This terms and conditions agreement (“Agreement”) is between Integrant Services, LLC, a Nebraska limited liability company (“Integrant Services”) and the Customer (“Customer”), regarding certain website design, creation, hosting, and/or maintenance services Customer wishes for Integrant Services to provide for Customer’s business. The parties agree as follows:
1. Project Services. Integrant Services will provide the project services (“Project Services”) as described in the Statement of Work (“SOW”) attached as Exhibit A to this Agreement and incorporated herein. Any changes to the SOW (“Amendment”) will be made in a signed writing, will be subject to an additional fee, and will be governed by the terms of this Agreement. Any additional Project Services will either be performed by a subsequent Amendment (or if the Project Service fee is under $100 will be agreed upon via email), will be subject to an additional fee, and will be governed by the terms of this Agreement. Integrant Services does not provide content creation or copywriting services, and does not provide legal advice regarding privacy policies or compliance with laws or regulations. Services will only include maintenance services or custom page layouts if they are expressly provided in the SOW, an Amendment, or another agreement between the parties.
2. Ongoing Services. Integrant Services may provide ongoing services for Customer such as maintenance, hosting, or domain name registrar services (“Ongoing Services”). As stated above, Ongoing Services will only be provided if they are expressly agreed upon by the parties in the SOW or in an Amendment.
3. Customers Duties. Customer understands that Customer holds essential information that Integrant Services needs to provide effective services to Customer, including, but not limited to, Customer’s goals and intended outcomes for the project. Customer is responsible for communicating such information or materials to Integrant Services as agreed in the deadlines in Exhibit A. Customer acknowledges and agrees that Customer must provide materials, feedback, and other information necessary to move forward on the services to be provided under this Agreement. If Customer misses a milestone or is unresponsive, a new extended timeline will need to be set; these results are the responsibility of the Customer. If Customer is unresponsive for more than twenty-one (21) days, the project is deemed Cancelled by the Customer per the terms of Paragraph 6 and Customer forfeits the rights to any deliverables. Customer understands that any abusive or inappropriate conduct is a material breach of this Agreement. Design projects include the initial concept and three revisions; additional revisions are subject to Integrant Services’ hourly rate. Customer understands they are solely responsible for compliance with the terms and conditions of third party contracts (such as email marketing company terms and condition agreements) and privacy laws (such as CAN-SPAM and GDPR).
Communication: Customer agrees to send official communication to Integrant Services regarding a Project or any Ongoing Services to [email protected] or to submit through the support form made available to customers. Communication to any other email or through any other channel (such as social media messaging tools) may not be received or addressed in a timely manner.
4. Project Services Payments. Customer agrees to pay Integrant Services the fees for Project Services as specified in the SOW (Exhibit A) and in any Amendments to the SOW. Integrant Services will invoice Customer and Customer agrees to pay any invoices within seven (7) days. Invoices may be paid by PayPal, credit card, or another method mutually agreed upon by the parties. Deposits hold a place in Integrant Services’ schedule for projects in lieu of taking other customers and are therefore non-refundable. Overdue amounts, including bounced payments or chargebacks, will be assessed a late payment charge at a monthly rate of 1.5% or the maximum provided by law, whichever is less. Customer understands that if a payment is late or declined for any reason, no work will be performed until the non-payment is rectified. Integrant Services will have the right to recover expenses including collection costs and reasonable attorney’s fees incurred in the collection of overdue amounts.
5. Ongoing Services Payments. Hosting Services and Maintenance Services are month-to-month, but Customer may choose to be billed monthly, quarterly, semi-annually, or annually. Domain Name Registrar Services are annual, billed the month before renewal. Customer agrees to pay Integrant Services the fees for Ongoing Services as specified in the Service Agreements. Integrant Services will invoice Customer and Customer agrees to pay any invoices within seven (7) days.
Customer may choose to be invoiced or pay via Direct Billing (credit card or ACH withdraw automatically on the same day each month) for Ongoing Services. If Customer chooses Direct Billing, Customer expressly consents to the automatic credit card charge or ACH withdraw each month. Ongoing Service payments are Net 7-Day with reminders at 14 and 21 days. Late fees may be assessed if the invoice is seven (7) days past due. If Customer is 30-Days past-due on a Hosting Services payment, the site will be suspended. If Customer is 30-Days past-due on a Maintenance Services payment, site maintenance will be suspended. If Customer is 30-Days past-due on a Domain Name Registrar Payment, the site is suspended and the domain name may be lost.Overdue amounts, including bounced payments or chargebacks, will be assessed a late payment charge at a monthly rate of 1.5% or the maximum provided by law, whichever is less. Customer understands that if a payment is late or declined for any reason, no work will be performed until the non-payment is rectified. Integrant Services will have the right to recover expenses including collection costs and reasonable attorney’s fees incurred in the collection of overdue amounts.
6. Project Cancellation. If Customer cancels a project before Final Completion (as described below), work already completed but not yet invoiced will be billed in a final invoice at Integrant Services’ regular hourly rate. The payment for the final invoice will be due immediately upon cancellation. If Customer cancels a project before Final Completion, Customer forfeits any rights to Deliverables. If a website domain was included in the project as described in Exhibit A, Customer will notify Integrant Services within seven (7) days of their new registrar and Integrant Services will assist Customer in the transfer of the domain.
7. Cancellation or Change of Ongoing Services. Hosting Services, Maintenance Services, and Domain Name Registrar Services may be cancelled by Customer at any time. If Hosting Services are cancelled, the site will be suspended and archived after the last billing cycle; if Customer is moving to a new host, Integrant Services will work with new host to support migration. If Domain Name Registrar Services are cancelled, the domain name will be released at the end of the billing cycle and any site will be suspended and archived; if Customer is moving to a new registrar, Integrant Services will work with the new registrar to transfer the name. If Maintenance Services are changed to a new level of support, the change will take effect on the next billing cycle. If Maintenance Services are cancelled, associated plugins installed as part of the Service will be disabled and removed at the end of the billing cycle. Further support requested after the end of the billing cycle will be billed at Integrant Services’ then-effective hourly rate.
8. Expenses. Third-party expenses such as purchases of licenses of stock photography, illustrations, or fonts, will either be paid for directly by Customer or will be charged to Customer at cost, as specified in Exhibit A or in a subsequent writing. Integrant Services will invoice Customer to reimburse Integrant Services for third-party expenses, and Customer will pay any such invoices within seven (7) days of receipt.
9. Term. This Agreement will commence on date of the last signature below and will continue for the timeframe as specified in Exhibit A, until the Agreement is cancelled under paragraph 5, or until the Agreement is terminated under this paragraph, whichever is first. If either party materially breaches a material provision of this Agreement, the other party may terminate this Agreement upon five (5) days written notice unless the breach is cured within the notice period.
10. Equipment and Training. Integrant Services will furnish, at Integrant Services’ sole expense, all ordinary software, equipment, and materials used to perform the services. If Customer requires extraordinary or custom software to perform services, they will be at Customer’s expense, as specified in Exhibit A or in a subsequent writing. Integrant Services is responsible for any training, education, or development of skills needed to provide services to Customer.
11. Customer’s Intellectual Property. All pre-existing trademarks, copyrighted works, intellectual property, writings, photography, videos, illustrations, graphics, and other materials provided by Customer (“Customer Content”) is the sole property of Customer, and Customer retains all intellectual property rights over such Customer Content. Customer is solely responsible for obtaining all necessary rights and licenses over Customer Content, including content obtained from third parties. Customer grants Integrant Services a non-exclusive, non-transferable, perpetual, world-wide license to use, reproduce, publish, and modify Customer Content for the purpose of this Agreement, for the Term of this Agreement.
12. Intellectual Property Created Under this Agreement. Deliverables created under this Agreement are not “work-for-hire” as defined by U.S. Copyright Law. Integrant Services retains ownership of all intellectual property contained in any Deliverables created under this Agreement. Any draft or otherwise non-final Deliverables may not be used or displayed by Customer (including online or on social media) without the express written agreement of Integrant Services. Upon completion of the services and full payment of all fees, as described in Exhibit A and all Amendments, and full payment of all outstanding invoices (“Final Completion”), Integrant Services will grant Customer the specific license as stated in the Statement of Work or Amendment for that particular deliverable:
Standard License: an exclusive, non-transferable, non-assignable, royalty-free, perpetual, worldwide license to use and display the Deliverable as designed without alteration and only for its intended use as described in the Statement of Work or Amendments. Use for any purpose outside of those terms, must be with the express permission of Integrant Services and may include the payment of additional fees and/or additional licensing, unless otherwise agreed to in writing.
Buy-Out License: an exclusive, transferable, assignable, royalty-free, perpetual, worldwide license to use, sell, and display the Deliverable in any media now existing or hereafter devised, including in physical and digital items for resale.
Images may contain copyright management information (CMI) at the discretion of the Artist in the form of either 1) a copyright notice © and/or 2) other copyright and ownership information embedded in the metadata or elsewhere, unless otherwise agreed to by the Parties. Removing and/or altering such information is prohibited and constitutes violation of the Digital Millennium Copyright Act (DMCA) and Client will be responsible to the Artist for any penalties and awards available under that statute.The manner and method of creating any Deliverable is solely at the discretion of Integrant Services and the Client has no right to control Integrant Services’ manner and method of performance under this Agreement. Integrant Services will use best efforts to: (a) ensure that the Deliverables conform to Client’s specifications; and (b) submit all Deliverables to Client in publishable quality, on or before the applicable deadlines.
Upon full payment, Integrant Services will also transfer to Customer the physical custody of and/or access to the Deliverables as described in Exhibit A. Integrant Services will provide Deliverables in JPG, PNG or other standard format, at a resolution that Integrant Services determines will be suitable for the Deliverables as licensed. It is the Customer’s responsibility to verify that the Deliverables are suitable for use and that if the Deliverables are not deemed suitable, to notify Integrant Services within five (5) business days. Integrant Services’ sole obligation will be to replace the Deliverables at a suitable resolution for the intended use as described in the Statement of Work or Amendments but in no event will Integrant Services be liable for poor reproduction quality, delays, or consequential damages.
All rights not granted under this assignment are expressly reserved, including moral rights.
13. Recognition. Customer grants Integrant Services a non-exclusive, non-transferable, perpetual, worldwide license to display and link to Customer’s website, name, likeness, trademark(s), and identifying information, as part of its portfolio and to discuss the project in its marketing or advertising materials and in industry or professional publications, as an example of its work. Integrant Services will receive design credit on all work created under this Agreement, including a link to the https://integrantservices.com/ website, as long as the Integrant Services design(s) is(are) being used.
14. No Guarantee of Results. Specific results depend upon Customer’s own efforts, the prior history and growth of Customer’s business, and market conditions beyond Integrant Services’ control. As such, Integrant Services does not and cannot guarantee that any specific results discussed or imagined by the Customer, such as specific goals regarding business success or website traffic, will be obtained from using these services.
15. Warranties. The parties represent and warrant that they will not knowingly violate the laws or regulations of any applicable jurisdiction during the performance of services under this Agreement. The parties represent and warrant that the work and materials that they provide under this Agreement do not infringe upon the copyright, trademark, trade secret, publicity rights, or interests of any other person or property. Integrant Services expressly disclaims any liability or responsibility for the behavior, capability, up-time, or integration of third-party software, social media platforms, or the internet generally. Integrant Services expressly disclaims any responsibility for the Customer’s resultant website or business being compliant with the laws or regulations of any jurisdiction, such as The Controlling the Assault of Non-Solicited Pornography And Marketing (CAN-SPAM) Act, the California Online Privacy Protection Act (CalOPPA), or the European Union’s General Data Protection Regulation (GDPR).
16. Indemnification. The parties indemnify each other against all claims, suits, and damages arising out of breach or alleged breach of any representations, warranties, or agreements made by them, under this Agreement. Parties will notify each other in writing of any such claims or suits.
17. No Exclusivity.The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. Integrant Services will be entitled to offer and provide similar services as provided under this Agreement to others, including those in a business of the same or similar nature as Customer.
18. Relationship Between the Parties. The parties are not engaged in a partnership. Nothing in this Agreement will be construed to place the parties in a partnership or joint venture. Integrant Services is not an employee of Customer. Integrant Services has full discretion to set their own hours, to perform the balance of the work at any location, and to subcontract the work to others, as long as Integrant Services complies with the other terms of the Agreement. Integrant Services is not entitled to workers’ compensation benefits or unemployment benefits from Customer. Integrant Services agrees that it is obligated to pay federal and state income tax on any moneys earned pursuant to this Agreement or any other agreement between the parties, if any such taxes are required.
19. Force Majeure. Neither Party will liable hereunder for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is on account of causes beyond its control, including labor disputes, civil commotion, war, fires, floods, inclement weather, governmental regulations or controls, casualty, government authority, strikes, terrorism, hacker attacks, widespread internet outages, or acts of God, in which event the non-performing party will be excused from its obligations for the period of the delay and for a commercially reasonable time thereafter.
20. Confidentiality. Integrant Services considers any non-public information provided by Customer regarding the inner working of their business or future plans of their business to be confidential. Integrant Services will only reveal such information to others with Customer’s express permission, in conjunction with the purpose of the Agreement, or as required by law. Confidential information does not include information that is publicly available, that has been disclosed to a third party by Customer, or that was previously or independently derived by Integrant Services.
21. No Waiver. The terms of this Agreement cannot be waived or modified except by an express agreement in writing signed by all the parties.
22. No Assignment. No party will assign this Agreement to any other party without the other party’s written consent.
23. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous written or oral agreements between the parties with respect to the subject matter contained in this Agreement.
24. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remainder of this Agreement will not in any way be affected or impaired.
25. Waiver of Consequential Damages. No party will be liable to another party or any person, firm, corporation or other business association claiming by, through or under any theory of tort, contract, strict liability or other legal or equitable theory for lost profits, exemplary, punitive, special, incidental, indirect, or consequential damages, whether or not any party or entity has been advised of the possibility of such damages.
26. Choice of Law and Arbitration. Any controversy or claim arising out of or relating to this contract, or the breach thereof, will be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration will be governed by the laws of the State of Nebraska. Each party will, upon written request of the other party, promptly provide the other with copies of all relevant documents. There will be no other discovery allowed. The arbitration will be based on the submission of documents and there will be no in-person or oral hearing. Time is of the essence for any arbitration under this Agreement and arbitration hearings will take place within 90 days of filing and awards rendered within 120 days. Arbitrator(s) will agree to these limits prior to accepting appointment. The arbitrators will have no authority to award punitive or other damages not measured by the prevailing party’s actual damages, except as may be required by statute. The arbitrator(s) will not award consequential damages in any arbitration initiated under this section. The prevailing party will be entitled to an award of reasonable attorney fees. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.
27. Corporate Authority and Signatures. The persons executing the Agreement on behalf of the parties warrant that they are duly authorized to execute this Agreement on behalf of the parties and that in so executing this Agreement the parties are formally bound to the provisions of this Agreement. The parties agree that electronic signatures and those communicated by electronic mail or facsimile constitute valid acknowledgement of this Agreement.