Sabiartistry Website Services
By checking the box beneath this Terms of Use, and clicking the “Purchase” button, you, the purchaser of the Sabiartistry Website Services outlined below (hereinafter “Client”) agree and willingly purchase entry into this program to be provided with services rendered by SABIARTISTRY LLC, a Ohio Limited Liability Company, (hereinafter “Company”), and you agree you are voluntarily entering into a legally binding Agreement with Company, inclusive of the following terms and conditions mutually agreed upon:
For good and valuable consideration of Sabiartistry Website Services for an initial payment of $175 (one hundred and seventy five dollars) and ongoing rate of$175/hour (one hundred and seventy five dollars per hour). Client has agreed to purchase Sabiartistry Website Services (hereinafter “Program”). In exchange, Company agrees to provide the services outlined in the Program Details below, and Program Outline attached hereto. Client understands and agrees that Company will utilize suitable methodologies in accordance with Client’s needs, and in accordance with her training.
Program Details
Sabiartistry Website Services is a website design program includes:
Development and Design of Website
Reformatting and Rebranding of Website
Copywriting
SEO Optimization
Company will provide the services outlined in detail in the attached Program Outline Addendum. Client confirms he/she/they have read the Program Outline Addendum, asked Company any and all necessary questions, and conducted any research necessary to feel he/she/they understand what is (and isn’t) being provided in Program.
Confidentiality
This Agreement is considered a mutual non-disclosure agreement, meaning both Client and Company agree not to disclose, reveal, or make use of any confidential information learned by either party during discussions, calls, emails, or otherwise. Such “Confidential Information” includes, but is not limited to, social media strategy, marketing strategy, content strategy, key performance indicators tracked by Company, other proprietary information from Company, financial information, strategy sessions, exercises, or other methodologies Client learns as a result of working with Company, plans or outlines for future programs, packages, or marketing information contained in documents or any other original work created by Company, and any and all other intellectual property (discussed below.)
Client and Company agree that the responsibility to refrain from disclosing or sharing any and all Confidential Information learned as a result of Client working with Company shall survive the expiration of this Agreement and Company’s services. This means Client and Company both agree to continue to keep Confidential Information private, even after the completion of working with Company.
Use of Confidential Information
Throughout the course of the Program and services, Company understands he/she/they may be granted access to Client’s personal information, including log-in usernames and passwords for various pieces of Client’s business, as well as banking or account information, and other personal information necessary to complete projects. Client agrees he/she/they are hereby giving these to Company on a voluntary basis, and understands Company will not utilize this information beyond her need, and will not share information with anyone other than her team, who will utilize the information in building Client’s site ONLY. Client understands Company is not responsible nor liable, nor will Client hold Company responsible or liable, should Client’s personal information be shared due to computer hacking or other unauthorized, illegal tampering of Company’s business.
Intellectual Property Rights
Assignment of Work Product. All work completed by Company specifically for Client and in connection with the Program outlined herein will be the sole and exclusive property of Client once Client pays for Program in full, including all rights, titles, and interest in the work product. Company assigns and transfers all rights, title and interest in all such work products, including but not limited to the finished product, as well as drafts, notes, materials, mockups, designs, code, and anything else completed by Company as part of the Program. Client is not obligated to credit Company each time it publishes the work product, and may use (or not use) the work product as its own intellectual property, as it sees fit.
Company IP that is Not Work Product. During the course of the Program, Company may use its own original, creative works in connection with the Program that it owns or has licensed from a third party but that does not qualify as Client’s work product, including but not limited to pre-existing code, type fonts, stock photos, web application tools, copyrighted program and/or course materials, and other background IP. Client understands it will have no ownership rights over this content; however, Client will retain a license to use such content to develop, market, and sell Client’s products and services. Client agrees he/she/they may be granted a limited right to use selected materials in the course of his or her own business, but understands that the rights in this background IP remain with Company. Nothing in this Agreement shall constitute a transfer of ownership of any Intellectual Property from Company to Client, nor grant any license to use the information, other than that which is expressly provided throughout the course of the Program.
Further, by signing below, Client agrees that if Client violates, or displays any likelihood of violating, any of Client’s agreements contained in this paragraph, Company will be entitled to injunctive relief to prohibit any such violations and to protect against the harm of such violations.
Rights to Work Completed
Client understands and agrees that all final work completed by Company specifically for Client shall be owned by Client; Company will assign all rights to all Intellectual Property in the specific and completed content to Client following completion of payment. However, Client agrees Company may use portions of the work completed for the purpose of displaying the work on Company’s website, portfolio, or for advertising purposes. Client agrees that Company is hereby granted this permanent, irrevocable license to use and display the work completed as Company desires.
Content Provided by Client
Client certifies he/she/they owns the intellectual property rights in any graphics or marketing content that is provided to Company for display on Client’s marketing materials, website or social media pages. Should it be determined at a later date that Client did not have sufficient rights to the content or graphics for use on website, social media and across all platforms, Client agrees to fully indemnify and hold Company harmless from any action taken by the rightful owner of any content or graphics used, and releases Company from any such claims.
Company will also have the right to use Client’s intellectual property in order to complete Program, including use of logos, taglines, business name, trade dress, and other similar intellectual property in connection with the Program and in order to provide such services to Client.
Scheduling and Delays
Client acknowledges that upon beginning work together, Client and Company may determine a tentative schedule of deliverables by either party, to coordinate approximate timeline and completion of each step of the project. Company will rely on this schedule, and will ensure either Company or a member of Company’s team is available at agreed upon time to complete the portion of work for Client. Should Client fail to provide Company with necessary materials, approvals, and/or feedback within 7 days of the originally agreed-upon date or receival, Client understands his or her window may close, and Company may need to move on to the next Client’s scheduled window of time. Should this occur, Company will make all reasonable efforts to fit Client back into the schedule as soon as possible, following Client’s delivery of the necessary documents required for that timeline; however, Client agrees and understands this will likely alter the remaining portions of the original schedule, and ultimately delay any content needing to be completed by Company. Client understands all projects are considered approved after 30 days.
Payment
Client agrees to render payment via Stripe and understands that the full purchase amount is due and payable at project end or end of month. Client agrees that absent an agreement regarding a payment plan with Company, he/she/they must complete payment in full before becoming entitled to any products or services included within Program.
Payment Plan:
If Company HAS offered Client a payment plan, all information regarding payment schedule is outlined in the attached Payment Plan Addendum. Should Client fail to make timely payments, or if additional payments are not able to be processed, Client understands:(1) the reminder of the Program may be forfeited until payment is made; and (2) Client will owe a five percent (5%) late fee. A payment is to be considered late if not paid within seven (7) days of the date it is due. Accounts that have not been paid after 30 days will be turned over to collections, and the balance of Client’s account will be come due and payable. If Client’s account is turned over to collections, Client understands and agrees he/she/they are responsible for any and all fees accrued, in addition to the original account outstanding balance.
Company reserves the right to cancel or cease working with Client should he/she/they fail to make additional payments in accordance with the Payment Plan as agreed upon at the beginning of the Program. Should this occur, Client understands he/she/they are not entitled to a refund of funds already issued to Company in exchange for work completed thus far, and it is up to the sole discretion of Company whether Client is to have continued access to any materials made available to Client during the Program up until payments were missed.
Refund Policy
Company is not able to offer refunds once Client has purchased the Program. Client understands this provision, and agrees that he/she/they are not entitled to a refund once payment has been issued to Company.
Client further agrees and understands that changing his/her mind about the Program, failing to follow through or understand the details of the Program, not experiencing the results he/she/they expected or desired, or experiencing any other similar situations does not entitle her to a refund.
Indemnification
Client agrees at all times to defend, fully indemnify and hold Company and any affiliates, agents, team members or other party associated with Company harmless from any claims, causes of action, damages, losses, demands, lawsuits, judgments, including attorney fees and costs, expenses incurred as a result of Client’s use of Program, as well as any third-party claims of any kind (including attorney’s fees) arising from his/her actions as a direct or indirect result of Client’s participation in Program. Should Company be required to defend herself in any action directly or indirectly involving Client, or an action where we decide Client’s participation or assistance would benefit Company’s defense, Client agrees to participate and provide any evidence, documents, testimony, or other information deemed useful by Company, free of charge.
Disclaimer
Client agrees and understands that Company cannot guarantee any specific results, outcomes, or changes to Client’s current situation, and will hold Company harmless if he/she/they does not experience the desired results. Client is entering into this agreement voluntarily and of his or her own free will, and readily understands that he or she may or may not experience results desired, or achieved by other clients of Company.
Client understands that all services provided by Company in connection with the Program being purchased are provided on an “as is” basis, meaning it is without any guarantees, representations, or warranties, including but not limited to warranties relating to quality, non-infringement, fitness for a particular purpose, merchantability, or expectation or course of performance. Client is choosing to purchase this Program and work with Company on a purely voluntary basis and does not hold Company responsible should Client become dissatisfied with any portion of the Program.
Client agrees that he/she/they do not have a cause of action, legal remedy, and is not entitled to a refund should he/she/they not achieve the results desired following completion of his or her work with Company, as long as Company delivers the Program as described in Paragraph 1 above, or similar substitutes, upon additional agreement by Company and Client.
Client understands and agrees that should Company or Company’s team provide any personal technical assistance to Client, including but not limited to editing, creating, updating, or fixing a portion of Client’s website or any technical component of his or her business, Client will hold Company harmless for any inadvertent human errors made in the process. This may include (but is not limited to) inadvertently selecting an incorrect item on a dropdown menu during setup, or otherwise making an editable error of similar kind.
Client also understands and agrees to hold Company harmless from any issues – technical or otherwise – arising from the use of any programs or software systems chosen by Client, including but not limited to how Client wishes to take payment, automate email sequences, which CRM and website host to use, and other similar decisions made by Client. Company may provide advice or tips with respect to which program or system to select, but Client agrees it is ultimately his or her decision, and agrees Company is not liable or responsible for any malfunction or negative experiences associated with these systems.
Review of Work: Client agrees he/she/they are responsible for reviewing any and all work completed by Company prior to completion. Client understands should he/she/they fail to adequately review Company’s work and an error is not caught prior to completion of work, or should Client and Company fail to catch an inadvertent error, Company is not responsible nor liable for any negative ramifications or effect of such error on Client’s business or experience, and Client agrees not to hold Company responsible for same.
Independent Contractor
Company and Client agree that Company is to be classified as an Independent Contractor, and confirms he/she/they are in no way an employee, worker, partner, or agent of Client. Company will be responsible for any and all supplies, expenses, and technology tools required to complete the Services requested under this Agreement. Company certifies he/she/they are sufficiently trained and has the required equipment needed in order to complete the Program, and will not hold Client responsible for any additional training, equipment, or expenses required. Client is to have no control or right to control how Company is to complete the work assigned, nor what will be done in order to complete the assignment; only the right to control the result of the work completed.
Dispute Resolution
Should a dispute arise between Company and Client, the parties agree to attempt to resolve by good-faith negotiations and discussions. (Client agrees that failure to see results is not a basis for a “dispute” and agrees he/she/they does not hold Company responsible for any specific results, or those results which have been achieved by other clients of Company.) If unable to reach a resolution informally, Client and Company agree that all disputes will be submitted for Arbitration by the American Arbitration Association, to be completed in Franklin County, Ohio. The arbitration shall occur within ninety-(90)-days from the date of the initial arbitration demand. The Parties shall cooperate with each other to ensure that the arbitration process is completed within the ninety-(90)-day period. Client and Company agree to participate in the arbitration process in good faith and in a manner that will effectively and efficiently resolve the dispute at hand, including the exchange of any materials, documents, or information. The decision made by the arbitrator (which will provide for the payment of costs, including attorneys’ fees) is to be final and binding on both parties, and is not to be appealed or otherwise set aside. It is to be enforceable in any court of proper jurisdiction as a judgment of law or decree.
Applicable Law
This Agreement shall be governed by and under control of the laws of Ohio regardless of conflict of law principles, and regardless of location of Client. Client understands this and agrees that the laws of Ohio are to be applicable here.
Amendments
This agreement is not to be altered, amended, changed, extended, or considered waived without execution of an additional addendum signed by both Client and Company, or a party authorized to sign on behalf of either party.
Non-disparagement
Client shall not make any false, disparaging, or derogatory statement in public or private regarding Company, its employees, or agents. Company shall not make any false, disparaging, or derogatory statements in public or private regarding Client and its relationship with Company.
Entire Agreement; Amendment; Headings
This Agreement constitutes the entire agreement between the Parties with respect to its relationship, and supersedes all prior oral or written agreements, understandings and representations to the extent that they relate in any way to the subject matter hereof. Neither course of performance, nor course of dealing, nor usage of trade, shall be used to qualify, explain, supplement or otherwise modify any of the provisions of this Agreement. No amendment of, or any consent with respect to, any provision of this Agreement shall bind either party unless set forth in a writing, specifying such waiver, consent, or amendment, signed by both parties. The headings of Sections in this Agreement are provided for convenience only and shall not affect its construction or interpretation.
Counterparts
This Agreement may be executed in one or more counterparts (including by means of facsimile, using an online platform, or electronic mail via portable document format), each of which shall be deemed an original but all of which together will constitute one and the same instrument.
Severability
This section deals with what happens if a portion of the Contract is found to be unenforceable. If that’s the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Contract is changed or disregarded because it is unenforceable, the rest of the Contract is still enforceable. Should any provision of this Agreement be or become invalid, illegal, or unenforceable under applicable law, the other provisions of this Agreement shall not be affected and shall remain in full force and effect.
Waiver
The waiver or failure of Company to exercise in any respect any right provided for herein shall not be deemed a waiver of any further right hereunder.
Force Majure
In the event that any cause beyond the reasonable control of either Party, including without limitation acts of God, war, curtailment or interruption of transportation facilities, threats or acts of terrorism, State Department travel advisory, labor strike or civil disturbance, make it inadvisable, illegal, or impossible, either because of unreasonable increased costs or risk of injury, for either Party to perform its obligations under this Agreement, the affected Party’s performance shall be extended without liability for the period of delay or inability to perform due to such occurrence.
Client and Company agree this Agreement constitutes the entire agreement between Company and Client, taking place of and superseding any and all prior agreements, discussions, correspondence, or proposals between parties. Client understands that if a portion of the Program or an expectation is not included in this Agreement, it does not apply and is not included within the Program. Client has taken any necessary measures to discuss further and have any questions answered by Company or Company’s team, and is in full agreement with the terms outlined herein.
PROGRAM OUTLINE ADDENDUM
Client understands, acknowledges, and agrees he/she/they are purchasing the Sabiartistry Website Services. Once the Program is purchased and all Agreements are signed, the Program continues for an initial period of 30 days. The work is to run approximately 30 days. During this time, Company will provide the following products and/or services:
Development and Design of Website
Reformatting and Rebranding of Website
Copywriting
SEO Optimization
PAYMENT PLAN ADDENDUM
Client and Company hereby agree to the following payment plan and payment schedule in order to purchase the above-referenced Program belonging to Company, as outlined in the above Agreement and Program Outline Addendum.
Cost of Program
Client agrees and understands that the cost of Program, when paid in hourly installments, is $175/hr, paid at the the end of project or end of each month. Client understands they must complete an initial payment of $175 (one hundred and seventy five dollars) and an ongoing rate of$175/hour (one hundred and seventy five dollars per hour) and agrees that he/she/they are electing to pay in installments. The Client shall be entitled to revisions for each project. Any revisions shall be charged at a rate of $175/hr.
Client is to issue payments to Company as follows:
PAYMENT SCHEDULE
1. Method of Payment
Client agrees to render payment via [Stripe] and understands he/she/they will be charged in the amounts outlined above, on the corresponding due dates of each installment payment. Should the appropriate method of payment change at any point during the above outlined schedule, Client agrees he/she/they will promptly notify Company and/or Company’s Team to ensure payments are not missed.
2. Missed / Failed Payments
Should Client fail to make timely payments, or if additional payments are not able to be processed, Client understands: [(1) the reminder of the Program may be forfeited until payment is made; and (2) Client will owe a five percent (5%) late fee. A payment is to be considered late if not paid within seven (7) days of the date it is due.]
Company reserves the right to cancel or stop working with Client should he/she/they become unable to make the additional payments in accordance with the Payment Schedule outlined above. Should this occur, Client understands they are not entitled to a refund of funds already issued to Company in exchange for work completed thus far, and it is up to the sole discretion of Company whether Client is to have continued access to any materials made available to Client during the Program up until payments were missed.
By continuing and checking the box below, Client agrees to all terms.