Terms of Agreement

Last updated May 12, 2022
You / Your: A duly authorized representative of your company / organization.

1. Proprietary, Trade Secret and Confidential

UX Studio, LLC considers this agreement to be proprietary, trade secret and confidential. The information in this proposal is submitted for use by you and its designees with the express understanding that it will be held in strict confidence and will not be disclosed, duplicated or used, in whole or in part, for any purpose other than completing the work outlined above. The release, use or distribution of this proposal could subject UX Studio, LLC to harm and the loss of competitive advantage.

UX Studio, LLC shall be entitled to notification of any request for disclosure and UX Studio, LLC reserves the right to take any and all action necessary and appropriate to protect the information from release and maintain its confidentiality.

2. Services Excluded

Unless previously agreed to in writing or included in the agreement, this proposal does not include any of the following:

  • Custom images or artwork
  • Support fees, and/or e-commerce fees related to credit card processing, shopping cart purchase or rental, SSL certificates, domain name registration and / or services provided by any third party

Any such items extend beyond the scope of this agreement and will be quoted individually.

3. Additional Charges

You are responsible for license fees for any third party images, programs, scripts, themes, plugins and/or extensions. You can purchase these items directly from third party vendors or (with your approval) we can license them for you and bill you the cost plus a ten percent (+10%) management fee.

Refer to the page titled “Licenses” in your proposal for more details.

4. Copyright and Trademark

You represent to us and unconditionally guarantee that any elements of text, graphics, photos, designs, trademarks or other artwork that you furnish to us for inclusion in your website are owned by you, or that you have permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend from any claim or suit arising from the use of such elements.

All graphics, photos and text provided by UX Studio, LLC are your property and may not be used in any media outside the single website without your permission.

We guarantee that we have received the proper rights and/or licenses for any text, graphics, photos, designs, trademarks or other artwork to be used on your website. Use of third party graphical elements may require a statement at the bottom of your web page acknowledging the source of the graphical element. It is agreed by both parties that such statement shall remain on your website so long as the graphical element remains on your website.

All graphics, photos, text, and other brand assets used in the design and development of your website will not be shared with third parties unless given permission by an authorized representative of your company.

Under no circumstances shall these elements be used in any other media or marketing outside of your website, unless you receive direct authorization from the required third party. It is your responsibility to make sure that required source acknowledgements are placed with appropriate elements.

Copyright to the finished assembled artwork of individual website pages produced and designed by us is owned by you. This ownership is to include rights to the design and photos or graphics supplied by us, source code, and computer programs specifically designed for the website. Upon full and final payment of this contract, will be assigned copyright you to use on a single website the design, graphics and text contained in the finished, assembled work.

You agree to the placement of a small link at the bottom of the home page of your website advising visitors that the site is maintained by UX Studio, LLC. The link shall go to the our website home page, or another page of our choosing advising visitors of our services. The link shall stay in place while changes made by us remain in use. We reserve the right to change this link at any time.

5. Term and Termination of WebCare

You agree that any selected WebCare support and maintenance package constitutes a twelve (12) month subscription. The subscription activates with initial payment and terminates one (1) year later; however, the subscription will remain in effect for as long as you renew it. Termination of your accounts and/or services shall not release you from any of the following:

  • Obligations, duties or liabilities that have been incurred prior to such termination
  • Obligations to pay any sums due to us pursuant to this agreement
  • Obligations, duties or liabilities which, from the context hereof or the nature thereof, are intended to survive such termination

You agree that the subscription will automatically renew every one (1) year with the same level of WebCare support and maintenance until such time that you request to terminate in writing. We will not adjust the rate during the term of your subscription but reserve the right to raise our rates before the start of a new term.

6. Billing and Payments

All invoices are due within seven (7) days upon presentation and must be paid by credit card (Visa/MasterCard). A deposit of 50% or greater is refundable, however, any work completed prior to issuing the refund will be deducted from the deposit.

Work will not start until the deposit has been received. Any additional non-prepaid maintenance time charged will be billed immediately upon completion or weekly – whichever occurs first.

Recurring plans will be invoiced annually and are due seven (7) days upon presentation. Customers with a credit card on file agree to have invoices paid electronically unless otherwise agreed upon in writing.

7. Late Fees

Delinquent bills will be issued a fee of $15.00 or 5% of the total amount due – whichever is greater – if payment is not received within net ten (10) days after its due date. If an amount remains delinquent net thirty (30) days after its due date, an additional late fee of $15.00 or 5% of the total amount due – whichever is greater – will be added for each month of delinquency. UX Studio, LLC reserves the right to remove web pages from view and discontinue services or remaining work until payment is made.

8. Collection

In case collection proves necessary, you agree to pay all fees incurred by that process. This agreement becomes effective only when signed by us. Regardless of the place of signing of this agreement, you agree that for purposes of venue, this agreement was entered into in Warwick, RI.

9. Account Access

You agree to provide full FTP and secure shell access to hosting server. You understand that some website changes may require a change in hosting services, which may require upgrading your WebCare support and maintenance package.

10. Assignment of Work

We reserve the right to assign subcontractors to this project to insure the right fit for the job as well as timely completion of work. You agree to not contract with or hire, either directly or indirectly, any of our employees or subcontractors without our approval.

11. Indemnification

You agree to defend, indemnify, save and hold harmless UX Studio, LLC from any and all demands, liabilities, losses, costs and claims, including reasonable attorney’s fees (liabilities) asserted against us or our agents, clients, servants, officers, employees and/or contractors that may arise or result from any service provided or performed – or agreed to be performed – or any product sold by you, your agents, employees, contractors, or assigns.

You agree to defend, indemnify and hold harmless UX Studio, LLC against liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed in connection with our service, any material supplied by you infringing on the proprietary rights of a third party, copyright infringement and any defective product which you have sold in your website.

12. Limited Liability

We do not warrant that your website will meet your requirements or that the operation of the website will be uninterrupted or error-free. UX Studio, LLC will provide advice and warnings, however, the entire risk as to the quality and performance of the website is with you. In no event will we be liable to you or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of, or inability to operate, your website – even if we have been advised of the possibility of such damages. In any event, liability shall be limited to amount paid for service.

13. Sole and Entire Agreement

This agreement constitutes the sole agreement between UX Studio, LLC and you or your company/organization. Any additional work not specified in this agreement must be authorized by a written change order. All prices specified in this agreement will be honored for six (6) months.

This document together with any attachments, as well as any new, different or additional terms, conditions or policies which we may establish from time to time, and any agreement that we are currently bound by or will be bound by in the future, constitutes the complete and exclusive agreement between you and us concerning your engagement of us on this project, and supersede and govern all prior written and verbal communications.

14. Jurisdiction

This agreement shall be governed and construed in accordance with the laws of Warwick, RI. You agree that you are solely responsible for complying with such laws, taxes and tariffs and will hold harmless, protect and defend UX Studio, LLC and our subcontractors from any claim, suit, penalty, tax or tariff arising from your use of Internet electronic commerce.

15. Pause Clause

Please note that you may be subject to a Project Hold Fee in the event that you stop communicating with us for more than two weeks on your project. This fee will be 5% (up to $500) of your project cost. It takes approximately 5 hours (per team member) to re-acclimate to an old project once it has been halted. This fee allows us to reacquaint ourselves with the project and get our team members back up to speed. If you foresee large pauses in your project, please talk with us about it in advance so we can plan accordingly and potentially keep you from being charged the additional amount.

16. Disputes

If a dispute arises under this agreement, the parties agree to first try to resolve it without the help of a mediator. If a dispute arises that cannot be solved through mutual agreement, both parties agree to use the help of an agreed-upon mediator. Any costs and fees, other than attorney fees, associated with the mediation will be shared equally.

If it proves impossible to arrive at a mutually satisfactory solution through mediation, the parties agree to submit the dispute to binding arbitration at Warwick, RI, under the rules of the American Arbitration Association. Judgement upon the award rendered by the arbitration may be entered in any court with jurisdiction to do so.

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