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Master Services Agreement

Last Updated: December 30, 2025

THIS MASTER SERVICES AGREEMENT ("Agreement") is effective as of the signing date of the applicable Order Form and/or Statement of Work, including any Exhibits (together "Order Document(s)") by and between you ("Client") as the party executing the Order Documents and Proofmap, LLC ("Proofmap"). Client and Proofmap may each be referred to as a "party" and collectively as the "parties."

In consideration of the mutual promises and agreements set forth herein, the parties agree as follows:

Section 1: Scope of Services

This Agreement consists of the general terms and conditions set forth herein (the "Terms and Conditions"), and any properly executed Order Documents, which are incorporated by reference herein. During the term of this Agreement, Proofmap agrees to perform services ("Services") as specified in any Order Document. Each time Client engages Proofmap to perform Services, a new Order Document shall be prepared specifying the scope of Services specific to that engagement. Each Order Document represents a separate contract that incorporates the Terms and Conditions and is governed by this Agreement. All changes to any Order Document may only be made in writing and signed by an authorized representative of each party. In the event of any conflict between the terms of this Agreement and any Order Document, the terms of this Agreement shall govern, unless otherwise explicitly stated in the Order Document.

1.1 Revision Policies

Revision policies are specific to the Services outlined in the applicable Order Document and may vary per project in the sole discretion of Proofmap.

1.2 Web Development Services

For any Services that include website development, design, or integration ("Web Development Services"), Proofmap's obligations shall be limited to the successful implementation and delivery of the specified deliverables. Proofmap's responsibilities shall be considered complete upon the Client's final acceptance of said deliverables. The Client acknowledges that unless explicitly stated otherwise in a separate agreement, Proofmap is not responsible for ongoing website maintenance, hosting, security, performance, or ensuring compatibility with future updates to the Client's content management system or third-party software.

1.3 Client Responsibilities for Web Development Services

To ensure the timely and successful execution of any Web Development Services, Client agrees to provide Proofmap with prompt and necessary access to its systems, personnel, and materials. This includes, but is not limited to, providing administrative access to the Client's website backend, timely delivery of brand assets and other required content, and making relevant stakeholders available for feedback and approvals. Proofmap shall not be held liable for any delays, failures, or additional costs resulting from the Client's failure to meet these obligations.

2. Compensation

2.1 Fees

The fees for Services will be set forth in each applicable Order Document. Unless otherwise stated, all invoices are due within thirty (30) days from the invoice date. Any undisputed amounts unpaid after thirty (30) days will accrue interest at the rate of 1.5% per month or the maximum amount permitted by law, whichever is lower. In addition to finance charges, Proofmap reserves the right to recover collection costs, including reasonable attorney fees, and any other amount recoverable under the law.

2.2 Taxes

Any and all amounts payable hereunder are exclusive of any goods and services, value added, sales, use, excise or other similar taxes (collectively, "Taxes"). Client is solely responsible for paying any applicable Taxes. If Proofmap has the legal obligation to collect any Taxes, Client shall pay Proofmap same as indicated on the invoice by Proofmap.

3. Term and Termination

3.1 Term

The term of this Agreement will begin on the Effective Date and will continue in full force and effect until terminated pursuant to the terms of this Agreement. The term of an Order Document shall begin on the commencement date stated in that Order Document and continue in effect for the agreed term stated in that Order Document, unless earlier terminated as herein permitted.

3.3 Survival of Obligations

The provisions of this Agreement that by their nature are intended to survive termination or expiration (including confidentiality, indemnification, and intellectual property rights) shall survive any termination of this Agreement.

4. Representations and Warranties

4.1 Proofmap Representations

Proofmap represents and warrants that:

  • It has the necessary skills, expertise, and legal authority to enter into this Agreement and any applicable Order Document and perform its obligations hereunder in compliance with all applicable laws, rules, and regulations.
  • If Proofmap includes any content, any third party materials, including, but not limited to, written works, photography, music, use and likeness, sound recording, video recordings, or any other content that requires licenses and/or approvals, other than those provided by Client, Proofmap has obtained all required licenses and approvals required for inclusion in the Services.
  • Any website development Services will be performed in a professional and workmanlike manner. However, Proofmap expressly disclaims any and all warranties related to the performance, security, or functionality of the Client's pre-existing website, hosting environment, content management system, and any third-party plugins or software. Proofmap is not liable for any issues, conflicts, or failures arising from the Client's underlying technology infrastructure.

4.2 Client's Representations

Client warrants and represents that:

  • It has and will have full power and authority to enter into this Agreement and any applicable Order Document;
  • That it has all necessary rights, licenses, and permissions to provide any content, materials, or intellectual property to be included in the Services;
  • That it will be solely responsible for ensuring that any content provided to Proofmap, including information received directly from Client's customers for use in the Services, is accurate and does not infringe any third-party rights.

If Client includes, or requires Proofmap to include, any content, any third party materials, including, but not limited to, written works, photography, music, use and likeness, sound recording, video recordings, or any other content that requires licenses and/or approvals, Client warrants and represents that:

  • Client has obtained all appropriate authorizations and releases, including, but not limited to, all releases of a third party's appearance, name, image, voice, personal identification, use and likeness that Proofmap includes on behalf of Client in any testimonial, social media post, audio, video, visual, or recording, and
  • Client has obtained all required licenses and approvals and shall be solely liable for any payment due therefrom.

5. Indemnification

5.1 Indemnification by Proofmap

Proofmap shall indemnify, defend, and hold harmless the Client, its officers, directors, employees, and agents, from and against any claims, liabilities, damages, or expenses (including reasonable attorney fees) arising out of or related to any claim that content developed by Proofmap and delivered to the Client infringes upon any third party's intellectual property rights, provided that the Client has not altered or modified such content.

5.2 Indemnification by Client

The Client shall indemnify, defend, and hold harmless Proofmap its officers, directors, employees, and agents, from and against any claims, liabilities, damages, or expenses (including reasonable attorney fees) arising out of or related to:

  • A breach by the Client of its obligations, representations, or warranties under this Agreement;
  • Gross negligence or willful misconduct in connection with the subject matter of this Agreement;
  • Client's infringement of any intellectual property regarding content provided to Proofmap by the Client; or
  • Any claim, liability, or damage arising from the Client's website or its underlying technology, including but not limited to security breaches, data loss, or service interruptions, except to the extent such claims are a direct result of Proofmap's gross negligence or willful misconduct.

6. Limitation of Liability

Except for indemnification obligations and claims related to gross negligence or willful misconduct, neither party's aggregate liability shall exceed the total amount paid under the applicable Order Document in the twelve (12) months preceding the event that gives rise to the claim. In no event shall either party be liable for indirect, incidental, consequential, or punitive damages, including loss of profits or revenue.

7. Confidentiality

7.1 Confidential Information

Each party may disclose (the "Discloser") to the other party (the "Recipient") certain commercially valuable or otherwise proprietary or confidential information relating to the Services, operations, products, sales and business of the Discloser and its affiliated and related companies or third parties including, without limitation, trade secrets, processes, promotional information, item rankings, data and know-how, software programs, techniques, marketing plans, strategies, forecasts, unpublished copyrightable material, consumer lists, personal information with respect to employees, customers or others, sources of supply, prospects or projections, or any other proprietary or confidential matter, ("Confidential Information"). Confidential Information shall include, but is not limited to, intellectual property, methods, methodologies, business plans, trade secrets, and information relating to any and all aspects of the disclosing party's business or products. Confidential Information can be contained in any medium, including verbal form, graphic form, machine readable or electronic form, or written or other tangible form, whether or not marked as confidential.

7.2 Duty of Care

Each party shall apply to the Confidential Information at least no less security measures and degree of care than those which it applies to its own confidential information but in no event less than a reasonable degree of care. Each party shall only make Confidential Information available to those employees, subcontractors, consultants and agents who have a need to know such Confidential Information in order to carry out the purpose of this Agreement or any Order Document; provided, however, the Recipient may disclose Confidential Information if such disclosure is required pursuant to any government statute, regulation or any court order, provided that the Recipient takes reasonable actions to avoid and/or minimize such disclosure, including, if possible, providing prompt, advance notice of the impending disclosure to enable the Discloser to see a protective order or otherwise prevent such disclosure. Under no circumstances shall Client utilize Proofmap's Confidential Information to create a competing product, solution or service and any such action shall be considered a material breach of this Agreement and the intellectual property provisions contained herein.

7.3 Exclusions

Confidential Information shall exclude any information that:

  • Is or becomes part of the public domain through no wrongful act or failure to act on the part of the Recipient;
  • That is rightfully received by Recipient from a third party in possession of it who was not subject to any restrictions on the disclosure of such information;
  • Is approved in writing for release by an authorized officer of the Discloser; or
  • Which has been independently developed by Recipient (as evidenced by its written records) without violation of this Agreement or any rights of the Discloser hereto.

The obligations with respect to Confidential Information shall survive for a period of two (2) years after the termination or expiration of this Agreement. The parties shall return the Confidential Information and all corresponding files upon receipt of written request from the other party.

7.4 Data Privacy and Processing

Privacy of Client data is governed by Proofmap's Privacy Policy, which can be found at https://proofmap.com/privacy-policy/. To the extent performance of the Services requires Proofmap to process Client data or otherwise engage subcontractors to do the same, Proofmap's Data Processing Agreement (and any applicable downstream data processing agreements) shall govern the use and protection of such data to ensure compliance with applicable privacy laws.

8. Independent Contractor Relationship

Nothing contained herein shall be deemed or construed to create any partnership or joint venture between Client and Proofmap. All activities by Proofmap, or its subcontractors, under the terms of this Agreement shall be carried on by Proofmap, or its subcontractors, as an independent contractor and not as an agent for or employee of Client. Under no circumstances shall any employee of Proofmap or employee of its subcontractors be deemed or construed to be an employee of Client, nor shall Proofmap and Client be deemed to be co-employers of any employee or subcontractor. Each party shall be solely responsible for payment of compensation to its personnel. Each party shall pay and report, for all of its personnel all federal and state income tax withholding, social security taxes, and unemployment insurance applicable to such personnel.

9. Assignment

Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that Proofmap may assign this Agreement without consent in connection with a merger, acquisition, or sale of substantially all of its assets.

10. Force Majeure

Neither party will be liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including but not limited to acts of God, government actions, fires, floods, labor disputes, pandemics, and power failures. In the event of a force majeure event, the affected party shall promptly notify the other party and use reasonable efforts to mitigate the impact. If the event lasts more than thirty (30) days, either party may terminate the Agreement by providing written notice to the other party.

11. Intellectual Property

11.1 Proofmap Ownership

Proofmap retains ownership of any and all methodologies, processes, templates, systems, designs, tools, or proprietary materials developed by Proofmap in the performance of the Services, including general know-how or skills developed during the course of performing the Services. Proofmap shall own all of its delivery data, which shall include, but is not limited to, all materials, information, photography, writings, files, data files, documentation, and other content or materials provided by Proofmap to Client as part of the Services or that is aggregated and collected by Proofmap in order to provide the Services hereunder to Client. Proofmap owns all copyrights, trademarks related to its identifiable brand verification ("Proofmap Verification Marks").

11.2 Client Ownership of Final Deliverables

Subject to full payment of all applicable fees, Client shall own all rights, title, and interest in and to the final, underlying content assets produced by Proofmap and delivered to Client as specifically outlined in an Order Document ("Final Deliverables").

Final Deliverables include, but are not limited to, final video files, raw footage, and document files (e.g., PDFs). Ownership rights to Final Deliverables shall transfer to Client only upon Proofmap's receipt of full payment for said Deliverables. For the avoidance of doubt, Final Deliverables expressly exclude Proofmap Verification Marks as defined in Section 11.1.

11.3 License to and Status of Proofmap Verification Marks

Proofmap grants Client a worldwide, perpetual, non-exclusive, non-transferable license to display the Verification Marks on the corresponding Final Deliverables for which they were issued.

Client acknowledges that each Verification Mark corresponds to a public-facing Verification Record maintained by Proofmap, with or without regard to Client's underlying web hosting or infrastructure or whether Proofmap was engaged to develop such web interface. Proofmap maintains the right to modify the Verification Record in its sole discretion. This record will display a status, such as "Active" or "Inactive," which reflects the current validity of the underlying customer story. The status of this record is the sole and final indicator of a story's verification status.

A Verification Record's status is designated as "Active" for one (1) year following the date of final interviewee approval. The status will be changed to "Inactive" if the story's accuracy cannot be re-confirmed through Proofmap's annual validity check process. Proofmap is only obligated to conduct this annual validity check if the Client maintains an active and fully paid service agreement at the time of the record's anniversary.

11.4 Trademark Use

Proofmap may use the names, logos, trademarks, including materials developed in the performance of the Services, to publicize the existence of the business relationship established by this Agreement.

12. Miscellaneous Provisions

12.1 Governing Law

This Agreement shall be governed by the laws of the State of Texas, without regard to conflicts of law principles. Any disputes shall be resolved in the courts located in Austin, Texas.

12.2 Waiver

No waiver of any provision or right under this Agreement shall be effective unless in writing and signed by the party against whom the waiver is claimed.

12.3 Entire Agreement

This Agreement, together with any active Order Documents, constitutes the entire understanding between the parties with respect to the subject matter herein and supersedes all prior agreements and understandings, whether oral or written.

12.4 Non-Solicitation

During the term of this Agreement and for twelve (12) months thereafter, Client shall not directly or indirectly solicit or hire any employee or contractor of Proofmap, who was introduced in connection with this Agreement, without prior written consent.

12.5 Notices

All notices under this Agreement must be in writing and delivered to the other party at the addresses provided in the Order Document.