Master Services Agreement
Effective date: July 1, 2023 (page last revised June 2, 2026)
This page is the canonical Master Services Agreement governing every engagement Digital Face Media performs. All proposals, quotes, Statements of Work, invoices, and orders we issue reference this Agreement. If you’ve signed a proposal or paid an invoice from us, this Agreement is the contract that sits behind it.
Master Consulting Services Agreement
This Master Consulting Services Agreement (“Agreement”) is entered into by and between Digital Face Media, LLC (“Digital Face Media”) and the client accepting, signing, or otherwise engaging Digital Face Media for services (“Client”). This Agreement governs all services provided by Digital Face Media to Client, including any services described in a proposal, quote, Statement of Work (“SOW”), invoice, order, or similar document referencing this Agreement.
By engaging Digital Face Media for services, Client agrees to be bound by this Agreement.
1. Contracting of Services: Let’s Work Together!
(a) Engagement
Client may retain Digital Face Media to provide services described in one or more Statements of Work, proposals, invoices, estimates, or other written service descriptions issued by Digital Face Media and accepted by Client. Each such document will describe the services to be performed, any deliverables, the performance timeline, pricing, and any project-specific payment terms. All such documents are incorporated into and governed by this Agreement unless expressly stated otherwise in writing by Digital Face Media.
(b) Services
When Digital Face Media is performing services for the Client, Digital Face Media shall:
(i) perform the services described in the applicable SOW or related service document;
(ii) devote such productive time, attention, and resources as reasonably necessary to perform the services in a timely and professional manner;
(iii) perform the services using appropriately skilled personnel and suitable tools, systems, and equipment;
(iv) communicate with Client regarding service progress as reasonably appropriate to the engagement;
(v) provide the tools, equipment, and supplies required to perform the services, except where work must be performed on or with Client systems or materials;
(vi) use commercially reasonable efforts to provide services and deliverables in a professional manner consistent with generally accepted industry standards; and
(vii) correct any material nonconformity in deliverables reported by Client within a reasonable time, provided the nonconformity relates to the scope expressly agreed in writing.
(c) Legal Compliance
Digital Face Media shall perform the services in accordance with applicable laws, rules, and regulations relevant to the services being provided.
(d) Client Obligations
Client shall cooperate as reasonably necessary for Digital Face Media to perform the services, including by providing timely approvals, access, content, information, materials, decisions, and feedback. Client shall remain responsible for delays, added costs, or changes in scope caused by Client’s failure to timely provide such cooperation.
2. Term and Termination: You Can Fire Us Anytime Without Gamesmanship
(a) Term
This Agreement becomes effective on the earliest date Client accepts it, signs it, approves a related SOW, pays an invoice, or otherwise engages Digital Face Media for services, and it will remain in effect until terminated in accordance with this Agreement.
(b) Termination
This Agreement or any SOW may be terminated:
(i) by either party upon sixty (60) days’ written notice to the other party;
(ii) by either party for a material breach by the other party, if the breach is not cured within ten (10) days after written notice of the breach; or
(iii) by Digital Face Media immediately, upon written notice, if Client is more than forty-five (45) days late in paying any undisputed amount due under this Agreement or any SOW.
(c) Effect of Termination
Upon termination, Client shall promptly pay Digital Face Media for all services performed, fees earned, expenses incurred, and non-cancelable commitments made through the effective date of termination. Termination does not affect any rights or obligations that accrued before the termination date.
3. Compensation: Pay Your Bills
(a) Terms and Conditions
Client shall pay Digital Face Media in accordance with the pricing and payment terms set forth in the applicable SOW, proposal, invoice, or other written service document. Unless otherwise stated in writing, all amounts are due according to the payment terms stated on the applicable invoice.
(b) Late Payments; Suspension; Termination; Reinstatement
If any undisputed amount owed to Digital Face Media remains unpaid for more than forty-five (45) days after its due date, Digital Face Media may, upon written notice to Client, suspend or terminate all services then being provided to Client under this Agreement or any SOW. This includes, without limitation, project work, support, maintenance, hosting, account administration, consulting, campaign management, production work, platform access, and delivery of work in progress.
If Digital Face Media suspends or terminates services due to Client’s nonpayment, Digital Face Media shall have no obligation to resume work or restore access until Client has paid all past-due amounts in full. In addition, if Digital Face Media has taken such suspension or termination action due to Client being forty-five (45) or more days late on payment, Client must pay a $15,000 reinstatement fee before any services may be reinstated.
Reinstatement is at Digital Face Media’s discretion and may be conditioned on updated payment terms, advance payment, or execution of a new SOW. Suspension or termination for nonpayment is in addition to, and not in limitation of, any other rights or remedies available to Digital Face Media under this Agreement or applicable law.
(c) No Payment in Certain Circumstances
Digital Face Media shall not be required to continue work or deliver services where payment is prohibited by law, where Client has not satisfied its payment obligations, or where services are requested outside the agreed scope, unless otherwise approved in writing.
(d) Expenses
Unless otherwise stated in writing, Digital Face Media is responsible for its ordinary internal business expenses. Client shall reimburse only those project expenses that are expressly approved in writing by Client or expressly included in an applicable SOW, proposal, or invoice.
(e) Taxes
Client is responsible for all sales, use, excise, or similar transaction-based taxes associated with the services, excluding taxes based on Digital Face Media’s net income. Digital Face Media remains solely responsible for its own income taxes, employment-related taxes, and internal business tax obligations.
Now, with all of that stated, if your company is under pressure and we can help, we will. Call us. Email us. Talk to us. We’ve seen rough patches over the past couple of decades, and we would never do anything to make your life harder. We have servant hearts, and we’re on your side.
4. Relationship of the Parties
(a) Independent Contractor
The relationship of the parties is that of independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, franchise, or employment relationship between the parties. Neither party has authority to bind the other except as expressly agreed in writing.
(b) Method of Performance
Digital Face Media has the sole right to control the means, manner, method, sequence, and personnel used to perform the services, subject to any express requirements set forth in the applicable SOW. Digital Face Media may use employees, contractors, or subcontractors in performing the services.
5. Intellectual Property
(a) Client Materials
Client retains ownership of all pre-existing materials, trademarks, logos, content, data, and other intellectual property that Client provides to Digital Face Media (“Client Materials”). Client grants Digital Face Media a limited, non-exclusive license to use Client Materials solely as necessary to perform the services.
(b) Digital Face Media Materials
Digital Face Media retains ownership of its pre-existing materials, tools, know-how, templates, processes, software, workflows, strategies, and other proprietary materials used in performing the services (“DFM Materials”). Unless otherwise expressly stated in a signed writing, no ownership rights in DFM Materials transfer to Client.
(c) Deliverables
Upon full payment of all amounts due, Client will own the final deliverables specifically identified in the applicable SOW as deliverables to be transferred to Client, excluding any DFM Materials, third-party materials, stock assets, licensed tools, platform dependencies, and pre-existing intellectual property of Digital Face Media. To the extent necessary, Digital Face Media grants Client a non-exclusive license to use incorporated DFM Materials solely as part of the final deliverables for Client’s internal business or commercial use.
6. Use of Client Marks
Digital Face Media may use, reproduce, and display Client’s trade names, logos, service marks, and trademarks solely as reasonably necessary to perform the services, unless otherwise agreed in writing. Any goodwill arising from such use shall inure solely to Client. Upon termination of the applicable engagement, Digital Face Media shall discontinue such use except as otherwise permitted in writing or as reasonably necessary for archival or portfolio purposes if approved by Client.
7. Confidential Information
(a) Confidentiality
During the course of the engagement, either party may disclose confidential or proprietary information to the other (“Confidential Information”). The receiving party shall use the other party’s Confidential Information solely for purposes of performing under this Agreement and shall not disclose such information to any third party except to its personnel, contractors, or advisors who have a need to know and are bound by confidentiality obligations.
(b) Exclusions
Confidential Information does not include information that: (i) is or becomes publicly available through no wrongful act of the receiving party; (ii) was already lawfully known to the receiving party without restriction; (iii) is lawfully received from a third party without breach of any confidentiality obligation; or (iv) is independently developed without use of the disclosing party’s Confidential Information.
(c) Duration
Each party shall protect the other party’s Confidential Information during the term of the engagement and for three (3) years thereafter, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law.
(d) Remedies
Because unauthorized disclosure of Confidential Information may cause irreparable harm, the disclosing party may seek injunctive or equitable relief in addition to any other remedies available at law or in equity.
8. Reporting and Communication
Digital Face Media shall communicate with Client’s designated representative or such other contact as Client identifies for the applicable engagement. Client is responsible for designating an authorized decision-maker for approvals, feedback, and project coordination.
9. Other Activities
Nothing in this Agreement prevents Digital Face Media from performing services for other clients, provided doing so does not breach this Agreement or any specific written exclusivity commitment agreed by Digital Face Media.
10. Return of Property
Upon expiration or termination of an engagement, each party shall, upon written request, return or destroy the other party’s Confidential Information and property in its possession, subject to standard backup retention, legal retention requirements, and the right to retain archival copies for legal and compliance purposes.
11. Indemnification
(a) By Digital Face Media
Digital Face Media shall indemnify and hold harmless Client from third-party claims to the extent arising directly from Digital Face Media’s gross negligence, willful misconduct, or material breach of this Agreement.
(b) By Client
Client shall indemnify and hold harmless Digital Face Media and its officers, members, managers, employees, contractors, affiliates, successors, and assigns from third-party claims arising from: (i) Client Materials; (ii) Client’s business operations; (iii) Client’s misuse of deliverables; or (iv) Client’s breach of this Agreement.
12. Force Majeure
Neither party shall be liable for delay or failure in performance caused by events beyond its reasonable control, including fire, flood, earthquake, labor dispute, interruption of utilities or internet services, acts of government, war, terrorism, civil unrest, epidemic, or other force majeure events. The affected party shall use reasonable efforts to mitigate the impact and resume performance as soon as reasonably practicable.
13. Governing Law; Venue
This Agreement is governed by the laws of the State of Washington, without regard to conflict of law rules. Any legal action arising out of or relating to this Agreement shall be brought in the state or federal courts located in Snohomish County, Washington, and each party consents to such jurisdiction and venue. The prevailing party in any action to enforce this Agreement is entitled to recover its reasonable attorneys’ fees and costs.
14. Amendments
No amendment or modification of this Agreement is effective unless in writing and accepted by both parties, except that Digital Face Media may update this website-posted Agreement prospectively by posting a revised version on its website. The version in effect on the date Client engages services shall govern that engagement unless the parties agree otherwise in writing.
15. Assignment and Delegation
Client may not assign this Agreement without Digital Face Media’s prior written consent. Digital Face Media may assign this Agreement to an affiliate or successor in connection with a merger, acquisition, sale of assets, or internal reorganization. Any prohibited assignment is void.
16. Electronic Acceptance
This Agreement and any related SOW, proposal, approval, or other document may be executed or accepted electronically, and such electronic acceptance or signature shall have the same force and effect as an original signature. Client’s acceptance of a proposal, payment of an invoice, clicking acceptance online, or use of services after notice of this Agreement constitutes acceptance of this Agreement.
17. Severability
If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be enforced to the maximum extent permitted by law.
18. Waiver
No waiver of any breach or right under this Agreement is effective unless in writing and signed by the party granting the waiver. A waiver of one breach is not a waiver of any other breach.
19. Entire Agreement
This Agreement, together with any applicable SOWs, proposals, invoices, or other incorporated documents, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous discussions, communications, or agreements relating to that subject matter.
20. Headings
Section headings are for convenience only and do not affect the interpretation of this Agreement.
21. Effectiveness
This Agreement is effective as of the date Client first accepts it, signs it, approves an SOW, pays for services, or otherwise engages Digital Face Media for services.
22. Contact Information
Notices to Digital Face Media under this Agreement shall be sent to the contact information posted by Digital Face Media on its website or in the applicable SOW, proposal, or invoice. Client is responsible for keeping its billing and contact information current.
Digital Face Media, LLC (a brand of RAND Meridian, LLC)
Email: [email protected]
Phone: (321) 488-3330
Website: digitalfacemedia.com