VectorDefector – Project Terms & Agreements

This section exists to ensure your legal copyrights and satisfaction after project completion and to clearly define assignment of responsibilities and requirements during this process!  If estimate or contract remains unsigned, the terms and figures expire within (60) days and may require new budgets & deadlines.

Change of Scope

VectorDefector is aware that Customer may submit work requests beyond the scope described in the estimate. Changes in scope may include, but are not limited to, extensive rounds of edits and/or content deletions and additions, and additional project management hours. In the event such a change of scope occurs, VectorDefector will issue a Change Order and Customer approval will be required before VectorDefector continues work on the project.

Additional Costs

Additional elements not included that will affect final cost include, but are not limited to:

• Changes to Approved Content/Designs
• Image / Photo Cropping and/or Alteration
• Additional programming features
• Frequent / Extended on-site consulting time
• Repeated restarts / revisions / decision making
• Ensuring compatibility with older and/or outdated browsers/devices (ex. old iPhones)
• Work outside of the scope of industry standard practices

Project will not exceed max budget cap without written notification of client for additional scope of work. Additional work not specified in estimate will be billed at an hourly fee of $100/hr and includes but is not limited to:

• Digital Marketing consulting / planning / strategy
• Copy editing / content entry
• Design & layout
• Development / programming
• IT / web hosting / security consulting

Payment Terms

All Couriers and materials including printouts will be charged as incurred. Applicable City and State taxes are not included in these budget figures.

An initial, non-refundable payment (“Deposit”) is required upon signing of this Project Proposal to cover beginning designs, hosting/technology acquisition (where applicable) and documentation.

The remainder of the agreed budget, plus any approved changes in scope or other overages incurred prior thereto will be invoiced monthly on the last day of the month with a breakdown of hourly production to ensure consistent progress and to maintain lower required payments for Customer. All invoices shall be paid within thirty (30) days. Failure by Customer to remit timely payment to VectorDefector for work performed may result in project delays or termination of this Contract.

Delivery of the Finished Product will take place upon final payment.

Schedule

VectorDefector agrees to make all reasonable efforts to deliver Finished Product by timeline listed on estimate sheet. For the purposes of this Contract, “Finished Product” means a functioning web site designed in accordance with the terms expressed herein, subject to any Change Orders approved and paid for by Customer. All deadlines are tentative and based on Customer availability, changes of scope and submission of additional content (if necessary).

Availability

Please be aware that VectorDefector typically caters to multiple clients at once. The timeframes estimated on your estimate sheet or contract reflect actual working time and do not assess for: extra time needed discussing revisions, late payments, delays in communication, or Customer vacation time. In the event that these delays persist to the point where they affect other contracted VectorDefector clients, VectorDefector may place project on hold OR request payment-to-date and assign new delivery timeframes for the project.

Dependencies

In the event that any aspect of this Contract or the Finished Product produced pursuant according to its terms is dependent on a separate third party or the Customer’s in-house team, the quality and punctuality of the Finished Product(s) may be subject to said party’s ability to meet the required timelines and/or level of quality. VectorDefector is not responsible for any delay or defect caused by a third party or the Customer’s in-house team.

Third Party or Customer Modification

Some Customers may desire to independently edit or update their web pages after completion of the site. Note however, that VectorDefector is not responsible for any damage to the Finished Product created by the Customer, agent of the Customer, or other Third Party not a party to this contract (including damage caused by a computer virus). Any repairs necessitated by damage so caused will be considered an “Additional Cost” and billed accordingly.

Final Approval / Site Launch

With Customer’s written approval to launch, Customer agrees to have VectorDefector.com release the website live to the public. Customer agrees to have fully reviewed provided test links or designs and approves the project to go live as it is, completing the final phase of the project.

VectorDefector provides a 60 day warranty following a launch with up to 5 hours of included labor free of charge to correct any possible VectorDefector-made errors or omissions in required function, and provide additional customer support and training.

Any additional requests for support, changes or revisions past the warranty date or provided hours will be billed as additional work and incur hourly rates.

Termination

Either party may terminate this Contract upon thirty (30) days written notice. Upon such termination, VectorDefector shall transfer, assign and make available to Customer all property and materials in VectorDefector’s possession or subject to VectorDefector’s control that are the property of Customer, subject to payment in full of all amounts due pursuant to this Contract. In the event Customer terminates this Contract by written notice, all work completed will be applied against the initial deposit, and any amounts for work performed that exceed the initial deposit will be billed to Customer pursuant to the terms of this Contract.

Reproduction Rights

A). The Reproduction Rights set forth herein in this Section 1 to the Customer shall take place and be effective only upon payment in full by the Customer under the terms and time periods of this Agreement.

B). The services provided by VectorDefector under this agreement (the “Services”) and all materials, products, and modifications developed by or prepared for Customer by VectorDefector under this agreement and are the property of the Customer, and all right, title, and interest therein shall vest in Customer and shall be deemed an “all rights buyout” made in the course of the services rendered hereunder. All purchased material shall belong exclusively to Customer and Customer shall have the right to obtain and hold in Customer’s own name copyrights, patents, and trademark registrations, and any other form of protection appropriate to the subject matter, and any extensions and renewals thereof, except for the trademark, logo, or identification of VectorDefector or any archival photos, artwork, audio, or video which are in the public domain or any licensed software within the project. VectorDefector agrees to give Customer and any person designated by Customer any reasonable assistance required to perfect the rights defined in this section upon payment of all fees hereinabove set forth.

C). The Customer shall also have the right to reproduce the completed artwork as interior illustrations, appear on merchandise, form a jacket of any packaging or software, on any book or manual thereof which it may print or publish for the packaging and instruction of the merchandise which it sells or distributes, in advertising, promotional items, and corporate identity items.

D). Nothing in this Section 1 shall expand the limitations of VectorDefector’s warranties pursuant to section 2 and such warranty runs only to the Customer and is not assignable. Subject to this section 1, to the extent VectorDefector incorporates any of its intellectual property owned by it prior to the development of the Project into the Project, it hereby grants to Customer a perpetual, irrevocable, fully paid-up and royalty-free, worldwide, sub-licensable, non-exclusive and unrestricted license and right to use, reproduce, modify, transfer, and maintain such intellectual property and all of its derivatives in the Project, except for licensed software, which it subject to the terms of that license agreement, and except for the trademark, logo, or identification of VectorDefector and any intellectual property of VectorDefector which can be modified only by VectorDefector. However, VectorDefector has the right to reproduce the artwork and project examples for its advertising and marketing without the permission of the Customer.

Company’s warranties. The Company represents as follows:

A). VectorDefector warrants that the project he has established pursuant to the specifications in section 1d, and pursuant to solid product testing established in 4a, shall be free of defects in functionality or workmanship for two-months from the date of the final invoice under this contract. If any failure to conform to this warranty becomes apparent during a period of two months after date of final invoice, VectorDefector shall, upon prompt written notice of the defect from the Customer, repair the project to make it conform to the terms of this contract via free-of-charge labor for up to (5) hours work. Correction in the manner provided herein shall constitute a fulfillment of all liabilities of VectorDefector with respect to the quality of his services and this contract. In the event of options or upgrades subsequent to the final invoice under this contract, each such option or upgrade may have its own separate warranty from invoice under these same terms. This warranty shall not be extended, altered, or varied except by a written agreement (digital or physical) confirmed by both parties and no such agreement shall be deemed to be a modification of this warranty unless such writing specifically indicates that it is a modification of the warranty. This warranty is exclusive and in lieu of and the Customer waives all other warranties, express or implied, including the warranty of merchantability and fitness for purpose. The obligation of VectorDefector, whether by this warranty, or contract, or any claim of negligence, is limited to the terms of this warranty, and there is no right of consequential damage to Customer or any third party. If complete payment of any invoice is not made pursuant to the terms of this agreement and within thirty (30) days after a written notice has been sent to the Customer, the obligation of VectorDefector under this warranty is void, while the limitations on the liability of VectorDefector still control. In the event the Customer modifies or alters its project using a VectorDefector or service other than VectorDefector, this portion (section 2a) of the warranty is void.

B). If the project content developed or used in connection with the development of the project by VectorDefector becomes the subject of a claim of infringement or misappropriation of a patent, copyright, trademark, or proprietary right of any third party, or if a temporary restraining order or other injunctive relief is entered against the use or part of all such content, VectorDefector, in addition to its obligations set forth above, shall use its best efforts to:

• Replace such content with compatible non-infringing content;
• Will promptly modify the content to make it non-infringing without materially impairing the ability to use the content as intended; or
• Promptly protect Customer’s right to continue using the content;
• If none of the foregoing alternatives is reasonably available to VectorDefector, promptly pay to Customer all of the monies paid and costs and expenses incurred by Customer to VectorDefector. This section shall apply only to materials provided by VectorDefector and not to materials provided by Customer, who is solely responsible for its legal liabilities.

VectorDefector will create the original artwork and project except for artwork supplied by the Customer. The Customer must insure:

• That the artwork will not infringe upon any copyright or trademark
• That it contains no matter contrary to the law
• That VectorDefector has the right to use the likeness of all the persons depicted in the artwork where/as VectorDefector has supplied the likeness

Customer’s Warranties. The Customer represents as follows:

A). All artwork, design, logos, likenesses, or photos or persons as supplied by the Customer are with proper permission;

B). Any artwork or content supplied by the Customer does not infringe on any copyright or trademark;

C). The Customer will indemnify and hold harmless VectorDefector from any and all claims arising there from, including legal fees.

D). The Customer gives permission to VectorDefector to refuse at any time to print or place on the Internet any copy, photograph, or illustration of any kind that in VectorDefector’s sole discretion it believes is an invasion of privacy, degrading, libelous, unlawful, obscene, pornographic, in bad taste, or which in the sole judgment of VectorDefector is an infringement on a trademark or copyright belonging to others, without VectorDefector having any affirmative obligation to review the website for such infringement.

Customer’s Responsibilities

A). Customer has the responsibility of timely providing technical and other information and documentation as needed by VectorDefector and to test the product provided and make written comments to VectorDefector within reasonable time periods as indicated by VectorDefector. The failure to provide such timely written information, or test the product, or provide written comment on the tested product within those time periods may cause a delay in the completion of the project both with regard to the completion date and possible interference with other contractual obligations of VectorDefector. Upon reasonable written notice by VectorDefector, and upon the failure of the Customer to comply with the requests for information, testing or comment period, VectorDefector may deem the Customer to be in breach of the agreement, cancel the agreement with the Customer, retain the monies already paid, and invoice for services rendered to date which shall be paid within ten (10) days of receipt of the invoice; or VectorDefector, at its option, may place the project “on hold” or “in-testing”, fix new contract dates for delivery and completion, and invoice the Customer for the work done to date, which shall be paid within (30) thirty days upon receiving the invoice.

Confidentiality

A). This Agreement creates a confidential relationship between Customer and VectorDefector. Information concerning VectorDefector’s and Customer’s business affairs, vendors, finances, properties, methods of operation, computer programs, employees, documentation, and other such information whether written, oral, or otherwise, is confidential in nature. VectorDefector, Customer, and employees of both will adhere fully to this confidentiality agreement. Customer and VectorDefector will not disclose any confidential information to third parties without prior written consent of the other party except as may be required by law.

Breaches or Cancellation

A). In the event of any default in payment within thirty (30) business days after notice by VectorDefector, the Customer shall be deemed to be in default under this contract. Upon such contract default, or if the Customer gives notice of cancellation of the contract without any default of VectorDefector, VectorDefector is immediately entitled to all payments previously made and to invoice for all work including overage and options ordered by the Customer to the date of cancellation or breach. There shall be no right to a refund to any payments already made. VectorDefector shall be entitled to reasonable legal fees in the event the services of an attorney are necessary for collection. Consequential or third party damages are prohibited.

B). In the event of any default by VectorDefector within thirty (30) business days of notice by the customer concerning the delivery schedule, VectorDefector shall be deemed in default under the contract and the Customer shall be entitled to a pro-rated refund of payments made at which time the contract is cancelled, the work is deemed that of VectorDefector, without any warranties by VectorDefector. The Customer shall be entitled to reasonable legal fees in the event the services of an attorney are necessary for collection. Consequential or third party damages are prohibited.

Threat Mitigation & Liability for Security and Data Breach

VectorDefector is committed to taking reasonable measures to secure the websites we design and build. However, it is important for the Customer to understand that the internet and web hosting services are not completely immune to security threats and potential virus infections. While we strive to ensure the utmost security and perform periodic updates, we cannot guarantee absolute protection against all cyber threats. Customers are solely responsible for their own website content and the security of their web hosting accounts. VectorDefector shall not be liable for any damages, losses, or expenses arising from unauthorized access, hacking, data breaches, or virus infections of the customer’s website or web hosting account. It is the customer’s responsibility to maintain proper security practices, such as strong passwords, regular data backups, and installing security software on their own hardware. In the event that a security breach occurs due to a vulnerability in the website’s design or code created by VectorDefector, our liability shall be limited to the reasonable labor cost of rectifying the issue directly associated with our services. We shall not be liable for any consequential damages, indirect losses, or third-party claims resulting from such incidents. Customers may request additional threat mitigation services, which will be billed at an hourly rate. However, VectorDefector shall not be obligated to provide such services unless expressly agreed upon in writing. By engaging VectorDefector for website design and build services, the customer acknowledges and agrees to these terms regarding security and data breach liabilities.

Entire Agreement and Governing Law

This agreement constitutes the entire agreement with respect to the design and development of Customer web site and supersedes all prior or contemporaneous oral or written agreements concerning such confidential information. The Contract may not amended except by written agreement signed by authorized representatives of all parties hereto. The Contract will be governed by and construed in accordance with the laws of Colorado.

 

Updated 7/2023