This Contract for Services is made effective as of first payment date of subscription or invoice, by and between any user purchasing services (the "Recipient"), and Devils Web Design LLC of 17470 N Pacesetter Way, Scottsdale, Arizona 85255 (the "Provider").
These terms of service are deemed to form part of any agreement of service between the Provider and the Recipient.
It is agreed by and between the Recipient and the Provider as follows:
It is not necessary for any Recipient to have signed an acceptance of these terms and conditions for them to apply. If a Client submits payment then the Client will be deemed to have satisfied themselves as to the terms applying and have accepted these terms and conditions in full. If Recipient is entering into this Agreement on behalf of a company, organization or another legal entity (an “Entity”), Recipient agrees to this Agreement for that Entity and representing to Provider that Recipient has the authority to bind such Entity and its Affiliates to this Agreement, in which case the terms “Subscriber,” "Recipient”, "Client" or a related capitalized term herein shall refer to such Entity and its Affiliates. If Recipient does not have such authority, or if Recipient does not agree with this Agreement, they must not use or authorize any use of the Services. Please read these terms and conditions carefully. Any purchase or use of Devils Web Design LLC services implies that Recipient has read and accepted our terms and conditions. Our terms and conditions include documents titled "Terms of Service Subscriptions" and "Terms of Service Design" to be found on this webpage.
2. DESCRIPTION OF SERVICES.
Beginning the invoice date, Devils Web Design LLC will provide to Recipient the following services (collectively, the "Services"): Design services as described and limited to the quote sent directly to Recipient to be paid in full by invoice date.
The total cost ("Total Cost") for all Services is due in full by invoice date. Client shall pay the Total Cost to Provider as follows: Nonrefundable Deposit. The first payment is a non-refundable deposit to begin Services. At a minimum, Recipient agrees that the deposit fee fairly compensates Provider for committing to provide the Services and acquire relevant materials. Final payment must be made to Provider in order to receive final assets. If any invoice is not paid when due, interest will be added to and payable on all overdue amounts at 10 percent per year, or the maximum percentage allowed under applicable Texas laws, whichever is less and designed assets will be withheld. Recipient shall pay all costs of collection, including without limitation, reasonable attorney fees. In addition to any other right or remedy provided by law, if Recipient fails to pay for the Services when due, Devils Web Design LLC has the option to treat such failure to pay as a material breach of this Contract, and may cancel this Contract and/or seek legal remedies. If revisions, remedies, or project audits are required, Client will provide written notice and provide the party receiving such notice a minimum of 15 days to offer an amendment. Failure to do so will result in default of this Contract.
4. MATERIAL BREACH.
In addition to any other right or remedy provided by law, if Recipient fails to pay for the Services when due, Provider has the option to treat such failure to pay as a material breach of this Contract, and may cancel this Contract and/or seek legal remedies. DEFAULT. The occurrence of any of the following shall constitute a material default under this Contract: a. The failure to make a required payment when due. b. The insolvency or bankruptcy of either party. c. The subjection of any of either party's property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency. d. The failure to make available or deliver the Services in the time and manner provided for in this Contract. e. The failure to provide a clear and effective response within 2 weeks of Provider to Recipient communication or requests unless otherwise agreed upon by both parties.
5. CHANGES AND EDITS
Unless otherwise provided herein, Recipient shall pay additional charges for all changes requested by Recipient which are outside the Scope of the Services on a time and materials basis, at Providers standard hourly of $95 per hour, or in an amount separately agreed upon in writing in advance of the change. Such charges shall be in addition to all other amounts payable under this Agreement despite any maximum budget, contract price or final price identified therein. Provider may extend or modify any delivery schedule or deadline as required by such Changes. FEES AND REMUNERATION All out-of-pocket expenses such as outstation travel, stay, etc incurred by the Provider, as part of this assignment, would be borne by the Recipient. Such out of pocket expenses will be incurred by the Provider only after specific approval from the Recipient. Similarly charges for any other services including graphic design, website development, media buy, purchase of licensed images and content, etc. if applicable, will be charged extra and applied to the next billing cycle. 4. TERM. This Contract may be terminated by either party after of Service, upon days' prior written notice to the other party. An email notice by one party will suffice. 5. WORK PRODUCT OWNERSHIP. Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively the "Work Product") developed in whole or in part by Provider in connection with the Services will be the exclusive property of Recipient. Upon request, Provider will execute, within a reasonable period of time, all documents necessary to confirm or perfect the exclusive ownership of Recipient to the Work Product. Provider retains the right to reproduce the Project in any form for marketing, future publications, competitions or other promotional uses. Provider shall at no time reproduce the Project for use in commercial means or for-profit use. Recipient agrees that the Provider has the right to use Recipient feedback whether in the form of emails, submissions, surveys, comments, calls, otherwise, for the purposes of marketing or promoting the Provider's services and/or products.
Provider and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Provider, or divulge, disclose, or communicate in any manner, any information that is proprietary to Recipient. Provider and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Contract. Any oral or written waiver by Recipient of these confidentiality obligations which allows Provider to disclose Recipient's confidential information to a third party will be limited to a single occurrence tied to the specific information disclosed to the specific third party, and the confidentiality clause will continue to be in effect for all other occurrences. Upon termination of this Contract, Provider will return to Recipient all records, notes, documentation and other items that were used, created, or controlled by Provider during the term of this Contract. Platform Restrictions. Provider and its employees, agents, or representatives are not authorized to communicate or otherwise interact with the direct messages on managed account. Provider will not look to divulge any propriety information, client inquiries, or patient data information as doing so would be a violation of HIPPA and confidentiality restrictions. Provider and its employees, agents, and representatives will protect platform account security information and treat it as strictly confidential.
7. NON- SOLICITATION
Both the Client and the Agency hereby covenant that during the term of this agreement and for a period of one year following its termination or expiration, it shall not, without the previous written consent of other party, employ or contract the services of any person who was employed by the party at any time during a period of 12 months preceding the date on which the offer for employment is made to the party.
The occurrence of any of the following shall constitute a material default under this Contract: a. The failure to make a required payment when due. b. The insolvency or bankruptcy of either party. c. The subjection of any of either party's property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency. d. The failure to make available or deliver the Services in the time and manner provided for in this Contract. e. The failure to provide a clear and effective response within 2 weeks of Provider to Recipient communication or requests unless otherwise agreed upon by both parties.
9. LIMIT OF LIABILITY.
Recipient agrees that the maximum amount of damages he or she is entitled to in any claim relating to this Agreement or Services provided in this Agreement are not to exceed the Monthly Cost of Services provided by Provider. Loss of Product. In the event that any or all product(s) are lost, such as damage to or loss of a component of the product necessary for final delivery, Provider shall refund Recipient a pro-rated portion of the Total Cost based on the amount of Services that were completed/provided against the amount of Services that were agreed to be completed/provided. Indemnification. Recipient agrees to indemnify, defend and hold harmless Provider and its affiliates, employees, agents and independent contractors for any injury, property damage, liability, claim or other cause of action arising out of or related to Services and/or product(s) Provider provides to Recipient.
In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 30 days from the effective date of such notice to cure the default(s). Unless waived in writing by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Contract.
11. APPROPRIATE CONDUCT/SAFE WORKING ENVIRONMENT Project.
The Recipient(s) expressly agree(s) to take best efforts to provide Provider and Provider's staff with safe and appropriate working conditions. In the event of circumstances deemed by either Provider or a bystander to present a threat or implied threat of injury or harm to Provider staff or equipment, the Provider reserves the right to cancel all services remaining under this Agreement and leave the event. At the Provider's discretion, the Provider may enact a three-strike policy. After the first offense, the Provider will make reasonable efforts to notify the Recipient(s) or a responsible party. If the Recipient(s) is/are able to respond to the threatening situation in a reasonable amount of time (maximum of 15 minutes), Provider shall resume work in accordance with the original terms of this Agreement. If the threatening behavior occurs for a second time, the Recipient(s) will agree to remove the offending person for the remainder of the event. If the behavior occurs a third time, the Provider will immediately leave the event. If the Provider leaves the event early due to any offending behavior, the Recipient(s) expressly agree to relieve and hold Provider harmless as a result of incomplete event coverage, or for a lapse in the quality of the Provider's work, and the Recipeint(s) shall be responsible for payment in full. Non Project. The Recipient(s) expressly agree(s) to take best efforts to provide Provider and Provider's staff with a safe and appropriate professional relationship. In the event of circumstances deemed to present a threat or implied threat of injury or unprofessional, harassing language or behavior to Provider staff, Provider will make reasonable efforts to notify the Recipient(s). If the Recipient(s) is/are able to respond to the threatening situation in a reasonable amount of time, Provider shall resume work in accordance with the original terms of this Agreement. If the inappropriate behavior continues, the Recipient(s) will agree to relieve and hold Provider harmless as a result of incomplete services under this Agreement, or for a lapse in the quality of the Provider work. The Recipient(s) shall be responsible for payment in full, regardless of whether the situation is resolved or whether Provider resumes work detailed in this Agreement.
12. FORCE MAJEURE.
If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages or other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
13. DISPUTE RESOLUTION.
The parties will attempt to resolve any dispute arising out of or relating to this Agreement through friendly negotiations amongst the parties. If the matter is not resolved by negotiation within 30 days, the parties will resolve the dispute using the below Alternative Dispute Resolution (ADR) procedure. Any controversies or disputes arising out of or relating to this Agreement will be resolved by binding arbitration under the rules of the American Arbitration Association. The arbitrator's award will be final, and judgment may be entered upon it by any court having proper jurisdiction.
14. ENTIRE AGREEMENT.
This Contract contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Contract. This Contract supersedes any prior written or oral agreements between the parties.
If any provision of this Contract will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited. 16. AMENDMENT. This Contract may be modified or amended in writing by mutual agreement between the parties, if the writing is signed by the party obligated under the amendment.
15. GOVERNING LAW.
This Contract shall be construed in accordance with the laws of the State of Texas.
Any notice or communication required or permitted under this Contract shall be sufficiently given if by email, or delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.
18. WAIVER OF CONTRACTUAL RIGHT.
The failure of either party to enforce any provision of this Contract shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Contract.
19. ATTORNEY'S FEES TO PREVAILING PARTY.
In any action arising hereunder or any separate action pertaining to the validity of this Agreement, the prevailing party shall be awarded reasonable attorney's fees and costs, both in the trial court and on appeal.
20. CONSTRUCTION AND INTERPRETATION.
The rule requiring construction or interpretation against the drafter is waived. The document shall be deemed as if it were drafted by both parties in a mutual effort.
Neither party may assign or transfer this Contract without the prior written consent of the non-assigning party, which approval shall not be unreasonably withheld. This document was last updated 1st January 2018. Next review is scheduled for 1st January 2023. This document shall remain in effect if not reviewed even if the scheduled review date has passed.
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