Master Service Agreement
This Master Services Agreement (“Agreement”) is made and entered into by and between PandaDoc, Inc., a Florida Limited Liability Corporation, and the company that has executed a Proposal (hereinafter “Customer”) with Paradise Key Media, LLC. and this Agreement shall govern the Services provided by PandaDoc for the Customer as referenced herein and in such Proposal.
BY EXECUTING A PROPOSAL, CUSTOMER EXPRESSLY ACCEPTS AND AGREES TO THE TERMS OF THIS AGREEMENT AS OF THE DATE SET FORTH IN THE PROPOSAL. IF CUSTOMER IS AN INDIVIDUAL AGREEING TO THE TERMS OF THIS AGREEMENT ON BEHALF OF THE CUSTOMER’S LEGAL ENTITY, CUSTOMER REPRESENTS THAT SUCH INDIVIDUAL HAS THE LEGAL AUTHORITY TO BIND SUCH ENTITY. IF CUSTOMER DOES NOT AGREE WITH THIS AGREEMENT, CUSTOMER MUST NOT EXECUTE THE PROPOSAL.
In consideration of the mutual agreements below, and intending to be legally bound, the parties agree:
1. Scope of Services. This Agreement shall serve as a master agreement between the Parties, which sets forth the basic terms that shall apply to the respective rights and obligations of the Parties during the term of this Agreement. Specific services and rates for such services shall be set forth in a separate Rates and Services Addendum (“Addendum” or “Addendums”), which may be agreed to from time to time between the Parties, and which shall require execution by each party hereto in order to be effective and binding. Each Addendum shall reference this Agreement and shall be governed by the terms and conditions herein. In the event of a conflict between any Addendum and this Agreement, the terms and conditions of this Agreement shall control, unless the Addendum expressly states that the terms and conditions of the Addendum shall control. Specific terms in an Addendum shall not affect any other Addendum under this Agreement without the express written agreement of the Parties.
2. Description of Services. PARADISE KEY MEDIA, LLC provides services to clients by through various forms of emerging technology solutions. In addition, PARADISE KEY MEDIA, LLC, offers an array of related services focused on meeting the digital, educational, and media needs of its clients.
3. Compensation and Payment. The rates for services will be based on the type and number of services requested by CLIENT, and will be specified in the Addendum. Unless otherwise stated in the Addendum, CLIENT shall make payment to PARADISE KEY MEDIA, LLC on a monthly basis, on or before the first calendar day of each month. Any payments not received within seven (7) calendar days of the payment due date shall bear interest at the maximum statutory rate until paid. PARADISE KEY MEDIA, LLC, will electronically invoice CLIENT fourteen (14) days prior to payment due date, however, the failure to or delay of invoicing shall not excuse CLIENT from timely payment requirements, and shall not act as a waiver of the imposition of any interest accrued for late payment. Any and all disputes related to an invoice issued by PARADISE KEY MEDIA, LLC, must be made within ten (10) calendar days of the payment due date for the invoice. Failure to dispute an invoice within such period shall serve as a complete, final, and total waiver of any dispute as to the performance of services on the part of PARADISE KEY MEDIA, LLC, for the prior billing cycle.
4. Term and Period of Performance. This Agreement shall commence immediately upon execution of the first Addendum hereto, and, unless terminated earlier pursuant to Section 5 below or by mutual written agreement between the Parties, shall continue in full force and effect thereafter until satisfactory completion of the services provided for in this Agreement and all Addendums hereto is achieved.
5. Termination. This Agreement, along with any Addendums, may be unilaterally terminated in any of the following manners:
(a) Termination for Cause: If either party believes that the other party has failed in any material respect to perform its obligations under this Agreement or its Addendums, then that party may provide notice to the other party describing the alleged failure in reasonable detail. If the alleged failure relates to a failure to pay any sum due and owing under this Agreement, the breaching party shall have fifteen (15) business days after notice of such failure to cure the breach. If the breaching party fails to cure within the specified time, then the non-breaching party may immediately terminate this Agreement for cause by providing notice to the breaching party. With respect to all other defaults, if the breaching party does not, within thirty (30) calendar days after receiving such written notice, either: (a) cure the material failure, or (b) if the breach is not one that can reasonably be cured within thirty (30) calendar days, then the non-breaching party may terminate this Agreement, in whole or in part, for cause by providing notice to the breaching party.
(b) Termination for Bankruptcy: Either party shall have the immediate right to terminate this Agreement, by providing written notice to the other party, in the event: (i) the other party enters into receivership or is the subject of a voluntary or involuntary bankruptcy proceeding, or makes an assignment for the benefit of creditors; or (ii) a substantial part of the other party's property becomes subject to any levy, seizure, assignment or sale for or by any creditor or government agency.
(c) Payments Due: The termination of this Agreement shall not release either party from its obligation to make payment of any and all amounts then or thereafter due or payable.
(d) Continuation of Services: PARADISE KEY MEDIA, LLC will continue to perform Services during the notice period unless otherwise mutually agreed upon between the Parties in writing. In the event that CLIENT provides notice of termination and directs PARADISE KEY MEDIA, LLC not to perform the services during the notice period, CLIENT agrees to pay PARADISE KEY MEDIA, LLC, an amount equal to the amount normally due to PARADISE KEY MEDIA, LLC, for the notice period. Upon termination by either party, CLIENT will pay PARADISE KEY MEDIA, LLC, for all services performed and charges and expenses reasonably incurred by PARADISE KEY MEDIA, LLC, in connection with the services provided under this Agreement and any Addendums through the date of termination.
6. Notice. Any and all notices provided for in this Agreement shall be sent electronically in writing to the contact persons for each party. Each party agrees to appoint responsible contact persons in order to ensure that the relevant contractual obligations are timely performed in accordance with this Agreement. Such contact persons may be changed by the Parties by sending notice thereof to the other party.
7. Digital Materials and Content. CLIENT shall be responsible for the content provided for use in performing the services hereunder and agrees to indemnify and hold harmless PARADISE KEY MEDIA, LLC, from any and all claims, suits, actions, demands, or liabilities of any kind related to the content it places with PARADISE KEY MEDIA, LLC. CLIENT shall retain all rights in their digital and video content, marks and symbols.
8. Force Majeure. PARADISE KEY MEDIA, LLC, shall not be liable to the CLIENT for non-performance or delay in performance of any of its obligations under this Agreement and any Addendum(s) hereto due to acts of God, war, civil commotion, embargo, strikes, fire, theft, delay in delivery of services of sub-contractors or sub-suppliers, shortage of labor or materials, compliance with any regulation or directive of any national, state or local government, or any department or agency thereof, epidemic, hurricane, earthquake or any other similar unforeseen event (whether or not similar in nature to those specified) which are outside the reasonable control of PARADISE KEY MEDIA, LLC,.
9. Governing Law. This Agreement shall be construed, interpreted and governed exclusively by and pursuant to the laws of the State of Florida, without reference to any conflicts-of-laws rules or principles that may or would require the application of the law of any other jurisdiction.
10. Venue. The Parties agree that any controversy, disagreement, claim, dispute or other proceeding between them which relates to or arises out of this Agreement, or which is otherwise related in any manner to the relationship between the Parties, shall be subject to the exclusive jurisdiction and venue of the United States District Court for the Southern District of Florida located in Miami-Dade County, Florida, or, in the event that such Federal Court does not have subject matter jurisdiction over such proceeding, in the courts of the State of Florida located in Miami-Dade County, Florida.
11. Default. In the event of any lawsuit, litigation, proceeding or action (collectively, “Action”) necessitated by a party’s default with respect to its obligations under this Agreement, the prevailing party shall be reimbursed by the other party for all costs and expenses incurred in connection with the Action, including, but not limited to, reasonable attorneys’ fees at any hearing or trial and on appeal.
12. Arbitration. Any controversy or claim arising out of or related to this Agreement or breach of this Agreement will be settled by binding arbitration, in Miami, Florida, under the auspices of the Judicial Arbitration and Mediation Service (“JAMS”). The arbitration will be conducted by a single arbitrator under JAMS Streamlined Arbitration Rules. The decision and award of the arbitrator will be final and binding and any award may be entered in any court having jurisdiction. The prevailing party in any such arbitration shall be entitled to an award of reasonable attorney’s fees and costs in addition to any other relief granted.
13. Severability. If at any time, any provision hereof is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, the legality, validity or enforceability of the remaining provisions shall in no way be affected or impaired thereby. The invalid provision shall be replaced by a valid one which achieves to the extent possible the original purpose and commercial goal of the invalid provision.
14. Indemnification. CLIENT agrees to indemnify, defend and hold PARADISE KEY MEDIA, LLC,, its parents, affiliates, subsidiaries, principals, officers, and agents, harmless against any claims, suits, actions, or demands (including but not limited to any damages, reasonable attorneys’ fees and costs) arising out of allegations that CLIENT’s advertising content or the use of such advertising content in or in connection with the services provided hereunder infringe upon any intellectual property right of any third party. CLIENT also agrees to indemnify, defend, and hold PARADISE KEY MEDIA, LLC,, its parents, affiliates, subsidiaries, principals, officers, and agents, harmless against any claims, suits, actions, or demands (including but not limited to any damages, reasonable attorneys’ fees and costs) based on damage caused to property or based on injury and/or death of persons, including for product liability, arising out of any unlawful, willful, negligent or reckless acts or omissions by CLIENT.
15. Remedies and Waivers. No failure to exercise, nor any delay in exercising, on the part of either party, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy.
16. Assignment. This agreement shall not be assignable by either party, in whole or in part, without the written consent of the other party, which consent shall not be unreasonably withheld or denied.
17. Construction and Interpretation. The rule requiring construction or interpretation against the drafter is waived. This Agreement and all Addendums hereto shall be deemed as if they were drafted by both Parties in a mutual effort. The CLIENT agrees and acknowledges that PARADISE KEY MEDIA, LLC, may reasonably use portions of the content in portfolios. Further, the content may display the Company’s name and logo on its website as a party with whom Paradise Key Media, LLC, has worked.
18. Entire Agreement. This Agreement and the Addendum(s) hereto form the entire agreement between the Parties relating to the subject matter hereof. Except as otherwise agreed in this Agreement, all amendments and modifications to this Agreement shall be made by a written document executed by both Parties.
19. Facsimile/Scanned Signature. This Agreement and the Addendum(s) may be executed in counterparts and by facsimile signature or signature that is scanned and transmitted by e-mail; such forms of signature shall be deemed to be original and fully binding.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives.