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Master Design/Development Subscription Agreement

This Agreement (the “Agreement”) is made and entered into between:

(1) Block 81, LLC,c a limited liability company incorporated in the State of Oregon with its registered office at 4048 NE 122nd #20411, Portland, OR 97230 (referred to as the “Supplier”); and

(2) The subscriber (referred to as the “Subscriber” or “Client”), who, by subscribing to any of the subscription products offered on the Supplier’s website (https://block81.com), accepts on behalf of their company the terms and conditions set forth in this Agreement.

By subscribing to any of the subscription products offered on the Supplier’s website, or custom offer, the Subscriber acknowledges and agrees that they have read, understood, and accepted the terms of this Agreement on behalf of their company. The Subscriber further represents and warrants that they have the authority to bind their company to this Agreement.

BACKGROUND:

(A) The Supplier offers services in design, development, optimization, and consulting as subscription-based products, detailed on the Supplier's website.

(B) The Client intends to retain the Supplier's services for design, development, optimization, and consulting, under the terms and conditions specified in this Agreement.

1.0 INTERPRETATION

1.1 In this Agreement:

“Charges” means the fees payable by the Client to the Supplier for the Services as set out on the Supplier’s website.

“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

“Services” means the design, development, optimisation and consulting provided by the Supplier to the Client under this Agreement.

1.2 Clause and paragraph headings do not affect the interpretation of this Agreement.

2.0 APPOINTMENT OF SUPPLIER

2.1 The Client appoints the Supplier to provide the Services on the terms and conditions set out in this Agreement.

3.0 SUPPLIER’S OBLIGATIONS

3.1 The Supplier shall use reasonable skill and care in the provision of the Services.

3.2 The Supplier shall provide the Services in accordance with the description set out in Exhibit A.

3.3 The Supplier shall provide the Services on a best-efforts basis.

4.0 CLIENT’S OBLIGATIONS

4.1 The Client shall provide the Supplier with such information and materials as the Supplier reasonably requires to provide the Services.

4.2 The Client shall ensure that all information and materials provided to the Supplier are accurate, complete and not misleading.

4.3 Server Access: The Client recognizes and agrees that, as an integral part of this subscription agreement for website UI/UX design and development services, Supplier requires extensive and appropriate access to the Client's web hosting server and all pertinent databases. This access is crucial to facilitate Supplier’s tasks, which include the meticulous deployment, launch, and seamless integration of the website's design and functional elements. Ensuring such access is a prerequisite for Supplier to deliver the comprehensive services outlined in this agreement, adhering to the highest standards of quality and efficiency.

5.0 CHARGES AND PAYMENT

5.1 The Client is required to prepay the Charges to the Supplier based on the billing cycle of the chosen subscription product, which will either be detailed on the Supplier's website or in any applicable exhibits or attachments to this agreement. Unless otherwise directed, the payment will be due monthly.

5.2 The Client may pay the Charges online through the Supplier’s a method determined acceptable by the Supplier. As an example, Suppliers may choose to accept payment via Stripe or other electronic payment systems.

5.3 If the Client fails to pay any Charges when due, the Supplier may suspend the provision of the Services until payment is made.

5.4 All Charges payable under this Agreement are exclusive of any applicable taxes, which shall be payable by the Client at the rate and in the manner prescribed by law.

5.5 At times Supplier may require an Initial Setup Fee. This fee is defined as the amount the Subscriber must pay to Supplier to initiate the setup of the services on the Client’s system. If the Supplier determines the Client will need implementation services, the Parties agree a charge of an Initial Setup Fee is up to the Supplier’s discretion. If an Initial Setup Fee is required by Supplier, the fee is due upon the signing of this agreement, unless otherwise agreed to by the Parties in writing.

5.6 The Monthly Subscription Fee is due at the beginning of each billing cycle.

5.7 Upon the completion of the additional services, invoices will be generated and must be settled within five (5) days of the invoice. The total due will be included in the next billing cycle. 

6.0 INTELLECTUAL PROPERTY RIGHTS

6.1 The Intellectual Property Rights for any material created by the Supplier in the course of providing the Services shall remain with the Supplier until the Client has completed full payment of the Charges, at which point the rights will transfer to the Client.

6.2 The Supplier grants the Client a non-exclusive, royalty-free, worldwide license to use, reproduce, modify, and distribute any material created by the Supplier in the provision of the Services for the purposes of the Client’s business.

6.3 The Client warrants that any material provided to the Supplier for use in the provision of the Services does not infringe the Intellectual Property Rights of any third party.

6.4 Unless expressly stated otherwise and agreed between the parties in writing the Client grants the Supplier a royalty-free, non-revocable license to showcase the services provided under this Agreement on the Supplier’s portfolio of work and to put and keep a link in the footer of the Client’s website, or other marketing and/or promotional materials, in order to assist the Supplier with their marketing efforts

7.0 CONFIDENTIALITY

7.1 The parties agree to keep confidential any information provided by one party to the other which is marked as confidential or which ought reasonably to be considered as confidential.

7.2 This obligation of confidentiality shall not apply to any information which:

(a) is or becomes public knowledge through no fault of the receiving party;

(b) was already known to the receiving party prior to its disclosure by the other party;

(c) is required to be disclosed by law or regulatory authority; or

(d) is disclosed with the written consent of the other party.

8.0 TERM AND TERMINATION

8.1 This Agreement shall commence on the date of payment or successful checkout through the Supplier’s website and shall continue on monthly basis, as per the selected subscription product, or until terminated in accordance with this clause 8.

8.2 The Client may cancel the subscription or terminate this Agreement by either canceling the subscription through their online account on the Supplier’s website or by providing a written notice of cancellation to Supplier. The cancellation request must be received before the renewal date of the subscription, which may be monthly or quarterly depending on the selected subscription product. Any cancellation made after the renewal date will take effect from the following subscription period. 

8.3 The subscription will continue to renew automatically following its billing cycle, either monthly or quarterly, unless the Client opts to cancel it. Access to the subscription's benefits will persist until the conclusion of the ongoing billing period during which the cancellation notice was submitted, prior to the upcoming renewal. After cancellation, the Client will forfeit all entitlements to the benefits detailed on the specific subscription product's page.

8.4 Once the subscription has renewed, the fee is non-refundable. The Client acknowledges and agrees that no refunds or credits will be provided for any partial or unused periods of the subscription.

8.5 The Supplier reserves the right to terminate this Agreement and suspend or terminate the Client’s access to the design subscription services in the event of a material breach of this Agreement by the Client, including non-payment of the Charges or violation of any applicable laws or regulations.

8.6 Termination of this Agreement shall not affect any rights or remedies of either party that have accrued prior to termination.

9.0 LIMITATION OF LIABILITY

9.1 In the spirit of collaboration and mutual benefit, both parties acknowledge that they will not hold each other accountable for any indirect, incidental, or consequential losses, including but not limited to lost profits, revenue, data, goodwill, or business opportunities that may arise during the course of this Agreement, whether the cause is deemed to be contract-based, tortious (including negligence), a breach of statutory duty, or any other legal theory.

9.2 In recognition of the value of trust and partnership, the Supplier's liability to the Client for any claims arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be thoughtfully capped. This cap is equal to the total amount the Client has paid to the Supplier for the Services in the 12-month period preceding the event that gave rise to the claim, ensuring that the responsibility is proportionate and fair.

9.3 This Agreement does not intend to restrict or negate either party’s accountability for severe matters such as death or personal injury resulting from its negligence, fraudulent misrepresentation, or any other liabilities that the law deems too significant to limit or exclude.

9.4 The Client recognizes and agrees that the Supplier's role may involve the utilization of third-party products, services, or materials in delivering the Services. The Client understands that the Supplier, acting in good faith, cannot accept liability for any issues, discrepancies, or damages that may stem from these third-party resources. The Supplier assures the Client of its commitment to select and use third-party resources with due diligence and care.

10. GENERAL

10.1 This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and negotiations, whether written or oral, between the parties.

10.2 No variation of this Agreement shall be effective unless it is in writing and signed by both parties.

10.3 This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon.

10.4 Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the rules of the American Arbitration Association, which rules are deemed to be incorporated by reference into this clause.

10.5 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.

11. RIGHT TO CURE 

 

11.1 If Client alleges a breach or non-compliance by Supplier with its obligations under this agreement, Supplier shall have the right to cure such alleged breach or non-compliance within a reasonable period following receipt of formal written notice from the Client detailing the nature of the alleged breach or non-compliance.

 

Upon receipt of such notice, Supplier is granted the opportunity to evaluate the validity and accuracy of the alleged breach or non-compliance. This evaluation period shall precede the cure period, allowing the Supplier to determine whether the allegations are indeed accurate and true. The Supplier shall conduct this evaluation promptly and with due diligence.

 

Following the evaluation, the Supplier will provide the Client with written notice of its determination regarding the alleged breach or non-compliance. If the Supplier acknowledges the breach or non-compliance, the cure period will commence from the date of such acknowledgment. The length of the cure period will be determined based on the nature of the breach or non-compliance but is intended to be reasonable to allow for proper rectification. 

 

12. MEDIATION

 

12.1 Subject to the provisions of Section 11 of this agreement, if there is a dispute arising out of or in connection with this agreement, including any question regarding its existence, validity, or termination, the parties agree to seek resolution to the dispute through arbitration before litigation, or any other dispute resolution procedure.

 

The arbitration proceeding shall take place Portland, Oregon. Both parties agree to participate in the arbitration process in good faith and to bear their own costs in the proceedings. The costs of the arbiter and the and the arbitration shall be the responsibility of the prevailing party. 

 

Notwithstanding the above, either party may seek immediate judicial intervention to obtain injunctive relief if such action is necessary to prevent irreparable harm or to preserve the status quo."

 

 

13. FORCE MAJEURE

 

13.1 Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including but not limited to acts of God, natural disasters, pandemics, epidemics, terrorist attacks, civil unrest, war, or military hostilities, national or regional emergencies, strikes or other labor disputes (whether or not relating to either party's workforce), and interruptions or failure of utility services, telecommunications, or digital transmission links.

 

Upon occurrence of any Force Majeure Event, the affected party shall notify the other party as soon as reasonably practicable of the nature and extent of any such Force Majeure Event causing a delay or failure in performance. The affected party shall use all reasonable endeavors to mitigate the effect of the Force Majeure Event on the performance of its obligations under this Agreement, resume performance as soon as reasonably possible, and ensure the continuation of the services provided under this Agreement.

 

If the Force Majeure Event prevails for a continuous period of more than [specify number, e.g., 60] days, either party may terminate this Agreement by giving [specify number, e.g., 14] days' written notice to the other party. All rights and obligations of the parties under this Agreement shall cease upon termination of this Agreement, except that such termination shall not affect the rights of the parties in respect of any breach of the Agreement occurring prior to the occurrence of the Force Majeure Event.

 

The parties acknowledge that the timely completion of the web design UI/UX services provided under this subscription agreement is subject to the provision that there will be no Force Majeure Events preventing the performance of such services. The parties shall use their best efforts to minimize the duration and impact of any Force Majeure Events.

Exhibit A

Scope of Subscription Services

 

This Scope of Services ("SOS") is entered into by and between the Supplier ("Supplier") and the Client ("Client") and is a binding part of the subscription-based Master Services Agreement ("MSA") between the parties. Herein, the Supplier agrees to provide the Client with comprehensive website and UI/UX design, graphic design, development, and maintenance services ("Services"), under the terms and conditions set forth below:

 

Scope of Services:

 

A. Design & Development Services:

 

  • Custom Website and UI/UX Design: Supplier shall conduct an initial assessment phase to gather requirements from the Client, based on which the Supplier will create a bespoke website design and UI/UX strategy that meets the Client's specifications and business objectives. The Supplier will provide mockups and prototypes for Client approval before proceeding to development.

 

  • Front-end and Back-end Development: Supplier commits to developing the website with compatibility across multiple devices and web browsers, adhering to best industry practices for coding, security, and accessibility standards. Development shall include the integration of client-specified plugins and functionalities to meet the operational needs of the website.

 

  • Integration of Plugins and Features: Supplier will install, customize, and integrate necessary plugins and third-party systems as required by the Client to enhance website functionality and user engagement. Supplier shall ensure all integrations comply with relevant data protection and privacy laws.

 

B. Maintenance Services:

 

  • Software and Plugin Updates: Supplier is responsible for regular maintenance and updates to the website's software, plugins, and themes to ensure optimal security and performance. The Supplier shall provide the Client with a maintenance schedule and adhere to best practices to minimize downtime.
  • Data Backup and Security: Supplier will perform regular backups of the website and its data, maintaining comprehensive security measures to protect against data loss, breaches, and other cyber threats. Backup frequency and data recovery protocols will be clearly documented and communicated to the Client.

 

  • Performance Monitoring and Adjustments: Supplier commits to ongoing monitoring of the website's performance metrics, undertaking necessary optimizations to ensure the website's speed, efficiency, and responsiveness meet agreed standards.

 

C. Support Services:

 

  • Technical Support: Supplier will provide dedicated support for resolving technical issues, inquiries, or concerns related to the website. The Supplier will specify support availability hours, response times, and the procedure for issue escalation in the Service Level Agreement (SLA).

 

  • Consultation Services: Supplier will offer strategic advice and recommendations on website management, optimization strategies, and digital best practices to enhance the Client's online presence and performance.

 

The Services provided under this Agreement shall be performed in accordance with the highest professional standards. The Supplier shall act in good faith to fulfill all services as described herein, and the Client agrees to cooperate fully with the Supplier to facilitate the successful completion of the Services. Any modifications to the scope of Services outlined in this Agreement must be made in writing and signed by both parties, indicating their mutual consent to the changes.

 

This Agreement shall be governed by and construed in accordance with the laws of the state of Oregon. Any disputes arising out of or related to this Agreement shall be resolved through arbitration in accordance with the rules of the American Arbitration Association, unless otherwise agreed by both parties.