This Statement of Work proposal (sometimes called the “Agreement,”) is entered into by and between brickmonkey, (sometimes referred to as “we,” “us,” and “our”) and the client (sometimes referred to as “you,” “your,” and the “client,” ) herein, based upon the following terms and conditions:
The client is employing brickmonkey, for services including but not limited to Internet Marketing and Advertising, Website Design and Development, Database Design and Development, General Programming, and Maintenance. By requesting service from brickmonkey via phone, email, chat, or text, both client and brickmonkey, agree to the terms and conditions set forth herein.
Other than as may be contained in this Agreement, brickmonkey makes no representations, warranties or guarantees of any kind with respect to any of our services, and disclaims any implied representations, warranties and guarantees. In addition, brickmonkey makes no representations, warranties or guarantees as it relates to a company’s current search engine rankings, previous search engine rankings or future search engine rankings.
Copyrights and Trademarks
The client represents to brickmonkey and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to brickmonkey for inclusion in the project are owned by the client, or that the client has permission from the rightful owner to use each of these elements, and will indemnify, hold harmless, protect, and defend brickmonkey and its subcontractors from any claim or suit arising from the use of such elements furnished by the client.
Laws Affecting Electronic Commerce
From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. The client agrees that they are solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend brickmonkey and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the client’s exercise of Internet electronic commerce.
Client and Third Party Site Modifications
brickmonkey is not responsible for any changes made to the website and/or internet marketing account by any other party, authorized agent or unauthorized hacker. If the client, agent or unauthorized hacker other than brickmonkey attempts updates or changes, then time to repair and/or correct any work will be assessed at our hourly rate of $115.00, and is in addition to the agreed above Statement of Work estimate of cost and/or hours.
Payment of Fees – Website Design / Development Agreement
In consideration of retaining brickmonkey to design or redesign, and/or build and/or maintain a website for the Client, payment terms are agreed to as follows: brickmonkey accepts payment via check or credit card. The client agrees to provide a valid credit card to brickmonkey which will be held on file upon acceptance of this agreement. brickmonkey requires a 50% non-refundable down payment prior to commencement of work. The remaining 50% balance shall be due and payable upon completion, and/or delivery of the Website project. If the final payment is not made upon completion and/or delivery of the Website project then brickmonkey will automatically charge the final payment to the client’s credit card on file. Where payment is not received timely for any website design and/or development related work, Client hereby authorizes brickmonkey at its discretion to remove web pages and/or website related work from viewing on the internet until final payment is received. Client agrees to pay all fees and cost incurred by brickmonkey where collection efforts are required to collect delinquent balances.
Search Engine Results
Search engine results are controlled solely by each individual Search Engine Company which include but are not limited to Google, Yahoo and MSN (Bing) each of which utilize complicated proprietary algorithms. These algorithms evaluate pages on the web against keyword searches performed by users. Search engine companies guard their search algorithms very closely and constantly update and change those algorithms in order to deliver the best possible search results. It is impossible for ANY business other than the search engine itself to guarantee search result placement for any website or webpage. brickmonkey has built relationships with the major search engines over the years, and strives to keep updated whenever the algorithms undergo a significant change to ensure that your website conforms as rapidly as possible to guidelines.
Browser testing no longer means attempting to make a website look the same in browsers of different capabilities or on devices with different size screens. It does mean ensuring that a person’s experience of a design should be appropriate to the capabilities of a browser or device.
Desktop Browser Testing
We test our work in current versions of all major desktop browsers including Chrome, FireFox, Safari, Opera, and Internet Explorer. If you need an enhanced design for an older browser (Internet Explorer 9 or below for example), we can provide a separate estimate for that work.
Mobile Browser Testing
Testing popular small-screen devices is essential in ensuring that a person’s experience of a design is appropriate to the capabilities of the device they’re using. We test our work in: iOS: Safari, Google Chrome and Android 4.x: Google Chrome.
We currently do not test Blackberry, Opera Mini/Mobile, Windows Phone or other mobile browsers. If you need us to test using these, we can provide a separate estimate for that work.
Website Support and Maintenance
You can rely on brickmonkey to provide quality work in a timely fashion for any future website support and maintenance needs. In fact, we can often complete work requests within an hour or two of your request (depending upon the nature of the request). Customer service is the backbone of our continued growth and it’s one of the main reasons why our client’s continue to refer our website and internet marketing services. Any work performed is billed based upon our hourly rate of $115.00 with a 15 minute minimum.
Ownership of Work Product
Provided the Client has paid all amounts due for Services performed, be they website design, website related development or any form of internet marketing, Client shall own all right, title and interest in and to the Work Product, including, without limitation, the copyright therein and any other intellectual property rights thereto, as a “work made for hire” under the U.S. Copyright Act. The Work Product is defined as that work which is specifically outlined in the fore mentioned statement of work pages.
Intellectual Property of brickmonkey
Client expressly recognizes and accepts that brickmonkey shall own all rights, title, and interest in brickmonkey’s existing object and/or components libraries (the “Code”), as well as any proprietary methodology and production techniques used or developed by brickmonkey in connection therewith (the “Methods”); provided, however, that brickmonkey shall not own any Confidential information of Client utilized by brickmonkey for development of, or inclusion, in the Code and/or Methods. The methods as referred to in this agreement are defined as on page and off page optimization techniques and processes.
Delivery of Work Product
brickmonkey shall deliver the Code and the Work Product to Client in both source code and object code form. brickmonkey hereby grants Client, and Client hereby accepts from brickmonkey, a fully paid-up, non-exclusive, perpetual, worldwide, royalty-free license under all intellectual property rights owned or licensable by brickmonkey to use, modify, reproduce, create derivative works of, and otherwise exploit the Code and Methods contained in the Work Product.
Termination, Partial Payment and Ownership In The Event Of Termination
This Agreement will be valid for (30) days from the effective date of the start of any internet marketing contract and/or website development contract and shall continue in full force and effect thereafter on a month to month basis until notice of termination by either party as provided herein. Either party in its sole discretion without cause or otherwise may terminate this agreement upon 30 days prior written notice. If this Agreement is terminated for any reason, brickmonkey shall be entitled to payment for work completed up to the date of termination.
In the event of termination brickmonkey, upon full payment for work completed up to the date that the Agreement has been properly terminated by either party, hereby grants client all right, title, and interest, including all other intellectual property rights in the Deliverables in the form in which they exist on the date of termination, which form shall not materially differ from the status described in the invoices and reports that brickmonkey has submitted to client.
This Agreement constitutes the complete agreement and understandings between the parties and can only be modified in writing, signed by the parties. This Agreement shall be governed in all respects by the laws of the United States and the laws of Washington. Each of the parties herein consent to the exclusive jurisdiction of the federal and state courts located in Washington and any action arising from this Agreement shall be brought in the Courts thereof.
Limitation of Liability
Except as may be provided in this Agreement, all representations and warranties express or implied, including without limitation, any warranties of merchantability or fitness for a particular purpose, are hereby disclaimed by brickmonkey. In no event shall brickmonkey be liable for any direct, indirect, special, exemplary, incidental, consequential or punitive damages, irrespective of whatever such damages were foreseeable or unforeseeable. The limit of brickmonkey’ s liability (whether in contract, tort, negligence, strict liability in tort or by statute or otherwise) in any manner related to this agreement, for any and all claims, shall not in the aggregate exceed the fees and expenses paid for the services rendered by brickmonkey. In no event shall either party be liable for consequential, incidental or punitive loss, damage or expenses (including lost profits). Any action by either party must be brought within six (6) months.
Client has read, understands, and agrees to all terms and conditions as set forth in this agreement stated above. brickmonkey reserves the right to revise its terms and conditions at any time without notice.