terms of use
1. Services Rendered.
Company agrees to render and be compensated for the Services according to the terms listed on Exhibit A attached hereto.
2. Scope of Work.
Company agrees to provide Services pursuant to the Scope of Work set forth in Exhibit B attached hereto (the “Scope of Work”).
3. Delivery of Services.
Company will use reasonable diligence in the rendering of the Services. Customer acknowledges, however, that any stated delivery deadline and the other payment milestones listed in Exhibit A are estimates and are not required delivery dates.
4. Ownership Rights.
Customer shall retain all of its intellectual property rights in any text, images or other components it owns and transmits to Company for use in the Services. Customer shall hold the copyright for the agreed-upon version of the Services as delivered, and Customer’s copyright notice may be displayed in the final version.
Company retains exclusive rights to pre-existing material it uses in Customer’s project(s). Customer does not have right to reuse, resell or otherwise transfer material owned by Company or third parties. Company’s materials shall be defined as set forth in Exhibit C, attached.
5. Compensation.
For all of Company’s services under this Agreement, Customer shall compensate Company, in cash, pursuant to the terms of Exhibit A attached hereto. In the event Customer fails to make any of the payments referenced in Exhibit A by the deadline set forth in Exhibit A, Company have the right, but is not obligated, to pursue any or all of the following remedies: (1) terminate the Agreement, (2) remove or withhold services or deliverables, or (3) bring legal action.
6. Confidentiality.
Customer and Company acknowledge and agree that the Scope of Work and all other documents and information related to the development of the Services (the “Confidential Information”) will constitute valuable trade secrets of Company. Customer shall keep the Confidential Information in confidence and shall not, at any time during or after the term of this Agreement, without Company’s prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information. Excluded from the “Confidential Information” definition is anything that can be seen by the public.
7. Limited Warranty and Limitation on Damages.
Company warrants the Services will conform to the Scope of Work. If the Services or Deliverables do not conform to the Scope of Work, Company shall be responsible to correct the Services or Deliverables without unreasonable delay, at Company’s sole expense and without charge to Customer, to bring the Services or Deliverables into conformance with the Scope of Work. This warranty shall be the exclusive warranty available to Customer. Customer waives any other warranty, express or implied. Customer acknowledges that Company is not responsible for the results obtained by Customer on the Services. Customer waives any claim for damages, direct or indirect, and agrees that its sole and exclusive remedy for damages (either in contract or tort) is the return of the consideration paid to Company as set forth in Exhibit A attached hereto.
8. Independent Contractor.
Company shall be retained as an independent contractor. Company will be fully responsible for payment of its own income taxes on all compensation earned under this Agreement. Customer will not withhold or pay any income tax, social security tax, or any other payroll taxes on Company’s behalf. Company understands that it will not be entitled to any fringe benefits that Customer provides for its employees generally or to any statutory employment benefits, including without limitation, worker’s compensation or unemployment insurance.
9. Equipment.
Customer agrees to make available to Company, for Company’s use in performing the services required by this Agreement, such items of hardware and software as Customer and Company may agree are reasonably necessary for such purpose.
10. General Provisions.
10.1 Entire Agreement.
This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both of the parties hereto.
10.2 Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of <<State>>. Exclusive jurisdiction and venue shall be in the <<County>> County, <<State>> Superior Court.
10.3 Binding Effect.
This Agreement shall be binding upon and inure to the benefit of Customer and Company and their respective successors and assigns, provided that Company may not assign any of its obligations under this Agreement without Customer’s prior written consent.
10.4 Waiver.
The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such party’s right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.
10.5 Good Faith.
Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.
10.6 Right to Remove Services.
In the event Customer fails to make any of the payments set forth on Exhibit A within the time prescribed in Exhibit A, Company has the right to remove or withhold the Services or Deliverables until payment in full is made, plus accrued late charges of 1 ½% per month.
10.7 Indemnification.
Customer warrants that everything it gives Company to use in the delivery of the Services or any deliverable is legally owned or licensed to Customer. Customer agrees to indemnify and hold Company harmless from any and all claims brought by any third party relating to any aspect of the Services, including, but without limitation, any and all demands, liabilities, losses, costs and claims including attorney’s fees arising out of injury caused by Customer’s products/services, material supplied by Customer, copyright infringement, and defective products sold via the Services or Deliverables.
10.8 Use of Services for Promotional Purposes.
Customer grants Company the right to reference the Services or Deliverables or the Customer’s name for promotional purposes and/or to cross-link it with other Services offered by Company.
10.9 No Responsibility for Theft.
Company has no responsibility for any third party taking, stealing, destroying or otherwise ruining all or any part of the Services or Deliverables rendered under this Agreement.
10.10 Attorney’s Fees.
In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement, the prevailing party shall be entitled to recover its actual attorney’s fees and costs, including expert witness fees.
10.11 Identification of Company.
Customer agrees that Company’s identification may be associated with the Services or Deliverables as the creators. Customer also agrees to put Company’s copyright notices on the Services or Deliverables and the relevant content therein.
10.12 No Responsibility for Loss.
Company is not responsible for any down time, lost files, improper links or any other loss that may occur from any service or deliverable related to Company’s work or the rendering of the Services or Deliverables.
10.13 Transfer of Rights.
In the event Company is unable to continue maintenance of the Services, Customer shall have non-exclusive rights to use pre-existing material (see Exhibit C) owned by Company in connection with Customer’s Services.