Monthly Master Services Agreement
LEGALFIT, LLC MONTHLY MASTER SERVICES AGREEMENT
This MASTER SERVICES AGREEMENT and any Subscription Form (collectively the “Agreement”) entered into as of the Effective Date, reflect the terms, conditions, and understandings between Client (as identified on the Subscription Form) and Legalfit, LLC (“Legalfit”), a Kansas limited liability company, regarding the Services identified in your Subscription Form and any subsequent renewals or amendments to your Subscription Form. If there is a conflict between this Master Services Agreement and the Subscription Form, the most recent Subscription Form will control. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Client and Legalfit expressly agree as follows:
1.1 Scope. Services provided to Client are described on the Subscription Form. “Services” may include (a) website design, development, management, implementation, administration, hosting, support, and lead performance tracking (“Website Subscription”); (b) citation management and link building (including Search Engine Optimization (“SEO”)); (c) content generation; (d) marketing analytics; (e) counseling and personalized marketing strategy, (f) advertising (which may include pay per click marketing services); and (g) any other service offered by Legalfit for which Client pays a fee.
1.2 Modification. Legalfit reserves the right to add, modify or discontinue Services from time-to-time in its sole discretion. In the event Legalfit discontinues any Service entirely, Legalfit will provide Client thirty (30) days prior written notice (email sufficient), or as soon as practicable.
1.3 Third-Party Services. Client acknowledges and agrees that Legalfit may, in its sole discretion, engage one or more third-party contractors to provide or fulfill Services and Legalfit has no obligation to disclose to Client which contractors it engages.
1.4 Relationship. Client and Legalfit are independent contractors and neither party has the authority to make any contract, commitment, warranty, or representation on behalf of the other, or undertake any obligation or liability for the other party, except as provided in Section 1.3.
1.5 Service Outage. Legalfit will use commercially reasonable efforts to avoid any outage, unavailability, interruption, degradation or delay in Services (“Service Outage”). Client acknowledges that a Service Outage may occur as a result of scheduled maintenance or repair, force majeure (as defined herein), or any other event beyond Legalfit’s reasonable control.
1.6 “Payment Services” means the payment processing services as set forth on Addendum A, if applicable and ordered by Customer pursuant to a Sales Order.
2. Fees and Payment
2.1 Fees. Client’s fees for Services are identified on the Subscription Form(s) and begin to accrue as described on the Subscription Form(s). Client may be partially or fully invoiced for Services prior to the date those Services are released or performed. Setup fees and/or discounted Website Subscription fees paid in advance are nonrefundable.
2.2 Payment. Client agrees that setup fees are due according to the Subscription Form payment schedule. For all other fees, Client agrees to pay all fees in U.S. Dollars within thirty (30) days of the invoice date. Client is solely responsible for any applicable taxes on Services. Any amounts not paid within thirty (30) days of the invoice date will accrue interest at 1.25% per month (15% per annum) on the unpaid amount then past due or, if less, the maximum amount permitted by law. Client’s failure to timely pay all fees, including interest, within sixty (60) days of the invoice date, shall entitle Legalfit to place client in collections, suspend all Services, and/or terminate this Agreement with immediate effect upon notice to Client. Client agrees to pay all interest charges, attorneys’ fees and other costs of collection incurred by Legalfit in collecting the unpaid amount.
2.3 Payment Services Fees. Customer agrees to pay all Payment Services fees as set forth on the Sales Order.
3. Term and Termination
3.1 Term. This Agreement shall commence on the date it is acknowledged by the Client, or as of the effective date described on the Subscription Form(s) (“Effective Date”) and shall continue in full force until termination by either Client (subject to Section 3.2) or Legalfit (subject to Section 3.3) (“Term”). Any Services which are offered on an initial or promotional term which is longer than thirty (30) days, will automatically renew on a month to month basis upon expiration of the initial term. Client understands and agrees that it is responsible for all fees for the entirety of the initial term identified on the Subscription Form.
3.2 Termination by Client. Client may terminate this Agreement, including any Service, by giving Legalfit written notice at firstname.lastname@example.org, and such termination shall be effective thirty (30) days following the first billing cycle after Client gives notice. Client’s non-payment for agreed Services does not terminate this Agreement. Legalfit shall, at Client’s request, suspend or remove Client’s Website Subscription at any time, provided that any suspension or removal does not relieve Client of its obligations to provide at least a thirty (30) day notice of termination and Client remains responsible for any remaining payment obligations for the Term. In the event Client is unable to practice law due to disability or death, this Agreement, including any Services, will terminate immediately following notice to Legalfit by Client or its authorized representative.
3.3 Termination by Legalfit. Legalfit may terminate this Agreement, including any Service, at its sole discretion, by giving Client thirty (30) days written notice (email sufficient), or, in the event of Client’s failure to timely pay all fees, Legalfit reserves the right to immediately suspend all Services and terminate this Agreement upon notice to Client.
3.4 Suspension of Services. Client agrees that Legalfit may, in its sole discretion, suspend Services, including removing Client’s website, due to Client’s failure to timely pay all fees pursuant to Section 2.2 (“Suspension”). In the event of Suspension, Legalfit shall replace Client’s website with a landing page containing a message to contact Legalfit’s support department. Client understands and agrees that for each month of Suspension, in lieu of Client’s monthly Website Subscription fee, Client will incur a $75.00 fee which is in addition to any other unpaid fees and interest accrued as described in Section 2.2. Legalfit may, in its sole discretion, restore Services after Client has paid all fees and interest.
4.1 Website Subscription Services. Client agrees that Legalfit owns all intellectual property rights used in the creation or implementation of Services, including all patent rights, copyrights, trademark rights, moral rights, technology, source code, object code, stock images, HTML, CSS, algorithms, architecture, and platform rights associated with Client’s Website Subscription (including the Content Management System (CMS) and Legalfit Dashboard) (“Website Technology”) and Legalfit grants Client a nonexclusive and nontransferable license to use the Website Technology which is incorporated into Client’s Services during the Term. For any stock images purchased by Legalfit and licensed to Client as part of the Website Subscription, Client agrees that it will not use, transfer, or reproduce the stock images in any manner which is inconsistent with the Adobe Stock License Terms for standard licensing: https://stock.adobe.com/license-terms.
With respect to content Services (such as a blog posts and articles) specifically created for Client which are separate from the Website Subscription, upon Client’s fulfillment of all payment obligations associated with any content generation, Legalfit shall assign all right, title and interest in those content generation Services to Client. Legalfit may use Client’s Website Subscription for marketing or promotional purposes. Legalfit may, at Client’s request, transfer ownership of Client’s tracked line to Client, for a $50.00 additional fee. Legalfit has no obligation to provide any assistance regarding configuration of Client’s website, including transition of Services of Client’s website to Client, or to any other vendor at any time.
4.2 Client Generated Content. Legalfit does not claim any ownership rights to any content provided by Client in the creation or implementation of Services (“Client’s Content”). Client is solely responsible for Client’s Content and shall be liable for any material protected by trademark, copyright, patent, or other similar right used in Client’s Content. Legalfit may compile and use aggregated non-personal information taken from Client Content and may provide such information to third parties. Aggregated non-personal information means information that is taken from Client’s Content or Client’s use of Services, but that is compiled in a way so that it no longer identifies an individual person.
4.3 Domain. Legalfit will, at Client’s request, (a) register Client’s domain name (subject to availability of the chosen name) on behalf of Client, and (b) maintain and manage that domain name throughout the Term. Regardless of whether Client or Legalfit registers Client’s domain name, Client agrees to provide all domain account information to Legalfit and authorizes Legalfit to access and maintain client’s domain name account throughout the Term. In the event Client has already registered its domain name, Client is responsible for maintaining DNS hosting services. Client is solely responsible for paying all registration and hosting fees to the applicable third-party(ies) throughout the Term.
5. Client Information
5.1 Account Information. Client agrees to furnish to Legalfit all account permissions necessary to provide Services. Client agrees that any information Client submits to Legalfit, including contact, licensure, billing, password and payment (including credit card) information (“Account Information”) is current and correct, and that Client will immediately notify Legalfit of any change in Account Information by contacting email@example.com. Legalfit may collect, store and/or use Account Information for any purpose related to Services, including marketing to Client additional Services, enforcement of this Agreement, and to comply with applicable laws.
Services are provided “as-is” without warranty of any kind, express or implied, including warranties of performance, merchantability, fitness for a particular purpose, accuracy and/or completeness. Except as provided herein, Legalfit, including its suppliers, subcontractors, or affiliates, does not warrant that Client’s Services will be uninterrupted, timely, secure, or will operate error free. Legalfit similarly makes no guarantees, representations or warranties regarding the results or performance of the Services, including the quality or volume of lead generation or internet traffic, or the accuracy or reliability of Services, and has no liability for claims related to an end- user’s inability to access the Services.
7. Limitation of Liability
To the fullest extent permitted by law, Legalfit will not be liable for any indirect, special, incidental, or consequential damages of any kind (including lost profits), regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise, even if informed of the possibility of such damages in advance. No claim arising out of or related to any Service may be brought by Client or Legalfit more than twelve (12) months after all Services are terminated, except that in the event of unpaid fees, Legalfit may bring an action to collect unpaid amounts at any time prior to the expiration of the applicable statute of limitations. Legalfit’s aggregate liability will not exceed the greater of (i) total fees paid to Legalfit by Client for the three (3) month period preceding any claim or (ii) one thousand dollars ($1,000). Legalfit is not responsible for any loss of data resulting from its deletion of any Services, network or system outages, failure or malfunction, or any other reason. In addition to the foregoing, Legalfit will not be liable for any loss, injury, claim, liability or damage of any kind resulting from Client’s noncompliance with all applicable local and state laws or from Client’s violations of such laws.
8.1 Compliance with Lawyer Advertising. Client acknowledges and agrees that it is solely responsible for compliance with all laws, rules, and regulations regarding attorney advertising, licensure, the authorized practice of law, and ethical obligations promulgated by any jurisdiction, court, bar association, tribunal, and/or any other governing body which is applicable to Client (including Client’s staff and other representatives) and any Services for which Client subscribes. Client is also solely responsible for assessing the authenticity of any email or other communications received through Client’s Website Subscription, and Legalfit shall have no liability for any communications, agreements, or transactions between you and any third party.
8.2 User Information. Client acknowledges and agrees that in the event it obtains personally identifiable information (including name, address, phone number, email, date of birth, or payment information) of user of Client’s website (“User Information”), Client is solely responsible for the safeguarding of any User Information in its control, and shall comply with all applicable laws and regulations regarding the security and privacy of User Information.
Client agrees to indemnify and hold harmless Legalfit and its respective officers, employees, agents and representatives from and against any third-party actions, claims, demands, suits, liability, damages, costs, expenses and attorneys’ fees arising out of (1) materials, content and/or information Client provided to Legalfit to create or provide Services which is false, defamatory, offensive, deceptive, or may otherwise cause harm to Legalfit, a third party, or may infringe on a third-party’s intellectual property or other rights; (2) misuse, storage, or handling of any User Information; and/or (3) Client’s violation of any applicable law or regulation regarding the security and privacy of User Information.
10. Miscellaneous Provisions
10.1 Governing Law and Venue. The laws of the State of Kansas govern all matters arising out of this Agreement. The parties agree that the venue for all disputes and claims related to or arising out of this Agreement will be exclusively in the State of Kansas and will be resolved by a court of competent jurisdiction in the State of Kansas.
10.2 Force Majeure. Each party’s performance under the Agreement is subject to interruption and delay due to causes beyond reasonable control of the party and could not reasonably have been foreseen or avoided, including, without limitation, third-party network or system outage, hacking, virus attack or other forms of sabotage, Acts of God, acts of government, strikes, lockouts, riots, insurrection, civil commotion, war and terrorist attacks.
10.3 Amendments. No amendments, modifications or supplements to this Agreement shall be binding unless in writing and signed by both parties.
10.4 Confidentiality. The Agreement, including conditions and pricing information is "Confidential Information" of Legalfit. Client will receive and maintain Confidential Information in trust and confidence and not disclose or provide access to the Confidential Information to any third party. Client understands disclosure of Confidential Information may cause competitive harm to Legalfit and any breach of this confidentiality provision, in addition to any other remedy it may have under the Agreement, at law or in equity, may immediately terminate the Agreement without refund.
10.5 No Exclusivity. Client acknowledges and agrees that Legalfit may, in its sole discretion, provide similar or identical products to other clients, which may be competitors of Client. Website Subscriptions do not grant Client an exclusive right or privilege to Services.
10.6 Assignment. Client may not assign its rights or delegate its duties under this Agreement to access Services without the prior written consent of Legalfit.
10.7 Waiver. The failure of either party to exercise or enforce any right or provision of the Agreement will not constitute a waiver of such right or provision.
10.8 Successors and Assigns. Successors and Assigns. The Agreement will be binding on, and will inure to the benefit of, the parties' and their respective successors and permitted assigns.
10.9 Severability. If any provision of this Agreement shall be held unenforceable, in whole or in part, the remaining provisions shall not be affected and are fully enforceable.
10.10 Survival. Any provision of this Agreement that imposes a right or obligation after the termination of this Agreement will survive the termination and be binding on the parties.
10.11 Entire Agreement. This Agreement (including all Subscription Forms) constitutes the entire agreement between Client and Legalfit with respect to the subject matter hereof and supersedes all prior understandings, communications and agreements, written or oral, between them with respect thereto.
SERVICE TERMS for Centerbase Payments
The following terms (“Payment Service Terms”) apply to the use of the Centerbase Payments payment processing service (“Payment Services”) provided by Legalfit, LLC (“Legalfit”) offered in conjunction with the Agreement. These Payment Service Terms only apply to Legalfit customers who have selected and been approved for Centerbase Payments as an applicable service on their Sales Order (each, a “Customer”) and accepted by Legalfit.
The Payment Service Terms only apply to Customer’s use of Centerbase Payments. Capitalized words which are used in the Payment Service Terms, but not defined in the Payment Service Terms, have the meaning given to such words in the Agreement. In the event of any conflict between these Payment Service Terms and the Agreement, these Payment Service Terms will apply as to the specific Payment Services and the Agreement will control for all other purposes.
1. Third Party Payment Processor
Customer acknowledges that Legalfit is not currently licensed as a merchant payment processor. Legalfit will instead serve as a data processor transmitting requests for merchant payment processing services to Legalfit’s payment processing service provider or another third party selected by Legalfit and reasonably acceptable to Customer (“Payment Processor”). Customer will be required to enter into a separate agreement (“Processor Agreement”) directly with the Payment Processor in order for Legalfit to transmit Customer’s payment requests to the Payment Processor and for the Payment Processor to complete the payment transactions placed by Customer on Customer’s behalf.
The Payment Processor and its merchant banks will determine Customer’s eligibility for payment processing in accordance with their own underwriting criteria. The Payment Processor and its merchant banks must approve the transactions submitted by or on behalf of Customer. Legalfit cannot assure Customer that it or its transactions will be accepted or approved by the Payment Processor or its merchant banks.
Nothing in the Terms or these Payment Services Terms shall reduce the liability or obligations of Customer under the Processor Agreement. Legalfit may terminate the provisions of the Payment Services to Customer immediately in the event that (i) the Processor Agreement between Customer and the Payment Processor is terminated (or is not executed within a reasonable amount of time after Legalfit accepts the Sales Order providing for Payment Services); (ii) the agreement between Legalfit and the Payment Processor is terminated or expires; or (iii) if any payment network or entity having jurisdiction over Payment Processor indicates that Payment Processor may no longer provide merchant services.
Legalfit will not have direct access or control of Customer’s funds. Transactions will be processed through an ID established by the Payment Processor for Customer that enables Legalfit and the Payment Processor to facilitate such payments (“Merchant ID”). Each Merchant ID will be exclusively for a specific Customer. It is Customer’s responsibility to maintain the confidentiality of Customer’s login credentials. Sharing credentials or a Customer’s Merchant ID for another’s use is strictly prohibited.
The Payment Processor will either receive transaction settlement proceeds in a bank account that it owns and controls or the proceeds will be settled to an account of the Payment Processor’s own processor; in either case, the applicable funds will then be settled to an account designated by Customer to the Payment Processor less the below Payment Services Fees, which will be retained and shared by Legalfit and the Payment Processor.
2. Payment Processing Fees. Customer agrees to pay any and all applicable fees applicable to Payment Services as set forth on the Sales Order. Customer agrees that if Customer is not allowed to charge any Payment Processing Fees from a trust account or any other account managed or maintained by Customer, Customer agrees to pay such fees from other general operating accounts.
3. Compliance with Laws and Applicable Policies.
Customer and Legalfit each agree at all times to comply with all applicable laws, rules and regulations, as well as applicable industry rules including but not limited to those of the Automated Clearing House (“ACH”), and card association rules. Customer agrees to comply with all applicable policies, rules and requirements of the Payment Processor and its applicable merchant banks.
4. Prohibited Persons
All of the following Persons are prohibited from using the Payment Services and Customer represents and warrants that it does not fall into any of the following classes: (i) Persons who appear on the U.S. Department of the Treasury, Office of Foreign Assets Control, Specially Designated Nationals List; (ii) Persons who are less than 18 years of age; (iii) Persons, or their Affiliates who have been previously terminated for cause under a contract with Payment Processor; (iv) Persons who are not both domiciled and resident in the United States; and (v) Persons who solely or primarily provide bankruptcy related legal services to its clients. “Persons” means any individual, corporation (including any not for profit corporation), general or limited partnership, limited liability partnership, joint venture, estate, trust, firm, company (including any limited liability company or joint stock company), association, organization, entity or governmental authority.
5. Limitation of Warranty and Liability for Payment Services
Legalfit makes no representation or warranty on behalf of the Payment Processor. Except as expressly set forth in the Agreement, the Payment Services are provided by Legalfit without representations or warranties of any kind, whether express, implied, by operation of law, or otherwise, including, without limitation, any implied or statutory warranties of merchantability or fitness for particular purpose. In no event shall Legalfit be liable for any indirect, special, punitive, incidental or consequential damages whatsoever of any kind, including without limitation, loss of profits, revenue, data or damages from loss of use or delay, arising out of or in connection with the Payment Services (however arising, under any theory including but not limited to negligence, tort, contract, strict liability or under statute), even if Legalfit has been informed in advance of the possibility of such potential claim, loss or damage. The total aggregate liability of Legalfit for damages for any action related to the Payment Services will in no event exceed the amount of the fees paid to Legalfit in connection with the particular Payment Services transaction giving rise to damages alleged.