Effective Date: Date of Account Creation
Last Updated: December 13, 2024
Version: 1.0
This Master Services Agreement (this "Agreement") is between Dispatch Tailor LLC, a Delaware limited liability company with offices located at 300 Carnegie Center Dr. #150, Princeton, NJ 08540 ("Agency"), and you ("Customer").
BY CLICKING "I ACCEPT," CREATING AN ACCOUNT, OR ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THIS AGREEMENT.
If you are accepting on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to this Agreement, and references to "Customer" shall refer to that entity.
WHEREAS, Agency provides access to managed service solutions through a combination of employees, team-based expertise, and automation; and
WHEREAS, Customer desires to obtain these services from Agency, and Agency is willing to provide the Customer with the said services under the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Customer agrees as follows:
The following terms shall have the meanings set forth below when used in this Agreement:
"Access Credentials" means any user name, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device, used alone or in combination, to verify an individual's identity and authorization to access and use the Services.
"Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise.
"Affiliate" of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person.
"Agency Materials" means the Services, Specifications, Documentation, and Agency Systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions.
"Assigned Employee" means an employee of Agency assigned to support Customer with tasks and problem solving needs suitable for delegation.
"Customer Data" means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from Customer or an Authorized User by or through the Services.
"Service Confirmation" means the confirmation of Services provided to Customer through account setup, package selection, automated order confirmations, or email confirmations from Agency.
Additional definitions are included in the full agreement but have been abbreviated here for space.
Subject to and conditioned on Customer's and its Authorized Users' compliance with the terms and conditions of this Agreement, Agency will provide managed services to Customer during the Term, consisting of: (i) the assignment of one or more Assigned Employees to support Customer with a broad and evolving range of tasks and problem solving needs; and (ii) access to and use of certain Agency Systems and automation tools (collectively, the "Services").
Service Packages and Flexibility. Customer may purchase Services through various engagement models, including:
The specific scope of Services, the identity of each Assigned Employee, applicable hours, rates, and usage parameters will be confirmed through Service Confirmations.
Agency will recruit, screen, employ, compensate and, as applicable, reassign its Assigned Employees, and will use personnel with skills and experience reasonably appropriate for the applicable assignment. Agency will be solely responsible for payment of all wages, withholding and remitting payroll taxes, providing workers' compensation and unemployment insurance, and compliance with applicable employment Laws.
Customer will be responsible for providing the Assigned Employee with day-to-day tasking, priorities and substantive instructions and for reviewing and approving all work product. Customer retains exclusive responsibility for the direction, supervision and review of any substantive work, including any professional judgments, advice, strategies or client facing work performed under Customer's license, authorization or brand.
Agency hereby grants Customer a non-exclusive, non-transferable right to access and use Agency Materials during the Term, solely for use by Authorized Users and solely for Customer's internal business purposes in connection with the Services.
Agency has and will retain sole control over the operation, provision, maintenance, and management of the Agency Materials. Customer has and will retain sole control over the operation, maintenance, and management of the Customer Systems.
Nothing in this Agreement grants any right, title, or interest in or to any Intellectual Property Rights in or relating to the Services, Agency Materials, or Third-Party Materials, except as expressly granted herein.
Agency reserves the right to make changes to the Services and Agency Materials that it deems necessary or useful to maintain or enhance quality, competitive strength, or cost efficiency. Customer may request changes to Service Confirmations at any time, including upgrading or downgrading subscription tiers or adding additional hour packages.
Agency may use AI Tools to assist in providing the Services. Agency will ensure that any AI Tools that store or process Customer Data do so only within managed environments. Agency will not use Customer Data to train general purpose AI models made available to multiple customers or the public.
Customer shall not, and shall not permit any other Person to, access or use the Services or Agency Materials except as expressly permitted by this Agreement. Without limiting the foregoing, Customer shall not:
Customer shall at all times during the Term: (a) set up, maintain, and operate in good repair all Customer Systems; (b) provide Agency Personnel with necessary access to Customer's Systems; and (c) provide all cooperation and assistance as Agency may reasonably request.
Agency is not responsible or liable for any delay or failure of performance caused in whole or in part by Customer's delay in performing, or failure to perform, any of its obligations under this Agreement.
If Customer becomes aware of any actual or threatened activity prohibited by Section 3.1, Customer shall immediately take all reasonable and lawful measures to stop the activity and notify Agency.
The Services do not replace the need for Customer to maintain regular data backups or redundant data archives. AGENCY HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF CUSTOMER DATA.
Agency will employ security measures in accordance with Agency's data privacy and security policy as amended from time to time, a current copy of which is set forth in Exhibit A.
Agency maintains a data breach plan in accordance with the criteria set forth in Exhibit A and shall implement the procedures required under such data breach plan on the occurrence of a data breach.
Customer has and will retain sole responsibility for: (a) all Customer Data; (b) Customer Systems; (c) the security and use of Customer's and its Authorized Users' Access Credentials; and (d) all access to and use of the Services and Agency Materials.
Customer shall employ all physical, administrative, and technical controls necessary to securely administer Access Credentials and control the content and use of Customer Data.
Customer shall pay Agency the fees specified in each Service Confirmation, which may include:
All Fees are exclusive of taxes. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes imposed by any governmental authority, other than taxes on Agency's income.
If Customer fails to make any payment when due, Agency may: (a) charge interest at 1.5% per month or the highest rate permitted by law; (b) require reimbursement for collection costs; and (c) suspend performance of Services after 10 days written notice.
Each party may disclose Confidential Information to the other party. "Confidential Information" means information in any form that the Disclosing Party considers confidential or proprietary, including technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing.
Confidential Information does not include information that: (a) was rightfully known to the Receiving Party without restriction; (b) becomes generally known by the public; (c) is received on a non-confidential basis from a third party; or (d) is independently developed without reference to Confidential Information.
The Receiving Party shall: (a) not access or use Confidential Information except as necessary under this Agreement; (b) not disclose Confidential Information except to Representatives with a need to know; (c) safeguard Confidential Information using at least reasonable care; (d) promptly notify of unauthorized use or disclosure; and (e) ensure Representatives' compliance.
All right, title, and interest in and to the Agency Materials, including all Intellectual Property Rights, are and will remain with Agency and applicable third-party providers.
Customer is and will remain the sole and exclusive owner of all Customer Data and work product created by Assigned Employees on Customer's behalf ("Deliverables"). Deliverables are deemed "work made for hire" where applicable, and Agency assigns all rights in Deliverables to Customer.
Customer grants Agency all rights and permissions necessary to enforce this Agreement and perform Agency's obligations hereunder.
Each party represents and warrants that it: (a) is duly organized and in good standing; (b) has full right, power, and authority to enter into this Agreement; (c) has obtained all necessary approvals; and (d) this Agreement constitutes a legal, valid, and binding obligation.
Agency represents and warrants that it will perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards.
Customer represents and warrants that Customer owns or has necessary rights in Customer Data and that Customer Data does not infringe any third-party rights or violate any applicable Law.
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH ABOVE, ALL SERVICES AND AGENCY MATERIALS ARE PROVIDED "AS IS." AGENCY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
Agency shall indemnify Customer from third-party claims that Customer's use of the Services in accordance with this Agreement infringes third-party Intellectual Property Rights, except to the extent arising from Customer Data, Third-Party Materials, unauthorized modifications, or matters described in Section 11.2.
Customer shall indemnify Agency from third-party claims arising from: (a) Customer Data; (b) materials provided by Customer; (c) Customer's breach of this Agreement; or (d) negligence or willful misconduct by Customer or its Authorized Users.
The indemnified party shall promptly notify the indemnifying party of any claim. The indemnifying party shall control the defense with counsel of its choice. Settlement requires the indemnified party's prior written consent.
IN NO EVENT WILL AGENCY BE LIABLE FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT; (b) IMPAIRMENT OR LOSS OF THE SERVICES; (c) LOSS, DAMAGE, OR CORRUPTION OF DATA; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.
IN NO EVENT WILL AGENCY'S AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNTS PAID TO AGENCY UNDER THIS AGREEMENT IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
This Agreement commences on the Effective Date and continues until terminated. Individual Service Confirmations may have specific terms for project-based packages, subscriptions, or custom arrangements.
Either party may terminate this Agreement:
Upon termination: (a) all rights and licenses terminate; (b) each party returns or destroys the other party's Confidential Information; (c) Customer ceases use of Services; (d) all accrued Fees become immediately due and payable.
Sections on Use Restrictions, Confidentiality, Disclaimers, Indemnification, Limitations of Liability, and Miscellaneous provisions survive termination.
The parties are independent contractors. Nothing in this Agreement creates any agency, partnership, joint venture, employment, or fiduciary relationship.
If to Agency:
DISPATCH TAILOR LLC
Email: info@dispatchtailor.com
Attention: Jamie Zug, CEO
If to Customer:
The email address provided during account creation or as updated through account settings.
This Agreement, together with any applicable Service Confirmations, constitutes the sole and entire agreement between the parties and supersedes all prior agreements.
Customer shall not assign this Agreement without Agency's prior written consent. Any merger, consolidation, or reorganization involving Customer requires Agency's consent.
Agency may modify this Agreement by posting updated terms and providing notice to Customer. Material changes are effective 30 days after notice. Continued use constitutes acceptance.
This Agreement is governed by the laws of the State of New Jersey without regard to conflict of law provisions.
Each party waives any right to a trial by jury in any legal action arising out of this Agreement.
This Agreement may be accepted electronically. Customer's electronic acceptance constitutes Customer's signature and agreement to be bound by this Agreement.
By clicking "I Accept" below, creating an account, or using the Services, Customer acknowledges that:
This Data Security Policy ("Policy") is attached to and incorporated by reference into the Master Services Agreement ("Agreement") between Dispatch Tailor LLC ("Agency") and its customers.
"Personal Information" means information that directly or indirectly identifies an individual, including names, addresses, telephone numbers, email addresses, identification numbers, financial account numbers, health data, and other personal identifiers.
"Sensitive Personal Information" means government-issued identification numbers, financial account information, biometric or health data, geolocation data, or information regarding racial/ethnic origin, religious beliefs, or sexual orientation.
"Data Breach or Security Incident" means any act or omission that materially compromises the security, confidentiality, or integrity of Personal Information or receipt of a complaint regarding privacy and data security practices.
Agency will:
Customer will:
The complete Data Security Policy continues with additional technical and organizational measures, incident response procedures, and compliance requirements.