All clients and customers doing business with Cowgirl Expressions agree to the following terms and conditions, unless otherwise agreed signed and agreed upon.
Terms of Agreement
- The Design.
- Payment Terms and Work Flow.
- Client Amends.
- Assignment of Project.
- Additional Expenses.
- Copyrights and Trademarks.
- Limited Liability.
- Laws Affecting Electronic Commerce.
- Ownership and Copyright of the Design.
- Design Credit.
- Completion Date.
- Late Fees, Restoration Fees and Contract Termination.
- Entire Understanding.
The client is engaging Ramsey Stoneburner with Cowgirl Expressions as an independent contractor for the specific purpose of designing and/or maintaining graphics and websites indicated and described in the following document. Hereafter, the client will be known as the “Client,” Ramsey Stoneburner with Cowgirl Expressions will be known as the “Designer,” and any job and any related services and work will be known as the “Design.”
It is anticipated that the Designer will create, capture, or receive from the Client all the graphic elements necessary to complete the Client’s Design. This may include a website which is defined as the images and layout for creation of a website from text/images/information supplied by the customer and in accordance with any design concepts stipulated at commencement of this agreement, but is not limited solely to web design work. The website will consist of one or more pages linked together to form a consolidated and uniform package capable of being displayed on a web browser. This includes website domain registration and hosting.
All payment is due in full and is required to commence work. Communication between the Designer and the Client is crucial during this phase to ensure that the end product will match the Client’s taste and needs. Designer expects that any and all email and/or telephone communication be responded to by the client within five (5) business days to guarantee that projects will be completed in a timely manner. Upon completion of this stage, the Client will be asked to confirm acceptance for the Design via e-mail or phone or by signing the front of this contract. Once the design has been accepted, any further changes will be considered a new design and require another contract.
Designer prides herself in providing excellent customer service. That is the spirit of our agreement and the spirit of the Designer’s business. To that end, we encourage input from the Client during the design process. The Designer understands, however, that Clients may request significant design changes to items that have already been created to the Client’s specification. To that end, please note that our agreement does not include a provision for “significant modification” or creation of additional Designs in excess of our agreed amount. If significant modification (including, but not limited to, a new look, design, or layout) is requested after an item has been created to the Client’s specification, or after no communication has been attempted or otherwise agreed upon for thirty (30) days, we must count it as an additional Design. Moderate changes, however, will always be covered during our creation of the Design.
The Designer reserves the right to assign certain subcontractors to this project to insure the right fit for the job as well as on-time completion. The Designer warrants all work completed by subcontractors for this project. When subcontracting is required, the Designer will only use industry recognized professionals.
Client agrees to reimburse the Designer for any critical Client requested expenses necessary for the completion of the project. Examples would include, but not be limited to, purchase of specific fonts at the Client’s request, purchase of specific photography at the Client’s request, purchase of specific software at the Client’s request, authorization of any third-party work or service at the Client’s request.
The Client represents to the Designer and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to the Designer for inclusion in the Client’s Design are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend the Designer and its subcontractors from any claim or suit arising from the use of such elements furnished by the Client.
Client or Authorized Representative of the Client certifies that he or she is at least 18 years of age and legally capable of entering a contract in the State of Ohio.
Client agrees that any material submitted for publication will not contain anything leading to an abusive or unethical use of the Designer or any of the entities the designs will be used in. Abusive and unethical materials and uses include, but are not limited to, obscenity, violations of privacy, computer viruses, harassment, any illegal activity, spamming, advocacy of an illegal activity, and any infringement of privacy. Client hereby agrees to indemnify and hold harmless the Designer from any claim resulting from the Client’s publication of material or use of those materials.
Client agrees that it shall defend, indemnify, save and hold the Designer harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney’s fees associated with the Designer’s development of the Client’s Design. This includes Liabilities asserted against the Designer, its subcontractors, its agents, its clients, servants, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product or service sold by the Client, its agents, employees or assigns. Client also agrees to defend, indemnify and hold harmless the Designer against Liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed through the Client’s Design. This includes infringing on the proprietary rights of a third party, copyright infringement, and delivering any defective product or misinformation which is detrimental to another person, organization, or business.
The Client agrees that it is responsible for complying with the laws, taxes, and tariffs related to e-commerce, and will hold harmless, protect, and defend the Designer and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the client’s use of Internet electronic commerce. Client also understands that the Designer can not provide legal advice.
Copyright of the finished Design produced by the Designer is owned by the Designer. This ownership is to include design, photos, graphics, text, and any program(s) specifically designed or purchased on behalf of the Client for completion of this project. Upon final and complete payment of this contract, the Client is assigned license rights to use and display the Design. In the event of Client-Designer partnership dissolution, Client is free to seek design and/or hosting services elsewhere, however Designer retains all copyrights and ownership of all components of the design, including, but not limited to, graphics, layouts, and code. The Designer also retains the right to display the Design as examples of her work in her portfolio and anywhere else she deems necessary. Copyrights to Design can be purchased for a fee and require separate contract.
Client agrees that Designer may put a byline on the Design or in the back-end coding establishing credit. Client also agrees that the items created for the Client may be included in the Designer’s portfolio.
The Designer, its employees and subcontractors agree, unless otherwise directed by the Client, it will not at any time during or after the term of this Agreement disclose any Confidential Information to any person whatsoever. Likewise, the Client agrees that it will not convey any confidential information obtained about the Designer to another party.
The Designer and the Client must work together to complete the designs in a timely manner for both parties to remain profitable. No specific completion date will be set due to the nature of the work but the Designer will work to make sure the Design is completed as soon as possible.
Cancellation of the project at the request of the Client must be made by certified letter. In the event that work is postponed or canceled at the request of the Client by certified letter, the Designer shall have the right retain the original deposit.
Any disputes in excess of $1,000 (or the maximum limit for small claims court) arising out of this Agreement shall be submitted to binding arbitration before the Joint Ethics Committee or a mutually agreed upon Arbitrator suitor pursuant to the rules of the American Arbitration Association. The Arbitrator’s award shall be final, and judgment may be entered in any court having jurisdiction thereof. The Client shall pay all arbitration and court costs, reasonable attorney’s fees and legal interest on any award or judgment in favor of the Designer.
In the event that any invoice has gone unpaid for a period of time that the Designer deems unacceptable, Designer has the right to add Late Fees to the invoice(s). If any invoice continues to be unpaid, Designer has the right to remove the website content from public viewing until which time the invoice has been paid. Designer has the right to charge a fee for the website to be restored. If invoice(s) are delinquent for any period of time, Designer has the right to terminate the contract and keep any and all payments made. After reasonable effort to resolve past-due billing issues, Designer has the right to obtain and use any website resources (including, but not limited to, domain names) without notice in whatever fashion deemed necessary until payment is made, at which time website will be restored and contract may be terminated.
This contract and the Appendices attached thereto constitute the sole agreement between the Designer and the Client regarding this project. It becomes effective only when signed by both parties. It is the spirit of this agreement that this will be a mutually beneficial arrangement for the Client and the Designer. Both parties warrant that they have read and understand the terms set forth in this agreement. This agreement shall be governed and construed in accordance with the laws of the State of Ohio.
Cowgirl Expressions prefers communicating via email. Please visit the PONY EXPRESS link to contact us. Emails will be answered between 10:00 am and 4:00 pm EST M-F. Please give us at least 24 hours to respond. Any communication, written or oral, may be recorded and kept for reference. This includes, but is not limited to, saving email, text, Facebook, and Yahoo messages, and recording any telephone or other oral conversations. By communicating orally with Designer, Client grants permission for recording conversations using any format necessary.