|
Terms and Conditions of Service
<br />If this proposal meets with your approval, please indicate such approval by signing below and returning one copy
<br />to Red Lily Digital (“Red Lily Digital”).
<br />Services. Red Lily Digital agrees to perform the services described in this proposal (the “Services”), subject to these
<br />terms and conditions (these “Terms”).
<br />Payment Terms. Client shall pay Flywheel directly. All fees due to Red Lily Digital will be invoiced monthly until project
<br />completion. Alternate payment schedules may be considered in some cases. Payment terms are 30 days from the
<br />date of invoice. Travel to locations outside the Minneapolis/St. Paul Metro area are not included in bid. Red Lily Digital
<br />reserves the right to modify price information quoted on proposals that are more than 60 days old. Red Lily Digital
<br />may, at its discretion, increase the cost of ongoing or recurring services by a reasonable amount due to market
<br />conditions. Client will be notified of any such price increase at least 60 days in advance. Ongoing Services will recur on
<br />a monthly basis, until such time as they are canceled in writing, by either party, with at least 30 days’ notice.
<br />Intellectual Property Provisions. Upon completion of the Services, and expressly subject to full payment of all fees,
<br />costs and out-of-pocket expenses due, Red Lily Digital hereby assigns to Client all right and title in and to any logos,
<br />illustrations, content, layouts, website code or other deliverables, in each case that are specifically created for Client
<br />pursuant to this proposal but specifically excluding Designer Tools or third-party products or software (“Deliverables”).
<br />Red Lily Digital agrees to reasonably cooperate with Client and shall execute any additional documents necessary
<br />to accomplish such assignment. Client acknowledges that Red Lily Digital has developed and continues to develop
<br />Designer Tools for use in connection with its business. To the extent Designer Tools are made available to Client
<br />or are required for the functioning or maintenance of the Deliverables: (i) Client shall have a perpetual, irrevocable
<br />right to use, copy, modify, and create derivative works of such materials solely as necessary to support the applicable
<br />Deliverables, and for no other purpose, and (ii) the Designer Tools shall remain the sole and exclusive property of Red
<br />Lily Digital and Red Lily Digital shall have the irrevocable right to use any such Designer Tools in any manner Red
<br />Lily Digital elects. For purposes of these Terms, “Designer Tools” means Red Lily Digital’s ideas, concepts, know-how,
<br />expertise, methods, methodologies, functional and technical architectures, techniques or skills, systems, templates,
<br />software, code, tools, processes, concepts, configurations, designs, algorithms, documentation, data and other
<br />materials, and writings in which any of the same are fixed, that Red Lily Digital has developed or is developing in
<br />connection with its business independent of this proposal.
<br />Indemnification by Client. Client agrees to indemnify, defend and hold harmless Red Lily Digital from any and all
<br />damages, liabilities, costs, losses or expenses in any third party claim arising from Client’s (i) breach of these Terms, (ii)
<br />gross negligence or willful misconduct, (iii) infringement or misappropriation of a third party’s intellectual property,
<br />and/or (iv) any third party claim that use of the Deliverables, Design Tools, or the Services fails to comply with any
<br />state or federal disability laws such as the Americans with Disabilities Act or similar laws. Limitation of Liability. In
<br />all circumstances, the maximum liability of Red Lily Digital, its directors, employees, design agents and affiliates to
<br />Client for damages for any and all causes whatsoever, and Client’s maximum remedy, regardless of the form of action,
<br />whether in contract, tort or otherwise, shall be limited to the fees actually received by Red Lily Digital under this
<br />proposal. In no event shall Red Lily Digital be liable for any lost data or content, lost profits, business interruption or any
<br />indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or
<br />the Services provided by Red Lily Digital, even if Red Lily Digital has been advised of the possibility of such damages,
<br />and notwithstanding the failure of essential purpose of any limited remedy.
<br />redlilydigital.com | 651-428-4335 | mindy@redlilydigital.com
|