This Master Services Agreement (the “Agreement” or “MSA”) is by and between Electric Citizen, a Minnesota limited liability company located at 2744 Lyndale Avenue South, Minneapolis, MN 55408 (“Company” or “we”), and any organization doing project or support work with Electric Citizen (“Client”). Company and Client shall each be known as a “Party” and collectively as the “Parties”.

Last Updated: 2/3/25

01. The Work

A. Services

Client agrees to be bound by the terms and conditions of this MSA for all Statements of Work

(“SOW”) subsequently agreed to by the Parties. Each SOW shall incorporate by reference the terms and conditions of this MSA which shall govern how the services are provided by the Company to Client. Once signed by the Parties, each SOW shall become a separate binding engagement and shall incorporate by reference the provisions of this Agreement. To the extent there is any inconsistency between this Agreement and any SOW, the provisions of this Agreement shall control unless the SOW expressly states that the applicable additional or differing terms in the SOW shall control. 

B. Statement of Work is an Estimate

Each SOW will include the Company’s estimate of the cost to complete the particular project. The Company does its best to accurately estimate project costs upfront based on the scope as it is defined in the Client’s work request. The estimate is based upon the list of features documented in the SOW. 

Any feature not specifically referenced and estimated in the SOW is not included in the current scope of the project. If the Company agrees in an SOW to a Not-To-Exceed engagement, the Company will stop performing Services if doing so will cause the Company to exceed the agreed upon limit. In such events, the Company will notify the Client, and the Parties will mutually agree in writing to proceed before any additional work is done which exceeds the approved Not-To-Exceed amount.

C. Client Responsibilities

Client is responsible for the delivery of Client inputs as defined in the SOW. Typical Client inputs include brand guidelines, media files, product strategy, code, design, content, third party libraries, software / service purchases, quality / acceptance testing. Should Client be delayed or unable to deliver as per the requirements of the SOW, the timeline and budget will be adjusted accordingly. Client is responsible for ensuring that any Client inputs complies with all applicable rules, laws and regulations.

D. Client Sign Off

The Company recommends that Client engage internal Client QA resources. The Company will identify signoff milestones of deliverables, features, and sprints during the planning and discovery phase of any project. The Client and their QA team will be responsible for ensuring that each deliverable, milestone and the end product adhere to the agreed-upon requirements. Signoff by the Client’s Primary Point of Contact (“PoC”) must be delivered in writing upon completion of a specific project milestone. If a written response is not received from the PoC within 2 weeks after completion of the applicable milestone and/or end product, deliverable shall be deemed as automatically approved by Client.

E. Project Timing

In order to ensure that commitments can be met, the Company will commit resources for the duration of the Project window defined in the Project schedule set forth in the SOW. The estimated cost of each Deliverable and the overall budget are shaped by the schedule. Should the Client need to extend or accelerate the duration of the Project, an additional fee may be assessed proportional to the impact on the Project costs to the Company. Such additional fee shall be disclosed to, and approved by, the Client in advance of such additional fee being imposed.

If the Project is delayed by an unscheduled Client delay of over two weeks, the Company may put the Project on hold and may reallocate resources to other customers. As such, weekly status meetings, code sprints, technical work and/or any other routine interactions shall temporarily cease. When the Client is ready for work to resume, the Project will be rescheduled based upon the Company’s availability and a rescheduling fee will be assessed. Any work and meetings requested by the Client during the hold period will be billed time & materials at the Company’s current hourly rate per person.

H. Site Compatibility

The Company will complete any new work with a goal of compatibility, consistency and function across all browsers with a 3% or higher market share in the past 6 months (mobile or desktop, as defined by StatCounter for the United States). Any bugs or inconsistencies between these browsers and operating systems will be addressed to a reasonable degree of consistency and/or functionality. This does not apply to any existing codebase and work done by others outside of the SOW. Any remedies needed for the existing site codebase may involve additional costs to the Client unless specifically included in the SOW.

I. Project Warranty

The Company will provide patches and bug fixes for any bugs or issues included in the scope of work that were introduced by the Company during the deployment to production / launch process. Bugs and issues found in features that were previously approved by the Client during the course of the Project will not be covered by the warranty. Issues must be reported by the Client within 30 days following the date of Project completion, as defined by the date the Client signs off on the deliverables. For Projects under 60 days, the duration of the warranty will be defined within the SOW. All bug fixes outside of the Project scope or after the grace period are the responsibility of the Client. Should further support be necessary, a support SOW may be negotiated. 

02. The Finances

A. Payment Terms

All payments are due within 30 days of the invoice being sent. Late payments may be charged a 1.5% per month fee compounded monthly (or the maximum allowable by law, if less). Client agrees to the payment schedule outlined in the SOW. Should an undisputed payment be late, the Company reserves the right to freeze all work until accounts are settled. Regardless of the nature of the dispute, Client agrees to pay any undisputed amount pursuant to the agreed upon payment schedule.

Should the Client elect to terminate this project once it has begun, the Company will invoice for actual work performed to date, plus expenses. Should the Company find it necessary to refer past due accounts to an attorney for collection, Client agrees to reimburse the Company for all attorney’s fees and collection costs incurred. Any such fees incurred in the collection process will be added to the amount due, and the account shall not be considered paid in full until the entire debt has been settled.

Should a project not be completed by the Term agreed upon, the non-breaching party may terminate this Agreement by providing the other party with at least ten (10) days advance written notice, allowing such party the ability to cure such breach identified in the notice. Failure to cure the breach by the tenth day following the notice shall result in the termination of this Agreement as of midnight on the tenth day. Any and all obligations of the non-breaching party shall be suspended or canceled depending on whether the breach is cured or this Agreement is terminated pursuant to the terms and conditions herein. Any and all earned and unpaid fees and costs and expenses incurred shall be due and payable upon the effective date of termination. The fees due and payable as of the effective termination date shall be calculated based on level of completion of the Work on a pro-rata basis. 

B. Hourly Billing

Time & Materials is billed hourly at the Company’s current rates as set out in the applicable SOW and invoiced on a monthly basis in arrears. The Company will review work requests in our Project management system, plan sprints and provide a cost estimate per ticket based upon priority. Once approved, with an executed SOW in place, work will proceed. For “Not To Exceed” engagements, as soon as we know that a project may go over the estimate, the Client will be alerted, and the Parties will mutually agree to proceed before any work is done which exceeds the approved estimate. A breakdown of hours per billing period by task and / or by deliverable will be made available upon request.

C. Fixed Billing

Fixed billing projects will have a payment schedule outlined in the SOW. Any scope changes during the course of the project will require a written and approved change order.

D. Materials

Licenses, media files, specialized software, server costs, code versioning services, project management tools, and any other assets or services required specifically for this project, pre-approved by Client and paid by the Company, will be billed monthly to the Client. The Client will buy the materials or services directly unless specifically agreed upon in writing. Any effort required by the Company around purchasing tools, services or assets will be invoiced at the Time & Materials rate. 

E. Travel

This engagement is subject to the Company’s then current travel policy which is available upon request.

03. Ownership

A. Intellectual Property & Ownership

As defined in the applicable SOWs, the Company will provide the completed deliverables (“Finished Product(s)”) to the Client in the form of source code files, object code files, data files, rendered assets, paper documents and other asset files. The Finished Product(s) does not include process materials, comps, prototypes, notes, or other assets generated throughout the project unless specifically stated within the SOW. The Finished Product(s) become the exclusive property of the Client upon acceptance of delivery and complete payment of all terms as set forth in the SOW(s). 

The Finished Product(s) may include content from third parties, integrate with services, open-source projects, or whose intellectual property rights (such as copyrights, trade secrets, patents, etc.) are entirely owned by the Company. The Company represents and warrants that it has a legal right to use any such existing content in the creation of the Finished Product(s). The Client’s right to use such content is subject to the licenses provided in this MSA, the SOW, and licenses specifically defined by their respective owners. Such code and other underlying technologies do NOT become the property of the Client, only the Finished Product(s). No rights to these dependencies are expressed or implied.

B. The Company Product Lines

The Company maintains a set of development tools that are owned and managed by the Company, such as our local site installers. These tools are fundamental to the development of large-scale custom websites and platforms. We utilize them to successfully execute the services defined in the SOW. Code from these tools are embedded for the Client’s use in combination with the Finished Product(s). Clients will not distribute or use the tools on projects outside of those defined within the associated SOWs, or otherwise utilize it in a manner objectionable to the Company. Should the Client desire to purchase standalone access once this Agreement has expired or for projects not defined in the SOWs, they can do so as part of a separate contract. 

My Company’s SaaS Products: Any purchase, support or use of a Software-as-a-Service offerings will be done under the terms and conditions of that service and is not covered under the terms of this Agreement.

Finished Product(s): Unless a specific time period is defined within the SOW, Client may use the Finished Product(s) indefinitely so long as the Client continues to comply with the terms of this Agreement and any applicable SOW. The Company provides no guarantee outside the terms defined in the SOW to support the Client’s continued use of the Finished Product(s).

C. Credit

We take pride in our work and like to share our combined success. Client agrees that the Company shall have the right to include the Clients trade name and applicable brand reference within its roster of clients. When publicly available, the Client’s project will be directly referenced as part of the Company’s business portfolio.

04. The Limits

A. Dependencies

In the event that any aspect of this Agreement is dependent on a separate third party or the Client’s in-house team, the quality and punctuality of the Finished Product(s) (as defined in the SOW) may be subject to said party’s ability to meet the required timelines and / or level of quality. The Company is not responsible for any delay or defect caused by separate third parties or the Client’s in-house teams except in such cases where the Company has engaged such third-party to perform a portion of the Company's obligation under any applicable SOW.

B. APIs & Third-Party Services

The Company is not responsible for the uptime, performance or stability of any third-party service. Should an API or service change and in any way affect the application or alter scope, additional budget may become required and the timeline may be affected. The Company will document all required integration points.

C. Content & Copyright

Client is ultimately responsible for the creation, entry, design, review, and final quality of all their content. This includes web copy, media files, documents and embedded assets. Specific responsibilities from both the Company and the Client will be defined in the SOW or documented during the planning phase. 

The Company and Client will both observe applicable copyright and trademark laws. Client will obtain permission from any copyright owner to use their asset (stock media, code library or snippet, font and third-party tool) that has any restrictions, requires payment or affects the copyright or ownership of the deliverable.

D. Accessibility

Applicable deliverables from both the Company and the Client will comply with the accessibility standards set forth in the SOW at the time of delivery. The Company is not responsible for any accessibility requirements outside the specific deliverables defined in the SOW. Should no accessibility requirements be set forth in the SOW, the Client releases the Company from any obligation from accessibility compliance. Client is responsible for the accessibility compliance of all web content (user created text, images, video, sound, files) and any/all changes made to the Finished Product(s) by all parties aside from the Company.

E. Hosting & DevOps Services

The Client is responsible for choosing, paying for, and maintaining any required hosting solutions and associated services. This can include, but is not limited to test, staging, production servers, CDN servers, domains, code versioning hosting, project management tools, documents, data storage, media storage, or other paid services required for the project. The Company is NOT responsible for down time, poor performance, or loss of data caused by the hosting provider. Additionally, the Company is not responsible for any bug caused by changes on the host after the delivery of the work detailed in the SOW, including but not limited to updates to operating system, compile systems, code libraries and languages, or any changes resulting from security violations.

The Company provides “DevOps” services which includes the configuration of the servers, deployment infrastructure, caching and scaling support, monitoring of performance and establishing redundancy of services. The Company is not accountable for the cost of hosting infrastructure. Any changes in hosting cost due to planned or unexpected fluctuations will be the responsibility of the Client.

DevOps services typically operate using available hours from an existing support contract. In the event of an emergency (an outage or imminent critical failure), if the Client lacks available support hours, and the Company is unable to contact the Client to secure additional budget, the Company has the discretion to spend up to 12 billable hours at the standard hourly rate in an effort to temporarily address the outage.

All DevOps communication response times will comply with the window defined within the Response Time section of this Agreement and the applicable SOW.

F. Backups

The Company maintains internal backups of active project code and design files. This backup system is not intended as a solution for the Client, rather as a code archive through the duration of this engagement. While the Company backup system is fully redundant, it is not guaranteed and does not support any content produced by the Client. The Client is solely responsible for the backup and restoration of the Finished Product(s) and any associated data should the Company not be engaged to provide ongoing DevOps services.

G. Security

Although the Company makes every effort to provide secure Finished Product(s), due to the nature of rapidly advancing technology, the Company can in no way guarantee that the Finished Product(s) will not be subject to security breaches. The Company recommends the use of strong passwords and the observance of standard security practices. In order to minimize the chances of security violations, systems should be updated often. The Client is solely responsible for tracking software updates which may affect their system should the Company not be engaged to provide ongoing Support services.

H. Independent Contractors

The Company may, at its sole discretion, engage subcontractors to fulfill any portion of this Agreement or the SOW or delegate its obligations to a third party, provided that such delegation shall not relieve the Company of its obligations hereunder or thereunder.

Nothing in this Agreement will create, or be deemed to create, a partnership or the relationship of employer and employee between the parties. The Company shall be responsible for the payment of compensation to its own employees and subcontractors and shall be responsible for the proper reporting and payment of all federal, state, and local taxes due on payments made to the Company by the Client. The Parties shall pay all employment taxes, including, without limitation, worker's compensation, statutory disability insurance and unemployment insurance, applicable to the respective party and its respective employees and subcontractors. The Parties shall have the sole responsibility for providing such benefits to its respective employees and/or subcontractors. 

Except as otherwise set forth in this Agreement, neither party shall be responsible for the responsibilities, taxes, or otherwise of the other party. Neither party nor any employee or subcontractor employed by either party shall act, appear to act, or be deemed for any purpose whatsoever to be an agent, employee, servant or representative of the other party.

I. Non-Solicitation

If during or within one year of termination of this Agreement the Client solicits and then hires or contracts with any employee or independent contractor of the Company, the Client agrees to pay the Company a finder’s fee of 50% of the annual salary or contract fees offered to the contractor or employee. Said payment will be rendered within 30 days of hiring or contracting the applicable contractor or employee.

J. Limited Liability

The Client alone shall be responsible for: (a) the accuracy and adequacy of information and data furnished for processing; (b) any use made by the Client of the output of the software or any reliance thereon; (c) obtaining the required licenses and respect copyright for any and all third-party assets including but not limited to fonts, media, and software and (d) taking any and all steps necessary to enable both parties to fulfill their obligations under this Agreement and any SOW. The Client shall also be responsible for the continued operation and maintenance of the computer equipment and third-party software used with the Finished Product(s), and shall comply with all operational, environmental and maintenance recommendations and requirements of the applicable licensors, vendors and manufacturers.

THE CLIENT AGREES THAT ANY LIABILITY OF THE COMPANY RELATING TO THIS AGREEMENT AND THE SERVICES PERFORMED SHALL BE LIMITED TO THE AMOUNT OF FEES ACTUALLY RECEIVED BY THE COMPANY FROM THE CLIENT UNDER THIS AGREEMENT REGARDING THE SERVICES IN QUESTION, IN THE IMMEDIATELY PRECEDING 6 CALENDAR MONTHS. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, COVER, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES; ANY DAMAGES BASED ON INJURY TO PERSON OR PROPERTY; OR ANY LOST SALES, PROFITS OR DATA, EVEN IF THE CLIENT IS TOLD THAT ANY SUCH DAMAGES MAY OCCUR.

K. Force Majeure

Neither Client nor the Company shall be not be considered in breach of or in default under this Agreement on account of, and shall not be liable to the other Party for, any delay or failure to perform its obligations hereunder by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that Party’s reasonable control (each a “Force Majeure Event”); provided, however, if a Force Majeure Event occurs, the affected Party shall, as soon as practicable: 

a. notify the other Party of the Force Majeure Event and its impact on performance under this Agreement; and

b. use reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations hereunder.

If the event in question continues for a continuous period in excess of 30 days, Client shall be entitled to give notice in writing to terminate this Agreement.

05. The Law

A. Review, Expiration or Cancellation

This Agreement is valid for one calendar year beginning on the Effective Date. It will automatically renew for an additional one calendar year term, unless notice of termination or nonrenewal is given by either party, within 30 days of the renewal date. This Agreement may be terminated by either party with 30 days’ prior written notice. All payments will be due and all work will be submitted upon the termination of the Agreement. 

If notice of termination is given while any SOW is active but before the applicable Final Product(s) has been signed off, the Company will complete the current tasks and prepare all deliverables for handoff to the Client. All billable work for the final handoff, plus any unpaid work to date, will be invoiced to the Client and/or deducted from the deposit (if applicable). Any remaining deposit will be returned. 

The language of this Agreement shall not be interpreted in favor of or against any party as the drafter of this Agreement.

B. Governing Law and Venue

This Agreement shall in all respects be governed by the laws of the state of Minnesota. Any dispute, claim or action between the Company and the Client will be conducted in a state or federal court situated within Hennepin County, Minnesota, and the Client irrevocably submits itself to the personal jurisdiction of such courts for any such dispute, claim or action. Client agrees that it must commence any dispute, claim or action arising out of or relating to this Agreement within one (1) year after the claim or cause of action arose.

C. Severability

Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provisions had never been contained herein.

D. Government Data Practices

Both Parties must comply with Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, as it applies to all data provided by Client under this Agreement, and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Parties under this Agreement. The civil remedies of Minn. Stat. § 13.08 apply to the release of the data governed by the Minnesota Government Practices Act, Minn. Stat. Ch. 13, by either of the Parties. If the Company received a request to release the data referred to in this clause, the Company must immediately notify and consult with the Client’s Authorized Representative as to how the Company should respond to the request. The Company’s response to the request shall comply with applicable law.

E. Restrictions on Use

The Company explicitly reserves the right to terminate a Client's account if it comes to the Company's attention that the Client is using the website(s) to participate in objectionable activities, which include, but are not limited to, the following: sending unsolicited email or spam; activities designed to defame, embarrass, harm, abuse, threaten, slander or harass third parties; activities prohibited by the laws of the United States and/or foreign territories in which the Client lives or accesses the Internet; activities designed to encourage unlawful behavior by others, such as hate crimes, terrorism and child pornography; activities that are tortious, vulgar, obscene, invasive of the privacy of a third party, racially, ethnically, or otherwise objectionable; activities designed to impersonate the identity of a third party; or activities designed to harm minors in any way. Client materials will not knowingly contain any: (i) illegal material, including but not limited to, material that violates or infringes the intellectual property or privacy rights of any person or child pornography; or (ii) virus, worm, Trojan horse, or other destructive or malicious program or material.

06. Support Addendum

The following is an addendum to the Electric Citizen Master Services Agreement, applicable to Clients who engage with the Company for ongoing support services through a separate SOW (Statement of Work).

Support & Site Improvement Plans

The Company offers Clients Support and Site Improvement Plans (“Plans”). Work includes devops support, code maintenance / performance improvements and new development for active production environments. Support Plans are always treated separately from any Project work, with its own terms and conditions in addition to any MSA agreements. Plans are typically contracted for specific start and end dates, and for a fixed number of hours per month.

Should a Client wish to contract for an “on-demand” maintenance or support agreement, however, the Client will be required to meet or exceed the Company’s annual billing minimum.

Support: Support services includes the triage and repair of issues reported with a live software platform. 

Maintenance: Regular maintenance work operates under the Company’s own response times and terms and is not subject to support any service level agreement (“SLA”) terms.

Reporting of Issues: Any support requests or issues must be submitted by the PoC, responsible technical leads or Client’s staff in writing via the Company’s support ticket system.

Response Time: The Company will aim to reply to written support requests within 1 business day. Written requests must be submitted through the approved support channels as set forth in any SOW.

Resolution Time: Resolution of issues will be handled by priority. The Company provides average and top resolution times as a benchmark, but will not guarantee delivery through a service level agreement. 

Additional Terms for Support Contracts

• Support plans are for one website only, unless stated otherwise in a SOW.
• Hosting platform must be pre-approved. Preferred hosting through Pantheon or Acquia. Other hosting platforms are subject to review, and must include version control, PHP, Apache, and separate staging environments.
• Sites must be installed on an officially supported version of the content management systems (“CMS”) Drupal or WordPress. Older versions and other CMS sites may be migrated to an officially supported CMS as a separate project prior to support.
• If additional support time is required due to lengthy updates, bugs or conflicts in software (e.g. the CMS, plugins or modules, 3rd party libraries), beyond currently available support hours, the Company will contact the Client to discuss options for resolution (such as drawing from future hours or paying by the hour in a separate SOW).
• Any support request estimated over 8 hours of work may be considered Project work and treated under its own SOW, outside of available support hours. The Company will contact the Client if this becomes necessary, to accommodate scheduling, an estimate of cost and new SOW.
• Support contracts will not auto-renew. Prior to expiration, a new contract will be submitted for Client approval.
• For sites not built by Company:
  • An initial code audit is required before any contract with a new Client. Client must include login with full administrator access. The audit will include: review of site architecture (content types, taxonomy, etc.), modules in use, developer setup, and any issues we can identify in a short period of time.
  • Onboarding fees will be added as a one-time separate cost to the initial support contract. The total will vary depending on complexity of the site and any issues identified in the initial code audit.
• Site administrators: Support costs are based on the assumption that the Company is the sole administrator of site code and CMS updates. Should the Client wish to also commit code (e.g. CSS, HTML, JS, PHP, etc.) or alter site configuration, they must agree to the following.
  • Notify the Company about any and all persons they wish to have access to the hosting server, code, and/or site configuration. This does not include site editors using content editing tools provided by the Company in the site build.
  • These additional site administrators agree to follow the Company’s documented instructions for working with the site. Instruction will be provided and advice provided as time allows, but training time is not included as part of support unless otherwise agreed upon.
  • Best practices include making edits on a “local” copy of the site, and using version control (Git) to push and merge changes to the hosting server, where configuration updates or code changes are tested before moving to the live website. Changes to the site “theme” requires following established practices as documented by the Company. The live website configuration is not to be edited directly by site administrators.
  • By introducing additional site administrators, the Client assumes responsibility for any bugs or errors introduced by their actions, or by not following the Company’s instructions for submitting changes. If needed, any corrections required by the Company for Client actions will come from available support hours, or through additional costs if support hours are not adequate.