Support Data Inc Website Terms and Conditions
Revision Date: Feb 15, 2011
In addition to particular points of policy and terms indicated in our formal proposals, the following apply to all Support Data Inc proposals and contracts.
Fees agreed to for services rendered include all applicable taxes. Appropriate taxes will be included per state and federal law. All amounts quoted are in U.S. dollars, payable in the United States.
Client agrees to pay Support Data Inc as compensation for services, professional fees in the amount set forth in the proposal. The professional fees will be invoiced by Support Data Inc and paid by the Client as follows: 75% upon the authorization of services and with next invoice 25% upon the completion of the project, but before the support phase and training session starts.
The Support Data Inc proposal includes an estimated fee to cover internal materials and expenses incurred in the course of delivering the Client project. This includes, but is not limited to the usage costs for phone, conference call lines, fax, copiers, scanners, black and white and color prints, CDs and other storage media, typography, stock photography, presentation and art materials, and mileage. If over the course of the project Client exceeds the Support Data Inc proposal does not include costs for freight, shipping, messenger, and courier services.
Freight and shipping include ground and air shipments of packages, boxes, crates, and other packaging forms. Support Data Inc will bill Client at cost for all freight, shipping, messenger, and courier services. Support Data Inc will ship on Client vendor accounts if requested by Client with appropriate account numbers. The Support Data Inc proposal does not include travel expenses (airfare, hotel, car rental, taxis, public transportation, parking, and staff per diem.) for all travel expenses in advance and in writing (eMail accepted).
Should the scope of the project change at any time during the course of the project or should the Client introduce delays to the schedule agreed upon, Support Data Inc reserves the right to review and revise its professional fees and schedules quoted and will submit a revised agreement for Client approval.
CANCELLATION FEE: The parties agree that upon signing this agreement, Client will be required to provide Support Data Inc with a payment equal to 75% of the total initial projected project budget (the “Initial Payment”). The parties hereby acknowledge and agree that this Initial Payment will be considered earned by Support Data Inc immediately upon receipt thereof. Client and Support Data Inc each hereby acknowledge and agree that if, for any reason, Client cancels the project prior to completion of the project and Client’s payment in full of all amounts due under this Agreement, Support Data Inc shall retain the entire Initial Payment as a cancellation fee, the same having been earned upon receipt.
RELATIONS WITH A CLIENT: Notwithstanding the foregoing, nothing shall require Support Data Inc to restrict its dissemination of (a) information which becomes generally available to the public, (b) information known to Support Data Inc prior to the Client’s disclosure thereof to Support Data Inc, or (c) information which Support Data Inc receives from a third Party. The designs, names, brand icons, marks and materials created by Support Data Inc are believed not to infringe upon the rights of others. However, Support Data Inc cannot warrant the Client will be immune from claims of others due to the complexity of the laws and regulations governing such rights and the virtual impossibility of searching designs and names worldwide. It is recommended that Client consult its own legal counsel as to both the availability and “registrability” of the proposed designs, names, marks and other. Support Data Inc is not responsible for any media (images, photographs, pictures, audio, video) or content (copy, text, documents) provided by the Client and used in the creation of any deliverables that are illegal or copyrighted. It is the responsibility of the Client and its legal counsel to Support Data Inc can refer Client to appropriate legal resources to perform preliminary searches for copyright and trademark issues, as well as suggest URL availability (for additional fees if appropriate) Support Data Inc can provide necessary paperwork related to buyout rights for photography, illustration, talent, models, and music to the Client, if required. Legal protection and appropriate registration of a design, name, mark or other materials developed by Support Data Inc is the client’s sole responsibility and should be identity or brand design system for the project, remains the property of Support Data Inc. In the event the Client wishes to acquire rights in other designs, names, marks or other materials, which are in addition to the one(s) selected pursuant to the proposal, Support Data Inc and the Client shall mutually agree in good faith and it is the client sole responsibility.
WARRANTIES: SUPPORT DATA INC MAKES NO WARRANTIES WHATSOEVER, EITHER EXPRESS OR IMPLIED, WITH REGARD TO THE PRODUCTS AND SERVICES COVERED BY THE AGREEMENT, INCLUDING, BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. SUPPORT DATA INC DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS THAT THE PRODUCTS OR SERVICES PROVIDED HEREUNDER ARE ERROR-FREE OR REGARDING THE USE, OR THE RESULTS OF THE USE, OF SUCH PRODUCTS OR SERVICES. SUPPORT DATA INC WILL NOT BE LIABLE FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF OR DAMAGE TO DATA, LOSS OF ANTICIPATED REVENUE OR PROFITS, WORK STOPPAGE OR IMPAIRMENT OF OTHER ASSETS, WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT SUPPORT DATA INC AND MARCUS ASSOCIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUPPORT DATA INC’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND THE PRODUCTS AND SERVICES PROVIDED HEREUNDER, WHETHER IN CONTRACT, TORT, OR OTHER THEORY, WILL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO SUPPORT DATA INC BY CLIENT UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING ANY CLAIM.
DISPUTES: All disputes and controversies arising out of, or relating to, this agreement shall be submitted to arbitration. The arbitration shall be held before a single arbitrator in accordance with the rules of the American Arbitration Association then in force and effect. The arbitration, including arbitrators may be entered into in any court having jurisdiction thereof to attempt a resolution. The parties further agree to act in good faith with respect to said mediation. Support Data Inc proposals created for potential clients are the property of Support Data Inc and may not be used in whole or part for any other purpose. Support Data Inc proposals and other documents are considered proprietary and have full protection rights under copyright law.