Terms and Conditions / Assumptions & Agreement

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The following assumptions have been made regarding your project, which will affect proposal items including but not limited to: the cost estimate, deliverables, production schedule and project staffing.

• The work will be performed at the developer’s office, or other CFC DESIGNER designated developer’s office.

• No delays will be caused by unavailability of the client’s technical and functional resources to review documents, provide answers to questions, and participate in meetings, training sessions, and testing activities. If the client is unresponsive and feedback is not provided, then CFC DESIGNER has the right to terminate the project upon notice.

• The production of the website will be deemed completed upon launching the site on the Internet and making it accessible for the world to view. The final payment is due before the launch of the website project.

• “Changes to Scope of Work” Clause: The fees quoted are only “estimates” based on our assessment of the amount of time this project will take. We hold the client accountable for any additional work they may result. Client shall be responsible for making additional payments for changes necessitated by Client revisions and/or additions following Client’s approval (other than for CFC DESIGNER’s error) and will be billed additionally at the standard billable rate of $100/hour.

• In the event of your cancellation of this project, or any delay of more than one month in responding to CFC DESIGNER’s request for information or review/approval of proofs, CFC DESIGNER will have the option of terminating this agreement, and invoicing you for the greater of: (1) all work completed up to the date of written notification, including expenses, at the rate of $100 per hour or such other rate as shall be specified in this agreement; or (2) the amount of any advance deposit made for this project. Any renewal of this project after termination will require a new agreement, fee schedule and upfront deposit.”

• Termination. This Agreement may be terminated by either party upon written notice to the other, if the other party breaches any material obligation provided hereunder and the breaching party fails to cure such breach within thirty (30) days of receipt of the notice.  This Agreement may be terminated by CFC DESIGNER (i) immediately if Customer fails to pay any fees hereunder; or (ii) if Customer fails to cooperate with Company or hinders Company’s ability to perform the Services hereunder at CFC DESIGNER’s full discretion.

• Client will retain all intellectual property rights of source material (e.g. design, code, copy, photography) provided to CFC DESIGNER for use in connection with this project; however, Web content, design and other work product created by Consultant and similar products and materials will remain the property and copyright of CFC DESIGNER until all fees under this agreement have been paid in full.

• It is the client’s responsibility to verify and or sign off on the production and testing of the web site within 30 business days of CFC DESIGNER notification of completion.

• Stock Photography: if requested by client, CFC DESIGNER will provide research and assistance on stock photography to be used in designing the website or other web base and marketing applications. Cost per photo starts at $30 and up depending on size and popularity. Providing additional photos will be billed on time and material basis.

• Project Timeline: is the actual development/design time needed to complete a project. The timeline is dependent on immediate and consolidated feedback from the client on all design and development deliverables. If feedback is delayed, the project timeline may also be significantly delayed.

• CFC DESIGNER cannot guarantee or promise any placement in search engines.

• Client will provide all site content once homepage layout is approved. CFC DESIGNER will fill any page on the website with “Lorem Ipsum” to properly show the page layout until real content is established. Text will be delivered to CFC DESIGNER in MS Word, Company Logo as an .EPS or high-resolution .JPG file and pictures if any as .JPG files.

• Client acknowledges that CFC DESIGNER does not launch websites on Fridays or days before a holiday.

• Client acknowledges that CFC DESIGNER will only fix any bug related issues post launch for a period of 90 days after the official live date. If the client makes any changes to the website code or hosts on servers other than CFC DESIGNER’s approved servers that results in a website issue and/or vulnerability, CFC DESIGNER will not be made responsible to fix the bug without receiving compensation for time and materials.

• Web Design Contract Cancellation: A non-refundable deposit is due at the time of the contract signing. Cancellation of any web design project by either party will result in a refund to the client of all fees paid beyond the deposit amount, minus the amount already incurred in the development of the project by the date of cancellation. Web design cancellation refunds will be processed and delivered within 15-30 business days of the cancellation date.

• If CFC DESIGNER ceases operations, files for bankruptcy protection, is the subject of the appointment of a receiver, or for any other reason, ceases to control CFC DESIGNER before the work on this contract is complete, all related work product shall be immediately delivered to Client and the contract shall be cancelled forthwith, without further recourse or payment.

• In the event CFC DESIGNER wishes to subcontract any of the work related to this Agreement, Client must be notified of the subcontract before work on it begins and must approve of the subcontractor, and the subcontractor must agree to be bound by the terms of this Agreement as fully as the CFC DESIGNER.

• Indemnity: Customer shall indemnify and hold harmless CFC DESIGNER (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) incurred by CFC DESIGNER as a result of any claim, judgment, or adjudication against CFC DESIGNER related to or arising from CFC DESIGNERs work.

• Customer and CFC DESIGNER agree to make a good-faith effort to resolve any disagreement arising out of, or in connection with, this Agreement through negotiation. Should the parties fail to resolve any such disagreement within ten (10) days, any controversy or claim arising out of or relating to this Agreement, including, without limitation, the interpretation or breach thereof, shall be submitted by either party to arbitration in Suffolk County, New York and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted by one arbitrator, who shall be (a) selected in the sole discretion of the American Arbitration Association administrator and (b) a licensed attorney with at least ten (10) years experience in the practice of law and at least five (5) years experience in the negotiation of technology contracts or litigation of technology disputes. The arbitrator shall have the power to enter any award that could be entered by a judge of the state courts of New York sitting without a jury, and only such power, except that the arbitrator shall not have the power to award punitive damages, treble damages, or any other damages which are not compensatory, even if permitted under the laws of the State of New York or any other applicable law. The arbitrator must issue his or her resolution of any dispute within thirty (30) days of the date the dispute is submitted for arbitration. The written decision of the arbitrator shall be final and binding and enforceable in any court having jurisdiction over the parties and the subject matter of the arbitration. Notwithstanding the foregoing, this Section shall not preclude either party from seeking temporary, provisional, or injunctive relief from any court.

• Read and Understood: Each Party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms and conditions.

• Duly Authorized Representative: If this Agreement is executed then each Party warrants that their representative whose signature appears on such signature pages is the duly authorized by all necessary and appropriate corporate actions to execute this Agreement.

 

The Term “Confidential Information” Means:

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• all information disclosed by Client to CFC DESIGNER in oral, written, graphic, recorded, photographic, machine-readable, or any other form related to or in connection with the website, including, without limitation, business plans, financial statements, trade secrets, customer information, existing or potential transactions with third parties, intellectual property rights, products, research and development, operations, website function, marketing, sales, pricing and trade know-how whether or not such information is marked or labeled “Confidential” or “Proprietary”; and

• all information disclosed by Client to CFC DESIGNER in oral, written, graphic, recorded, photographic, machine-readable, or any other form related to or in connection with any actual, potential, or proposed arrangement, relationship, business opportunity, or transaction between Client and any third party whether or not such information is marked or labeled “Confidential” or “Proprietary.

 

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Confidential Information will be kept strictly confidential by CFC DESIGNER. In no event will CFC DESIGNER use the Confidential Information of Client for any purpose other than maintaining the website. No other rights, including, without limitation, licenses, trademarks, inventions, copyrights, patents, or any other intellectual property rights are implied or granted under this Agreement or by the conveyance of Confidential Information between the Parties.  This Section shall survive the termination of this Agreement.

Each Party agrees that the term “Confidential Information” does not include information that:

 

• has been or becomes published or is now or is in the future in the public domain through no action of CFC DESIGNER;

• prior to disclosure under this Agreement, is within the legitimate possession of CFC DESIGNER, as evidenced by competent written proof;

• was or becomes available to CFC DESIGNER on a non-confidential basis from a third party not otherwise known to CFC DESIGNER to be prohibited from transmitting the information to CFC DESIGNER;

• is independently developed or acquired by CFC DESIGNER without use of or recourse to the Confidential Information;

• is disclosed with the prior written approval of Client; or

• is transmitted to CFC DESIGNER after Client has received written notice from CFC DESIGNER that it does not desire to receive further Confidential Information or that it is terminating this Agreement.