Public Master Services Agreement (Web & Digital)

This Public Master Services Agreement (“MSA”) governs all web and digital services provided by Backboard Media LLC, a Wisconsin limited liability company (“Backboard”), to its clients. This MSA is incorporated by reference into any written project agreement executed by Backboard and a client (“Client”). This MSA is not binding unless and until incorporated into a signed agreement.

1. Scope of Services. Backboard provides professional web development, digital strategy, graphic design, consulting, and related creative services (“Services”) as described in a written project agreement (“Project Agreement”). Backboard acts solely as a developer and consultant. Backboard does not provide web hosting, domain registration, email services, or ongoing infrastructure management unless expressly stated in a signed agreement.
   
2. Client Responsibilities. Client is solely responsible for all hosting providers, domain registration, DNS configuration, email services, content accuracy, legal compliance, and ongoing operation of any website or digital property. Client is responsible for maintaining all third-party accounts, licenses, and subscriptions required to operate its systems.
   
3. Third-Party Services. Services may rely on third-party platforms, plugins, or tools. Backboard makes no warranties regarding the availability, security, or performance of third-party services and is not responsible for failures, outages, breaches, or changes caused by third parties.
   
4. Intellectual Property.
   • 4.1 Work Product Ownership. Backboard shall own the work product of the Services (“Work Product”).  Upon payment in full of the corresponding Services, Backboard hereby assigns the rights Backboard has in the Work Product to Client. The provisions of this Section 4 notwithstanding, Backboard retains ownership of all proprietary tools, templates, methods, workflows, software licenses, and underlying frameworks developed prior to or not directly in connection with the Services (“Backboard IP”).
   • 4.2 Licenses. After any transfer or assignment of any rights in the Work Product from Backboard to Client, Client shall provide a license for such Work Product to Backboard for Backboard’s portfolio and marketing purposes. Client shall receive a limited license in the Backboard IP to use Work Product, subject to payment and compliance with this MSA.
   • 4.3 Representations and Warranties. Client hereby represents and warrants: (i) Client either owns or is properly licensed or authorized to use any material, such as images, logos, written text, or videos, which Client provides to Backboard for the purposes of the Services and (ii) Client has obtained the proper written consent from each individual subject to be included or potentially included in any Work Product and shall make record of such written consent available upon the written consent of Backboard.
     
5. Confidentiality. Each party (“Receiving Party”) may receive Confidential Information of the other party (“Disclosing Party”). The Receiving Party hereby agrees not to disclose any Confidential Information without the written consent of the Disclosing Party. “Confidential Information” means any personnel, business, technical, and financial information of the Disclosing Party or its clients, employees, agents, officers, or affiliates which Receiving Party knows or should know to be confidential, subject to the Wisconsin Public Records Law as specified in Chapter 19 of the Wisconsin Statutes. In the case of Backboard as Disclosing Party, “Confidential Information” includes all server-side or backend technical work product created by Backboard in connection with the Services. The previous sentence notwithstanding, Confidential Information excludes any information which: (i) the recipient can demonstrate in writing to be rightfully known to Receiving Party at the time it received the information; (ii) has become publicly known through no wrongful act of the Receiving Party; (iii) Receiving Party can demonstrate in writing to have been rightfully received by Receiving Party from a third party authorized to make such communication without restriction; or (iv) has been approved for release by written authorization of the Disclosing Party. If Client is compelled to disclose any Confidential Information under the Wisconsin Public Records Law, Client shall provide Backboard with at least ten (10) days’ written notice of such compelled disclosure.
   
6. Payment Terms. Fees, deposits, and payment timing are set forth in the applicable Project Agreement. Late payments may incur a finance charge of 1.5% per month or the maximum allowed by law. Backboard may suspend services for nonpayment after a fifteen (15) day cure period following written notice.
   
7. Termination. Either party may terminate this MSA or any Project Agreement upon thirty (30) days’ written notice to the other party. If either party breaches the MSA or a Project Agreement, the non-breaching party may terminate this MSA and the Project Agreement upon five (5) days’ written notice to the breaching party, if the breaching party fails to cure the breach within the same period of five (5) days. Upon termination, all licenses granted to Client are immediately suspended for nonpayment or breach. Backboard has no obligation to continue Services after termination.
   
8. Indemnification. Client shall defend, indemnify, and hold harmless Backboard from any claims, damages, losses, or expenses arising from Client-provided content; Client’s collection or use of data; Client’s website operations; Client’s breach of this MSA or any violation of its representations or warranties; any negligent, reckless or willful misconduct of Client; or Client’s violation of law.
   
9. Limitation of Liability. To the maximum extent permitted by law, Backboard’s total liability arising out of or related to the Services shall not exceed the fees paid by Client to Backboard in the six (6) months preceding the event giving rise to the claim.
   
10. Exclusion of Damages. In no event shall Backboard be liable for any indirect, incidental, consequential, special, or punitive damages, including loss of revenue, data, reputation, or anticipated savings, even if advised of the possibility.
    
11. Dispute Resolution. Except for actions seeking injunctive relief or collection of unpaid fees, disputes shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Dane County, Wisconsin.
    
12. Governing Law and Venue. This MSA is governed by Wisconsin law. Any court action permitted under this MSA shall be brought exclusively in Dane County, Wisconsin.
    
13. Updates. Backboard may update this public MSA from time to time. The version in effect on the effective date of a signed Project Agreement will govern that agreement unless otherwise stated.