Master Services Agreement

This agreement is made between the above-referenced client (“Client”) and Mere, LLC, an Iowa limited liability company, (“MERE”), effective upon the receipt of the project initiation fee (see statement of work), and effective until either party ends the engagement as outlined below.

Scope of Work and New Work

The details and scope of MERE’s services and deliverables for Projects will be as specified in Statements of Work agreed to in writing by the parties from time to time, and attached to and made part of this Agreement. Any material additions or deviations from this scope of work, including the specifications, goals, concepts or schedule set forth in the Statement of Work, will constitute “New Work”. If Client asks MERE to proceed with any New Work or other work before receiving a written estimate or new Statement of Work, Client agrees to pay MERE at its standard hourly rate of $175/hour for such work.

Payment

Client will pay all invoiced amounts within 15 days of delivery of invoice (NET 15). Any outstanding invoice not paid when due may be subject to an interest charge of 5% per month (from the invoice date) of the outstanding balance, plus any fees and expenses incurred by MERE in the collection process. Failure to pay invoices when due may result in the suspension or termination of work by MERE.

Term of Engagement

MERE shall be engaged by Client as of the Effective Date and continue to be engaged by Client until Client or MERE terminates such engagement or any project under this agreement by giving 14 days written (email) notice. In the event of cancellation by Client, the fee payable by Client to MERE shall be based on the percentage of work completed for the Project up to the cancellation date, calculated against the total fee for the Project. Termination of engagement or a project by either party shall not terminate this Agreement.

Confidential Information

MERE and Client each agree not to use or disclose confidential or proprietary information of the other outside the scope of this Agreement, and will take all reasonable measures to protect such information of the other in its possession, including at a minimum those measures it uses to protect its own confidential or proprietary information.

Publicity

MERE and Client agree to allow public announcements, press releases, advertising, marketing materials or promotional materials regarding the execution or performance of this Agreement, unless otherwise specified.

Ownership and License of Third Party Content

Contingent on receipt of payment in full for each Project, and any other outstanding Client invoice and agreed upon licensing fees in the Statement of Work, MERE agrees to and will grant to Client a limited, non-assignable license to use, in connection with the deliverables associated with a Project, and other any MERE Tools incorporated with the deliverables. MERE owns and will continue to own the exclusive rights in and to all MERE Tools (including the unlimited right to use, modify, license and distribute).

“MERE Tools” are those programming techniques, functional mechanisms, source and object code, processes, and intellectual property used in connection with MERE’s other ongoing services to its clients. Client shall be solely responsible for obtaining any third party licenses and consents for use of such items. Client shall indemnify MERE against all claims and expenses, including reasonable attorneys’ fees, due to a use for which no license or consent was secured or which exceed Client’s authority, granted by license or consent. Unless otherwise agreed in writing, MERE may use, for marketing and promotional purposes only, the deliverables for the Projects.

Client Assurances and Indemnification

Client agrees to indemnify, hold harmless, and defend MERE against any loss, cost, damage or expense, including reasonable attorneys’ fees, arising out of Client’s actions or incurred as a result of any Project and MERE’s engagement hereunder, except as a result of MERE’s intentional misconduct, negligence, or bad faith. MERE agrees to indemnify, hold harmless, and defend Client against any loss, cost, damage or expense, including reasonable attorneys’ fees, arising out of its services or deliverables, except as a result of Client’s intentional misconduct, negligence, or bad faith.

Limitation of Liability

Client agrees that its exclusive remedy hereunder shall be a claim of monetary damages, and that the MERE’s liability shall not exceed the total amount paid to MERE hereunder. In no event shall MERE be liable for special, incidental, punitive or consequential damages, including but not limited to, lost profits.

Force Majeure

Neither MERE or Client shall be liable to the other for defaults or delays in the performance of its obligations hereunder, except the payment of money, arising by reason of causes beyond its control. Such causes shall include acts of God, acts of war or terrorism, fire, flood or other disaster, labor disputes, interruption of power or the Internet, inoperability of any computer equipment or software or network, governmental action, or unusual weather. The party suffering from force majeure agrees to provide the other with notice of the event and its expected duration.

Miscellaneous

This Agreement, along with the Statements of Work attached hereto, constitutes the entire agreement of the parties, superseding any prior oral or written agreements. This Agreement is binding upon, and shall inure to the benefit of, each of the parties and their respective heirs, representatives, successors and permitted assigns. This Agreement, including the licenses and permissions herein, may not be assigned by either party without the prior written consent of the other party. This Agreement may be amended only by a written document signed by both parties. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement. A facsimile or electronic copy of the signature page shall constitute an original for all purposes.

Conflict Resolution

The parties to this Agreement agree to make every effort to live at peace and to resolve disputes with each other in private and according to biblically-based Christian principles. Any conflict, claim or dispute arising from or related to this Agreement that cannot be resolved by the parties themselves within a mutually agreed upon time frame, shall be settled by mediation and, if necessary, legally binding arbitration administered by the Institute for Christian Conciliation or another mutually agreed upon Christian mediator. Any judgment coming out of such arbitration may be entered in any court having jurisdiction. The parties understand that these methods shall be the sole remedy for any controversy or claim arising out of this Agreement and expressly waive their right to file a lawsuit in any civil court against one another for such disputes, except to enforce an arbitration decision.