This Master Services Agreement (“Agreement”) is entered into by and between ArcFires, LLC, a Utah limited liability company (“ArcFires,” “we,” “us,” or “our”), and the client engaging ArcFires services (“Client,” “you,” or “your”).
This Agreement governs the overall relationship between ArcFires and Client and applies to all services provided unless superseded by a written Statement of Work, Order Form, or other mutually executed agreement.
By accessing or using ArcFires services, Client agrees to be bound by this Agreement.
Definitions
Confidential Information. “Confidential Information” includes non-public business, technical, financial, or operational information disclosed by either party. Confidentiality obligations do not apply to information that is publicly available, independently developed, or lawfully obtained from third parties.
Services. “Services” means the work ArcFires agrees to provide under this Agreement and any applicable Project Proposal Contract, Statement of Work, Order Form, retainer, care plan, or Client Portal purchase.
Deliverables. “Deliverables” means the specific outputs expressly identified in writing in an applicable SOW, Order Form, Project Proposal Contract, or retainer/care plan description. Deliverables do not include internal working files, drafts, source files, or documentation unless expressly stated.
Execution Cycle. “Execution Cycle” means the recurring service period (e.g., monthly or quarterly) used to plan, prioritize, and deliver retainer or managed services, as stated in the applicable Order Form or plan description.
Business Day. “Business Day” means Monday through Friday, excluding U.S. federal holidays.
Notice. “Notice” means written notice delivered via an Approved Channel to the primary email address or contact method on file for Client.
Cure Period. “Cure Period” means the time provided to address a breach or issue after Notice, as specified in this Agreement, an Order Form, or an invoice; if not specified, a reasonable cure period shall be determined by ArcFires based on risk and circumstances.
Managed Hosting. “Managed Hosting” means ArcFires provides the hosting environment plus specified management activities expressly listed in the applicable plan or Order Form.
Unmanaged Hosting. “Unmanaged Hosting” means ArcFires provides access to the hosting environment, and Client is responsible for configuration, changes, and maintenance not expressly included.
Client Responsibilities. Client is responsible for the accuracy and completeness of all information, content, approvals, and instructions provided to ArcFires. Client acknowledges that delays, errors, or failures caused by inaccurate, incomplete, or late-provided inputs are not the responsibility of ArcFires.
1. Relationship Overview
1.1 Overview
ArcFires operates as an independent strategic partner providing website development, hosting, automation, consulting, marketing, and managed digital services.
Nothing in this Agreement creates an employment relationship, joint venture, fiduciary duty, or partnership between the parties. ArcFires does not act as a fiduciary, agent, or trustee for Client. ArcFires retains sole discretion over how services are performed, subject to agreed goals and scopes.
ArcFires does not provide legal, financial, tax, or compliance advice. Any guidance provided in those domains is informational only.
1.2 Independent Contractor
ArcFires is an independent contractor and is solely responsible for its personnel, taxes, insurance, and compliance with employment laws.
2. Engagement Model & Authority
2.1 Roadmap-Based Execution
Client engagements are conducted through a prioritized roadmap jointly defined by the parties. While priorities are collaboratively determined, ArcFires largely steers execution order once goals are agreed.
ArcFires is authorized to execute tasks reasonably appropriate to advance agreed goals without requiring individual task-by-task approval, unless otherwise specified in a Statement of Work.
2.2 Authority to Request Work
Client authorizes ArcFires to act on requests made by Client’s designated representatives. Client is responsible for managing internal authority and access. ArcFires is not obligated to verify authorization for every request.
2.3 Right to Refuse Work
ArcFires reserves the right to refuse, delay, or require separate scoping for any work that, in ArcFires’ reasonable judgment:
- introduces security, legal, or operational risk
- violates best practices or ethical standards
- conflicts with ArcFires’ technical standards or infrastructure
- materially exceeds the scope of the engagement
2.4 Client Cooperation & Delays
Client agrees to provide timely feedback, approvals, content, access, and decisions reasonably required to perform the Services. ArcFires shall not be responsible for delays, cost increases, or inability to complete Services resulting from Client’s failure to cooperate.
If Client fails to respond or provide required materials for a period of fourteen (14) days, ArcFires may pause work without penalty. All delivery timelines shall be automatically extended by the duration of the delay.
2.5 Dormant Projects & Administrative Closure
If Client remains unresponsive for thirty (30) days after written notice, the project may be deemed dormant at ArcFires’ discretion.
Dormant projects may be administratively closed. Fees paid for work performed or capacity reserved shall be deemed earned. Any remaining work may require a new Statement of Work or reactivation fee.
ArcFires shall have no obligation to resume work under the original scope after administrative closure.
2.6 Deemed Acceptance
Deliverables shall be deemed accepted if Client does not provide written notice of material issues within ten (10) days of delivery or request for review.
Minor issues, preferences, or requests for enhancement do not prevent deemed acceptance.
2.7 Client Conduct
ArcFires may immediately suspend or terminate Services if Client engages in abusive, threatening, harassing, or bad-faith conduct toward ArcFires personnel or contractors.
In such cases, all fees incurred or committed shall remain payable, and ArcFires shall not be liable for unfinished work.
2.8 Public Statements
Client agrees not to make knowingly false or misleading public statements regarding ArcFires or its Services. This provision does not restrict truthful statements or opinions made in good faith.
2.9 Survival of Payment Obligations
Termination or suspension does not relieve Client of payment obligations for Services performed, capacity reserved, or commitments made prior to termination.
2.10 Assignment and Subcontracting
ArcFires may subcontract or delegate portions of the Services while remaining responsible for overall delivery. Client may not assign this Agreement without ArcFires’ written consent, except in connection with a merger or sale of substantially all assets.
ArcFires remains responsible for overall delivery but is not liable for independent acts or omissions of third-party service providers outside ArcFires’ reasonable control.
2.11 Out-of-Scope Work
Services are limited to the scope defined in the applicable roadmap, Statement of Work, Order Form, or retainer description. Requests that materially expand scope, introduce new objectives, or require additional effort beyond the agreed framework may require separate scoping, reprioritization, or additional fees at ArcFires’ discretion.
2.12 Reprioritization
Adjustments to execution order, sequencing, or prioritization made in good faith to advance agreed goals do not constitute a failure to perform or breach of this Agreement.
2.13 Approved Channels
Approved communication channels may include email, client portals, project management tools, and other systems designated by ArcFires. ArcFires is not responsible for requests, approvals, or notices sent through unapproved channels.
2.14 No Business Outcome Guarantees
ArcFires does not guarantee revenue, conversion rates, traffic, rankings, profitability, compliance status, or other business outcomes.
2.15 No Ongoing Monitoring Obligation
Unless expressly stated in writing, ArcFires has no obligation to monitor Client systems, content, security posture, compliance status, or third-party activity, or to proactively identify risks, vulnerabilities, or issues.
2.16 Client Instructions
When ArcFires acts at Client’s direction or instruction, Client assumes responsibility for the resulting outcomes, risks, and consequences. ArcFires shall not be liable for adverse effects arising from Client-directed decisions.
2.17 No Exclusivity
Nothing in this Agreement restricts ArcFires from providing similar services to other clients, including competitors of Client.
2.18 Standard of Performance
ArcFires will perform Services using commercially reasonable efforts consistent with generally accepted industry practices. Client acknowledges that Services involve judgment, iteration, and external dependencies, and that no particular result or level of success is guaranteed.
2.19 Completion of Services
Services shall be deemed complete when ArcFires has substantially performed the agreed scope or deliverables, regardless of subjective satisfaction or business outcome.
Services are not subject to Client’s subjective satisfaction, preferences, or internal standards unless expressly defined as acceptance criteria in writing.
2.20 Decision Authority
Client retains ultimate authority over business decisions, priorities, budgets, and risk tolerance. ArcFires provides recommendations and execution, but does not make business decisions on Client’s behalf.
2.21 No Obligation to Pursue Unresponsive Clients
ArcFires is not obligated to repeatedly solicit responses, approvals, or decisions from Client beyond reasonable notice. Continued silence constitutes acceptance of delays and associated consequences under this Agreement.
Where Client fails to provide direction after reasonable notice, ArcFires may proceed using its professional judgment or pause work, at its discretion. Client assumes responsibility for outcomes resulting from delayed or absent direction.
“Reasonable notice” means notice provided through an Approved Channel with sufficient time for a commercially reasonable response under the circumstances.
2.22 Access Requirements
Client is responsible for providing and maintaining timely access to systems, accounts, credentials, and permissions reasonably required to perform the Services. ArcFires shall not be responsible for delays or failures caused by insufficient or revoked access.
2.23 Methodology Discretion
ArcFires retains discretion over tools, workflows, methodologies, and technical approaches used to deliver the Services, unless expressly agreed otherwise in writing.
2.24 No Reliance on Informal Communications
Client acknowledges that informal discussions, emails, or verbal statements do not modify this Agreement or create binding obligations unless confirmed in writing through a Statement of Work or Order Form.
2.25 No Historical Preservation Obligation
ArcFires does not guarantee the ability to restore prior versions, configurations, or states of systems unless expressly agreed in writing.
2.26 No Duty to Escalate or Override
Client acknowledges that ArcFires has no obligation to override Client decisions, escalate risks beyond reasonable notice, or prevent Client from pursuing strategies or instructions that Client chooses to accept.
ArcFires may provide recommendations or express concerns, but Client remains solely responsible for deciding whether to proceed.
2.27 No Implied Inclusions
Only Services and Deliverables expressly identified in writing are included. Any work, support, feature, or activity not expressly included is excluded, even if related, adjacent, or previously discussed.
Work is not included merely because it is customary, expected, convenient, implied by industry practice, or logically related to an included Service or Deliverable.
2.28 Good-Faith Engagement
Client agrees to engage with ArcFires in good faith and in a professional manner. Persistent adversarial conduct, unreasonable demands, or refusal to engage constructively may be treated as bad-faith conduct and grounds for suspension or termination under this Agreement.
2.29 Authority and Unauthorized Requests
Client represents and warrants that all individuals submitting requests, approvals, or instructions to ArcFires are duly authorized by Client.
Client remains fully responsible for all Services performed in reliance on requests made by Client personnel, contractors, volunteers, or representatives, regardless of whether such individuals exceeded their internal authority.
ArcFires has no obligation to investigate or verify internal authorization structures.
2.30 No Implied Recall or Record-Keeping Guarantee
ArcFires does not guarantee the ability to reconstruct historical decision rationales, informal discussions, or undocumented requests beyond records maintained in Approved Channels.
2.31 Underage & Misrepresentation
Client represents that it has legal capacity to enter into this Agreement and that all information provided is accurate. Any individual purporting to act on behalf of an entity without authority may be personally liable.
2.32 Assumption of Incomplete Information
Client acknowledges that all scopes, estimates, roadmaps, and execution plans are based on information reasonably available to ArcFires at the time of agreement.
Not all assumptions, constraints, dependencies, or risks can be identified in advance. Discovery of unknown technical limitations, third-party restrictions, legacy issues, or Client-specific complexities may require reprioritization, scope adjustment, additional fees, or revised timelines.
2.33 Iterative Nature of Services
Client acknowledges that Services involve iterative processes, experimentation, refinement, and judgment-based decision-making.
Completion estimates are not guarantees of linear progress, and additional cycles of revision, testing, or adjustment may be required to reach acceptable outcomes.
2.34 Reliance on Professional Judgment
Client acknowledges that ArcFires’ recommendations and execution reflect professional judgment based on experience, available information, and stated objectives, and do not constitute guarantees, warranties, or promises of specific outcomes.
2.35 Client Recordkeeping Responsibility
Client is responsible for maintaining its own records of requests, approvals, decisions, and internal communications. ArcFires’ records are maintained for operational purposes and are not guaranteed to constitute a complete historical record.
2.36 Directional Changes
Material changes in direction, priorities, inspiration, requirements, or success criteria after execution has begun may constitute scope changes, even if the underlying objectives appear similar.
2.37 Estimates Are Non-Binding
Any estimates, projections, timelines, or forecasts provided by ArcFires are good-faith approximations, not guarantees or commitments.
Estimates may change based on new information, Client responsiveness, scope adjustments, third-party dependencies, or discovered constraints, and do not constitute promises of delivery dates, effort levels, or outcomes.
2.38 Internal Client Disputes
ArcFires is not responsible for resolving or navigating Client’s internal disagreements, approval conflicts, or decision-making processes.
Instructions received from authorized representatives will be relied upon, and subsequent internal disagreement does not invalidate Services performed.
2.39 Existing Environment Condition
Unless expressly stated otherwise, ArcFires assumes that Client’s existing systems, websites, data, integrations, and infrastructure may contain defects, limitations, technical debt, or undocumented behavior.
ArcFires is not responsible for issues arising from pre-existing conditions discovered during or after performance of the Services.
2.40 Excessive or Repetitive Change Requests
Repeated revisions, refinements, or incremental change requests may cumulatively constitute a scope change, even if each individual request appears minor.
ArcFires may require reprioritization, additional fees, or a revised scope where cumulative changes materially increase effort.
3. Ordering Services & Precedence
3.1 Ordering
Services may be ordered through one or more of the following:
- Statements of Work (“SOWs”)
- Order Forms
- Retainers or Care Plans
- Client Portal purchases
3.2 Precedence
Order of precedence in the event of conflict:
- Project Proposal Contract, SOW, or Order Form
- This Agreement
3.3 No Guaranteed Availability
Unless expressly stated in a written Order Form, ArcFires does not guarantee availability outside normal business hours, immediate response, or on-call status. Retainers provide priority access and execution capacity, not continuous availability.
4. Fees, Billing & Payments
4.1 Pricing Structure
Pricing, service definitions, and plan features are maintained outside this Agreement and may be updated prospectively with notice.
No pricing changes apply retroactively to active SOWs.
4.2 Invoicing & Payment Terms
Invoices are due according to the terms stated on the invoice or applicable Order Form. Client is responsible for maintaining accurate billing and contact information.
4.3 Late Payments & Suspension
ArcFires may suspend services for unpaid invoices following notice and a reasonable cure period. Suspension does not relieve Client of payment obligations.
4.4 No Refunds for Performed Services
Fees for services already performed are non-refundable.
4.5 Chargebacks and Payment Reversals
In the event Client initiates a chargeback, payment reversal, or dispute for any invoice that reflects services rendered, capacity reserved, or access provided, such invoice shall be deemed unpaid. Client remains responsible for the full amount owed, together with any processing fees, penalties, or administrative costs incurred by ArcFires as a result of the chargeback.
ArcFires reserves the right to suspend or terminate Services during the pendency of any chargeback or dispute.
4.6 No Set-Off or Withholding
Client may not withhold, offset, or reduce payment of any invoice based on disputes, dissatisfaction, or claims regarding Services. All undisputed amounts must be paid in full when due. Disputes shall be addressed in accordance with the dispute resolution provisions of this Agreement.
4.7 Tolling During Suspension or Dispute
All delivery timelines, obligations, and service levels are suspended during any period of service suspension, dispute, chargeback, or Client-caused delay.
4.8 No Liability for Timing or Opportunity Costs
Client acknowledges that delays, reprioritization, or timing of Services may affect Client’s internal plans or market opportunities, and ArcFires is not liable for lost opportunities, missed deadlines, or business impacts arising therefrom.
4.9 Obligations
Client remains responsible for payment of all fees owed to ArcFires regardless of whether Client is reimbursed by a third party, end client, or downstream customer.
Non-payment or dispute by a third party does not relieve Client of payment obligations to ArcFires.
5. Retainers & Managed Services
5.1 Retainer Nature
Retainers provide access, priority, execution capacity, and system stewardship. ArcFires does not track time for retainer services.
5.2 Deliverables & Outcomes
Retainers include defined deliverables per execution cycle (monthly or quarterly, as applicable). ArcFires disclaims guarantees regarding specific outcomes, metrics, or business results.
5.3 Response Expectations
Response times are best-effort and informal unless expressly stated in an Order Form.
5.4 Finite Capacity
Retainers provide prioritized access to ArcFires’ execution capacity, which is finite and shared among clients. ArcFires does not guarantee completion of any specific volume of work within a given period unless expressly stated in writing.
5.5 Capacity Reservation
Fees for retainers reflect reservation of ArcFires’ capacity and availability, not a promise to perform a specific quantity of work.
6. Hosting & Infrastructure Services
6.1 Managed vs Unmanaged Services
Hosting services may be managed or unmanaged as specified at purchase. ArcFires is not responsible for client-initiated changes that compromise security or performance.
6.2 Service Modifications
ArcFires may modify infrastructure, tooling, resource limits, and technical stack as necessary, with reasonable notice when practicable.
6.3 Pricing Changes
Hosting pricing operates on a SaaS-style model and may change with notice. Plugin maintenance retainers may be grandfathered as specified.
6.4 Suspension & Security
ArcFires may suspend hosting services that pose security, legal, or operational risk following notice and cure when feasible.
6.5 Backups and Incident Response
Backup availability, retention, and restoration services are provided only if expressly included in the applicable hosting plan or Order Form.
ArcFires does not guarantee the existence, completeness, or restorability of backups unless expressly stated in writing.
Incident response, emergency remediation, data recovery, forensic analysis, or restoration efforts outside the scope of an included plan may require separate scoping and fees.
Client acknowledges that data loss, corruption, or service interruption may occur due to factors outside ArcFires’ control, including third-party failures, security incidents, or Client actions.
7. Third-Party Software & Dependencies
7.1 Dependencies
Services may rely on third-party software, plugins, or platforms. ArcFires does not guarantee continued availability, compatibility, or security of third-party tools.
Client agrees to comply with all third-party license terms.
7.2 Third-Party Actions
ArcFires is not responsible for acts, omissions, changes, failures, or discontinuation of services by Client’s other vendors, contractors, platforms, or service providers.
8. Intellectual Property
8.1 Ownership
Upon full payment, Client owns the final deliverables created specifically for Client.
ArcFires retains ownership of all pre-existing materials, frameworks, methodologies, and tools, granting Client a non-exclusive license to use them as incorporated.
ArcFires may reuse general knowledge and non-confidential techniques.
8.2 License-Back to ArcFires
Client grants ArcFires a perpetual, non-exclusive, royalty-free license to use, reproduce, adapt, and incorporate non-confidential aspects of the Services for internal purposes, portfolio use, and future projects, provided Client’s confidential information is not disclosed.
8.3 Client Materials
Client represents and warrants that it owns or has obtained all necessary rights, licenses, and permissions to provide any content, materials, data, trademarks, images, or instructions supplied to ArcFires.
Client is solely responsible for the legality, accuracy, and compliance of Client-provided materials. ArcFires is not responsible for verifying ownership, permissions, or compliance of Client content.
Client agrees to indemnify and hold harmless ArcFires from any claims, damages, or liabilities arising from Client-provided materials, including claims of infringement, defamation, or regulatory violation.
8.4 Excluded Materials
Unless expressly stated otherwise, ArcFires is not required to provide drafts, working files, internal documentation, notes, system configurations, or intermediate materials used in the creation of Deliverables.
9. Data, Security & Confidentiality
9.1 Security
Client agrees to use approved communication channels and not transmit sensitive personal or payment data through insecure means.
Each party agrees to protect confidential information disclosed during the engagement.
9.2 Data Handoff
Upon termination and subject to payment of all outstanding fees, ArcFires will make commercially reasonable efforts to provide Client with access to Client-owned deliverables in ArcFires’ possession. ArcFires is not responsible for reconstructing, exporting, or supporting data beyond standard access methods unless separately scoped.
9.3 Confidentiality Obligations
Each party agrees to protect the other party’s Confidential Information using reasonable care and to use such Confidential Information solely for purposes of performing under this Agreement.
Confidential Information may be disclosed only to employees, contractors, or service providers who have a legitimate need to know such information for purposes of providing or receiving Services and who are bound by confidentiality obligations no less protective than those set forth herein.
Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except for trade secrets, which shall be protected for so long as they remain trade secrets under applicable law.
Nothing in this Agreement restricts ArcFires from disclosing Confidential Information where required by law, court order, or legal process, provided that ArcFires gives Client reasonable notice when permitted.
10. Compliance & Professional Disclaimers
10.1 Compliance
Client is solely responsible for legal compliance of its websites, systems, and operations, including privacy, accessibility, and regulatory obligations.
Optional compliance-related services do not constitute legal advice.
10.2 Legal Process
ArcFires may respond to lawful subpoenas, court orders, or other legal process as required by law. Where permitted, ArcFires will provide notice to Client. ArcFires shall not be liable for disclosures or actions taken in good-faith compliance with legal obligations.
11. Suspension, Termination & Effects
11.1 Effects of Termination
Upon termination or expiration of Services for any reason:
(a) All outstanding invoices become immediately due and payable;
(b) ArcFires may revoke access to systems, tools, licenses, and environments provided as part of the Services;
(c) ArcFires has no obligation to retain Client data beyond commercially reasonable periods;
(d) Any post-termination assistance, transition support, data export, or coordination with replacement vendors may require separate scoping and fees.
Termination does not affect rights or obligations that by their nature should survive termination, including payment obligations, intellectual property rights, confidentiality, indemnification, and limitation of liability.
11.2 Risk-Based Suspension
ArcFires may suspend Services, in whole or in part, if ArcFires reasonably determines that Client’s use of the Services poses a security, legal, operational, or reputational risk. Where practicable, ArcFires will provide notice and an opportunity to cure; however, immediate suspension may occur when required to mitigate risk.
12. Limitation of Liability
12.1 Liability
To the maximum extent permitted by law, ArcFires shall not be liable for indirect, incidental, or consequential damages.
ArcFires’ total liability shall not exceed amounts paid by Client in the twelve (12) months preceding the claim.
12.2 Client Indemnification
Client agrees to indemnify, defend, and hold harmless ArcFires from any claims, damages, liabilities, fines, penalties, or expenses arising from:
(a) Client content or materials,
(b) Client’s use of the Services,
(c) Client’s failure to comply with applicable laws or regulations, or
(d) instructions or requests made by Client.
This obligation survives termination of the Agreement.
12.3 Disclaimer of Warranties
EXCEPT AS EXPRESSLY STATED IN WRITING, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
ARCFIRES DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR MEET CLIENT’S BUSINESS OBJECTIVES.
Client acknowledges that Services may depend on third-party tools, platforms, hosting providers, or software, and ArcFires makes no warranties regarding the performance, availability, or security of such third-party services.
13. Dispute Resolution & Governing Law
13.1 Disputes
Disputes shall be resolved through mediation, then binding arbitration, governed by Utah law.
13.2 Arbitration Limitations
Arbitration shall be conducted on an individual basis. Class actions, collective actions, and representative claims are waived to the maximum extent permitted by law.
13.3 Continuation of Services During Disputes
Unless suspended for risk, non-payment, or breach, ArcFires may continue performing Services during the pendency of any dispute, and such continued performance does not waive any rights or remedies.
14. Changes to This Agreement
ArcFires may modify this Agreement prospectively with notice. Changes do not affect active SOWs unless mutually agreed.
Continued use of services after the effective date constitutes acceptance.
15. Miscellaneous
15.1 Miscellaneous
This Agreement may be amended only by a written instrument executed by both parties, except as otherwise permitted under Section 14 (Changes to This Agreement). No purchase order terms, vendor onboarding terms, or Client procurement policies will apply unless expressly accepted in writing by ArcFires. The rights and remedies of ArcFires under this Agreement are cumulative and in addition to any other rights and remedies available at law or equity. If ArcFires must take action to collect past-due amounts, Client will pay ArcFires’ reasonable costs of collection, including reasonable attorneys’ fees and expenses, in addition to the amounts owed. ArcFires may reference Client’s name and a general description of Services for portfolio purposes unless Client provides written objection.
15.2 Force Majeure
Neither party shall be liable for failure or delay caused by events beyond reasonable control, including natural disasters, acts of government, labor disruptions, internet or infrastructure failures, or third-party service outages.
15.3 Survival
Provisions relating to payment obligations, intellectual property, confidentiality, indemnification, limitation of liability, and dispute resolution shall survive termination or expiration of this Agreement.
15.4 Entire Agreement
This Agreement, together with any applicable Statements of Work or Order Forms, constitutes the entire agreement between the parties and supersedes all prior discussions or agreements. In the event of conflict, a signed SOW or Order Form controls for its specific scope.
15.5 No Waiver
Failure by ArcFires to enforce any provision of this Agreement does not constitute a waiver of the right to enforce such provision in the future.
15.6 Interpretation
Section headings are for convenience only and do not affect interpretation.
15.7 Notices
All Notices under this Agreement must be delivered through an Approved Channel and will be deemed given when sent (not when received) to the primary email address or contact method on file for the receiving party, provided the sending party can reasonably evidence transmission (e.g., sent email record). Client is responsible for maintaining current contact information and monitoring inboxes (including spam/junk folders). Notices to ArcFires must be sent to the contact address designated by ArcFires (currently, jacob@arcfires.com, or admin@arcfires.com) or through the Client Portal if available.
15.8 Assignment
Client may not assign or transfer this Agreement, in whole or in part, without ArcFires’ prior written consent, except in connection with a merger or sale of substantially all of Client’s assets. Any attempted assignment in violation of this Section is void. ArcFires may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of ArcFires’ assets, or to an affiliate, without Client’s consent.
15.9 Non-Solicitation
During the term of the engagement and for twelve (12) months thereafter, Client will not knowingly solicit for employment or engagement any ArcFires employee or contractor who performed Services for Client, except through general solicitations not specifically targeted at ArcFires personnel. If Client breaches this Section, Client agrees to pay ArcFires a placement fee equal to twenty-five percent (25%) of the first year’s total compensation (or projected compensation) for the solicited individual, as liquidated damages and not as a penalty.
15.10 Counterparts; Electronic Signatures
This Agreement and any SOWs, Order Forms, or amendments may be executed in counterparts, each of which is deemed an original and all of which together constitute one instrument. Signatures transmitted electronically (including PDF, e-signature platforms, or acceptance via Client Portal) are deemed binding.
15.11 Severability
If any provision of this Agreement is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force. If modification is permitted to effect the parties’ intent, the invalid or unenforceable provision will be reformed to the minimum extent necessary to make it valid and enforceable.
15.12 No Third-Party Beneficiaries
This Agreement is solely for the benefit of ArcFires and Client and does not create any rights for any third party, including Client’s customers, users, vendors, or contractors.
15.13 Order of Precedence
If there is a conflict among documents governing the Services, the following order controls: (1) a mutually executed SOW, Order Form, or Project Proposal Contract for its specific scope; (2) this Agreement; and (3) any other referenced materials or descriptions, unless expressly stated otherwise in writing.
15.14 Equitable Relief
Notwithstanding any dispute resolution provision, either party may seek temporary or injunctive relief in a court of competent jurisdiction to prevent unauthorized use or disclosure of Confidential Information, infringement or misuse of intellectual property, or to preserve the status quo pending arbitration. This Section does not waive the obligation to arbitrate the underlying dispute.
15.15 Governing Law
The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
16. Acceptance
By engaging ArcFires services, Client accepts this Agreement.