Terms of Service
This Agreement is made between you and/or your organization (“Client”), and Carwile Marketing, LLC (“Agency”). The parties hereby agree as follows:
- Work. Agency agrees to provide to Client deliverables in any standard file format appropriate to the specific project (the “Work”).
- Representations. Agency represents that, except for materials given to Agency by Client, Agency is the sole author of the Work and all of Agency’s services are original and not copied in whole or in part from any other work; that the Work does not violate the patent, copyright, trade secret or other property right of any person, firm or entity. Agency also represents and warrants that in signing this Agreement and in providing Services to Client on crowdspring.com, Agency is not and will not be in violation of any other contract, agreement or understanding to which Agency is a Agency.
- Invoicing & Payments. Client will pay in U.S. Dollars for all rights in the Work (“Fee”). If there are multiple projects, Client will pay a Fee for each project in accordance with a Client-approved estimate generated by Agency’s billing management system found at http://billing.carwilemarketing.com.
- Billing Practices. Unless otherwise noted in writing, we will always bill on a time and materials basis. This means that we will bill based on the hours worked on a project. Additionally, any legitimate, related expenses will be invoiced for reimbursement. Exceptions to this standard practice will always be indicated in writing by us (either via email, fax or physical document).
- Project Management. Agency will manage, track time, and otherwise maintain records of project activities via an online project management system found at http://projects.carwilemarketing.com.
- Work-For-Hire. Agency expressly acknowledges that the material contributed by Agency under this Agreement and Agency’s services, are being specially ordered and commissioned by Client for use in connection with Client. The Work contributed by Agency shall be considered a “work-made-for-hire” as defined by the copyright laws of the United States. Client shall be the sole and exclusive owner and copyright proprietor of all rights and title in and to the results and proceeds of Agency’s services in whatever stage of completion and Agency hereby irrevocably transfers all right and title under such works-made-for-hire to Client. If for any reason the results and proceeds of Agency’s services hereunder are determined at any time not to be a “work made for hire”, Agency hereby assigns to Client all rights to such Work, including but not limited to all other copyrights. Agency agrees to execute all documents reasonably requested by Client to further evidence the foregoing assignment and to provide all reasonable assistance to Client in perfecting or protecting Client’s rights in such Work.
- Changes/Moral Rights. Agency agrees that Client may make any changes or additions to the Work prepared by Agency, which Client in its sole discretion may consider necessary, and may engage others to do any or all of the foregoing, with or without attribution to Agency. Agency further agrees to waive any so-called moral rights in the Work.
- Entire Agreement. This Agreement constitutes the complete and exclusive statement of the agreement between the parties with regard to the matters set forth herein, and it supersedes all other agreements, proposals, and representations, oral or written, express or implied, with regard thereto.
- Payment As Agreement. Client and Agency hereby agree that through client approval of generated Estimate, and initial payment in accordance with the terms of the Estimate acts as both parties agreement to the terms outlined herein.
Non-Disclosure & Confidentiality Agreement
WHEREAS, Agency will be provided certain written, electronic, printed and/or oral information regarding the other, including but not limited to: information relating to business records and plans, financials, marketing, research, trade secrets and technical information, inventions, designs, product requirements, pricing structure, costs, profitability analysis and other information, which information is proprietary and confidential to the Client and not generally ascertainable to the public (“Confidential Information”), for the purpose of work by Agency; and
WHEREAS, both parties acknowledge that the information has been or will be developed by Client at significant effort and expense and is sufficiently secret to derive economic value from not being generally known to other persons. Agency also acknowledges that each component of the information constitutes a valuable and protectable trade secret of Client;
NOW, THEREFORE, Agency will occupy a position of trust and confidence with the Client, and in consideration of the recitals and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, Client and Agency agree as follows:
- Confidential Information. Agency agrees that it shall not (except as required to carry out its duties and responsibilities) at any time, directly or indirectly, disclose to any person or entity, use for its own benefit or for the benefit of any third Agency, any Confidential Information or material provided to it by the Client or third-parties engaged by Client, whether written or oral. The term “Confidential Information” shall not include information which, by clear and convincing written evidence: (i) was part of the public record at the time of execution of this Agreement; (ii) hereafter becomes part of the public record by publication or otherwise through no action of Agency; (iii) was already known to Agency, as evidenced by written records; (iv) was received by Agency through a source which is not under an obligation of confidentiality to Client; or (v) was independently developed without the use of Client’s Confidential Information.
- Additional Covenants. Agency agrees that, following the receipt of Confidential Information , it shall: (i) undertake all reasonable and appropriate steps to ensure that the secrecy and confidentiality of Confidential Information is maintained; and (ii) if requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information, provide Client with prompt notice of such request(s) to enable Client to seek an appropriate protective order.
- Use in Portfolio Allowed. Client agrees that Agency will retain the right to use the work(s) submitted to this project in Agency’s portfolio.
- No Liability. Agency agrees that no covenants, warranties or representations are made by Client or any of Client’s representatives with respect to the accuracy or completeness of any Confidential Information, and none of them shall have any liability to Agency arising out of the use of Confidential Information.
- Remedy. Agency hereby acknowledges that a violation of the provisions of this Agreement may cause irreparable damage to Client, the amount of which may be impossible to quantify, and it is therefore agreed and understood that in the event of such a violation of this Agreement, Client shall be entitled to injunctive relief against such violation, in addition to such other remedies Client may have.
- Waiver. The waiver by Client of any breach of any provision of this Agreement shall not be construed as a waiver of any subsequent breach, whether of the same or of a different character.
- Entire Agreement. This agreement, solely with respect to confidentiality of information, sets forth the entire agreement and understanding of the parties and merges all prior discussions between them as to Confidential Information. The Recitals set forth above are hereby incorporated into and made a part of this Agreement by this reference.
- Governing Law/Venue. This Agreement shall be governed by and construed in accordance with the internal laws of US, without regard to choice or conflict of law rules.
- Severability. In the event that any provision of this Agreement is determined to be invalid or unenforceable for any reason, such provision shall be deemed modified to the extent required to render it valid, enforceable and binding, and such determination shall not affect the validity or enforceability of any other provision of this Agreement.
- Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, administrators, executors, successors and assigns.