Master Service Agreement

Effective date: April 14, 2025

1. Preamble

  1. This Lynton Master Service Agreement (hereinafter: "MSA") is made and entered into as of the date indicated on the signature page (the "Effective Date") by and between Lynton LLC (hereinafter: "Lynton") and the signature party of the MSA (hereinafter: "Client") referred to jointly as "Parties" and individually as "Party". These Terms together, with any accompanying Statements of Work (hereinafter: "SOW"), represents the entire agreement between the Parties (hereinafter: "Agreement"). Each Party warrants and represents that it is duly authorized to enter into this Agreement. Execution of any SOW indicates the Client's agreement with the terms of service contained herein and shall thereafter be attached to and governed by this MSA.
  2. This Agreement does not interfere with any obligation or authorization provided in any other agreement concluded between Lynton and the Client.

2. Services

  1. The Client hereby retains Lynton to perform services under this Agreement as set forth in one or more SOW (hereinafter: "Services"). The Services have been specifically ordered and commissioned by the Client.
  2. Lynton will perform Services in a diligent and workmanlike manner and in accordance with the schedule, if any, set forth in the SOW. The proposed time frame and work delivery schedule set forth in the SOW shall be dependent upon the Client's cooperation, support, and availability. Lynton shall not be bound by said proposed time frame and work delivery schedule in the absence of such cooperation, support, and availability from the Client.
  3. The Client agrees that the Services need not be rendered at any specific location and may be rendered at any location selected by Lynton.
  4. Lynton will provide Services during the business hours of 9am – 5pm U.S. Eastern Time, Monday through Friday, excluding U.S. holidays. The hourly rate for the Services is $250/hour, unless otherwise specified in an executed SOW.
  5. Lynton does not offer any refund in case the Client decides to cancel their use of the Services.
  6. All changes to the scope of Services as defined in an executed SOW under this MSA require a written change order (hereinafter: "Change Order") and written approval from the Client's authorized representative prior to Lynton implementing any change to an executed SOW. All Change Orders will describe the modification of the scope, including the impact of the timeline, resources, and cost. Approved Change Orders will be billed at the standard hourly rate of $250/hour, unless otherwise specified in an executed SOW or Change Order, and will be payable under the terms as set forth in this Agreement.

3. Independent Contractor

  1. It is expressly agreed that in providing the Services under this Agreement, Lynton is acting as an independent contractor. Nothing contained in this Agreement will be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship. Lynton may not act as agent for, or on behalf of, the Client, or to represent the Client, or bind the Client in any manner.

4. Payment

  1. SOW Payment Terms. In consideration of the Services to be provided by Lynton to the Client, the Client shall pay Lynton the amount indicated on the executed SOW. Any work requested by the Client that is not expressly defined in an executed SOW under this Agreement shall only be performed by Lynton according to article 2.6 of this MSA. The Client agrees to be bound by the billing and payment schedule set forth within an executed SOW.
  2. Time and Materials Price. Payment for a Service or deliverable to be provided under an executed SOW may be done on a time-and-material basis and shall be determined in accordance with the hourly rates set forth in the applicable SOW, multiplied by the hours that Lynton has worked on such service or deliverable, in addition to the costs of materials used. The estimated total prices provided to the client are non-binding and are provided based on Lynton's information held at the time of making the assessment. Estimations are provided as a lump sum and do not contain a disbursement scheme between hourly fees and costs of materials. The actual price may differ from the estimate and is calculated in accordance with the actual work and materials as explained herein. The Parties hereby agree that no lower or upper limit for the final cost has been agreed upon prior to entering into this agreement. Any limitation imposed on the final cost must be determined within an executed SOW.
  3. Payment Terms & Late Payment. Lynton's accepted forms of payment are credit cards, ACH/eChecks, domestic and international wire transfers. The Client agrees and authorizes Lynton to charge the credit card and/or ACH bank account on file, automatically, for all fees included in an executed SOW, including the Services as described in articles 2.6 and 4.1 of this Agreement. The Client understands and agrees that invoices are due upon receipt, unless otherwise specified in an executed SOW.
  4. If payment is not received within 15 days of the invoice due date, the Client will be charged a 1.5% late fee of the entire invoice balance. The Client acknowledges that a payment delay beyond 30 days of the invoice due date may result in Lynton halting all client Services.

5. Proprietary Rights

  1. Client warrants and represents that the contents which are to be utilized by Lynton pursuant to this Agreement do not, and shall not, infringe the intellectual property rights of any third party. Client shall be responsible for obtaining any and all third party clearances, permissions and licenses which are necessary for the performance of the Services.
  2. Client acknowledges that Lynton owns the work product specifically produced in conjunction with the performance of the Services until such time that Lynton has been paid in full for said Services. Lynton shall transfer the ownership of said work product to the Client no later than thirty (30) days after receipt of all monies due and owed to Lynton under this Agreement. Lynton shall retain all intellectual property rights to any and all general work or code that is applicable to its other clients, was developed for previous clients, or for re-use on future client engagements. This includes any works created while performing the Services that are not specified as works-for-hire in an executed SOW or are not developed exclusively for the Client.
  3. Client grants Lynton the right to use the Client's company name, logo, and information about the Services on our website and other marketing communications.

6. Confidentiality and Non-Circumvent

  1. The Parties may have access to information, including, but not limited to, intellectual property (including, without limitation, any information relating to improvements, methods and processes, know-how, concepts, designs, ideas, prototypes, models, samples, formulations, trademarks, trade names, writings, notes, collectively, "Intellectual Property"), business information and plans, concepts and expressions, which are proprietary to and/or embody the substantial creative efforts of Lynton or Client (collectively, "Confidential Information").
  2. The Parties agree to maintain the Confidential Information in strict confidence and to protect the Confidential Information in the same manner that either Party protects its own proprietary and confidential information of like kind. The Parties agree not to use, disclose or permit any other person or entity access to the Confidential Information without the prior written consent of the other Party, and each shall be liable to the other for any such use, disclosure or access. As an exception to these obligations and not to be considered a breach of this Agreement, either Party may disclose the Confidential Information solely as necessary to comply with a legal order or governmental regulation, provided that the disclosing Party provides sufficient prior notice and assistance to allow the other Party to attempt to limit any such disclosure.
  3. During the term of this Agreement and for the duration of twenty-four (24) months after the termination thereof, the Client agrees not to solicit, negotiate, contract, or enter into any business transactions, agreements or undertakings, either directly or indirectly, with any past or present Lynton employees, consultants or contractors, unless such approval is specifically granted, in writing, by Lynton on a case-by-case basis.

7. Representations and Warranties

  1. LYNTON MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES. LYNTON DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL EXPRESS WARRANTIES EXCEPT THOSE EXPLICITLY MADE IN THIS AGREEMENT. IF THE CLIENT IS A CALIFORNIA RESIDENT, THE CLIENT HEREBY WAIVES CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES THAT: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO THE CLIENT, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY, AND THE CLIENT MAY HAVE ADDITIONAL RIGHTS.

8. Limitation of Liability

  1. Lynton shall not be liable to the Client for any loss incurred in the performance of its Services hereunder unless caused by Lynton's willful and intentional misconduct. Lynton shall not have any liability to the Client, or to any third party, for any cause of action relating to this Agreement for any direct, indirect, incidental, consequential, special, punitive, exemplary, statutory or speculative damages based upon a claim of any type or nature including, without limitation, damages for lost profits, lost revenue, business interruption, loss of goodwill or the loss of data or information, even if Lynton is notified in advance of the potential for any such damages and regardless of the form of action, whether in contract, tort (including negligence), warranty, strict or product liability or otherwise. Notwithstanding the above, Lynton's liability on any claim under this Agreement shall be limited to the dollar value of this Agreement.
  2. Lynton shall not be liable for any damages whatsoever arising out of or related to the use of, or inability to use, Client's website or any other website linked to Client's website. This waiver of liability applies to direct, indirect, incidental, consequential, special, punitive, exemplary, statutory or other damages anyone may suffer, as well as damages for lost profits, lost revenue, business interruption, loss of goodwill or the loss of data or information, whether in contract, tort (including negligence), warranty, strict or product liability or otherwise.

9. Indemnity

  1. The Client agrees, at its sole cost and expense, to indemnify, defend and hold harmless Lynton from and against any damages, claims, suits, liabilities, costs, losses or expenses (including reasonable attorneys' fees), of any kind or nature, by third parties against Lynton arising from the performance of Lynton's Services. Lynton reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by the Client under this provision and, in such event, the Client agrees to fully cooperate with Lynton's defense of such matter. Lynton's assumption of the defense and control of any such matters shall not abrogate any of the Client's obligations hereunder.
  2. The Client will indemnify and hold Lynton harmless from any and all cost, expense, liability, or obligation that may arise, or be imposed on the Client, Lynton, or the product which resulted from Lynton's provision of the services under the Americans With Disabilities Act of 1990, as now in effect or hereafter amended, and all rules and regulations issued under that law (collectively referred to as the "ADA"). This indemnification shall include the defense of any action or proceeding (including the payment of attorney's fees and court costs) brought against Lynton by the U.S. Department of Justice, the Equal Employment Opportunity Commission, or any individual or class of individuals, alleging violation or non-compliance with the ADA, and payment of any liability arising out of such actions or proceedings.
  3. Lynton agrees, at its sole cost and expense, to indemnify, defend and hold harmless the Client from and against any and all damages, demands, settlements, judgments, claims, suits, liabilities, costs, losses, investigations, penalties, or expenses (including reasonable attorneys' fees), of any kind or nature whether actual or alleged, by third parties against Client arising out of, resulting from, or relating to: (i) any actions or omissions constituting negligence or misconduct by Lynton or its employees, subcontractors or agents; (ii) any breach by Lynton of its representations, warranties, obligations or covenants in this Agreement; (iii) any personal injury, death or property damage caused by Lynton or its employees, subcontractors or agents; (iv) any claims that the work product or Services, or any use thereof, violate, misappropriate or otherwise infringe the intellectual property rights, proprietary rights or any other rights of a third party; and (v) the Services and the work product shall be provided and in compliance with applicable laws.
  4. The Client understands and agrees that the Client will not, in public or in private, make any false, disparaging, derogatory, or defamatory statement, online or otherwise, to any person or entity, including but not limited to any media outlet, industry group, financial institution or our current or former client, regarding Lynton or Lynton's business affairs, business prospects, or financial condition. The Client further understands and agrees that the Client will not make any negative statement or review about Lynton or Lynton's services, even if such statements or reviews are true at the time of their making, prior to providing Lynton with a reasonable option to resolve or amend the cause for the negative statement or review.

10. Term and Termination

  1. Termination for Convenience. Either Party may terminate this Agreement or any SOW executed under this Agreement upon thirty (30) days' prior written notice to the other Party.
  2. Termination for Cause. Either Party may terminate this Agreement with immediate effect by written notice if the other Party: (i) commits any material breach of its obligations under this Agreement which (if remediable) is not remedied within thirty (30) days after submitting written notice specifying the breach and requiring it to be remedied; (ii) ceases (or threatens to cease) to trade (either in whole, or as to any part or division involved in the performance of this Agreement); or (iii) is unable to pay its debts as they fall due, or is reasonably deemed unable to pay its debts; or (iv) has been subject to a Force Majeure Event continuously for more than ninety (90) days.
  3. Upon termination of this Agreement, the Client will not be able to use the Services. If the Agreement has been terminated for cause by Lynton, the Client shall be liable to pay Lynton any outstanding fees and installments due for payment immediately. Refunds will not be provided for Services provided in their entirety.
  4. Either Party may, at their sole discretion, terminate this Agreement with immediate effect, without any refund, in the event that the other Party exhibits Unreasonable Conduct. "Unreasonable Conduct" includes any action made by one Party towards the other Party or any of their employees, agents, contractors or affiliates which causes said individuals' discomfort, stress, or any kind of uneasiness not expected in normal business communications. Unreasonable Conduct includes, but is not limited to: verbal abuse; inappropriate language such as racist remarks or comments, sexual innuendo or insults; violent or threatening language; contact through personal communication channels not used in business correspondence; contact outside of workplace such as on the street or at home; and persistently denying verifiable facts that materially impact the Agreement or Services provided. Lynton will attempt to remedy the situation with the Client, including replacement of the offending person, before termination.

11. Governing Law and Choice of Forum

  1. This Agreement shall be governed by and construed under the laws of the State of South Dakota, USA, without regard to its conflict of law provisions, as applied to agreements entered into and to be performed in South Dakota by South Dakota residents. The Client agrees that if there is any dispute with Lynton, the Client will contact Lynton directly in order to settle through good faith negotiations and mutual understanding. If a solution can not be reached in negotiations, the Client agrees and hereby submits to the non-exclusive jurisdiction of the courts in the city of Sioux Falls, South Dakota.
  2. In the event that either Party brings an action to enforce this Agreement, the prevailing Party shall be entitled to recover its costs and expenses, including its reasonable attorneys' fees, incurred in connection with such an action.

12. Final Provisions

  1. Neither Party may assign this Agreement or any interest herein to any third party without the other party's prior written consent.
  2. This Agreement shall inure to the benefit of, and be binding upon, the Parties' respective heirs, representatives, successors and assignments.
  3. This Agreement contains the entire understanding of the Parties with respect to the matters contained herein and supersedes all previous agreements and undertakings with respect thereto. This Agreement may be modified only by written agreement signed by the Parties hereto.
  4. In the event that any of the terms or provisions in this Agreement shall be held by a court of competent jurisdiction to be unenforceable, then such terms or provisions shall be construed, as nearly as possible, to reflect the intentions of the Parties with the other terms and provisions remaining in full force and effect.