Commerce Rev

Master Services Agreement

Updated 3/28/22

This agreement (hereinafter “Agreement”) is made and entered into by Commerce Rev and the undersigned (hereinafter “Customer”).

Customer desires to engage Commerce Rev pursuant to one or more Scopes of Work and/or Task-Approvals to perform certain services related to Client’s eCommerce operations (hereinafter, the “Commerce Rev-Customer Relationship”). This Agreement, and the terms contained herein, applies to and governs the Commerce Rev-Customer relationship.

Commerce Rev and Customer hereby agree as follows:

1. The Work

A. Scope of  Work 

Commerce Rev shall provide all the services described in the executed Statement(s) of Work (“SOW”). Additional consulting services may be contracted through Commerce Rev by means of a subsequent SOW executed between Commerce Rev and the Customer. All work performed under any SOW is subject to the terms of this Agreement unless otherwise explicitly indicated in the SOW.

B. Statement of Work

Each SOW will include Commerce Rev’s estimate of the cost to complete the project. Commerce Rev does its best to accurately estimate project costs upfront based on the scope as it is defined in the Customer’s work request. This 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. All costs listed in the SOW are an ESTIMATE and NOT a FIXED BID.

For each associated SOW, as soon as Commerce Rev identifies that a task or deliverable may go over the estimate, the Customer will be alerted, and the parties will mutually agree in writing to proceed before any additional work is done which exceeds the approved estimate.

C. Customer Deliverables

The Customer is responsible for the delivery of Customer deliverables as defined in the SOW. Common customer deliverables include brand guidelines, core data files, media files, product strategy, code, design, product samples, content/migration, third party libraries, software / service purchases, and quality / acceptance testing. Should the Customer be delayed or unable to deliver as per the requirements of the SOW or the project, the time line and budget will be adjusted accordingly.

D. Customer Authorization

Commerce Rev takes great pride in the quality of our work, and as such, will have a Growth Manager assigned to all projects. The Growth Manager will prepare and send out the estimate based on SOW signed between both the parties. The Customer is required to review and approve the estimate by clicking on the “I Accept” button, authorizing Commerce Rev to commence work. Should the Customer wish the work to be halted or the tasks in the approval email changed, he/she is solely responsible for informing their Growth Manager, in writing, to put the list on hold. The Customer understands that under no circumstances can approved tasks be reversed and no credit shall be given by Commerce Rev to the Customer for tasks in progress or completed. The Customer additionally acknowledges that task approval emails are not the sole method of approving tasks, and that either written or verbal communication with their Growth Manager may constitute approval.

E. Project Timing

In order to ensure that commitments can be met, Commerce Rev will book resources for the project window defined in the project schedule in the SOW. The estimated cost of each deliverable and the overall budget are shaped by the schedule. Should the Customer 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 Commerce Rev. Such an additional fee shall be disclosed to, and approved by, the Customer before such additional fee being imposed.


A. Payment Terms

All payments are due on receipt or within 30 days of the invoice being sent, whichever is earlier. Customer agrees to issue Credit Card or Checking Account information to Commerce Rev to keep on file, and authorizes Commerce Rev to bill and collect payment for work completed without additional consent. Commerce Rev will issue an invoice to the Client at each billing event which can be viewed through the Client Portal provided by Commerce Rev. All billed consulting fees or fees for work performed are not refundable. A convenience fee of 3% will be applied to all credit or debit card transactions. The Customer may change their desired billing method at anytime. In the instance of late, returned or declined payment; Commerce Rev reserves the right to cease all work until accounts are settled and may request a security deposit to resume work. If the amount of any invoice is in dispute, the Customer shall pay any amount that is undisputed.

B. 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 the Customer and paid by Commerce Rev, will be billed monthly. Customer will buy the materials or services directly unless specifically agreed upon in writing. Any effort required by Commerce Rev around purchasing tools, services or assets will be invoiced at the Time & Materials rate.

C. Deposit / Retainer

All projects will require a security deposit. In order to begin work on an SOW, the Customer will provide Commerce Rev an initial payment as per the terms defined in the SOW. Security deposits are stored in a separate account which will be held throughout the duration of the associated Customer relationship. Only after the last delivery, the final invoice be deducted from the security deposit. Should any funds remain in the security deposit, they will be returned to the Customer in the form of their preferred payment method as indicated below.


D. Sales Tax

Customer understands that Commerce Rev will comply with all applicable sales tax or similar laws, and that Customer will be responsible for all taxes incurred.

Sales tax, if applicable, will be added as a separate line item in addition to the cost of services invoiced to the Customer. Should Commerce Rev determine at any phase of the agreement that Sales tax is required, Commerce Rev will reissue all relevant invoices with the applicable sales tax applied.

Should Customer be exempt from paying sales tax, Customer must submit proof to Commerce Rev in digital format (scanned) in order to avoid being charged.

E. Payment Information

ACH / Wire payment


Address: 2219 Hitzert Court

Bank: Enterprise Bank & Trust

Routing Number: 081006162

Account Number: 1497776



A. Point of Contact

Commerce Rev will require one (max two) points of contact during the Agreement for clarifying requirements for design, key features, usability and maintenance issues. Commerce Rev requires this person to be available to answer questions arising from the project within 1 business days (subject to reasonable exceptions), and to have authority to make design and related decisions on the project. Customer’s Primary Point of Contact (“PoC”) may authorize other officers or employees to respond to any issue requiring the technical expertise, or may designate a new point of contact by communicating such change in writing to Commerce Rev.

Customers may modify these points of contact by email to the Growth Manager assigned to the project.

B. Project Management & Communication

Business Day / Hour: For the purposes of this contract, “business days” and “business hours” shall be defined as Monday-Friday, from 9 a.m. to 5 p.m. Central.

Project Tracking Software: Commerce Rev will manage work using a project tracking software (issue tracking, announcements and timelines) and Zoho documents. The Customer’s PoC will have appropriate access to all associated assets. This system will serve as a primary mode of communication, documentation, and reporting. Any approval made within the system by the PoC will be considered official written approval.

Commerce Rev Growth Managers may ask for formal approval in any communication method (Slack, Email), and receive it back from the Customer. The Growth Manager will articulate that it is a request for approval.

C. Project Response Times

Due to the nature of our project load, Commerce Rev is not set up to support on demand services outside of business hours and any window of time otherwise defined within the SOW. Within the duration of this Agreement, Commerce Rev will make every effort to reply to inquiries within one business day except where the Customer has been previously notified of a period of limited availability. Commerce Rev will respond in good faith but cannot guarantee any specific action within a given time frame.

Should a specific Service Level Agreement for technical support be included in the SOW, response time expectations will be defined in the appropriate section and for those offering supersede our standard response timeframe. 


A. Intellectual Property & Ownership

As defined in the applicable SOWs, Commerce Rev will provide the completed deliverables (“Finished Product(s)”) to the Customer in the form of data files, 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) are commonly delivered to the Customer through a file sharing service, email and/or through a shared code repository for a limited period, with the expectation that the Customer will download the deliverables they desire during the agreed upon window. The Finished Product(s) becomes the exclusive property of the Customer 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 Commerce Rev. Commerce Rev represents and warrants that it has a legal right to use any such existing content in the creation of the Finished Product(s). The Customer’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 Customer, only the Finished Product(s). No rights to these dependencies are expressed or implied.

B. Commerce Rev Product Lines

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

C. Credit

We take great pride in our work and like to share our combined success. Customer agrees that Commerce Rev shall have the right to include the relevant Customer brand within its roster of Customers. When publicly available, the Customer’s project will be directly referenced as part of Commerce Rev’s business portfolio.


A. Dependencies

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

B. APIs & 3rd Party Services

Commerce Rev is not responsible for the uptime, performance or stability of any 3rd party service. Should an API or service change and in anyway affect the application or alter scope, additional budget may become required and the timeline may be affected. Commerce Rev will document all required integration points.

C. Content & Copyright

Customer 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 Commerce Rev and the Customer will be defined in the SOW or documented during the planning phase.

Commerce Rev and Customer will both observe applicable copyright and trademark laws. Customer will obtain permission from any copyright owner to use their asset (stock media, code library or snippet, font and 3rd party tool) that has any restrictions, requires payment or affects the copyright or ownership of the deliverable.

D. Accessibility

Applicable deliverables from both Commerce Rev and the Customer will comply with the accessibility standards set forth in the SOW at the time of delivery. Commerce Rev 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 customer releases Commerce Rev from any obligation from accessibility compliance. Customer 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 Commerce Rev.

E. Backups

Commerce Rev maintains internal backups of active project code and design files. This backup system is not intended as a solution for the Customer, rather as a code archive through the duration of this engagement. While the Commerce Rev backup system is fully redundant, it is not guaranteed and does not support any content produced by the Customer. The Customer is solely responsible for the backup and restoration of the Finished Product(s) and any associated data.

F. Security

Although Commerce Rev makes every effort to provide secure Finished Product(s), due to the nature of rapidly advancing technology, Commerce Rev can in no way guarantee that the Finished Product(s) will not be subject to security breaches. Commerce Rev 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 Customer is solely responsible for tracking software updates which may affect their system.

G. Independent Contractors

Commerce Rev 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 Commerce Rev 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. Commerce Rev 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 Commerce Rev by the Customer. 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.

H. Non-solicitation

If during or within one year of termination of this agreement the Customer solicits and then hires or contracts with any employee or independent contractor of Commerce Rev, the Customer will agree to pay Commerce Rev, 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 contractor or employee.

I. Limited Liability

The Customer alone shall be responsible for: (a) the accuracy and adequacy of information and data furnished for processing; (b) any use made by the Customer of the output of the services 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 Customer 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 Customer agrees that any liability of Commerce Rev relating to this agreement and the services performed shall be limited to the amount of fees actually received by Commerce Rev from the Customer under this Agreement regarding the services in question, in the immediately preceding 3 calendar months. In no event shall Commerce Rev 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 Customer is told that any such damages may occur.

Commerce Rev shall not be liable or responsible, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling any term of this Agreement when such failure or delay results from acts or circumstances beyond reasonable control. Such circumstances include, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, zombie apocalypse, riot, or other civil unrest, national emergency, revolution and insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, telecommunication breakdown or power outage, provided that, if the event in question continues for a continuous period in excess of 30 days, Customer shall be entitled to give notice in writing to terminate this Agreement.


A. Review, Expiration or Cancellation

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

If notice of termination is given while any SOW is active but before the applicable Final Product(s) has been signed off, Commerce Rev will complete all work product for hand-off to the Customer. All billable work for the final period will be invoiced and deducted from the deposit. 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. Dispute Resolution

All claims and disputes between the Parties relating in any way to this Agreement or the transactions contemplated hereby which cannot be resolved through their good faith discussions (a “Dispute”) shall be submitted to mandatory non-binding mediation by either Party to an impartial mediator appointed through the Judicial Arbitration and Mediation Services (“JAMS”) in St. Louis, Missouri, for a good faith effort at resolution. The mediator shall review the Dispute within thirty (30) days of submission or at such other time provided the Parties so agree. Any mediation fee shall be paid equally among the Parties. Any Dispute which is not resolved through such mandatory mediation shall be settled by final and binding arbitration before a single neutral arbitrator of JAMS who shall be a retired judge in accordance with the then current JAMS Comprehensive Arbitration Rules and Procedures in St. Louis, Missouri,. Judgment on the award rendered by the arbitrator may be entered in any court in Missouri. Each Party agrees that the Dispute as mediated and/or arbitrated and the final resolution of such Dispute shall be considered to be confidential information. The prevailing Party in any such arbitration shall be awarded its reasonable attorneys’ fees and costs as determined by the arbitrator.


C. Governing Law

Any and all disputes that may arise between Commerce Rev and the Customer regarding the terms of this Agreement shall be construed and enforced according to the laws of the State of Missouri located in the County of St. Louis. In any action arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs.