PARTIES. You are doing business with SITEPIPER.com, a dba of The Power Point, LLC (AGENCY) and you (CLIENT) agree to the entirety of the Terms and Conditions set forth here.
ENTIRE AGREEMENT. This Agreement contains the entire agreement between the Parties (AGENCY & CLIENT) with respect to the subject matter of this Agreement, and it supersedes all other prior and contemporary agreements, understandings, and commitments between the Parties with respect to the subject matter of this Agreement.
AGENY. SITEPIPER.com is a dba of The Power Point, LLC (AGENCY) and is 100% owned by a 100% total and permanently disabled veteran.
CLIENT. Client is agreeable to providing extraordinary disability accommodations to AGENCY by awarding protected non-competitive bids and/or marginal, ad hoc, and sheltered contract opportunities.
MODIFICATION OF AGREEMENT. No alteration, amendment, or modification of the terms of this Agreement shall be valid or effective unless in writing and signed by both Parties.
NO OBLIGATION. CLIENT shall have no obligation to exhibit, use, promote or publish any media created by AGENCY.
AGENCY. CLIENT represents and warrants that it has the full power and authority to enter into this Agreement.
INDEMNIFICATION. AGENCY shall be held indemnified and blameless, free of penalty due to delays caused by a state of war, riot, civil disorder, fire, labor trouble or strike accidents, energy failure, equipment breakdown, delays in shipment by suppliers or carriers, action of government or civil authority, and acts of Nature or other causes beyond the control of the CLIENT or the AGENCY. Where production schedules are not adhered to by the CLIENT, final delivery date or dates will be adjusted accordingly. Each party hereto (the “indemnifying party”) agrees to, at all times, defend, indemnify and hold the other party hereto (the “indemnified party”), its parent AGENCY, their affiliates, subsidiaries, franchisees, licensees and the officers, directors, agents and employees of each, harmless from and against any and all third party claims and suits and associated damages, losses, liabilities, obligations, fines, penalties, actual costs and expenses (whether based on tort, breach of contract, product liability, patent, trademark or copyright infringement, or otherwise), (collectively, “losses”), arising out of or based on any failure by the indemnifying party to perform any of the representations or warranties specified in this agreement. In seeking indemnification under this agreement, the indemnified party shall promptly give written notice to the indemnifying party when it becomes aware of a threatened or actual claim or suit and upon receipt of such written notice, the indemnifying party will promptly assume and diligently conduct the entire defense of any suit or action, or the making of any claim as to which indemnity may be sought hereunder, including settlements and appeals, at the indemnifying party’s sole cost and expense, and the indemnifying party shall pay and discharge any and all settlement amounts, judgments, or decrees which may be rendered. the indemnified party will reasonably assist the indemnifying party (at no expense to the indemnified party) in the defense and/or settlement of such claim. Without releasing any obligation, liability, or undertaking of the indemnifying party, the indemnified party insofar as its interests are affected, may, at its sole election, participate in any actions described hereunder using counsel of its own choosing at its own cost.
LIMITATION OF LIABILITY. CLIENT agrees that it shall not hold AGENCY or his/her agents, contractors or employees liable for any incidental or consequential damages which arise from AGENCY’s failure to perform any aspect of the Project in a timely manner, regardless of whether such failure was caused by intentional or negligent acts or omissions of AGENCY or a third party. Furthermore, AGENCY disclaims all implied warranties, including the warranty of merchantability and fitness for a particular use. AGENCY and CLIENT shall ALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR USE, OR COST OF COVER INCURRED BY either party ARISING OUT OF THIS AGREEMENT.
DISCLAIMERS. AGENCY, its employees, interns, contractors, nor its affiliates make any representations or warranties, express or implied. AGENCY expressly disclaims any and all other representations and warranties, express or implied, regarding the products and services contemplated by THIS Agreement, including without limitation any implied warranty of merchantability, implied warranty of fitness for a particular purpose, or implied warranties arising from course of dealing or course of performance.
SINGLE POINT OF CONTACT AND DECISION. The CLIENT shall assign one “principle” to communicate CLIENT’s interests as specified on page one of this agreement. In the event that the assigned principle is unavailable, CLIENT shall assign a “proxy” whose decisions are final and equal in executive power related to considerations and choices involved in the services defined in this contract.
NOTICES. Any notices required or permitted to be given hereunder by either Party to the other shall be given by email to: email@example.com and the CLIENT’s email’s point of contact will be the one used to purchase services unless otherwise indicated formally by email.
CONFIDENTIAL INFORMATION. AGENCY acknowledges and agrees that certain marketing information or other sensitive business information which is supplied by CLIENT to AGENCY could be considered confidential information. Such information is to be designated CONFIDENTIAL by CLIENT in writing/email with specific reference to the particular Information. In general, information shall not be considered confidential if it is already publicly known or information is to be broadcast publicly. A separate MUTUAL NON-DISCLOSURE/NON-CIRCUMVENT/NON-COMPETE agreement may be signed between PARTIES if warranted.
PROGRESS REPORTS & PROJECT MANAGEMENT. AGENCY shall contact or meet with CLIENT on a mutually acceptable schedule. This schedule shall be input in the project’s project management google.doc spreadsheet. AGENCY shall report all tasks completed via said spreadsheet. Either party shall inform one another promptly by email upon discovery of any event or problem that may significantly delay the development of the work including changes affecting milestones, benchmarks, deadlines, payment schedules, royalties, and/or commissions.
DESCRIPTION OF MATERIALS & ACTIONS TO BE PROVIDED BY CLIENT – CLIENT shall accept GOOGLE SHEET project management spreadsheet tool invitation to share the said document. CLIENT is responsible for approving production schedule at least 30 days prior to production. CLIENT shall deliver original vector graphic source files such as fla, swf, ai, tiff, psd and eps formats when asked. CLIENT shall edit and approve the final copy of text for projects, events, descriptions, 3rd party services costs, cost over-runs, communications, video, and services in a timely manner. CLIENT will add AGENCY to additional insured on CLIENT’s insurances for on-site event, film and/or photography production. CLIENT shall pay AGENCY in a timely manner. Past due fees are subject to a 20% monthly interest penalty on the owed amount.
TESTING & ACCEPTANCE PROCEDURES. AGENCY will make every good faith effort to test all deliverables thoroughly and make all necessary corrections as a result of such testing prior to handing over the deliverables to CLIENT. CLIENT shall provide honest and timely feedback. When CLIENT approves project element an email signifying acceptance or details suggesting corrections shall be sent to the AGENCY. Approval for publishing by the CLIENT for any element shall be communicated to AGENCY via email with the subject line: “the title of project element and version – Approved”. This will constitute the formal approval process for task and project deliverables.
ERRORS AND OMISSIONS. It is the CLIENT’S responsibility to check proofs carefully for accuracy in all respects, to include spelling, grammar, and factual accuracy. The AGENCY is not liable for errors or omissions. Your signature or timely email approval or that of an authorized representative is required on all media proofs or programming features prior to release for publishing or other implementations. Approval signifies CLIENT has performed their due diligence in catching errors or omissions.
REVISIONS & ALTERATIONS. New work requested by CLIENT and performed by AGENCY after a contract has been approved is considered a revision or alteration. If the job changes to an extent that substantially alters the specifications described in the original contract, AGENCY will submit an invoice to CLIENT, and a revised additional fee must be agreed to by both parties before further work proceeds. Author’s alterations and other copy changes requested after layouts or mechanical are completed are billed at standard hourly rates of $60/hour. The number of authorized revisions organic to this contract will be specified in this agreement. Any additional revisions will be subject to the terms listed above.
RIGHT OF ALTERATIONS. Any electronic alteration of the original media (color shift, mirroring, flopping, combination cut and paste, deletion, additions) creating additional media is prohibited without the express permission of AGENCY prior to the completion of this contract is not permitted. AGENCY will be given first opportunity to make any alterations required. Unauthorized design alterations shall constitute additional use and will be billed accordingly. All custom software code written for this project cannot be modified, altered, or distributed by any means or by any organization without written consent from AGENCY or responsible third party. Any modifications to the code must be approved through written authorization by AGENCY or responsible third party. All custom software written for the project is copyrighted by AGENCY who owns in whole the rights to the software code, documentation, & function.
NATURE OF COPY. CLIENT agrees to exercise due diligence in its direction to AGENCY regarding the preparation of materials and must be able to substantiate all claims and presentations of originality and ownership. CLIENT is responsible for all trademark, service mark, copyright, and patent infringement clearances. CLIENT is also responsible for arranging, prior to publication, any necessary legal clearance of materials AGENCY prepares, processes or produces.
RIGHTS TO MEDIA. AGENCY represents and warrants that (i) it holds all rights material to this agreement, including, but not limited to, synchronization rights, ephemeral recording rights, and rights to perform and reproduce, and to have others perform and reproduce, the Video Content; (ii) the execution of this agreement and the performance of its obligations and duties here under, do not and will not violate any agreement to which it is a party or by which it is otherwise bound; and (iii) the encoding, storage, transmission, distribution, and performance of the Audiovisual Recordings by CLIENT, and all copying contemplated by this agreement or necessary to effectuate these activities, and CLIENT’s exercise of any other rights granted by AGENCY herein, will not violate or infringe any right of privacy, personality or publicity, any intellectual property right, or any other right of any third party, or result in any tort, injury, damage or harm to any third party; and (iv) AGENCY will be solely responsible for the acquisition but payment of any and all third party clearances, permissions and licenses which are necessary in connection with CLIENT’s exercise of any license granted in this Agreement, including, without limitation, with respect to the use of any copyrighted or trademarked materials and the use of any names, likenesses or biographical materials. CLIENT is responsible for the payment of any and all applicable guild fees and for any and all residuals, payments, fees or royalties, if any, payable under any collective bargaining agreement or otherwise. CLIENT expressly agrees that it will hold AGENCY harmless for all liability caused by CLIENT’s use of AGENCY’s media to the extent such use infringes on the rights of others. CLIENT is responsible for payment of any stock photography or art used. WordPress Templates, Plugins, and Widgets used will be purchased by CLIENT. AGENCY is responsible for all contracts and releases for model talent, extras and background figures.
RESERVATION OF RIGHTS. The License is non-exclusive, and AGENCY reserves the right to make any use of the Video Content, or to license any rights with respect to the Video Content to any third party. The Video Content shall remain the sole and exclusive property of AGENCY and AGENCY shall retain all right, title, and interest, including without limitation any rights under United States or foreign copyright laws, in the Video Content. Excepted is the removal of the CLIENT commercial, which shall be retained in all distributed copies.
RIGHTS OF OWNERSHIP. Once media has been delivered by us and is fully paid for by CLIENT, AGENCY will assign the reproduction rights of the design for the use(s) described in the proposal as well unforeseen future applications. We reserve the right to photograph and/or distribute or publish for firms promotional and marketing needs any work we create for you, including mock-ups and comprehensive presentations, as samples for our portfolio, firm newsletter, brochures, slide presentations and similar media.
ADVERTISING & PROMOTIONS. CLIENT shall have the right to use the name, biography, photograph or likeness of any artist or performer and recorded voice and music appearing in the Video Content at no additional cost for information purposes and for advertising, promotion, and publicity in connection with the License.
USE OF THIRD PARTY STOCK PHOTOGRAPHY, FONTS OR TEMPLATES. CLIENT assumes responsibility for payment to third parties for any approved media purchases. AGENCY will not be held responsible for any suits, damages, legal actions surrounding the use of third party media in collateral material developed for CLIENT. Media may include b-roll, stock photography, fonts, templates, audio, third-party purchasable code, etc.
RIGHTS TRANSFERRED. All design elements belonging to CLIENT prior to this contract remain the property of CLIENT.
VIDEO LICENSE. 1.1 License Grant. AGENCY grants to CLIENT a worldwide, non-exclusive, royalty-free license (the “License”): (a) to reproduce, digitize, publicly perform, display publicly and reproduce on its own servers, in whole or in part, and in multiple bit rates and formats, the Video Content, released by AGENCY and delivered to CLIENT by AGENCY pursuant to Section 2, over the Internet through websites owned and/or controlled by CLIENT (the “Websites”). Such Video Content will be made available to the public through the Websites on an on-demand basis and/or a playlist established by CLIENT, in its sole discretion. AGENCY grants to CLIENT all necessary reproduction rights to effectuate the intent of this Agreement. (b) to use, copy, encode, store, archive, distribute, transmit, render into an audible format, publicly display and publicly display AGENCY brand features: (1) in connection with the presentation of the Video Content on the Websites; and (2) in connection with the marketing and promotion of the Websites. (c) “Internet” means the worldwide collection of computers, networks, infrastructure, connections and devices, whether now known or later developed, that can access, connect to, communicate with, or transfer data to, from, through or by way of the worldwide collection of networks (including without limitation telephone, wireless, and third party networks) that is commonly referred to as the “Internet.”
ISP. Access to Internet will be provided by a separate Internet Access Service Provider (IASP) to be contracted by CLIENT independently. AGENCY is not party to that arrangement and neither subject to any liability associated with the function or neither quality internet access nor any other issue associated with the IASP.
WHP. Websites produced by AGENCY will be hosted by a separate WEBSITE HOSTING PROVIDER (WHP) to be contracted by CLIENT independently. SITEPIPER exclusively uses WPENGINE.com and is an affiliate of WPENGINE.com. SITEPIPER derives a $200 flat fee commission from WPENGINE.com and discloses this fact here, verbally and within contracts with CLIENT, per FTC guidelines for disclosure of affiliate relationships. AGENCY is not subject to any liability associated with the function nor quality with the IASP.
FRAUD PROTECTION. The fraud protection services will be provided by a separate Fraud Protection Provider (FPP) to be contracted by CLIENT independently. Service provider is not party to that arrangement and not subject to any liability related to the function or quality of securing, processing, verifying and authenticating of sensitive, private, financial information via the internet nor stored on any server or computer nor any other issue associated with the CLIENT information or the clients of the CLIENT.
PROPERTY AND SUPPLIER’S PERFORMANCE. AGENCY is not responsible for the actions, inactions nor behavior of guests, interns, third party suppliers nor subcontractors.
LIEN. All materials or property belonging to the CLIENT, as well as work performed, may be retained as security until all just claims against the CLIENT are satisfied.
CONDITIONS OF PAYMENT OR CANCELLATION
PAYMENT SCHEDULE. Each milestone is payable upon the CLIENT’s acceptance of the deliverables. All invoices are due upon receipt. The grant of any license or right of copyright is conditioned on receipt of full payment.
DEFAULT IN PAYMENT. CLIENT shall assume responsibility for all collection of legal fees necessitated by default in payment.
CANCELLATION OF CONTRACT BEFORE COMPLETION. In the event of cancellation of this assignment by CLIENT, all payments made by CLIENT’s will not be refunded and a cancellation fee of $2000.00 will be made to AGENCY 30 days from cancellation date. Due to cancellation, ownership of all original artwork created for this project shall be retained by AGENCY unless otherwise specified. Cancellation of the contract is to be made in writing sent via email.
DISPUTE RESOLUTION. Any disputes in excess of $500 arising out of this Agreement shall be submitted to binding arbitration before the Joint Ethics Committee in the state of North Carolina or a mutually agreed upon arbitrator pursuant to the rules of the American Arbitration Association in the state of North Carolina. The Arbitrator’s award shall be final, and judgment may be entered in any court having jurisdiction thereof. CLIENT shall pay all arbitration and court costs, reasonable attorney’s fees, and legal interest on any award of judgment in favor of AGENCY.
OUT-OF-POCKET EXPENSES. Fees for professional services do not include outside purchases such as, but not limited to, printing, photography equipment rentals, color printouts, laminating, illustrations, separations, databases, mailing lists, premium plugins, G-SUITE, eNewsletter subscription service fees, hosting fees, SLL certificates, GEOIP fees, fonts, shipping and handling or courier service. Expenses are itemized on each invoice. Expenses are subject to sales tax laws unless 1) You are nonprofit organization, or 2) the work is for resale and you have submitted a resale certificate to AGENCY. If consultant or supervisory services are required in out-of-town locations, we will bill lodgings, meals, and transportation at cost. Reimbursement for mileage is calculated at current allowable rates.
OVERTIME. The estimate is based on a reasonable time schedule and may be revised to take into consideration your “Priority Scheduling” requests requiring overtime and weekends. Knowledge of your deadlines is essential to provide an accurate estimate. In addition, outside suppliers such as service bureaus charge a 100% to 200% markup on overtime
OVERRUNS AND UNDER RUNS. The CLIENT will accept overruns or under runs that do not exceed 10% of the quantity ordered on all jobs. The AGENCY will bill for actual quantity delivered within this tolerance. If the CLIENT requires a guaranteed quantity, the percentage of tolerance must be stated at the time of quotation.
PLACEMENT OF ADVERTISING & DIRECT MAILINGS. At your request, we will purchase media space and direct marketing services on your behalf through our media division. You will be billed at the lowest negotiated rate plus a standard 10% AGENCY commission on printing, shipping, database, mail merging, and mailing services.
ACCEPTANCE OF TERMS. The signature of both parties or the exchange of consideration (payment) shall evidence the acceptance of the above terms and conditions for the CLIENT.