning of the next agreement term. Written notice will be provided to you at least thirty (30) calendar days before the current agreement term ends. White Owl Designs also reserves the right to adjust list prices starting from the beginning of the next calendar month. Written notice will be provided to you accordingly.

Refunds
Except in cases of Terminations for Cause by the Client, as specified in Section 5(c), or in situations where the Client chooses to opt out when applicable, the Client is not eligible for a refund of any remaining Monthly Amounts upon termination.
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Refunds related to a Termination for Cause by the Client will be prorated based on the remaining portion of the current Agreement Term Amount, excluding any Overage charges. It is important to note that any refund will not include past payments, regardless of the reason.

Billing Mistakes
If you believe there has been an incorrect billing from White Owl Designs, it is important to contact us within thirty (30) days of receiving the project closed notification or invoice. This will allow us to promptly address any errors or issues and provide you with the necessary adjustment or credit. For any inquiries, please direct them to info@whiteowldesigns.net.

Payment
Each Statement of Work (SOW) will be invoiced monthly for the agreed amount, following the specified Billing frequency. Invoices must be paid in full within the Payment Terms outlined in the (SOW) agreement. The term amount will be prorated until the termination date.
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We offer various payment methods, including credit card, check, or bank transfer, all in USD. If any outstanding amount remains unpaid for more than thirty (30) days beyond the agreed payment terms, White Owl Designs reserves the right to charge 3% interest per month on the outstanding balance, or the maximum permitted by law, along with all collection expenses. The outstanding amounts may be referred to a Debt Collection agency in such cases. Please note that you are responsible for any taxes associated with the services, excluding U.S. taxes based on White Owl Designs' net income.
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Furthermore, White Owl Designs reserves the right to suspend or terminate services immediately if any outstanding amount remains unpaid for more than thirty (30) days. In the event of service suspension due to overdue outstanding amounts, White Owl Designs will continue to fulfill its service obligations as defined in this agreement, and the client will not be entitled to any compensation for such action. If termination occurs according to this paragraph, the client will still be liable for all fees incurred until the date of termination, including any overage fees. The fees for the current period will be calculated pro rata.To obtain details regarding Wires & Global Bank Transfer, including direct deposits and ACH payments, please contact us at info@whiteowldesigns.net.

Please make all physical checks payable to ‘White Owl Designs LLC’ and kindly send them to the address provided below:

548 Market Street PMB 15317,
San Francisco, CA 94404

Credit Card Payment Method
The refund process may take several business days, depending on your bank or credit card service. If you choose to pay with a credit card, you are authorizing White Owl Designs to run credit card authorizations on all the credit cards you provide. Additionally, you authorize White Owl Designs to store your credit card details as your preferred method of payment for Services. Rest assured that your credit card will only be charged in accordance with the payment terms agreed upon by both you and White Owl Designs.

Purchase Orders
If the Client requests a Purchase Order number to be included on the invoice, it is the Client's responsibility to provide the Purchase Order number to White Owl Designs in advance, at least seven (7) calendar days before the next invoice, as per the Billing Frequency. The Client's ability to furnish a Purchase Order does not impact the validity or enforceability of this Agreement. White Owl Designs reserves the right to invoice without a Purchase Order in cases where a valid purchase order has not been provided by the time of invoicing.

Restrictions of Use
You are prohibited from reverse engineering, decompiling, or otherwise attempting to uncover the source code, object code, or underlying structure of the Services or any related software, documentation, or data. Similarly, you must not modify, translate, or create derivative works based on the Services or any Software unless expressly permitted by White Owl Designs or authorized within the Services. Additionally, you must not use the Services or any Software for timesharing or service bureau purposes or for the benefit of a third party. Lastly, it is important that you do not remove any proprietary notices or labels.

Availability of Service and Support
White Owl Designs will make every reasonable effort to provide the agreed-upon Services. However, it cannot guarantee the ongoing functionality or compatibility of any Work Product delivered. White Owl Designs does not offer or guarantee any online hosting or support services on https://www.whiteowldesigns.net or any other third-party service, website, or domain. It is your responsibility to ensure that you make copies and store any electronic or online deliveries or Services provided by White Owl Designs and any account data, registration data, access data, or any other data in your own location. White Owl Designs will make every reasonable effort to assist you with technical issues during its business hours. If you require technical support, please contact your Project Manager.

Confidentiality
Both you and White Owl Designs (referred to as the "Receiving Party") acknowledge that the other party (referred to as the "Disclosing Party") has disclosed or may disclose confidential business, technical, or financial information pertaining to the Disclosing Party's operations (referred to as the "Proprietary Information" of the Disclosing Party). White Owl Designs' Proprietary Information encompasses undisclosed details regarding the Service's features, functionality, and performance.Use of Third-Party Materials
White Owl Designs has the ability to incorporate Third-Party Materials, such as literary, pictorial, audio-visual, sound recordings, and other copyrighted assets, into any Work Product. It is the Client's responsibility to request and oversee the exclusion of Third-Party Materials. Depending on the desired license(s) and usage(s), an additional cost may be required prior to approval and payment. It is essential to inform your project manager at the beginning of any Project about the license(s) and/or usage(s) you require. White Owl Designs cannot be held responsible if your initial intended use of any Work Product changes and the license(s) and/or usage(s) provided by White Owl Designs are insufficient for your revised intended use. You confirm that you own the intellectual property right(s) or possess the appropriate license(s) and/or usage(s) for any Third-Party Materials provided to White Owl Designs.

Indemnification
Both Parties agree to indemnify, defend, and hold harmless each other's affiliates, directors, officers, employees, representatives, agents, and contractors ("Indemnified Parties") from any direct losses, damages, or expenses (including reasonable attorneys' fees) arising from successful Third-Party Claims related to the following actions:
1. Failure to comply with applicable laws.
2. Gross negligence.
3. Willful misconduct.
4. Fraud or fraudulent misrepresentation.
5. Defamation.

Additionally, you will indemnify, defend, and hold harmless White Owl Designs, its affiliates, directors, officers, employees, representatives, agents, and contractors ("White Owl Designs Indemnified Parties") from any Losses resulting from Third-Party Claims against a White Owl Designs Indemnified Party relating to:
1. Use of the Services in violation of this Agreement.
2. Use of any of your Intellectual Property.
3. Use of any Third-Party Materials.
4. Use of any other materials provided by you.
5. Violation of privacy rights, unfair competition, or infringement allegations of a third party's registered patent, registered trademark, or copyright.
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White Owl Designs will also indemnify, defend, and hold harmless the Client, its affiliates, directors, officers, employees, representatives, agents, and contractors ("Client Indemnified Parties") from any Losses resulting from Third-Party Claims against a Client Indemnified Party related to the actions of White Owl Designs or its affiliates, directors, officers, employees, representatives, agents, or contractors, including but not limited to:
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1. Breach of the IP Infringement Warranty ("Infringement Claim").
2. Infringement Claim related to your use of the Software.However, White Owl Designs will not have any obligation under this section or otherwise with respect to any Infringement Claim to the extent it is based on:
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1. Use of the Work Product not in accordance with this Agreement.
2. Use of the Work Product in combination with other materials, content, or images not supplied by White Owl Designs unless the Infringement Claim would have arisen irrespective of such combination.
3. Any modification to the Work Product made not by White Owl Designs, Your Intellectual Property, Client Data, or other materials or content provided by you to White Owl Designs.
4. Any part of the Work Product that was designed in accordance with, or in response to, instructions, feedback, or input from you.

Non-solicitation
During your use of the Services, and for one (1) year after your last use, you agree not to solicit any employee, vendor, or independent contractor associated with White Owl Designs to terminate or breach their relationship with us. This applies to both your own interests and those of any other business or organization unless you have obtained written approval, signed by an authorized representative of White Owl Designs, and paid the agreed release fee. Failure to obtain written approval will result in a solicitation fee of USD $50,000.
The non-solicitation restrictions in this section only apply to creative, design, and project management personnel who have directly worked on the Plan. They do not apply to advertisements placed in the public domain for positions you are hiring for unless you have directly or indirectly solicited the employee, vendor, or independent contractor for that position.

Survival of Terms
All provisions of the Agreement that are inherently intended to endure termination will indeed survive, including but not limited to, the rights to accrued payment, obligations of confidentiality, disclaimers of warranty, and limitations of liability.

Enforcing Rights
The failure or delay of either Party to exercise or enforce any right or claim shall not be deemed a waiver of such right or claim. It shall in no way impede the Party's ability to enforce, or exercise said right at a later time unless an express written waiver is issued by the Party. Such waiver must be signed by a duly authorized representative of the Party.

Assignment
This Agreement may not be assigned by either Party, including any rights or obligations herein, without the prior written consent of the other Party, which shall not be unreasonably withheld. However, in the event of a bona fide merger, reorganization, acquisition, or transfer of all or substantially all of a Party's assets or voting securities, either Party may assign this Agreement. Any attempted assignment or transfer in violation of this provision shall be deemed null and void. Notwithstanding the foregoing restrictions, the successors and permitted assigns of the Parties shall be entitled to the benefits of this Agreement.

Force Majeure
Except for the payment obligations for Services already rendered under this Agreement, no Party shall be held liable or deemed to have breached this Agreement due to any failure or delay in fulfilling its terms caused by acts beyond its reasonable control. Such acts may include but are not limited to, strikes, lock-outs, sabotage, cyber-attacks, natural disasters, or other events constituting a Force Majeure Event. The Party experiencing a Force Majeure Event will make reasonable efforts to mitigate its impact, and if the event continues for more than twenty (20) business days, the other Party may terminate this Agreement.

Notice for California Users
Under California Civil Code Section 1789.3, Users of White Owl Designs from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. To the extent allowed by applicable law, nothing in this Section shall be construed as limiting or affecting in any way.

Complete Agreement
This Agreement represents the comprehensive and definitive expression of the Parties' shared understanding. It prevails over and invalidates all prior written and oral agreements, communications, and other understandings pertaining to the subject matter. In any legal action or proceeding to enforce rights under this Agreement, the prevailing party shall have the right to seek reimbursement for costs and attorneys’ fees.