Assumptions, Dependencies, and/or Constraints

1. (Client) will designate a point-of-contact who will expedite all Contractor requests for elements needed during the design and development process, such as written contents, photographic/graphic images, etc.

2. The Client will provide access to any technical environment that contributes to the overall functioning of the web site (i.e. external host system). Access can include both development and testing activities. Any needed technical support for the 3rd party environment must also be provided. Until the project is considered deliverable and the project is accepted.

Terms and Conditions

Time for Payment

All invoices are payable within 30 days of receipt. A 1 1/2% monthly service charge is payable on all overdue balances. The grant of any license or right of copyright is conditioned on receipt of full payment. the Client shall assume responsibility for all collection of legal fees necessitated by default in payment.

Estimates

If this form is used for an estimate or assignment confirmation, the fees and expense shown are minimum estimates only. Final fees and expenses shall be shown when invoice is rendered. The Client’s approval shall be obtained for any increases in fees or expenses that exceed the original estimate by 10% or more.

Rejection/ Cancellation

The client shall not unreasonably withhold acceptance of, or payment for, the project. If, prior to completion of the project, the client observes any nonconformance with the design plan, the designer must be promptly notified, allowing for necessary corrections. rejection of the completed project or cancellation during its execution will result in forfeiture of deposit and the possible billing for all additional labor or expenses to date. All elements of the project must then be returned to the designer. Any usage by the client of those design elements will result in appropriate legal action. Client shall bear all costs, expenses, and reasonable attorney’s fees in any action brought to recover payment under this contract or in which Vuepoint I.T., LLC may become a party by reason of this contract.

Claims Period

Claims for defects, damages, and/or shortages must be made by the client in writing within a period of seven (7) days after delivery of all or any part of the order. Failure to make such claim within the stated period shall constitute irrevocable acceptance and an admission that they fully comply with terms, conditions, and specifications.

Proofing of final project

Vuepoint I.T., LLC shall make every effort to ensure the final product is free of any grammatical and spelling errors, before giving the final product to the client. It is agreed that it is the client’s responsibility to ensure that there are no spelling or grammatical errors contained in the final product. Vuepoint I.T., LLC will provide a”proof approval form” with every revision requested by the client. In order for the job to be delivered (to client, printing press, bindery, mail-house or “have it go live” on the world wide web), aside from agreed payment schedule, client must provide Vuepoint I.T., LLC a signed “Proof Approval Form” stating the project is “OK As Is” for final production/ delivery.

If the client fails to provide the “Proof Approval Form” signed, Vuepoint I.T., LLC holds the right to stop/ hold the project no matter what its previously agreed/ set deadline or schedule. It is agreed that Vuepoint I.T., LLC is not responsible or held liable for any errors contained in the final product after the final product has been committed/ approved by the client to print or posted in view of the public.

Production Schedule/ Delivery of Project

The client will assume any printing, hosting, binding, shipping or insurance costs related to the project. Any alteration or deviation from the above specifications involving extra costs will be executed only upon approval with the client. Vuepoint I.T., LLC shall not incur any liability or penalty for delays in the completion of the project due to actions or negligence of client, unusual transportation delays, unforeseen illness, or external forces beyond the control of Vuepoint I.T., LLC. If such event(s) occur, it shall entitle Vuepoint I.T., LLC to extend the completion/delivery date, by the time equivalent to the period of such delay.

Copies of Project Documentation and Files

The Contractor will provide the Client with one copy of all project documentation and the completed files on appropriate archival mediums.

Third Party Shipping

In the event any material necessary for the production of the project must be shipped to a third party for additional processing, typesetting, photographic work, color separation, press work, or binding, Vuepoint I.T., LLC will incur no liability for losses incurred in transit, or due to the delay of the shipper of the third party.

Assignment of Project

The Contractor reserves the right to assign subcontractors of its own choosing to this project to insure the successful and timely completion of the development project, provided the proposed cost estimates are not exceeded by this assignment.

Ownership – Work for Hire

Copyright to the finished assembled work or deliverables and graphics/ programming produced by Vuepoint I.T., LLC shall be vested with the Client upon final payment for the project. This ownership is to include design, photos, graphics, source code, work-up files, text, and any program(s) specifically designed for or purchased on behalf of the Client for completion of this project. All materials developed under this agreement and intended for publication to the web or print remain the property of Vuepoint I.T., LLC until such time as final payment for the work described herein has been tendered by Client. At that time, all materials become the property of Client and may be used by them, as desired.

Vuepoint I.T., LLC retains the right to use the completed project and any preliminary designs for the purpose of design competitons, future publications on design, educational purposes, marketing materials, on-line posting on Vuepoint I.T., LLC website and physical portfolio. Where applicable the client will be given any necessary credit for usage of the project elements. Vuepoint I.T., LLC shall be given credit on all collateral and a live link to Vuepoint I.T., LLC website on project websites as long as the design is being used. Vuepoint I.T., LLC also reserves the right to receive up to (25) twenty-five copies of final product where applicable.

Warranty of Originality

Vuepoint I.T., LLC warrants and represents that, to the best of its knowledge, the work assigned hereunder is original and has not been previously published, or that consent to use has been obtained on an unlimited basis; that all work or portions thereof obtained through the undersigned from third parties is original or, if previously published, that consent to use has been obtained on an unlimited basis; that Vuepoint I.T., LLC has full authority to make this agreement; and that the work prepared by Vuepoint I.T., LLC does not contain any scandalous, libelous, or unlawful matter. This warranty does not extend to any uses that the Client or others may make of Vuepoint I.T., LLC’s product that may infringe on the rights of others. Client expressly agrees that it will hold Vuepoint I.T., LLC harmless for all liability caused by the Client’s use of Vuepoint I.T., LLC’s product to the extent such use infringes on the rights of others.

Copyrights and Trademarks

The Client represents to the Contractor, and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Contractor for inclusion in media products are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Vuepoint I.T., LLC and its subcontractors from any claim or suit arising from the use of such elements furnished by the Client.

Stock Components

Vuepoint I.T., LLC may use “Stock Components” (photography, motion clips, and sound), whether royalty free (RF) or rights managed (2w), to provide or achieve a certain look and feel in the project. The client has the right to refuse to purchase any stock components with the full knowledge and understanding that the removal of these components may possibly change or alter the aesthetics of the project. At the same time, the project will not contain any unapproved and unpaid stock components when delivered or prepared for production. A proof of approval as well as a written email will notify and show the client the changes caused by the removal of all unapproved and/or unpaid stock components. Vuepoint I.T., LLC has the right to remove all stock components that have not been purchased and can deliver the rest of the client final-approved-project once the agreed Payment Schedule has been fulfilled. It's agreed by both Vuepoint I.T., LLC and the client that all approved stock components must be purchased by the client before the project is completed for print production, delivery or web publishing. The client will assume responsibility and ownership of all purchased stock components (whether RM or RF) used in the project. After the project has been delivered for production or to the client, Vuepoint I.T., LLC will not be held liable or responsible for any unlawful use/alteration of stock components if such use/alterations are executed by another party or individual. It is the client’s responsibility to maintain and uphold the rules and regulations that pertain to any used stock components within the project or design(s). For more information regarding RF and RM licensing and their use, please review the stock components terms & conditions on our website at: http://www.vuepointit.com/terms.html.

Printing and “Color” warranty

Color fidelity warranted by Vuepoint I.T., LLC is consistent with industry standards for "pleasing color." Vuepoint I.T., LLC offers no guarantee of "match-print" or "match-product" color fidelity unless otherwise stated. Vuepoint I.T., LLC cannot prevent slight color shift throughout an order. Vuepoint I.T., LLC does not guarantee color will match the preview as it appears on a customer's monitor, as we cannot compensate for a color variance on each customer's monitor.

Nondisclosure

The Contractor, its employees and subcontractors agree that, except as directed by the Client, it will not at any time during or after the term of this Agreement disclose any Confidential Information to any person whatsoever. Likewise, the Client agrees that it will not convey any confidential information obtained about Vuepoint I.T., LLC to another party.

Limitation of Liability

Client agrees that it shall not hold Vuepoint I.T., LLC or its employees or agents liable for any incidental or consequential damages that arise from Vuepoint I.T., LLC’s failure to perform any aspect of the Project in a timely manner, regardless of whether such failure was caused by intentional or negligent acts or omissions of Vuepoint I.T., LLC or a third party.

Sole Agreement

The agreement contained in this document and any attached Appendixes constitute the sole agreement between the Contractor and the Client regarding this project. Any additional work not specified in the “Project Agreement” must be authorized by a written change order. All prices specified in the “Project Agreement” will be honored for three (3) months after both parties sign this contract. With the exception of hosting and printing services, continued services after that time will require a new agreement.

Contract Governed By Law

This agreement and performance hereunder and all suits and special proceedings hereunder shall be construed in accordance with the laws of the State of Texas.

Services Specific Agreements

If You purchase Services from Vuepoint, the following Software and Services specific agreements shall apply and are incorporated within this Agreement (all agreements and policies can be viewed at: http://www.vuepointit.com/terms.html).

> hosting service agreement
> webmail service agreement
> spam policy

Final Understanding and Acknowledgement

By signing a Vuepoint I.T., LLC “Project Agreement” form, both parties acknowledge and agree to all of the above terms and to those provided in any attached Appendixes and that if any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of the remaining provisions.