Terms and Conditions

By approving one of our Estimates, you (the Client) agree to remit payment to Honest Code, LLC (the Developer) for the project as defined in the Statement of Work, and you agree to these terms.

Read them carefully.

Estimates are valid for 30 days from the date submitted.

1. Time for payment

Payment is due as defined in the Payment section of the Statement of Work. All invoices are payable within 30 days of receipt. A 1 ½ % 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.

2. Default in payment

In the event of default in payment, the Client shall be responsible for all costs and fees, including attorneys’ fees, incurred by Developer in recovering payment as a result of the default.

3. Estimates

If this form is used for an estimate or assignment confirmation, the fees and expenses 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.

4. Expenses

The Client shall reimburse the Developer for all expenses arising from this assignment, including the payment of any sales taxes due on this assignment. Material expenses, such as printing, illustration, photography, travel, hardware, software and hosting are billed at a standard markup rate of 20%.

5. Progress reports

The Developer shall contact or meet with the Client on a mutually acceptable schedule to report all tasks completed, problems encountered, and recommended changes relating to the development and testing of the website. The Developer shall inform the Client promptly by email, telephone, or via Basecamp upon discovery of any event or problem that may delay the development of the work significantly.

6. Developer’s warranty for program use and licensing of code

The Developer will notify the Client of any licensing and/or permissions required for any software to be used. During the development process the Developer will make use of libraries of code and/or graphics he uses from project to project. These “toolbox” components make developing websites much more efficient, and can thus lower costs for clients. The client acknowledges including these toolbox components in client’s website will not transfer ownership of those toolbox components to the Client. Clients will be afforded a perpetual, worldwide, nonexclusive license to use the toolbox code in the finished website under the terms granted by the original licensor, to the extent Developer can grant or assign such license. Developer will inform the Client if he cannot grant or assign such license.

7. Changes

The Client shall be responsible for making additional payments for changes in original assignment requested by the Client. However, no additional payment shall be made for changes required to conform to the original assignment description. The Client shall offer the Developer the first opportunity to make any changes.

8. Testing and acceptance procedures

The Developer will make every good-faith effort to test all deliverables thoroughly and make all necessary corrections as a result of such testing prior to handing over the deliverables to the Client. Upon receipt of the deliverables, the Client shall accept the deliverable and make the milestone payment set forth herein or provide the Developer with written notice of any corrections to be made and a suggested date for completion, which should be mutually acceptable to both the Developer and the Client.

9. Maintenance

If this assignment includes the development of a website, the Developer agrees to provide the Client with reasonable technical support and assistance to maintain and update the website on the Internet during the Warranty Period of (TBD) from the launch date at no cost to the Client. Such assistance shall not exceed (TBD) per calendar month. After the expiration of the Warranty Period, the Developer agrees to provide the Client with reasonable technical support and assistance to maintain and update the website on the Internet for a fee of $75 per hour. Such maintenance shall include correcting any errors or any failure of the website to conform to the specifications. Maintenance shall not include the development of enhancements to the originally contracted project.

10. Enhancements

If this assignment includes the development of a website, under the maintenance agreement, if the Client wishes to modify the website, the Developer shall be given first option to provide a bid to perform such enhancements.

11. Confidential information

The Developer acknowledges and agrees that the source materials and technical and marketing plans or other sensitive business information, as specified by the Client, including all materials containing said information, that are supplied by the Client to the Developer or developed by the Developer in the course of developing the website are to be considered confidential information. Information shall not be considered confidential if it is already publicly known through no act of the Developer.

12. Ownership and copyright

During the development process, the Client acknowledges and agrees that Developer retains all rights to copyright in the subject material. Upon receipt of full payment, the Developer will transfer and assign all assignable rights, interests, and title of ownership of the final name, graphics, compiled source code, and/or implementation of the project developed under this proposal. All final documentation will become the property of the Client, to the extent it is not licensed to client by a third-party.

13. Cancellation

In the event of cancellation of this assignment, the Developer shall retain ownership of all copyrights and any original artwork. All work to date will be billed and is due and payable within 10 days of the invoice date. In addition, a cancellation fee of 25% of the original estimate may be applied, dependent upon where in the process the work was cancelled, in the reasonable discretion of Developer.

14. Unauthorized use and program licenses

The Client will indemnify the Developer against all claims and expenses arising from uses for which the Client does not have rights to or authority to use. The Client will be responsible for payment of any special licensing or royalty fees resulting from the use of software — including fonts — that require such payments.

15. Developer’s warranty of originality

The Developer warrants and represents that, to the best of his 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 the Developer has full authority to make this agreement; and that the work prepared by the Developer 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 the Developer’s product that may infringe on the rights of others.

16. Client’s warranty

During the term of this Agreement, the Client shall not knowingly provide Developer with any content that (a) infringes on the intellectual property rights of any third party or any rights of publicity or privacy; (b) violates any law, statute, ordinance, or regulation; (c) is defamatory, trade libelous, unlawfully threatening, or unlawfully harassing; or (d) is obscene, pornographic, or indecent.

CLIENT EXPRESSLY AGREES THAT IT WILL DEFEND, INDEMNIFY AND HOLD THE DEVELOPER HARMLESS FOR ALL LIABILITY, INCLUDING REASONABLE COSTS AN ATTORNEY FEES, CAUSED BY THE CLIENT’S USE OF THE DEVELOPER’S PRODUCT TO THE EXTENT SUCH USE INFRINGES ON THE RIGHTS OF OTHERS OR OTHERWISE VIOLATES THIS SECTION.

17. DISCLAIMER OF WARRANTIES

EXCEPT AS SET FORTH IN SECTIONS 6, 15 AND 16, EACH PARTY EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.

18. Limitation of liability

Client agrees that it shall not hold the Developer or his agents or employees liable for any incidental or consequential damages that arise from the Developer’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 the Developer or a third party. Furthermore, the Developer disclaims all implied warranties, including the warranty of merchantability and fitness for a particular use.

19. General Provisions

19.1. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of California, without reference to rules regarding conflicts of laws. Any dispute arising out of this Agreement shall be submitted to a state or federal court sitting in San Diego, California, which shall have the exclusive jurisdiction regarding the dispute and to which court’s jurisdiction the parties irrevocably submit.

19.2 Severability. If any court of competent jurisdiction finds any provision of this Agreement to be invalid or unenforceable, such provision shall be interpreted to the maximum extent to which it is valid and enforceable, all as determined by such court in such action, and the remaining provisions of this Agreement shall, nevertheless, continue in full force and effect without being impaired or invalidated in any way.

19.3 Entire agreement. This Agreement, together with all related Exhibits and schedules constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes any and all prior or contemporaneous oral or written communications with respect hereto, all of which are merged in this Agreement. Neither party is relying on any warranties, representations, assurances, nor inducements not expressly set forth in this Agreement.

20. Acceptance of terms

The facsimile, electronic, or actual signatures of both the Developer and the Client on this document shall evidence acceptance of these terms.