TERMS OF SERVICE
By requesting services as provided by PurpleTree Graphics, you are bound by the following published provisions, unless where other written contractual provisions by the Designer supersede*:
PurpleTree Graphics, hereafter also noted as ‘Designer’, is an Independent Contractor for the design of print, brand, or web design and development work as described by written proposal. The Designer will perform their services to the best of their ability, within the project scope as provided, and work shall take place in Sacramento, California. The Designer may use employees, third-party services, and / or consultants to complete the project as prescribed, and will oversee all work to confirm the standard of acceptance and completeness.
The basis for design service fees is $65.00 per hour, plus project components, and completion within a limited number of working days.
A General Description and Scope of Work will be provided to generally define the project. Any work requested outside of the description or scope of work will be considered additional and handled as a separate project.
Conditions of Service:
The Designer assumes that the Client has read and agreed to the following conditions, and understands the Project Scope and Limitations of the Project, along with their responsibilities, prior to commencement. Completion of the work may require the Client’s input and/or content, and the Client agrees to provide such on a timely basis so as not to slow, delay, or halt the project. If the project is delayed or halted due to the Client’s inaction, the amount due for the work completed to date shall become due and payable immediately.
Information to be provided by the Client:
The Client shall furnish to the Designer in writing, all information that is required to produce the completed work, including but not limited to: written and /or edited copy, content and layout requirements, logos, artwork, clips, images or photos to be considered; printing and file requirements, dimensions, number of pages, type of layout, theme, printing colors, paper stock, size of print run, colors, fonts, design examples, existing websites, sections and features of previous work, etc. The content / information will be provided to the Designer no later than 24 hours after the request.
The Client will supply the written copy in its’ completed, final version for the work. The Designer shall reserve the right to edit the copy for accuracy, grammar, acceptability and fit.
The Client will be responsible for all copy and content, and responsible for proof-reading, verifying, validating and correcting all information prior to printing, publishing, or uploading to a website. Time and costs for changes shall be paid by the Client.
The Client may provide artwork and images for the work within the following standards:
Images for Print Work must be a minimum of 300 dpi and of the correct size. Digital photos must be clear quality, hi-resolution, 400 x 300 minimum size; 300 dpi minimum, and thumb-nails must meet standards for use.
Images for Web Work must be a minimum of 72 dpi and of the correct size.
Digital photos must be clear quality, hi-resolution, 400 x 300 minimum size; 300 dpi minimum, and thumb-nails must meet standards for use. Hi-resolution images must be twice (2x) the required size.
The Designer may provide a limited number of licensed purchased graphics for a project. All images are purchased as single-license for the finished work provided and are not transferable to the Client for additional use without purchasing additional licenses for such use. Purchased single-license graphics are additional to the project fee and billed at cost.
The Client represents and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to the Designer for inclusion in the Clients’ project are owned by the Client, or that the Client has permission, rights, or license from the rightful owner to use each element. The Client will hold harmless, protect and defend the Designer, it’s employees, sub-contractors and consultants from any claim or suit arising from the use of any elements furnished by the Client. Attorney’s fees or other fees arising from such claim shall be paid by the Client.
Digital photography is additional (optional service) to the design fees and billed separately. All Digital photography fees are based on required time for set-up and preparation, number of items, location and travel fees, rentals, props, model costs, shoot time, photo adjustments and cataloging. Rights and photo files may be purchased at additional cost. A written estimate of photography fees may be requested prior to commencement.
Requests for changes, edits, revisions, concepts, or additions to the work outside of the project description and scope, or after project commencement or completion, will be billed at the standard hourly rate, or assessed as a new project and provided with a fee estimate prior to commencement of any additional work. Additional work may incur an additional deposit. Printing is additional to all design services.
Additional Consultation(s) and travel fees are subject to billing. Travel fees are charged $1.00 / mile outside of the Sacramento County area.
Domain & Hosting Services:
The Client may authorize the Designer to procure and access on their behalf, a standard registered (available) Domain Name as selected by the parties, and internet hosting services to be paid by the Client. E-commerce Clients are required to purchase an SSL certificate. The Client shall place a valid credit card on account with the internet host to cover the cost of purchased domain names, hosting fees, email services, and renewals. The Client authorizes the Designer as administrator of the hosting service for the purpose of troubleshooting, obtaining support, correcting errors, or requesting updates. The Designer has no access to the Client’s credit card account information.
The Designer is in no way responsible or liable for maintaining the Client’s domain and hosting account. Failure to provide payment for domain, hosting and SSL certificate renewals may cause the site to go offline, and the temporary or permanent loss of domain name(s) and website. The Designer shall not be liable for any Client action or in-action which causes the site to fail in any way, including failure to provide payment for domains, hosting or renewal services, application fees, or support services.
A web application or completed website is to be installed on the Client’s web account on a web hosting server. The Client hereby authorizes the Designer the right to access this account, and to provide the Designer with “write permission” for the Client’s webpage directory, cgi-bin directory, and any other directories or programs which need to be accessed for this project. Web hosts must be a Linux / Unix system server for standard CGI software.
From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. The Client agrees that they are solely responsible for complying with such laws, taxes and tariffs, and will hold harmless, protect, and defend the Designer, its’ employees, consultants and sub-contractors, from any claim, suit, penalty, tax or tariff arising from the Client’s exercise of Internet electronic commerce.
The e-commerce section of the website shall be limited in scope to a number of items and /or combination of items or services installed for sale. The Designer will install the first 10 sale items (or as otherwise stated in the Scope of Work), and may provide written and /or oral instructions for the Client’s use of the content management system. The Designer will allow limited hours of remote (by phone, email, internet) support at no additional cost within the first 30 days of publishing the website.
The Client shall provide all information and payment for third-party services necessary for the implementation of an e-commerce website. This includes merchant services, payment gateways and connection modules. Additional coding fees and costs may apply for installation. Services and costs incurred by third parties, are outside of and additional to the stated design fees. The Designer has no liability in connection, workings, or performance of third-party services, nor how the services are provided such as via internet. Changes in service or other action that require changes to the services or products provided by the Designer will billed at the standard hourly fee.
Annual subscriptions for extensions, plugins or applications shall be paid by the Client. The Client shall be responsible for the timely payment of any recurring fees in connection with the website and e-commerce applications.
Content Management System (CMS):
The Designer uses client-enabled content management systems (CMS) platform to allow for ease of content additions, edits, future upgrades and application updates. The Designer is not responsible, nor liable for the Clients’ ability to learn, master, use, apply, or remember the CMS system. The Designer will allow limited free remote (by phone, email, internet) support within the first 30 days of publishing the website. Customer support after that time will be billed by the hour at the stated hourly fee.
The Designer is in no way liable for the working, repair, content, maintenance, updates or back-ups of the website after project completion unless specifically provided by maintenance service subscription and/or payment for such support service. The Designer, shall not be liable for Client’s own attempts to provide or apply such services on their own, nor for any third-party, including hosting providers. Site corrections, fixes or re-builds will be billed at the stated hourly fee.
Web Maintenance & Update Services:
Web Maintenance services are necessary for the continuous functionality and longevity of the site, and is required for retaining the Designer’s ongoing support. Maintenance Services include and are limited to: updates and security patches to the main theme files, applications, and plug-ins in real time as they become available, link fixes originally installed by the Designer, monthly back-ups after updates are installed and saved to an outside server, web browser compatibility fixes, and 24/7 security monitoring. Maintenance Services do not include revisions to the content of site, SEO services, or site fixes due to Client or third-party interactions, or the hosting service provider.
Monthly Maintenance services are invoiced at the beginning of the service period and are due upon receipt. Any disruption or non-payment of services over a 30 day period may cause the cancellation of further maintenance, updates and back-up services. The Designer will not be liable for any service disruption, broken, downed, or missing sites, nor for any perceived or real damages, or loss of business or income due to the Client’s refusal, inability, or forgetfulness to pay for maintenance services in a timely manner.
Maintenance Service fees are based on the type of website, and subject to change.
The Client will be billed for the paid renewals of any web applications, extensions, or ‘plug-ins’ required for proper function, plus any additional support services and /or developer fees necessary for the upkeep and maintenance of the Client’s website as designed.
Invoicing & Payments:
A limited number of projects are accepted per calendar schedule. Project deposits are non-refundable and non-transferable. All Invoices are due and payable upon receipt. Projects may be temporarily or permanently suspended for late or non-payment. A finance charge of 1.5% per month (18% annual) shall be applied to unpaid balances commencing within 30 days after date of the invoice. Checks shall be payable on the date written. Returned checks will be charged a $50 service fee, plus bank fees, and any additional charges up to three times the amount of the check per California state law.
Websites may be placed on a temporary viewing site until final payment is received. Website access may be with-held, suspended or terminated, and the website blocked or removed from the internet for non-payment.
The Designer uses SQUARE invoicing, and the Client may pay their invoices online with a Visa, Mastercard, American Express or Discover Card, or by Debit Cards with Visa or Mastercard logos. The Designer is not liable for acceptance of credit card payments by SQUARE, and has no access to any credit card information used in the SQUARE payment gateway system.
Retention of Rights:
Copyright to the finished, assembled work of web site, produced and designed by Designer, is assigned to the Client upon payment of Contract amount in full, plus any additional fees accrued. The Designer shall retain the rights to the design, individual photos and graphics, separate art and files used in combination for the assembled work, and the original source code, theme license, application licenses, program files, and custom coding used to create the work. Rights to photos, purchased graphics or templates, source code, work-up files, CGI and other computer programs are specifically Not transferred to the Client, and remain the property of their respective owners.
The Client shall not grant, sell, or otherwise distribute the work by the Designer to any third party. Such lien shall be valid whether or not such material was in use by the Client at the time of distribution. The Designer shall not grant, sell or otherwise distribute the work as provided and compensated in full by the Client, to any third party, with exception that the Designer shall have use of the completed work for self-promotion, education and inspiration purposes.
Client Duties & Responsibilities:
The Client is an integral part of the project, and is responsible for providing, verifying and proof-reading all content for their projects, and for providing any necessary corrections in a timely manner. The Client is responsible for contacting the Designer, by phone or e-mail, in any case for questions or service disputes, and must allow up to 30 days for the disputed issue to be corrected, unless determined by the Designer to be either a Client or third-party deficiency, or otherwise outside of the Designer’s control.
The Client recognizes that there are limitations to the work due to project budget, materials, applications, programs, software, CMS, or allotted project time available to the Designer; and understands that the completed project may not meet or contain all of the features, functions, use, or requirements desired by the Client.
The Designer shall not be liable for damages, delays or additional expenses resulting from failure of the Client to provide requested or required information, content, copy, artwork, or services as scheduled; or due to requested and/or repeated revisions, changes or additions to the project scope, or non-payment; nor for computer, mechanical, technical malfunction, nor for any such action or event beyond the immediate control of the Designer.
The Designer shall not be held liable for the Clients’ failure to detect errors or omissions in the work, nor for the cost of corrective work.
The Designer shall be limited in liability to the amount of the Design Service fees. Consultants and/or third party fees, domain names, hosting services, SSL certificates, purchased applications, modules, plugins, images and graphics, printing, materials, and other incidental hard costs are excluded and not subject to reimbursement.
The Client shall indemnify and hold harmless PurpleTree Graphics, the Designer, its’ employees, sub-contractors and / or consultants, from any and all liability and claims of third parties, including but not limited to the costs of Attorney’s fees, to the fullest extent as allowed by law.
The Designer shall not be liable for any services, products or policies practiced by the Client or any third-party. The Designer shall in no way be held responsible nor liable for the actions, services or production of materials by individuals or third-parties that are outside of the Designer’s immediate control.
The Designer does not warrant that the website, nor the applications, features and functions contained in the site will meet the Client’s requirements, or that the operation of the website, applications, extensions, and plugins will be uninterrupted or error-free. The entire risk as to the quality and performance of the website as designed is with the Client. In no event will the Designer be liable to the Client or any third party, for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of, or inability to operate the web-pages, website or web application(s), even if the Designer has been advised of the possibility of such damages.
Right of Refusal:
The Designer reserves the right to refuse, suspend or terminate services to any person or party at any time, for any reason that, as determined by the Designer, may affect the Designer’s ability to provide services in a professional manner. The Designer shall have the right to refuse artwork, photography, copy or other content which is deemed unacceptable, immoral, incorrect, or otherwise in bad taste.
Termination & Abandonment:
This agreement may be terminated by either party within (3) three working days after original signature by written notice, at no cost to either party. The Client may terminate this agreement upon (7) seven days written notice with payment in full of any outstanding and applicable fees. Upon termination the Designer shall provide the Client with an invoice of applicable fees which shall be due and payable upon receipt. Mail may be sent to:
1125 Los Robles Blvd.
Sacramento, CA 95838
The Designer reserves the right to terminate services for any breach of this agreement, including any action, or inaction, by the Client or client’s agent(s), which interferes with the Designer’s ability to perform services, and/or complete the project as stated within the Scope of Work. If design services are terminated or abandoned prior to the Designer’s completion, the amount due shall be based upon the point of completion and any additional service hours or materials provided to the date of termination, with an additional $50 cancellation fee.
Abandonment shall be defined as 30 days or more of non-communication by the Client. The Client shall not be entitled to the design, materials, or use of any portion thereof, without payment of the Contract amount in full. If the Client wishes to reinstate an abandoned or terminated project, there will be an additional $50 reinstatement fee required prior to commencement of any work.
All questions in dispute arising under or related to this agreement, in excess of small claims court jurisdiction shall be subject to arbitration in accordance with the then current provisions of the arbitration procedure of the American Arbitration Association. No arbitration arising out of or relating to this agreement shall include, by consolidation, joinder, or in any other manner, any additional person not a party to this agreement. Notice of a demand for arbitration shall be filed in writing with the other party to this agreement and with the American Arbitration Association. The demand shall be made within a reasonable time after the claim, dispute or other matter in question has arisen. In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or matter in question would be barred by the applicable statute of limitations.
The Arbitration paragraph shall survive completion of and termination of the Contract.
This Agreement is effective immediately and is not subject to conditions precedent, including any condition regarding financing or any other event. The Client represents that adequate financing has been arranged to pay for the work requested under this contract. Nothing in this agreement, whether expressed or implied, is intended to confer any rights or remedies under or by reason of this Contract, on any persons other than the parties to it and their respective successors and assigns. This agreement shall be construed in accordance with and governed by the laws of the State of California and shall be performed at Sacramento, California.
In case a provision of this agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforce-ability of the remaining provisions shall not be affected.
This agreement may not be amended or modified unless such amendment, modification or additional work requested by the Client is made in writing and signed by both the Client and Designer and attached to this Contract for Services. Such amendment, modification or request for additional work shall be binding on the Client, unless objected to in writing, within (7) seven days after written confirmation of acceptance by the Designer.
The Client shall not assign, sublet or transfer an interest in this agreement without prior written consent by the Designer.
This agreement has been revised: 8/07/2016
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