This Master Services Agreement (“Agreement”) is entered into by and between Relentnet, LLC (“Relentnet”) and the client identified in the applicable Statement of Work (“Client”).
This Agreement governs all services provided by Relentnet unless expressly superseded in writing.
1. Relationship of the Parties
Relentnet is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, or employment relationship.
2. Order of Precedence
In the event of a conflict, the following order of precedence applies:
- Master Services Agreement (MSA)
- Support & Hosting Agreement (if applicable)
- Statement(s) of Work (SOW)
- Project Agreements
- Accepted quotes
- Accepted invoices
3. Intellectual Property
3.1 Ownership (Default)
Unless expressly stated otherwise in a written agreement, including but not limited to a Statement of Work (SOW), Project Agreement, accepted quote, or accepted invoice:
- All source code, software, frameworks, libraries, tooling, templates, methodologies, processes, and derivative works created or developed by Relentnet (“Relentnet Materials”) remain the exclusive property of Relentnet.
- No ownership rights are transferred to Client except as expressly granted herein.
3.2 Client License (Default)
Upon full payment, Relentnet grants Client a perpetual, non-exclusive, non-transferable, royalty-free license to use the final delivered application or software for Client’s internal business purposes.
Client may:
- Use the product indefinitely
- Host it on Client-owned or third-party infrastructure
- Modify it for internal use
Client may not:
- Resell, sublicense, or distribute the software
- Use Relentnet infrastructure without an active agreement
- Claim ownership of Relentnet Materials
3.3 Custom Code Ownership by Agreement (Exception)
Ownership of specific deliverables shall vest in Client only if explicitly stated in an applicable SOW, Project Agreement, accepted quote, or accepted invoice (“Client-Owned Code”).
Any ownership transfer:
- Applies only to the expressly identified final deliverables
- Does not include drafts, prototypes, internal artifacts, tooling, reusable components, or background technology unless expressly stated
3.4 Relentnet Reuse Rights
Regardless of ownership, Relentnet retains a perpetual, irrevocable, royalty-free right to reuse generalized concepts, techniques, structures, components, workflows, and non-client-specific code developed during the engagement, provided no Client confidential information is disclosed.
3.5 Third-Party Components
All third-party and open-source software remains subject to its respective licenses.
3.6 Portfolio Rights
Relentnet may reference Client name and a general description of the project in marketing materials unless otherwise agreed in writing.
4. Confidentiality
Each party agrees to protect the other’s confidential information and use it solely for purposes of this Agreement. Obligations survive five (5) years after termination.
5. Warranties & Disclaimers
Services are provided “as-is” and “as-available.” Relentnet disclaims all implied warranties, including merchantability and fitness for a particular purpose.
6. Limitation of Liability
To the maximum extent permitted by law, Relentnet’s total liability shall not exceed the fees paid by Client in the twelve (12) months preceding the event giving rise to the claim.
Relentnet shall not be liable for indirect, incidental, special, consequential, or lost-profit damages.
Nothing in this Agreement limits liability for gross negligence, willful misconduct, or fraud to the extent prohibited by applicable law.
7. Indemnification
Client shall indemnify Relentnet for claims arising from Client content, data, instructions, or misuse.
Relentnet shall indemnify Client solely for direct infringement of U.S. intellectual property rights by Relentnet-delivered work.
8. Non-Solicitation
Client agrees not to solicit or hire Relentnet employees or contractors during the engagement and for twelve (12) months thereafter.
9. Governing Law & Venue
This Agreement is governed by the laws of the State of Tennessee, with venue in Davidson County, Tennessee.
10. Acceptance
This Agreement is accepted by signature, portal selection, or payment of any invoice issued by Relentnet.
Client acknowledges that it has had the opportunity to review this Agreement and seek independent legal counsel prior to acceptance.