Artistik Design Studio agrees to design and implement a project for the Client in accordance with the specifications and terms and conditions, including compensation and expenses, set forth in document. Client agrees to pay any sales tax, use tax, or similar tax, if any, on all services and products provided hereunder.
After the installation of any Work Product on the Site, Artistik Design Studio may request Client, in writing or verbally, to perform acceptance tests with respect to such Work Product.
If Client determines that the Work Product does not conform to the specifications or standards required under this Agreement, Client shall notify Artistik Design Studio, specifying in reasonable detail the respects in which the Work Product is deficient.
The absence of notification of defects by Client, within ten (10) business days from a written notice from Artistik Design Studio shall signify Client’s acceptance of the Work Product. Within five (5) days (or such time as it¡¯s agreed in writing by the parties) following receipt of any notice of deficiency, Artistik Design Studio shall, at no additional cost to Client, take all steps necessary to correct such deficiencies.
All copyrightable aspects of the web site created or supplied by Artistik Design Studio shall be deemed a Work for Hire pursuant to the Copyright Laws of the United States, and Client shall, upon payment of all compensation, be deemed the author and owner of all the Copyright thereto. Alternatively, in the event (and to the extent) that the Work Product (or any portion thereof) is found as a matter of law not to be a Work For Hire, Artistik Design Studio assigns to Client its entire right, title and interest in said Work Product, including all patents, copyrights, trade secrets and other proprietary rights. This assignment is conditioned upon full payment of the compensation under this Agreement. Nothing in this Agreement shall prevent Artistik Design Studio from designing and/or implementing Web Sites for any other person or firm.
Performance Warranty and Remedy
Artistik Design Studio warrants that all services provided hereunder will be in conformity with the specifications and will be performed consistent with generally prevailing professional or industry standards and the Web Site will function with properly configured web browsers such as Netscape 5+ and Internet Explorer 6+. Client must notify Artistik Design Studio of any deficiencies in Artistik Design Studio services in writing and within 30 days of performance to receive warranty remedies for such deficiencies.
Client’s sole and exclusive remedy for breach of said warranty shall be the re-implementation of Artistik Design Studio services.
Warranty of Title and Indemnity
Artistik Design Studio warrants that the Work Product created or supplied by Artistik Design Studio will not infringe the intellectual property rights of any third party. Artistik Design Studio agrees to indemnify and hold Client harmless from any costs, expenses (including reasonable attorney’s fees) or liability arising from any claim that the design services or Work Product provided by Artistik Design Studio infringe the intellectual property rights of any third party.
Client warrants that all text, graphics, photos, designs, trademarks or other materials provided by Client to Artistik Design Studio for the design of said Web Site are owned or licensed to Client for use therein, and may be used lawfully on the Internet. Client will indemnify and hold Artistik Design Studio harmless from any costs, expenses (including reasonable attorney’s fees) or liability arising from any claim that such materials infringe the intellectual property rights of any third party or constitute an unlawful or illegal use or violate the rights of any third party.
Artistik Design Studio and the client must work together to complete the website in a timely manner. We agree to work expeditiously to complete the website on the due date. If the client does not provide complete text and graphics content for all web pages before the expected completion date of this project, the entire amount of the contract becomes due and payable.
This Agreement may be terminated on written notice by either party for material breach of this Agreement provided the terminating party has given the breaching party at least 14 days written notice of and the opportunity to cure such breach. Termination for breach does not constitute a waiver of any other rights or remedies the non-breaching party may have for breach of this Agreement
The contract can be terminated by Client on a written notice. In the event of such termination, ½ of the cost estimate shall be non-refundable. In addition, Artistik Design Studio must be reimbursed for any additional hours spent beyond ½ of the project cost estimate, at $90/hr.
Monthly Support Termination
The monthly support contract will be automatically renewed until terminated by the customer. The contract can be terminated by Client via a written notice prior to start of the month. Artistik Design Studio will not issue any partial credit for the month during which the termination is requested.
Disclaimer and Limitation of Liability
With the exception of the express warranties in this Agreement, Artistik Design Studio does not make ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, and ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Artistik Design Studio maximum liability to Client for any and all losses, claims, damages or liability of any kind (including but not limited to contract or tort) with respect to the services provided by Artistik Design Studio and any act or omission of Artistik Design Studio shall be limited to the amount paid by Client to Artistik Design Studio under this Agreement. In no event will Artistik Design Studio be liable for any indirect, incidental or consequential damages, even if Artistik Design Studio has been advised of the possibility of such damages.
Modifications of the Agreement
Modifications of the Agreement must be written, except that the invoices may include, and the Client shall pay, fees or expenses that were orally authorized by the Client in order to progress promptly with the work.
Artistik Design Studio is an independent contractor, and neither Artistik Design Studio nor Artistik Design Studio staff shall be deemed employees of Client.
No waiver of any breach of any provision of this Agreement will constitute a waiver of any prior, concurrent or subsequent breach of this Agreement. If any provision of the Agreement is or becomes illegal or otherwise unenforceable, such provision will not invalidate the other provisions hereof; provided however, that if Artistik Design Studio determines that any such unenforceable provision is essential, it may terminate this Agreement.
This Agreement is governed by the laws of the State of Arizona. The parties agree that the courts (state and federal) located in Arizona, will have exclusive jurisdiction to determine the validity, construction and performance of this Agreement and the legal relations between the parties.
This Agreement constitutes the entire Agreement between Artistik Design Studio and Client, and supersedes all prior agreements, proposals, representations, or other communications, relative to the subject matter hereof. Paragraph headings are included for convenience and are not to be used to interpret this Agreement.