Master Services Agreement

REV$: 20306-152800, Updated on Friday, Mar 6th, 2020

A client (“Client”) of Wilson's Ventures, LLC (“The Consultant”) is bound to these Terms and Conditions when it executes a document that has authorized The Consultant to provide services and expressly agreed to the terms and conditions set forth at this URL ( The Consultant and Client may be referred to hereunder individually as a “Party” and collectively as the “Parties”. The “Effective Date” will be the date of the applicable Scope of Work or date of applicable Booking or date of applicable Subscription to Plan.

  1. DEFINITIONS; INTERPRETATION. Capitalized terms used herein will have the meanings ascribed to them in the body of this Agreement (defined below), other documents attached hereto or referenced herein, or as defined below. Terms other than those defined below will be given their plain English meaning and terms of art having specialized meanings in the interactive development industry will be construed in accordance with industry standards. Unless the context otherwise requires, words importing the singular include the plural and words importing the masculine include the feminine and vice versa where the context so requires

    1. Affiliate. “Affiliate” means any person or entity controlled by, controlling, or under common control of a Party. “Control” means the legal, beneficial, or equitable ownership, directly or indirectly, of more than 50% of the aggregate of all voting equity interests in the entity.

    2. Agreement. “Agreement” means: (a) these Services Terms & Conditions; and (b) any Scopes(s) of Work, Proposal(s), or Work Authorization(s), that reference this Agreement and, thereby, are incorporated herein.

    3. Client. “Client” includes Client, Affiliates of Client, any parties for whom Client presents itself as an authorized agent, or third-party individuals or entities with whom Client has associated for any matters related to the subject matter of this Agreement.

    4. Confidential Information. “Confidential Information” includes any and all technical and non-technical information including patent, copyright, trade secret, and proprietary information, techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment, algorithms, software programs, software source documents, and formulae related to the current, future and proposed deliverables and services, and includes, without limitation, information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, business forecasts, sales and merchandising, marketing plans and information, estimates, proposals, scopes of work, statements of work, and communications between the Parties.

    5. Defects. “Defects” are features or functionalities of a Deliverable that operate inconsistently with the requirements specifically set forth in the Scope of Work under which the Deliverable was created.

    6. Deliverables. “Deliverables” includes anything that is designed, developed, and/or customized for a Client as specifically set forth in a Scope of Work.

    7. Development Tools. “Development Tools” means any tools or software used by The Consultant to create, debug, maintain, or otherwise support, programs, software, and applications.

    8. Disclosing Party. “Disclosing Party” is the Party to this Agreement that discloses Confidential Information to Receiving Party.

    9. Estimate. “Estimate” is a document preceding the Scope of Work that generally describes the Services to be performed by The Consultant and the estimated costs thereof. The Estimate and any documents referenced therein, including, but not limited to, design comps and wireframes, are not part of the Agreement. The Estimate is only binding on the Parties to the extent that any work is completed prior to the execution of the Scope of Work, as discussed in Section 2.5, “Work Completed Before Execution of Scope of Work”. A signed Scope of Work supersedes the Estimate.

    10. Expenses. “Expenses” includes costs related to: licensing, software, or travel that Client has approved in writing; any sales, use, excise, or similar tax on products that become part of the Deliverables; shipping costs incurred to ship materials to Client; and any third-party fees, including but not limited to those resulting from credit card payments, wire transfer, or bounced check of Client. Unless expressly stated herein, these Expenses do not require Client approval.

    11. Know-How. “Know-How” is material of a general abstract character that is used in, enhanced, or developed in the course of providing Services; it includes: methodologies; delivery strategies, approaches, and practices; generic software tools, routines, and components; generic code libraries, both open source and proprietary to The Consultant; generic content, research, and background materials; training materials; application building blocks; templates; analytical models; project tools; development tools; inventions; solutions and descriptions thereof; and ideas.

    12. Letter of Intent. “Letter of Intent” is a document preceding the Scope of Work that generally describes the project for which the Client would like The Consultant to provide Services. A Letter of Intent includes limitations of the client (budget, timeline, or required features) and does not include details of the estimated Services to be provided by The Consultant. The Letter of Intent is not part of the Agreement and, as such, is only binding on the Parties to the extent that any work is completed prior to the execution of the Scope of Work, as discussed in Section 2.5, “Work Completed Before Execution of Scope of Work”.

    13. Proposal. “Proposal” is a document that describes the services, functions, responsibilities, and projects to be performed thereunder, expressly referencing this Agreement, and signed by an authorized representative of Client. Engagements governed by a Proposal include, but are not limited to: Deployed Teams; Consulting; UX Workshops; and Maintenance Agreements. For purposes of this Agreement, a Proposal has the same effect as a Scope of Work and may be referred to as a Scope of Work.

    14. Receiving Party. “Receiving Party” is the Party to this Agreement to whom Confidential Information is disclosed by Disclosing Party.

    15. Scope Change. “Scope Change” means a Client-provided written request to The Consultant to change any individual Scope of Work, Proposal, or Work Authorization.

    16. Scope of Work. “Scope of Work” is a detailed document describing the services, functions, responsibilities, and projects to be performed thereunder, expressly referencing this Agreement, and signed by an authorized representative of Client. For each engagement under this Agreement, the Services to be performed and Deliverables to be provided by The Consultant at the request of Client may only be set forth in a Scope of Work.

    17. Services. “Services” means all services performed by The Consultant pursuant to this Agreement.

    18. Subscription. “Subscription” means the Client opting into Services for a Plan with a reoccurring Fixed Price on The Consultant website.

    19. Plan. “Plan” means a predefined Services offering on The Consultant website with its Scope of Work defined as published features of the Plan.

    20. Booking. “Booking” means any scheduled appointment created by the Client for a Booking Service published on The Consultant website for use with Services.

    21. Third-Party Software. “Third-Party Software” means code and software libraries developed by a third-party. Third-Party Software includes any software, programming or other intellectual property that: (a) contains or is derived in any manner (in whole or in part) from any software that is distributed as free software, open-source software, shareware or similar licensing or distribution models; or (b) is subject to any agreement with terms requiring that such intellectual property be (i) disclosed or distributed in source code or object code form; (ii) licensed for the purpose of making derivative works; and/or (iii) freely redistributable by end-users to third parties without payment of compensation.

    22. Work Authorization. “Work Authorization” is a document that describes the Services to be provided by The Consultant, subject to a mandatory stopping point when a Client-set limit is reached, regardless of whether all Services requested are completed. For purposes of this Agreement, a Work Authorization has the same effect as a Scope of Work and may be referred to as a Scope of Work.

    23. Applicability of Definitions.  The definitions contained herein will apply to each Scope of Work.

    24. Order of Precedence.   The provisions of this Agreement will control over any conflicting provisions in a Scope of Work unless the Scope of Work indicates the clear intent of the Parties that such conflicting provision prevails over a term or condition of this Agreement for that particular Scope of Work. A Scope of Work may also contain additional terms. The provisions of this Agreement will control over any standard or boilerplate terms and conditions included on any document provided by Client to The Consultant, including but not limited to purchase orders. Any such terms are unacceptable to and expressly rejected by The Consultant, are hereby waived by Client, and are not part of this Agreement.

    25. Interpretation. The use of the terms “including,” “include”, or “includes” will in all cases herein mean “including without limitation,” “include without limitation”, or “includes without limitation,” respectively.

    26. No Primary Drafter. The Parties acknowledge and agree that they have mutually negotiated the terms and conditions of this Agreement and that any provision contained herein with respect to which an issue of interpretation or construction arises will not be construed to the detriment of the drafter on the basis that such Party or its professional advisor was the drafter, but will be construed according to the intent of the Parties as evidenced by the entire Agreement.

  2. SERVICES. Subject to the terms of payment set forth herein, The Consultant agrees to provide Services and/or deliver Deliverables for Client as described in this Agreement.

    1. Work by The Consultant. The Consultant provides services only and, as such, the Uniform Commercial Code (UCC) has no applicability to any Deliverables created by The Consultant. All Services performed and Deliverables provided under this Agreement will be performed under an individual Scope of Work. Each Scope of Work will provide a description of the Services. Client acknowledges that features and functionality, including, but not limited to, wireframes, designs, descriptions, and itemized functionality, set forth in any documents other than the executed Scope of Work, including Letters of Intent and Estimates, will not be part of this Agreement unless expressly included in a Scope of Work. Client shall verify that the Scope(s) of Work provide a complete and unambiguous description of the requirements and specifications that it requires in the Services and/or Deliverables. All Services will be billed at one of the following methods:

      1. Fixed Price. Services completed for a fixed price are designated as “Fixed Price” projects. The Fixed Price does not include Expenses incurred by The Consultant. Client shall be responsible for all Expenses incurred. Fixed Price projects are limited to the Services described in the applicable Scope of Work; if additional Services are requested and agreed to by the Parties, the Fixed Price will be adjusted.

      2. Time & Materials. Services completed at an hourly rate are designated as “Time & Materials” projects. The effort to complete Time & Materials projects is based on an estimated number of hours, which estimate shall be made in good faith. The Client will be billed for every hour worked. The Client shall be responsible for all Expenses incurred.

    2. Cooperation. The Client shall assist The Consultant in the performance of its obligations under this Agreement and shall undertake the responsibilities specified in the Scope of Work.

    3. Client Representative. Client shall assign and make available to The Consultant a designated representative who will be authorized to make binding decisions for Client regarding the obligations which are the subject of this Agreement and shall perform or have performed other duties and requirements of Client as set forth in this Agreement or in any applicable Scope of Work. The Client understands that The Consultant will rely upon Client Representative as having the authority specified in this Section and that all official communications from The Consultant to Client will be addressed to Client Representative. Client Representative is any individual either designated as a contact in any applicable Scope of Work or a signatory to an Estimate, Letter of Intent, Proposal, Scope of Work, or this Agreement.

    4. Location of Performance. Unless otherwise agreed to in advance by the Parties, The Consultant shall perform all Services in the United States at The Consultant office location selected by The Consultant. For purposes of this Agreement, employees of The Consultant based out of their home office are considered to be working from an office location of The Consultant. If Client, expressly, or impliedly by the nature of work required, requires The Consultant to complete the Services at any location other than an office location of The Consultant, Client shall be responsible for fees for travel time and all travel, lodging, and food expenses incurred by The Consultant in providing Services at the alternate location.

    5. Work Completed Before Execution of the Scope of Work. After Client signs a Letter of Intent or Estimate with The Consultant but before signing a Scope of Work, The Consultant will incur fees, costs, and expenses, which include hand-off and kick-off meetings, assigning resources, and drafting a Scope of Work. The Client will be responsible for all fees, costs and expenses incurred or committed to during this time.

    6. Change Requests. The Client may request changes to any individual Scope of Work by submitting a written Scope Change to The Consultant. The Consultant shall provide a good faith estimate of the cost and Expenses for the Scope Change.  Upon signed acceptance of the Scope Change, Client shall be responsible for any additional time and Expenses for any changes to the Services. The Consultant retains the right in its discretion and without liability to Client, to change the methods, processes, and/or the suppliers by which The Consultant provides Services to Client. Unless otherwise directed in writing by Client, during the consideration by a Client of a Scope Change, The Consultant shall continue to work pursuant to the existing Scope of Work.

    7. Services Not Covered by Scope of Work. In the event The Consultant performs Services for Client not covered by a valid Scope of Work and Client accepts those Services and/or Deliverables, The Consultant will be compensated for those Services and/or Deliverables at the current rate of The Consultant for such Services.


    1. Invoicing of Fees and Expenses. The Client acknowledges and agrees that the timing of payments owed to The Consultant reflects the timing of Services provided. As such, The Consultant reserves sole discretion in determining to extend any credit to Client based on a credit review. Payment terms will be determined accordingly. The Client shall pay all invoiced amounts due to The Consultant within 15 days from the date of The Consultant’s invoice except in accordance with within Section 3.10. Client shall make all payments hereunder in US dollars. If the Parties agree to a down payment in an Estimate, Letter of Intent, Proposal, Scope of Work, Work Authorization, or Booking, then The Consultant may invoice or immediately charge the down payment upon execution of the applicable document or Booking by Client, unless the Parties expressly agree otherwise. Invoices for time and materials projects will provide a general description of the tasks completed as set forth on the internal work order title under which the task was assigned by The Consultant and time-accrued for each task; invoices for Fixed Price projects will not include any information other than the amount owed. If the Client requests information in addition to that included on their invoice, Client shall pay The Consultant the reasonable fees and costs incurred in gathering requested information.

    2. Past-Due Invoices. All past-due invoices are reviewed by The Consultant on a weekly basis and The Consultant reserves the right to take any or all of the following actions in the event an undisputed invoice is not paid within the specified time period:

      1. Notify Client of the delinquent payment by phone and/or email and request payment;

      2. Immediately discontinue, delay, or place on hold its Services without regard or liability for any project deadlines or other provisions of this Agreement or applicable Scope(s) of Work; and/or

      3. Delay or cancel its Services for pending and/or future projects.

    3. Late Payments. Any payment not received within the specified time period set forth hereunder, or on the invoice, except with respect to charges then under a reasonable and good faith dispute, will accrue interest at a rate of one and one-half percent (1-1/2%) per month, or the highest rate allowed by applicable law, whichever is greater. Client shall also pay to The Consultant all costs and Expenses incurred by The Consultant in exercising any of its rights under this Agreement or applicable law with respect to recovering any amount owed to The Consultant hereunder or other breach by Client, including, but not limited to, reasonable attorneys’ fees and costs.

    4. Changes to Payment Terms. Billing terms and service fees may be adjusted from time to time at the sole discretion of The Consultant and upon thirty (30) day written notice to Client. The Consultant also reserves the right to change its billing practices, including, but not limited to, the date on which such billing will occur and the types of charges that will be included in such bills.

    5. Client Acting on Behalf of End-Client. In the event that Client is acting as a designated and authorized agent of an end-client in this Agreement, Client remains responsible for all payment obligations incurred pursuant to this Agreement, regardless of the fiscal status of said end-client.

    6. No Refunds. Payments made by the Client for Services are non-refundable.

    7. Trial Periods. If Services offer a Trial Period, trials must be terminated before 48 hours of the Trial Period expiration date and time in pursuant to this Agreement in Section 15 and Section 17. It is the sole responsibility of the Client to terminate the Trial Period in an effort to not sustain a charge, invoice or payment. The Client holding a Subscription to a Plan with a trial period may use up to one-quarter of the hourly Plan benefits during the Plan trial period. Plan benefits, other than one-quarter of hourly benefits, such as ones having The Consultant Expenses, cannot be used in any trial period. Any Plan benefit used by the Client or by The Consultant on behalf of the Client during the trial period will consume and reduce Plan benefits as applicable for the current Subscription period. If the Client uses Plan benefits during a Subscription trial period and the Client cancels the Subscription in accordance with this Agreement, then the Client will not be invoiced or charged for using those benefits.

    8. Chargebacks. The Client is responsible for all lost revenue associated with credit card chargebacks, including the original charge, taxes, and any legal or professional expenses incurred from The Consultant attempting to remedy The Consultant financial loss in accordance with the law and pursuant to this Agreement in Section 3.6.

    9. Credit Card Surcharge. The Client must pay a 3.5% surcharge when making payments using a credit card for Services with a Scope of Work estimated greater than $500.00 USD and the Services are not defined from a Plan through a Subscription.

    10. Booking and Subscription Payments. The terms and conditions for Plan Subscription payments are included in the e-commerce checkout process for all Bookings and Plan Subscriptions. Subscription payments for Plans are due immediately upon the reoccurring timeframe indicated during the e-commerce checkout process, or after any temporary trial period ends as indicated in the Subscription e-commerce checkout process of the Plan, whichever occurs first. Subscriptions are not invoiced and must be paid for in the cost of the associated Plan entirety before any Plan benefits are provided, except when a trial period is available for the Plan. When a trial period is available for a Plan, the payment is deferred until the end of the trial period, unless notice to cancel is given in accordance with Section 15. Once the trial period expires, the Subscription will auto charge the full value of the Plan for its upcoming period and will auto-renew until canceled in accordance with Section 15. The Consultant does not provide any notice to the Client of Subscription charges before they occur. It is the responsibility of the Client to ensure that all Plan benefits are used and consumed by Booking Sessions online through The Consultant's website within the Subscription's current billing term before the Plan's Subscription renews for the next billing cycle. Plan benefits reset at the end of the Plan's Subscription billing term, providing the Plan benefits without any carryover or credit of unused portions of the previous Subscription billing cycle Plan benefits. The Consultant may make attempts to provide help and assist the Client with scheduling Bookings to make sure the Client receives all Plan benefits at The Consultant's own discretion.


    1. Records.  The Consultant will maintain records of invoices and third party expense receipts for all fees and Expenses for which The Consultant seeks reimbursement by Client. These records exclude any documentation that contains Confidential Information, including but not limited to individual salaries, timesheets, and non-billable expenses. These records will be reduced to electronic files and be maintained for two (2) years from the end of the year in which they were incurred.

    2. Audit. The Client may request access to the records described in Section 4.1, “Records”, for purposes of audit, either through its own employees or through its duly authorized representative, selected and paid by Client, upon ten (10) business days prior written notice to The Consultant. The notice of audit must state the scope of the audit and identify the information needed, and propose sampling methodologies. All auditors will be required to sign confidentiality agreements provided by The Consultant prior to the release of any information by The Consultant. The Consultant will be entitled to receive copies of the draft and final audit reports and will have the right to review and comment on audit findings prior to or simultaneous with the release to Client. The Consultant’s comments will be noted in the final report. Audits requested by Client will be limited to one every two (2) years and conducted at reasonable times during normal business hours. The Client will bear any expenses incurred by the Client or its auditor. The Client will also reimburse The Consultant for any reasonable expenses directly attributable to audits conducted under this Section 4.2 for any audit that exceeds two (2) business days. Any data and results gathered from the audit may not be stored in a data warehouse for purposes of aggregation or analysis.


    1. Client Ownership of Deliverables. Except for any Third Party Software, Know-How, and Development Tools as discussed in this Section, it is the intent of the Parties that the Services and/or Deliverables created pursuant to this Agreement will be deemed a work made for hire (as defined by the Copyright Act of 1976). The Client will acquire ownership of the Services and/or Deliverables that are the subject of the applicable Scope of Work, only after the payment in full of all amounts due by Client to The Consultant.

    2. Client License to Know-How; Perpetual License. The Client recognizes that the business of The Consultant depends substantially upon the accumulation of learning, knowledge, data, techniques, tools, processes, and generic materials that it utilizes and develops in its engagements. Accordingly, to the extent material that is used in, enhanced, or developed in the course of creating Deliverables and/or providing Services hereunder, is of a general abstract character, or may be generically re-used, and does not contain Confidential Information of Client, then The Consultant will own such Know-How and retain all rights to use such Know-How for its business purposes or in providing services to its other clients. To the extent such Know-How is contained or reflected in the Deliverables, The Consultant hereby grants Client a perpetual, nonexclusive, transferable, irrevocable, royalty-free, fully paid-up right and license to use, copy, modify, and prepare derivative works of the Know-How.

    3. Third-Party Software. Client acknowledges and agrees that certain software developed by The Consultant may contain Third Party Software and, notwithstanding anything to the contrary in this Agreement, the use and disclosure of Third-Party Software is at all times subject to the terms and conditions set forth in their respective licenses. The Consultant makes no representations or warranties of any kind with respect to the Third-Party Software. For any Third Party Software, Client shall: (a) procure all Third-Party Software licenses described in a Scope of Work as required for the Services and/or Deliverables in that Scope of Work; and (b) comply with all Third-Party Software license terms and acceptable use policies.

    4. Development Tools. The Consultant is and will remain the owner and/or licensee of all right, title and interest in and to any Development Tools that may be used to develop any software for Client hereunder or any applicable Scope of Work. The Client acknowledges and agrees that this Agreement and the Scope of Work does not transfer or grant the Client any rights, title, or interest in and to the Development Tools.

    5. Perfecting Client Ownership of Deliverables. If any Deliverables or Services are not considered a work-made-for-hire under applicable law or to the extent that exclusive title or ownership rights may not originally vest in Client as contemplated hereunder (i.e., may not be deemed works made for hire), The Consultant, at the standard rate, will provide reasonable and timely assistance and execute all documents necessary to enable Client to perfect, preserve, register, or record its rights.

  6. SCHEDULE. Client hereby acknowledges and agrees that the development of Services and/or Deliverables under this Agreement is an endeavor for which anticipated time, effort, and Expenses, can only be estimated. The Client further acknowledges that any statements by The Consultant of anticipated start and completion dates, effort, and Expenses are estimates only and The Consultant cannot and does not make any guarantee as to start and completion dates, effort, and Expenses. Client further acknowledges and agrees that the provisions of this Section, cannot be waived or modified by any employee, agent, or independent contractor of The Consultant, and any such statements, if made, are not binding upon The Consultant.


    1. The Consultant and Client each represent and warrant that:

      1. it has the full power and authority to enter into and perform its respective obligations pursuant to this Agreement in full accordance with the terms hereof;

      2. this Agreement has been duly authorized, executed and delivered by it and constitutes the valid, legal and binding agreement of it and is enforceable against such party in accordance with its terms; and

      3. entering into and performing its respective obligations pursuant to this Agreement will not result in any breach of, or constitute a default under, any other agreement to which it is a party.

    2. The Consultant represents and warrants that:

      1. in providing the Services and Deliverables hereunder, it shall comply with all laws, ordinances, rules and regulations, whether federal, state or local, and agrees to procure and maintain, at its own expense unless otherwise agreed, all necessary permits and licenses;

      2. the Services and Deliverables will be provided in accordance with this Agreement; and

      3. the Deliverables will be reasonably free of material defects in design, material, and workmanship, as measured by the actual test plan that the parties implement for the requirements and specifications in the Scope of Work.

    3. Client represents and warrants that:

      1. if it conceives, provides, develops, requests The Consultant to use and/or develop, reduces to practice, writes, designs, implements or delivers any intellectual property in connection with or related to the Services at any time, then any such action, participation or use of intellectual property or information will not, nor cause any of the Deliverables, or other material, data, information, or Services to: (i) infringe upon any intellectual property rights of any person, business, or entity; (ii) violate any law, statute, ordinance, or regulation, governmental or otherwise; (iii) result in product liability, tort, breach of contract, personal injury, death or property damage; (iv) constitute misappropriation of any intellectual property rights, trade secret or proprietary know-how; or (v) constitute a disclosure of any confidential information owned by a third party; and

      2. it has full and legal right to disclose, transfer, assign, convey, and/or authorization to use such intellectual property rights or information referenced in this Section 7.3.

    4. Unless the Parties expressly agree otherwise in an individual Scope of Work, any Scope of Work that expressly notes that Services and/or Deliverables are provided under a Fixed Price project will receive a 30-day warranty. Under that warranty, The Consultant agrees to correct any Defects caused by source code developed by The Consultant, at no charge, for a period of thirty (30) days following the delivery of the Services and/or Deliverables by The Consultant. The Defect must be demonstrable in The Consultant-provided version of the Deliverables, running unaltered, and on the original hardware, software, and operating system configurations, as specified in the applicable Scope of Work. The warranty services consist of: (a) verifying the Defect is covered; (b) determining a solution that will bring the Defect within compliance with the applicable requirement set forth in the applicable Scope of Work; and (c) implementing that solution. The Consultant retains sole discretion in determining the solution implemented pursuant to this warranty. If further assistance is required that is not covered by the warranty, Client may obtain such assistance from The Consultant on a Time and Materials basis. This warranty will be null and void if:

      1. Any source code for the Deliverable is modified by the Client or any third party;

      2. Client or any third-party improperly uses or installs, or fails to conduct regular maintenance or backups of, the Deliverable(s); or

      3. Damage is caused either by computer viruses or by attempts to remove an alleged computer virus.

    5. The Client acknowledges and agrees that the determination of the cause of an alleged defect may require additional time to troubleshoot the source of the defect. The time spent to troubleshoot or address items, which are determined by The Consultant to not have been caused by source code developed by The Consultant, will be billed on a time and materials basis.



    1. Indemnification by The Consultant. The Consultant agrees to defend and indemnify Client and its Affiliates, from and against any and all damages, costs, and expenses (including reasonable attorneys’ fees, expenses, and costs) solely arising out of or relating to:

      1. Any suit filed by any third party, arising from or relating in any way to a breach by The Consultant, its officers, its employees, or its agents, of any warranty or representation contained in this Agreement; or

      2. Any suit filed by a third party, alleging that the Services used in the creation of the Deliverable hereunder, directly or indirectly, infringes any intellectual property rights of that third party.

        1. The indemnification obligations in this Section will not apply to any suit for which the Service and/or Deliverable: (A) is a component of or utilized in a process, work product, or third-party deliverable; (B) is created pursuant to designs, ideas, instructions, materials, requirements, or specifications of Client; (C) was modified by any party other than The Consultant; or (D) cannot reasonably be considered to infringe, directly, contributorily, or by active inducement.

        2. In connection with its obligations in this Section, The Consultant, in its sole discretion, may, at any time, if a Service and/or Deliverable is held to infringe and the use or sale of the Service and/or Deliverable is enjoined: (A) procure for Client and its customer(s) the right to continue all acts in relation to the Service and/or Deliverable; or (B) replace the Service and/or Deliverable with a non-infringing alternative with performance and pricing that is at least equal to the performance and pricing of the Service and/or Deliverable.

        3. The total liability of The Consultant to Client under this Section will be limited to the amounts paid by Client under the applicable Scope(s) of Work under which the allegedly infringing Service and/or Deliverable was developed.

        4. This Section states the entire liability of The Consultant and the sole and exclusive remedy for Client with respect to any third party claim of infringement or misappropriation of intellectual property rights.

    2. Indemnification by Client. Client agrees to defend and indemnify The Consultant, its Affiliates, agents, officers, directors, employees, successors, and assigns from and against any and all damages, costs, and expenses (including reasonable attorneys’ fees, expenses, and costs) solely arising out of or relating to:

      1. Any suit filed by any third party, arising from or relating in any way to a breach by Client, its officers, its employees, or its agents, of any warranty or representation contained in this Agreement; or

      2. Any suit filed by any third party, arising from or relating in any way to The Consultant having followed or implemented designs, instructions, requirements, or specifications in the Service and/or Deliverable provided by Client, and The Consultant thereby infringed, breached, or violated an intellectual property right, right of privacy, or any common law rights.

    3. Indemnification Requirements. With respect to any indemnification obligations in this Section, the indemnitee shall:

      1. notify the indemnifying party in writing promptly after the indemnitee becomes aware of the claim for which the indemnification obligation applies;

      2. subject to the terms set forth in Section 9.4, “Assumption of Defense”, allow the indemnifying party control of the investigation, defense, and settlement of the claim; and

      3. cooperate with the indemnifying party in the defense of the claim (at the reasonable expense of indemnifying party).

    4. For all actions under this Section, the indemnifying party shall defend the indemnitee with counsel that is reasonably acceptable to the indemnitee. The indemnitee will be entitled to reimbursement from the indemnifying party following the settlement, completion, or conclusion of any action under this Section.

    5. Assumption of Defense. If the indemnifying party assumes the defense of a claim under this Section, it shall keep indemnitee reasonably informed of the progress of the defense, compromise, or settlement and permit indemnitee to participate in the suit in an advisory capacity. If indemnifying party fails to assume the defense of any claim within fifteen (15) calendar days after receipt of notice of the claim, indemnitee will (upon notice to indemnifying party) have the right to undertake, at expense of indemnifying party, the defense, compromise, or settlement of the claim, subject to the limitations set forth in Section 9.1, “Indemnification by The Consultant”. If indemnitee wishes to assume the defense and control of the claim and indemnifying party is not a party to the claim, indemnitee may, upon notice to indemnifying party, elect to control the defense of the suit and defend the suit with counsel of its choice and consult with counsel of indemnifying party as to all significant decisions. If indemnitee assumes defense and control, indemnitee and indemnifying party shall share the costs of counsel of indemnitee and any damages assessed in the suit or payments required to be made in any settlement thereof on a [50-50] basis, subject to the cap of Section 9.1(2)(3) as to the liability of The Consultant.


  11. EXCLUSIVE REMEDIES. Any and all claims arising out of or relating to this Agreement will expire unless filed within one (1) year after the first date of performance or breach, which in whole or in part gives rise to the claim. These remedies will be determined in accordance with Arizona law, and are exclusive and in lieu of all other remedies available at law or in equity for any act performed in connection with this Agreement or for any breach of this Agreement whether brought under a theory of tort liability, contract liability, or any other theory.


    1. If the Parties have entered into a non-disclosure agreement prior to the Effective Date of this Agreement, then the Parties agree that such non-disclosure agreement shall be attached to and incorporated into this Agreement as Exhibit B, and the subsequent Section 12.2 is not a part of this Agreement.  To the extent that there is a conflict between that non-disclosure agreement and the other terms of this Agreement, this Agreement shall take precedence. If the Parties have not entered into a non-disclosure agreement as of the Effective Date, then the terms of this Section 12 shall govern each Party’s confidentiality and non-disclosure obligations.

    2. If the Parties have not entered a Separate NDA, then the following terms will apply:

      1. Nondisclosure Obligation. Receiving Party agrees: (a) to hold Confidential Information in confidence and not disclose it to any third party; (b) to use its best efforts to protect Confidential Information in accordance with the same degree of care with which it protects its own Confidential Information; (c) not to disclose any Confidential Information to any person, firm or business, except to the extent necessary for internal evaluations in connection with matters authorized under this Agreement, and for any other purpose Disclosing Party may hereafter authorize in writing. Receiving Party shall immediately give notice to Disclosing Party of any unauthorized use or disclosure of Confidential Information. Receiving Party agrees to assist Disclosing Party in remedying any such unauthorized use or disclosure of the Confidential Information of Disclosing Party.

      2. Exclusions from Nondisclosure Obligation. The obligations under Section 12.2(a), “Nondisclosure Obligation”, of each of the Parties with respect to any portion of the Confidential Information of the other party shall not apply to such portion that: (a) was in the public domain at or subsequent to the time such portion was communicated to Receiving Party, through no fault of Receiving Party; (b) was rightfully in the possession of Receiving Party, free of any obligation of confidence at or subsequent to the time such portion was communicated to Receiving Party by Disclosing Party; (c) was developed by employees or agents of Receiving Party independently of and without reference to any information communicated to Receiving Party by Disclosing Party; (d) was communicated by Disclosing Party to an unaffiliated third party free of any obligation of confidence; or (e) is approved (via written authorization) by Disclosing Party for release by Receiving Party.  A disclosure of the Confidential Information of Disclosing Party either: (x) in response to a valid order by a court or other governmental body, (y) as is otherwise required by law, or (z) as necessary to establish the rights of either party under this Agreement, shall not be considered to be a breach of this Agreement by Receiving Party or a waiver of confidentiality for other purposes. If Receiving Party is required by law to disclose Confidential Information (pursuant to a subpoena, discovery, warrant, or similar legal process), Receiving Party shall, to the extent allowed by law, promptly notify Disclosing Party upon receipt of such demand and reasonably cooperate with Disclosing Party (at the expense of Disclosing Party) in any attempt to quash such legal process or to seek a protective order or other appropriate relief requested by Disclosing Party.

      3. Ownership and Return of Confidential Information and Other Materials. All Confidential Information of each of the Parties shall remain the property of Disclosing Party, and no license or other rights to such Confidential Information is granted or implied hereby. All materials (including, without limitation, documents, drawings, models, apparatus, sketches, designs, lists and all other tangible media of expression) furnished by Disclosing Party to the Receiving Party, and which are designated in writing to be the property of Disclosing Party, shall remain the property of Disclosing Party.  Upon written request of Disclosing Party, Receiving Party shall destroy or return to Disclosing Party all Confidential Information, except that one (1) copy may be retained in its files to be used solely in connection with any dispute that may arise with respect to the Confidential Information.

  13. NON-SOLICITATION. During the term of any Scope of Work and for a period of one (1) year thereafter, neither Party shall, without the prior written consent of the other Party: (a) directly solicit, induce, recruit, encourage, request, or attempt to influence any employee of the other Party to terminate their employment; or (b) employ, hire, or take away any employee of the other Party, either for itself or for any other person or entity.  The foregoing limitation is only applicable to personnel of each Party that are materially involved in the project governed by the applicable Scope of Work.  Notwithstanding the foregoing, nothing shall prevent either Party from employing an employee of the other Party who: (x) responds to a general employment advertisement when such solicitation is not specifically directed at that individual; (y) is directed to the other Party by employment search firms where such employment search firms are not directed by the hiring Party to initiate discussions with respect to the prospective employment of that individual; or (z) contacts the other Party on his or her own initiative without any direct or indirect solicitation by the hiring Party.

  14. NO EXPORT. The Parties agree not to export, directly or indirectly, any technical data acquired from the Disclosing Party hereunder or any product utilizing any such data to any country for which the government of the United States of America or any agency thereof at the time of export requires an export license or other government approval without first obtaining such license or approval.


    1. Termination for Cause.

      1. For Material Breach. Either Party may terminate this Agreement in the event of a material breach by the other Party of its obligations under this Agreement or any applicable Scope of Work, if the Party in breach fails to cure the condition of breach within ten (10) days after receipt of written notice of breach.

      2. For Insolvency. This Agreement will terminate, without notice: (i) upon the institution by or against either Party of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of the debt of either Party; (ii) upon either Party making an assignment for the benefit of creditors; or (iii) upon the dissolution of or ceasing to do business by either Party.

      3. For Anticipatory Infringement. The Consultant reserves the right to terminate this Agreement or any Scope of Work with immediate effect at any time if The Consultant reasonably believes that the Services and/or Deliverables that are the subject of any applicable Scope of Work could potentially infringe on the intellectual property rights of a third-party, and Client has not provided reasonable assurances to the contrary.

    2. Termination for Convenience. Either Party may terminate this Agreement at any time for its convenience in whole or in part, with or without cause, by giving thirty (30) days written notice to the other Party, unless the Subscription cancelation policy published on the Plan or Booking has a shorter termination notice period, and then its termination notice period is used in this agreement instead.

    3. Effect of Termination. Upon any termination of this Agreement or Scope of Work, The Consultant will stop work on the Services and/or Deliverables and Client will be liable for: (a) effort incurred prior to the effective date of such termination; (b) Expenses that have been incurred and that are not cancellable; (c) the time and materials necessary to transfer any Services and/or Deliverables; and (d) any additional charges as mutually agreed in writing to be essential for terminating said Services and/or Deliverables. If Client terminates a Scope of Work pursuant to Section 15.2, The Consultant reserves sole discretion to apply a cancellation fee, as set forth in the applicable Scope of Work, to account for resources that were reserved for the terminated Scope of Work.

    4. Survival of Terms. In the event of termination of this Agreement or any Scope of Work, for any reason or upon the expiration of the term of this Agreement, the provisions and obligations of Sections 3 through 5, and 7 through 14, and obligation of Client for payment of Services rendered prior to, or on the date of termination, will survive any such termination and will be enforceable after termination.

  16. FORCE MAJEURE. No party will be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Events”): (a) acts of God; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns or other industrial disturbances; and (i) shortage of adequate power or transportation facilities. A change in economic circumstances will not be considered a Force Majeure Event. The Impacted Party shall give prompt notice to the other party, as determined by the scope of the Force Majeure Event, stating the period of time the occurrence is expected to continue. The Impacted Party will use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of 30 days following written notice given by it under this Section, either party may thereafter terminate this Agreement upon five (5) days’ written notice.

  17. NOTICES. All notices and other communications required by this Agreement must be in writing and sent to The Consultant at the address set forth below (and to Client at the address listed on the applicable Statement of Work) via hand delivery or overnight courier service.  Notices are effective only: (a) upon receipt; and (b) if the Party giving the Notice has complied with the requirements of this Section.

    Wilson's Ventures, LLC
    Attn: Jeremy Wilson
    14175 W Indian School Rd.
    Ste B4-130
    Goodyear, Arizona 85395

    AND (CC)


  18. AFFILIATES. The Parties acknowledge and agree that Scopes of Work made under this Agreement may be entered into by an Affiliate of either Party. In the event that an Affiliate of a Party enters into a Scope of Work, such Affiliate shall be subject to all of the respective obligations of the applicable party under this Agreement, and each Party agrees to be held fully responsible for the performance of this Agreement by its Affiliate.

  19. GOVERNING LAW. This Agreement will only be governed by and construed in accordance with the laws of Arizona, except for its conflicts of law rules and principles. The Parties agree that, in the event of any suit or proceeding arising out of or related to this Agreement, the courts of Arizona will have exclusive jurisdiction and the Parties shall submit to the jurisdiction of such courts.

  20. NO WAIVER. No failure of either Party to exercise, and no delay in exercising, any right, power, or privilege under this Agreement is a waiver of that right, power, or privilege. Any single or partial exercise of any right under this Agreement does not preclude any other or further exercise of that right or the exercise of any other right. Any waiver of any provision of this Agreement is effective only in the specific instance and for the specific purpose for which the waiver is given.

  21. RELATIONSHIP OF THE PARTIES. The Consultant is an independent contractor. Nothing in this Agreement will be construed as creating any joint venture, partnership, employment or agency relationship between the Parties.

  22. PUBLICITY. Client expressly consents to The Consultant reproducing and publicizing its trading name, trademarks, logos and any Services or Deliverables created pursuant to this Agreement, on the corporate website of The Consultant and in company presentations. The Consultant expressly gives the Client its consent to use the name, trademarks, and logos of The Consultant, similarly. Neither Party consents to the reproduction or publication of information that would otherwise be considered Confidential Information. Each Party retains the right to revoke this consent by providing said request to the other Party in writing.

  23. APPROVAL. Wherever this Agreement requires either Party’s approval, consent or satisfaction, such approval, consent or satisfaction may not be unreasonably or arbitrarily withheld or delayed.

  24. HEADINGS. Headings contained in this Agreement are for convenience of reference only and do not form part of this Agreement.

  25. NO THIRD PARTY BENEFICIARY. This Agreement is solely for the benefit of the Parties hereto and does not confer any rights to any other person or business entity as a third party beneficiary or otherwise.

  26. SEVERABILITY. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction is ineffective to the extent of such prohibition or unenforceability in that jurisdiction alone.  The validity, enforceability, or legality of the remaining provisions will not be affected.

  27. ENTIRE AGREEMENT. This Agreement constitutes and expresses the entire agreement and understanding between the Parties superseding any prior communications, understanding, commitments, or agreements, oral or written, with respect to the subject matter hereof. The Parties are not relying on any representations or warranties other than those expressly provided herein. Any changes or modifications to this Agreement must be in writing and signed by an authorized representative of both Parties before taking effect. Any handwritten changes on the face of this document will be ignored and have no legal effect unless initialed by both parties. Notwithstanding the foregoing, each Scope of Work executed pursuant to this Agreement, together with the terms of this Agreement as incorporated therein, will be considered a separate agreement, and no Scope of Work will be deemed to amend or replace any other Scope of Work unless expressly provided therein.