This Project Agreement (this “Agreement”) is entered into by and between MSH Studios (“MSH”) and you, also individually referred to as the “Party” and collectively the “Parties”, and is made effective as of the date of electronic acceptance. This Agreement sets forth the terms and conditions of engaging in a project with MSH.

Your electronic acceptance of this Agreement signifies that you have read, understand, acknowledge and agree to be bound by this Agreement.

The terms “we”, “us” or “our” shall refer to MSH. The terms “you”, “your”, or “Client” shall refer to any individual or entity who accepts this Agreement. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.

We may, in our sole and absolute discretion, change or modify this Agreement, any policies or agreements which are incorporated herein, and any limits or restrictions on engaging in a project with MSH, at any time, and such changes or modifications shall be effective immediately upon posting to this Site. Your continued use of materials created by MSH after such changes or modifications shall constitute your acceptance of this Agreement as last revised. If you do not agree to be bound by this Agreement as last revised, do not continue to use any materials MSH has provided you. We may occasionally notify you of changes or modifications to this Agreement by email. We assume no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate email address.

1. Project Description. The Client wishes to hire MSH for any service that MSH provides. The specific requirements and necessary details are detailed in each invoice.

2. Cost & Payment. The Parties agree to the Payment and Payment Terms outlined in the invoice.

3. Confidentiality. During the course of this Agreement, it may be necessary for the Client to share proprietary information, including trade secrets, industry knowledge, and other confidential information, to MSH in order for MSH to complete the Project in its final form. MSH will not share any of this proprietary information at any time, even after the Agreement is fulfilled. MSH also will not use any of this proprietary information for MSH’s personal benefit at any time, even after the Agreement is fulfilled.

This provision shall remain in full force and effect even after the termination of this Agreement, either by natural termination or for cause.

4. Ownership Rights. The Client continues to own any and all proprietary information it shares with MSH during the term of this Agreement for the purposes of the Project. MSH has no rights to this proprietary information and may not use it except to complete the Project. Upon completion of the Agreement, the Client will own the final website design, along with any other digital assets created by MSH.

While MSH will customize the Client’s Website to the Client’s specifications, the Client recognizes that websites generally have a common structure and basis. MSH continues to own any and all template designs it may have created prior to this Agreement. MSH will further own any template designs it may create as a result of this Agreement.

5. Assignment. The Parties may not assign their rights and/or obligations under this Agreement unless both Parties agree to the assignment in writing.

6. Termination. Either Party may terminate the Agreement at any time by providing the other Party fourteen (14) days prior written notice.

The Client can terminate the Agreement by giving written notice: (a) if MSH commits any material breach of this Agreement and fails to correct the breach within ten (10) days of notice of the breach; or (b) if there is any repeated failure by MSH to execute the Project in an acceptable standard and to the reasonable satisfaction of the Client.

MSH can terminate the Agreement by giving written notice: (a) if the Client fails to make the payments required and set forth in Section 2 within five (5) days of notice of failure to make a payment; or (b) if the Client commits any other material, non-financial breach and fails to correct the breach within ten (10) days of notice of the breach.

7. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY DAMAGES RESULTING FROM ANY PART OF THIS AGREEMENT SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT, LOST BUSINESS, OR COSTS OF DELAY.

8. Dispute Resolution.

a. Choice of Law. The Parties agree that this Agreement shall be governed by the State and/or Country in which the duties of this Agreement are expected to take place. In the event that the duties of this Agreement are to take place in multiple States and/or Countries, this Agreement shall be governed by United States law.

b. Negotiation. In the event of a dispute, the Parties agree to work towards a resolution through good faith negotiation.

c. Mediation or Binding Arbitration. In the event that a dispute cannot be resolved through good faith negotiation, the Parties agree to submit to binding mediation or arbitration.

d. Attorney’s Fees. In the event of Arbitration and/or Mediation, the prevailing party will be entitled to its legal fees, including, but not limited to, its attorneys’ fees.

12. Severability. If any section of this Agreement is found to be invalid, illegal, or unenforceable, the rest of the Agreement will still be enforceable.

13. Complete Contract. The Parties acknowledge and agree that this Agreement represents the entire agreement between the Parties. In the event that the Parties desire to change, add, or otherwise modify any terms, they shall do so in writing to be signed by both parties.