This Master Service Agreement ("Agreement") is a legally binding contract entered into by and between The Obsidian Studios ("Agency", "We", "Us", or "Our") and the applicant ("Client", "You", or "Your") collectively referred to as the "Parties". By checking the agreement box and submitting the TOS 50 application form, You explicitly acknowledge, understand, and agree to be bound by all stipulations, covenants, provisions, and obligations detailed exhaustively herein.
1.1. Waived Upfront Capital Expenditure. Under the proprietary framework of the TOS 50 Program, The Obsidian Studios agrees to conceptually waive the standard, customary upfront design, development, engineering, architecture, and deployment capital expenditures normally associated with a full-scale custom web application or digital infrastructure build.
1.2. Consideration. In direct consideration for the aforementioned waiver of upfront capital expenditure, which constitutes substantial material value, the Client irrevocably agrees to enter into a mandatory, uninterrupted, continuous Monthly Maintenance and Hosting Retainer ("Maintenance Retainer") for a strictly enforced minimum duration as outlined in Section 3 of this Agreement.
2.1. Conditional Reservation. Upon the digital submission of the TOS 50 application, the Agency shall allocate a conditional, non-binding 24-hour reservation slot for the Client.
2.2. First Month Deposit. To permanently secure the allocated slot and initiate the onboarding, architecture, and development phases, the Client must remit the full financial value of the first month's Maintenance Retainer within twenty-four (24) chronological hours of application submission. Failure to remit this deposit results in immediate, irreversible forfeiture of the slot to the next applicant in the queue.
3.1. Minimum Term Requirement. By virtue of accepting the waived upfront development costs, the Client is legally bound to a continuous, unbreakable twelve (12) month minimum contractual term ("Initial Term"). This Initial Term commences on the date the application is deployed to a production environment.
3.2. Monthly Retainer Obligations. During the Initial Term, and any subsequent renewal terms, the Client shall pay the agreed-upon Maintenance Retainer every thirty (30) days without delay, offset, or deduction. This retainer comprehensively covers server hosting, SSL certificate management, routine security patching, continuous uptime monitoring, and baseline infrastructure management.
3.3. Automatic Billing. The Client authorizes The Obsidian Studios, or its designated payment gateway partners, to automatically charge the Client's vaulted payment method on a recurring 30-day schedule.
4.1. Grace Period. In the event that an automated monthly payment is declined, rejected, or otherwise fails to process, a maximum grace period of seven (7) calendar days shall be automatically instituted.
4.2. Suspension Action. Should the outstanding balance remain unsettled upon the expiration of the seven (7) day grace period, The Obsidian Studios reserves the unilateral, uncontestable right to immediately suspend all digital services. This includes, but is not limited to, revoking DNS routing, suspending server instances, taking the application offline, and restricting administrative access.
4.3. Reinstatement. Services shall remain in a suspended state until the entirety of the outstanding balance, compounded with any applicable administrative late fees or reactivation surcharges, is paid in full.
5.1. Agency Ownership. The Obsidian Studios retains absolute, exclusive, and unencumbered ownership of all underlying proprietary source code, software architecture, design frameworks, uncompiled assets, proprietary scripts, and structural methodologies utilized to construct, deploy, and manage the application ("Agency IP").
5.2. Client Data Ownership. The Client retains full, absolute, and exclusive ownership of all proprietary business data, user data, branding assets (logos, typography specific to the brand), and textual content uploaded or generated within the platform ("Client IP").
5.3. Licensing. During the active duration of this Agreement, provided the Client is in good financial standing, the Agency grants the Client a non-exclusive, non-transferable, revocable license to utilize the application for its intended commercial purposes.
6.1. Notice of Termination. The Client may elect to terminate this Agreement at any time by providing a formal, written thirty (30) day prior notice to The Obsidian Studios.
6.2. FULL BUILD BUYOUT PENALTY (CRITICAL CLAUSE). Because The Obsidian Studios explicitly waived the massive, standard upfront development fees under the pretense of the TOS 50 Program's recurring revenue model, any termination of this Agreement by the Client—whether during the Initial Term or thereafter—triggers an immediate, mandatory Buyout Event. To terminate services, or to request the handover, transfer, or release of any codebase, digital assets, domain authority, or application files, the Client MUST pay the full, currently evaluated market cost of a custom website build ("Buyout Fee").
6.3. Evaluation. The Buyout Fee shall be evaluated exclusively by The Obsidian Studios based on the complexity, scale, integration density, and labor hours associated with the application as it exists at the time of termination.
6.4. Failure to Remit Buyout Fee. If the Client terminates the Agreement but refuses or fails to pay the evaluated Buyout Fee, no source code, assets, or access rights will be transferred. Furthermore, all hosting, maintenance, and digital services will immediately and permanently cease upon the conclusion of the 30-day notice period, resulting in the permanent offline status of the application.
7.1. Limitation of Liability. To the maximum extent permitted by applicable law, in no event shall The Obsidian Studios, its directors, employees, or affiliates be liable for any indirect, punitive, incidental, special, consequential, or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data, or other intangible losses, that result from the use of, or inability to use, the service.
7.2. Indemnification. The Client agrees to defend, indemnify, and hold harmless The Obsidian Studios from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to the Client's violation of these Terms or the Client's use of the Service.
8.1. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable for any reason, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.
8.2. Governing Law. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the standard operating jurisdiction of The Obsidian Studios.
8.3. Entire Agreement. This Agreement constitutes the sole and entire agreement between the Parties regarding the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.
DOCUMENT ID: TOS-50-MSA-2026-REV2 | END OF TERMS