Terms and Conditions of Master Services Agreement

This Master Services Agreement (“Agreement”), is made between Figmints Delicious Design & Creative Marketing LLC, a Rhode Island limited liability company with its principal place of business at 163 Exchange St., Suite 101, Pawtucket, RI 02860 (“Company”) and COMPANY, or its assigns (“Client” of acceptee of estimate). The general terms and conditions associated with this Agreement (the “Terms and Conditions”) in the form [attached hereto as Exhibit A / available at http://www.figmints.com/terms-and-conditions/], as the same may be amended from time to time, are incorporated herein by reference.  Any capitalized term not otherwise defined herein shall have the respective meaning associated with it in the Terms and Conditions. RECITALS WHEREAS, Company is in the business of marketing, branding, video production, web development, mobile development, and product placement. WHEREAS, Client desires to engage Company to provide marketing, branding, video production, web development, mobile development, or product placement services, and Company agrees to perform such services, on the terms and conditions set forth herein. WHEREAS, Company and Client agree that this Agreement, as may be amended from time to time, shall apply to all such future services. AGREEMENT THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:     Company agrees to perform services (the “Services”) for Client as described in one or more Statements of Work, the form of which are attached hereto as exhibits, delivered by Client and accepted by Company, as the same may from time to time be amended.  Company shall update each Statement of Work on a regular basis to provide for and reflect (a) Services rendered, (b) modifications to the Services (or any goals or milestones associated with the Services) accepted by Company, and (c) any modifications to the budget (in terms of required Sprints to complete the Services).  Client shall provide Company with any objections to a revised Statement of Work within five (5) business days of Company’s provision of the same, and will otherwise be deemed to have accepted the revised Statement of Work.  Any conflict or inconsistency between the provisions of this Agreement and the then applicable Statement of Work shall be resolved by giving precedence to the Statement of Work under which the Services are to be performed and then to this Agreement.  Any timing for Deliverables (as defined in the Terms and Conditions) relating to the Services provided in a Statement of Work is provided purely for illustration purposes, and such timing shall be subject to change depending on the facts and circumstances relating to the Services and the Statement of Work.     Client shall assist Company in the performance of its obligations under this Agreement and shall undertake the responsibilities specified in this Section 2 and in the applicable Statement of Work at its own expense. Client shall make available to Company a designated representative: FIRST/LAST NAME (“Client’s Representative” – of acceptee of estimate), who shall be authorized to make binding decisions for Client regarding the obligations which are the subject of this Agreement, and shall perform other duties and requirements of Client as set forth in this Agreement or in an applicable Statement of Work.     All notices required shall be in writing and shall be effective on the date of mailing to the parties at the addresses previously indicated, to the attention of the signers of this Agreement, or to such other address as designated by the parties in writing, and sent via registered U.S. mail, or by a mutually recognized overnight delivery service.     Client may not assign its rights and/or obligations under this Agreement without the prior written consent of Company.  This Agreement is a legally binding contract on the part of Client and Company and their respective heirs, representatives, successors and assigns.       Each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. The invalidity or unenforceability of any provision of this Agreement shall in no way affect the validity or enforceability of any other provision hereof. Any invalid or unenforceable provision shall be deemed severed from this Agreement and the balance of this Agreement shall be construed and enforced as if this Agreement did not contain the particular provisions(s) held to be invalid or unenforceable.     The waiver of a breach of this Agreement or the failure of a party to exercise any right under this Agreement shall in no event constitute a waiver as to any other breach, whether similar or dissimilar in nature, or prevent the exercise of any right under this Agreement.     Neither party shall be responsible for any failure to perform, or delay in performing any of its obligations under this Agreement, other than payment obligations, where and to the extent that such a failure or delay results from causes outside the control of such party. Such causes shall include, without limitation, delays caused by the other party, acts of God or of the public enemy, acts of the government in its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, freight embargoes, strikes, civil commotion, or the like.     Section headings are for the convenience of the parties and should not be construed as part of this Agreement.     Any controversy or claim between the parties shall be settled first by negotiation between the Client’s Representative and the Company’s project manager. In the event the parties are unable to resolve the dispute in a reasonable period of time, the parties agree to elevate the dispute to their respective Presidents, Managers, or equivalent officers. If, after a reasonable period of time, the parties are still unable to resolve the dispute, the parties agree to resolve the dispute in accordance with Section 6.8.     This Agreement shall in all events and for all purposes be governed by, and construed in accordance with, the laws of the State of Rhode Island without regard to any choice of law principle that would dictate the application of the laws of another jurisdiction.  Any claim or dispute arising from or related to this agreement shall be settled by mediation and, if necessary, legally binding arbitration in accordance with the Rules of Procedure for Christian Conciliation of the Institute for Christian Conciliation, a division of Peacemaker® Ministries (complete text of the Rules is available here. Judgment upon an arbitration decision may be entered in any court otherwise having jurisdiction. The parties understand that these methods shall be the sole remedy for any controversy or claim arising out of this agreement and expressly waive their right to file a lawsuit in any civil court against one another for such disputes, except to enforce an arbitration decision. EACH OF THE PARTIES HERETO HEREBY VOLUNTARILY AND IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR OTHER PROCEEDING BROUGHT IN CONNECTION WITH THIS AGREEMENT, ANY RELATED AGREEMENTS OR DOCUMENTS, OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.     The provisions of Sections 4, 5 and 6 and Sections 2, 3, and 4 of the Terms and Conditions shall survive the expiration or termination of this Agreement. All other provisions of this Agreement, including any Exhibits and Statements of Work hereto which by their terms or import are intended to survive such expiration or termination, shall survive.     This Agreement, together with the Terms and Conditions and the most recent Statement of Work, supersedes all prior oral or written representations, communications, or agreements between the parties, and, together with any appendices, constitutes the final and entire understanding of the parties regarding the subject matter of this Agreement. Neither party has relied on any such prior oral or written representations, communications, or agreements.     This Agreement may be executed (including by facsimile or Internet-based service) by one or more of the parties on any number of separate counterparts. All of such counterparts taken together shall be deemed to constitute one and the same instrument, and (if by facsimile) each such facsimile shall have the same force and effect as if an original.