This Master Services Agreement (“Agreement”) governs the provision of services by Night Radiant LLC (“Provider”) to any client (“Client”) who engages Provider for services through a proposal, statement of work, order form, or similar agreement (“Proposal”).
By approving a Proposal or otherwise engaging Provider’s services, Client agrees to be bound by this Agreement.
1. Relationship of the Parties
Provider is an independent contractor and not an employee, partner, or joint venturer of Client. Nothing in this Agreement creates any agency, partnership, or fiduciary relationship between the parties.
Provider retains sole discretion over the method, manner, and means of performing services, subject to the scope and terms agreed in the applicable Proposal.
2. Services and Scope
All services provided by Provider are defined exclusively by an approved Proposal. Each Proposal incorporates this Agreement by reference.
Services not expressly included in a Proposal are outside the scope of this Agreement and are not owed by Provider.
Client acknowledges that services may involve third-party platforms, software, hosting providers, or tools not owned or controlled by Provider.
3. Client Responsibilities
Client agrees to:
- Provide timely access to systems, accounts, credentials, and materials reasonably required to perform the services
- Deliver content, assets, approvals, and feedback in accordance with agreed timelines
- Designate a primary decision maker with authority to approve work and make binding decisions
Provider is not responsible for delays, errors, or issues resulting from Client’s failure to meet these responsibilities.
Project timelines are estimates and depend on Client responsiveness and cooperation.
4. Change Requests and Out-of-Scope Work
Requests for services outside the agreed scope must be approved in writing before work begins. Approved changes may result in additional fees, revised timelines, or both.
Provider is under no obligation to perform additional work without an approved change request.
5. Fees and Payment
Fees and payment schedules are defined in the applicable Proposal.
Invoices are due as stated in the Proposal. Provider may suspend services for non-payment without liability.
Late payments may result in paused work, delayed delivery, or termination of services.
6. Intellectual Property
Unless otherwise stated in a Proposal:
- Upon full payment, Client receives ownership of the final website deliverables specifically created for Client under the Proposal
- Provider retains ownership of all pre-existing materials, tools, frameworks, templates, code libraries, and processes
- Provider may reuse non-confidential elements, techniques, and general knowledge gained during the engagement
Client represents that any materials provided to Provider do not infringe third-party rights and grants Provider a license to use such materials solely for performing services.
7. Hosting, Maintenance, and Third-Party Services
Unless expressly included in a Proposal, Provider does not provide ongoing hosting, maintenance, updates, backups, or security monitoring after project completion.
Services may rely on third-party platforms, software, hosting providers, or vendors. Provider is not responsible for outages, failures, security incidents, pricing changes, or feature changes caused by third parties.
Client acknowledges that software, plugins, and platforms evolve over time and may require ongoing maintenance under a separate agreement.
8. Warranties and Disclaimers
Provider warrants that services will be performed in a professional and workmanlike manner.
Except as expressly stated, services are provided “as is” without warranties of any kind, including implied warranties of merchantability, fitness for a particular purpose, or non-infringement.
Provider does not guarantee business results, rankings, conversions, revenue, uptime, or security outcomes.
9. Limitation of Liability
To the maximum extent permitted by law:
- Provider’s total liability arising out of or related to this Agreement shall not exceed the fees paid by Client to Provider in the six months preceding the claim
- Provider shall not be liable for indirect, incidental, consequential, special, or punitive damages
This limitation applies regardless of the legal theory asserted.
10. Termination
Either party may terminate an engagement as provided in the applicable Proposal or upon written notice if the other party materially breaches this Agreement and fails to cure the breach within a reasonable time.
Upon termination:
- All outstanding fees become immediately due
- Provider may retain work product until payment is received
- Client remains responsible for third-party costs incurred
11. Confidentiality
Each party agrees to keep confidential any non-public information disclosed by the other party and to use such information solely for purposes of performing under this Agreement.
This obligation does not apply to information that is publicly available, independently developed, or rightfully obtained from another source.
12. Governing Law and Dispute Resolution
This Agreement is governed by the laws of the state of Utah, without regard to conflict of law principles.
Any disputes arising under this Agreement shall be resolved exclusively in the state or federal courts located in Iron County Utah, unless otherwise agreed in writing.
13. Entire Agreement and Modifications
This Agreement, together with any applicable Proposal, constitutes the entire agreement between the parties regarding the services.
In the event of a conflict, the Proposal controls for that specific engagement.
Provider may update this Agreement from time to time by posting a revised version on its website. Updated terms apply prospectively and do not retroactively alter existing engagements.
14. Severability
If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
15. Contact Information
Questions regarding this Agreement may be directed to:
Night Radiant LLC
[email protected]
nightradiant.com