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.
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.
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.
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.
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.
We do not guarantee exclusivity (working with only one company in a given industry or region) unless your signed contract explicitly states otherwise. We do not disclose all of our clients publicly (and some are are under confidentiality agreement) but we agree not to use or disclose any proprietary information to any competitor of yours. We do offer exclusivity agreements under certain circumstances. If this is important to you please request exclusivity prior to engaging with us so we can negotiate new terms for the engagement.
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.
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.
We may write your copy, however we are not a law firm. It is your responsibility to have your legal team review all content we provide. In the event that you get sued, we are not liable for damages. See limit to liability below as well.
Website accessibility to those with disabilities is a complex topic. We believe firmly that the web should be accessible to all people. Our website builds include quality assurance testing that includes standard accessibility according to current industry standards. However, accessibility is a constantly evolving subject and what we do today may not mean compliance tomorrow. We are not liable for any damages or additional work required in the event of a lawsuit, settlement or compliance audit. If this subject is critical for your organization or you wish to do the right thing by default, we recommend you reach out to our collective which includes non-profit partners, legal teams and specialists that offer additional support on this subject ongoing to ensure compliance.
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.
Arbitration. All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in the state of [insert state in which parties agree to arbitrate] or another location mutually agreeable to the parties. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys’ fees. Any such arbitration shall be conducted by an arbitrator experienced in [insert industry or legal experience required for arbitrator] and shall include a written record of the arbitration hearing. The parties reserve the right to object to any individual who shall be employed by or affiliated with a competing organization or entity. An award of arbitration may be confirmed in a court of competent jurisdiction. The losing party will pay or reimburse the prevailing party’s costs of arbitration. The arbitrator has the right to split assignment of arbitration costs between parties if the judgement is not clear or is split on a clear winning or losing judgement.