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Services Agreement

This agreement is entered into by and between you, hereinafter known as “Client”, and Modern Pixel LLC, a North Carolina limited liability company, hereinafter known as “Modern Pixel” (collectively referred to as the “Parties”).

Recitals

Modern Pixel is in the business of creating custom website designs, providing web hosting, internet marketing, ongoing maintenance, and related services. Client wishes to utilize the services of Modern Pixel for this purpose as well as for other related services as set forth below.

Terms of the Agreement

In consideration of the foregoing and the mutual promises contained herein, Modern Pixel and Client agree as follows:

  1. Engagement of and Payment to Modern Pixel. Client hereby agrees to engage and pay Modern Pixel for the services to be provided as set forth within the proposal. Past due payments shall bear interest at the rate of 1.5% per month from the due date.
  2. Property Rights. Upon final payment of the Services, ownership of the completed assembled website—including website design, graphics, text, the HTML source code, and logo—shall be transferred to Client. Rights to stock photographs, other source code, and computer programs are specifically not transferred to Client and remain the property of their respective owners.
  3. Warranties and Representations. Client acknowledges and agrees that Modern Pixel has no control of changing external economic and social factors that can affect Client’s business, and that any of the services and products that Modern Pixel provides cannot and will not guarantee that Client’s sales, revenue, income, or business activity will increase.
  4. Start and Completion of Services. Client acknowledges that Modern Pixel’s start and completion of the Services are dependent upon Client providing materials including but not limited to text, images, videos, and any special input and instructions regarding said content (collectively, “Content”), including timely approvals from Client. Client agrees to provide Modern Pixel with all Content needed to complete the Services within thirty (30) calendar days of any request from Modern Pixel. Any delay by Client will affect the completion of the Services. In the event that Client does not provide Modern Pixel with the requested Content in a timely manner, Client agrees that Modern Pixel may use filler content of Modern Pixel’s choosing to complete the Services. Client acknowledges that Modern Pixel is not responsible and agrees to hold Modern Pixel harmless for any delays or damages resulting from Client’s failure to make such submissions in a timely manner.
  5. Meetings and Approvals. Client agrees to meet with Modern Pixel as required by Modern Pixel until the project is completed. Milestone approvals and sign-offs must be responded to within dates specified by Modern Pixel. No response of ten (10) calendar days by Client shall constitute that the milestone or sign-off is approved by Client.
  6. Changes/Additions to Agreed Upon Services. In the event Client wishes to make changes to work associated with a project that has been completed, approved, and signed off, Client agrees to reengage under a new services agreement for the requested scope of services.
  7. Electronic Commerce; Conditions Affecting Performance.Electronic Commerce. Client understands and acknowledges that, from time to time, State, Federal, and local laws and regulations may change, to include taxes, assessments, tariffs, and levies which pertain to internet electronic commerce. Client agrees that Client is solely responsible for compliance with any and all laws and regulations and is responsible for all taxes, assessments, tariffs, and levies.
    Conditions Affecting Performance. Certain conditions beyond the control of Modern Pixel may affect Modern Pixel’s ability to perform obligations provided for under this Agreement. These conditions may include, but are not limited to, labor shortages, internet outages, changes in supported technologies, Acts of God, or circumstances or causes beyond the control of Modern Pixel. Modern Pixel shall not be liable for—and Client agrees to hold Modern Pixel harmless from—any delays, cancellations, or terminations that result in damages of any kind to Client as the result of any such conditions or circumstances.
  8. Use of Client’s Materials. Should Modern Pixel, upon Client’s written request, verbal instruction, or delivery of materials, utilize Client’s materials which may include, but are not limited to, photographs, text, software, code, copyrighted material and/or materials that may be owned by third parties (“Client’s Materials”), Client acknowledges and agrees that neither Modern Pixel nor its employees, agents, or anyone acting on its behalf have made any representation to Client regarding Client’s entitlement to use Client’s Materials. Client acknowledges and agrees that Client has relied on its own investigation to establish whether Client is entitled to use Client’s Materials. Client agrees to defend, indemnify, and hold Modern Pixel, its employees, agents, or anyone acting on its behalf harmless from any and all claims of any kind including, but not limited to, all lawsuits for damages, royalties, penalties, interest, legal fees, expert fees, and court costs of any kind (“Claims”) arising out of, related to, or alleged to arise out of or relate to any use of Client’s Materials unless such Claims are due to Modern Pixel’s gross negligence or intentional misconduct.
  9. Final Product Testing. Modern Pixel will perform quality assurance and functional testing; however, Client agrees that Client shall still test the functionality of any website created by Modern Pixel to ensure that it is working pursuant to the Client’s needs before it is used for Client’s business or other related purposes. If Client discovers that any website is not functioning properly, Client shall immediately notify Modern Pixel in writing by email. Client agrees that if Client fails to test the functionality of any website and suffers damages as a result, Client shall hold Modern Pixel harmless from any and all damages of any kind suffered by Client.
  10. Amendments. This Contract may be modified or amended in writing by mutual agreement between the Parties, if the writing is signed by the party obligated under the amendment.
  11. Cancellation. By entering into this agreement you agree to pay invoices for the term length of the agreement, when applicable. You may cancel your plan at any time with thirty (30) days advance written notice provided and acknowledged via email. Cancellation prior to meeting any minimum terms will require a fifty percent (50%) payment of the contract balance. Client must keep a valid credit card on file at all times and authorizes Modern Pixel to bill this credit card.
  12. Attorney’s Fees, Costs, Venue, and Governing Law. In the event any dispute arising between the Parties results in the filing of a lawsuit, the prevailing party, as determined by a court of competent jurisdiction, shall be entitled to an award of its reasonable attorney’s fees and taxable costs. Venue for all disputes related to or arising out of this Agreement is proper only in Union County, North Carolina. This Agreement shall be governed by the laws of the State of North Carolina.
  13. Mediation. Before any lawsuit is filed, the Parties to this Agreement must engage in a total of four (4) hours of mediation unless the Parties agree in writing otherwise. If the mediator cannot be agreed upon by the Parties, then each Party will select one mediator and those mediators shall agree upon one mediator to preside over the matter. The presiding mediator’s fees shall be split equally between the Parties.
  14. Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid, or unenforceable, such provision shall be fully severable.

By proceeding with payment or written acceptance of a proposal or scope of work, Client acknowledges and agrees to the terms of this Services Agreement.