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MASTER SERVICE AGREEMENT
Def Tech Ops — Definitive Technology Operations
Effective upon submission of this signed agreement
This Master Service Agreement ("Agreement") is entered into between Def Tech Ops, LLC ("Agency"), a Utah-based technology and marketing agency, and the undersigned client ("Client"), collectively referred to as the "Parties."
The Agency agrees to provide digital marketing, business consulting, AI implementation, website design, search engine optimization, and/or other services as mutually agreed upon in project-specific Statements of Work ("SOW") or proposals issued under this Agreement. Each SOW will describe the deliverables, timeline, and associated fees.
This Agreement commences on the date of submission and remains in effect until terminated by either party. Either party may terminate this Agreement with 30 days' written notice. The Agency reserves the right to immediately terminate for non-payment or material breach by the Client. Upon termination, Client shall pay for all services rendered through the termination date.
Upon receipt of full payment, Client owns all final deliverables created specifically for Client under this Agreement (websites, ad creative, custom content, etc.).
The Agency retains ownership of all proprietary tools, templates, processes, frameworks, AI systems, and pre-existing intellectual property used in delivering services. Client receives a non-exclusive license to use these solely in connection with deliverables received.
Each Party agrees to keep confidential any non-public information of the other Party ("Confidential Information") and not to disclose it without prior written consent. This obligation survives termination of this Agreement for a period of three (3) years.
Client agrees to: (a) provide timely access to necessary accounts, assets, and information; (b) designate one point of contact for approvals; (c) review and approve deliverables within 5 business days; (d) maintain legal compliance for all content provided to the Agency.
The Agency's total liability shall not exceed the total fees paid by Client in the three (3) months preceding the claim. The Agency shall not be liable for indirect, incidental, or consequential damages. The Agency does not guarantee specific marketing results as outcomes depend on market factors outside our control.
Client agrees to indemnify and hold harmless the Agency from any claims, damages, or expenses arising from: (a) Client's breach of this Agreement; (b) content supplied by Client that infringes third-party rights; (c) Client's use of deliverables outside the scope of this Agreement.
If Client opts in to SMS communications on this Agreement, Client acknowledges and agrees to the following:
This Agreement is governed by the laws of the State of Utah. Any disputes shall first be attempted to be resolved through good-faith negotiation. If unresolved, disputes shall be submitted to binding arbitration in Wasatch County, Utah under the rules of the American Arbitration Association.
Neither party shall be liable for delays or failure to perform obligations due to causes beyond their reasonable control, including natural disasters, government actions, pandemics, or internet service outages.
This Agreement, together with any applicable SOWs and proposals, constitutes the entire agreement between the Parties and supersedes all prior agreements. Modifications must be in writing and signed by both parties.
Def Tech Ops | Heber City, UT | team@deftechops.com | 1(435) 709-5818