JoshuaMark Design
Master Services Agreement
JOVA Holdings Inc. d/b/a JoshuaMark Design Version: 2026-10-31 (V1) | Published: October 31, 2026
Important information about updates. JoshuaMark Design may revise and publish this Master Services Agreement from time to time at its discretion. A new version is effective upon publication for Proposals that expressly incorporate that version after its publication date. Revisions do not change the terms of any previously accepted Proposal: each Client remains bound by the version identified in its accepted Proposal unless both parties agree otherwise in writing. Material revisions will be identified by an updated version date. Please retain a copy of the applicable version with the signed Proposal.
1. Parties; Agreement Structure
1.1 Parties and Acceptance. This Master Services Agreement (the "Agreement") is between JOVA Holdings Inc. doing business as JoshuaMark Design, with its principal business address at 212 Richmond Street, Cedar Park, Texas 78613 ("JoshuaMark Design" or "Agency"), and the legal entity or individual identified as the client in a Proposal accepted under this Agreement ("Client"). By signing or otherwise electronically accepting a Proposal issued by Agency that expressly incorporates this Agreement, Client agrees to be bound by this Agreement. The effective date for that Proposal is the date of Client’s acceptance, unless the Proposal expressly states a different effective date.
1.2 Proposals and Statements of Work. This Agreement governs services performed for Client, including branding, visual identity, graphic design, advertising, creative direction, marketing, strategy, consulting, photography, production, hourly services, and retainers (collectively, "Services"). Each written proposal, estimate, scope of work, or statement of work issued by Agency and accepted by Client (each a "Proposal" or "SOW") identifies the Services, deliverables, fees, and applicable project-specific terms and is incorporated into this Agreement. Client may accept a Proposal by signing it, using an electronic-signature service, or sending an unambiguous written acceptance from an authorized representative when Agency permits that method.
1.3 Scope and Precedence. Agency is obligated to perform only the Services and deliverables expressly stated in the applicable SOW. No deliverable, service, additional concept, revision round, meeting, file format, third-party expense, or outcome is implied. In the event of an express conflict, the SOW controls only to the extent that it clearly identifies the conflicting term and its intended replacement of a provision of this Agreement; otherwise this Agreement controls. Client purchase orders, vendor portal conditions, and other unilateral terms do not amend this Agreement unless Agency expressly agrees in writing.
1.4 No Automatic Renewal. A Proposal or SOW will not automatically renew unless it expressly provides for renewal. Completing or terminating one SOW does not automatically terminate or amend another.
1.5 Published Versions and Effective Terms. Agency may revise and post this Agreement on its website from time to time. Each published version will display a version identifier and publication date. The version specifically identified in and made available through a Proposal when Client accepts that Proposal is the version that governs that Proposal. Later website updates do not apply retroactively to that accepted Proposal unless both Parties expressly agree in writing. A later Proposal may incorporate a newer identified version for the new engagement, but will not change the terms of an earlier accepted Proposal unless expressly agreed. The Parties should preserve the accepted Proposal and a copy of the incorporated Agreement version as their contract record.
2. Performance Of Services
2.1 Professional Performance. Agency will perform the Services with reasonable professional care and skill consistent with customary creative and design industry practices. Except for an expressly stated firm deadline in an SOW, schedules are good-faith estimates and depend on timely Client input, approvals, payments, and third-party performance.
2.2 Authorized Requests. For hourly or ongoing engagements, Client may request individual tasks through its authorized contact within the categories of Services stated in the SOW. Such tasks are chargeable at the agreed rates. A budget or hours limit is binding only if expressly described as a not-to-exceed limit in the SOW; estimates alone are not limits.
2.3 Right to Decline. Agency may decline work that is illegal, materially misleading, infringes third-party rights, or is outside the agreed Services. Additional Services are subject to Section 3.
3. Revisions; Additional Scope
3.1 Definition of a Revision. A "Revision" is a requested change to specific work actually presented by Agency to Client under the applicable SOW. Examples include changes to copy, layout, imagery, color, typography, composition, or other identifiable elements of the presented work. A Revision does not include a request to explore an entirely different creative concept or direction, to create a new deliverable, to expand the agreed formats or applications, or otherwise to perform work not described in the SOW.
3.2 Revision Round. One "Revision Round" consists of one consolidated set of Client feedback on the work presented and Agency's implementation of that set of feedback. Client must collect, reconcile, and deliver comments from all of its internal and external stakeholders through a single authorized contact. Fragmented or later-arriving comments are not part of a Revision Round once Agency has begun implementing the consolidated feedback and may use an additional available Revision Round. Client must resolve contradictory instructions before Agency is required to proceed.
3.3 Included Rounds. The number of included Revision Rounds, if any, will be stated in the applicable SOW. Revision Rounds are not unlimited. Any additional Revision Rounds beyond the SOW allowance require a separately authorized scope and fee. A request for a new creative direction or additional deliverables is new scope, even if Client has unused Revision Rounds.
3.4 Change Authorization. If Client requests work outside the SOW, Agency will describe the added Services, fee or rate, and schedule impact in a written change order, additional SOW, or written authorization accepted by both Parties. Email acceptance by authorized representatives is sufficient. Agency is not required to perform additional work until the change is authorized. Agency may adjust deadlines to account for approved changes.
3.5 Changes After Final Approval. Client’s final written approval of presented work concludes the included creative revision process for that work, regardless of whether final invoicing, payment, or file delivery has occurred. Any later creative changes, updates, adaptations, or new applications require a separately authorized SOW or change order and additional compensation. Correction of an Agency-caused technical file defect under Section 7.4 is not a creative Revision.
4. Client Responsibilities; Approvals
4.1 Single Point of Contact. Client will designate an authorized decision-maker to provide instructions, coordinate stakeholder feedback, and approve work, changes, and expenses. Agency may rely on that person's written decisions unless Client gives notice of a replacement.
4.2 Client Materials. Client will timely supply accurate, complete, appropriately licensed content, claims, logos, imagery, data, access credentials, and other materials reasonably required for the Services ("Client Materials"). Client grants Agency a limited right to use Client Materials solely to perform the Services and exercise permitted portfolio rights under Section 11.
4.3 Review and Approval. Client is responsible for reviewing the accuracy, spelling, factual claims, product information, pricing, legal and regulatory language, use of people's images, and suitability of deliverables before final approval, publication, or manufacture. Agency is entitled to rely on Client's approvals. Client is responsible for obtaining required internal, legal, medical, regulatory, trademark, and compliance approvals, unless a specific review service is expressly included in an SOW.
4.4 Feedback Timing. Unless an SOW states otherwise, Client will endeavor to provide consolidated feedback or approval within five (5) business days after a review request. If Client does not respond within ten (10) business days after Agency's written request, Agency may pause the project, adjust its schedule, and invoice completed Services or milestones. Silence alone will not transfer intellectual-property rights or constitute written final approval.
4.5 Delays. Agency is not responsible for delays, rework, added expense, or missed dates caused by late or conflicting Client instructions, unavailable Client Materials, stakeholder changes, third-party delays, or Client-requested changes. Any resulting additional work must be authorized under Section 3.
4.6 Intellectual Property Clearance and Publication. Client is exclusively responsible, at its own expense, for determining whether proposed names, logos, designs, slogans, and other Final Work require legal review, conducting or commissioning any trademark, copyright, trade-dress, or other rights-clearance searches, obtaining any necessary third-party permissions, and confirming that proposed commercial uses are lawful. Client will arrange for any appropriate legal clearance before adopting, publishing, registering, manufacturing, or distributing Final Work. Agency supplies design and creative services, not legal, trademark-search, copyright-registration, trademark-filing, monitoring, enforcement, or other intellectual-property legal services. Agency may conduct customary creative research and exercise reasonable care but does not make legal representations about availability, noninfringement, uniqueness, or registrability. Any assistance requested beyond ordinary file delivery requires a separately authorized scope and fee.
5. Fees; Deposits; Invoices
5.1 Fees. Client will pay the fees, rates, and approved expenses stated in each SOW. Unless expressly described as fixed, estimates are estimates rather than guaranteed maximums. Fees are in U.S. dollars and exclude applicable taxes and third-party costs unless an SOW expressly states otherwise.
5.2 Project Deposits. For project-based Services, Agency may require an advance deposit in the amount specified in the SOW. Agency is not required to begin project work until the SOW has been accepted and the required deposit has cleared. Deposits are credited against the project fee and, if the project is canceled, applied first to Services performed and noncancelable approved commitments; any excess will be returned.
5.3 Invoicing Schedule. Unless the applicable SOW provides otherwise, Agency generally invoices ongoing hourly Services and monthly retainers at the end of each calendar month, and invoices fixed-fee projects upon completion or at the milestones specified in the SOW. For branding and visual identity projects, Agency ordinarily issues the final project invoice upon Client’s final written approval, subject to Section 7.1 concerning delayed approvals or inactivity.
5.4 Net 30 Payment Terms. All invoices are due thirty (30) calendar days after their invoice date (Net 30), including invoices for branding and visual identity projects, unless the Parties expressly agree otherwise in an accepted SOW. Any required project deposit must be received in cleared funds before Agency is obligated to begin work, notwithstanding the invoice due date. Payment is received when funds have cleared Agency’s account.
5.5 Invoice Questions. Client will identify any good-faith invoice dispute in writing, with a reasonably specific explanation, within ten (10) business days after receiving the invoice. Client must pay the undisputed portion by its due date, and the Parties will promptly work to resolve the disputed portion. A dispute does not suspend payment of unrelated invoices or undisputed amounts. No late charge will accrue on a genuinely disputed amount while the Parties are actively resolving it in good faith; amounts ultimately determined due must then be paid promptly.
5.6 Expenses and Taxes. Client is responsible for applicable sales, use, or similar taxes (excluding taxes on Agency's income) and all third-party costs expressly approved in the SOW or later in writing. Agency will obtain written approval before incurring additional reimbursable expenses not already included in an approved budget.
6. Overdue Payments; Work Suspension
6.1 Automatic Work Suspension. If any undisputed invoiced amount remains unpaid five (5) calendar days after its due date, all work in progress and new work for Client under every SOW shall automatically stop beginning on the sixth (6th) calendar day past due. Agency may withhold work product, file delivery, launches, vendor orders, and new project scheduling until all undisputed overdue amounts have been paid in cleared funds. Agency will endeavor to send a suspension notice, but notice is not a condition of suspension.
6.2 One-Time Late-Payment Charge. If an undisputed invoice principal balance remains unpaid through fifteen (15) full calendar days after its due date, Agency may assess on the sixteenth (16th) calendar day a single delinquency charge of five percent (5%) of that unpaid principal balance, but only to the extent such charge is lawful and enforceable for the transaction under applicable Texas law. The charge will not repeat or compound and will not be calculated on paid amounts, prior charges, interest, or collection expenses. If a five-percent charge is prohibited or exceeds the lawful maximum, it shall be reduced to the maximum legally permissible charge or shall not be assessed, as required by law. No other interest or percentage-based late-payment charge will be imposed under this Agreement on the same overdue balance. Client remains liable for undisputed principal regardless of the enforceability of any delinquency charge.
6.3 Resumption and Scheduling. Agency is not obligated to resume performance until all undisputed overdue invoices and lawful charges have been paid in cleared funds. Suspended Services will be rescheduled according to Agency’s then-current availability; previous deadlines will not apply unless Agency confirms them again in writing. Agency is not responsible for Client losses or delays resulting from a suspension authorized by this Section. Repeated late payments may cause Agency to decline future assignments or require separately agreed advance payment or deposits as a condition of accepting new work.
6.4 Collection. Agency may pursue unpaid amounts through arbitration under Section 16 and may seek reasonable documented collection expenses, attorneys’ fees, and arbitration costs to the extent recoverable under applicable law and awarded by the arbitrator. Agency may enforce collection rights without waiving its right to suspend work. No charge will accrue on a delinquency charge or collection expense.
6.5 Persistent Nonpayment. If an undisputed amount remains unpaid for forty-five (45) calendar days after its due date, Agency may terminate the affected SOW or all active SOWs by written notice, without relinquishing payment rights. Agency may require payment of all undisputed past-due amounts, together with a separately agreed deposit or advance billing for any future work, before accepting additional SOWs. Agency has no obligation to resume suspended work or restore earlier delivery dates.
7. Schedule; Completion; File Delivery
7.1 Completion and Billing. Client review and approval are separate from payment and file-release obligations. Final written approval of branding or visual identity work establishes completion for ordinary final-invoicing purposes, even though final production files remain withheld pending payment under Section 7.3. When Client fails to provide required feedback or approval, Agency may separately invoice Services or completed milestones as permitted by the applicable SOW and Sections 4.4 and 15.5; such invoicing alone is not deemed Client final approval or a transfer of intellectual-property rights.
7.2 Final Approval. Client’s authorized contact must communicate final approval in writing, including by email or the agreed project-management system. Final approval confirms the specific work approved, authorizes finalization, and ends included creative Revision Rounds under Section 3.5. Client may inspect and approve review-quality proofs or previews; approval does not require Agency to supply final editable or production-ready files before payment.
7.3 Final Files; Branding Payment Condition. For branding and visual identity projects, Agency will not release final approved logos, native editable files, artwork, brand systems, or other production-ready files until all amounts properly due for that project, including the final invoice, have been paid in full in cleared funds. This condition is independent of Net 30 invoice terms: withholding files does not defer payment, change the due date, or extend the included revision process. Once final approval and full payment have occurred, Agency will deliver the approved final files identified in the SOW, including editable production files reasonably available for that approved work, subject to Sections 8 and 9. For other engagements, final delivery timing and format are governed by the SOW, subject to Section 9 and Agency’s rights relating to overdue invoices. Client has no entitlement to files for rejected, unapproved, unfinished, or unused creative directions.
7.4 Technical Defects. Agency will correct at no added charge a reproducible technical defect in a file as delivered by Agency that materially prevents the approved final deliverable from functioning as specified, if Client reports the defect within fifteen (15) business days after delivery. This obligation does not include creative changes, newly requested formats, Client edits, third-party software changes, or changes to previously approved content.
7.5 Retention. Client is responsible for downloading, retaining, and backing up final delivered files. Agency is not obligated to archive project files for longer than ninety (90) calendar days after final delivery unless the SOW expressly provides otherwise.
8. Third-Party Vendors; Expenses
8.1 Engaged by Agency. Agency may retain subcontractors, freelancers, printers, photographers, developers, production vendors, and other outside specialists to provide Services. When Agency engages and contracts with a vendor, Agency will obtain Client approval for charges not included in the SOW, invoice Client for the agreed vendor costs, and be responsible for paying its vendor under Agency's separate agreement with that vendor. Client's obligation to pay an approved Agency invoice is not contingent on the timing of Agency's payment to that vendor.
8.2 Engaged by Client. If Client contracts directly with a vendor or third-party platform, that vendor invoices Client directly and Client is responsible for its fees, performance, licenses, and contract terms. Agency is not responsible for delays, outages, errors, or other acts or omissions of such directly engaged third parties, except to the extent caused by Agency's own breach of this Agreement.
8.3 Third-Party Materials. Stock media, fonts, software, music, imagery, code libraries, AI tools, and other third-party materials remain subject to their owners' licenses. Agency will identify material paid licensing requirements known to it before purchase. No rights exceeding the applicable third-party license are transferred to Client. Client is responsible for obtaining or maintaining licenses that the third-party provider requires to be held in Client's name.
8.4 Expenses. Approved travel, lodging, shipping, printing, media placement, hosting, software, and production costs are separate from Agency's fees unless expressly included in an SOW. Additional third-party fees and change-related costs require written approval.
9. Ownership; Intellectual Property
9.1 Approved Final Work. Subject to full payment of the fees and approved expenses due under the applicable SOW, Agency assigns to Client Agency’s right, title, and interest in copyrightable original work created specifically for Client and incorporated into that SOW’s final approved deliverables ("Final Work"), excluding the materials reserved in Sections 9.2 through 9.4. This assignment takes effect only upon full payment. Until then, Client may use drafts and proofs only for internal review and may not publish, commercially use, or otherwise exploit the Final Work without Agency’s separate written permission. Nothing in this provision assigns rights in third-party property or promises exclusive rights in elements not protectable under applicable law.
9.2 Unused Concepts and Work in Progress. Agency exclusively retains all rights in unselected proposals, unused concepts, alternate directions, sketches, drafts, explorations, interim iterations, rejected designs, unproduced ideas, and unfinished work, regardless of whether shown to Client. Client may not reproduce, develop, distribute, modify, or use those materials without a separate written license or purchase from Agency.
9.3 Agency Materials. Agency retains its pre-existing and generally applicable tools, templates, methods, processes, techniques, know-how, design systems, libraries, and other background materials ("Agency Materials"), whether created before or during the engagement. To the extent Agency Materials are incorporated into paid Final Work, Agency grants Client a perpetual, nonexclusive, worldwide, royalty-free license to use, reproduce, display, distribute, and modify those incorporated elements only as reasonably necessary to use and exploit the Final Work. Client may not separately commercialize Agency Materials.
9.4 Client and Third-Party Property. Client retains ownership of Client Materials. Third-party intellectual property remains with its owner and is governed by the applicable license. Agency does not assign rights it does not own. Agency does not guarantee that unregistered marks, names, slogans, ideas, or noncopyrightable elements can be exclusively owned or registered.
9.5 Source Files. Client's entitlement to native editable files extends only to the final approved deliverables. Preliminary production files, unused layers or comps, unused photography, working libraries, tools, third-party asset source files, and other non-Final Work are excluded. Where an otherwise deliverable final file contains restricted third-party or reusable Agency Materials, Agency may remove or replace the restricted components while providing a functionally usable file, consistent with the SOW.
9.6 No Implied Assignment. No transfer of intellectual property arises from payment of a deposit, partial payment, presentation of a concept, or Client's access to review files. Client may not publish or use unpaid deliverables without Agency's express written consent.
9.7 Registration and Protection of Rights. Client alone is responsible for deciding whether to pursue, and for arranging, paying for, filing, maintaining, monitoring, and enforcing, any trademark, copyright, or other intellectual-property registrations relating to Final Work, including logos or brand identities created by Agency. Agency does not offer registration or legal-clearance services, guarantee that a mark or design can be registered, or guarantee registration approval. Copyright in qualifying original work may exist without registration. Where reasonably requested, Agency will supply information already in its possession regarding the delivered Final Work; substantial additional assistance is separately billable by written agreement.
10. Confidentiality; Data
10.1 Obligations. Each Party will protect the other's nonpublic business, financial, strategic, marketing, technical, client, and proprietary information that is identified as confidential or reasonably understood to be confidential ("Confidential Information"). The receiving Party may use such information only for this engagement and disclose it only to its personnel and contractors who need to know and are subject to appropriate confidentiality obligations.
10.2 Exclusions. Confidential Information does not include information that the receiving Party can demonstrate was already lawfully known without a duty of confidentiality; becomes public without breach; is independently developed; or is lawfully received from another source without restriction. Legally required disclosure is permitted to the extent required, with advance notice when legally allowed.
10.3 Duration. Confidentiality obligations continue for three (3) years after termination of this Agreement, except trade secrets and information legally protected for a longer period remain protected for so long as applicable law requires.
10.4 Sensitive Information. Client will not provide protected health information, regulated personal information, or other highly sensitive data unless necessary for a written SOW and the Parties first execute any legally required additional agreement, such as a business associate agreement. Agency will use reasonable safeguards appropriate to the data it expressly agrees to handle.
11. Portfolio; Publicity
11.1 Advance Permission. By signing this Agreement, Client grants Agency permission, without further case-by-case approval, to identify Client as a customer and to reproduce, display, and discuss work created for Client that Client or its authorized representatives have already released publicly, solely in Agency's website, portfolio, award submissions, case studies, credentials, presentations, and marketing.
11.2 Limits. Agency may include Client's name, public-facing logos, and trademarks only as they appear in publicly released work or as reasonably necessary to identify the project; this permission conveys no ownership of Client's marks and does not imply Client endorsement. Agency will not disclose unreleased work, confidential business plans, internal presentations, nonpublic strategies, protected personal information, or other Confidential Information. Specific written nondisclosure restrictions accepted by Agency take precedence over this Section for the restricted work.
11.3 Timing. Agency may exercise these rights only after Client's public release of the relevant work and only while complying with Section 10.
12. Warranties; Professional Responsibility
12.1 Limited Warranty. Each Party represents that it has authority to enter into this Agreement. Agency warrants that it will perform the Services with reasonable professional skill, exercise customary creative diligence, and will not knowingly copy or knowingly incorporate unauthorized third-party material into original Final Work. Such diligence is not a warranty that no similar work exists or that Final Work is legally cleared for every proposed use. Client is responsible for independent clearance under Section 4.6.
12.2 Client Warranties. Client warrants that it has the rights and permissions needed for Agency to use Client Materials and Client-approved content. Client is solely responsible for the accuracy and substantiation of product, clinical, medical, legal, pricing, advertising, and other claims that Client supplies or approves, and for compliance of Client's products, services, and publication decisions with applicable laws.
12.3 No Guaranteed Results. Agency does not promise specific sales, revenue, conversion rates, campaign results, search rankings, audience response, registrations, trademark clearance, or other commercial outcomes. Legal review, trademark searches, privacy compliance, accessibility certification, regulatory validation, and claim substantiation are excluded unless expressly included in an SOW.
12.4 Disclaimer. Except for the express promises in this Agreement, and to the maximum extent permitted by law, Agency disclaims other warranties, including implied warranties of merchantability, fitness for a particular purpose, uniqueness, noninfringement, legal clearance, trademark availability, and registrability. This disclaimer does not excuse a breach of Agency's express professional-care and knowing-infringement obligations.
13. Third-Party Claims; Indemnification
13.1 Client Indemnity. To the maximum extent permitted by law, Client will defend, indemnify, and hold harmless Agency and its officers, employees, and contractors from third-party claims, liabilities, judgments, settlements, and reasonable defense costs arising out of or relating to (a) Client Materials, instructions, claims, products, or services; (b) Client's selection, approval, publication, registration, distribution, manufacture, marketing, or other commercial use of Final Work, including allegations that Final Work infringes a copyright, trademark, or other third-party right, even where an allegedly infringing element originated in Agency-created work; or (c) Client's alteration, combination, or use of Final Work after delivery. This obligation does not extend to amounts finally determined to have arisen from Agency's knowing infringement, gross negligence, fraud, willful misconduct, or other liability that cannot lawfully be shifted to Client.
13.2 Express Allocation of Risk. THE PARTIES EXPRESSLY AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CLIENT INDEMNITY IN SECTION 13.1 INCLUDES CLAIMS ALLEGING THE AGENCY'S OWN ORDINARY NEGLIGENCE IN CREATING FINAL WORK, EVEN IF SUCH NEGLIGENCE IS ALLEGED TO HAVE CONTRIBUTED TO A THIRD-PARTY INTELLECTUAL-PROPERTY CLAIM. THIS ALLOCATION DOES NOT EXTEND TO AGENCY'S KNOWING INFRINGEMENT, GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT. The Parties acknowledge this provision is a material contractual allocation of risk and does not limit any third party's independent right to make a claim against either Party.
13.3 Claims Procedure. The indemnified Party must promptly notify the indemnifying Party, reasonably cooperate at the indemnifying Party's expense, and permit the indemnifying Party to control the defense and settlement, provided no settlement may admit fault or impose nonmonetary obligations on the indemnified Party without its prior written consent.
13.4 No Restriction on Third-Party Rights. These indemnity and clearance provisions allocate responsibility between Agency and Client only. They do not bind a third party asserting an infringement claim, guarantee dismissal of a claim naming Agency, or prevent a court from determining responsibility under applicable law. Each Party must preserve relevant records and provide reasonable cooperation in responding to such claims.
14. Limitation Of Liability
14.1 Excluded Losses. To the fullest extent permitted by law, neither Party will be liable to the other for lost profits, lost revenue, loss of anticipated savings, loss of business opportunity, business interruption, or any indirect, incidental, consequential, punitive, or special damages arising from this Agreement, even if advised of the possibility of those damages.
14.2 Liability Cap. Except for the exclusions in Section 14.3, Agency's aggregate liability arising from an SOW or this Agreement will not exceed the total fees paid or payable to Agency under the affected SOW during the twelve (12) months immediately preceding the event giving rise to the claim. For claims not reasonably attributable to a single SOW, the cap is the total Agency service fees paid or payable by Client during that period.
14.3 Exceptions. The foregoing cap and exclusions do not limit Client's obligation to pay fees, approved expenses, and lawful late charges; either Party's liability for fraud or willful misconduct; or liability that applicable law does not permit to be limited. Any duty to defend or indemnify under Section 13 remains subject to applicable law and the express allocation stated there. The liability cap may not restrict third-party statutory claims against Agency.
15. Term; Cancellation; Inactivity
15.1 Term. This Agreement begins on the Effective Date and continues until ended by either Party upon thirty (30) calendar days' written notice, provided that ending the Agreement does not cancel an active SOW before that SOW is properly completed or terminated. The term and any minimum commitment for a retainer or ongoing engagement will be stated in its SOW.
15.2 Client Cancellation. Client may cancel project-based Services by written notice. Client remains responsible for Services actually performed through the effective cancellation date, approved noncancelable third-party commitments, and other charges expressly stated in the SOW. For fixed-fee work without completed milestone prices, Agency will calculate the reasonable value of work performed using documented progress and the rates or pricing assumptions in the SOW, not exceeding the remaining agreed project fees for Services. Any deposit is credited against those amounts; any unused balance will be refunded.
15.3 Ongoing Engagements. Unless an SOW provides a different period or minimum commitment, either Party may terminate an ongoing hourly or monthly engagement with thirty (30) calendar days' written notice. Client remains responsible for Services performed and fees properly accruing during the notice period. A stated initial commitment remains enforceable unless the Parties agree otherwise.
15.4 Termination for Cause. Either Party may terminate an affected SOW upon written notice if the other materially breaches and fails to cure within ten (10) business days of a written description of the breach. Agency's right to suspend under Section 6 is immediate upon the stated payment threshold and does not require a separate cure period. A Party may terminate immediately upon the other's fraud, illegal performance, or insolvency to the extent permitted by law.
15.5 Client Inactivity. If Client fails to provide requested material, feedback, or approval for thirty (30) consecutive calendar days after Agency's written request, Agency may place the affected work on hold and release reserved production capacity. If the inactivity continues for sixty (60) consecutive calendar days, Agency may close the SOW, invoice Services completed and approved noncancelable costs, and require a new written scope and schedule to restart. A hold or closure does not eliminate amounts properly owed.
15.6 Effect of Termination. Upon termination, Client must pay all amounts properly due. Agency will provide only approved final deliverables for which the applicable SOW has been fully paid, subject to the file-delivery and third-party licensing terms. Work in progress and unused creative remain Agency’s property. Payment, ownership, confidentiality, portfolio rights, indemnification, liability limitations, arbitration, and any provisions intended by their nature to survive will remain in force.
16. Disputes; Texas Law
16.1 Good-Faith Discussion. A Party asserting a dispute arising out of or related to this Agreement or any SOW must give written notice identifying the issue and requested resolution. The Parties will first attempt to resolve the dispute through direct good-faith discussions for fifteen (15) business days after delivery of that notice. The notice period does not suspend Client's duty to pay undisputed amounts or Agency's right to suspend Services under Section 6. Either Party may commence arbitration after this period; a Party may request emergency relief under the applicable arbitration rules when necessary.
16.2 Mandatory Binding Arbitration. This Agreement and all SOWs are governed by the laws of Texas, without regard to conflicts-of-law rules. ALL disputes, claims, or controversies arising out of or relating to this Agreement, any SOW, the Services, payment, deliverables, termination, or the relationship between the Parties, including disputes about this arbitration provision, shall be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect. The arbitration will be heard by one neutral arbitrator. The arbitration locale shall be Williamson County, Texas, unless the Parties agree in writing to a different locale or remote hearing arrangement; the arbitrator may conduct proceedings by video or on the written record when consistent with the applicable rules and fair process.
16.3 Fees and Remedies. The arbitrator may award contractual damages, lawful unpaid fees and charges, and any relief available under applicable substantive law and this Agreement; the arbitrator may award reasonable attorneys' fees, arbitration costs, and collection expenses to the extent authorized by law or this Agreement, subject to the AAA rules and arbitrator's authority. Each Party will advance its own attorneys' fees and its share of AAA and arbitrator charges as required by the AAA, subject to any different allocation in the final award. The award is final and binding, subject only to judicial review available by law.
16.4 Limited Court Proceedings; Confidentiality. Neither Party may litigate the merits of a dispute governed by this Section in court. Notwithstanding the foregoing, a court of competent jurisdiction may be asked to compel arbitration, enter judgment on an arbitration award, or grant provisional relief in aid of arbitration to the extent allowed by law. These limited court proceedings do not replace the requirement to arbitrate the underlying dispute. To the extent jurisdiction and venue may lawfully be agreed, the Parties consent to the state courts in Williamson County, Texas, and the applicable federal court in Texas for those limited purposes. Arbitration filings and nonpublic evidence shall be treated as confidential, except to the extent disclosure is reasonably necessary for legal advice, insurance, enforcement, or otherwise required by law.
17. Independent Contractor; Subcontracting
17.1 Status. Agency is an independent contractor and retains control over the methods, personnel, tools, schedule, and place of performance used to provide Services, subject to the SOW. This Agreement creates no employment, partnership, joint venture, fiduciary, or exclusive relationship.
17.2 Personnel. Agency may use employees and qualified subcontractors and remains responsible for Services it has expressly undertaken. Nothing requires Agency to assign particular personnel unless the SOW expressly so provides.
18. General Terms
18.1 Amendments; No Retroactive Website Changes. Agency may revise and publish new versions of this Agreement as described in Section 1.5. A version already incorporated into an accepted SOW may be amended only by a further written agreement accepted by authorized representatives of both Parties; editing the website does not change existing contractual obligations. SOWs and change orders may be accepted electronically as provided in Section 1.2.
18.2 Force Majeure. Neither Party is responsible for failure or delay caused by events beyond its reasonable control, excluding the obligation to pay amounts already due. The affected Party will give prompt notice and use reasonable efforts to reduce disruption. If the event continues for more than thirty (30) calendar days, either Party may terminate the affected SOW subject to payment for work performed and approved noncancelable commitments.
18.3 Assignment. Client may not transfer this Agreement or an SOW without Agency's prior written consent, not to be unreasonably withheld. Agency may transfer this Agreement to a successor in connection with a sale or reorganization of substantially all of Agency's business, provided the successor assumes Agency's obligations.
18.4 Entire Agreement; Severability. The version of this Agreement incorporated by an accepted SOW, together with that SOW and any accepted amendments, is the entire agreement concerning that engagement and supersedes prior discussions on the same subject. If a provision is held unenforceable, the remainder will remain in effect and the provision will be limited only to the extent permitted by law. No amendment to a prior SOW is implied by a later SOW unless expressly stated.
18.5 No Waiver; Counterparts. A delay or failure to enforce a right is not a waiver. This Agreement may be signed in counterparts and by electronic signature, each of which will be treated as an original.
18.6 Relationship to Other Agreements. A separately executed nondisclosure or data-processing agreement governs its specific subject matter to the extent it expressly conflicts with this Agreement. No other Client document modifies these terms unless accepted as provided in Section 18.1.
19. Notices
19.1 Delivery. Formal notices under this Agreement must be in writing and delivered by email with confirmation of transmission, nationally recognized courier, or certified mail to the contacts below (or to an updated contact designated by written notice). Email notices are effective on the next business day after transmission unless the sender receives a delivery-failure notice.
19.2 Agency Contact. JoshuaMark Design — JOVA Holdings Inc. d/b/a JoshuaMark Design; 212 Richmond Street, Cedar Park, TX 78613; josh@joshua-mark.com; 971-998-5583.
19.3 Client Contact. The Client contact listed in the applicable SOW, or a replacement contact designated by Client in writing.