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CLIENT TERMS AND CONDITIONS

THIS DOCUMENT IS VERSION 1.7 AND SUPERSEDES ALL OTHER VERSIONS. IT WAS LAST UPDATED ON JULY 1, 2024

These Terms and Conditions (the “Agreement”) are between GORGEOUS/RFP, LLC., a Florida Limited Liability Company, doing business as GORGEOUS (“GORGEOUS,” “AGENCY,” “Designer,” “Developer,” “we,” “us,” or “our”), and the CLIENT who purchases, requests, and/or uses our Services (“CLIENT,” “you,” or “your”).”

Table of Contents (Jump to a section by clicking any of the links below)

1. Summary

Most projects run smoothly, but occasional issues may arise. These terms are designed to protect both parties in such cases. They apply each time you: (a) request work from us, (b) use our Services, (c) use any Deliverables we’ve created for you, or (d) make a payment for a Project. They also lay out the basics of our professional services and what you can expect from us, as well as what we require of you.

PLEASE READ ALL OF THE TERMS BELOW CAREFULLY. ALTHOUGH THE LANGUAGE IS SIMPLE, THE INTENTIONS ARE SERIOUS AND THIS AGREEMENT IS A LEGAL DOCUMENT. BY AGREEING TO WORK WITH US ON ANY PROJECTS OR BY ENGAGING US FOR OR USING ANY OF OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE THAT YOU WILL BE BOUND BY ALL TERMS AND CONDITIONS.

2. Engaging Us for Services, Availability, and Communication

2.1 – Engagement of Services

You may engage our Services by: (a) signing and returning a Work Order, (b) accepting a Proposal in writing or via email, (c) submitting a Service Desk/Support ticket (created by either visiting https://support.grgs.co or by emailing [email protected]), or (d) providing written, emailed, or verbal authorization to start a project. If you are under a Monthly or Annual Service Plan, service requests must be submitted via a Service Desk/Support ticket (created by either visiting https://support.grgs.co or by emailing [email protected]).

2.2 – Hours of Operation and Availability

Our hours vary based on client needs and are not restricted to 9 a.m. – 5 p.m. CST. However, scheduled work is typically done on weekdays (Monday to Friday). We reserve the right to bill overtime for any service requests that require work to be performed on weekends (Saturday or Sunday) or federal holidays.

2.3 – Communication

We primarily communicate regarding projects and services via Service Desk/Support tickets and email. While we may acknowledge messages through other channels (e.g., social media or text), we cannot guarantee response times or track requests through those methods. For timely support and documentation, we encourage communication via approved channels. Clients under Monthly/Annual Service Plans may receive priority response times.

3. Fees, Project Expenses, and Payments

3.1 – Project Fees, Invoicing, and Accepted Payment Methods

You agree to pay all fees related to any requests for or use of Services. Any changes to the scope, Final Deliverables, or Services will incur additional fees, and you will be notified of any fee increases before billing. Proposals are valid for 30 days from the date issued. Invoices will be sent via email from our accounting platform (QuickBooks). We accept payments via check, credit card (VISA, MasterCard, Discover, AMEX), and ACH bank transfer.

If you use a credit card or similar secure online payment method for your initial order, we may bill that payment method for renewals, additional services, scope overages, expenses, and any unpaid fees, as applicable.

Website projects incur costs (e.g., hosting/usage fees) regardless of whether your site has officially launched under your domain or server. Once we create a staging installation of your website project at a publicly visible URL, your site is considered launched, and we reserve the right to begin charging website hosting and/or management fees as outlined in the Work Order or Proposal.

3.2 – Additional Costs (Project Expenses)

Fees for professional services do not include external purchases such as, but not limited to, printing, photography, color printouts, laminating, illustrations, separations, and shipping or courier services (collectively, “Project Expenses”). Project Expenses will be itemized on each invoice and must be paid immediately to avoid delays in Service delivery. If out-of-town consultant or supervisory services are required, we will bill for lodging, meals, and transportation at cost. Mileage reimbursement is calculated at the current IRS (or GSA) allowable rates.

3.3 – Payment Schedule

Unless otherwise specified in a Work Order, Proposal, Service Desk/Support Ticket, or other written or verbal authorization, a 50% non-refundable deposit of the total fees is required before work begins. The remaining fees will either be: (a) invoiced upon completion/delivery of Services, or (b) invoiced as “Work in Progress” at the end of each calendar month for fees incurred up to the date of the invoice.

3.4 – Delayed Payments, Chargebacks, NSF Fees, and Service Suspension

To maintain low fees, all payments must be made promptly. Invoices will be considered delinquent and incur a $75 charge if payment is not received within 30 days of the due date. If a balance remains unpaid for more than 45 days, an additional 10%, or the highest rate allowable by law, will be added each month. NSF checks will incur fees based on the maximum allowed by Florida law. Chargebacks will result in automatic suspension of services and potential termination. We reserve the right to dispute any chargeback by providing evidence to the relevant financial institution. We reserve the right to suspend any services, including but not limited to websites, until all outstanding invoices are current.

4. Client Obligations and Responsibilities

4.1 – Client Representative
To avoid miscommunication, you must appoint a sole representative (“Client Representative”) with full authority to provide, maintain, and approve any necessary information required by us. The Client Representative may be you or someone you designate. They will be responsible for coordinating and reviewing all Services and communicating your instructions, requests, and approvals. As your representative, they will be bound by the terms of this Agreement, and their signature or email approval will be considered final and binding on your behalf.

4.2 – Client Content
Client Content refers to all content provided by you for use in the preparation or incorporation into the Deliverables or Services, such as, but not limited to, text, text files, photos, images, videos, sounds, information, writings, materials, or works of authorship (collectively, “Client Content”). Unless you engage us to create the Client Content, it is your sole responsibility to provide these items. To avoid additional fees, you agree to supply all required Client Content in a format suitable for reproduction or incorporation into the Services without further preparation or alteration by us.

4.3 – Client Content Management on Website/Digital Platforms and Authorized Users

To facilitate the management and modification of Client Content across various digital platforms, including third-party panels such as, but not limited to, the Content Management System (CMS) for your website and social media account management tools, we may need to create accounts and invite you or your project stakeholders. These individuals, referred to as “Authorized Users,” are those you designate to have admin-level access to these panels. They will be responsible for managing, editing, and publishing your Client Content, under the oversight of you or your Client Representative. The actual users interacting with the Services—such as filling out forms or submitting orders—are referred to as “End Users.”

Please note that while we will custom build your website to integrate with a CMS for easy management and editing of Client Content, there may be elements within the Services that may not be easily modified via the CMS. Any request for modifications to such elements, so they can be modified using the CMS by Authorized Users, must be explicitly included in the Proposal or Work Order.

4.4 – Client Responsibilities, Warrants, and Representations

You acknowledge that you, your Client Representative, and Authorized Users are responsible for the following:

  • Conducting business respectfully and professionally, with honesty and trust.
  • Understanding that we are not employees; this is a collaborative relationship where mutual respect and courtesy are expected.
  • Recognizing the importance of communication, particularly via email or text, and agreeing to respond to our questions and requests in a timely manner.
  • Providing detailed clarifications when necessary to help us meet your expectations and deliver quality work.
  • Understanding that we have other clients and require fair notice to address requests and projects. Poor planning or miscommunication will not be considered an emergency for us.
  • Assisting in decision-making with parties other than us when needed.
  • Supplying Client Content in a format suitable for reproduction or incorporation into the Services, unless otherwise agreed upon in writing.
  • Ensuring that all Client Content is accurate, legal, and conforms to applicable industry standards, including, but not limited to, accessibility, compliance, and regulatory requirements specific to your field, such as, but not limited to, ADA, HIPAA, GDPR, and PCI-DSS.
  • Accepting responsibility for final proofreading. If you approve Deliverables and errors (such as typographical errors or misspellings) remain, you will incur the cost of correcting those errors.
  • Acknowledging that it is your responsibility to inform us of any legal, regulatory, or accessibility requirements applicable to the Services.
  • Ensuring that you, your Client Representative, and Authorized Users comply with our Acceptable Use Policy (AUP) in Section 6.14, including refraining from any prohibited activities outlined in that policy.
  • Implementing robust security measures for Authorized Users, including using strong, unique passwords, maintaining device security, and completing security training. You acknowledge that any failure to do so may increase the risk of breaches to your website, social media accounts, and other platforms. We are not liable for breaches resulting from negligent security practices by you or your Authorized Users.

5. Delivery, Testing and Approvals

5.1 – Timeline

We will make commercially reasonable efforts to perform the Services according to the assigned project schedule. Our delivery timeline depends on your prompt responses to questions, feedback, and requests for Client Content.

5.2 – Expedited Delivery (Rush Projects) and Overtime Fees

If you require expedited scheduling or request work outside of our normal availability (e.g., weekends or public holidays), additional fees will apply based on the extent of your expedited needs. Expedited rates will range from 150% to 350% of our current hourly rate.

5.3 – Delayed, Suspended, and Abandoned Projects

Projects can stall or be delayed while we await assets, information, feedback, and approvals from you. During such delays, we will typically focus on other projects to make efficient use of our time. You understand that delays may result in changes to the delivery timeline, and if timelines cannot be adjusted, additional fees may be incurred.

A project is considered delayed if we do not receive your response to our requests within 5 business days. In such cases, we may remove the project from our active queue and prioritize other work. Once we receive the requested items and our workload allows, we will resume work on the delayed project.

A project is considered suspended if your response is delayed for more than 45 days without a reasonable cause, as determined by us. In this case, an invoice for the remaining project balance will be sent and considered due upon receipt. Once a project is suspended, it is your responsibility to reactivate it by: (1) supplying all necessary items to complete the project and (2) paying the remaining balance in full. We will not perform any additional work until the project is reactivated.

A project is considered abandoned if your response is delayed for more than 90 days without a reasonable cause. In this instance, any fees paid for the project will be forfeited.

5.4 – Testing and Compatibility of Deliverables

We will test all Deliverables before providing them to you. If the Services include the design and/or development of a website, we will ensure compatibility with current desktop versions of Apple Safari, Google Chrome, Mozilla Firefox, and Microsoft Edge. We will also test compatibility on current mobile versions of Apple Safari (iOS) and Google Chrome (iOS and Android).

However, due to variables such as browser updates and device sizes, we cannot guarantee how third-party web browsers will function or how the website will display across all platforms. Unless specifically agreed to in writing, we do not test websites in older (non-supported) browsers.

5.5 – Approval of Proofs, Concepts, Deliverables and Services

Within five (5) business days of receiving each proof, concept, or Deliverable, you must provide: (a) written notice of approval and acceptance (which shall not be unreasonably withheld), or (b) written notice detailing any non-compliance with the specifications outlined in the Work Order or Proposal, along with any objections, corrections, or changes you would like made.

Your written approval, or that of your authorized Client Representative, is required for all Services and Deliverables prior to their release for printing, production, publishing, or other implementation.

6. Project Specifics and Service-Level Agreements (SLAs)

6.1 – Use of Project/Task/Service Ticket Management Application

To ensure effective communication throughout projects, we utilize a service desk and project management platform via a third-party cloud application called JIRA/GORGEOUS Service/Service Desk. Once your project commences, you will receive an invitation to our Service Desk. You can submit new service requests and support tickets at any time by visiting https://support.grgs.co or by emailing [email protected].

6.2 – Changes and Revisions to Scope, Deliverables or Services

Any Services outside the scope of the Work Order and/or Proposal or changes to previously approved work requested by you will be billed on a time and materials basis, at our standard hourly rate of $150/hr (unless otherwise stated in writing by us). If we deem the changes you are requesting to be substantial, we will require that a new Work Order or Proposal (with the updated scope and payment schedule) be sent by us and signed by both parties. A new deposit of fees may be required before any changes are made to the Deliverables or Services.

6.3 – OnCall Monthly Service Plans Service Level Agreement (SLA)

The OnCall Service Plan is a monthly subscription that allows you to pre-pay for blocks of billable hours to be used within the month billed. These prepaid hours do not roll over; any unused hours will be forfeited at the end of the month. The prepaid hours can be applied to any Services we provide.

Unless otherwise agreed in writing, payments for OnCall Service Plans will be auto-billed on the first of each month using the credit card you have on file. By enrolling in an OnCall Service Plan, you agree to the following: (a) a minimum 12-month billing commitment for your first year; (b) monthly payments are required to continue Services; (c) payments for OnCall Service Plans cannot be applied to any Project Expenses; and (d) you will provide fair and realistic notice to facilitate requests and projects.

6.4 – CodeCare Monthly Service Plans Service Level Agreement (SLA)

If you engage us for website development or management, enrollment in our CodeCare Monthly Service Plan is required. Given the rapid pace of technological change, we must perform specific maintenance tasks each month to keep your site and its server up-to-date, secure, and functioning properly. Without these updates and patches, your site may be vulnerable to security risks, compatibility issues, or functionality problems.

If you are already enrolled in our OnCall Monthly Service Plan and have a website under our management, we will reserve 1 hour each month from your available hours for these maintenance tasks.

CodeCare Basic Plan covers the following tasks:

  • Daily Database Optimization
  • Daily Security Scans for malware, viruses, and malicious code, with 24/7 monitoring for potential threats.
  • Weekly updates of WordPress Core, Plugins, and Themes to ensure stability and security.
  • Installation, Setup, and Management of a Web Application Firewall (WAF) for enhanced security, including DDoS protection, brute force defense, and 24/7 monitoring.
  • Installation, Setup, and Management of CloudFlare for DNS, CDN, website speed optimization, and additional security.
  • Dedicated U.S.-Based Support with ticket tracking for issues and troubleshooting.

CodeCare Essentials Plan (or higher) includes Managed Website Hosting and Server Support, covering additional tasks as outlined in Section 6.6.

While the CodeCare Monthly Service Plan addresses 99.8% of issues related to website hosting and management, additional charges may apply in the following cases: (a) if you enroll with a website we did not build; or (b) if you have your own hosting provider that you want us to manage instead of using our servers or recommended vendors.

6.5 – Website Post-Deployment Limited Support Period (45 Days)

Our fees for website design and development include limited phone, email, and ticket-based support for a period of 45 days following the launch of your website. We encourage you to make the most of this time by adding your Client Content to the backend and processing test entries or transactions to familiarize yourself with your new website’s functionality.

After the 45-day period, support will incur fees based on the frequency and complexity of your requests. The support during this time is limited to troubleshooting and correcting errors related to content and functionality. Requests for design or development changes or additional training will be considered new work and will be invoiced at applicable rates.

You assume full responsibility for final proofing and accuracy of all Client Content on your website. We are not responsible for errors or omissions, nor for updates to browsers or devices and their effects on previously provided Services.

6.6 – Managed Website Hosting & Server Support Service Level Agreement (SLA)

Our Managed Website Hosting & Support services include managing a hosting account with our third-party web server/data center vendors and providing technical support for that account and its related control panels. Our third-party vendors provide a 99.9% uptime guarantee. However, due to the unpredictable nature of online services and the need for server reboots for software patches, there may be instances of downtime. We will make every effort to investigate website outages and restore your website as quickly as possible. If your website is down for more than one (1) consecutive hour and the downtime is not due to a scheduled outage by us or our vendors, we will credit your billing account for the inconvenience.

For support requests related to outages, you can reach us via email, support tickets, or phone. While we strive for an ASAP response to all tickets and support requests, our expected response and resolution time for hosting-related outages is typically between 1 to 5 hours.

Included Tasks for Managed Website Hosting & Support:

  • Migration of Staging Server Content to the live production server when necessary.
  • Performing DNS Changes as needed.
  • Procurement, Setup, and Management of a Web Server located in the U.S., including a LAMP Stack, fault-tolerant NVMe SSD storage, Custom Advanced Policy Firewall, and MySQL databases.
  • Free Unlimited Basic Webmail Accounts and subdomains.
  • 24/7 Website Up-Time Monitoring.
  • (1) SSL/TLS Certificate for secure browsing (https://).
  • Hosting Support/Troubleshooting during outages.
  • Automatic Daily Cloud Backups of data to an off-site location.
  • Disaster Recovery to restore backups to a point before an issue or disaster.

If you choose not to use our hosting services, we make no guarantees regarding third-party hosting providers selected by you and are not liable for any issues arising from their services. As outlined in Section 9.5, if you select your own vendors other than those recommended by us, you acknowledge that we are not responsible for any loss, quality, price, performance, or delivery issues. Any work required to address problems related to third-party hosting will be billed at our current hourly rate.

6.7 – Offsite Backups of Website / Server Files or Client Content

While we may perform regular backups of your website and Client Content, we do not guarantee that there will be no loss or corruption of data. Corrupt or invalid backup points may occur due to various factors, including content that is corrupted prior to being backed up or that changes during the backup process.

We will provide support to troubleshoot any known or discovered issues affecting your backups; however, you acknowledge that we are not liable for the integrity of your backups or for the failure to restore your content to a usable state. You agree to maintain a complete and accurate copy of any Client Content in a location independent of the Services.

6.8 – Domain Names

Registering a domain name for your website through a third-party domain registrar and paying the associated annual registration fee is your responsibility. A domain name is required for any website to be reachable via a web browser. We can assist with the registration process and connect your domain name to your website if needed. It is your sole responsibility to ensure that the credit card on file with the domain registrar is current for rebilling.

We are not responsible for the suspension or loss of domain names due to billing issues or any other reasons. If you lose access to your domain name due to non-payment, suspension, or any other cause, your website will no longer be accessible or viewable to the public. Any services requested as a result of domain expiration will be billed at our current hourly rate.

6.9 – Website Email Deliverability

Your website will automatically send emails in response to specific events, such as the completion of a contact form, product sales, or end-user password updates/resets. These emails may be flagged as spam or may not be delivered by email providers. While we can assist with the deliverability of these emails by setting up SMTP relay services through third-party platforms, we cannot control the delivery and are not responsible for any emails that are not delivered to you or the end users for any reason.

You are responsible for regularly checking spam folders and monitoring the website’s form and order panels/interfaces for any notifications that may not have been delivered to your inbox.

6.10 – Search Engines and SEO (Search Engine Optimization)

Despite claims from some pseudo-marketers, no one can guarantee a specific position in search engine results for your website. Placement is influenced by numerous factors, including complex algorithms and a constantly evolving list of best practices. While we can provide guidance and assist with SEO best practices upon request, the responsibility for ensuring that content added to your website complies with these practices rests with you, your Client Representative, or Authorized Users.

Please note that any content we add on your behalf may incur additional fees to ensure adherence to current SEO guidelines. We do not guarantee ranking or placement on any search engine and are not liable for Client Content that does not conform to best practices.

6.11 – Website Compliance, Accessibility, and Legal Pages

You are responsible for informing us of any legal, regulatory, or accessibility requirements for the website, including, but not limited to, compliance with the ADA, Section 508 of the Rehabilitation Act, HIPAA, FERPA, Payment Card Industry Data Security Standard (PCI DSS), CalOPPA, and GDPR. We make no representations or warranties regarding compliance unless specified in the Proposal or Work Order. Any guarantees must be explicitly stated.

For any custom website development, we will strive for WCAG compliance by aiming for Level AAA at the time of development. However, compliance is a moving target, and achieving full compliance may be challenging; therefore, Level AA may be the most attainable standard. We will use WCAG checklists and evaluation tools during testing.

When you or Authorized Users add Client Content (via the backend CMS) or Third-Party Materials, you are responsible for ensuring compliance with applicable laws and best practices, and we are not liable for any legal repercussions resulting from non-compliance.

Certain legal pages, such as Terms of Use, Privacy Policy, and Accessibility Statement, may be required. You should consult an attorney regarding their necessity and compliant language. Creation of these pages is not included in our Services unless specified; however, if you provide the content, we will typically add it at no additional cost.

If we provide standardized policies from third-party vendors, we do not guarantee compliance and recommend that you seek legal review. You acknowledge that you are solely responsible for monitoring compliance with legal, regulatory, and accessibility requirements as they evolve.

We may utilize third-party materials (such as plugins or SaaS applications) to assist with ADA or privacy compliance, among other things; however, these may incur additional fees, and free or paid versions may not ensure full compliance.

6.12 – Use of Third-Party Software, Services, or Content

We may rely on third-party software, services, or content (collectively, “Third-Party Materials”) such as, but not limited to, hosting providers, email servers, stock media, plugins, or website extensions. While we strive for error-free delivery, you acknowledge that: (a) we do not control Third-Party Materials; (b) they may be updated, modified, or discontinued, potentially affecting the Services; and (c) some may require licenses or incur fees, which you are responsible for. We will inform you of any such requirements, and their terms will apply if you add or use additional Third-Party Materials.

6.13 – Acceptable Use Policy

This Acceptable Use Policy (“AUP”) applies to all services provided by us. It outlines acceptable conduct and prohibited actions to protect our Services, employees, clients, vendors, and authorized users. You are responsible for your use of the Services and for ensuring that your Client Representative, Authorized Users, and End-Users (“Users”) comply with this AUP. The Services are for legitimate business purposes only, and you shall not use them for illegal, offensive, or abusive activities that disrupt the Services or expose us to liability.

Prohibited activities include, but are not limited to:

  • Hacking, phishing, spamming, identity theft, and malware distribution.
  • Unauthorized access, monitoring, collection, or use of data, systems, or networks.
  • Transmitting, distributing, or storing illegal, fraudulent, or infringing information.
  • Infringing on the intellectual property rights of us, another User, or any other person or entity.
  • Violating the privacy or publicity rights of another User or any other person or entity.
  • Harassment or distribution of inappropriate, offensive, or threatening content.
  • Promoting or engaging in illegal activities or conduct that violates applicable laws or regulations.
  • Failing to comply with HIPAA (Health Insurance Portability and Accountability Act) or PCI-DSS (Payment Card Industry Data Security Standard) standards when handling sensitive information or payment data.
  • Using deceptive language or making unsubstantiated claims regarding our Services.
  • Interfering with the operation of the Services or harming our reputation.
  • Installing or distributing viruses, worms, bugs, Trojan horses, or other malicious code.
  • Engaging in excessive resource usage that negatively impacts other users.

You and your Users must comply with all applicable laws, including data protection and privacy laws. If we believe you or your Users have violated this AUP, we may suspend your Services without notice, terminate your agreement, block any violating traffic, and take other actions permitted by law. We may also charge you our standard rates and legal fees for any violations. If you become aware of any violations, notify us immediately at [email protected].

7. Intellectual Property Rights and Ownership

7.1 – Intellectual Property Rights of Client Content

You represent and warrant that you either own all rights to the Client Content provided to us or have obtained all necessary permissions and licenses for its use in connection with the Services.

7.2 – Assignment of Rights Upon Completion of Services

Upon completion of the Services and full payment of all fees and expenses due, rights will be assigned as follows: (a) You will own the reproduction rights to the Final Deliverables (the versions you have approved and accepted), but only to the extent that we have the authority to assign those rights. (b) You’ll own the rights to any Client Content you provided, unless they are owned by someone else. (c) We retain all rights to Preliminary Works, including, but not limited to, proofs, concepts, sketches, drafts, visual presentations, software, source code, and other preliminary designs or documents developed by us. This includes any materials, whether or not shown or delivered to you, that do not form part of the Final Deliverables. (d) Any Third-Party Materials utilized in the Services shall remain the property of their respective owners.

7.3 – License to Use Client Content

You grant us a non-exclusive, worldwide, fully paid-up, royalty-free license to use, reproduce, modify, adapt, store, and distribute your Client Content as necessary to perform the Services and fulfill our obligations under this Agreement, including but not limited to publishing on content management systems, social media posts, establishing accounts, and managing keywords.

7.4 – Promotion

We love to showcase the work we’ve done for our clients, so we reserve the right to feature our work, including your name and logo, in our portfolio, on our website, and in other promotional materials for accreditation and promotional purposes. If you’d prefer not to be featured, you can request exclusion in writing. Confidential or proprietary content will not be displayed.

8. Term and Termination

8.1 Term of Agreement

This Agreement will take effect upon (a) any request for work from us, (b) your use of our Services, (c) your use of any Deliverables we’ve created for you, or (d) your payment for a Project. It will remain in effect for all clients, Services, and Projects until terminated by either party.

8.2 Termination for Convenience

Either party may terminate this Agreement at any time by providing the other party with 30 days’ written notice.

8.3 Termination for Cause

Either party may terminate this Agreement if the other party: (a) Fails to remedy a material breach (including non-payment) within 30 days after receiving notice; (b) Files for bankruptcy or similar proceedings, or if such proceedings are initiated against the party and not dismissed within 60 days; or (c) Engages in illegal activity or violates any terms of this Agreement, including the Acceptable Use Policy.

8.4 Effect of Termination

Upon termination of this Agreement: (a) We will return any Client Content to you, (b) Your rights to use the Services will cease, (c) You must stop accessing the Services and return or delete any related materials, and (d) you will need to pay any outstanding invoices incurred up until the termination effective date immediately.

8.5 Survival of Terms After Termination

Upon termination of this Agreement, the following terms shall survive: the terms outlined in Section 9, as well as those related to payments in Section 3 and intellectual property in Section 7.

9. Remaining Legal Jargon

9.1 – Indemnification

You agree to defend, indemnify and hold harmless (including payment of reasonable attorneys’ fees) us, and our shareholders, officers, directors, employees, and agents (collectively, the “Indemnified Party”) against any and all claims, judgments, costs, damages, losses, penalties, or liabilities which occur, arise out of or resulting from, in whole or in part, any activity related to this Agreement and the Services provided herein. Your obligation to indemnify any Indemnified Party will survive the expiration or termination of this Agreement by either party for any reason.

9.2 – Warranties and Representations

We warrant that the Services will be provided in a professional manner consistent with reasonable industry standards. However, all Services are delivered on an “AS-IS” and “AS AVAILABLE” basis, with all faults. Except for the express warranties outlined in this Agreement, we make no other warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or compliance with applicable laws or regulations.

9.3 – Limitation of Liability

IN NO EVENT SHALL WE BE LIABLE FOR:

  • YOUR COST OF PROCURING SUBSTITUTE SERVICES.
  • ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES ARISING OUT OF OR RELATING TO THE DELIVERABLES OR SERVICES PROVIDED BY US, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
  • IN ALL CIRCUMSTANCES, OUR TOTAL LIABILITY UNDER THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY) SHALL NOT EXCEED THE TOTAL FEES PAID OR OWED BY YOU TO US (EXCLUDING EXPENSES) FOR THE SERVICE(S) RELATED TO THE CLAIM.
  • OUR LIMITATION OF LIABILITY SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT FOR ANY REASON.

9.4 – Relationship of the Parties

We are an independent contractor, not an employee of your company or any affiliated entity. While we provide Services under your general direction, we have sole discretion over the means, manner, and method of performance. The Services shall not be deemed ‘work for hire’ as defined under U.S. Copyright Law. This Agreement does not establish a partnership or joint venture, and neither party is authorized to bind the other except as expressly stated.

9.5 – Third-Party Vendors, Suppliers, and Service Providers

We may engage third-party vendors, suppliers, or other service providers (collectively, “Vendors”) as independent contractors to support the Services. We remain responsible for their compliance with this Agreement. While we will use our best efforts to guard against loss due to their non-performance, we are not liable for their failures. If you select your own Vendors, other than those recommended by us, we are not responsible for any loss, quality, price, performance, or delivery issues.

9.6 – Governing Law, Venue, and Dispute Resolution

This Agreement shall be governed by and enforced in accordance with the laws of the United States and the state of Florida, without regard to conflict of law provisions. The parties consent to the exclusive jurisdiction of the local, state, and federal courts in Panama City, Florida, United States of America and waive any venue defenses. Service of process may be made by mail.

In the event of a dispute arising from this Agreement, the parties agree to attempt to resolve it through negotiation. If unresolved, either party may initiate mediation or binding arbitration through the American Arbitration Association or a mutually agreed forum. The prevailing party in arbitration or litigation is entitled to recover attorneys’ fees and costs.

9.7 – Confidential Information

Each party agrees to keep confidential and not disclose any proprietary or confidential information of the other, except as permitted by this Agreement. Confidential information includes, but is not limited to, customer lists, business strategies, and proprietary data. This obligation extends to any third-party information shared in compliance with applicable restrictions and continues after the Agreement ends. Confidential information does not include information that is public, independently developed, or lawfully obtained from a third party.

9.8 – Modifications

We may update these terms from time to time. Updates will be posted on our website, and for significant changes, we will notify you via email. Continued use of our Services after the date of notification or posting signifies your acceptance of the updated terms. It is your responsibility to review the terms periodically.

9.9 – Headings and Interpretation

Section headings are for convenience and reference only and shall not affect the scope, meaning, intent, or interpretation of this Agreement’s provisions. The terms “including”, “such as”, and similar expressions shall be construed as non-exhaustive examples and shall not limit the items that follow.

9.10 – Notices, Waivers, and Assignment

Any notice, consent or approval required or permitted under this Agreement shall be submitted in writing via email or Service Desk/Support Ticket. No waiver of any breach or default of any term or condition of this Agreement shall be considered a waiver of any preceding or subsequent breach or default. You may not transfer or assign this Agreement to any other party without our prior written consent.

9.11 – Force Majeure

We shall not be deemed to be in default of the Agreement, be liable or to have breached any of its provisions, as a result of a delay, failure in performance, or interruption in the Services which result, either directly or indirectly, from any circumstances beyond our reasonable control including acts of god, acts of civil or military authority, civil disturbance, war, strikes, fire, laws, regulations, governmental acts, third-party network unavailability, and/or failure of telecommunication facilities.

9.12 – Severability

If any provision of this Agreement is deemed invalid, unlawful, void, or unenforceable by a court of competent jurisdiction, that provision shall be severable and shall not affect the validity or enforceability of the remaining provisions.

9.13 – Entire Agreement

This Agreement constitutes the complete understanding between the parties regarding the subject matter herein, sets forth the exclusive terms and conditions, and supersedes all prior written and oral agreements, as well as previous communications regarding the Services provided. It includes these Terms of Service, any Work Order or Proposal, and any Invoices provided by us.

In the event of a conflict among the documents, the order of precedence will be: 1) the Work Order or Proposal, 2) the Invoice, and 3) these Terms of Service.