Please note – By authorizing any project or maintenance, you agree to the following terms of service:
This Agreement (this “Contract”) is entered into between the “Client” and ATX Multimedia, LLC dba Alt Creative (the “Company”). Company and Client are collectively referred to herein as the “Parties”.
1. Authorization. Client is engaging Company for the specific purpose of programming or maintaining a World Wide Web project (the “Web Project”).
2. Assignment of Web Project. Company reserves the right, and Client hereby agrees, that Company may assign projects on the Web Project to subcontractors in its sole discretion to insure that the terms of this Contract are met as well as to insure on-time completion.
3. Copyrights and Trademarks. Client unconditionally guarantees that any and all elements of text, graphics, illustrations, slogans, logos, photos, designs, trademarks, service marks, or other artwork or Client-provided intellectual property furnished to Company for inclusion in the Web Project are owned by Client, or that Client has obtained permission from the rightful owner to use each of these elements. Client agrees to hold harmless, protect, indemnify and defend Company, its owners, agents, managers, directors, officers, employees and/or 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 aforementioned elements furnished by Client.
4. Electronic Commerce Laws. Client agrees that Client is solely responsible for complying with any laws, taxes, and tariffs applicable in any way to the Web Project or any other services contemplated herein, and will hold harmless, protect, indemnify and defend Company, its owners, agents, managers, directors, officers, employees, and/or its subcontractors from any claim, suit, penalty, tax, fine, penalty, or tariff or other financial liability arising from or related to Client’s exercise of Internet electronic commerce and/or any failure to comply with any such laws, taxes, and tariffs.
5. Payments. Payments must be made promptly based on the terms of this Contract. All payments are to be made within fifteen (15) days after an invoice is sent. Company reserves the right to withhold and/or remove any Web Project from viewing on the Internet until final payment is made. In the event that payments are not made pursuant to the terms of this Contract and Company must refer this account to a collection agency or attorney for collection, Client agrees to pay all fees (including all collection agency fees, attorneys’ fees and court costs) incurred by Company.
6. Legal Notice. Notwithstanding anything to the contrary contained in this Contract, neither Company nor any of its owners, managers, directors, officers, employees, subcontractors or agents warrant that the functions contained in the Web Project will be uninterrupted or error-free. Client hereby assumes all risks related to the performance of the Web Project. In no event will Company, its owners, agents, managers, directors, officers, employees, or subcontractors be liable to the Client and/or any third party for any damages, including, but not limited to, service interruptions caused by acts of God, third party plugins or services, the Hosting Service or any other circumstances. Company is not liable for any lost profits, lost savings or other incidental, consequential, punitive, or special damages arising out of or related to the operation of or inability to operate this Web Project, failure of any service provider, of any telecommunications carrier, of the Internet backbone, of any Internet servers, the Client or the Client’s site visitor’s computer or Internet software, even if Company has been advised of the possibility of such damages.
7. Alternative Dispute Resolution: Mediation and Arbitration. The Parties to this Contract agree to negotiate in good faith in an effort to resolve any dispute arising from or related to this Contract. If the dispute cannot be resolved by informal negotiation, the Parties agree to submit any disputes relating to this Contract to mediation. If any disputes cannot be resolved through meditation, the Parties agree to submit any disputes relating to this Contract to binding arbitration. For both mediation and/or arbitration, the Parties shall work together to pick a mutually agreeable mediator and/or arbitrator. If a mutually agreeable mediator and/or arbitrator is not chosen, each Party shall pick a mediator and/or arbitrator and those two professionals shall pick a third professional to mediate and/or arbitrate any disputes. The Parties shall bear the costs of mediation and/or arbitration equally.
8. Venue. This Contract shall be governed by the laws of the State of Texas, and any disputes related hereto shall have exclusive jurisdiction in the courts of law located in Travis County, Texas. Client hereby consents to personal jurisdiction in the courts described herein, whether state or federal. The prevailing party will be entitled to have the non-prevailing party pay all costs and expenses, including but not limited to reasonable attorneys’ fees, at trial and on appeal, incurred by the prevailing Party in enforcing this Contract. Furthermore, Client waives any right to or claim of sovereign immunity.
9. Entire Agreement; Severability. This Contract embodies the entire agreement of the Parties hereto with respect to the matters herein described and concerning the Web Project, and it is agreed that the terms, conditions, and stipulations hereof shall not be modified or revoked unless by written agreement signed by both parties. All prices specified in this Contract will be valid for six (6) months after the Effective Date below. Continued services after the Effective Date may require a new agreement between the Parties, which may be entered into at the sole option of Company.
In the event that any of the provisions, or portions thereof, of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, the validity and enforceability of the remaining provisions, or portions thereof, shall not be affected and effect shall be given to the intent manifested by the provisions, or portions thereof, held to be unenforceable and invalid.
10. Notices. All Notices to the Parties shall be in writing and shall be deemed duly served on the date personally served or sent via certified mail, return receipt requested, to the Parties at the addresses below:
If to Company: Alt Creative
Attn: Lindsey Tyner
3571 Far West Blvd #197
Austin, Texas 78731
With a copy to: Walters Dunn, PLLC
Attn: Brian E. Walters
1505 West Sixth Street
Austin, TX 78703
11. Approvals and Authorizations. Client represents and warrants that it has the authority to enter into this Contract, and that all necessary approvals and authorizations necessary to enter into this Contract have been performed as of the date hereof. If Client is a business entity, Client and the undersigned agent of Client represent and warrant that Client is duly formed and in good standing in its state of organization.