Terms & Conditions
In order to maximize the effectiveness of this business relationship, it is necessary for both parties to work to make sure information is shared freely, that both parties are working toward a common goal, and are protected from harm. Specifically, the parties agree:
Client agrees to provide MICHAELTIPPNER.COM with the information and content necessary to build and/or evaluate programs, plans and products as necessary and requested.
The Client’s right to use the work is conditioned upon receipt of payments as outlined below, and upon Client’s compliance with the terms of this agreement. Final files will only be released upon receipt of final payment. All payments are due within 10 days of invoice delivery. Late payments will be assessed a late payment penalty of 2%. MICHAELTIPPNER.COM is entitled to suspend services if any client account is past due. Deposit due upon signing of this proposal Additional payments due as specified in the “Investment” section of this proposal. If MichaelTippner.com must take legal action to collect any amount due hereunder, Customer shall pay all court costs plus attorney's fees incurred by MichaelTippner.com in bringing such legal action.
MICHAELTIPPNER.COM knows that much of the information Client may share with MICHAELTIPPNER.COM is sensitive and confidential (“Confidential Information”) and agrees to maintain its confidentiality. Confidential Information includes but is not limited to sales data, future product information, marketing plans, financial statements and other information which is designated as confidential or would be reasonably deemed confidential. This confidentiality obligation will not apply to any Confidential Information (a) in the public domain or otherwise generally known, (b) known by MICHAELTIPPNER.COM without obligation of confidentiality prior to Client disclosing such Confidential Information to MICHAELTIPPNER.COM, or (c) received by MICHAELTIPPNER.COM from a third party who is under no obligation of confidentiality with respect to such Confidential Information and who did not receive same from Client.
Representations and Indemnification by Client
Client represents and warrants that Client owns all rights, including intellectual property rights, to any elements of text, graphics, photographs, designs, trademarks, or other artwork or content furnished by Client to MICHAELTIPPNER.COM for use in connection with the Services, or that Client holds a written license for these rights that allows MICHAELTIPPNER.COM to use same in connection with the Services. Client agrees to hold harmless, indemnify, and defend MICHAELTIPPNER.COM and its directors, officers, affiliates, employees, agents, and subcontractors from and against any claim, suit, allegation, damages, costs, or expenses arising from publication and use of content or work product approved or accepted by Client or from a breach by Client of any representation or warranty in this Agreement.
Ownership & Usage
Subject to Client’s compliance with all terms of the Agreement (including payment in full) and Client’s approval of the work product, MICHAELTIPPNER.COM assigns to Client copyright to the final version of any work product delivered to Client arising from the Services (“Final Work Product”). MICHAELTIPPNER.COM shall retain ownership of all ideas, modules, components, designs, utilities, templates, concepts, analysis, specialized code, methods, techniques, algorithms, formulas, technical information, know-how and specifications invented or developed by MICHAELTIPPNER.COM (“Techniques and Component Elements”), and MICHAELTIPPNER.COM shall retain all copyright, patent, and other intellectual property rights therein. Subject to Client’s compliance with all terms of this Agreement, MICHAELTIPPNER.COM grants to Client a non-exclusive, worldwide, royalty-free license to use the Techniques and Component Elements solely as part of the Final Work Product. Without limiting the rights it has retained, MICHAELTIPPNER.COM shall have the right to create or develop derivative works of or other works which may be similar to the Final Work Product that MICHAELTIPPNER.COM has developed or created through the use of the Techniques and Component Elements. However, both parties agree that materials, websites, and other information delivered by MICHAELTIPPNER.COM shall remain the exclusive property of Client. Nothing in this Agreement is intended to convey any rights of ownership in such Client information to MICHAELTIPPNER.COM.
Scope of Service, Additional Scope & Change Requests
The scope outlined in this agreement constitutes the entirety of the items to be delivered by MichaelTippner.com. No additional features, specifications, etc. have been agreed upon outside of what is itemized within this document. Please bring additional scope items to MichaelTippner.com’s attention for inclusion in this agreement prior to initiating your project. MichaelTippner.com understands that your needs may evolve throughout the course of your project. Any changes to requirements outside the scope outlined in this contract are considered “change requests”. Your Project Manager will help you identify such requests and provide you with information regarding cost and time line implications. You may then elect to accept, defer, or decline the additional scope based on your needs.
Schedule & Cost Estimates
Schedule and cost estimates provided by MichaelTippner.com are based on information provided by Client and on certain assumptions made by MichaelTippner.com. Aspects of the cost contained in the Proposal may change as a result of modification of scope or clarifications that may be provided by Client at some later date. Any such modifications may, in the sole discretion of MichaelTippner.com, result in changes to the costs and timeline schedule estimates set forth herein. Additional time spent on the Project beyond the scope of the Proposal contained herein will be billed at the hourly rate of $75.00 per hour.
In the event of reasonable delays, MichaelTippner.com will make every effort to resume your project as quickly as possible given current resources. We reserve the right to adjust your time line at our discretion should the project be delayed by your team. Your project manager will work with you to outline time lines and deliverables at the beginning of your project in order to help you understand the project milestones. Project resources will only be made available for up to 4 weeks from the projected Project Go Live date. Should your project extend beyond this time frame, due to any of the reasons above, your project will be made inactive and you will be subject to project re-engagement fees (outlined below).
It is important to note that we cannot make our resources available to a project indefinitely. If a project is dormant (no milestones are completed) for more than 4 weeks, the project will become “inactive”. We will require at least 2 weeks of notice to “reactivate” a project.
Projects Placed on Hold
In the event that a Project is put on hold at the request of Client for longer than 3 weeks, MichaelTippner.com Interactive LLC will bill Client for all outstanding deliverables completed up to the date that the Project was placed on hold. Client will be deemed to have put a Project on hold in the event that Client is non-responsive to inquiries or fails to provide required material information, as determined by MichaelTippner.com Interactive LLC.
Client may, with the approval of MICHAELTIPPNER.COM, issue written directions for changes within the general scope of any Services to be ordered. Such changes may require a “Change Order” for additional work and MICHAELTIPPNER.COM and Client must agree in writing to such changes.
If requested review, content or access and/or materials are not provided from CLIENT for any period of 6 months or longer from the date of project kickoff, the original Agreement will be forfeited. In such situations, any initial deposits and/or payments made will be nonrefundable and a new proposal and terms will be required to proceed.
Should Client cancel a Project while in progress, either by written or oral notice of such cancellation, or by failure to provide requested information to MichaelTippner.com within a reasonable period of time, MichaelTippner.com reserves the right to invoice Client for all fees and expenses incurred up to the date of cancellation.
Out-of-pocket expenses such as telephone, postage, shipping, travel, lodging, and food related to specific projects for Client will be agreed upon in advance and evidenced by an exchange of letters or email verifying Client’s approval of said expenses. Client will be charged the actual costs for these expenses.
Client represents and warrants to MichaelTippner.com that: (1) it owns, or has acquired the express written authority to use all of the content Client gives to MichaelTippner.com, (“Client Content”); (2) Client Content does not contain any obscene, threatening, harassing, vulgar, defamatory, libelous, infringing or unlawful content; (3) Client Content does not infringe upon nor violate the rights of any third party, including copyrights and trademarks; (4) there are no claims against Client regarding Client Content; and (5) Client will at all times ensure that it is in compliance with the terms and conditions of any licensing contracts between Client and a third party.
All work is copyrighted and the sole property of MichaelTippner.com until final payment is received, at which time unlimited usage rights to the website design, graphics, and text are extended to the client, excluding third party components. MichaelTippner.com shall own, and retain all intellectual property rights in all preexisting material, information, know-how and data created. MichaelTippner.com reserves the right to use content and images from the project for its portfolio.
MichaelTippner.com provides support for our clients at our hourly rate of $75/ hour, billed in 15-minute increments. All support (including, but not limited site troubleshooting, updates, and error fixing) is considered billable unless otherwise noted.
Client agrees to allow MichaelTippner.com to place a backlink in any and all versions of web products.
Permissions and Releases
The Client agrees to indemnify and hold MichaelTippner.com, its directors, officers, shareholders, employees, contractors, and subcontractors harmless against any and all claims, costs, and expenses, including reasonable attorney’s fees, due to materials included in the work at the request of the Client for which no copyright permission or privacy release was requested, or for which uses exceed the uses allowed pursuant to a permission or release
EXCEPT AS EXPRESSLY SET FORTH HEREIN, MICHAELTIPPNER.COM'S SERVICES ARE PROVIDED “AS IS.” MICHAELTIPPNER.COM EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. MICHAELTIPPNER.COM DOES NOT WARRANT THAT THE SERVICES WILL MEET CLIENT’S SPECIFIC REQUIREMENTS OR THAT THE SERVICES WILL BE COMPLETELY ERROR-FREE, COMPLETELY SECURE OR UNINTERRUPTED. MICHAELTIPPNER.COM SHALL NOT BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY UNAVAILABILITY OR INOPERABILITY OF TELECOMMUNICATIONS SYSTEMS, THE INTERNET, SEARCH ENGINES, SOCIAL MEDIA SITES, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND BEYOND THE REASONABLE CONTROL OF MICHAELTIPPNER.COM. CLIENT ASSUMES ALL RISKS RELATED TO PROCESSING OF TRANSACTIONS RELATED TO ELECTRONIC COMMERCE. Client’s sole remedy for a breach of the foregoing warranty is to require MichaelTippner.com to correct or replace, at MichaelTippner.com’s election, the affected service if Client gives Notice to MichaelTippner.com of such breach within 6 months from the date the affected services were provided.
Limitation of Liability
Client agrees that MICHAELTIPPNER.COM’s total, aggregate liability to Client and any third party for any claim arising out of or related to this Agreement and/or the Services (“Claim”) shall be limited to the amount received by MICHAELTIPPNER.COM from Client for the particular Services giving rise to the claim. Claims limited by this section include, but are not limited to, Claims for contribution or indemnification related to third party claims arising out of the Services or any related work product; any losses, injury or damages to persons or properties arising out of or related to MICHAELTIPPNER.COM’s performance, omission, error, or negligence related to the Services or this Agreement; and any other claim. Notwithstanding anything to the contrary in this Agreement, MICHAELTIPPNER.COM shall not be liable for any special, indirect, consequential, lost profits, or punitive damages. The limitation of liability set forth herein is for any and all matters for which MICHAELTIPPNER.COM may otherwise have liability arising out of or related to this Agreement, whether the Claim arises in contract, tort, statute, or otherwise.
Client agrees to defend, indemnify and hold harmless MICHAELTIPPNER.COM from and against any and all claims, liabilities, suits, actions, proceedings, demands, damages, losses, costs, and expenses, including reasonable attorney’s fees, based upon a third-party claim arising, directly or indirectly, out of the Client Content.
Client’s exclusive remedy for any proven Claim arising out of or relating to this Agreement will be for MICHAELTIPPNER.COM, upon receipt of written notice, either (i) to use commercially reasonable efforts to cure, at its expense, the matter that gave rise to the Claim for which MICHAELTIPPNER.COM is determined to be at fault, or (ii) return to Client the fees paid by Client to MICHAELTIPPNER.COM for the particular Services provided that gives rise to the Claim. Client agrees that it will not allege that this remedy fails its essential purpose.
The term of this Agreement shall commence on the Effective Date and shall continue until all obligations under this Agreement have been fulfilled by both parties unless earlier terminated. Either party may terminate this Agreement at any time on fifteen (15) days prior written notice, in which case the Client will remain obligated for all services rendered up until the termination is effective. Additionally, with respect to Services for which MICHAELTIPPNER.COM invoices Client on a monthly retainer basis, Client may terminate this Agreement with respect to such Services upon fifteen (15) days prior written notice, and in the event of such notice MICHAELTIPPNER.COM will be entitled to payment in full for all such Services provided up until the conclusion of said fifteen (15) day period.
Insecurity & Adequate Assurances
If reasonable grounds for insecurity arise with respect to Client’s ability to pay for the Services in a timely fashion, MICHAELTIPPNER.COM may demand in writing adequate assurances of Client’s ability to meet its payment obligations under this Agreement. Unless Client provides the assurances in a reasonable time and manner acceptable to MICHAELTIPPNER.COM, in addition to any other rights and remedies available, MICHAELTIPPNER.COM may partially or totally suspend its performance or terminate this Agreement, in each case without any liability.
Should any part of this Agreement for any reason be declared invalid, such decision shall not affect the validity of any remaining provisions, which remaining provisions shall remain in full force and effect as if this Agreement had been executed with the invalid portion thereof eliminated, and it is hereby declared the intention of the parties that they would have executed the remaining portion of this Agreement without including any such part, parts, or portions which may, for any reason, be hereafter declared invalid. Any provision shall nevertheless remain in full force and effect in all other circumstances.
Integrated Agreement, Modification & Waiver
The Agreement is to be interpreted as one integrated agreement, constitutes the entire agreement of the parties concerning the matters referenced in the Agreement, supersedes any prior oral or written understandings regarding said matters, and may only be amended in writing signed by both parties. Waiver of breach of this Agreement by either party shall not be considered a waiver of any other subsequent breach.
The Client and MICHAELTIPPNER.COM acknowledge that MICHAELTIPPNER.COM is an independent contractor and not employed by Client, and that MICHAELTIPPNER.COM shall not have authority to bind the Client or otherwise incur any liability on behalf of the Client, except as specifically approved by Client. Client shall have no obligation whatsoever to provide any employee benefits or privileges of any kind or nature to MICHAELTIPPNER.COM, including, without limitation, insurance benefits, and worker’s compensation or pension benefits.
In any legal proceeding brought to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reimbursement of reasonable attorney’s fees and other costs and expenses incurred in that proceeding and in any subsequent appeals, in addition to any other relief to which it is entitled.
Each person executing this Agreement on behalf of a party hereto represents and warrants that such person is duly and validly authorized to do so on behalf of such party, with full right and authority to execute this Agreement and to bind such party with respect to all of its obligations hereunder. This Agreement may be executed (by original or telecopy signature) in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute but one and the same instrument.
Governing Law & Construction
This Agreement will be governed by and construed in accordance with the laws of California, without regard to the principles of conflicts of law. The language of this Agreement shall be deemed to be the result of negotiation among the parties and their respective counsel and shall not be construed strictly for or against any party.
Website Designer & Developer
Based in Mission Viejo, CA 92691,
Available across the U.S.A.