Proposal and Services Agreement
Thank you for considering our “Get Your Tech List Done Monthly” package. We are excited to partner with you and contribute to your business’s growth by continuously addressing your technological needs. Our service is designed to ensure your systems and strategies are always leading-edge, adaptable, and scalable.
By selecting a package and proceeding with payment, you agree to the details as outlined in this services agreement, and enter into a legally binding agreement with Art with Alex, LLC DBA Mountain Cane Media.
Service Overview
This monthly retainer service is crafted to provide ongoing, expert support to tackle your top tech priorities. By understanding your business goals and technological landscape, we deliver custom solutions that enhance productivity, streamline processes, and ensure a robust online presence.
Deliverables
Deliverables will be determined by the tasks you submit and the tech credits you’ve selected. Each credit represents the completion of a specific task, ensuring a tailored fit for your business’s specific needs and goals. The focus is on the end result rather than the time spent completing each task.
Packages:
- 5 Tech Credits: $700/month
- 12 Tech Credits: $1200/month
Tasks are handled in the sequence they are received, with regular updates provided every three to five (business) days. If you run out of credits, you can purchase additional credits or wait for your subscription to renew. A 3-month minimum commitment is required to ensure optimal results.
The Definition of a Task
A task within the “Get Your Tech List Done” package is any specific action or project submitted by the Client for completion. Due to the complexity of certain requests, a task may need to be broken down into smaller, actionable subtasks. In such cases, a task is defined as one primary action accompanied by up to three related subtasks necessary for the successful completion of that action.
One task and its three subtasks together equal one tech credit. If additional steps are required beyond these three subtasks, they will be considered a separate, new task and handled accordingly within the task queue. This ensures that comprehensive projects are completed efficiently and within the established framework.
Inclusions: Depending on the chosen tier, services may include email campaign management, marketing automation, funnel setup support, software integration, website maintenance, tech issue resolution, and personalized video support.
Timeline of Services: Services are continuous and monthly, beginning upon the first payment and recurring every month thereafter.
Scope of Services Limitation and Task Handling:
The Service Provider is committed to delivering high-quality services within the scope defined in the Support Tiers. However, there may be instances where a Client’s request exceeds the Service Provider’s current capabilities, expertise, or falls outside the agreed-upon scope of services. In such cases, the Service Provider is not obligated to perform these tasks.
Handling Out-of-Scope Requests:
- Assessment: Upon receiving a request for a task considered out of scope, the Service Provider will promptly assess the request and determine its feasibility within the current service framework.
- Communication: The Service Provider will communicate clearly and promptly to the Client if the requested task is beyond the scope of services, including an explanation of why the task cannot be undertaken.
- Referral or Alternative Solutions: Whenever possible, the Service Provider will strive to provide the Client with referrals to trusted professionals or alternative solutions that can address the request. This referral does not constitute an endorsement or guarantee of the third party’s services.
- Subcontracting Consideration: If the Service Provider considers the possibility of subcontracting to fulfill the request, this will only proceed with the Client’s consent and under terms that ensure quality, confidentiality, and liability standards are maintained.
- Amendment or Future Services: If the Client wishes to expand the scope of services to include new tasks or projects not originally outlined in this Agreement, both parties must mutually agree to the changes. An amended agreement will be drafted to reflect the updated scope, deliverables, and any additional fees. All modifications will require approval in writing from both the Client and the Service Provider before implementation.
Client Acknowledgment: The Client acknowledges that not all requests can be fulfilled by the Service Provider and agrees to the limitations as stated. The Client understands that the Service Provider’s refusal to undertake tasks outside the agreed scope is in the interest of maintaining quality and adherence to the Service Provider’s core competencies.
Terms of Payment
Payments are required monthly, and the fee is based on the selected package. Payments can be made via credit card (PayPal or Stripe).
Client Ownership
The Client retains full ownership of all digital content and data provided to or created specifically for them during the execution of tasks.
Service Provider Acknowledgement
While the Client owns their content, any processes, systems, strategies, or proprietary methods developed or implemented by the Service Provider remain the intellectual property of the Service Provider. This includes any workflows, automation, instructional videos, or frameworks designed or brought to the project by the Service Provider. The Client is granted a limited license to use these processes and systems for their business but may not resell, distribute, or claim ownership of them. The Service Provider explicitly retains all rights to their intellectual property.
Limited Role of Service Provider
The Service Provider’s role is strictly to deliver the tech tasks as requested by the Client and provide advisory services. The Service Provider makes no claim to ownership or control over the Client’s content, but any proprietary systems, strategies, or processes introduced by the Service Provider are protected and remain their property.
Definition of Content
For this project, “content” includes, but is not limited to, data within the audited software systems, digital assets, documents, spreadsheets, presentations, digital images, graphics, and design elements related to the Client’s business.
Communication and Cooperation
For the successful execution of this Agreement, the Client agrees to maintain open communication and collaborate effectively with the Service Provider. Timely responses and cooperation are essential to ensuring smooth progress on all tasks.
Adherence to Timeline
Once a new task is added to the queue, the Service Provider will review it to ensure it falls within the scope of the “Get Your Tech List Done” framework. After confirming feasibility with the Client, the Service Provider will initiate a tentative timeline for completion. Typically, most tasks will be completed within 10 business days. However, for more comprehensive tasks that may require additional time, the Service Provider will communicate a revised timeline, ensuring the Client has clear expectations regarding completion.
The 10-business-day target timeline assumes the Client provides all necessary information, software access, and materials promptly. Delays in providing these essentials may extend the completion date. Tasks are handled in the order they are received, ensuring each task is completed before moving on to the next, while maintaining focus and quality of work.
If delays are caused by the Client’s failure to provide the required materials, the projected completion date will be adjusted accordingly. Significant delays may result in the task being marked as “blocked” until the outstanding issues are resolved, pausing the 10-business-day timeline until the blockage is cleared.
Handling Extended Timelines:
In the event that a task cannot be completed within the tentative 10-business-day timeline, the Service Provider will notify the Client as soon as possible, outlining the reasons for the delay and proposing a revised completion date. The revised timeline will be mutually agreed upon, ensuring the Client has clear expectations of when the work will be finished. Regular progress updates will continue throughout the extended period to maintain transparency.
Consequences of Non-Cooperation
Should the Client’s lack of cooperation significantly impact the project or the Service Provider’s ability to fulfill their obligations, the Service Provider reserves the right to terminate the Agreement. In such cases, no refund will be issued for services already rendered. If the Client wishes to resume the project after termination due to delays, a new agreement and quote will be required to proceed.
Approval of Content Accuracy: The Client is responsible for thoroughly reviewing and approving the accuracy of all content and assignments produced by the Service Provider. This includes checking spelling, content, and technical specifications. The Service Provider will not be liable for errors or omissions in content once approved, implemented, delivered to third parties, or submitted for printing or publication by the Client.
Compliance with Laws and Standards: The Client must ensure that all information and claims provided to the Service Provider are accurate, legally compliant, and in line with industry standards.
Coordination of Necessary Parties: The Client, or a designated representative, is responsible for coordinating decision-making and cooperation among all parties necessary for the project’s success.
Notification of Non-Conformity
If the Client notifies the Service Provider that the delivered services or tasks do not align with the agreed-upon project specifications as outlined in this Agreement, the Service Provider will have the opportunity to rectify or correct the work.
Revision Allowance
The Service Provider will provide up to two revisions for each task if the initial deliverable does not meet the agreed-upon specifications. These revisions are intended to correct objective deviations from the original project scope. Any further revisions beyond this allowance will be treated as a new task, requiring the submission of a new request and potentially additional fees.
Scope of Cure
The right to cure applies only to deviations from mutually agreed-upon and objective project specifications. Revision requests that are based on subjective preferences or previously uncommunicated requirements are excluded from this provision. In such cases, a new task must be submitted and approved by the Service Provider.
Billing for Additional Revisions
Any revision requests that fall outside the original scope or exceed the two included revisions will be considered a new project or task and billed accordingly, based on the terms of this Agreement.
Nature of Relationship:
This Agreement establishes a relationship where the Service Provider acts solely as an independent contractor. It is not to be construed as an employment agreement. At no point shall this Agreement be interpreted as establishing an employer-employee, partnership, agency, or joint venture relationship between the Service Provider and the Client.
Authority Limitations:
The Service Provider does not possess the authority to enter into any binding agreements on behalf of the Client, nor shall they represent themselves as having such authority.
Benefits and Entitlements:
As an independent contractor, the Service Provider is not eligible for any employee benefits from the Client.
Freedom to provide services elsewhere
This Agreement does not restrict Service Provider from providing services to other clients.
Provision of Tools and Resources
The Service Provider will supply all necessary equipment, materials, supplies, and tools required to complete the work as outlined in this Agreement. However, if the project requires access to Client-specific software, tools, or proprietary systems, it is the Client’s responsibility to provide access or licenses. The Service Provider will notify the Client promptly if any additional resources are needed to complete the task effectively.
Client’s Software Access: The Client will provide the Service Provider with access to any relevant software or systems. This access is granted explicitly for the purpose of conducting services requested by the Client in their task request form.
Data Integrity and Backups: The Service Provider commits to maintaining the integrity of the Client’s data. Appropriate backup procedures will be implemented by the Service Provider before making any changes, where feasible. The Service Provider is not liable for issues arising from backup restore failures or any related data loss.
Service Providers Agents:
Service Provider is permitted to engage the services of third-party service providers to execute its obligations under this Agreement. This permission in no way alters Service Provider’s responsibility to comply with any and all provisions contained in this Agreement.
Confidentiality:
Service Provider will not disclose the details of any assignment or work commissioned by Client or any proprietary information belonging to Client that Service Provider obtains or learns during the duration of this Agreement to any third-parties without the express written permission of Client.
Client agrees not to disclose any proprietary information, confidential information, or trade secrets relating to Service Provider’s services including methods and procedures.
These mutual obligations shall terminate if the confidential information becomes public or loses its status as confidential through no fault of the receiving party.
Accreditations and Promotions:
Client gives Service Provider permission to use Client’s name and a brief description of Service Provider’s services rendered to Client in its marketing materials and business development efforts.
Security:
While Service Provider shall take all reasonable precautions to protect the security of the information Client provides to Service Provider, Client acknowledges the risk of transmitting data electronically and Client transmits such data at Client’s own risk.
Service Provider shall also take all reasonable precautions to protect the security of Client’s property that is entrusted to Service Provider. Service Provider is not responsible for any unauthorized use, loss, damage, or destruction of such property committed by third parties.
Client’s Tax Obligations: The Client is responsible for any applicable sales or use taxes related to the services provided, even if these taxes are assessed after the completion of the project or the term of this Agreement.
Service Provider’s Tax Obligations: As an independent contractor, the Service Provider is solely responsible for paying all applicable withholding and other taxes imposed by law. The Client will not withhold or pay income taxes, payroll taxes, or similar levies on behalf of the Service Provider.
Indemnification: The Service Provider agrees to indemnify and hold the Client harmless from any tax liabilities, including penalties and interest, that may arise due to the Service Provider’s failure to fulfill their tax obligations.
Termination of Agreement
Grounds for Termination:
Either party may terminate this Agreement if the other party breaches any obligations outlined in this Agreement. If the Client breaches the Agreement by failing to fulfill their responsibilities, the Service Provider reserves the right to terminate the Agreement with immediate effect.
Consequences for Client’s Breach:
In the event of termination due to the Client’s breach, no refund will be issued for payments made towards the project. Should the Client wish to resume the project after termination due to delays or breaches, a new agreement and quote will be required.
Termination for Breach by Service Provider:
If the Service Provider fails to meet the obligations set forth in this Agreement, the Client reserves the right to terminate the Agreement immediately. While the Agreement may be terminated, fees paid for the current monthly period are non-refundable, as they compensate for services rendered or allocated up to the point of termination.
Contract Length & Flexibility
Three-Month Initial Commitment:
This Agreement begins with a three-month commitment period, during which both parties engage in the active provision and use of services. This period is essential for establishing and optimizing the Client’s tech setup according to their unique business needs.
Month-to-Month Service Post-Commitment:
After the initial three-month period, the Agreement transitions to a month-to-month arrangement, allowing the Client to continue or conclude services as needed.
Cancellation:
After the initial three-month commitment, the Client may cancel this Agreement by providing a 30-day notice prior to the next billing cycle. The cancellation will take effect at the end of the billing period following the 30-day notice. No refunds will be issued for the current billing cycle or any unused credits.
Pause Service:
Clients may opt to pause their services after the initial three-month commitment. The service can be paused for a minimum of one month and a maximum of 6 months at a nominal fee of $19/month, which maintains the account and preserves client data and settings. The pause feature is intended for temporary suspension and not intermittent use. Clients wishing to pause services must notify Mountain Cane Media at least 30 business days before their next billing cycle. Upon reactivation, clients must provide at least 15 business days’ notice.
Eligibility & Conditions for Pausing:
- The pause option is available only to clients in good standing with no outstanding balances.
- The pause feature can only be utilized once every 6 months to maintain the integrity of the service agreement.
- All client data and settings will be preserved during the pause period, and a smooth transition will be ensured for when services resume.
- If the service is paused for the maximum duration of 6 months, the subscription will automatically cancel. Rejoining after such cancellation will require a new agreement at the current rate.
- Clients will not have access to regular service features, including tech support, during the pause, and any ongoing projects will be on hold.
- Clients must communicate any changes to their subscription or intent to pause/reactivate through the official channels provided by Mountain Cane Media.
Declaration by Service Provider:
Service Provider declares that Service Provider has complied with all Federal, State and local laws regarding any required business licenses, permits, or insurance to perform the services outlined under this Agreement.
Force Majure:
In no event shall Service Provider, its directors, officers, employees, agents, or affiliates be liable for any delay or failure to fulfill its obligations to Client under this Agreement if the delay or failure is caused by forces beyond its reasonable control, including without limitation natural and nuclear disasters, fire, flood, riot, war (declared and undeclared), acts of terrorism, revolution, embargoes, strikes, work stoppages, civil or military disturbances, loss of communication or computer services, or acts of God. In any such event, Service Provider shall be relieved of any and all obligations under this Agreement during the applicable Force Majeure and resume performance of its obligations under this Agreement as soon as reasonably practicable.
Limited Liability and Indemnification:
‘As Is’ Condition of Services and Work Product: The Service Provider’s services and work product are provided “as is” without any warranties.
Exclusion of Certain Damages: Neither the Service Provider, nor its directors, officers, employees, agents, or affiliates, will be liable for any indirect, special, incidental, punitive, or consequential damages. This includes, but is not limited to, loss of profits, goodwill, data, or business disruption, arising from or related to the Service Provider’s services or work product.
Advice of Potential Damages: This limitation applies even if the Service Provider and its representatives have been advised of the possibility of such damages.
Cap on Liability: The maximum liability of the Service Provider, including its directors, officers, employees, agents, and affiliates, to the Client for any cause of action, whether in contract, tort (including negligence), or otherwise, is strictly limited to the total fees paid by the Client to the Service Provider under this Agreement.
Content Rights Assurance: The Client is responsible for ensuring they possess the necessary rights to all content provided to the Service Provider.
Indemnification for Infringement Claims: The Client agrees to indemnify and hold the Service Provider harmless against any liability, damages, or expenses arising from claims of copyright or trademark infringement related to the Client’s content. This indemnification includes protection for the Service Provider against any accusations of infringement made by third parties.
Liability for Client’s Actions: The Client also agrees to indemnify and hold the Service Provider harmless from any losses, damages, expenses, liabilities, legal actions, or claims incurred by third parties. These may arise due to the Client’s:
- Performance or non-performance of their obligations under this Agreement.
- Violation or failure to comply with applicable laws related to the terms of this Agreement.
Governing Law, Entire Agreement/Severability, and Acknowledgement
This Agreement is governed by the laws of Virginia as if it was executed and wholly performed there. The state and federal courts located in Virginia will have exclusive jurisdiction over any case or controversy arising from or relating to this Agreement. Client hereby unconditionally and irrevocably consents to the personal and subject matter jurisdiction of the federal and state courts of the State of Virginia for purposes of any claim or action arising out of or relating to this Agreement.
Client and Service Provider agree that this Agreement represents the entire agreement between Client and Service Provider, besides additional specific project details expressly and mutually agreed upon by the Parties in writing. No other agreement, promise, or statement made on or before the Effective Date of this Agreement shall be binding on the Parties. This Agreement may be modified only in writing that is signed by both Parties.
The Parties also agree that if a court determines a provision of this Agreement is unenforceable, the remainder of that provision and the rest of the Agreement shall be severable and will remain in effect.
Client acknowledges that they have read this entire Agreement prior to entering into this Agreement. Client has the right to have this Agreement reviewed by an attorney.
Automatic Termination Clause:
Unless earlier terminated under the provisions of Section 16 (Termination of Agreement), this Agreement shall automatically terminate 6 months from the Effective Date of this Agreement. Following this period, any continuation of services by the Service Provider will require a new or extended agreement.