THIS AGREEMENT IS MADE PUBLICLY AVAILABLE FOR REFERENCE AND IS INCORPORATED BY REFERENCE INTO ALL INDIVIDUAL PROJECT CONTRACTS EXECUTED WITH BACKBOARD MEDIA LLC. VIEWING THIS DOCUMENT ALONE DOES NOT CREATE ANY LEGAL OBLIGATIONS OR GRANT RIGHTS.
Effective Date: May 12, 2025
This Master Services Agreement (“Agreement”) is issued by Backboard Media LLC, a Wisconsin limited liability company (“Company”), including its registered trademarks RigSide™ and Rescue Photo™. This Agreement outlines the terms under which the Company provides website design, graphic design, digital and social media consulting, photography services, and related services to its Clients.
“Company” means Backboard Media LLC, including trademarks RigSide™ and Rescue Photo™.
“Client” means the entity receiving services defined in a separate Project Contract.
“Services” include website design, graphic design, consulting, photography, and related services detailed in individual Project Contracts.
“Deliverables” mean final work products provided to the Client under a Project Contract.
“Company IP” refers to any intellectual property, including tools, code, designs, graphics, written content, and photography developed by the Company.
“Client Materials” mean content provided by Client for inclusion in Deliverables.
Services and Deliverables provided by the Company are outlined specifically in separate Project Contracts referencing this Agreement. The Project Contract will control if conflicts arise between this Agreement and the Project Contract.
Payments may be milestone-based, hourly, or flat rate, as detailed in Project Contracts. Invoices are due within 15 days of issuance. Late payments incur interest at 1.5% monthly or the maximum permitted by Wisconsin law (Wis. Stat. §138.05). Company reserves the right to suspend or terminate services for nonpayment. Client is responsible for applicable taxes.
Each Project Contract has an initial term of up to 12 months, renewable based on client needs. Either party may terminate with a minimum of 30 days’ written notice. Upon termination, all outstanding payments must be settled immediately. All software licenses and Company IP provided by the Company cease upon termination.
Company retains ownership of all Company IP, including website designs, custom code, graphics, content created by the Company, and photographs unless explicitly transferred in writing. Clients retain ownership rights to content provided by them.
RigSide™ and Rescue Photo™ are registered trademarks of the Company. Unauthorized use or reproduction is prohibited.
Clients are prohibited from reselling, sublicensing, modifying, using Company materials for artificial intelligence training, or using software licenses beyond the active term of a Project Contract.
Company retains the right to publicly display Deliverables unless explicitly restricted in writing by Client.
Both parties agree to maintain strict confidentiality of any non-public information exchanged under this Agreement. Obligations remain in effect indefinitely following termination.
Company complies with applicable privacy laws, including GDPR, regarding data collection and use. Client acknowledges responsibility to maintain compliance with relevant privacy regulations.
Company warrants services will be performed in a professional manner. All deliverables are provided “AS IS,” without additional warranties. Company explicitly disclaims warranties of merchantability and fitness for a particular purpose.
Company’s liability is limited to the total fees paid by Client in the 90 days preceding any claim. Company is not liable for indirect, incidental, or consequential damages.
Client agrees to indemnify, defend, and hold harmless Company against claims arising from Client misuse, infringement by Client-provided materials, or unauthorized use of Deliverables.
Both parties agree not to disparage or negatively comment about the other party or its representatives publicly or privately.
In legal actions arising from this Agreement, the prevailing party will be entitled to recover reasonable attorney fees and costs (Wis. Stat. §814.045).
This Agreement shall be governed exclusively by Wisconsin law. Parties agree first to mediate disputes, and if unresolved, adjudicate exclusively in Dane County Circuit Court, Wisconsin.
Neither party is liable for delays or failures due to uncontrollable events such as natural disasters, strikes, or significant disruptions.
This Agreement represents the entire understanding between parties and supersedes prior communications, proposals, or agreements. Any amendment must be in writing and signed by both parties.
If any provision of this Agreement is held invalid or unenforceable, the remainder remains effective and enforceable.
Company may update this Agreement online. Clients are advised to review the Agreement periodically for updates.