Master Services Agreement
This Master Services Agreement (“MSA”) governs the provision of services by Bestis, Inc. (a Delaware corporation, “Bestis”) to a business customer or brand partner (“Customer”). It applies to each order form, statement of work, insertion order, or online order (each, an “Order”) that references or incorporates it. Together, this MSA and each Order form the “Agreement.” This MSA is intended for business relationships; consumer use of Bestis is governed by our Terms of Service.
1. Services & Orders
Bestis will provide the services described in each Order (the “Services”). Each Order sets out the specific Services, deliverables, fees, and any timelines. If an Order conflicts with this MSA, the Order controls for that engagement.
2. Fees & payment
Customer will pay the fees stated in each Order. Unless the Order says otherwise, fees are due net 30 days from the invoice date, are non-cancellable and non-refundable except as expressly stated, and are exclusive of taxes. Late amounts may accrue interest at the lower of 1.5% per month or the maximum permitted by law.
3. Term & termination
This MSA begins on the effective date of the first Order and continues until all Orders expire or terminate. Either party may terminate an Order or this MSA for the other party’s material breach that remains uncured 30 days after written notice. Upon termination, Customer will pay for Services performed and non-cancellable commitments through the effective date of termination.
4. Intellectual property
Each party retains ownership of its pre-existing intellectual property. Bestis retains all rights in the platform, tools, and technology used to provide the Services. Subject to payment, Bestis grants Customer a limited, non-exclusive license to use deliverables solely for the purposes described in the Order. Customer grants Bestis a license to use Customer’s marks and materials solely to provide the Services.
5. Confidentiality
Each party may receive the other’s confidential information. The receiving party will use it only to perform under the Agreement, protect it with reasonable care, and not disclose it except to personnel and advisors bound by confidentiality. These obligations do not apply to information that is public, independently developed, or rightfully received from a third party, and do not prevent disclosures required by law.
6. Data protection
Where Bestis processes personal data on Customer’s behalf, the parties’ Data Processing Agreement applies and is incorporated by reference.
7. Warranties
Each party warrants that it has the authority to enter into the Agreement. Bestis warrants that it will perform the Services in a professional and workmanlike manner. EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED “AS IS,” AND BESTIS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
8. Indemnification
Each party will defend and indemnify the other against third-party claims arising from its breach of the Agreement, its infringement of third-party intellectual property, or its violation of law, subject to prompt notice, control of the defense, and reasonable cooperation.
9. Limitation of liability
EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS, BREACH OF CONFIDENTIALITY, OR AMOUNTS OWED, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND EACH PARTY’S TOTAL LIABILITY UNDER THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE UNDER THE APPLICABLE ORDER IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.
10. Insurance
Bestis maintains commercially reasonable insurance appropriate to the Services, including cyber liability coverage. See our Cyber Liability Insurance statement.
11. Governing law
The Agreement is governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws principles, and the state and federal courts located in State of Delaware, United States will have exclusive jurisdiction, except that either party may seek injunctive relief in any court of competent jurisdiction.
12. General
The Agreement is the entire agreement between the parties on its subject matter and supersedes prior discussions. Neither party may assign it without the other’s consent, except to a successor in a merger or sale of substantially all assets. If any provision is unenforceable, the rest remains in effect. Neither party is liable for delays caused by events beyond its reasonable control.
13. Contact
To discuss a partnership or execute an Order, contact [email protected].