1. SERVICES AND PAYMENT
The Sparrow Element agrees to undertake and complete the Services (as defined in this Agreement) in accordance with and on the specified schedule. As the only consideration regarding the subject matter of this Agreement, the Client will pay The Sparrow Element in accordance with the terms set forth in this Agreement.
2. INDEMNIFICATIONS
In performing Services under this Agreement, The Sparrow Element agrees not to design, develop or provide to Client any works or items that infringe on one or more patents, copyrights, trademarks or other intellectual property rights, privacy rights, or other rights of any other person or entity. Client agrees that its provision of any programs, text, pictures, sound, graphics, video and other data or content to The Sparrow Element, and The Sparrow Element’ use of such data or content in the Deliverables, shall not infringe any patents, copyrights, trademarks or other intellectual property rights, privacy rights, or other rights of any other person or entity. If either party learns of any such possible infringement in the course of performing any work under this Agreement, it shall notify the other party in writing. Each party agrees to indemnify and hold harmless the other, its employees, directors, officers, shareholders, agents, or representatives for any claim, action, proceeding, damages, loss, cost, reasonable attorneys’ fees and expense that the other suffers in connection with such alleged or actual intellectual property infringement.
3. COPYRIGHT AND OWNERSHIP
Copyright, ownership, and all rights of Web pages, graphics, print templates, and text contained in the finished assembled Website produced by The Sparrow Element belongs solely and exclusively to the Client upon final payment of this contract.
Rights to photos, graphics, video, source code, work-up files, and computer programs are specifically transferred to the Client, and remain the property of their respective owners. Any licensed software not developed by Sparrow may be owned by another software company that has granted The Sparrow Element the right to initiate it into the Client’s Website, and does not grant the Client ownership of the script.
The Sparrow Element retains the right to use custom coded elements, and to display graphics, videos, and other web design elements as examples of their work in their respective portfolios, unless otherwise specified by the Client. The Client retains ownership of the domain name(s) bought through The Sparrow Element after the invoice is paid in full.
The Sparrow Element reserves the right to withhold property such as domain names and copyright ownership if the Client is in debt to The Sparrow Element.
4. LIMITATION OF LIABILITY
In no event shall The Sparrow Element be liable to the Client 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 these Web pages or Website.
If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
5. FEES AND PAYMENT TERMS
All fees shall be due and payable as set forth in the agreement. All check payments should be made payable to “The Sparrow Element”.
In order for The Sparrow Element to keep its rates low, payments must be made promptly. Invoices will be deemed delinquent if payment is not received by the invoice due date. If an amount remains delinquent 30 days after its due date, an additional 3% penalty will be added for each month of delinquency.
If an amount remains delinquent 30 days after its due date, the client’s Website and/or Ad Campaigns will be removed from the Internet within 5 days without any further notification from The Sparrow Element
The Sparrow Element reserves the right to remove Web pages and/or Ad Campaigns from viewing on the Internet until final payment is made. In the event that collection proves necessary, the Client agrees to pay all fees incurred by that process.
6. TERMINATION
If either party materially breaches a material provision of this Agreement, the other party may terminate this Agreement upon thirty (30) days written notice unless the breach is cured within the notice period. The Client also may terminate this Agreement at any time, with or without cause, upon thirty (30) days’ notice, but, the Client shall upon termination pay The Sparrow Element all unpaid amounts due for services completed prior to notice of termination.
Any termination within 6 months of the initial website launch will result in a $500 packaging fee. In order to successfully transfer a site to a third party hosting server, the client would need all of their own licenses and tools, keys, and codes installed first as we will not give away our bulk code licenses on third-party hosts which would compromise our license limits. We would only charge time at $75/hr for work done to help transfer a site to a third party hosting provider.
7. NOTICE
All notices under this Agreement shall be in writing, and shall be deemed given when personally delivered, sent by confirmed telecopy or other electronic means, or three (3) days after being sent by prepaid certified or registered mail to the address of the party to be noticed as set forth herein or such other address as such party last provided to the other by written notice.
8. WEBSITE HOSTING
By using The Sparrow Element’s hosting services, the client agrees to transfer all hosting information to The Sparrow Element in a timely manner in order to have all email addresses and contact uploaded by the projected completion date. Sparrow uses Kinsta, Flywheel, and in some cases AWS hosting servers to house content online.
We do not build websites to host on other platforms for the client to manage. If a client wishes to host on their own servers after a 6 month period, they would be subject to terms in #6 Termination.
9. MISCELLANEOUS
This contract shall be governed by the substantive laws of the CommonweaIth of Pennsylvania without regard to conflict of law principles. The contract constitutes the entire understanding and agreement between the parties hereto and their affiliates with respect to its subject matter and supersedes all prior or contemporaneous agreements, representatives, warranties and understandings of such parties (whether oral or written). No promise, inducement, representation or agreement, other than as expressly set forth herein, has been made to or by the parties hereto. This letter may be amended only by written agreement, signed by the parties to be bound by the amendment. This letter shall be construed according to its fair meaning and not strictly for or against either party.
