Master Services Agreement
Effective date: January 1, 2026 (Last Updated: May 6, 2026)
MSA Overview
This Master Services Agreement ("Agreement" or "MSA") governs services provided by BaseMonkeys, LLC ("BaseMonkeys," "we," "us," or "our") to the client identified in an applicable statement of work, proposal, order form, subscription order, service request, marketplace order, invoice, or other written ordering document ("Client," "you," or "your"). Certain legacy invoices, contracts, payment accounts, or service relationships may reference AGZ Consulting, Inc. DBA BaseMonkeys. If an order form, invoice, statement of work, proposal, or signed agreement specifically identifies AGZ Consulting, Inc. DBA BaseMonkeys as the contracting party, then that entity will be the contracting party for that specific transaction. Otherwise, the contracting party is BaseMonkeys, LLC. This Agreement applies to services ordered through or related to, without limitation: - basemonkeys.com - smallbusiness.basemonkeys.com - clientportal.basemonkeys.com - baseqr.ai - BaseMonkeys Small Business - BaseQR - BaseMonkeys client portal services - Website, marketing, technology, consulting, reporting, QR, hosting, support, marketplace, subscription, implementation, and related services This Agreement is intended for business-to-business services. If you are accepting this Agreement on behalf of a company or organization, you represent that you have authority to bind that company or organization.
1. Agreement Structure
This MSA establishes the general legal terms between BaseMonkeys and Client. Specific services may be described in one or more of the following documents, each an "Order Document": - Statement of work ("SOW") - Proposal - Order form - Marketplace order - Client portal service request - Subscription checkout - Invoice - Email approval - Written estimate - Change order - Service description - Hosting plan - BaseQR plan - Any other written or electronic document accepted by Client and BaseMonkeys Each Order Document is incorporated into this Agreement by reference. If there is a conflict between this MSA and an Order Document, the Order Document controls only for the specific services described in that Order Document. This MSA controls all other matters unless expressly modified in a signed written agreement. BaseMonkeys' Terms of Use, Privacy Policy, Acceptable Use Policy, Subscription and Cancellation Policy, Refund Policy, and any service-specific terms may also apply to Client's use of BaseMonkeys websites, portals, reports, tools, marketplace services, QR services, and subscriptions.
2. Services
BaseMonkeys may provide services described in an applicable Order Document, which may include, without limitation: - Website design, updates, support, maintenance, troubleshooting, and implementation; - Website scans, health reports, audits, recommendations, and remediation support; - Local visibility reports, Google Business Profile support, directory review, and local marketing support; - Digital marketing strategy, consulting, content support, campaign support, and business recommendations; - Client portal access, marketplace services, service requests, tickets, subscriptions, and reporting; - BaseQR QR code creation, management, redirects, analytics, and related services; - Hosting coordination, software configuration, integrations, automation, and technical support; - CRM, analytics, forms, tracking, and operational support; - Other services agreed to by the parties. BaseMonkeys will use commercially reasonable efforts to perform the services in a professional manner consistent with the applicable Order Document. Unless expressly stated in an Order Document, BaseMonkeys does not provide legal, tax, accounting, investment, medical, insurance, cybersecurity certification, ADA compliance certification, privacy compliance certification, or regulated professional services.
3. Order Documents, Portal Approvals, and Electronic Acceptance
Client may request, approve, purchase, or subscribe to services through the client portal, marketplace, checkout page, email, proposal, invoice, written approval, or other electronic method. Client agrees that clicking, selecting, submitting, approving, accepting, purchasing, subscribing, or otherwise authorizing services through buttons, checkboxes, forms, portal actions, emails, or similar electronic actions constitutes Client's electronic signature and binding acceptance of: - This MSA; - The applicable Order Document; - The applicable service description; - The stated price, fees, subscription terms, and payment obligations; - Any applicable third-party costs; - Any applicable BaseMonkeys policies referenced at the time of acceptance. BaseMonkeys may rely on approvals submitted by Client's account owner, administrator, authorized users, employees, contractors, agents, or anyone using Client's authorized portal credentials or business email domain, unless Client has provided written notice limiting authority before the approval occurred. Client is responsible for managing portal users, permissions, credentials, and internal approval authority.
4. Client Responsibilities
Client agrees to: - Provide accurate, complete, and timely information; - Provide required access, credentials, files, content, approvals, feedback, and decisions; - Identify project stakeholders and decision-makers; - Review deliverables promptly; - Comply with applicable laws, platform policies, third-party terms, and industry requirements; - Maintain ownership and administrative control of Client's domains, accounts, platforms, subscriptions, and business systems; - Maintain appropriate backups unless backups are expressly included in the applicable Order Document; - Ensure Client has the right to provide all content, data, images, logos, files, trademarks, customer lists, URLs, credentials, and instructions submitted to BaseMonkeys; - Avoid submitting sensitive or regulated data unless expressly approved in writing by BaseMonkeys; - Pay all fees and third-party costs when due. BaseMonkeys is not responsible for delays, errors, increased costs, missed deadlines, incomplete work, or service limitations caused by Client's failure to meet its responsibilities.
5. Access to Third-Party Accounts and Platforms
Client may authorize BaseMonkeys to access third-party accounts and platforms, including websites, hosting accounts, domain registrars, Google Business Profile, Google Analytics, Google Search Console, Google Ads, Meta, CRM systems, email platforms, review platforms, payment platforms, scheduling tools, design tools, BaseQR, or other business systems. Client represents that it has the authority to grant such access and that BaseMonkeys' use of the access for the services will not violate any law, contract, platform policy, or third-party right. Client remains responsible for: - Account ownership; - Billing and subscription fees; - User permissions; - Security settings; - Credential management; - Backups; - Platform compliance; - Third-party terms and policies; - Any actions taken by Client, Client's users, other vendors, plugins, applications, automations, or platform providers. BaseMonkeys is not responsible for third-party platform outages, bugs, policy changes, account suspensions, limitations, data loss, pricing changes, feature changes, access issues, integrations, or enforcement actions.
6. Project Timeline and Delays
Any timelines, milestones, delivery dates, or launch dates are estimates unless expressly stated as firm deadlines in an Order Document. Timelines may depend on: - Client responsiveness; - Timely access to accounts and credentials; - Timely delivery of content, images, files, and approvals; - Third-party platform availability; - Scope complexity; - Change requests; - Technical issues; - Payment status; - External dependencies outside BaseMonkeys' control. If Client delays a project, fails to respond, fails to provide required materials, or pauses work for more than fourteen (14) days, BaseMonkeys may adjust the timeline, pause work, invoice for work completed, require a restart fee, or close the project.
7. Fees, Invoicing, and Payment
Client will pay all fees described in the applicable Order Document. Unless otherwise stated in writing: - Fees are due upon invoice, checkout, subscription activation, service approval, or according to the payment schedule in the Order Document; - BaseMonkeys may require payment before beginning or continuing work; - Invoices are due upon receipt unless another due date is stated; - Late payments may result in paused work, suspended portal access, suspended subscriptions, delayed deliverables, or termination; - Client is responsible for all taxes, third-party fees, platform fees, ad spend, hosting fees, software fees, domain fees, payment processing fees, API fees, and other outside costs unless expressly included in writing; - Client may not withhold payment because of unrelated disputes, delays caused by Client, third-party issues, or services outside the disputed scope. BaseMonkeys may charge interest on overdue amounts at the lesser of 1.5% per month or the maximum rate allowed by law. Client is responsible for reasonable collection costs, attorneys' fees, chargeback fees, and expenses incurred to collect overdue amounts.
8. Subscriptions and Recurring Services
Certain services may be provided on a subscription, retainer, hosting, support, maintenance, BaseQR, marketplace, or recurring basis. Unless otherwise stated in the applicable Order Document: - Subscriptions automatically renew on the billing cycle shown at checkout, on the invoice, or in the service description; - Client authorizes recurring charges to the payment method on file; - Client must cancel before the next renewal date to avoid future charges; - Cancellation takes effect at the end of the then-current billing period; - Partial-month or prorated refunds are not provided unless required by law or agreed in writing; - Subscription fees are not refundable once a billing period begins; - Unused time, unused services, unused credits, unused reports, unused support, or unused requests do not roll over unless expressly stated in writing; - BaseMonkeys may suspend or terminate recurring services for failed payment, overdue invoices, misuse, security risk, or breach of this Agreement. Cancellation does not relieve Client of payment obligations for completed work, approved services, third-party costs, unpaid invoices, committed subscription periods, or other amounts owed.
9. Refunds, Credits, and Chargebacks
Unless expressly stated in writing or required by law, all fees are final and non-refundable once work begins, access is granted, a report is generated, a subscription period begins, a QR service is activated, a third-party cost is incurred, or a custom service is approved. Non-refundable items include, without limitation: - Setup fees; - Onboarding fees; - Audits; - Reports; - Scans; - Consulting; - Strategy; - Completed work; - Custom work; - Implementation work; - Rush fees; - Subscription periods already started; - Hosting periods already started; - BaseQR fees already incurred; - Third-party costs; - Ad spend; - Software fees; - Domain fees; - Platform fees. BaseMonkeys may issue refunds, partial refunds, credits, or courtesy adjustments in its sole discretion. Doing so in one situation does not create an obligation to do so in another. Unauthorized chargebacks, payment reversals, or payment disputes for validly approved services may be treated as a breach of this Agreement. BaseMonkeys may suspend services, portal access, deliverables, subscriptions, hosting, QR services, and accounts until the dispute is resolved.
10. Scope Changes and Change Orders
Services are limited to the scope described in the applicable Order Document. Work outside the original scope may require additional fees, a change order, a new service request, a new subscription, or a separate Order Document. Out-of-scope work may include, without limitation: - New pages, new features, new functionality, or new designs not included in the original scope; - Major direction changes; - Additional revision rounds; - Rework caused by inaccurate or incomplete Client information; - Rework caused by third-party changes; - Custom development; - Platform migrations; - Plugin, theme, hosting, or software replacement; - Copywriting, photography, video, legal policy drafting, compliance work, or accessibility remediation unless expressly included; - Emergency, rush, after-hours, or priority work; - Additional meetings, consulting, training, or support beyond the included scope. BaseMonkeys is not required to perform out-of-scope work unless both parties agree to the additional scope and fees.
11. Review, Acceptance, and Revisions
Client agrees to review deliverables promptly and provide clear, consolidated feedback. Unless otherwise stated in an Order Document: - Client must provide feedback or approval within five (5) business days after a deliverable is provided; - Deliverables are deemed accepted if Client approves them in writing, approves them through the portal, publishes them, uses them, makes them live, or fails to provide specific written feedback within the review period; - Revisions are limited to the number and type stated in the applicable Order Document; - Revisions must relate to the original scope; - Unused revisions expire when the project is accepted, completed, closed, or terminated; - New concepts, new directions, or expanded scope are not revisions and may require additional fees. BaseMonkeys may correct errors caused by BaseMonkeys within a reasonable time after notice, provided Client gives specific written notice of the issue.
12. Client Content and Data
Client retains ownership of content, data, trademarks, logos, files, images, URLs, customer lists, business information, account information, and other materials provided by Client ("Client Materials"). Client grants BaseMonkeys a non-exclusive, worldwide, royalty-free license to use, host, store, copy, modify, display, transmit, and create derivative works from Client Materials as reasonably necessary to: - Provide the services; - Operate the client portal; - Generate reports, scans, audits, and recommendations; - Operate BaseQR and QR services; - Communicate with Client; - Maintain project records; - Enforce this Agreement; - Comply with legal obligations. Client represents and warrants that Client has all rights, permissions, consents, and authority necessary to provide Client Materials and authorize BaseMonkeys to use them for the services. Client is solely responsible for the accuracy, legality, ownership, compliance, and appropriateness of Client Materials and Client instructions.
13. Sensitive and Regulated Data
Client must not provide protected health information, Social Security numbers, government identification numbers, full payment card numbers, financial account credentials, children's data, biometric data, precise geolocation data, criminal history, or other highly sensitive or regulated information unless BaseMonkeys has expressly agreed in writing to receive and process such information for a specific purpose. Unless expressly agreed in writing, BaseMonkeys is not acting as a HIPAA business associate, financial institution, credit reporting agency, law firm, accounting firm, insurance agency, or regulated compliance provider. Client is responsible for providing all required notices, obtaining all required consents, and complying with all laws applicable to Client Materials, customer data, lead data, email lists, advertising audiences, website users, form submissions, and other personal information provided to BaseMonkeys.
14. Ownership of Deliverables
Subject to full payment of all amounts owed, Client owns the final deliverables specifically created for Client under an Order Document, except for BaseMonkeys Materials, third-party materials, open-source materials, licensed materials, pre-existing materials, templates, tools, software, code libraries, frameworks, processes, know-how, and general skills. BaseMonkeys retains ownership of: - Pre-existing materials; - Templates; - Internal tools; - Portal features; - Reports and report formats; - Marketplace structures; - Service methods; - Processes; - Workflows; - Documentation; - Software; - Code libraries; - Generic design patterns; - Non-client-specific concepts; - Know-how; - Training materials; - Proposals; - Pricing models; - Recommendations frameworks; - BaseQR infrastructure; - BaseMonkeys trademarks, logos, and branding. Client receives a limited, non-exclusive, non-transferable license to use BaseMonkeys Materials included in final deliverables solely as necessary to use the deliverables for Client's internal business purposes and ordinary public-facing business use. BaseMonkeys may reuse general knowledge, ideas, concepts, skills, templates, workflows, code snippets, design patterns, and know-how, provided BaseMonkeys does not disclose Client's confidential information.
15. Third-Party Materials and Licenses
Deliverables may include or depend on third-party software, plugins, themes, fonts, stock images, APIs, hosting, domains, platforms, analytics tools, advertising platforms, payment processors, CRM systems, QR infrastructure, open-source software, or other third-party materials. Client is responsible for complying with all third-party terms, licenses, fees, renewals, subscriptions, and policies unless expressly stated otherwise in an Order Document. BaseMonkeys is not responsible for third-party changes, discontinuation, security issues, incompatibilities, licensing restrictions, price increases, downtime, data loss, or enforcement actions.
16. Portfolio and Publicity
Unless Client requests otherwise in writing, BaseMonkeys may identify Client as a client and may use Client's name, logo, non-confidential project description, screenshots, public-facing website, public-facing QR campaign, public-facing deliverables, and general results in BaseMonkeys portfolios, case studies, proposals, sales materials, websites, social media, and marketing materials. BaseMonkeys will not intentionally disclose Client's confidential information in public marketing materials without Client's permission.
17. Confidentiality
Each party may receive non-public business, technical, financial, marketing, customer, operational, or proprietary information from the other party ("Confidential Information"). The receiving party agrees to: - Use Confidential Information only for purposes related to this Agreement; - Use reasonable care to protect Confidential Information; - Limit disclosure to employees, contractors, vendors, advisors, and representatives who need to know the information for purposes related to the services; - Not disclose Confidential Information to unauthorized third parties. Confidential Information does not include information that: - Is publicly available without breach of this Agreement; - Was already known without confidentiality restriction; - Is independently developed without use of Confidential Information; - Is lawfully received from a third party without confidentiality obligations; - Is required to be disclosed by law, court order, subpoena, or government request. The confidentiality obligations survive termination of this Agreement for three (3) years, except trade secrets remain protected for as long as they qualify as trade secrets under applicable law.
18. Privacy and Data Protection
BaseMonkeys' Privacy Policy applies to personal information processed through BaseMonkeys websites, portals, BaseQR, reports, tools, and services. If Client provides personal information to BaseMonkeys, Client represents that Client has provided all required notices, obtained all required consents, and has the legal right to provide the information for processing. Where required by applicable law, the parties may enter into a separate Data Processing Addendum. BaseMonkeys may use service providers, vendors, contractors, and subprocessors to perform services, operate its business, host systems, process payments, analyze usage, secure accounts, deliver communications, provide AI-assisted tools, and support operations.
19. BaseQR and QR Code Services
If Client uses BaseQR or QR code-related services, Client is solely responsible for destination URLs, linked content, campaigns, printed materials, customer communications, compliance, and business use of QR codes. BaseMonkeys does not guarantee: - QR scan rates; - QR code availability; - Redirect availability; - Scan tracking accuracy; - Analytics completeness; - Device compatibility; - Browser compatibility; - User behavior; - Network availability; - Continued compatibility with third-party cameras, browsers, operating systems, or security tools. BaseMonkeys is not responsible for incorrect URLs, outdated printed materials, reprinting costs, blocked destinations, malicious or unlawful destinations, scan failures, analytics limitations, missed leads, missed sales, event disruption, campaign losses, or business interruption related to QR codes. BaseMonkeys may suspend, disable, throttle, redirect, or remove QR codes, destinations, accounts, or campaigns that violate this Agreement, the Acceptable Use Policy, third-party rules, or applicable law, or that may create security, legal, reputational, operational, or public safety risk.
20. No Guaranteed Results
BaseMonkeys may provide recommendations, reports, website services, marketing services, QR services, technical support, local visibility support, advertising support, and business consulting. However, outcomes depend on factors outside BaseMonkeys' control. BaseMonkeys does not guarantee: - Search engine rankings; - Google Business Profile rankings; - Website traffic; - Leads; - Sales; - Bookings; - Revenue; - Profits; - Advertising performance; - Cost per lead; - Return on ad spend; - Conversion rates; - Customer reviews; - Platform approvals; - Uptime; - Security; - Compliance; - Accessibility; - Error-free operation; - Detection of all issues; - Remediation of all issues unless expressly included in the applicable scope. Any estimates, forecasts, scores, examples, benchmarks, projections, timelines, or recommendations are informational only and are not guarantees.
21. Compliance Disclaimers
Unless expressly stated in a signed Order Document, BaseMonkeys does not provide legal compliance audits and does not guarantee compliance with: - ADA; - WCAG; - Privacy laws; - Cookie laws; - Consumer protection laws; - Advertising laws; - Email marketing laws; - SMS marketing laws; - Industry regulations; - Payment rules; - Platform policies; - Search engine guidelines; - Social media rules; - App marketplace rules; - Security standards; - Any other legal, regulatory, technical, or industry standard. Client is responsible for reviewing all deliverables, content, claims, offers, disclaimers, privacy notices, legal policies, website features, QR destinations, advertisements, emails, SMS messages, and customer communications for legal and regulatory compliance.
22. Warranties and Disclaimer
Each party represents that it has authority to enter into this Agreement. BaseMonkeys represents that it will use commercially reasonable efforts to perform services in a professional manner consistent with the applicable Order Document. Except as expressly stated in this Agreement, the services, websites, portal, reports, recommendations, BaseQR, subscriptions, deliverables, and related materials are provided "as is" and "as available." To the fullest extent permitted by law, BaseMonkeys disclaims all warranties, express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, uninterrupted operation, error-free performance, security, availability, and results.
23. Limitation of Liability
To the fullest extent permitted by law, BaseMonkeys and its owners, officers, employees, contractors, representatives, affiliates, vendors, and licensors will not be liable for indirect, incidental, special, consequential, exemplary, punitive, or enhanced damages, including lost profits, lost revenue, lost business, loss of goodwill, loss of data, data breach damages not caused by BaseMonkeys' gross negligence or willful misconduct, business interruption, reprinting costs, advertising losses, missed leads, missed sales, campaign losses, or cost of substitute services, even if advised of the possibility of such damages. To the fullest extent permitted by law, BaseMonkeys' total liability for any claim arising out of or relating to this Agreement, any Order Document, the websites, BaseQR, the client portal, reports, recommendations, subscriptions, or services will not exceed the amount Client paid to BaseMonkeys for the specific service giving rise to the claim during the three (3) months before the event giving rise to liability, or one hundred dollars ($100), whichever is greater. Client agrees that any claim arising out of or relating to this Agreement, any Order Document, the websites, BaseQR, the client portal, reports, recommendations, subscriptions, or services must be filed within one (1) year after the claim arose, or the claim is permanently barred, unless applicable law requires a longer period. To the fullest extent permitted by law, disputes must be brought only on an individual basis. Client waives the right to bring or participate in any class action, collective action, consolidated action, private attorney general action, or representative proceeding against BaseMonkeys. Some jurisdictions do not allow certain limitations of liability, so some limitations may not apply.
24. Indemnification
Client agrees to defend, indemnify, and hold harmless BaseMonkeys and its owners, officers, employees, contractors, representatives, affiliates, vendors, and licensors from and against any claims, damages, liabilities, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or related to: - Client's business, products, services, claims, offers, promotions, advertisements, websites, QR codes, customer communications, or business practices; - Client Materials; - Client's instructions, approvals, omissions, or failure to provide accurate information; - Client's violation of this Agreement, an Order Document, or applicable policies; - Client's violation of law, regulation, third-party terms, platform policies, intellectual property rights, privacy rights, publicity rights, or other third-party rights; - Client's use or implementation of any deliverable, report, recommendation, content, campaign, QR code, website change, technical update, or service; - Client's customer, prospect, employee, vendor, contractor, or third-party claims; - Data, content, credentials, accounts, or systems provided, controlled, or authorized by Client; - Unauthorized or unlawful use of BaseMonkeys services by Client or Client's users. BaseMonkeys may control the defense of any claim subject to indemnification, and Client agrees to cooperate fully.
25. Suspension and Termination
BaseMonkeys may suspend or terminate services, portal access, subscriptions, hosting, QR services, reports, deliverables, or accounts if: - Client fails to pay amounts when due; - Client violates this Agreement or an applicable policy; - Client misuses the services; - Client's use creates legal, security, reputational, technical, financial, or operational risk; - Client provides unlawful, infringing, unsafe, misleading, deceptive, or harmful materials; - A third-party platform restricts access or requires action; - Continued performance is commercially unreasonable; - BaseMonkeys is required to do so by law, court order, platform policy, or government request. Either party may terminate an Order Document if the other party materially breaches and fails to cure the breach within ten (10) days after written notice, unless the breach cannot reasonably be cured. Upon termination: - Client must pay all amounts owed for completed work, approved work, work in progress, committed subscription periods, third-party costs, and non-cancelable expenses; - BaseMonkeys may stop work and withhold unpaid deliverables to the extent permitted by law; - Client's portal, subscription, hosting, QR, or service access may be suspended or terminated; - Sections intended to survive termination will survive.
26. Non-Solicitation of Personnel and Contractors
During the term of this Agreement and for twelve (12) months after termination, Client will not knowingly solicit for employment or engagement any BaseMonkeys employee, contractor, subcontractor, consultant, or personnel member who performed services for Client or was introduced to Client through BaseMonkeys, except through a general solicitation not targeted at such person. If Client hires or directly engages such person in violation of this section, Client agrees to pay BaseMonkeys a placement fee equal to the greater of: - Twenty-five percent (25%) of the person's first-year annualized compensation or contractor fees; or - Twenty-five thousand dollars ($25,000). This section does not prohibit Client from hiring a person who responds to a general public job posting not targeted at BaseMonkeys personnel.
27. Independent Contractor Relationship
BaseMonkeys is an independent contractor and not an employee, partner, joint venturer, franchisee, fiduciary, or agent of Client. BaseMonkeys is responsible for managing its personnel, contractors, methods, tools, and work process, subject to the applicable Order Document. Client does not have authority to bind BaseMonkeys, and BaseMonkeys does not have authority to bind Client except as expressly authorized in writing.
28. Force Majeure
BaseMonkeys will not be liable for delay or failure to perform due to circumstances beyond its reasonable control, including natural disasters, severe weather, power outages, internet outages, cyberattacks, labor disruptions, government actions, platform outages, third-party service failures, supply chain issues, war, terrorism, public health emergencies, or other events beyond reasonable control.
29. Governing Law and Venue
This Agreement is governed by the laws of the State of North Carolina, without regard to conflict of law principles. Subject to any dispute resolution terms in a signed written agreement, any legal action or proceeding arising out of or relating to this Agreement, any Order Document, the services, the websites, BaseQR, or the client portal will be brought in the state or federal courts located in North Carolina, and Client consents to the jurisdiction and venue of those courts.
30. Dispute Resolution
Before filing a claim, each party agrees to make a good-faith effort to resolve disputes informally. Client agrees to contact BaseMonkeys first with a description of the issue and requested resolution. If the dispute cannot be resolved informally, either party may pursue available remedies in accordance with this Agreement and applicable law. BaseMonkeys may seek injunctive or equitable relief at any time to protect its intellectual property, confidential information, systems, portal, QR infrastructure, business operations, personnel, contractors, or legal rights.
31. Notices
Notices under this Agreement must be sent by email, portal notice, invoice message, certified mail, courier, or another method reasonably designed to provide notice. Notices to Client may be sent to the email address, billing contact, portal account, business address, or other contact information associated with Client's account or Order Document. Notices to BaseMonkeys must be sent to the contact information listed in the applicable Order Document, invoice, website, or client portal.
32. Assignment
Client may not assign or transfer this Agreement or any Order Document without BaseMonkeys' prior written consent. BaseMonkeys may assign or transfer this Agreement or any Order Document in connection with a merger, acquisition, restructuring, sale of assets, change of control, transfer of business operations, or by operation of law.
33. Severability
If any provision of this Agreement is found unenforceable, the remaining provisions will remain in full force and effect. The unenforceable provision will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not permitted.
34. Waiver
Failure to enforce any provision of this Agreement is not a waiver of that provision or any other provision. A waiver must be in writing and signed by the party granting the waiver.
35. Order of Precedence
If multiple documents apply to the same services, the following order of precedence applies unless expressly stated otherwise in a signed written agreement: 1. Signed written amendment; 2. Signed statement of work; 3. Order form or proposal accepted by both parties; 4. Marketplace order, subscription checkout, or portal-approved service request; 5. Invoice terms specific to the service; 6. This MSA; 7. BaseMonkeys Terms of Use and other website or portal policies.
36. Entire Agreement
This Agreement, together with applicable Order Documents, policies incorporated by reference, and any signed amendments, constitutes the entire agreement between the parties regarding the services and supersedes prior or contemporaneous understandings on the same subject. Any amendment to this MSA must be in writing and signed by both parties, except that BaseMonkeys may update website, portal, subscription, marketplace, privacy, acceptable use, and service policies prospectively as described in those policies.
37. Electronic Signatures and Counterparts
This Agreement and any Order Document may be accepted electronically. Electronic signatures, portal approvals, email approvals, clickwrap acceptance, and digital records have the same legal effect as physical signatures to the fullest extent permitted by law. This Agreement may be executed in counterparts, each of which is deemed an original, and all of which together form one agreement.