MESA, Inc. Standard Terms and Conditions {Sept 2025}
1. Definitions
“MESA” refers to Mechanical Engineering Systems Associates, Inc. dba MESA, Inc., an S-Corporation registered in the Commonwealth of Pennsylvania, County of Allegheny, with its headquarters located at: 294 W. Steuben St., Pittsburgh, PA 15205
“Client” refers to the individual or entity purchasing products or services from MESA and any of the Clients customers.
“Services” refers to 3D Modeling, 2D Drafting, CAD/CAM/CAE Training, Software Programming, Software Installation and Configuration, Rendering, Animations, Consulting, and Mentoring services provided by MESA.
Both parties (MESA and Client) are independent businesses. Unless explicitly written in a formal Partnering Agreement or Joint Venture, both parties are their own, independent businesses.
2. Scope of Services
MESA provides professional services as quoted to the Client. All services are intangible and delivered electronically. A Statement of Work (“SOW”) may be included in quotations to clearly define scope, deliverables, and expectations.
3. Engagement and Authorization
Work shall commence only after MESA receives:
4. Payment Terms
New Clients: 100% upfront payment or 50% deposit prior to commencement, with the remaining 50% due before delivery depending on project scope and length.
Established Clients: Net 30 days from invoice.
Client agrees to reimburse MESA for any travel expenses related to this engagement. Travel expenses include airfare, taxi, and mass transit fees, mileage or rental car and gas, tolls, lodging, meals and other incidental expenses incurred in support of this work. Expenses will be billed at actual cost.
Unless noted, ongoing projects will be invoiced on the last workday of the month until the project has been completed, short-term projects (less than 30 days) will be invoiced 5 days after delivery.
Late Payments: 1% monthly late fee applies to overdue balances and is compounded monthly.
Currency: All fees are quoted in U.S. Dollars and payable in U.S. Dollars only.
MESA may decide to stop work if full payment has not been made on time.
5. Intellectual Property
Upon full payment, all project-specific deliverables become the property of the Client.
MESA retains ownership of all general design methods, techniques, software tools, and training materials developed or used in the performance of Services.
6. Confidentiality
Both Parties agree to hold all information, data, and deliverables in strict confidence. Formal Non-Disclosure Agreements (NDAs) will be executed when necessary.
7. Client Responsibilities and Acceptance
The Client is responsible for reviewing and confirming the accuracy and suitability of all deliverables from MESA. If errors are identified, the Client must notify MESA in writing within seven (7) calendar days of receipt. MESA will correct verified errors at no additional cost.
If after seven (7) calendar days the Client has not responded the deliverable will be deemed Accepted.
8. Non-Solicitation
Both Parties agree that for a period nine (9) months after the last invoice it will not, directly or indirectly, solicit, recruit, hire or engage any employee, contractor or sub-contractor of the other Party or other Party’s affiliates with whom such Party or any of its Representatives have had contact or who became known to them in connection with such Party’s consideration of the Transaction to terminate their employment or other relationship with the other Party, or to seek or accept employment or other affiliation with such Party.
If Either Party breaches this provision, the Party who makes the new hire agrees to pay liquidated damages to the other Party equal to 50% of the individual’s annual salary or total annualized project / contract value, whichever is greater, in addition to any other remedies available under law.
Either Party may initiate a written waiver to this non-solicitation provision but it the waiver is only valid if the Owner / President of each organization signs the document.
9. Client Liabilities, Indemnification and Hold Harmless
MESA is not responsible for downstream manufacturing issues, construction errors, changes made by the Client or third parties, or misuse of deliverables.
The Client agrees to hold MESA harmless from claims or damages arising from such issues.
a. Client shall indemnify, defend and hold harmless MESA and its affiliates, MESA’s landowners, customers, and their respective affiliates, employees, officers, directors, agents, successors and assigns from and against any and all suits, actions, proceedings, losses, damages, claims, fines, penalties, costs and expenses (including reasonable attorneys’ fees, investigation and remediation expenses) (collectively, “Claim”) arising out of or resulting from:
(i) injuries to or death of any persons (including Client’s employees and subcontractors, collectively “Client Personnel”) or damage to property, including theft, in any way arising out of the Equipment, Services and/or Deliverables, or caused by any act or omission of Client or Client Personnel’s during the performance of its Obligations under the Contract;
(ii) any failure of Client to perform its Obligations under the Contract, or breach by Client of any representation, warranty, covenant or agreement contained in the Contract;
(iii) any violation of any law, regulation, rule, standard, or other governmental requirement by Client or any Client Personnel; and
(iv) any actual or alleged infringement or misappropriation of any patent, trademark, copyright, trade secret or any actual or alleged violation of any other proprietary rights or intellectual property rights arising from or in connection with the Deliverables provided under the Contract or their use.
In no event shall Client’s indemnity hold harmless obligations, or portions or applications thereof, apply to any Claim caused by the willful misconduct or sole negligence of the party to be indemnified or held harmless. Furthermore, Client specifically waives any immunity provided against this indemnity by an industrial insurance or workers’ compensation statute. MESA shall notify Client in writing, and with reasonable promptness, of any Claim that may give rise to a claim for which Client provides a defense. If MESA fails to give notice, Client is still obligated to indemnify, hold harmless and defend MESA, except that Client is not liable for any litigation expense incurred before the time when notice is given. At the request of MESA, Client shall conduct such defense (employing counsel reasonably acceptable to MESA), at Client’s expense, against any Claim. In the event MESA does not request Client to conduct such defense or where MESA take over the defense from Client, MESA or customer may employ separate counsel, including in-house counsel, to conduct MESA or customer’s defense against such Claim. MESA, and Client shall cooperate in the defense of any Claim. Client may control the defense and settlement of a Claim, but if the settlement of a Claim may have an adverse effect on MESA, then Client shall not settle such Claim without the consent of MESA as applicable, and MESA shall not unreasonably withhold or delay its consent.
MESA is not providing nor has promised to provide any type of Engineering Services. We are not Engineers, nor do we claim to be Engineers.
If a Claim is made, MESA’s Liability for any claim will not exceed $25,000.00.
10. Training Refund Policy
If the Client is dissatisfied with a training class, they may retake the same class once, free of charge. Dissatisfaction must be reported to MESA within 30 days of the class completion date and the retake must be within 4 months of the original class.
11. Programming Specific Terms
Certain source code (standard modules and class libraries) is copyrighted by MESA, Inc.
MESA makes no warranty, implied or otherwise. Our liability will be limited to repair/correction of any defect discovered for a period of 12 months after delivery. This liability is limited to the original source project. MESA is not responsible for defects if the original source file is modified by parties’ others.
Yearly updates to the program due to changes in new versions of software and other compatibility issues will be an additional cost.
MESA requires that any changes/modifications requested by the Client be provided in writing. In turn, MESA will confirm receipt of these change requests and will determine if the changes warrant a change order to increase project cost and/or a change to the original completion date.
12. Termination
Either party may terminate a project with written notice. The Client is responsible for payment of all work performed and expenses incurred up to the termination date.
13. Governing Law & Dispute Resolution
These Terms are governed by the laws of the Commonwealth of Pennsylvania.
Disputes shall be resolved through arbitration or mediation in Allegheny County, Pennsylvania, rather than through court litigation.
14. Entire Agreement
These Terms, along with any applicable proposal, quotation, or Statement of Work, represent the entire agreement between MESA and the Client. No other representations, promises, or agreements shall apply unless made in writing and signed by both parties.
“MESA” refers to Mechanical Engineering Systems Associates, Inc. dba MESA, Inc., an S-Corporation registered in the Commonwealth of Pennsylvania, County of Allegheny, with its headquarters located at: 294 W. Steuben St., Pittsburgh, PA 15205
“Client” refers to the individual or entity purchasing products or services from MESA and any of the Clients customers.
“Services” refers to 3D Modeling, 2D Drafting, CAD/CAM/CAE Training, Software Programming, Software Installation and Configuration, Rendering, Animations, Consulting, and Mentoring services provided by MESA.
Both parties (MESA and Client) are independent businesses. Unless explicitly written in a formal Partnering Agreement or Joint Venture, both parties are their own, independent businesses.
2. Scope of Services
MESA provides professional services as quoted to the Client. All services are intangible and delivered electronically. A Statement of Work (“SOW”) may be included in quotations to clearly define scope, deliverables, and expectations.
3. Engagement and Authorization
Work shall commence only after MESA receives:
- A signed MESA Quote (with PO# if a purchase order is required when invoicing), or
- Client Purchase Order
- Written confirmation (email or equivalent) authorizing MESA to proceed.
4. Payment Terms
New Clients: 100% upfront payment or 50% deposit prior to commencement, with the remaining 50% due before delivery depending on project scope and length.
Established Clients: Net 30 days from invoice.
Client agrees to reimburse MESA for any travel expenses related to this engagement. Travel expenses include airfare, taxi, and mass transit fees, mileage or rental car and gas, tolls, lodging, meals and other incidental expenses incurred in support of this work. Expenses will be billed at actual cost.
Unless noted, ongoing projects will be invoiced on the last workday of the month until the project has been completed, short-term projects (less than 30 days) will be invoiced 5 days after delivery.
Late Payments: 1% monthly late fee applies to overdue balances and is compounded monthly.
Currency: All fees are quoted in U.S. Dollars and payable in U.S. Dollars only.
MESA may decide to stop work if full payment has not been made on time.
5. Intellectual Property
Upon full payment, all project-specific deliverables become the property of the Client.
MESA retains ownership of all general design methods, techniques, software tools, and training materials developed or used in the performance of Services.
6. Confidentiality
Both Parties agree to hold all information, data, and deliverables in strict confidence. Formal Non-Disclosure Agreements (NDAs) will be executed when necessary.
7. Client Responsibilities and Acceptance
The Client is responsible for reviewing and confirming the accuracy and suitability of all deliverables from MESA. If errors are identified, the Client must notify MESA in writing within seven (7) calendar days of receipt. MESA will correct verified errors at no additional cost.
If after seven (7) calendar days the Client has not responded the deliverable will be deemed Accepted.
8. Non-Solicitation
Both Parties agree that for a period nine (9) months after the last invoice it will not, directly or indirectly, solicit, recruit, hire or engage any employee, contractor or sub-contractor of the other Party or other Party’s affiliates with whom such Party or any of its Representatives have had contact or who became known to them in connection with such Party’s consideration of the Transaction to terminate their employment or other relationship with the other Party, or to seek or accept employment or other affiliation with such Party.
If Either Party breaches this provision, the Party who makes the new hire agrees to pay liquidated damages to the other Party equal to 50% of the individual’s annual salary or total annualized project / contract value, whichever is greater, in addition to any other remedies available under law.
Either Party may initiate a written waiver to this non-solicitation provision but it the waiver is only valid if the Owner / President of each organization signs the document.
9. Client Liabilities, Indemnification and Hold Harmless
MESA is not responsible for downstream manufacturing issues, construction errors, changes made by the Client or third parties, or misuse of deliverables.
The Client agrees to hold MESA harmless from claims or damages arising from such issues.
a. Client shall indemnify, defend and hold harmless MESA and its affiliates, MESA’s landowners, customers, and their respective affiliates, employees, officers, directors, agents, successors and assigns from and against any and all suits, actions, proceedings, losses, damages, claims, fines, penalties, costs and expenses (including reasonable attorneys’ fees, investigation and remediation expenses) (collectively, “Claim”) arising out of or resulting from:
(i) injuries to or death of any persons (including Client’s employees and subcontractors, collectively “Client Personnel”) or damage to property, including theft, in any way arising out of the Equipment, Services and/or Deliverables, or caused by any act or omission of Client or Client Personnel’s during the performance of its Obligations under the Contract;
(ii) any failure of Client to perform its Obligations under the Contract, or breach by Client of any representation, warranty, covenant or agreement contained in the Contract;
(iii) any violation of any law, regulation, rule, standard, or other governmental requirement by Client or any Client Personnel; and
(iv) any actual or alleged infringement or misappropriation of any patent, trademark, copyright, trade secret or any actual or alleged violation of any other proprietary rights or intellectual property rights arising from or in connection with the Deliverables provided under the Contract or their use.
In no event shall Client’s indemnity hold harmless obligations, or portions or applications thereof, apply to any Claim caused by the willful misconduct or sole negligence of the party to be indemnified or held harmless. Furthermore, Client specifically waives any immunity provided against this indemnity by an industrial insurance or workers’ compensation statute. MESA shall notify Client in writing, and with reasonable promptness, of any Claim that may give rise to a claim for which Client provides a defense. If MESA fails to give notice, Client is still obligated to indemnify, hold harmless and defend MESA, except that Client is not liable for any litigation expense incurred before the time when notice is given. At the request of MESA, Client shall conduct such defense (employing counsel reasonably acceptable to MESA), at Client’s expense, against any Claim. In the event MESA does not request Client to conduct such defense or where MESA take over the defense from Client, MESA or customer may employ separate counsel, including in-house counsel, to conduct MESA or customer’s defense against such Claim. MESA, and Client shall cooperate in the defense of any Claim. Client may control the defense and settlement of a Claim, but if the settlement of a Claim may have an adverse effect on MESA, then Client shall not settle such Claim without the consent of MESA as applicable, and MESA shall not unreasonably withhold or delay its consent.
MESA is not providing nor has promised to provide any type of Engineering Services. We are not Engineers, nor do we claim to be Engineers.
If a Claim is made, MESA’s Liability for any claim will not exceed $25,000.00.
10. Training Refund Policy
If the Client is dissatisfied with a training class, they may retake the same class once, free of charge. Dissatisfaction must be reported to MESA within 30 days of the class completion date and the retake must be within 4 months of the original class.
11. Programming Specific Terms
Certain source code (standard modules and class libraries) is copyrighted by MESA, Inc.
MESA makes no warranty, implied or otherwise. Our liability will be limited to repair/correction of any defect discovered for a period of 12 months after delivery. This liability is limited to the original source project. MESA is not responsible for defects if the original source file is modified by parties’ others.
Yearly updates to the program due to changes in new versions of software and other compatibility issues will be an additional cost.
MESA requires that any changes/modifications requested by the Client be provided in writing. In turn, MESA will confirm receipt of these change requests and will determine if the changes warrant a change order to increase project cost and/or a change to the original completion date.
12. Termination
Either party may terminate a project with written notice. The Client is responsible for payment of all work performed and expenses incurred up to the termination date.
13. Governing Law & Dispute Resolution
These Terms are governed by the laws of the Commonwealth of Pennsylvania.
Disputes shall be resolved through arbitration or mediation in Allegheny County, Pennsylvania, rather than through court litigation.
14. Entire Agreement
These Terms, along with any applicable proposal, quotation, or Statement of Work, represent the entire agreement between MESA and the Client. No other representations, promises, or agreements shall apply unless made in writing and signed by both parties.
