Last updated: February 17, 2026
MASTER SERVICES AGREEMENT (MSA)
This Master Services Agreement (“Agreement”) is entered into between Sfera Interactive, located at 157 Columbus Ave, 4th Floor, New York, NY 10023 (“Sfera Interactive”), and the undersigned client (“Client”).
This Agreement becomes effective as of the date of last signature (“Effective Date”).
1. Scope and Acceptance
This Agreement governs all services provided by Sfera Interactive to Client as described in one or more written proposals, statements of work, or project scopes (each, a “Proposal”), which are incorporated by reference.
Execution of a Proposal constitutes acceptance of this Agreement.
2. Proposal Validity
Each Proposal is valid for thirty (30) days from issuance unless otherwise stated. Upon execution within this period, the Proposal becomes binding.
All Proposal content, including pricing and methodology, is confidential and may not be disclosed or used outside the evaluation of services.
3. Confidential Information
Each party agrees to maintain the confidentiality of all non-public, proprietary, or confidential information (“Confidential Information”) received from the other party.
Confidential Information excludes information that:
- Is publicly available through no fault of the receiving party
- Was already known prior to disclosure
- Is independently developed without use of such information
Disclosure required by law is permitted, provided reasonable notice is given where legally allowable.
4. Return or Destruction of Confidential Information
Upon termination or written request, each party shall promptly return or destroy all Confidential Information and certify such destruction upon request.
5. Intellectual Property Rights
5.1 Background IP
Each party retains all rights to intellectual property owned prior to this Agreement (“Background IP”).
5.2 Client Content
Client retains ownership of all materials, data, and content provided to Sfera Interactive (“Client Content”).
5.3 Work Product
Upon full payment of all fees, Sfera Interactive assigns to Client all rights, title, and interest in deliverables specifically created under an executed Proposal (“Work Product”).
5.4 License to Background IP
Sfera Interactive grants Client a non-exclusive, worldwide, royalty-free license to use its Background IP solely as incorporated into the Work Product.
Client grants Sfera Interactive a limited license to use Client Content for the purpose of delivering services under this Agreement.
5.5 Portfolio Rights
Sfera Interactive may reference the Client name, logo, and non-confidential aspects of the Work Product in its portfolio and marketing materials unless otherwise agreed in writing.
6. Data Ownership
All end-user data, including but not limited to customer records, analytics data, and user-generated content, remains the sole property of the Client.
Upon request, Sfera Interactive will provide reasonable access to such data in a commercially standard format.
7. Service Terms and Commercial Conditions
7.1 Scope Limitation
Services are limited to those explicitly defined in the applicable Proposal.
7.2 Standard of Performance
Sfera Interactive shall perform services in a professional and workmanlike manner consistent with industry standards.
7.3 Availability
Sfera Interactive operates Monday through Friday, during standard U.S. Eastern Time business hours. Communication is primarily conducted via email unless otherwise agreed.
7.4 Client Responsibilities
Client agrees to:
- Provide timely feedback and approvals
- Supply necessary content, access, and materials
- Designate a primary point of contact
Delays caused by Client may impact timelines and costs.
7.5 Fees and Payment Terms
- Invoices are due within thirty (30) days of issuance
- Late payments incur interest at 1.5% per month (or maximum allowed by law)
- Disputed amounts must be identified in writing within ten (10) days
7.6 Out-of-Scope Work
Any services outside the agreed scope will be billed at a rate of $200 per hour unless otherwise agreed in writing.
8. Third-Party Platforms and Integrations
Certain services and deliverables may rely on third-party platforms, software, or services, including but not limited to hosting providers, SaaS platforms, APIs, plugins, and integrations (“Third-Party Services”).
Client acknowledges and agrees that:
- All Third-Party Services are governed by their respective terms of service, policies, and availability
- Sfera Interactive does not control and is not responsible for the performance, availability, security, or continued operation of such Third-Party Services
Accordingly, Sfera Interactive shall not be liable for any delays, failures, disruptions, data loss, or changes in functionality of the Work Product resulting from:
- Modifications, restrictions, or discontinuation of Third-Party Services
- API changes or deprecations
- Policy or pricing changes imposed by Third-Party providers
- Service outages or technical failures beyond Sfera Interactive’s control
Any remediation, reconfiguration, or redevelopment required due to such third-party changes shall be considered out-of-scope work and may be billed accordingly.
9. Project Suspension or Abandonment
If Client becomes unresponsive for a period of sixty (60) consecutive days, Sfera Interactive reserves the right to:
- Suspend work
- Close the project
- Retain all payments made
Resumption of work may require a new agreement or re-scoping.
10. Termination
10.1 Termination for Convenience
Either party may terminate this Agreement or any Proposal upon written notice.
10.2 Effect of Termination
Upon termination:
- All outstanding invoices become immediately due
- Deposits are non-refundable
- Work completed up to the termination date will be billed
11. Warranty
Sfera Interactive warrants that:
- Services will comply with applicable laws
- Deliverables will not knowingly include malicious code
Sfera Interactive provides a 30-day limited warranty period following delivery, during which it will correct defects that cause the Work Product to materially deviate from agreed specifications.
This warranty excludes issues resulting from:
- Third-party systems or integrations
- Client modifications
- Hosting or infrastructure environments outside Sfera Interactive’s control
12. Indemnification
Sfera Interactive shall defend and indemnify Client against third-party claims arising from:
- Intellectual property infringement
- Gross negligence or willful misconduct
Client shall indemnify Sfera Interactive against claims arising from:
- Client Content
- Misuse of the Work Product
13. Limitation of Liability
To the maximum extent permitted by law:
- Sfera Interactive’s total liability shall not exceed the total fees paid under the applicable Proposal
- Neither party shall be liable for indirect, incidental, or consequential damages, including lost profits or business interruption
14. Governing Law
This Agreement shall be governed by the laws of the State of New York, without regard to conflict of law principles.
15. Entire Agreement
This Agreement, together with any executed Proposal(s), constitutes the entire agreement between the parties and supersedes all prior agreements or understandings.
16. Amendments
This Agreement may only be modified in writing and signed by both parties.
17. Independent Contractor
Sfera Interactive is an independent contractor and not an employee, partner, or agent of the Client.