Thank you for contracting Secretly Social for marketing and web design services. We pride ourselves on creating collaborative, mutually satisfying relationships with our clients. The best way to begin a positive relationship is through clear communication, beginning with this contract.

 

The parties of this agreement shall be Secretly Social (Contractor) and the client listed in the above section (CLIENT), for services rendered for marketing and/or website design. The nature of our agreement is as follows:

 

Whereas, Contractor having vast experience in various forms of digital marketing, has agreed to provide services as outlined in the invoice provided to the CLIENT.

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Compensation

For the services rendered herein by Independent Contractor, CLIENT hereby agrees to pay Independent Contractor the total outlined on the invoice in installments as follows:

 

• 50% of total invoice before work begins

• 50% of total invoice upon delivery of completed project

 

Compensation does not include fees required by wix.com to host site and purchasing of a domain name. CLIENT will provide these fees as well. Any cost will have written approval by CLIENT prior to Independent Contractor incurring the cost. Any additional costs incurred for services rendered will be the responsibility of CLIENT.

 

Domain Name

CLIENT is fully responsible for the renewal of domain names. Independent Contractor is not responsible for the costs or notification of domain name renewal.

 

Website Hosting

CLIENT understands that site hosting is done through wix.com and agrees to hold harmless, protect, and defend Independent Contractor and its subcontractors from any claim or suit arising from any complications with the Wix hosting site.

 

CLIENT agrees to monitor its own website(s) and make Independent Contractor aware of any interruption or problem in service. Independent Contractor does not monitor each website and therefore may not be aware of any interruption of service. Any work completed after the initial contract to resolve service issues will be billed at Independent Contractor’s normal hourly rate.

 

Copyrights and Trademarks

CLIENT represents to Independent Contractor and unconditionally guarantees that CLIENT has permission to use any elements of text, graphics, photos, videos, designs, trademarks, or other creative work furnished to Independent Contractor. This means that each element is owned by CLIENT, or that CLIENT has permission from the rightful owner to use each of these elements. CLIENT will hold harmless, protect, and defend Independent Contractor and its subcontractors from any claim or suit arising from the use of such elements furnished by CLIENT.

 

Copyright to Work

Copyright to the finished assembled work produced by Independent Contractor is owned by Independent Contractor until final payment, upon which CLIENT is assigned rights to use the design, graphics, and text contained in the finished assembled work. Rights to all original work by Independent Contractor, including but not limited to photos, graphics, work-up files, and computer programs, are specifically not transferred to CLIENT, and remain the property of Independent Contractor. Independent Contractor and its subcontractors retain the right to display graphics and other design elements of their work in their respective portfolios.

 

Limit of Liability

Independent Contractor cannot guarantee that work will meet CLIENT's requirements for success. In no event will Independent Contractor be liable to CLIENT or any third party for any damages, including any lost profits, lost savings, or other incidental, consequential, or special damages arising from the operation of or inability to operate website or other digital marketing, even if Independent Contractor has been advised of the possibility of such damages.

 

Dispute Resolution

It is the policy of Independent Contractor to encourage resolution of any dispute through Good Faith Negotiation. CLIENT and Independent Contractor agree that, before resorting to any formal dispute resolution process related in any way to this Contract, Outline of Services, or services rendered, both parties will first engage in Good Faith Negotiation. If a resolution to a dispute cannot be achieved through Good Faith Negotiation, CLIENT agrees to continue dispute resolution through mediation. Independent Contractor and CLIENT will secure a mutually acceptable mediation service or provider. The parties to the mediation shall bear the mediation costs equally, although personal attorneys, witnesses, or specialists are the direct responsibility of each party and their fees and expenses shall be the responsibility of the individual parties. The place of mediation shall be Houston, Texas. If mediation does not successfully resolve the dispute, then each party may seek equitable relief from a court of competent jurisdiction.

 

Hold Harmless Clause

At all times during the existence of this contract CLIENT agrees to hold Independent Contractor, their employees or affiliates harmless for any losses, claims, damages (including defamation of character by third parties) which may occur based on the efforts and services provided by Independent Contractor.

 

Termination of Contract

If this contract is terminated for any of the reasons below any unearned fee shall be retained by Independent Contractor as liquidated damage. Independent Contractor reserves the right without liability to terminate this contract upon notice to CLIENT for the following reasons:

 

• Failure of CLIENT to provide adequate materials

• Failure of CLIENT to pay for services rendered

• Failure of CLIENT to cooperate with Independent Contractor in effort to complete requested work

 

Agreement

By the signing of this agreement, CLIENT agrees to permit Independent Contractor, upon consultation with CLIENT to perform any and all such services, to be deemed necessary, in obtaining a successful venture for CLIENT.

 

Regardless of the place of signing this agreement, CLIENT agrees that for purposes of venue, this contract was entered into in Houston, Texas.

 

If any provision of this Contract shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severed from this Contract and shall not affect the validity and enforceability of any remaining provisions.

 

Whereas, this constitutes the full agreement between the parties that has been signed with full knowledge and understanding as to the rights and responsibility of the parties.

 

Whereas, the parties agree that no provision of this contract shall be revised or amended without written consent of the parties herein and if any part of this agreement is rendered to be void and voidable, it shall not be effective as against the entire contract.

 

Agreed services will commence on execution of this electronically signed agreement and a payment of 50% of the total invoice.