THIS AGREEMENT is entered into on by and between Spark Factory, (hereinafter referred to as “Spark Factory”), having its principal offices located at 4445 Corporation Lane, Suite 275 Virginia Beach VA 23462 and with (hereinafter referred to as “Client”)
Spark Factory agrees to provide Client with services (hereinafter referred to as “services”) as described on the invoice page.
Consent for electronic signature – The parties herein agree to electronic signatures to execute this agreement online with either written or drawn signatures.
Effective Date – This Agreement shall be effective as of the time frame Customer signs up for Services and a contract term of twelve months. This Agreement may be terminated by either party upon written notice to the other if the other party with sixty (60) days written notice sent to our corporate address listed above.
Customer Responsibilities – For the purposes of providing these services, Customer agrees:1. To provide Spark Factory free and clear access to its websites, social media, and other locations for the purposes of providing services, and making changes as required or approval to go to a third party.
2. To authorize Spark Factory use of all Customer’s logos, trademarks, Web site images, etc., for use of such services and any other uses as deemed necessary by Spark Factory for the services.
3. That if Customer’s website(s) is light in textual content, Customer will provide additional relevant text content in an electronic format with editable text. Images of written text are not accepted.
Customer Acknowledgements – Customer understands, acknowledges and agrees that:Spark Factory has no control over the policies of 3rd party search engines, directories, vendors with respect to the type of sites and/or content that they accept now or in the future. Customer’s web site(s) may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity. Spark Factory will resubmit those pages that have been dropped from the index.
Client right to cancel – this agreement without further obligation at any time by providing a written notice, to Spark Factory 4445 Corporation Lane, Suite 275 Virginia Beach VA 23462. Whereby Spark Factory retains the right to bill 90 days of invoices. Without setoff.
Reporting – Reports will be made available via email and PDF on a weekly & monthly basis. Spark Factory agrees to provide an initial benchmark report to identify growth.
Payment of fees – Customer agrees to pay Spark Factory any and all invoices reoccurring fee(s), or as billed in accordance with this Agreement. The fee(s) must be received prior to the start of work. The customer further agrees in the event of any termination or change or initiatives that the work is non-refundable. Spark Factory is hereby authorized to charge the customer’s credit card accounts or another payment mechanism for any amounts owed from time to time by the customer to Spark Factory.
Copyrights and Trademarks - The client represents to Spark Factory and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Spark Factory for inclusion in web pages 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 Spark Factory and its subcontractors from any claim or suit arising from the use of such elements furnishedby the client.
Copyright of Digital Assets – Copyright to the finished assembled work of web page(s) produced by Spark Factory is owned by Spark Factory until final payment is made. Upon final payment of this contract, the client is assigned rights to use as a website the design, graphics, and text contained in the finished assembled website. Rights to the source code, work-up files, and computer programs are specifically not transferred to the client and remain the property of their respective owners. Spark Factory retains the right to display graphics and other Web design elements as examples of their work in their respective portfolios.
Indemnification – Customer shall indemnify and hold harmless Spark Factory (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) incurred by Spark Factory as a result of any claim, judgment, or adjudication against Spark Factory related to or arising from (a) any photographs, illustrations,graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by Customer to Spark Factory (the “Customer Content”), or (b) a claim that Spark Factory ’s use of the Customer Content infringes the intellectual property rights of a third party. To qualify for such defense and payment, Spark Factory must: (i) give Customer prompt written a notice of a claim; and (ii) allow Customer to control, and fully cooperate with Customer in, the defense and all related negotiations.
All Other Warranties – Spark Factory does not warrant that services will meet the customer’s expectations or requirements. the entire risk as to the quality and performance is with the customer. except as otherwise specified in this agreement, Spark Factory provides its services “as is” and without warranty of any kind. the parties agree that (a) the limited warranties set forth in this section are the sole and exclusive warranties provided by each party, and (b) each party disclaims all otherwarranties, express or implied, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose, relating to this agreement, performance or inability to perform under this agreement, the content, and each party’s computing and distribution system. 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 any remaining provisions.
Limited liability – in no event shall Spark Factory be liable to customer for any indirect, special, exemplary or consequential damages, including any implied warranty of merchantability or fitness for a particular purpose or implied warranties arising from course of dealing or course of performance, lost profits, whether or not foreseeable or alleged to be based on breach of warranty, contract, negligence or strict liability, arising under this agreement, loss of data, or any performance under this agreement, even if such party has been advised of the possibility of such damages and notwithstanding the failure of essential purpose of any limited remedy provided herein. there shall be no refunds. Spark Factory makes no warranty of any kind, whether express or implied, with regard to any third party products, third-party content or any software,equipment, or hardware obtained from third parties.
Jurisdiction/Disputes – This Agreement shall be governed in accordance with the laws of the State of Virginia. All disputes under this Agreement shall be resolved by the courts of the State of Pennsylvania, Bucks county including the federal courts therein and the Parties all consent to the jurisdiction of Pennsylvania, Bucks count court, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.
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Document Name: Spark Agreement
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