This proposal is based on initial high-level conversations with you, the client. It is understood by all parties that the scope of this project may change or be further refined after this project commences. Any modifications or revisions not contained within the scope of this proposal may be provided by Sharpdots at designated hourly rates depending on service type.
WHAT WE PROMISE YOU:
1. Performance of Services.We will perform the services as described in the sections above.
2. Original Work, Securing Rights to Content.We promise that, except for anything that you gave us to incorporate into the design(s): (a) our work will be original and will not be copied in whole or in part from any other work; (b) we own the rights that we are giving you under this Agreement, or we have secured such rights to any third-party content incorporated into our final design(s); and (c) our work does not violate the patent, copyright, trade secret or other property right of any person, firm or entity.The customized WordPress theme will make use of premium plugins, which will be fully licensed at the time of project completion. Should these third party vendors modify their licensing agreements or choose to charge for future upgrades, those licenses will be the client’s responsibility to maintain.
3. Business Hours, Response Times, and Communication Methods.Our normal business hours are from 8:30 AM to 5 PM PST Monday through Friday. We will provide a dedicated email address for your project to streamline communications through our project management software. Likewise, communications to you will be sent from this platform.
4. Conflicts.We promise that this Agreement does not conflict with any other contract, agreement or understanding to which we are a party.
5. Support Services/Warranty Period.The deliverables in this agreement are provided “as-is” with no guarantee that the work will be error free, therefore we cannot be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages.During the first 30 days following expiration of this Agreement (“Warranty Period”), if needed, we will provide up to 2 hours of Support Services at no additional cost to you. Additional time shall be billed at our regular hourly rate in effect upon the date of the request for additional support. “Support Services” means commercially reasonable technical support and assistance to maintain and update the Deliverables, including correcting any errors or deficiencies, but shall not include the development of enhancements to the Project or other services outside the scope of the Proposal.
WHAT YOU PROMISE US:
6. Pay Us For Our Work.You promise to pay us as outlined in the Schedule of Fees. Invoices will be issued based on payments defined in each project segment. Payment will be made using check or credit card. If you ask us to use any third-party content (such as stock photos) in the design(s), you promise to pay us the actual cost of licensing that third-party content for use in the design(s). You agree that until you pay us in full, you will not acquire the rights or license to use or transfer ownership of any design(s) that we create for you under this Agreement.
7. Late Fees.If any Fee or reimbursement payment is not provided to us within 30 days after the due date, you promise to pay us late fees of 1.5% per month.
8. You Have Rights To The Client Content.You promise that: (a) You own the rights to use anything you give us (“Client Content”); and (b) using such Client Content does not violate the patent, copyright, trade secret or other property right of any person, firm or entity. You grant us a nonexclusive, nontransferable license to use, reproduce, modify, display and publish the Client Content solely in connection with our work for you under this Agreement and our limited promotional uses as allowed by this Agreement. You also affirm and represent that this Agreement does not conflict with any other contract, agreement or understanding to which you are a party.
9. You are Responsible for Legality of Final Design.You agree that you will be solely responsible to make sure that the design(s) we create for you will be available for use in commerce and protected under trademark law, and that the design(s) do not violate any other laws for any reason. If for some reason the use of design(s) violates intellectual property or other law, you agree not to hold us responsible in any way, and that the illegality of use will not entitle you to a refund of the compensation you paid us.
10. You Will Provide Timely Communication and Feedback.You agree that we cannot proceed with the project unless you give us timely communication and/or feedback and approvals. You agree to provide timely feedback so that we can understand your concerns, objections or corrections to the site. We agree to listen to your feedback and make changes to the site in response to your feedback. Failure to provide timely feedback may affect project deadlines.If you fail to provide “substantive” communication and/or feedback for 90 days or more, we may send you notice of our intent to terminate the Agreement, and if after 10 days you still have not provided substantive communication, we have the right to consider this Agreement terminated. “Substantive” communication and/or feedback means adequately answering any essential questions we may have and providing us with reasonably sufficient information to allow us to continue work. It does not include communications such as simple statements that you remain interested in continuing with the project, or requests that we continue work, without actually providing us the necessary information to continue work.
11. Approval of Final Design(s).You promise not to unreasonably withhold acceptance of the final design(s). Once you approve and accept the final design(s), you agree not to hold us responsible for any typographical or other errors that may remain, and we are not responsible at that time for fixing such errors, but we may do so at our sole discretion.
WE BOTH PROMISE:
12. Confidentiality.We both acknowledge that in connection with this Agreement we may receive certain confidential or proprietary technical and business information and materials of the other party. We both agree to hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform obligations under the Agreement.
WHAT RIGHTS EACH OF US WILL HAVE:
13. Ownership Rights Before You Pay Us In Full.You understand and agree that until you pay us in full, we own full rights to each and every original design we create for you under this Agreement. If you do not pay us in full, you agree that we can complete, exhibit, use and sell the design(s) at our sole and absolute discretion. You also agree that we own all of the concepts created before you select the final design(s).
14. Ownership Rights After You Pay Us In Full.We understand and agree that after you pay us in full, you will own rights (as defined in this Agreement) to the final design(s) that you approve and we create for you. Additionally, we agree that we will cooperate with you and execute any additional documents reasonably requested by you to evidence such assignment of rights. You understand and agree that we own all of the concepts/preliminary designs created before you select the final design(s), except for elements in those concepts that are incorporated into the final design(s) that we deliver to you. You will receive rights for the final design(s) only. You agree that we will retain the right to use the final design(s) and all preliminary designs in design competitions, publications on design, educational purposes and in marketing my design business.
15. We May List You as Client and Publish Photos of Process.You agree that as soon as work commences, we have the right to list you as a current client in our marketing materials, and after the project is finished, we may list you as an ongoing or former client. We also may publish photographs of our process of working on the project, including but not limited to channels on the web and social media, so long as doing so does not violate the confidentiality terms of this Agreement.
16. Right to Make Changes After Final Approval.We agree that after you pay us in full, you may make any changes or additions to the site that we create for you under this Agreement, which you, in your discretion, may consider necessary, and you may engage others to make any such changes or additions without further payments to us. You agree that any such changes or additions may compromise the original integrity of the work and will not be covered by any warranty.You understand that if you make significant modifications to the work, and the work malfunctions in any way, this may require several hours to fix. You agree that you will not hold us responsible in any way for any consequences of such malfunction. We will not be required to fix the changed work, but if you request such services of us, we may perform such services at our regular hourly rate at the time of the request.
17. Work Stoppage for Late Payments or Failure to PayIf you fail to make any Fee or expense payment within 30 days after the due date, we have the right to fully cease or delay any and all work under this Agreement. This may result in delays to any project deadlines, for which we are not responsible.
18. Use of Subcontractors.We have the right to use third party designers or other service providers as subcontractors in connection with providing any services to you. If we choose to engage such subcontractors, we maintain full responsibility for the quality of the final work, as well as for such subcontractors’ compliance with the terms and conditions of this Agreement.
MISCELLANEOUS TERMS
19. Entire Agreement.This Agreement constitutes the complete and exclusive agreement between you and us concerning the work on this project, and it supersedes all other prior agreements, proposals, and representations, whether stated orally or in writing.
20. Modifying this Agreement.We can modify this Agreement by writing, including via email, if in such writing we both clearly indicate that our intent is to modify this Agreement.
21. We Are An Independent Contractor.You agree that we are an independent contractor and not your employee. Although you will provide general direction to us, we will determine, in our sole discretion, the manner and ways in which we will create the design(s) for you. The work that we create for you under this Agreement will not be deemed a “work-for-hire”, as that term is defined under U.S. Copyright Law. Whatever rights we grant you are contained in this Agreement.
22. Limited Liability.UNLESS A RESULT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE LIABILITY OF EITHER PARTY TO THE OTHER FOR ANY TYPE OF DAMAGES IS LIMITED TO THE AMOUNT OF TOTAL FEESUNDER THIS AGREEMENT. WE DISCLAIM ALL LIABILITY FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES.
23. Severability.Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.
24. Handling of Disputes.This Agreement will be governed by the laws of California. In the event of a dispute arising out of this Agreement, we both agree to attempt to resolve any dispute by negotiation in good faith. However, if we are unable to resolve any dispute by negotiation, either of us may commence alternative dispute resolution or may sue in court, including small claims court, in California.We both agree to waive any objection to personal jurisdiction or venue, and any right to a trial before jury, in any proceeding in these courts. The prevailing party in any dispute agrees to pay all costs and expenses, including but not limited to, reasonable attorney fees and court costs, for the collection and/or enforcement of any obligation under this Agreement, whether or not a lawsuit or arbitration is commenced.