Terms and Conditions / Assumptions & Agreement

The following assumptions have been made regarding your project, which will affect proposal items including but not limited to: the cost estimate, deliverables, production schedule and project staffing.

• The work will be performed at the developer’s office, or other SEATTLE ADVERTISING, LLC designated developer’s office.
• No delays will be caused by unavailability of the client’s technical and functional resources to review documents, provide answers to questions, and participate in meetings, training sessions, and testing activities. If the client is unresponsive and feedback is not provided, then SEATTLE ADVERTISING, LLC has the right to terminate the project upon notice.
• The production of the website will be deemed completed upon launching the site on the Internet and making it accessible for the world to view. The final payment is due before the launch of the website project.
• “Changes to Scope of Work” Clause: The fees quoted are only “estimates” based on our assessment of the amount of time this project will take. We hold the client accountable for any additional work they may result. Client shall be responsible for making additional payments for changes necessitated by Client revisions and/or additions following Client’s approval (other than for SEATTLE ADVERTISING, LLC’s error) and will be billed additionally at the standard billable rate of $100/hour.
• In the event of your cancellation of this project, or any delay of more than one month in responding to SEATTLE ADVERTISING, LLC’s request for information or review/approval of proofs, SEATTLE ADVERTISING, LLC will have the option of terminating this agreement, and invoicing you for the greater of: (1) all work completed up to the date of written notification, including expenses, at the rate of $100 per hour or such other rate as shall be specified in this agreement; or (2) the amount of any advance deposit made for this project. Any renewal of this project after termination will require a new agreement, fee schedule and upfront deposit.”
• Termination. This Agreement may be terminated by either party upon written notice to the other, if the other party breaches any material obligation provided hereunder and the breaching party fails to cure such breach within thirty (30) days of receipt of the notice.  This Agreement may be terminated by SEATTLE ADVERTISING, LLC (i) immediately if Customer fails to pay any fees hereunder; or (ii) if Customer fails to cooperate with Company or hinders Company’s ability to perform the Services hereunder at SEATTLE ADVERTISING, LLC’s full discretion.
• Client will retain all intellectual property rights of source material (e.g. design, code, copy, photography) provided to SEATTLE ADVERTISING, LLC for use in connection with this project; however, Web content, design and other work product created by Consultant and similar products and materials will remain the property and copyright of SEATTLE ADVERTISING, LLC until all fees under this agreement have been paid in full.
• It is the client’s responsibility to verify and or sign off on the production and testing of the web site within 30 business days of SEATTLE ADVERTISING, LLC notification of completion.
• Stock Photography: if requested by client, SEATTLE ADVERTISING, LLC will provide research and assistance on stock photography to be used in designing the website or other web base and marketing applications. Cost per photo starts at $30 and up depending on size and popularity. Providing additional photos will be billed on time and material basis.
• Project Timeline: is the actual development/design time needed to complete a project. The timeline is dependent on immediate and consolidated feedback from the client on all design and development deliverables. If feedback is delayed, the project timeline may also be significantly delayed.
• SEATTLE ADVERTISING, LLC cannot guarantee or promise any placement in search engines.
• Client will provide all site content once homepage layout is approved. SEATTLE ADVERTISING, LLC will fill any page on the website with “Lorem Ipsum” to properly show the page layout until real content is established. Text will be delivered to SEATTLE ADVERTISING, LLC in MS Word, Company Logo as an .EPS or high-resolution .JPG file and pictures if any as .JPG files.
• Client acknowledges that SEATTLE ADVERTISING, LLC does not launch websites on Fridays or days before a holiday.
• Client acknowledges that SEATTLE ADVERTISING, LLC will only fix any bug related issues post launch for a period of 90 days after the official live date. If the client makes any changes to the website code or hosts on servers other than SEATTLE ADVERTISING, LLC’s approved servers that results in a website issue and/or vulnerability, SEATTLE ADVERTISING, LLC will not be made responsible to fix the bug without receiving compensation for time and materials.
• Web Design Contract Cancellation: A non-refundable deposit is due at the time of the contract signing. Cancellation of any web design project by either party will result in a refund to the client of all fees paid beyond the deposit amount, minus the amount already incurred in the development of the project by the date of cancellation. Web design cancellation refunds will be processed and delivered within 15-30 business days of the cancellation date.
• If SEATTLE ADVERTISING, LLC ceases operations, files for bankruptcy protection, is the subject of the appointment of a receiver, or for any other reason, ceases to control SEATTLE ADVERTISING, LLC before the work on this contract is complete, all related work product shall be immediately delivered to Client and the contract shall be cancelled forthwith, without further recourse or payment.
• In the event SEATTLE ADVERTISING, LLC wishes to subcontract any of the work related to this Agreement, Client must be notified of the subcontract before work on it begins and must approve of the subcontractor, and the subcontractor must agree to be bound by the terms of this Agreement as fully as the SEATTLE ADVERTISING, LLC.
• Indemnity: Customer shall indemnify and hold harmless SEATTLE ADVERTISING, LLC (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) incurred by SEATTLE ADVERTISING, LLC as a result of any claim, judgment, or adjudication against SEATTLE ADVERTISING, LLC related to or arising from SEATTLE ADVERTISING, LLC’s work.
• Customer and SEATTLE ADVERTISING, LLC agree to make a good-faith effort to resolve any disagreement arising out of, or in connection with, this Agreement through negotiation. Should the parties fail to resolve any such disagreement within ten (10) days, any controversy or claim arising out of or relating to this Agreement, including, without limitation, the interpretation or breach thereof, shall be submitted by either party to arbitration in Suffolk County, New York and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted by one arbitrator, who shall be (a) selected in the sole discretion of the American Arbitration Association administrator and (b) a licensed attorney with at least ten (10) years experience in the practice of law and at least five (5) years experience in the negotiation of technology contracts or litigation of technology disputes. The arbitrator shall have the power to enter any award that could be entered by a judge of the state courts of New York sitting without a jury, and only such power, except that the arbitrator shall not have the power to award punitive damages, treble damages, or any other damages which are not compensatory, even if permitted under the laws of the State of New York or any other applicable law. The arbitrator must issue his or her resolution of any dispute within thirty (30) days of the date the dispute is submitted for arbitration. The written decision of the arbitrator shall be final and binding and enforceable in any court having jurisdiction over the parties and the subject matter of the arbitration. Notwithstanding the foregoing, this Section shall not preclude either party from seeking temporary, provisional, or injunctive relief from any court.
• Read and Understood: Each Party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms and conditions.
• Duly Authorized Representative: If this Agreement is executed then each Party warrants that their representative whose signature appears on such signature pages is the duly authorized by all necessary and appropriate corporate actions to execute this Agreement.

The Term “Confidential Information” Means:

1. all information disclosed by Client to SEATTLE ADVERTISING, LLC in oral, written, graphic, recorded, photographic, machine-readable, or any other form related to or in connection with the website, including, without limitation, business plans, financial statements, trade secrets, customer information, existing or potential transactions with third parties, intellectual property rights, products, research and development, operations, website function, marketing, sales, pricing and trade know-how whether or not such information is marked or labeled “Confidential” or “Proprietary”; and
2. all information disclosed by Client to SEATTLE ADVERTISING, LLC in oral, written, graphic, recorded, photographic, machine-readable, or any other form related to or in connection with any actual, potential, or proposed arrangement, relationship, business opportunity, or transaction between Client and any third party whether or not such information is marked or labeled “Confidential” or “Proprietary.”

Confidential Information will be kept strictly confidential by SEATTLE ADVERTISING, LLC. In no event will SEATTLE ADVERTISING, LLC use the Confidential Information of Client for any purpose other than maintaining the website. No other rights, including, without limitation, licenses, trademarks, inventions, copyrights, patents, or any other intellectual property rights are implied or granted under this Agreement or by the conveyance of Confidential Information between the Parties.  This Section shall survive the termination of this Agreement.

Each Party agrees that the term “Confidential Information” does not include information that:

1. has been or becomes published or is now or is in the future in the public domain through no action of SEATTLE ADVERTISING, LLC;
2. prior to disclosure under this Agreement, is within the legitimate possession of SEATTLE ADVERTISING, LLC, as evidenced by competent written proof;
3. was or becomes available to SEATTLE ADVERTISING, LLC on a non-confidential basis from a third party not otherwise known to SEATTLE ADVERTISING, LLC to be prohibited from transmitting the information to SEATTLE ADVERTISING, LLC;
4. is independently developed or acquired by SEATTLE ADVERTISING, LLC without use of or recourse to the Confidential Information;
5. is disclosed with the prior written approval of Client; or
6. is transmitted to SEATTLE ADVERTISING, LLC after Client has received written notice from SEATTLE ADVERTISING, LLC that it does not desire to receive further Confidential Information or that it is terminating this Agreement.