This Contract/Terms of Service (“Agreement”) is entered into between the client and MIRWINHART (Michael Irwin) for web design and marketing services. By engaging in business with the Company, the Client agrees to the following terms and conditions:
Scope of Work:
a. The Company agrees to provide web design and marketing services as agreed upon in the project proposal or scope of work document.
b. Any additional services or changes requested by the Client may incur extra charges and will be outlined in a separate agreement or change order.
Fees and Payment:
a. The Client agrees to pay the Company the agreed-upon fees as outlined in the project proposal or scope of work document.
b. Payment terms and schedule will be specified in the project proposal or invoice. Payments are due within 30 days from the date of invoice.
c. Late payments may incur a late fee of 20% or $100 per month until the outstanding balance is paid in full.
Intellectual Property:
a. The Client retains all rights, title, and interest in any pre-existing materials or content provided to the Company.
b. Upon payment in full, the Company grants the Client a non-exclusive, worldwide license to use the final deliverables for their intended purpose.
c. The Company retains the rights to use project materials, including concepts, drafts, and final deliverables, for promotional purposes, unless otherwise agreed upon in writing.
Client Responsibilities:
a. The Client agrees to provide all necessary materials, content, and access to relevant accounts required for the project in a timely manner.
b. The Client is responsible for reviewing and providing feedback on drafts, proofs, or prototypes within the specified timeframe. Delays in review or feedback may impact project timelines.
Project Timeline:
a. The Company will make reasonable efforts to complete the project within the agreed-upon timeframe. However, any delay caused by the Client, including late payments or failure to provide required materials, may result in a revised timeline.
b. The Company will not be held responsible for delays or damages caused by circumstances beyond its control, including but not limited to acts of nature, third-party services, or technological failures.
Confidentiality:
a. Both parties agree to treat all non-public information disclosed during the course of the project as confidential and shall not disclose it to any third party without prior written consent.
Limitation of Liability:
a. The Company’s liability for any claims, damages, or losses arising from its services shall be limited to the total fees paid by the Client for those services.
b. The Company will not be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with the project or services provided.
Termination:
a. Either party may terminate this Agreement with written notice if the other party fails to perform its obligations under this Agreement, subject to any applicable cure period.
b. Upon termination, the Client shall pay for all completed work and any expenses incurred up to the termination date.
Governing Law and Jurisdiction:
a. This Agreement shall be governed by and construed in accordance with the laws of The United States of America.
b. Any disputes arising from this Agreement shall be subject to the exclusive jurisdiction of the courts of The United States of America.
Entire Agreement:
This Agreement constitutes the entire understanding between the Company and the Client and supersedes any prior agreements, oral or written, relating to the subject matter herein.
By engaging the services of the Company, the Client acknowledges that they have read, understood, and agreed to the terms and conditions outlined in this Contract/Terms of Service
