Service Agreement for 2021
Notice: These Terms Expire, Where Applicable,
After 12/31/2021 at 11:59:59p Pacific Standard Time.
For the new terms, please refer to the renewal contracts that were issued.
Otherwise, feel free to email [email protected] with any questions.
Cascadia Web Services, LLC. (“Us”, “We”, Or “Our”) operates https://cascadiaweb.services (the “Site”). This page informs you of our policies regarding the usage of our services and products. “You”, “Customer”, “Client”, and other grammatical variants refers to the person, persons, or party responsible for payment and/or management of the services purchased.
Terms and Conditions
The best work comes out of great relationships. Honesty, respect, and gratitude are the keys to a great relationship and therefore we have an interest in treating each other with these values at all times. As much as legal documents are important, what truly binds us is our drive to do great work with great people and to develop a relationship of mutual respect and trust.
The undersigned representative of the Client has the authority to enter into this Agreement on behalf of the Client. You agree to cooperate and to provide us with everything needed to complete the Services as, when, and in the format requested by us. We have the experience and ability to do everything we agreed to for you and will do it all in a professional and timely manner. We will endeavor to meet every deadline that’s set and to meet the expectation for Services to the best of our abilities.
We warrant that: (i) the Services will be performed in a professional and workmanlike manner and that none of such Services or any part of this Agreement is or will be inconsistent with any obligation we may have to others; (ii) none of the Services or Inventions or any development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate any intellectual property or other rights of any person or entity (including, without limitation, us); (iii) we have the full right to provide you with the assignments and rights provided for herein; (iv) we shall comply with all applicable laws in the course of performing the Services and (v) if our work requires a license, we have obtained that license and the license is in full force and effect.
Except as outlined in this Agreement, we disclaim any warranties, whether expressed or implied, including but not limited to the warranty of merchantability, fitness for a particular purpose, suitability, completeness, or results to be derived from the work.
Except as set forth herein, all deliverables are delivered on an “As-Is” basis.
Confidentiality and Non-Disclosure
Each party shall maintain, in the strictest confidence, all Confidential Information (as defined in the next sentence) of the other party. “Confidential Information” means all (i) nonpublic information (at the time of disclosure) disclosed by one party to the other party under this Agreement, provided such information is marked or indicated by the disclosing party to be confidential; (ii) and any information which ought reasonably to be considered confidential concerning the circumstances surrounding disclosure, whether or not such information is marked “Confidential”.
In the event a party is required to disclose Confidential Information according to a judicial or other governmental order, such party shall, to the maximum extent permitted by law or opinion of counsel, provide the other party with prompt notice before any disclosure so that the party or its client may seek other legal remedies to maintain the confidentiality of such Confidential Information.
Each party receiving Confidential Information shall be responsible for any breach of this provision that is caused by any of its employees, affiliates, representatives, or agents and such party agrees to indemnify and hold harmless the other party from and against any liabilities, claims, damages, losses, costs, and expenses resulting, directly or indirectly, from any breach by a party, or any of its employees or independent contractors, of any provision of this Agreement. The obligations of this Section shall survive the termination of this Agreement for a period of 3 years.
Ownership and Licenses
We agree that the deliverables and materials developed according to this Agreement (including, without limitation, all presentations, writings, ideas, concepts, designs, text, plans, and other materials that we conceive and develop according to this Agreement, including all materials incorporated therein whether such materials were conceived or created by us individually or jointly, on or off the premises of Client, or during or after working time) shall be treated as if the development of such deliverable constitutes a “work for hire” and shall be owned by you upon payment of all fees due to us according to this Agreement.
If any such material is considered not to be a “work made for hire,” we hereby assign all ownership (whether represented or not by a registered patent, copyright, trade secret) and other proprietary or rights, title, and interest in such deliverables and materials to you, and agrees to execute such documents as you may reasonably request, to assist you in obtaining and protecting such rights.
We agree that we have no interest in any materials that we submit to you, including, without limitation, any security interest therein, and hereby releases to you any interest therein (if any) which may be created by operation of law. Except as otherwise agreed to in writing and as necessary in the performance of this Agreement, we shall have no rights to license, sell or use the deliverables or materials developed under this Agreement, or any portion thereof.
We agree that during the period in which we are providing Services and for one year thereafter, we will not encourage or solicit any employee, vendor, client, or contractor of yours to leave you for any reason.
You agree that during the period in which we are providing services and for one year thereafter, you will not encourage or solicit any employee, vendor, client, or contractor of ours to leave us for any reason.
Relationship of Parties
Nothing contained in this Agreement shall be construed to create a partnership, joint or co-venture, agency, or employment relationship between us and you. Both Parties agree that we are, and at all times during this Agreement shall remain, an independent contractor.
Term and Termination
Either Party may terminate this Agreement at any time, with or without cause, upon 7 days written notice.
If this Agreement is terminated earlier by you without cause, you agree to pay us any sums which are due and payable for: (i) services provided as of the date of termination; and (ii) expenses already incurred, including those from documented non-cancelable commitments. we agree to use the best efforts to minimize such costs and expenses.
Termination for any reason shall not affect the rights granted to you by us hereunder. Upon termination, you shall pay to us all undisputed amounts due and payable. If upon termination you have not paid undisputed fees owed for the material, deliverables, or Services provided by us as of the date of termination, you agree not to use any such material or the product of such Service, until you have paid us in full. Any provisions or clause in this Contract that, by its language or context, implies its survival shall survive any termination or expiration of this Agreement. Notwithstanding anything to the contrary in this Agreement, we shall retain a perfected security interest in the deliverable or material until you have made payment in full for all undisputed amounts as of the termination date. we hereby agree to release and waive its security interest in the deliverable and material upon receipt of full payment for all undisputed amounts.
Standard support hours are between 9:00 a.m. and 5:00 p.m. Pacific Standard Time, Mountain Standard Time, Central Standard Time, and Eastern Standard Time Monday through Friday. The time zone that the Client resides in is considered the active time zone for support hours for that website. All support requests outside those hours will require approval from the Client. Billing outside of business hours will be subject to 2x (two times) the agreed-upon standard hourly rate(s). We do observe a standard banking holiday schedule for the United States of America.
You shall reimburse all expenses that are reasonable and that have been authorized in writing by you in advance; payable within 15 days of itemized invoice.
Any material changes to the Services, including work to be performed and related fees must be approved by the prior written consent of both parties.
Indemnification and Limitation of Liability
We agree to indemnify, defend and hold harmless you from any claims, actions, damages, and liabilities (excluding, without limitation, attorneys’ fees, costs, and expenses) arising (i) through our gross negligence ; (ii) out of any claim that the materials or deliverables, or any portion thereof, in fact, infringes upon or violate any proprietary rights of any third party, including but not limited to patent, copyright, and trade secret rights; or (iii) from a breach or alleged breach of any of our representations, warranties or agreements herein.
You agree to indemnify, defend and hold harmless us from any claims, actions, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ fees) arising in any manner caused by your (i) gross negligence; (ii) out of any claim that Client provided content or any portion thereof, in fact, infringes upon or violate any proprietary rights of any third party, including but not limited to patent, copyright, and trade secret rights; or (iii) from a breach or alleged breach of any of your representations, warranties or agreements herein.
To the maximum extent allowable by law, we shall not be liable to the Client for any incidental, consequential, indirect, special, punitive, or exemplary damages (including damages for lost profit, loss of business, or the like) arising out of or relating to this agreement, our performance hereunder or disruption of any of the foregoing, even if you have been advised of the possibility of such damages and regardless of the cause of action, whether sounding in contract, tort, breach of warranty, or otherwise. To the maximum extent allowable by law, our aggregate liability under this agreement shall in no event exceed the aggregate compensation paid by you to us under this agreement.
Right of Authorship Credit
Both Parties agree that when asked, you must properly identify us as the creator of the deliverables. You do not have a proactive duty to display our name together with the deliverables, but you may not seek to mislead others that the deliverables were created by anyone other than us. You hereby agree we may use the work product as part of our portfolio and websites, galleries, and other media solely to showcase our work but not for any other purpose. We will not publish any confidential or non-public work without your prior written consent.
Governing Law and Dispute Resolution
This Agreement and any dispute arising hereunder shall be governed by the laws of the jurisdiction of our primary business location (the “Company’s Jurisdiction”), without regard to the conflicts of law provisions thereof. For all purposes of this Agreement, the Parties consent to exclusive jurisdiction and venue in the courts located in our jurisdiction. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.
No failure or omission by a party in the performance of any obligation under this Agreement shall be deemed a breach of this Agreement or create any liability if such failure or omission shall arise from any cause or causes beyond the reasonable control of such party which cannot be overcome through that party’s reasonable diligence, e.g., strikes, riots, war, acts of terrorism, acts of God, severe illness, invasion, fire, explosion, floods, and acts of government or governmental agencies or instrumentalities.
Any notices to either Party made according to this Agreement shall be made and sent (i) via U.S. mail or a nationally recognized carrier to the other Party’s address on file; (ii) or via e-mail to the other Party’s designated representative. Each Party shall have an independent obligation to provide an update, as necessary, the mail and e-mail address on file for such notices. Notices sent by e-mail shall be deemed effective once sent if no error or “bounce back” has been received within one (1) hour of submission.
Order of Precedence
In case of any inconsistency, conflict, or ambiguity among the Contract Documents, between us and you, the documents shall govern in the following order: (a) Change Orders and written amendments to this Agreement; (b) this Agreement; (c) Change Orders and written amendments to your Agreements that we’ve signed; and (d) Your agreement that we’ve signed. Among categories of documents having the same order of precedence, the term or provision that includes the latest date shall control. Information identified in one Contract Document and not identified in another shall not be considered a conflict or inconsistency.
You and ourselves will seek to maintain a professional relationship that is free from harassment of any kind and any other offensive or disrespectful conduct. If at any time during the term of this Agreement we believe that we have been subjected to harassing behavior on the part of you or your staff, we will notify you immediately and demand that appropriate actions will be taken to correct the matter. If the reported behavior continues following our second notice, such behavior will constitute a breach of this Agreement and entitle us to terminate this Agreement per the Agreement’s Term and Termination Clause, and be paid in full for the ordered project or the planned monthly service, as applicable, without limiting any other right or remedy available to Contractor by law.
We may update this Service Agreement from time to time at our discretion and will notify you of any material changes. When changes are made, we will revise the updated date at the bottom of this page and we will email you. Any updated version of this Service Agreement will be effective immediately upon the posting of the revised Service Agreement unless otherwise specified.
The section and subsection headings used in this Agreement are for convenience only and will not be used in interpreting this Agreement. Both parties have had the opportunity to review this Agreement and neither party will be deemed the drafter of this Agreement to interpret any ambiguity in this Agreement. The parties agree that this Agreement may be signed by electronic signatures provided by Zoho Sign, our signature service provider, and in counterparts, each of which will be deemed an original and all of which together will constitute the same instrument. If any provision of this Agreement will be determined to be illegal or unenforceable, that provision will be first revised to give the maximum permissible effect to its original intent or, if such revision is not permitted, that specific provision will be eliminated so that this Agreement will otherwise remain in full force and effect and enforceable.
This agreement and any exhibits, schedules or attachments, between the parties, supersedes any previous arrangements, oral or written, and may not be modified in any respect except by a future written agreement signed by both parties.