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Proposal Terms and Conditions

1. PAYMENT

The Client agrees that the credit card on file will be charged for retainer fees every 30 days.  Payments rendered are considered fully earned and non-refundable. It is incumbent upon the Client to utilize the support he/she has paid for each month.  If payment is not complete, work will be put on hold until the balance is cleared.

The Planning and Strategy Fee will be charged upon signing the contract.

The Monthly Retainer will be charged the day the contract is signed and then every 30 days until the termination of this agreement.

2. RELATION OF PARTIES

The performance by Vendor of its duties and obligations under this Agreement will be that of an independent contractor, and nothing herein will create or imply an agency relationship between Vendor and Client, nor will this Agreement be deemed to constitute a joint venture or partnership between the parties.

3. EMPLOYEE SOLICITATION

During the period of this Agreement and for twelve (12) months thereafter, neither party will solicit, directly or indirectly, the employment of any employee, former employee, subcontractor, or former subcontractor of the other party that (a) concerning Vendor, performed the Deliverables for Client, or (b) concerning the Client, oversaw the performance of the Deliverables. The terms “former employee” and “former subcontractor” will include only those employees or subcontractors of either party employed or utilized by that party on the Effective Date of this Agreement. Both parties agree that nothing contained herein shall prohibit the other party from employing general recruiting strategies, such as advertisements, posting positions on either party’s web sites, and other similar methods.

4. PROJECTS COMPLETION

Basic office support receives 24-48 hour response time. Each new or special project requires a minimum of three (3) days lead time. The Client will provide sufficient notice and allow for reasonable timeframes for project completion. Rush projects of 24 hours or less and projects requiring weekend or holiday work may be subject to a 25% surcharge and/or other rush fees. Simply Online reserves the right to refuse any project or service request.

5. MATERIALS & INFORMATION

The Client will provide all content, outlines, photos, product images, etc., necessary for any special projects. Source material must be clear and legible. The Client is responsible for furnishing all pertinent information and furnishing accurate, truthful, and complete information necessary for Simply Online to perform or complete the contracted services or projects.

Simply Online hereby assigns to the Client all right, title, and interest in the work produced under this Agreement, except that Simply Online retains display right in work, i.e., for use in portfolios, exhibitions, and other self-promotion channels.

6. ACCURACY

The Client agrees that the accuracy of information supplied to Simply Online is the Client’s sole responsibility. Simply Online is not responsible and shall not be held liable for the results of services performed based on inaccurate, incomplete, or untruthful information furnished by  Client. Client assumes full responsibility for acceptance of work or services performed and agreed upon, as well as final proofing and accuracy. Simply Online is not responsible for errors or omissions.

7. CONFIDENTIALITY 

Confidentiality is of the utmost importance to us.  All our account managers sign a confidentiality agreement for any proprietary information.  This could include (but not limited to): products, pricing, plans, business affairs, personal information, etc.

And other information (collectively “Information”) which are valuable, special, and unique assets of the Client. Simply Online agrees not to, at any time or in any manner, either directly or indirectly, use any Information for Simply Online’s own benefit, or divulge, disclose, or communicate in any manner any information to any third party without the prior written consent of the Client. Simply Online will protect the Information and treat it as strictly confidential. A violation of this article shall be a material violation of this Agreement.

The confidentiality provisions shall remain in full force and effect after the termination of this Agreement.

8. LATE PAYMENTS

Payments not received by the due date will result in work cessation. Simply Online reserves the right to refuse completion or delivery of work until past due balances are paid. Monthly late charges of $10.00 or 1.75% (APR of 21%), whichever is greater, will be assessed on unpaid balances every 30 (thirty) days.

9. INDEMNIFICATION/RELEASE OF LIABILITY

The Client shall indemnify, defend and save Simply Online harmless from all suits, costs, damages, or proceedings, including, but not limited to, Simply Online’s services, of any litigation in which the Client is a party. The Client shall pay all expenses incurred by Simply Online, including, but not limited to, all attorneys’ fees, costs, and expenses incurred should Simply Online be named a party in any litigation to which the Client is a party. The Client shall further indemnify and hold harmless Simply Online and its agents, officers, and directors from liability for any claims, costs, suits, and damages, including attorneys’ fees arising directly or indirectly out of or in connection with the operation of Client, and from liability for injuries suffered by any person relating to the Client. This agreement to indemnify Simply Online is not limited to any acts or omissions, statements, or representations made by Simply Online in the performance and/or nonperformance of Simply Online’s duties hereunder and relating to all contractual liabilities, which may be alleged or imposed against Simply Online. All reasonable precautions will be taken to safeguard the property entrusted to Simply Online. Simply Online will not be held liable for loss, destruction, or damage of any kind resulting from items which are lost or delayed in transit, whether such transit is electronic, fax, mail, or otherwise, nor for unauthorized use by others of such property. Simply Online will not be held liable for any incidental, consequential, or indirect damages, including without limitation damages for loss of profits, business interruption, loss of information, plagiarism, etc. Simply Online will not be held liable for typographical omissions or errors.  Any liability on the part of Simply Online as determined by a court of law will be limited to an amount not to exceed one month’s retainer.

10. TERMINATION AND REFUNDS

Either party may terminate retainers for any reason with 30 (thirty) days advance written notice of intent to cancel. Retainer fees are still due in full for the intended month of cancellation if proper notice is not provided.

Due to the nature of the web and the time involved, refunds are not given for any reason. Simply Online reserves the right to refuse service to any company or individual at our discretion.

11. COMPLETE AGREEMENT

This Agreement, its Amendments, and referenced Attachments constitute the full and complete Agreement between the parties and supersedes all prior understandings and Agreements, including any prior Agreements, whether written or oral, between the parties. The parties acknowledge that they have relied solely on the covenants and representations outlined in this Agreement and no others. Any amendments to this Agreement shall be in writing and signed by the party against whom enforcement of any waiver, change or modification or discharge is sought.

12. ACKNOWLEDGMENT

The Client acknowledges that he/she has read this Agreement and has been allowed to discuss and review this Agreement with attorneys of his/her choice and that copies of the Agreement were provided to him/her before this Agreement’s execution.

13. APPLICABLE LAW; VENUE

This Agreement shall be governed by and construed according to the State of Utah laws and shall not be construed against the drafter. The parties agree that any suit or action relating to this Agreement shall be instituted and commenced exclusively in Salt Lake County, Utah. The parties hereby waive the right to change such a venue and hereby consent to such courts’ jurisdiction.

14. FEES AND COSTS

In the event of legal action arising out of this Agreement, the prevailing party in such legal action or proceeding shall be entitled to an award of costs and reasonable attorney fees in addition to any other relief awarded.

15. SEVERABILITY 

If any provision of this Agreement is held or deemed to be invalid or unenforceable to any extent when applied to any person or circumstance, the remaining provisions hereof and the enforcement of such provisions to other persons or circumstances, or any other extent shall not be affected thereby, and each provision hereof shall be enforced to the fullest extent allowed by law.

The terms and conditions may be modified or amended as necessary only by a written instrument signed by both parties. By signing this Retainer Agreement, I indicate that I understand, agree to, and accept the terms and conditions as contained herein.

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