Master Services Agreement (MSA)

This Master Services Agreement (the “Agreement”) is made effective as of the date of acceptance by the Client, by and between ArcFires, a Utah Limited Liability Company, with its principal place of business at 4190 W Penstemon Way, Lehi, UT 84043 (the “Company”), and (the “Client”). The Company and the Client hereby agree as follows:

1. Definitions. For the purposes of this Agreement, the following terms shall have the meanings specified below:
   1. “Agreement” refers to this Master Services Agreement, including all its sections, schedules, exhibits, and amendments that may be added from time to time.
   2. “Services” encompasses all work performed by the Company for the Client, including but not limited to website design and development, website maintenance, website hosting, and website consulting services, as well as any additional services agreed upon by both parties.
   3. “Retainers” are optional packages offered by the Company that provide the Client with a set number of hours of support and services per month, as detailed in the Agreement.
   4. “Intellectual Property” includes, but is not limited to, designs, content, custom code, graphics, written content, website layout, and any other materials created by the Company specifically for the Client as part of the Services.
   5. “Pre-existing Materials” refers to any intellectual property or materials owned by the Company prior to the commencement of this Agreement, including tools, frameworks, code libraries, plugins, and software.
   6. “Third-party Materials” includes software, plugins, libraries, or content not owned by the Company or the Client but used in the provision of the Services under the terms of third-party licenses.
   7. “Open Source Software” refers to software that is freely available for modification and distribution, governed by licenses that allow for such use, modification, and sharing.
   8. “Custom Developments” means any software, applications, or specific solutions developed exclusively for the Client by the Company under this Agreement.
   9. “GPL” (GNU General Public License) is a widely used free software license that guarantees end users the freedom to run, study, share, and modify the software.

By defining these terms, both parties agree to the meanings ascribed to them for the purposes of interpreting and executing this Agreement.

1. Services. The Company agrees to provide website design and development services to the Client (the “Services”), which may include, but are not limited to, the creation of custom WordPress websites, website maintenance, website hosting, and website consulting services. The Client agrees to provide the Company with all necessary materials and information to enable the Company to perform the Services, including but not limited to content, images, logos, and access to various accounts. The rates and terms set forth in this agreement shall be applicable to any and all additional Services rendered by the Company to the Client, ancillary to or beyond the scope of website design and development services. 
2. Retainers. The Company offers optional retainer packages with the following features:
   1. Custom Premium Services Retainer
      1. Custom guaranteed hours
      2. All Premium Services Retainer features
   2. Premium Services Retainers
      1. Guaranteed 8 hours support per month
      2. Priority scheduling on the Company calendar
      3. Consulting and strategizing services
      4. Coaching & training videos upon request
      5. Weekly check-in calls
      6. No additional fees for rush order work
      7. Proactive support
      8. Direct access to the Company via text, calls, and email support
      9. Same-day replies (or within 12 hours if the message was received outside business hours)
      10. Access to support guides in the arcfires.com knowledge base
   3. Advanced Support Retainer
      1. Up to 5 hours support per month
      2. Coaching & training videos upon request
      3. Call, text, & email support
      4. Replies within 24 hours
      5. Access to support guides in the arcfires.com knowledge base
   4. Basic Support Retainer
      1. Up to 2 hours support per month
      2. Coaching & training videos upon request
      3. Call, text, & email support
      4. Replies within 48 hours
      5. Access to support guides in the arcfires.com knowledge base

Unless otherwise stated, reply time frames do not include weekends and holidays. While the Company may offer to work outside normal business hours, the Company does not guarantee availability outside normal business hours. For Basic and Advanced Support Retainers, unused time does not roll over into subsequent months.

1. Rates. The rates for the Services provided by the Company to the Client shall be as follows:
   1. Custom Premium Services Retainer
      1. Custom initial amount
      2. $1,200 monthly minimum, paid at the beginning of the month
      3. Same hourly rates as the Premium Services Retainer
   2. Premium Services Retainer
      1. $1,100 monthly, paid at the beginning of the month
      2. $100 per hour beyond the initial reserved hours
   3. Advanced Support Retainer
      1. $500 monthly, paid at the beginning of the month
      2. $150 per hour beyond the initial first 5 hours
      3. $175 per hour for rush order work
   4. Basic Support Retainer
      1. $200 monthly, paid at the beginning of the month
      2. $150 per hour beyond the initial first 2 hours
      3. $175 per hour for rush order work
   5. Non-Retainer Support Package Rates
      1. $150 per hour during business hours, paid in advance
      2. $175 per hour for rush order work
   6. On-Demand, Non-Retainer Rates
      1. $200 per hour during business hours
      2. $250 per hour outside business hours
   7. Website Hosting, Backups, Plugin Maintenance, Website Development Projects, Email Hosting, & Other Services
      1. The current rates for Services not billed by the hour are maintained on the arcfires.com website and are subject to change with reasonable notice. Pricing changes are announced in newsletter emails by the Company.

The rates for the Services may be adjusted by the Company upon 30 days’ written notice to the Client.

1. Payment. The Client shall pay the Company for all Services provided in accordance with the rates set forth in Section 2 above. The Company shall submit invoices to the Client on a monthly basis, depending on the agreed payment schedule. Invoices shall be payable within 15 days from the date of receipt by the Client. If payment is not received by the due date, a late fee of 5%, not to exceed $75, may be applied to future invoices and the Company may suspend the Services until payment is received. Acceptable forms of invoice payment include checks mailed to 4190 W Penstemon Way, Lehi, UT 84043 and online payments made in the Company Client Portal, which supports credit card and ACH direct payments. Payments for non-retainer recurring services must be paid with autopayments using the Company’s Client Portal. To reserve time on the Company schedule, monthly retainer fees must be paid in advance at the beginning of each month. Payment plans are available on the Company’s Client Portal.
2. Term and Termination. This Agreement shall commence on the date of acceptance by the Client and shall continue until terminated by either party upon written notice via email to the other party. The termination shall not affect the Client’s obligation to pay for Services performed prior to the termination date.
3. Confidentiality. The parties acknowledge that in connection with the Services, each party may disclose certain confidential and proprietary information to the other party. Each party agrees to protect and maintain the confidentiality of such information and not to disclose such information to any third party without the prior written consent of the disclosing party.
4. Ownership of Intellectual Property. Subject to the full payment for the Services rendered under this Agreement, the Client shall own all right, title, and interest in and to the final website design, content, and custom code created by the Company specifically for the Client as part of the Services. This includes, but is not limited to, custom graphics, written content, and unique website layout. However, the following conditions and exceptions shall apply:
   1. Pre-existing Materials: The Company retains all rights, title, and interest in and to any pre-existing intellectual property or materials owned by the Company, including, without limitation, tools, frameworks, code libraries, plugins, software, and existing website layout templates that may have been used in the course of providing the Services but were not specifically created for the Client. The Client is granted a non-exclusive, worldwide, perpetual license to use such pre-existing intellectual property as incorporated into the final website for the purpose for which it was provided.
   2. Third-party Materials: The Services may include the use of third-party materials, including, but not limited to, software, plugins, libraries, or content that are subject to the terms of third-party licenses. The rights to such materials are governed by their respective licenses, and the Client agrees to comply with all such licenses and assumes all responsibility for the use of third-party materials in the website.
   3. Open Source Software: Given that WordPress and many of the tools and plugins used in the development of the website are open-source, the Client acknowledges that these components are governed by their respective open-source licenses. The inherent nature of WordPress means that it, along with many of its components, is licensed under the GNU General Public License (GPL) or similar open-source licenses. The Client accepts and agrees to be bound by the terms of such licenses, which may restrict the ways in which the website software can be used or modified.
   4. Custom Developments: Any custom developments, including software, applications, or specific solutions developed by the Company for the Client under this Agreement, will be the exclusive property of the Client, provided that the Client has paid all fees due under this Agreement. The Company will execute any necessary documents to effectuate such ownership.

The Client acknowledges that the Company may use general knowledge, skills, and experience, and any ideas, concepts, know-how, or techniques that are acquired or used in the course of performing the Services, provided that the Company does not disclose any of the Client’s confidential information.

By accepting this Agreement, the Client confirms understanding and agreement to these conditions and exceptions regarding the ownership of intellectual property created as part of the Services.

1. Representations and Warranties. The Company represents and warrants that it has the necessary expertise and experience to perform the Services and that the Services will be performed in a professional and workmanlike manner. The Client represents and warrants that it has the legal right to use all materials provided to the Company in connection with the Services.
2. Limitation of Liability. In no event shall either party be liable for any indirect, incidental, consequential, or punitive damages arising out of or in connection with this Agreement, whether or not such damages were foreseeable or whether the other party was advised of the possibility of such damages. In no event shall the Company’s total liability exceed the amount paid by the Client under this Agreement for the Services rendered prior to the claim.
3. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state in which the Company’s primary business location is situated at the time of the Agreement’s execution. Should the primary business location of the Company change, the laws of the state of the new primary location shall govern this Agreement from the date of such change forward, ensuring that the Agreement remains aligned with the legal framework most relevant to the Company’s operations.
4. Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, except as otherwise provided in a signed Statement of Work (“SOW”). In the event of any conflict between the terms of this Agreement and an SOW, the terms of the SOW shall prevail.
5. Client Responsibilities. The Client is responsible for ensuring the timely and efficient execution of the Services by providing the Company with all necessary materials, information, access to platforms, and timely feedback as required for the completion of the Services. This includes, but is not limited to, providing content, images, logos, and access credentials in a secure manner. The Client is also responsible for making timely decisions and approvals to facilitate project progress. Failure to provide necessary resources or feedback in a timely manner may result in delays or additional charges. The Client agrees to maintain open and effective communication with the Company throughout the duration of the Services.
6. Backup and Data Loss. The Company commits to taking regular backups of the server for clients hosted by the Company. However, it is strongly recommended that the Client also maintains their own frequent, incremental backups of their website and content to ensure data integrity and loss prevention. While the Company endeavors to protect and secure client data, the Client acknowledges that the Company is not liable for any data loss or corruption that may occur beyond the control of the Company’s standard backup procedures. Clients are encouraged to implement robust backup strategies and consult with the Company on best practices for data backup and recovery.
7. Renewal and Cancellation Terms. All retainers and other ongoing services provided by the Company are assumed to automatically renew under the same terms and conditions unless the Client explicitly requests cancellation. To cancel a retainer or other ongoing services, the Client must provide written notice to the Company at least thirty (30) days prior to the desired termination date. Cancellation requests must be sent via email to the designated contact provided by the Company. Upon receipt of a cancellation request, the Company will confirm the termination date and provide any final invoicing for services rendered up to the termination date.
8. Electronic Signatures. The parties agree that electronic signatures on this Agreement, amendments, notices, and other documents related to this Agreement are legally binding in the same manner as handwritten signatures. The use of electronic signatures facilitates easier and faster execution and exchange of documents, aligning with the digital nature of the Company’s business operations. The parties consent to the use of electronic documents and signatures as admissible evidence in any legal proceedings related to this Agreement.
9. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
10. Amendments. Any amendment, modification, or supplement to this Agreement must be delivered and accepted in writing. No amendment, modification, or supplement to any provision of this Agreement shall be effective unless it is in writing and accepted in writing by the authorized representatives of both parties. This requirement for written modifications cannot be waived or varied except in writing signed by both parties. The parties agree that any oral representations or modifications concerning this Agreement shall be of no force or effect.
11. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been included. The remaining provisions of this Agreement shall remain in full force and effect, and, to the extent possible, the invalid or unenforceable provision shall be replaced by a provision that, being valid and enforceable, comes closest to the intention underlying the invalid or unenforceable provision.
12. Disclaimer of Legal Compliance. ArcFires provides website development services that include the option to add various features, functionalities, and content to your website. However, ArcFires is not a legal firm and does not provide legal advice or services. It is the sole responsibility of the Client to ensure that the website and its content comply with all applicable laws, regulations, and obligations, including but not limited to privacy policies, terms and conditions, and accessibility standards. ArcFires disclaims all liability for any legal issues, fines, or penalties that may arise due to the website’s content, features, or functionalities. Clients are strongly advised to consult with legal professionals to ensure full compliance with all applicable laws and regulations.
13. Disclaimer of Software and Plugin Liabilities. ArcFires develops websites using WordPress, a platform that incorporates various third-party plugins, themes, and software (‘Software Components’). While we strive to choose reliable and secure Software Components, we cannot guarantee their ongoing security, compatibility, or functionality.
14. Ongoing Maintenance: WordPress websites require regular updates to Software Components for security and functionality. It is the Client’s responsibility to maintain an ongoing budget for website maintenance, including but not limited to updates, security monitoring, and troubleshooting.
15. No Liability for Third-Party Software: ArcFires is not liable for any vulnerabilities, incompatibilities, or issues that may arise from these Software Components, either now or in the future.
16. Changes and Updates: Software Components may receive updates that can introduce incompatibilities or issues with the website. ArcFires is not responsible for any problems that may arise due to such updates.
17. No Guarantee of Ongoing Functionality: While the website is delivered in a functional state, ArcFires does not guarantee that it will continue to function as expected beyond the date of delivery, due to potential updates or changes to Software Components.
18. Client Responsibility: The Client is responsible for all legal compliance related to their website, including but not limited to privacy policies, terms and conditions, and accessibility standards.

Clients are strongly advised to consult with legal and technical professionals for ongoing website maintenance and compliance with applicable laws and best practices.

1. Force Majeure. Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure results from any act of God, riot, war, civil unrest, flood, earthquake, or other cause beyond such party’s reasonable control (including any mechanical, electronic, or communications failure, but excluding failure caused by a party’s financial condition or negligence). In the event of such force majeure, the affected party shall notify the other party as soon as possible and both parties shall cooperate to find a reasonable solution to minimize the impact on both parties. Amendments to the agreement due to force majeure can be made in accordance with the “Amendments” section outlined in this document.
2. Data Protection and Privacy. The Company acknowledges its responsibility in handling sensitive client information, including but not limited to passwords, social security numbers, and credit card information, with the utmost care and security. Such information is stored in secure environments such as 1Password, Google Drive, and ClickUp, protected by two-factor authentication wherever possible. The Company commits to complying with applicable data protection laws and regulations governing the collection, use, and storage of client data. The Company shall implement and maintain appropriate security measures to protect against unauthorized access to or alteration, disclosure, or destruction of client data.
3. Client Acceptance and Revision Policy. Work review and acceptance are conducted through collaborative platforms and communication tools such as Zoom and ClickUp, allowing for flexible and informal approval processes. Clients are encouraged to actively participate in the project development process, providing timely feedback and approvals. Specific revision policies and project requirements are detailed in separate Scope of Work (SOW) documents, which outline the terms for revisions and adjustments on a project-by-project basis.
4. Termination Consequences. Upon termination of this Agreement, both parties agree to fulfill their respective obligations concerning deliverables and payments up to the date of termination. The Company shall provide the Client with any work in progress or completed prior to the termination date. The Client is obligated to pay for all services rendered up to the termination date. Both parties agree to return or destroy any confidential information or proprietary materials belonging to the other party, as requested, within thirty (30 days) of termination.
5. Notices. All formal notices under this Agreement shall be given via email. Notices to the Company should be sent to jacob@arcfires.com or admin@arcfires.com. The Company will deliver notices to clients through email newsletters or direct email communication. All notices shall be deemed given when sent, provided the sender can demonstrate the email was sent to the correct address.
6. Assignment and Subcontracting. Both the Client and the Company may subcontract or assign their rights or obligations under this Agreement to third parties without the prior consent of the other party. However, both parties agree to notify the other party of any such subcontracting or assignment. The subcontracting or assigning party remains responsible for the performance of all subcontracted or assigned obligations under this Agreement.
7. Integration Clause. This Master Services Agreement supersedes all prior Master Services Agreements between the parties but does not supersede specific Scope of Work (SOW) agreements created for individual projects. SOW agreements shall prevail over this MSA for the specific project they govern. Future modifications to this Agreement must be made in writing and accepted by both parties, in accordance with the “Amendments” section of this Agreement.
8. Dispute Resolution. In the interest of fostering a positive and cooperative relationship between ArcFires and its clients, and to ensure the swift and amicable resolution of any disputes that may arise during the course of our engagement, the following section outlines a structured approach to dispute resolution. This process is designed to minimize disruption and costs, preserve the business relationship, and provide a clear path to resolving disagreements without resorting to litigation. We believe that through open communication, good faith negotiations, and, where necessary, formal alternative dispute resolution methods, we can address and resolve any issues in a manner that is fair and satisfactory to all parties involved.
   1. Good Faith Negotiation: In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof (collectively, “Disputes”), the parties agree to first attempt to resolve the Dispute informally through good faith negotiations for a period of thirty (30) days commencing upon receipt of written notice of the Dispute from the other party.
   2. Mediation: If the Dispute cannot be resolved through good faith negotiations within the aforementioned period, the parties agree to engage in mediation before a neutral mediator agreed upon by both parties. The mediation shall be conducted in Lehi, Utah, or another mutually agreed-upon location. The costs of the mediation shall be shared equally between the parties. The parties agree to participate in the mediation in good faith with the intention to resolve the Dispute.
   3. Binding Arbitration: If the Dispute is not resolved through mediation within sixty (60) days of the initiation of mediation, the parties agree that the Dispute shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules, or by another arbitration service agreed upon by the parties. The arbitration shall be conducted in Lehi, Utah, or another location mutually agreed upon by the parties. The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties or, if no agreement can be reached, appointed in accordance with the rules of the administering body. The decision of the arbitrator shall be final and binding on the parties, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Each party shall bear its own costs and expenses related to the arbitration proceedings, and the parties shall equally share the fees of the arbitrator.
   4. Limitation on Litigation: The parties agree that any arbitration conducted under this section shall be limited to the Dispute between the parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
   5. Confidentiality: The parties agree that the proceedings and outcome of the negotiation, mediation, and arbitration shall be kept confidential to the maximum extent permitted by law.
   6. Continuation of Services: Unless otherwise agreed by the parties, the parties agree to continue performing their respective obligations under this Agreement while the Dispute is being resolved unless and until such obligations are terminated or expire in accordance with the provisions of this Agreement.

Survival Clause. Certain provisions of this Agreement shall survive the termination or expiration of this Agreement, including, but not limited to, Confidentiality, Liability, Ownership of Intellectual Property, and any other provisions which by their nature should reasonably be expected to survive termination. These provisions shall remain in effect after the termination or expiration of this Agreement to protect the interests and rights of both parties and to ensure the ongoing confidentiality and proper use of proprietary information and intellectual property.