This Master Services Agreement (“MSA” or “Agreement”) governs the relationship between Banzai International, Inc. d/b/a Parabolic, Inc. (“Parabolic” or “Company”) and any entity or individual (“Client”) that engages Parabolic for services. By engaging our services, Client agrees to the terms set forth herein.
1. Definitions
As used in this Agreement:
- “Services” means any advisory, operational, or consulting services provided by Parabolic to Client.
- “Statement of Work” or “SOW” means a written document executed by both parties describing specific services, deliverables, timelines, and fees.
- “Confidential Information” means any non-public information disclosed by either party in connection with this Agreement.
- “Intellectual Property” means all patents, trademarks, copyrights, trade secrets, and other proprietary rights.
2. Services
2.1 Scope
Parabolic will provide Services as described in each SOW executed under this Agreement. Each SOW is incorporated herein by reference. In the event of a conflict between this Agreement and any SOW, the SOW shall control with respect to that engagement.
2.2 Changes
Either party may request changes to the scope of Services. Any changes must be documented in a written amendment to the applicable SOW signed by both parties before implementation.
2.3 Subcontractors
Parabolic may engage subcontractors to assist in providing Services, provided that Parabolic remains responsible for the performance of any such subcontractors.
3. Fees and Payment
3.1 Fees
Client agrees to pay fees as specified in each SOW. Unless otherwise stated, fees are due within thirty (30) days of invoice date.
3.2 Expenses
Client shall reimburse Parabolic for all pre-approved, reasonable out-of-pocket expenses incurred in connection with the Services.
3.3 Late Payments
Invoices not paid within thirty (30) days will accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.
4. Confidentiality
Each party agrees to hold the other party’s Confidential Information in strict confidence and not to disclose it to any third party without prior written consent, except as required by law. This obligation survives termination of the Agreement for a period of three (3) years.
Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully in the receiving party’s possession prior to disclosure; or (c) is independently developed by the receiving party.
5. Intellectual Property
5.1 Client Materials
Client retains all rights to materials, data, and information provided by Client to Parabolic (“Client Materials”). Client grants Parabolic a limited license to use Client Materials solely for the purpose of providing Services.
5.2 Deliverables
Upon full payment of all applicable fees, Parabolic assigns to Client all rights, title, and interest in deliverables specifically created for Client under an SOW, excluding any Parabolic pre-existing IP or third-party components.
5.3 Parabolic IP
Parabolic retains all rights to its pre-existing intellectual property, methodologies, tools, and know-how used in connection with the Services.
6. Representations and Warranties
Each party represents and warrants that: (a) it has full authority to enter into this Agreement; (b) the execution and performance of this Agreement does not violate any other agreement to which it is a party; and (c) it will comply with all applicable laws and regulations.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, PARABOLIC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
7. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
PARABOLIC’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT IN THE THREE (3) MONTHS PRECEDING THE CLAIM.
8. Term and Termination
8.1 Term
This Agreement commences on the date of execution and continues until terminated as provided herein.
8.2 Termination for Convenience
Either party may terminate this Agreement or any SOW with thirty (30) days written notice. Client remains responsible for fees for Services rendered through the termination date.
8.3 Termination for Cause
Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days of written notice.
9. General Provisions
- Governing Law: This Agreement is governed by the laws of the State of Delaware, without regard to conflict of law principles.
- Dispute Resolution: Disputes shall be resolved through binding arbitration in accordance with AAA Commercial Arbitration Rules.
- Entire Agreement: This Agreement, together with all SOWs, constitutes the entire agreement between the parties.
- Amendments: This Agreement may only be amended by a written instrument signed by authorized representatives of both parties.
- Severability: If any provision is held invalid, the remaining provisions continue in full force.
- Waiver: Failure to enforce any provision shall not constitute a waiver of future enforcement.
10. Contact
For questions about this Master Services Agreement, contact us at:
Banzai International, Inc. d/b/a Parabolic, Inc.
Email: legal@parabolic.io