Terms & Conditions
Jumptoweb shall perform the services listed the Scope of Work according to the Work Plan and Milestones schedule.
The terms of this Agreement expires 30 days after being submitted to Client. If this Agreement expires, Jumptoweb may modify the Agreement and re-submit it to Client.
Client agrees to pay Jumptoweb the fees listed in the Project Proposal.
All invoices are payable within 15 days of receipt. Invoices shall list any expenses and additional costs as separate items.
Payments must be made promptly based on the terms of the Project proposal. Jumptoweb reserves the right to remove any Web Design Project from viewing on the Internet until final payment is made and all debt has been settled. All grants of any license to use or transfer ownership of any intellectual property rights under this Agreement are conditioned on full payment, including all outstanding Additional Costs, Expenses, Fees, or any other charges.
If a payment delay is anticipated, please contact Jumptoweb immediately for an alternative arrangement.
CHANGES TO PROJECT SCOPE
If Client wants to change the Scope of Work after acceptance of this Agreement, Client shall send Jumptoweb a written Change Order describing the requested changes in detail. Within 14 of receiving a Change Order, Jumptoweb will respond with a statement proposing Jumptowebs availability, additional fees, changes to delivery dates, and any modification to the Terms and Conditions. Jumptoweb will evaluate each Change Order at its standard rate and charges.
Client will have 14 days to respond in writing accepting or rejecting the new proposal. If Client rejects the proposal, Jumptoweb will not be obligated to perform any services beyond those in the original Agreement.
Jumptoweb shall use all reasonable efforts to meet the Work Plan and Milestones delivery schedule. Jumptoweb may extend the due date for any Deliverable by giving written notice to Client. The total of all extensions shall not exceed 20 days.
Client shall use all reasonable efforts to provide needed information, materials and approvals. Any delay by Client will result in a day-for-day extension of the due date for all Deliverables.
Any delay caused by conditions beyond the reasonable control of the parties shall not be considered a breach and will result in a day-for-day extension any performance due. Each party shall use reasonable efforts to notify the other party, in writing, of a delay. Conditions beyond the reasonable control of the parties include, but are not limited to, natural disasters, acts of government after the date of agreement, power failure, fire, flood, acts of God, labor disputes, riots, acts of war, terrorism and epidemics.
Client acknowledges that it is responsible for performing the following in a reasonable and timely manner: (a) Provide Client Content in a form suitable for use in the Deliverables without further preparation by Jumptoweb, unless otherwise specified in the Project Proposal; (b) Proofread all Deliverables. Client will be charged for correcting errors after the acceptance of any Deliverable; (c) Make decisions regarding other parties.
ACCREDITATION AND PROMOTION
Jumptoweb shall be entitled to place accreditation, as a hyperlink or otherwise, in the form, size and location as incorporated by Jumptoweb in the Deliverables on each page of the Final Deliverables.
Jumptoweb retains the right to reproduce, publish and display the Deliverables in Jumptoweb’s portfolios and websites, in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses. Promotional Approval: Either party, subject to the other’s reasonable approval, may describe its role in the Project on its website and in other promotional and marketing materials, and, if not expressly objected to, include a link to the other party’s website.
Client’s “Confidential Information” includes information that Jumptoweb should reasonably believe to be confidential. Jumptoweb’s “Confidential Information” includes the source code of any Jumptoweb Tools. All material considered confidential by either party shall be designated as confidential. Confidential Information shall not be disclosed to third parties and shall only used as needed to perform this Agreement. Confidential Information shall not include any information that is already known by the recipient, becomes publicly known through no fault of the recipient, or is received from a third party without a restriction on disclosure
REPRESENTATIONS AND WARRANTIES
The Client unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Jumptoweb for inclusion in the Web Design Project 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, indemnify and defend Jumptoweb and its subcontractors from any liability (including attorney's fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the Client.
Jumptoweb represents and warrants to Client that: (a) Jumptoweb will provide the Services identified in the Agreement in a professional and workmanlike manner; (b) Jumptoweb shall secure all necessary rights, title, and interest in and to the Final Deliverables, including Jumptoweb Tools, sufficient for Jumptoweb to grant the intellectual property rights provided in this Agreement; (c) To the best of Jumptoweb’s knowledge, the Deliverables will not violate the rights of any third parties; (d) If Client or third parties modify the Deliverables or use the Deliverables outside of the scope or purpose of this Agreement, all representations and warranties of Jumptoweb shall be void.
INDEMNIFICATION AND LIABILITY
Client shall indemnify Jumptoweb from any and all damages, liabilities, costs, losses, expenses or attorney fees arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement. Jumptoweb shall promptly notify Client in writing of any third party claim or suit. Client shall have the right to fully control the defense and any settlement of such claim or suit.
TERM AND TERMINATION
This agreement shall begin when both parties sign and shall continue until all Services are complete and delivered, or until the Agreement is Terminated.
Either party may terminate this agreement at any time, on 14 days prior written notice if the other party breaches any of its material responsibilities or obligations under this Agreement and fails to cure that breach during that 14 day period.
Either party may terminate this agreement at any time, on written notice to the other party, if the other party ceases to conduct business in its normal course; makes an assignment for the benefit of creditors; is liquidated or otherwise dissolved; becomes insolvent; files a petition in bankruptcy; or a receiver, trustee, or custodian is appointed for it.
This agreement may be terminated by the mutual agreement of the parties.
Either party may terminate this agreement at any time and for any reason on 21 days prior written notice to the other party. If Client terminates the Agreement under this section, Jumptoweb shall, at Clients reasonable discretion, complete any work assigned or scheduled during the notice period in accordance with the terms and conditions of this Agreement.
In the event of termination, Client shall pay Jumptoweb for the Services performed through the date of termination in the amount of a prorated portion of the fees due.
Client shall pay all Expenses, Fees, and Additional Costs incurred through the date of termination.
If Client terminates and on full payment of compensation, Jumptoweb grants Client right and title as provided by this Agreement with respect to those Deliverables provided and accepted by Client as of the date of termination.
On expiration or termination of this Agreement: (a) each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the other party, and (b) all rights and obligations regarding Confidential Information shall survive.
Parties agree to attempt to resolve any dispute by negotiation between the parties.
If parties are unable to resolve the dispute by negotiation, either party may start mediation and/or binding arbitration in a forum mutually agreed to by the parties.
In all other circumstances, the parties specifically consent to the local, state and federal courts located in the state of Florida. The parties waive any jurisdictional or venue defenses available to them and further consent to service of process by mail.
The prevailing party shall be entitled to recover its attorney’s fees and costs in any dispute resolved by binding arbitration or litigation.
Modifications to this Agreement must be in writing and signed by both parties. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.
All notices under this Agreement shall be given in writing either by: (a) Fax or Email, with return confirmation of receipt; (b) Certified or Registered mail, with return receipt requested. Notice will be effective when received, or in the case of email or fax, on confirmation of receipt.
This agreement becomes effective only when signed by Jumptoweb. Regardless of the place of signing of this agreement, the Client agrees that for purposes of venue, this agreement was entered into Miami-Dade County, Florida, and any dispute will be litigated or arbitrated in Miami-Dade County, Florida and the Client hereby consents to the personal jurisdiction of the Florida State Courts. Furthermore, the Client waives any right to or claim of sovereign immunity.