This Master Services Agreement (“Agreement” or “MSA”) is entered into by and between The Loom Collective, LLC (“Loom” or “Consultant”), a limited liability company organized under the laws of the State of Illinois, and the client (“Client”). By engaging Loom through a signed proposal, estimate, or Statement of Work (“SOW”), the Client agrees to be bound by the terms and conditions of this Agreement.

The Parties agree as follows:

1. Purpose. The Parties agree that Loom and/or its consultants will provide, to the Client, services related to content development, media design, web development, branding, positioning, graphics, video, social media, and/or consulting services such as marketing. This list is not exhaustive and other services could be provided as mutually agreed and set forth in an Addendum. These services shall be referred to as “Work” and will be specified separately.
2. Effective Date. The “Effective Date” means the date of which your first Statement of Work (“SOW”) is signed.
3. Term. The term of this Agreement shall be as specified in the applicable Statement of Work (“SOW”). If no specific term is stated in the SOW, this Agreement shall remain in effect for twelve (12) months from the Effective Date and shall automatically renew for successive twelve (12) month periods unless terminated by either party with sixty (60) days’ prior written notice. For ongoing services such as retainers, hosting, or maintenance plans, the agreement shall remain in effect until either party provides sixty (60) days’ written notice of termination.
4. Statements of Work. All Work performed by Loom on behalf of the client shall be defined in one or more statements of work (“SOWs”) that are separate from this Agreement.
   
   1. There may be multiple SOWs between Loom and the Client, each of which shall be governed by this MSA.
   2. The content of an SOW may modify one or more provisions of this Agreement or an earlier SOW when such intent is clearly indicated in an SOW, but provisions of this Agreement or an earlier SOW that are not modified will remain in effect and govern.
   3. An SOW shall not be in effect until it is signed by both of the Parties.
   4. An SOW shall clearly define the scope of work to be performed as well as a schedule for the performance of this work, paymentsto be made to Loom, and the terms of such payments, all of which shall be subject to the terms and conditions of this MSA.
   5. An SOW between Loom and the Client that is made in connection with this Agreement may also be also referred to as a “related SOW.”
5. Basic Services. The Basic Services provided by Loom are Work that shall be limited to those described in this Agreement as well as any related SOWs that are in effect between the Parties. These Basic Services shall not include production or implementation such as printing, fabrication, installation, media buys, media distribution, or related delivery mechanisms for any work product provided by Loom, unless specifically set forth in a related SOW.  Loom shall have no responsibility to providers of such production or implementation.
6. Additional Services. Additional Services are Work not included in Basic Services and may be provided if agreed to in writing by Loom and the Client or confirmed in writing by Loom. Unless otherwise stated in a related SOW, these services include, but are not limited to, the following:
   
   1. Providing services resulting from changes in design criteria, changes in the extent of services, changes in the complexity of any elements of a related SOW or changes made after approval has been given for services previously performed.
   2. Providing services required by changes in the approved project schedule.
   3. Providing services caused by contractor or fabricator error or default in executing their work in a proper or timely fashion.
   4. Providing services in connection with meetings/presentations beyond those contracted.
   5. Providing any other services that are not within the scope of this Agreement or a related SOW.
7. Legal and Insurance Advice not Provided. Any communication, discussion, or work product provided by Loom in connection with this Agreement, any related SOWs, or in general shall not be construed or relied upon as legal or insurance advice.
8. The Client’s Responsibilities.
   
   1. The Client shall designate a representative authorized to act on its behalf to provide day-to-day working decisions and liaison with Loom (a “POC”).
   2. The Client’s POC shall provide written confirmation of approvals of Loom’s services and of authorizations to proceed with subsequent phases or elements of Loom’s services, rendered promptly to avoid unreasonable delay in the progress of Loom’s services.
   3. The Client shall be solely responsible for proofreading and approving all final type, still images, video graphics, and other content before production, final export, or implementation. Loom shall not be held accountable nor shall Client assert any claim against Loom after proofreading by Client.
   4. Loom’s services for each phase of a project shall commence in a reasonable period of time, but only after written approval of the previous phase is received from the POC. Written confirmation may consist of an email approval, written letter, or electronic signature on draft presentations, drawings, or other documents prepared for the Client. Any verbal instruction or authorization that is confirmed by letter, meeting notes, memoranda, or the like, with a copy sent to the Client’s POC , and to which the Client’s representative takes no exception within five calendar days, shall be deemed equivalent to receipt of written instruction or authorization from the Client’s POC.
   5. Related SOWs shall identify the responsibilities of the Client and associated schedules. Delays by the Client or other factors beyond Loom’s control may require additional time, work effort, or other services resulting in Loom’s efforts to that end being compensated as Additional Services.
   6. If the Client is non-responsive to Loom’s requests or queries, or otherwise prevents the progression of the Work for five (5) or more business days, Loom reserves the right to change an additional restart fee to cover overhead and/or charge for Additional Services as set forth in Section e of this paragraph.
   7. All communications between the Client and any contractor, fabricator, installer, and/or Loom’s consultants, if any, shall be through Loom. For the avoidance of doubt,  all communications related to a project shall include Loom at the time of ny communication.
   8. The Client is responsible for providing all necessary data to Loom, including access to live data feeds, as needed to progress the Work.
   9. The Client is responsible for the cost and effort associated with obtaining and carrying out of regulatory reviews and all communication with and effort related to regulatory bodies.
   10. The Client shall notify Loom of any changes to the formatting of any data provided to Loom within three (3) business days, including but not limited to by way of application programming interface (API), XML files, JSON files, YAML files, comma-separated value (CSV) files, or flat files. Loom shall not be held accountable for compliance failures or changes to websites or related services due to changes in Client-provided data and/or data from third-party data sources.
   11. In some cases, Loom may store at least part of the Client’s historical data for specific purposes, such as graphic visual representation, even if a data maintenance package is not purchased. Nonetheless, Loom is not responsible or liable for providing backups of any data, including but not limited to for compliance-related storage purposes.
   12. The Client shall take care and make all reasonable efforts to provide Loom with any and all information, media, and content that Loom needs to complete its obligations in this Agreement and any related SOWs.
9. Reimbursable Expenses. The following expenses, when incurred by Loom, are not included in the Basic Services unless indicated as such in a related SOW:
   
   1. Outside costs for typography, photo retouching, writing, editing, photography, preparation of special artwork including drawing of logotypes or nonstandard typefaces, and preparation of existing materials for reproduction such as partial or complete redrawing, stock assets line conversion, retouching, captioning within an illustration, diagram, or map, and making camera ready color separation overlays, shall be billed at the amounts invoiced to Loom unless otherwise stated in a related SOW.
   2. Models, mockups, and renderings, photography, printing, reproductions, reproducibles, faxes, telecommunications, long-distance communication, travel, out-of-town living expenses, delivery and messenger service, permit fees, sales tax, use tax, and other transfer or transactional taxes, the like, such shall be billed at 1.10 times amounts invoiced Loom.
   3. When incurred as in-house hourly costs, the above expenses shall be charged at Loom’s standard hourly billing rates.
10. Hosted Services. Upon request, Loom may agree to host services on behalf of the client. These services may include web hosting, blog hosting and maintenance, and potentially other services that would be considered on a case-by-case basis.
    
    1. If Loom is to manage the hosting, the Client shall pay Loom, in advance, an annual fee for the amount stated in the related SOW, and Loom shall select an appropriate third-party host. The Client shall have login credentials to administratively access these services.
    2. If the Client is to manage the hosting, the Client must provide Loom with login credentials to administratively access these services.
    3. When third-party hosting is used, Loom does not control the computers and networks used for this hosting, and will not be held responsible for any defects, faults, downtime, or unavailability of hosted content due to problems outside of Loom’s control.
11. Payments. The basis and amount of Loom’s compensation shall be as described in each SOW.
    
    1. An initial deposit , if any is required by a related SOW, shall be paid prior to commencement of Loom’s services, and is the deposit under this Agreement. The deposit shall be retuned only after Loom is paid in full for all amounts invoiced. At Loom’s discretion the deposit (or any part thereof) may be deducted from any final payment to Loom.
    2. Subsequent payments for Basic and Additional Services and Reimbursable Expenses shall be due and payable upon receipt of Loom’s invoices, unless otherwise stated, which will be submitted monthly or as a lump-sum prior to project finalization or as specified in a related SOW.
    3. Compensation for Additional Services shall be based on Loom’s standard hourly rates, plus any related Reimbursable Expenses, unless otherwise stated in this Agreement or a related SOW. Lump sum or guaranteed maximum fees may be submitted for the Client’s approval beforehand, where the scope of services can be reasonably projected.
    4. Where Loom’s services are to be compensated on an hourly basis, compensation shall be based on Loom’s standard hourly rates set forth on Loom’s standard rate schedules as well as those of any of its consultants if applicable. Copies of these rate schedules shall be attached this Agreement or shall be provided to the Client on request.
    5. In accordance with normal and customary salary and expense review practices, Loom’s standard hourly rates are reviewed and subjected to change each January 1st or annually on a date agreed upon by the Parties.
    6. Disputes or questions regarding an invoice or a portion of an invoice shall not be cause for withholding payments for the remaining amounts due.
    7. Amounts unpaid after the issue date of a Loom invoice shall be assessed a service charge of one and one-half percent (1.5%) per month on balances outstanding. In addition, Client shall be responsible for all attorneys’ fees and expenses incurred by Loom in the enforcement of any collection of any invoices. Any amounts due and owing upon termination of this Agreement shall be invoiced and paid immediately by Client.
    8. This Agreement is not a consumer credit transaction subject to the Federal Truth in Lending Act.
12. Scheduling of Work. This Agreement anticipates that Loom’s services will proceed as expeditiously as is consistent with normal professional skill and care to ensure orderly progress of the Work.
    
    1. Loom’s services shall commence upon the execution of this Agreement and receipt of the deposit (if any) or a related SOW, and shall proceed continuously in accordance with any applicable schedule indicated by the related SOW or, if no such dates have been indicated, in accordance with the dates estimated at the time of the execution of this Agreement. If the Basic Services have not been completed by such dates due to delays caused by the Client or otherwise due to factors not within Loom’s reasonable control, the extension of Loom’s services beyond that time shall be compensated as an Additional Service and shall include any increases in Loom’s hourly rates and other resultant additional costs.
    2. Loom’s services described in the Statement of Work shall be deemed complete upon the expiration of the term the termination of this Agreement or, if the project includes installation work, the date of substantial completion of the installation work, whichever is earliest.
13. Claims and Disputes.
    
    1. All claims, disputes, or other matters in question between the Parties arising out of or relating to this Agreement, a related SOW, or the breach thereof, shall be subject to mediation under the auspices of a recognized neutral third-party professional mediation service, or other mediation method or service acceptable to both Parties, prior to undertaking any legal action. The cost of the mediation service shall be borne equally by the Parties. A demand for mediation shall be made within a reasonable time after the claim, dispute or other matter in question has arisen. In no event shall the demand for mediation be made after the date when the institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statutes of limitation.
    2. In the event any dispute is not resolved through the mediation process described above and should any proceedings be commenced between the Parties to this Agreement or a related SOW seeking to enforce any of its provisions, including, but not limited to, fee provisions, the prevailing party in such proceedings shall be entitled, in addition to such other relief as may be granted, to a reasonable sum for attorney’s fees which shall be determined by the court or forum in such proceedings or in a separate action brought for that purpose. For the purposes of this provision, the “prevailing party” shall include a party that dismisses an action for recovery hereunder in exchange for payment of the sum allegedly due, performance of covenants allegedly breached, or consideration substantially equal to the relief sought in the action or proceeding.
14. Indemnification. The Client agrees to indemnify, defend and hold Loom, its officers, directors, shareholders, employees, agents and its consultants, harmless from and against any and all claims, liabilities, suits, demands, losses, damages, costs and expenses, including, but not limited to, reasonable attorney’s fees and all legal expenses and fees incurred through appeal, and all interest thereon, accruing to or resulting from any and all persons, firms or any other legal entities, on account of any damages or losses to property or persons, including, but not limited to, injuries or death, or economic losses, arising out of the performance or nonperformance of obligations under this Agreement or related SOWs, except to the extent that such damages or losses are found by a court or forum of competent jurisdiction to be caused by the Loom’s grossly negligent errors or grossly negligent omissions.
15. Termination.
    
    1. Prior to the expiration of the term of this Agreement, this Agreement may be terminated by either Party upon 60 days written notice should the other Party fail substantially to perform in accordance with this Agreement or a related SOW.Notwithstanding the foregoing, Loom may terminate this Agreement upon written notice to Client of its failure to pay any invoice which remains unpaid by Client for more than 30 days of the date of invoice. Regardless of termination by Loom for non-payment, all payments due and owing to Loom shall survive termination of this MSA or any related SOW. Effective upon written notice of termination to the Client, Loom shall forthwith cease to have have any obligation to continue to perform any services, complete any Work or perform any Basic Services or Additional Services under this MSA. In addition, this MSA may be immediately terminated by Loom  if the Client files for bankruptcy, makes a resolution for its winding up, makes an arrangement or composition with its creditors or makes an application to a court of competent jurisdiction for protection from its creditors or an administration, or winding-up order is made or an administrator or receiver is appointed in relation to the Client. All payment obligations of Client shall survive termination of this MSA (regardless of the reason) and be paid immediately, together any service charges or attorneys’ fees and expenses incurred thereon.
    2. A terminating Party shall promptly notify the other Party in writing of its intent to terminate this Agreement and specify the details for which there is a failure to substantially perform in accordance with the MSA or any SOW.
    3. Upon non-payment of fees or expenses owed to Loom, after 60 days, Loom may, without waiving any rights or remedies to fully collect the amounts then owed, provide written notice of suspension of its obligations hereunder until Client has made full payment of all amounts owed. Notwithstanding any suspension, Loom may determine at any time to withdraw its suspension, or in the alternative immediately terminate this Agreement provided however, in all events any amounts owed Loom shall survive termination of this MSA.
    4. If the Work is terminated, abandoned, or suspended, Loom shall be fully compensated for all amounts due for services performed and expenses incurred up to the notice of termination, abandonment, or suspension.
    5. If the Work is resumed, Loom’s compensation shall be equitably adjusted for expenses incurred in the interruption and resumption of services. Reasonable termination expenses attributable to termination shall also be due to Loom. Loom shall not be held liable for delay or damage caused to the Client because of termination.
    6. In the event that the Client terminates this Agreement prior to completion of the Work, or engages Loom for partial or less than full services throughout any phase of the Work, in addition to be responsible for all amounts due Loom at the time of termination the Client agrees to indemnify, defend and hold Loom, its officers, directors, shareholders, employees, agents and its consultants, harmless from and against any and all claims, liabilities, suits, demands, losses, damages, costs and expenses, including, but not limited to, reasonable attorney’s fees and all legal expenses and fees incurred through appeal, and all interest thereon, accruing to or resulting from any and all persons, including, but not limited to, injuries or death, or economic losses, arising out of the Work.
16. Governing Law. This Agreement will be governed by, and interpreted and construed in accordance with, the laws of the State of Illinois. The Parties agree that the state or federal courts located in Cook County, Illinois, shall be the sole and exclusive venue for the resolution of any dispute relating hereto, provided that actions to enforce a judgment or to enforce injunctive relief may be brought elsewhere as appropriate.
17. Ownership of Work Product.
    
    1. Herein, the term “mark” shall refer to any statutory or common law trademark (registered or unregistered), trade dress, or designation of origin.
    2. Upon final payment in full for all services rendered by Loom, designs, marks, names, text, still images, video or other material (and all intellectual property rights contained therein) that were developed in the course of the Work and in the final form that is approved by the Client and selected for its use, shall become the Client’s exclusive property as provided by applicable national and international laws and treaties. Any such items or materials that are the Client’s exclusive property may not thereafter be used by Loom without the written permission of the Client which shall not be unreasonably withheld for its own marketing and advertising.
    3. All other designs, marks, names, text, still images, video or other material developed by Loom in the course of the Work shall remain the property of Loom, as is customary in the profession. These include, but are not limited to, all preliminary concepts or proposals, unapproved or unselected concepts or proposals, presentations made by Loom, and all intellectual property rights contained therein. These items remain the exclusive property of Loom and may not be used by the Client without the written permission of Loom. The Client shall be entitled to temporary possession of such materials only for the purpose of review and archival reproduction, after which all materials shall be returned, unaltered, to Loom.
    4. Loom retains rights to any and all software, content, layout, interface, business logic, algorithms, or other techniques and know how used in the course of the Work and reserves the specific right to reuse any or all of these for other clients. This provision also applies to any hosted services provided by Loom to the Client.
    5. Loom shall retain all final artwork, drawings, and specifications, for a period not to exceed one (1) year, unless otherwise specified in a related SOW, from the date of the signing of this Agreement. Upon expiration of this period, all such materials may be destroyed unless the Client has requested, in writing, that they are to be retained, and the Client pays reasonable storage charges. The Client shall have reasonable access to all such materials for the purpose of review.
    6. Use or reuse of any designs, marks, names, text, still images, video or other material developed by Loom beyond those granted to the Client herein shall require payment of a mutually agreed-upon additional fee.
    7. To the extent required, legal transfer, appropriate registration, or other protection of designs, marks, names, text, still images, video or other material that is to become the Client’s property is the Client’s sole responsibility and shall be done promptly after approval to preserve such rights.
    8. If applicable, Loom shall cooperate with the Client as reasonably necessary to facilitate the protection of the Client’s designs, marks, names, text, still images, video or other material developed in the course of the Work.
    9. The designs, marks, names, text, still images, video or other material created by Loom are based upon representations and warranties from Client believed not to infringe upon the rights of others. However, Loom shall not be responsible to Client that Client will be immune from claims of others due to the complexity of the laws and regulations governing such rights and the virtual impossibility of searching the names and designs worldwide. Loom advises Client to consult its own legal counsel as to both availability and registerability of any proposed designs, marks, names, text, still images, video or other material prior to those items being finally approved. If the Client’s availability search determines that the proposed designs, marks, names, text, still images, video or other material is ineligible for registration due to similarities to preexisting work in the United States of America or elsewhere, the Client shall request that Loom provide another an alternative for the Client’s use.
18. Confidential Information.
    
    1. “Confidential Information” means any non-public, confidential or proprietary information of either of the Parties, whether of a technical, business or other nature including, but not necessarily limited to: trade secrets, know how, technology, software code, logic, techniques, software tools, formats, designs, concepts, methods, processes and ideas, and information relating to the products, services, customers, promotional and marketing activities, finances, and other business affairs, opportunities or strategies of either Party.
    2. Confidential Information does not include information that the recipient can establish (i) was known to the recipient prior to disclosure without obligation of confidentiality; (ii) was lawfully received by the recipient from another person without obligation of confidentiality; (iii) was lawfully and independently developed by recipient without use of or reference to the other Party’s Confidential Information, (iv) is or becomes part of the public domain through no fault of the recipient, or (v) is publicly disclosed (i.e., not under adequate protective order) under an order of a court or government agency.
    3. Each Party may use Confidential Information received from the other for the purpose of progressing and/or completing the Work. The parties may make no other use of Confidential Information received under this Agreement or related SOWs, and the parties may make no more than the minimum number of copies of such Confidential Information that are necessary to carry out the purpose of this Agreement or related SOWs. Each copy must retain all proprietary and copyright notices that are incorporated in the original form of the Confidential Information.
    4. Each Party must safeguard Confidential Information received under this Agreement and related SOWs from unauthorized disclosure using the same degree of care as it uses to protect its own information of like importance, but at least reasonable care. The parties may make Confidential Information received under this Agreement and related SOWs available to only those employees who have a need for such access, and only after such employees are informed of the recipient’s obligations under this Agreement and related SOWs. Each Party must provide the other with notice of any governmental, judicial or administrative order or proceeding to compel the disclosure of Confidential Information received under this Agreement or related SOWs, as promptly as the circumstances of such order or proceeding reasonably permit, and must give the other Party the opportunity and authority to oppose any such order or proceeding.
19. Assignment. Neither of the Parties may assign any of its rights or obligations under this Agreement or any related SOWs without the prior written consent of the other Party. Notwithstanding the foregoing, Client acknowledges and agrees that Loom may utilize one or more consultants to perform its obligations hereunder. In the event that the Client assigns this Agreement or related SOWs to another party, Loom shall be compensated for additional fees, expenses, and legal costs incurred by Loom in connection with this change.
20. Limitation of Liability. The Client hereby agrees that Loom’s total liability to the Client for any and all injuries, claims, liabilities, losses, costs, expenses, damages, or attorney’s fees arising out of or in any way related to the Work, from any cause or causes including, but not limited to, Loom’s negligence, errors, omissions or breach of contract, shall not exceed the deposit received by Loom under this Agreement,  This limitation of liability shall apply to the Client’s claims for damages as well as the Client’s claims for contributions and indemnity with respect to third-party claims.
21. Severability. If any term of this Agreement or a related SOW is to any extent illegal, otherwise invalid, or incapable of being enforced, such term shall be excluded to the extent of such invalidity or unenforceability, all other terms thereof shall remain in full force and effect. To the extent permitted and possible, the invalid or unenforceable term shall be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term.
22. Force Majeure.
    
    1. Neither of the Parties shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections, and/or any other cause beyond the reasonable control of the Party whose performance is affected.
    2. Neither of the Parties shall be liable for any failure or delay in performance under this Agreement or related SOWs (other than for delay in the payment of money due and payable hereunder) to the extent said failures or delays are proximately caused by causes beyond that Party’s reasonable control and occurring without its fault or negligence, including, without limitation, failure of suppliers, subcontractors, and carriers, or Party to substantially meet its performance obligations under this Agreement and related SOWs, provided that, as a condition to the claim of non-liability, the Party experiencing the difficulty shall give the other prompt written notice, with full details following the occurrence of the cause relied upon. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused at no additional expense.
23. Entire Agreement. This Agreement is the entire agreement between the Parties and supersedes all earlier and simultaneous agreements regarding the subject matter thereof. This Agreement may be amended only in a written document, signed by both Parties.