Web Unraveling Web Services Agreement

Terms and Conditions / Terms of Services

(1) DEFINITIONS

Some of the capitalized terms used in this Agreement are defined here in Section (1), while others are defined within the context of the Agreement.

(a) "Deliverables" means any and all materials that Web Unraveling will deliver to Customer as set forth in an applicable Work Order, including all algorithms, concepts, data, designs, developments, documentation, discoveries, HTML, XML and other codes or data schema, interfaces, inventions, methods, multimedia files (including audio, graphic, photographic, and video files), object code, procedures, programs, source code, text, documentation, or web pages.

(b) "Intellectual Property Rights" means any and all patents, copyrights, trademarks, trade secrets, industrial designs, moral rights, rights of publicity and other intellectual property rights in any country of the world or contract rights having a similar effect.

(c) "Customer Content" means all content, information or data which is provided to Web Unraveling by or on behalf of Customer where it is intended to be used by Web Unraveling in its performance of the Services in creating the Deliverables. Customer Content includes, but is not limited to, any text, graphics, photographs, databases, computer code or audio/visual material.

(d) "Services" means the consulting or other services performed by Web Unraveling for the benefit of Customer and further described in a Work Order, including all services or consulting to be performed in the course of creating any Deliverables.

(e) "Work Order" means the description of a particular job to be performed by Web Unraveling on behalf of Customer under the terms of this Agreement.

(2) SERVICES

By using Services provided by Web Unraveling you agree to the terms of services found in this document.

(a) Work Order. Each Work Order represents the parties' agreement as to the scope of the Deliverables and Services. Each Work Order will become an integral part of this Agreement after it has been signed or approved in writing by authorized representatives of both parties. A Work Order will be provided by Web Unraveling as an estimate, quote, or invoice which includes a description of the work to be done, but the parties may choose to use another form of Work Order where a particular job should require. Any changes to an agreed upon Work Order will occur only through the change management process described below. In the event of a conflict between the terms of this Agreement and any Work Order, the terms of this Agreement will control unless the Work Order specifically and explicitly states which terms of this Agreement are intended by the parties to prevail for purposes of that Work Order. Web Unraveling reserves the right to require advance payments against estimated fees as a condition of entering into a Work Order. Advance payments are non-refundable after 5 business days of receipt.

(b) Primary Contacts. For each Work Order, Customer and Web Unraveling each appoint the individuals designated on the relevant Work Order to act as their respective primary contacts (the "Primary Contacts"). Each Primary Contact will be the point of contact for his or her party's performance and obligations under a Work Order. Each party may rely upon the other party's Primary Contact as having approval authority for any Change Orders under the Work Order. Each party will notify the other party prior to changing its Primary Contact.

(c) Project Management

(i) The parties will cooperate with each other to complete the work and Deliverables described in a Work Order. Web Unraveling's ability to provide the Deliverables in a timely manner may depend on Customer's performance of certain required approvals, reviews, edits and notices within the time periods noted in a Work Order. Customer shall ensure that its Primary Contact, and any other necessary Customer resources, are available to Web Unraveling as may be required to complete the project in a Work Order.

(ii) Upon final completion of a Deliverable, Web Unraveling shall convey a copy of the Deliverable to Customer or otherwise make it available to Customer for testing purposes on Web Unraveling's testing servers. If Customer believes any Deliverable does not conform to the terms of the Work Order or is deficient in operation (such as a ‘bug' in operation), then Customer will promptly give Web Unraveling written notice of its claims within 14 days. Web Unraveling will correct any deficiencies in such Deliverable. If in Web Unraveling's reasonable opinion the claimed deficiencies are outside the scope of the terms of the Work Order or are based on subjective requirements of Customer such as look and feel or other non-objective criteria, or a requested more than 14 days of the Deliverable being conveyed, or if Customer requests additions or alterations to an existing Work Order, Web Unraveling reserves the rights: (a) to decline to perform the additional work; and (b) to charge additional fees for such work and/or to require a written description of the additional or altered work and new fees to be charged in the form of a "Change Order" to be executed in advance of the work being performed.

(d) "Intellectual Property". Unless otherwise agreed in writing by Web Unraveling, Web Unraveling's proposals, and this Agreement, are generally described as creating a set of licenses between the parties, and not as a sale of intellectual property from either party to the other. In particular, the parties agree to the following descriptions and divisions of their respective intellectual property rights:

(i) Unless otherwise agreed by Web Unraveling in writing, Customer is solely responsible for obtaining all Intellectual Property Rights in the Customer Content as may be necessary for Web Unraveling to perform the Services and/or create the Deliverables. In the event the parties agree that Web Unraveling should obtain content from third parties (such as licensed graphics), Web Unraveling shall do so solely as Customer's agent, all such licenses and obligations arising out of them shall be solely Customer's licenses and obligations, and Customer shall reimburse Web Unraveling for any fees or royalties that Web Unraveling has paid arising out of such third party licenses.

(ii) Customer is hereby granted a non-exclusive, perpetual, world-wide license to use the Deliverable for purposes of operating a Web site on the Internet, using Customer's trademarks, branding and trade names substantially as shown within the Deliverables, or within Customer's own corporate intranet system (collectively the "Use License").

(iii) Except for (A) any Intellectual Property Rights in the Customer Content; and (B) the Use License, Web Unraveling retains and reserves all, and does not transfer or assign any, Intellectual Property Rights in the Deliverables. Except for the limited rights necessary for Web Unraveling to perform the Services under any Work Order, Customer retains and reserves all, and does not transfer or assign any, Intellectual Property Rights in the Customer Content.

(iv) Web Unraveling may affix to any Deliverables an appropriate proprietary rights notice, substantially as follows, and Customer may not remove any such proprietary rights notices without the express written permission of Web Unraveling:

"Copyright 2019 Web Unraveling. All rights reserved."

(3) FEES AND PAYMENT

(a) Fees. Except to the extent expressly agreed by the parties under a particular Work Order, all work performed under any Work Order is performed under a time and materials basis. All estimates or suggested fees set forth in a Work Order or it's attachments are only non-binding estimates based on the parties' prior understandings, and Customer acknowledges that as a project's scope may change during the course of development that additional time and fees may be required to complete the project. Web Unraveling will make reasonable attempts to keep Customer informed of progress on each project and the running fees accruing under the Work Order. Regardless, Customer agrees to pay Web Unraveling for the Services and Deliverables in accordance with the fee rates set forth in the Work Order. In addition Customer shall reimburse Web Unraveling's expenses provided such expenses are reasonable and necessarily incurred in providing Services under this Agreement.

(b) Invoices. Unless otherwise agreed by Web Unraveling in writing: (i) Web Unraveling shall invoice Customer periodically for all accrued and earned fees and expenses; (ii) Customer shall pay all such invoices to Web Unraveling in good funds within fifteen (15) days of the invoice date; and (iii) any advance payments against fees which Web Unraveling may require from Customer under a Work Order before doing the work shall be applied by Web Unraveling against the final amounts owed under the Work Order.

(c) Taxes. Except for taxes that are based expressly on Web Unraveling's income, any taxes which arise out of the transactions entered into under this Agreement shall be paid by Customer, including any applicable sales taxes.

(4) WARRANTIES, LIABILITY AND INDEMNITY

(a) Customer. Customer represents, warrants and covenants to Web Unraveling that it has all Intellectual Property Rights as may be necessary in all Customer Content in order for Web Unraveling to receive, store and use the Customer Content for purposes of performing the Services and creating the Deliverables. During the term of this Agreement and thereafter, Customer shall indemnify, defend and hold Web Unraveling harmless against any losses, claims, lawsuits or demands arising out of a third party's claims to the extent they are based upon Intellectual Property Rights in the Customer Content.

(b) Web Unraveling. Web Unraveling will provide the Services and Deliverables in a commercially reasonable manner under the prevailing standards of the Web development industry at the time. Customer's sole remedy for a breach of any warranties under this Agreement is, where any work performed by Web Unraveling is clearly deficient in performance quality (such as ‘buggy' or otherwise clearly inadequate within the scope of work set forth in the Work Order), Web Unraveling will, upon Customer request, perform the work again at no additional cost to Customer, subject to the terms of Section (2)(c)(ii). Web Unraveling DISCLAIMS ALL OTHER WARRANTIES ARISING OUT OF THE SERVICES AND THE DELIVERABLES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT OR ACCURACY OF INFORMATION.

(c) Limitations on Liability. For any liability arising under or in connection with this Agreement, whether based upon contract, tort (including, without limitation, negligence, duty to warn and strict liability), warranty or any other legal or equitable grounds: (i) in no event shall either party be liable for any punitive, exemplary, incidental, indirect, consequential or special damages, including damages for loss of profits, interest, revenue, data or use, or interruption of business; and (ii) Web Unraveling's aggregate liability for the entire term of the Agreement shall never be greater than the amount actually paid to Web Unraveling by Customer under this Agreement.

(5) MISCELLANEOUS

(a) Data Safeguarding. To the extent as may be required under applicable laws, Web Unraveling shall implement and maintain reasonable safeguards to protect the privacy and security of any Customer Content to the extent it is protected data under such applicable laws. Otherwise, Web Unraveling does not undertake under this Agreement to protect the confidentiality, privacy or security of any information or data unless expressly agreed in writing by Web Unraveling.

(b) Maintenance. Maintenance requests will be treated the same as a Work Order. Maintenance will only be provided for supported software and services being used in an environment supported by Web Unraveling unless expressly agreed in writing by Web Unraveling. Maintenance may include but is not limited to testing a website in multiple browsers, upgrading or updating software, reporting website rankings or statistics, troubleshooting errors, checking error logs, testing functionality, and adding or removing Customer Content. Customer Content must be provided as it is intended to appear and in a file format acceptable to Web Unraveling. Maintenance does not include the manipulation of code.

(c) Term of Agreement. This Agreement will be effective as of the Effective Date and will remain in effect until terminated by either party. Any terms of this Agreement or a Work Order that, by their own terms, are intended to survive the termination of this Agreement shall survive the termination, and the surviving obligations shall include all Customer obligations to pay for any work or products which arose prior to the termination. Otherwise all other terms and obligations of this Agreement shall terminate when the Agreement terminates, including any obligation to complete a particular Work Order.

(d) Notices. All notices described to be delivered from one party to the other under this Agreement must be given in writing and delivered by: (i) Web Unraveling's secure messaging; (ii) overnight courier service with confirmed receipt; or (iii) by U.S. postal certified mail with return receipt requested. All notices shall be deemed delivered upon receipt by the receiving party. Either party may change its notice address by giving an appropriate written notice to the other party.

(e) Governing Law and Venue. This Agreement shall be construed and interpreted under the laws of the State of Minnesota with regard to contracts entered into within Minnesota. The exclusive courts of jurisdiction as courts of first instance for any and all claims, disputes or controversies arising out of this Agreement be the state or federal courts with jurisdiction over the locations of Web Unraveling's business office, and Customer hereby submits to the personal jurisdiction of such courts.

(f) Construction. This Agreement and any following Work Orders constitute the entire agreement between Customer and Web Unraveling with respect to its subject matter, and supersedes any and all previous or contemporaneous agreements and understandings with respect to such subject matter. This Agreement may be amended only by written agreement of the parties Waiver by either party of the breach of any provision of this Agreement by the other party will not operate or be construed as a waiver of any subsequent, similar or other breach by the breaching party. Whenever used in this Agreement, "including" means "including without limitation." In the event any portion of this Agreement shall be held to be invalid, the same shall not affect in any respect whatsoever the validity of the remainder of this Agreement. If Web Unraveling's performance of it's work is prevented, hindered, delayed or otherwise made impracticable by reason of any cause beyond Web Unraveling's reasonable control, including, but not limited to, any flood, riot, fire, judicial or governmental action, act of war or terrorism, and labor disputes, then Web Unraveling shall be excused from such performance to the extent that it is so prevented, hindered or delayed.

These terms may be changed or updated without notice.

Last update: Wed, 08 May 2019 12:32:46 -0400