Minisite and Specials

Terms and Conditions

Collectively, any person(s) or businesses entering this Agreement will be referred to as the "Parties."

The term "Client" shall refer to the person or business wishing to procure web design services from Forge Graphic Design, LLC.

The term "Designer" shall refer to Forge Graphic Design, LLC.

Purpose of the Agreement

Client wishes to hire Designer to provide services relating to Client’s website as detailed in this Agreement. Designer has agreed to provide such services according to the terms of this Agreement.

Terms

Services

Designer shall provide Client with the following services and/or products ("Services"):

Cost, Fees and Payment

The total cost ("Total Cost") for the initial build of the Client's website is $200 due upfront on or before project start. Client shall pay the Total Cost to Designer as follows:

The first payment for the initial building of website is a non-refundable retainer. At a minimum, Client agrees that the retainer fee fairly compensates Designer for committing to provide the Services and turning down other potential projects/clients.

After the initial build fee has been paid the Client agrees to pay the base monthly fee of the Minisite or Special site they have chosen on an automatic monthly recurring basis in perpetuity until Client wishes to cancel services or designer decides to stop rendering services. This recurring monthly fee will be charged automatically either by Electronic Bank Transfer or via a debit or credit card provided by the Client. This charge will occur on the 1st of every month. This charge is the monthly fee required to keep the website live and reasonably up to date and does not cover the cost of any future edits and/or services related to the website or any other service offered by the Designer. If Client has decided to supplement their website with add on services, they will be detailed below and added to the automatic and monthly recurring payment.

Client may opt to pay for access to the pro editor in which case the fee for Pro Editor Access will be added to the recurring monthly fee in the same month client requested access to the Pro Editor.

Details of Initial Build

Minisites

In order to make the service affordable to small businesses, the web sites offered under the "Minisites" service are built from templates. At the onset of service, client may choose a template to start from that has the general look and feel that they desire. The Designer will then spend up to 4 (four) hours tailoring the site the clients needs. Client understands that the features, design elements, functions, capabilities and components that can be added to a web site are to be done only if designer approves of their addition. The designer has the final say as to whether or not a particular edit or feature, design element, function, capability or component can be added to a client website within the project scope. This makes it so no client can opt into services and demand a website that will take much more time and resources than the services intended, protecting the designer and the clients that are using the services as they are intended. Should a client wish to add a feature that the designer deems to be outside of the scope of service, it can be done under a new agreement for custom web design services.

Specials

Specials are intended to be a low cost entry web site for those who need such an option. These websites are offered as is and client may change only the content that is determined by the designer. Designer will spend up to 2 (two) hours tailoring the web site to the client's specification as long as it is within the scope of service deemed by the designer. Should a client wish to add a feature that the designer deems to be outside of the scope of service, it can be done under a new agreement for custom web design services.

Cancellation

In order to make this service convenient and accessible to small businesses, services are offered on a month to month basis with no long term commitment required from either party. Should the Client decide to cancel services, the Designer is no longer entitled to any future payments agreed upon in this contract. Should the Designer wish to stop rendering services to the Client, the Client is not entitled to any refunds on the past services rendered.

In the event of cancellation of services whether it be the Client cancelling services or the Designer deciding to stop rendering services to the Client, any and all data, information, creative assets and information pertaining to services offered to Client may be deleted permanently.

Intellectual Property

In the event that any copyrighted work(s) are created as a result of the Services provided by Designer in accordance with this Agreement, Designer owns all copyrights in any and all work(s) it creates or produces pursuant to federal copyright law (Title 17, Chapter 2, Section 201-02 of the United States Code), whether registered or unregistered. Any and all products, whether tangible or intangible, produced or created in connection with, or in the process of fulfilling this Agreement, are expressly and solely owned by the Designer and may be used in the reasonable course of the Designer's business.

Permitted Uses of Product(s)

Client understands that websites and their contents are property of the Designer and may not be copied or distributed for use by any third party. Client is free to promote and share their website for the purposes of growing their business so long as the client does so in good taste and in a way that does not reflect negatively on the Designer. It is up to the discretion of the Designer to decide what constitutes good taste and whether or not Client has shared or promoted their website in a manner the reflects negatively on the Designer.

Artistic Release

Client has spent a satisfactory amount of time reviewing Designer's work and has a reasonable expectation that Designer will perform the Services in a similar manner and style unless otherwise specified in this Agreement.

Consistency

Designer will use reasonable efforts to ensure Client's desired Services are produced in a style and manner consistent with Vendor's current portfolio and Designer will try to incorporate any reasonable suggestion made by Client. However, Client understands and agrees that:

Every client is different, with different tastes, budgets, and needs; services are often a subjective art and Designer has a unique vision, with an ever-evolving style and technique; Designer will use its artistic judgment when providing Services for Client, which may not include strict adherence to Client’s suggestions;

Although Designer will use reasonable efforts to incorporate Client’s suggestions and desires when providing Client with the Services, Designer shall have final say regarding the aesthetic judgment and artistic quality of the Services.

Limit of Liability

Client agrees that the maximum amount of damages he or she is entitled to in any claim relating to this Agreement or Services provided in this Agreement are not to exceed the Total Cost of Services provided by Designer. This Total Cost does not include any future payments not yet made to the Designer.

Loss of Product.

In the event that any or all product(s) are lost, such as damage to or loss of a component of the product necessary for final delivery, Designer shall refund Client a pro-rated portion of the Total Cost based on the amount of Services that were completed/provided against the amount of Services that were agreed to be completed/provided.

Indemnification.

Client agrees to indemnify, defend and hold harmless Designer and its affiliates, employees, agents and independent contractors for any injury, property damage, liability, claim, financial loss or other cause of action arising out of or related to Services and/or product(s) Designer provides to Client.

Notice of Shared Media.

Client understands that the Designer assumes no liability and no responsibility for media provided by the Client and requested to be placed on Client website or other creative project. Client agrees that if they request the Designer uses Client provided media that all relevant permissions to do so have been obtained by Client.

Changes

Unless otherwise provided herein, Client shall pay additional charges for all changes requested by Client which are outside the Scope of the Services on a time and materials basis, at Designer’s standard hourly rate of $50 per hour, or in an amount separately agreed upon in writing in advance of the change. Such charges shall be in addition to all other amounts payable under this Agreement despite any maximum budget, contract price or final price identified therein. Designer may extend or modify any delivery schedule or deadline as required by such Changes.

Impossibility

Force Majeure.
No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) control, including, but not limited to, the following force majeure events (“Force Majeure Events”): (a) acts of God; (b) a natural disaster (fires, explosions, earthquakes, hurricane, flooding, storms, explosions, infestations), epidemic, or pandemic; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns or other industrial disturbances; and (i) shortage of adequate power or transportation facilities. The Impacted Party shall give Notice within [number] days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of [number] days following Notice given by it, the other party may thereafter terminate this Agreement upon Notice.

Failure to Perform Services.

In the event Designer cannot or will not perform its obligations in any or all parts of this Agreement, it (or a responsible party) will:

Immediately give Notice to Client via the Notice provisions detailed in this Agreement; and
Attempt to find another competent professional to take its place with the mutual agreement of Client(s);
If another competent professional is not available or Client(s) do not agree to transfer of obligations to said alternate professional, Company will issue a refund or credit based on a reasonably accurate percentage of services rendered; and
Excuse Client(s) of any further performance and/or payment obligations in this Agreement.

Appropriate Conduct/ Safe Working Environment

Project.

The Client(s) expressly agree(s) to take best efforts to provide [Designer] and Designer's staff with safe and appropriate working conditions. In the event of circumstances deemed by either [Designer] or a bystander to present a threat or implied threat of injury or harm to [Designer] staff or equipment, the [Designer] reserves the right to cancel all services remaining under this Agreement and leave the event. At the [Designer]’s discretion, the [Designer] may enact a three-strike policy. After the first offense, the [Designer] will make reasonable efforts to notify the Client(s) or a responsible party. If the Client(s) is/are able to respond to the threatening situation in a reasonable amount of time (maximum of 15 minutes), [Designer] shall resume work in accordance with the original terms of this Agreement. If the threatening behavior occurs for a second time, the Client(s) will agree to remove the offending person for the remainder of the event. If the behavior occurs a third time, the [Designer] will immediately leave the event. If the [Designer] leaves the event early due to any offending behavior, the Client(s) expressly agree to relieve and hold [Designer] harmless as a result of incomplete event coverage, or for a lapse in the quality of the [Designer's] work, and the Client(s) shall be responsible for payment in full.

Non Project.

The Client(s) expressly agree(s) to take best efforts to provide [Designer] and Designer's staff with a safe and appropriate professional relationship. In the event of circumstances deemed to present a threat or implied threat of injury or unprofessional, harassing language or behavior to [Designer] staff, [Designer] will make reasonable efforts to notify the Client(s). If the Client(s) is/are able to respond to the threatening situation in a reasonable amount of time, [Designer] shall resume work in accordance with the original terms of this Agreement. If the inappropriate behavior continues, the Client(s) will agree to relieve and hold [Designer] harmless as a result of incomplete services under this Agreement, or for a lapse in the quality of the [Designer's] work. The Client(s) shall be responsible for payment in full, regardless of whether the situation is resolved or whether [Designer] resumes work detailed in this Agreement.

Health & Safety.

Client(s) further understand that [Designer] complies with all health and safety laws, directives, and rules and regulations. Client(s) expressly agree(s) that during the [event/wedding/session] Client(s) and Client(s)’ agents shall not carry weapons or firearms, be exposed to severe illness, or request the [Designer] to do anything illegal or unsafe. Further, [Designer] will not provide services in any location or area deemed to be unsafe in its sole discretion, including, but not limited to, areas affected by communicable diseases, quarantined areas, or other similar occurrences. Under any of these circumstances, [Designer] reserves the right to end service coverage immediately and/or leave the [event/wedding/session]. [Designer] shall be entitled to retain all monies paid and Client(s) agree to relieve and hold [Designer] harmless as a result of incomplete event coverage, or for a lapse in the quality of the [Designer's] work.

General Provisions

The laws of Nebraska govern all matters arising out of or relating to this Agreement, including torts.

Severability

If any portion of this Agreement is deemed to be illegal or unenforceable, the remaining provisions of this Agreement remain in full force.

Notice

Parties shall provide effective notice (“Notice”) to each other via either of the following methods of delivery at the date and time which the Notice is sent:

Merger

This Agreement constitutes the final, exclusive agreement between the parties relating to the client website and Services contained in this Agreement. All earlier and contemporaneous negotiations and agreements between the parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement.

Amendment

The parties may amend this Agreement only by the parties’ written consent via proper Notice.