This Master Services Agreement is provided for transparency and is incorporated by reference into signed project agreements. It is not binding unless expressly incorporated into a written agreement.
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.
Backboard provides professional web development, digital strategy, graphic design, consulting, and related creative services (“Services”) as described in a written 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.
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.
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.
Except as otherwise stated in a written agreement, Client owns its content and finished website deliverables upon full payment. Backboard retains ownership of all proprietary tools, templates, methods, workflows, software licenses, and underlying frameworks. Client receives a limited license to use deliverables subject to payment and compliance with this MSA.
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.
Either party may terminate as provided in the project agreement. Upon termination, all licenses granted to Client are immediately suspended for nonpayment or breach. Backboard has no obligation to continue services after termination.
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, or Client’s violation of law.
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.
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.
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.
This MSA is governed by Wisconsin law. Any court action permitted under this MSA shall be brought exclusively in Dane County, Wisconsin.