These Terms & Conditions (the “Terms”) along with the Work Order(s), Proposal(s), and/or Statement(s) of Work other than those relating to hosting (each, a “Work Order”) between you or the company or organization which you represent (“you” or “Company”) and Design Extensions, LLC (“we”, “us” or “Consultant”) form an agreement between you and us, and are collectively referred to herein as the “Agreement.”
Invoicing Unless otherwise specified in the applicable Work Order: (a) invoices are due within 15 days of receipt; (b) late payments will incur interest at the rate of 18% per annum (or the highest rate permitted by applicable law if such rate is lower) calculated and applied daily based on a 365-day year; and (c) all deposits and advance payments are nonrefundable.
Assignment; License Subject to Consultant’s receipt of the fees due under the applicable Work Order: (a) Consultant assigns to Company all right, title and interest in and to the final versions of the deliverables created by Consultant for Company pursuant to the Proposal (the “Deliverables”); provided that Consultant retains all right, title and interest in and to all preliminary works and versions, and to Consultant’s preexisting, practices, designs, software, scripts, algorithms, methodologies, and implementations, and any improvements thereon not uniquely applicable to the Deliverables (the “Consultant Tools”); and (b) Consultant grants to Company a nonexclusive, worldwide, royalty-free, perpetual, sub-licensable right and license to make, modify, display, perform, reproduce, reverse engineer, copy, and otherwise take full lawful advantage of any Consultant Tools incorporated within the Deliverables.
Warranties Consultant represents and warrants that: (a) it is not party to any agreement or restricted by any order that would prohibit or disable Consultant from performing its obligations under this Agreement; and (b) it will perform its services in a workmanlike and professional manner, substantially in accordance with agreed-upon specifications, and industry standards.
Disclaimer OTHER THAN AS EXPRESSLY SET FORTH ABOVE, CONSULTANT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY.
Delays In the case of any unreasonable or persistent delays, Consultant reserves the right to pause the project and invoice for services rendered through the pause date based on Consultant’s hourly rate of $150.00 (not to exceed the total amount of the Fee). Consultant will reschedule the project when Company is ready to recommence, for a mutually convenient time; however, there may be additional fees or expenses required. A change order or new Work Order will be prepared.
Termination Either party may terminate the applicable Work Order if the other party fails to perform any material obligations; provided that, if such failure is curable, the non-breaching party must give the breaching party written notice and at least ten days to cure, and may only terminate if the breach is not cured within the cure period.
Exclusions; Limits on Liability TO THE EXTENT PERMITTED BY APPLICABLE LAW: (A) NEITHER PARTY SHALL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, WHETHER IN AN ACTION SOUNDING IN BREACH OF CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) EACH PARTY’S MAXIMUM LIABILITY FOR ANY AND ALL CLAIMS AND CAUSES OF ACTION ARISING OUT OF OR RELATING IN ANY WAY TO A WORK ORDER (INCLUDING THE SERVICES AND DELIVERABLES PROVIDED THEREUNDER) SHALL BE LIMITED TO THE AMOUNT OF FEES PAYABLE PURSUANT TO SUCH WORK ORDER.
Promotion Company understands and agrees that Consultant may, and Company grants all licenses necessary to enable to Consultant to: (a) describe its services and utilize the Deliverables in connection with promotion and marketing of its business; and (b) utilize Company’s name(s), logo(s) and trademark(s) in connection with such promotional and marketing activities, which may include, without limitation, paid (or unpaid) educational seminars, talks, speeches, and the like.
Governing Law; Jurisdiction This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to its conflict of law principles. Any dispute arising out of or relating to this Agreement shall be brought and heard in the concomitant state or federal court for the County of St. Johns, Florida; the parties hereby irrevocably consent to the jurisdiction of such courts and waive all arguments concerning venue and the convenience of the forum. The prevailing party in any such action shall be entitled to its reasonable attorney’s fees, expert’s fees and costs.
Miscellaneous This Agreement represents the entire agreement of the parties concerning the subject matter hereof, and supersedes all prior and contemporaneous agreements, representations and understandings. (For avoidance of doubt, these Terms do not apply to hosting services provided by the Company, which are subject to the Hosting Terms and Conditions available at https://designextensions.com/hosting-terms-conditions/. This Agreement may only be amended by a writing signed by both parties. If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable, the same shall be modified to the minimum extent necessary to render it enforceable, or, if incapable of such modification, shall be severed herefrom, and the remainder of the Agreement shall be enforced. Headings are for convenience only and not part of this Agreement. This Agreement is the product of negotiation between the parties and shall not be construed in favor of or against either party.