Terms of Service

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We Love Transparency, Honesty, and Integrity.

That’s why we have this posted publicly. So kick back and enjoy reading our Standard Terms of Service that applies to anyone hiring us

The following Terms of Service and Legal Disclosure must be accepted by any party (also referred to as Client, Customer or simply “you”) that uses any of the Highforge Solutions, LLC  (Highforge) services. Acceptance is gained by verbally or in writing agreeing to engage in services.

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You are hiring us Highforge Solutions LLC located at 250 N Orange Ave Ste 1010 B. Of course it’s a little more complicated, but we’ll get to that.

Billing

Assets and work we complete remain the property of Highforge until payment is made in full.  Once payment in full is received, all work completed by Highforge will be released under a work-for-hire agreement excepting any open-source, licensed, or prior-owned assets or code used in production. Unapproved drafts, mockups, strategies and other creative work performed stays with us unless requested and paid for additionally. Due to the nature of our work, dozens, if not hundreds of various file types can be created for each asset. It’s your responsibility to tell us what formats you need them in at the time of final payment.  If you don’t specify, we’ll provide them in one of a few standard formats.  Requests for files or additional formats at a later date may incur additional cost.

Payment for ongoing services such as, but not limited to, an Agency of Record retainer, website hosting, call tracking phone services, domain name registrations, email hosting, software/service licenses, software development and media buying must remain current for services to continue. Nonpayment will result in suspension of these services.  Transfer access to these services will not be granted until payment is made in full including all late fees.

We reserve the right to suspend all services in the event of nonpayment for one or more other services we provide. On receipt of payment in full, services will be reactivated. We reserve the right to charge a reasonable reactivation fee for each service in question.

Media expenses will be paid up front before the media campaigns are activated (or paid directly to the vendor as necessary). For ongoing media campaigns, estimated monthly media costs will be billed at the beginning of the month. The first month’s media expenses must be received before the campaign begins.

Payment for media expenses must remain current for campaigns to remain online. It is understood and agreed that the payment requirements of suppliers are such that you must cooperate so we can pay commitments promptly and maintain its recognition and good credit standing.

A service charge of 1-1/2% (18% per annum) will be charged on all sums not paid within a 30-day period after due date of invoice or service receipt. You agree to pay all costs of collection and a reasonable attorney’s fee incurred in the collection of past due accounts. This contract shall be governed by the laws of the State of Florida.

Breaking Up

Unless the signed contract states otherwise, both parties have the right at any time, with 30 days (thirty days) written notice, to end the relationship which will cancel any plans, schedules, services or work in progress. You agree to indemnify Highforge against any loss, cost or liability, including attorney’s fees, it may sustain as a result of such action. Any termination of this Agreement, howsoever such termination occurs, will not release you from financial obligations on projects open at your request by us. We will be entitled to the commission, fees and payments for services performed prior to your instructions to cancel and for advertising and materials placed or delivered thereafter if Highforge is unable to halt such placement or delivery. Under no circumstances will we be obligated to breach any contractual commitment to others.

Once services are ended and after we receive payment for all outstanding invoices, we’ll transfer, assign and make available to you all property and materials in our possession or control belonging to you. If services are cancelled and it takes a lot of additional work for us to get you copies of stuff, we reserve the right to bill for the time it takes to get you the stuff you need.

We can’t guarantee that our work will be error-free and so we can’t be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you’ve advised us of them. Finally, if any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this contract and shall not affect the validity and enforceability of any remaining provisions.

Standard of Care

Highforge will perform services under this Agreement with the degree of skill and diligence normally practiced by Digital Agencies performing the same or similar services.  Highforge shall comply with applicable federal, state and local laws and regulations governing the Scope of Services provided.  No other warranty or guarantee, expressed or implied, is made with respect to the services furnished under this Agreement.

Confidentiality

It shall be our duty to as the agency not to discuss any confidential information entrusted to us by you without authorization except in the case .

Ethical Advertising

We abide by all Codes of Advertising Standards and Industry Ethics and other codes and standards laid down by media to ensure that all advertising placed is legal, in good taste, honest and truthful. If required or requested, client agrees to supply objective factual evidence to support any product claims made.

Ongoing Services Cancellation

Most of our clients work with us ongoing as their digital partner and have us on retainer as their Digital Agency of Record. From time to time business owners retire, corporations get bought, or things change and you might not require our services.  In this case all we need is 30 days’ notice (unless your contract explicitly states otherwise).

We Try Harder Than Anyone, But No Project is Perfect

We can’t guarantee that the functions contained in any web page templates or in a completed design will always be error-free and so we can’t be liable to you or any third party for damages, including lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate this web site and any other web pages, even if you have advised us of the possibilities of such damages.

Ownership, Custody and Control of Property

You guarantee to us that any elements of text, graphics, photos, designs, trademarks, or other artwork that you provide us for inclusion in our projects are either owned by you, or that you have permission to use them.

All creative work, plans, ideas, programming made by Highforge remain the property of Highforge until the total project is paid for in full. When we receive your final payment, copyright is automatically assigned as follows:

You own the graphics and other visual elements that we create for you for this project. We will give you a copy of all files and you should store them really safely as we are not required to keep them or provide any native source files that we used in making them.

You also own text content, photographs and other data you provided, unless someone else owns them. We own the XHTML markup, CSS and other code and we license it to you for use on only this project.

We love to show off our work and share what we have learned with other people, so we  also reserve the right to display and link to your completed project as part of our portfolio and to write about the project on web sites, in magazine articles and in books about web design.

Don’t Steal Folks

Our people are awesome, yours are awesome. Let’s agree that both parties agree to withhold from recruiting employees from each other’s organizations throughout the working relationship and one year following completion of the contractual agreement.  The fee for violating this portion of the agreement is 20% of the employee’s first year salary and reasonably expected commissions to be paid in full, due on the date of hire and will stand regardless of how long they work for the new organization.

Transfers

You cannot transfer this contract to anyone else without our permission. This contract stays in place and need not be renewed. If for some reason one part of this contract becomes invalid or unenforceable, the remaining parts of it remain in place.

 

The Following Terms Shall Also Apply

Intellectual Property. For as long as Highforge is providing services to you, Customer hereby grants Highforge Solutions, LLC (Highforge) a royalty-free, worldwide, nonexclusive right and license to use, copy, reproduce, modify, use, display and transmit to the public all trademarks, service marks, artwork, logos, copyrightable works or other information or materials of a proprietary nature which are communicated and/or forwarded by Customer to Highforge in order for Highforge to provide services to Customer, all as reasonably determined by Highforge (collectively, “Intellectual Property”). Customer represents and warrants that it has proper title to all of the Intellectual Property and that it is entitled to use such Intellectual Property in the manner contemplated herein and that Customer is entitled to grant Highforge the right to use such Intellectual Property as set forth above. Customer shall indemnify Highforge against all claims, damages, demands, liability, costs and fees (including reasonable attorneys’ fees) whatsoever arising out of or in any way connected to a breach of the representations and warranties contained in this Section.

Limited warranty. Except for those warranties contained herein, Highforge expressly disclaims any and all other warranties express or implied including those of merchantability or fitness for any purpose not expressly set forth herein. No affirmation of Highforge, by words or actions, other than as set forth in this section shall constitute a warranty.

Limitation of liability. Highforge’s liability (whether under the theories of breach of contract or warranty, negligence or strict liability) for services rendered or non-performance of services shall be limited to Highforge crediting or paying customer an amount equal to the purchase price of such services. In no event shall Highforge be liable for consequential damages.

Limitation of damages neither party shall be liable to the other for any lost profits, or any indirect, special, incidental, consequential or punitive loss or damage of any kind, or for damages that could have been avoided by the use of reasonable diligence, arising in connection with the agreement, even if the party has been advised or should be aware of the possibility of such damages.

Notwithstanding anything else in the agreement to the contrary, the maximum aggregate liability of Highforge and any of its employees, agents or affiliates, under any theory of law (including breach of contract, tort, strict liability, and infringement) shall be a payment of money not to exceed the amount payable by customer for three months of service.

Cost and Expenses of Enforcement. Customer is responsible for all costs and expenses incurred by Highforge in enforcing its rights, including, without limitation, reasonable costs and attorneys’ fees related to any lawsuit or claim by and/or between Customer and Highforge, which shall be assessed for each prevailing action and be due upon determination of fault. In the event of Customer’s breach of any obligation (which includes, but is not limited to, Customer’s failure to pay), Customer agrees to pay all reasonable attorneys’ fees, collection fees and costs of Highforge, including those incurred post-judgment, in any action brought to enforce the terms and conditions of any transaction. Furthermore, Customer acknowledges and agrees that Highforge may seek equitable relief without the necessity of posting a bond.

Indemnification. Customer, for itself and its employees, agents, executors, administrators, successors or assigns (“Customer Parties”), agrees to indemnify, defend and hold Highforge and Highforge’s present and future officers, directors, employees, shareholders and agents (the “Indemnified Parties”) harmless from and against any and all liabilities, penalties, fines, forfeitures, demands, claims, causes of action, suits, losses, damages, and costs and expenses incidental thereto (including, but not limited to, all costs of defense, settlement, reasonable attorneys’ fees and other litigation expenses incurred in a judicial or administrative action), which any or all of the Indemnified Parties may hereafter suffer, incur, be responsible for or pay out as a result of any breach of any obligation by any of the Customer Parties, including, without limitation, any breach of these Terms of Use, or as a result of any violation or alleged violation of statutes, ordinances, orders, rules or regulations of any governmental entity or agency, or any negligent or willful act or omission by any of the Customer Parties.

Applicable Law. These Terms of Use shall be governed by and construed under the laws of the State of Florida and any disputes under these Terms of Use shall be litigated in Federal or State Courts located in Orlando, Florida.

Contact Us. If you have any questions or concerns regarding our Terms of Use or any questions about our site, please email us.

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