Down payment, email approval or e-signature to Evolt Creative Service Provider Contract constitutes agreement to Project Proposal Scope of Work, payment terms and Evolt Creative Service Provider Contract outlined below.
SERVICE PROVIDER CONTRACT
Purpose of Agreement. The purpose of this agreement is to establish mutually satisfactory terms and conditions, hereafter referred to as “Contract” for services to be performed by Evolt Creative LLC., hereafter referred to as “Service Provider” and Client, hereafter referred to as "Client" related to web and software design and development services.
Services. It is understood and agreed that the services provided by Service Provider include web and software design and development and may include advice and recommendations but all decisions in connection with the implementation of such advice and recommendations shall be the responsibility of and made by Client. Service Provider will provide the development services identified in the Project Proposal and Service Provider will provide these services in a professional manner.
Project Proposal. The Client will be provided a Project Proposal outlining the scope of work and costs associated to deliver the project. Down payment, email approval, or e-signature to Service Provider contract constitutes agreement to Project Proposal and Service Provider Contract including payment terms.
Change Request. A "Change Request" is any request for work or revision outside the Project Proposal scope. If such a request is made, the Service Provider will notify the Client that it is a Change Request or request beyond the scope of work / project proposal. If the Client still wants to proceed with the Change Request, the Client will submit costs and gain approval from Client. Email and electronic signatures constitute binding approval. The Service Provider may also extend its delivery schedule.
Acceptance. Down payment, email approval, or electronic signature constitutes acceptance of the agreement or change requests.
Contractors. During the Term, the Service Provider may engage Contractors to provide services. The Service Provider shall provide the necessary equipment to perform the Services. If the Service Provider has obtained employees or Contractors, the Service Provider shall be solely responsible for all costs associated.
Payment Terms. 20% due down at initiation of project, 30% due at mid point and remaining due at project completion.
Payment of Invoices. Invoices are due within ten (10) days of the date of receipt of invoice. Without limiting its rights or remedies, Service Provider shall have the right to halt or terminate entirely its services if payment is not received (i) on undisputed invoiced amounts that remain unpaid thirty (30) days after the due date, and (ii) on disputed invoiced amounts that remain unpaid sixty (60) days after the due date.
Third Party Fees. It is agreed Client is responsible to timely and continually pay any recurring hosting fees and any other third party fees required to maintain the website or software.
Termination. This engagement shall terminate on the completion of Service Provider’s services hereunder or failure by Client to make payment for service.
Ownership. Except as provided below, upon full and final payment to Service Provider hereunder, the tangible items specified as deliverables or work product in the Project Proposal to which these terms are attached (the “Deliverables”) will become the property of Client. To the extent that any Service Provider technology is contained in any of the Deliverables, Service Provider hereby grants Client, upon full and final payment to Service Provider hereunder, a royalty-free, fully paid-up, worldwide, non-exclusive license to use such Service Provider technology in connection with the Deliverables.
Ownership of Service Provider Property. To the extent that Service Provider utilizes any of its property (including, without limitation, the Service Provider technology or any hardware or software of Service Provider) in connection with the performance of services hereunder, such property shall remain the property of Service Provider and Client shall acquire no right or interest in such property. Notwithstanding anything herein to the contrary, the parties acknowledge and agree that (a) Service Provider will own all right, title, and interest, including, without limitation, all rights under all copyright, patent and other intellectual property laws, in and to the Service Provider technology and (b) Service Provider may employ, modify, disclose, and otherwise exploit the Service Provider technology (including, without limitation, providing services or creating programming or materials for other clients). Service Provider does not agree to any terms that may be construed as precluding or limiting in any way its right to (a) provide consulting or other services of any kind or nature whatsoever to any person or entity as Service Provider in its sole discretion deems appropriate.
Browser Support. Web or software development will be accessible on recent versions of common browsers at the time of development. Development and support needs for current or future outdated browsers should be specifically outlined in the Project Proposal.
Use of Web Page. Client shall only use its web site or web page created by Service Provider for lawful purposes only. Client shall not post or ask Service Provider to post or transmit any material which violates or infringes upon the rights of others or is unlawful, threatening, abusive, defamatory, invasive of public or private rights, vulgar, obscene or otherwise objectionable or which encourages conduct that would constitute a criminal offense, give rise to a civil liability or violate any other law.
Intellectual Property. Client holds the responsibility to ensure proper use of intellectual property on Client’s website or software and ensuring media or content used in website or software does not infringe on any intellectual property including patent, trademark or copyright.
Limitation on Damages. Client agrees that Service Provider and its personnel or contractors shall not be liable to Client for any claims, liabilities or expenses relating to this engagement for an aggregate amount in excess of the fees paid by Client to Service Provider for work performed pursuant to this engagement, and Client and its personnel or contractors shall not be liable for any claims, liabilities, or expenses relating to this engagement for an aggregate amount in excess of the amounts paid or payable by Client to Service Provider for work performed pursuant to this engagement. In no event shall Client or Service Provider or their respective personnel or contractors be liable for consequential, special, indirect, incidental, punitive or exemplary loss, damage or expense relating to this engagement.
Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, INCLUDING BODILY INJURY, DEATH, LOSS OF REVENUE, OR PROFITS OR OTHER BENEFITS, AND CLAIMS BY ANY THIRD PARTY, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, AND OTHER TORTS.
Cooperation. Client shall cooperate with Service Provider in the performance by Service Provider of its services hereunder, including, without limitation, providing Service Provider with timely access to data, information and personnel of Client. Client shall be responsible for the performance of its employees and agents and for the accuracy and completeness of all data and information provided to Service Provider for purposes of the performance by Service Provider of its services hereunder.
Force Majeure. Service Provider shall not be liable for any delays resulting from circumstances or causes beyond its reasonable control, including, without limitation, fire or other casualty, act of God, strike or labor dispute, war or other violence, or any law, order or requirement of any governmental agency or authority.
Survival. The provisions of this contract hereof shall survive the expiration or termination of this engagement.
Assignment. Except as provided below, neither party may assign, transfer or delegate any of the rights or obligations hereunder without the prior written consent of the other party. Service Provider may assign or subcontract its rights and obligations hereunder to any contractor or affiliate of Service Provider, without the consent of Client.
Entire Agreement. This Contract and the Project Proposal constitutes the entire agreement between Service Provider and Client with respect to the subject matter hereof and supersedes all other oral and written representations, understandings or agreements relating to the subject matter hereof.
Indemnification. Owner is solely responsible for any liability arising out of or related to the Web Site. Owner agrees to indemnify and hold Service Provider harmless from and against any and all liabilities, losses, damages, costs, and expenses associated with any claim or action arising out of or related to the Client’s Web Site.
Governing Law and Severability. These terms, and the proposal or contract to which these terms are appended, including the exhibits, shall be governed by, and construed in accordance with, the laws of the State of Arkansas (without giving effect to the choice of law principles thereof). If any provision of these terms is found by a court of competent jurisdiction to be unenforceable, such provision shall not affect the other provisions, but such unenforceable provision shall be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent permissible the intent of the parties set forth herein.