STANDARD TERMS & CONDITIONS
DESCRIPTION AND SCOPE OF SERVICES. The scope of A Place of Assembly’s services is in connection with the Services as described in the Proposal or Service Agreement attached hereto. All the terms of this Service Agreement shall govern the relationship between Client and A Place of Assembly and shall be made part of any Proposals or accompanying Service Agreements as if fully recited therein.
A PLACE OF ASSEMBLY’S RESPONSIBILITIES. A Place of Assembly will use its best efforts to complete the Services in accordance with the estimates, deliverables, and schedules set forth in any applicable Service Agreement. A Place of Assembly will perform all services in connection with the Services in a good and workmanlike manner, in accordance with the best practices of A Place of Assembly's industry, and the services and deliverables will conform to the applicable Service Agreement. Notwithstanding anything to the contrary in this Section 2, any dates determined or proposed by A Place of Assembly in any Proposal or Service Agreement or otherwise shall be treated as an estimate only, and A Place of Assembly shall not be liable for any failure to meet such date(s).
CLIENT RESPONSIBILITIES AND COOPERATION. Client will use best efforts to expeditiously render and communicate any decisions necessary for the continued uninterrupted progress of the Services. Client will provide all necessary information regarding the Client’s requirements for the Services. Any designs, photographs, graphics, artwork, code, text, schedules and specifications, services, information, surveys and reports provided by the Client pertaining to the Services will be furnished at the Client’s expense, and A Place of Assembly will be entitled to rely on the accuracy and completeness thereof. Client represents and warrants to A Place of Assembly that any text, graphics, photos, designs, animations, music, videos, code, trademarks, and other materials (the “Client Works”) furnished to A Place of Assembly for use in the Services are owned by Client, or that Client has permission from the rightful owner to use each of the Client Works, and will hold harmless, protect, and defend A Place of Assembly and its affiliates from any claim or suit arising from the use of such Client Works. Client further represents and warrants that Client shall obtain all necessary licenses and Client shall make all payments required to be made by such licenses directly to the appropriate licensing organization in full. A Place of Assembly shall have no responsibilities to any licensing organization for any license by Client or on Client’s behalf. Client further agrees to indemnify, defend and hold harmless A Place of Assembly for any use of Client Works in connection with the Services.
DISCLAIMER AND LIMITATION OF LIABILITY. Client acknowledges and agrees that all text, graphics, photos, designs, animations, music, videos, code, and other materials (the “Materials”) provided by A Place of Assembly represent A Place of Assembly’s interpretation of the Client’s goals, opinions and tastes and A Place of Assembly will not be liable for any change in Client’s goals, opinions and tastes following delivery and acceptance of the Materials by Client. A Place of Assembly will not be responsible for changes made to the Materials by or at the direction of Client; for the acts or omissions of any applicable contractor or any subcontractor, supplier or other person performing the work on the Services; or, for any failure of them to meet any schedules or completion dates by any and all subcontractors supplied by the Client. Client acknowledges and agrees that A Place of Assembly has not made any warranties or guarantees with respect to the economic, financial or other effects that Client may experience as a result of the Services. A Place of Assembly shall not be responsible or liable for Internet or electrical outages, acts of God, or delays or actions of any third parties, including but not limited to architects, contractors, and vendors. The aggregate liability of A Place of Assembly for any cause of action or claim (whether under contract, tort, or otherwise) shall be limited to the amount of fees to be paid to A Place of Assembly by Client hereunder. In no circumstance shall A Place of Assembly be liable for any loss whether direct or indirect of profits, business or anticipated savings or for any direct or indirect consequential loss arising out of, or in connection with the provision of the Services to the Client.
OWNERSHIP. Unless otherwise provided in the Service Agreement, all “Intellectual Properties” (hereinafter defined to include, but are not limited to, patents, trademarks, copyrights, and trade secrets) made or conceived by A Place of Assembly specifically in connection with the services and/or deliverables set forth in any applicable Service Agreement shall be and remain the exclusive property of A Place of Assembly. Subject to the terms and conditions of this Service Agreement, and conditioned on Client’s timely payment of all amounts payable hereunder, A Place of Assembly hereby grants to Client a fully-paid up, non-transferable, royalty-free license to: use, reproduce, copy, store, exploit and perform the final deliverables set forth in any applicable Service Agreement in connection with the corresponding Services set forth in any such Service Agreement. Notwithstanding the foregoing, A Place of Assembly as well as any of its independent contractors shall be entitled to include the final deliverables in their respective websites and professional portfolios.
CONFIDENTIALITY. The parties acknowledge that in the course of A Place of Assembly providing the Services hereunder, the parties, or their respective employees or consultants, may be supplied with or come into possession of information which is proprietary to the other party including without limitation, the material terms of this Service Agreement and information about a party’s clients and customers, sales, costs and other unpublished financial information, business plans, projections, marketing data and trade secrets (collectively, the “Information”). The parties agree that any Information received by the parties or their representatives during the term of this Service Agreement will be kept confidential and will not be revealed to any other person, firm, organizations or entity except to the parties’ agents, employees, and representatives in connection with the Services to be performed on behalf of Client who will (i) be informed of the confidential nature of the Information; and (ii) treat such Information in full confidence and shall not reveal any Information to any other person, firm, organization or entity.
THIRD-PARTY CONTRACTORS. If the Services require engagement of any third party contractors (each, a "3rd Party Contractor") to perform work, the Client will enter into contracts directly with any such 3rd Party Contractor. Notwithstanding the fact A Place of Assembly may provide Client 3rd Party Contractor recommendations, A Place of Assembly is not responsible for the performance, quality, timely completion or delivery of any work, materials or equipment furnished by any 3rd Party Contractor and shall not be required to oversee nor manage them. Under no circumstances shall A Place of Assembly be liable for any damages arising from the transactions between Client and any 3rd Party Contractor, even if A Place of Assembly has, upon Client’s request, accepted monies from Client into A Place of Assembly’s business account to pay for services to be rendered by a 3rd Party Contractor. A Place of Assembly hereby reserves the right to charge additional fees in the event A Place of Assembly oversees any 3rd Party Contractor.
FEES.
If the time or expense required to complete the tasks set forth in the Proposal or Service Agreement exceeds the estimates set forth, A Place of Assembly and Client will revisit such timelines and expenses and mutually agree on any adjustments in writing before proceeding with the work.
Any estimates, including the budget set forth in this Proposal or Service Agreement are strictly for purposes of informing the Client of potential services costs and Client affirms and agrees that such estimates are not binding, as actual costs or fees may vary. Any applicable Proposal or Service Agreement does not include any expenses for third party consultants, contractors and vendors.
Client shall be responsible for all applicable taxes.
EXPENSES. All expenses (copies, photographic reproductions, advertising fees, postage, overnight carriers, messengers, couriers, storage, parking, tolls, presentation materials, transportation, travel expenses, etc.) are fully reimbursable. If such charges are applicable, A Place of Assembly will notify Client, in writing, at least ten (10) days prior to any such anticipated expenses and reserves the right to charge Client from time to time, through an invoice.
PAYMENT METHOD. In relation to contracted work or applicable Service Agreements, A Place of Assembly will provide an invoice to be paid by Check or Direct Deposit.
LATE PAYMENTS. Unless otherwise stated in any applicable Service Agreement, all invoices are to be paid within 30 days of the invoice date. Any fees and expenses not paid when due shall bear interest at the rate of 1.3% of the then outstanding balance owed to A Place of Assembly per month until fully paid. In the event Client fails to make any payments, A Place of Assembly shall retain the right to remove, block, or otherwise suspend any services and/or materials under any applicable Service Agreement until any outstanding fees and any late charges are fully paid.
PROMOTION. Client hereby grants to A Place of Assembly the right to use Client’s name, logo, and any other trademarks for A Place of Assembly’s business and promotional purposes in any and all media, including but not limited to its website located at www.aplaceofassembly.com. Client acknowledges and agrees that A Place of Assembly will be entitled to advertise, for its own marketing purposes, its provision of the Services to Client and to include a hyperlink to Client’s website(s) and/or social media pages in such promotion.
TERMINATION & RENEWAL. This Service Agreement may be terminated by either party upon the other party’s default or breach of any obligation or representation contained in the Service Agreement, provided that termination may not be made unless written notice specifying nature of the default or breach is given to the concerned party and such party fails to cure such default in performance within fifteen (15) days from the date of receipt of such notice. Either party may terminate for any reason upon thirty (30) days written notice to the other party. Annual Service Agreements carry a written termination notice of sixty (60) days prior to the termination date. Termination shall be without prejudice to any and all other rights and remedies of A Place of Assembly and Client shall remain liable for all outstanding obligations owed by Client to A Place of Assembly including any accrued and unpaid fees as of the termination date. Annual Service Agreements are subject to automatic renewal for subsequent annual terms, unless Client provides written notice of termination at least sixty (60) days prior to the expiration of the current term.
NON-CIRCUMVENTION. Client agrees that it will not, during the term of its relationship with A Place of Assembly, and for a period of twelve (12) months after the relationship between them terminates for any reason or no reason, take any action to circumvent the relationship between Client and A Place of Assembly by directly entering into any business transaction, and/or making any contract with A Place of Assembly’s contractors, vendors and/or consultants without the express prior written consent of A Place of Assembly.
FORCE MAJEURE. Except for the payment of fees and expenses by Client, if the performance of any part of this Service Agreement by either of the parties is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, mechanical or electronic breakdowns, act of God or any other causes substantially beyond the control of either of the parties, that party shall be excused from such to the extent and only for such period that it is prevented, hindered or delayed by such causes. A Place of Assembly’s obligations hereunder are also subject to A Place of Assembly’s ability, using its commercially reasonable efforts, to comply with any and all laws, regulations, orders and other governmental directives.
INDEMNIFICATION. Client hereby agrees to indemnify and hold A Place of Assembly harmless from and against any suits or claims (including, but not limited, to suits or claims relating to injuries to property or persons, including death), damages, losses and expenses (including, but not limited to, reasonable attorneys’ fees and disbursements) arising out of, related to or resulting from: (i) the performance of the Services; (ii) the Services, itself; (iii) use of any Client Works; or (iv) breach of any of Client’s warranties hereunder.
NO EXPRESS OR IMPLIED WARRANTY. ALL SERVICES PROVIDED UNDER THIS SERVICE AGREEMENT ARE PROVIDED TO Client "AS IS," "WITH ALL FAULTS," AND "AS AVAILABLE" BASIS. A PLACE OF ASSEMBLY DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, IN REGARD TO ANY INFORMATION, PRODUCT, OR SERVICE FURNISHED BY IT UNDER THIS SERVICE AGREEMENT, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
INDEPENDENT CONTRACTOR. The relationship between A Place of Assembly and Client shall be that of an independent contractor. Nothing contained in this Service Agreement will be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship.
ARBITRATION, CHOICE OF LAW, MISCELLANEOUS. In any dispute over the provisions of this Service Agreement, except for non-payment by Client, if the parties cannot resolve the dispute to their mutual satisfaction, the matter shall be submitted arbitration in accordance with the rules of the American Arbitration Association in New York, New York. All parties shall initially share the cost of arbitration, but the prevailing party or parties may be awarded attorney fees, costs and other expenses of arbitration. All arbitration decisions shall be final, binding and conclusive on all the parties to arbitration, and legal judgment may be entered based upon such decision in accordance with applicable law in any court having jurisdiction to do so. This Agreement will be governed by the laws of the State of New York, and the parties hereby submit to exclusive personal jurisdiction and venue in the state and federal courts located in New York, New York. This Agreement represents the entire Service Agreement between Client and A Place of Assembly and supersedes all prior negotiations, representations or agreements, either written or oral, all of which are rescinded. This Service Agreement may be amended only by a written instrument signed by the parties.