Master Client Agreement

Last updated: March 18, 2025

This Agreement (“Agreement”) is made between Modern Traction Inc. (“Modern Traction” or “Agency”) based in Squamish, B.C., Canada, and you, the authorized representative of the contracting party (“Client”). By hiring, ordering, or retaining services from Modern Traction, the Client agrees to the following terms and conditions:

1. SERVICES

Modern Traction will provide digital design, web development, consulting, copywriting, branding, and related services as mutually agreed upon. The exact scope will be detailed in writing via email, proposal, or project quote before commencement.

VIP Half Day/Day/Week or VIP Service: A VIP Half Day, Day or Week (“VIP Service”) is a specifically scheduled, time-bound session (half-day at 3.5 hours or full-day at 7 hours) for dedicated, intensive work on tasks agreed upon in advance. VIP Services may include any offered services, and scheduling is subject to terms outlined in Section 2.

2. PROJECT DATES & SCHEDULING

Service dates, project start dates, or scheduled sessions (including VIP Services) are confirmed only upon receipt of initial payment. For a VIP Service, Modern Traction reserves the dates exclusively for the Client and will not accept conflicting engagements.

3. CLIENT RESPONSIBILITY & ASSET DELIVERY

The Client agrees to provide timely feedback, accurate information, and all necessary materials (including but not limited to text copy, logos, images, videos, and other assets) by agreed-upon deadlines. Delays caused by the Client may result in project rescheduling or additional fees.

4. CLIENT REPRESENTATION & ACCURACY

• The Client is responsible for final review, acceptance, and accuracy of delivered work.
• The Client guarantees that all materials, content, and assets provided to Modern Traction are either owned by the Client or appropriately licensed for use. Modern Traction is not liable for errors, copyright infringement, or legal issues arising from inaccurate, incomplete, unlicensed, or unauthorized materials supplied by the Client.

5. PAYMENT TERMS

Payment Schedule:

• A 50% deposit is required to reserve and commence the work.
• The remaining balance will be due immediately upon completion or agreed-upon milestone, unless otherwise stated.

Payment Methods:

• Valid credit card information (Visa, MasterCard, AMEX) processed securely via Stripe Inc.
• Interac eTransfer is available for Canadian clients only. Other methods may be accepted upon approval.
• The Client authorizes secure storage and use of credit card details for payments related to contracted services or ongoing subscriptions.

Lien:

• Modern Traction reserves the right to retain all materials and assets, withholding delivery until payment has been received in full.

6. CANCELLATIONS, DELAYS & RESCHEDULING

Rescheduling:

• More than 14 days’ notice: One rescheduling allowed at no charge, provided it’s within 90 days. Client must provide written notice by emailing mel@moderntraction.com.
• Less than 14 days’ notice: $400 USD rescheduling fee. Written notice is required.

Cancellations:

• More than 30 days’ notice: Deposit is refundable minus a $400 USD cancellation fee. Written notice is required.
• 30 days or less notice: Deposit is non-refundable and forfeited by the Client. Written notice is required.

7. OWNERSHIP & INTELLECTUAL PROPERTY

Definition of End Product: The “End Product” refers to the final deliverables specifically produced for the Client upon full payment, excluding Modern Traction’s original templates, designs, or proprietary processes used to create it.

• Modern Traction may incorporate third-party licensed assets (e.g., stock photos, graphics, icons, fonts, etc.) into deliverables. These assets are licensed to Modern Traction and integrated into the End Product for the Client’s use. The Client agrees not to extract, reuse, or resell these third-party assets separately from the End Product. If the Client intends to use these assets beyond the scope of the End Product, they must inform Modern Traction in advance and are responsible for purchasing their own licenses directly from the asset provider. Licensing terms for specific third-party assets can be provided by Modern Traction upon request prior to project completion.
• Client owns all final deliverables specifically produced for them upon full payment and has the right to modify them for their own use. However, this ownership does not include Modern Traction’s original templates, designs, or proprietary processes used to create the End Product. The Client agrees not to reuse, resell, copy, or modify these underlying original materials for other projects or commercial purposes.

8. DELIVERY OF WORK

All final deliverables will be provided via secure cloud storage or email. Web-related deliverables will be deployed on the Client’s hosting platform, Modern Traction’s hosting platform, or Wix hosting, as mutually agreed upon per project.

9. PROMOTIONAL USE

The Client agrees Modern Traction may use completed projects, the Client’s name, logo, and testimonials for promotional purposes on Modern Traction’s website, social media channels, portfolio, and marketing materials unless explicitly agreed otherwise.

10. TERMINATION

Either party may terminate this agreement with 14 days’ written notice. Modern Traction may terminate immediately without notice for Client breach. All fees due for services performed prior to termination remain payable.

11. RESULTS

The Client recognizes and agrees that Modern Traction has made no warranties, promises, or guarantees regarding specific outcomes, results, or revenue generated by engaging Modern Traction’s services. Any presentations, proposals, or projections provided are estimates only and do not constitute a guarantee. The Client acknowledges that the ultimate success or failure of their business rests solely with the Client.

12. CONFIDENTIALITY

Modern Traction agrees to maintain confidentiality and not disclose Client proprietary information without explicit written permission during and after the contract.

13. FORCE MAJEURE

Neither party is liable for delays or failures due to causes beyond reasonable control, including natural disasters, disruptions, or other extraordinary circumstances outside of either party’s reasonable control. Either party may terminate the agreement without liability if such events occur.

14. MODIFICATIONS

The agreement may be modified or amended as necessary after negotiations initiated by either party. Any modifications must be made in writing and agreed to by both parties.

15. GOVERNING LAW

This agreement is governed by the laws of British Columbia, Canada. Both parties agree to jurisdiction in British Columbia, Canada.

16. EXECUTION AND REPRESENTATION ON AUTHORITY OF PARTIES/SIGNATORIES

• This Agreement may be executed in counterparts and by digital approval or signature. Digital acceptance, including email confirmation, shall be considered legally binding under the applicable laws of British Columbia, Canada.
• The person approving this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement, and that the Agreement is a valid and legal agreement binding on such party and enforceable in accordance with its terms.

Client Acknowledgement: By proceeding with any service, Client confirms understanding and agreement to these terms.