Terms of Service at Blue Tiger Studio, LLC
THIS SERVICE AGREEMENT (the “Agreement”) is made by and between Blue Tiger Studio, LLC. (“Company”), a Washington limited liability company, and the “Client” defined as any business or individual who does business by purchasing services or products from our company.
Engagement of Services
Company will exercise all reasonable efforts to complete the services described in the contract (the “Services”) executed during the term of the purchase Agreement within the time set forth therein.
The term of service agreement is set according to the plan the customer enrolls in. We allow for automatic renewal of the term unless one party gives notice of intent not to renew within 2 days – before the agreement expires. Customer will receive notification upon the expiration of the existing contract prior to renewing automatically.
This agreement will be interpreted according to the plain meaning of its terms, without any presumption or interference that: (a) it should be construed either in favor of or against either party; or (b) failure to include a term which appeared in a subsequent draft is probative of the parties’ intent in forming this agreement. Headings are for convenience only and do not affect the meaning of this agreement. The words “includes,” and “including” are used in this agreement without limitation unless qualified by terms such as “only” or “solely.”
When Client purchases hourly services, they are tracked and billed at the end of each month, with 30 days for payment. Hourly services may be paid by check or credit card from monthly invoices. We will work with you if you have trouble making a payment, or if there is any disputed amount, but do expect that payments are made on time. If the payment is not received within this time frame it may be subject to additional fees of 15% the invoiced amount.
When subscription services are purchased buy the client, they are automatically billed according to the terms of the subscription agreement. There are some that are billed monthly with a quarterly option to renew, and some that are billed monthly with an annual option to renew, and some are billed as a lump some one-time per year, with an option to renew the following year. Payments for recurring services are automatically debited from the credit card or PayPal account associated with the initial purchase. At the end of the contract term, you will receive an email to opt out of renewal, or continue with the next term as was outlined in your previous contract. Subscriptions will automatically renew unless Client opts out prior to the date of renewal. We will also notify you if there is a problem with your credit card method, like past expiration date, and try to update the payment method. If this is not fixed within 10 days of contract renewal, your contract and services will terminate. You may check your account status, renewal dates, and saved payment methods on your Account page.
Refunds and Cancellations
Blue Tiger Studio offers recurring contracts with various options for payment timing and duration contract. We do this to make our services available to different types of clients and try to accommodate different financial situations that our Clients may have. Each recurring contract is clearly defined in the pricing and payment details at time of purchase on that product’s shop page. Some recurring services are billed monthly, with a quarterly option to renew; and some that are billed monthly, with an annual option to renew; and some are billed as a lump some one-time per year, with an option to renew the following year. If there is a reason to break the contract prior to the end of the renewal period, it needs to be sent in writing to firstname.lastname@example.org or to Blue Tiger Studio, 433 W. York Ave, Spokane, WA 99205. We are willing to work with you and hopefully resolve the issue that made you want to leave the contract, with options to move to a lower cost monthly plan, or to cancel at the end of the month that is currently in process. There is a cancellation fee of 30% of the remaining balance due at the time of cancellation unless extenuating circumstances can be determined and approved.
Each party acknowledges that in connection with this agreement if may receive certain confidential information. Information disclosed by a party in connection with the Services or this Agreement will be deemed confidential if it is clearly identified in writing as confidential at the time of disclosure. Each party, its agents and employees; shall hold and maintain in strict confidence all such confidential information, shall not disclose confidential information to any third party, and shall not use any confidential information except as may be necessary to perform its obligations under the SOW, except as disclosure may be required by a court or government authority. Confidential information does not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.
Independent Contractor Relationship
Company’s relationship with Client is that of an independent contractor. Nothing in this agreement is intended to, or should be construed to create a partnership, joint venture, or employment relationship. No part of Company’s compensation will be subject to with holding by Client any employee payroll taxes. Client will report amounts paid to Company by filing Form 1099-MISC. Company is solely responsible for maintaining adequate records of expenses incurred in the course of performing services for Client.
Rights to Work Product
- Property of Client
- “Client Content” includes materials, information, and other content that Client specifies or provides to Company for use in performing Services. Client Content will remain the sole property of Client or its respective licensors. Client grants Company a nonexclusive, nontransferable license to use, reproduce, modify, display, create derivative works of, distribute, and publish the Client Content solely in connection with Company’s performance of the Services and for limited promotional uses as authorized in this agreement.
- “Deliverables” means the items of Company work product that will be provided to Client under each SOW as the end result of the Services. Subject to receipt of payment of all sums due for the applicable services, Company will assign to Client all of its rights in and to any Deliverable created by Company for Client.
- Property of Company. Except as expressly stated to the contrary in an SOW, Company will retain all rights to any experience, skills, industry knowledge and data (other than confidential information of Client), and to all Preliminary Works and Designer Tools work, that it acquires, develops, conceives, uses or creates in the performance of the Services.
- “Preliminary Works” include all preliminary artwork, concepts, visual presentations, and alternate designs not included in the final Deliverables. Company retains all rights to Preliminary Works. Client shall return all Preliminary Works to Company within thirty (30) days after completion of the applicable Deliverable.
- “Designer Tools” includes all data, modules, components, design templates, program listings, stock images, clip art, techniques, forms, programs, plug-ins, application tools, and other information used by Company in performing the Services. All Designer Tools are and will remain the exclusive property of Company or its licensors.
- License to Client. Company hereby grants to Client license to use the Designer Tools solely to the extent necessary for the Client’s use and exploitation of the Deliverables. Client may not decompile, reverse engineer, create derivative works from, or otherwise modify/use any Designer Tools.
Hosting Service & Maintenance
Unless otherwise agreed, hosting will be performed under SiteGround hosting. Client’s use of the hosting services is subject to Siteground’s terms of service found at https://www.siteground.com/terms.htm. Unless otherwise agreed, Company will maintain and support any website developed as a Deliverable for Client in accordance with the Company’s standard Service Level Agreement, without additional charge, for a period of one year after the date when Company advises Client that the website has been completed. After the initial year, Company will continue to maintain and support the website for additional, renewable one-year terms provided that Client first pays Company’s then-applicable fee for such Services before the beginning of the renewal term. Company will send Client an invoice for renewal of maintenance services at least 30 days before the expiration of the current maintenance period. If Client fails to pay the fee before the end of the current maintenance term, Company will have no obligation to support or maintain the website after the expiration of such term.
Representations and Warranties
- By Company
The Company represents and warrants that it will perform all services in a good and professional manner, that its engagement to provide Services will not violate any agreement Company has made with others, and that it has the right and ability to assign the Deliverables to Client.
- By Client
Client represents and warrants that its representative has the power and authority to enter into this agreement, and that it is the owner of all Client Content or has sufficient rights in the Client Content as required for the lawful performance of the Services.
- By Both Company and Client
EACH PARTY DISCLAIMS ALL WARRANTIES, DUTIES, AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET FORTH IN THIS AGREEMENT, INCLUDING THOSE OF OR RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OR COMPLETENESS OF RESULTS, WORKMANLIKE EFFORT, LACK OF NEGLIGENCE AND CORRESPONDENCE TO DESCRIPTION.
Liability, Insurance, and Indemnification
Neither party is responsible for any special, incidental, consequential, or punitive damages which the other party may incur in the performance of, or arising from the breach of this agreement. The right of each party to recover any such damages is waived and excluded.
Company agrees to provide and to maintain in effect at all times during the term of this agreement, at Company’s expense, the following minimum insurance coverage:
- Commercial General Liability Insurance: Including coverage for bodily injury, property damage, medical payments, advertising injury, and contract liability with policy limits of $1,000,000.00 per occurrence and $2,000,000.00 annual aggregate.
- Proof of Insurance: Upon request from Client, Company shall provide Client with current certificates of insurance evidencing the required coverage.
- No Limitation: These insurance coverages required shall not in any way limit Company’s indemnity obligations to Client as set forth elsewhere in this agreement.
Each party will defend, indemnify and hold harmless the other, and its officers, directors, managers, members, employees, and agents from any and all claims, losses, liabilities, damages, expenses, and costs (including attorney’s fees and court costs) which arise out of or result from the party’s performance or non-performance of this agreement. A party will not be indemnified to the extent that any claim arises out of, if based upon, or caused by the negligence or intentional misconduct of, or information supplied by such party.
- Procedures for Indemnity
The party seeking indemnity (the “Indemnitee”) must give the other party prompt notice of any claim, provide all assistance and authority reasonably required to defend of settle the claim, and not attempt to settle the claim without the prior written consent of the Indemnitor unless the settlement contains an unconditional and complete release of all persons who are or who may reasonably become parties to the claim. The defense of any claim will be conducted by attorneys selected by the Indemnitor and reasonably accepted by the Indemnitee. The Indemnitee may participate in the defense with attorneys of its own choosing at its sole cost and expense without contribution or indemnification.
Either party may terminate this Agreement (including any current Scope of Work) with or without cause, and without penalty, effective thirty (30) days after a party gives written notice of termination. If Company gives notice of termination without cause, Client may require Company to continue to provide services under any Scope of Work then in effect for ninety (90) days from the date of such notice. This Agreement or any Scope of Work may be terminated for cause: (i) by either party, effective after fifteen (15) days written notice of a material breach by the other party, unless such breach is cured before the end of such fifteen (15) day period; (ii) by Client, immediately in its sole discretion upon Company’s material breach of Sections 9 (“Confidential Information”).
During the term of this agreement, and for a period of one (1) year immediately following its termination, neither party will directly or indirectly solicit or induce any employee or independent contractor of the other party to terminate or breach an employment, contractual, or other relationship with such party.
Neither party is responsible to the other for non-performance or delay in performance (other than payment) occasioned by any cause beyond its control including acts or omissions of the other party, acts of civil or military authority, acts of terror, strikes, embargoes, insurrections of Acts of God. If such a delay occurs, the time of performance will be extended for a period equal to the time lost from such cause. Any reasonable amount of time in addition to the time lost may be introduced and agreed upon by the parties if need be.
Successors and Assigns
This agreement is binding upon, and inures to the benefit of, the parties and their respective successors and assigns. Company may not subcontract or otherwise delegate its obligations under this agreement without Client’s prior written consent.
Any notice required or permitted by this agreement must be in writing and must be sent to the address of the intended party as provided in this agreement. Any notice will be deemed given when delivered: (a) by personal delivery when delivered personally; (b) by overnight courier upon written verification of receipt; (c) by facsimile or e-mail transmission upon acknowledgement of receipt; or (d) by certified or registered mail, return receipt requested, upon verification of receipt.
This agreement will be governed in all respects by the laws of the state of Washington as applied to agreements entered into and to be performed entirely within Washington and between Washington residents.
The parties hereby expressly consent to the personal jurisdiction of the state and federal courts located in Spokane County, Washington for any lawsuit arising from or relating to this agreement.
If any part of this agreement is or becomes invalid for any reason, that part will be enforced to the fullest extent permissible to effect the parties’ intent and such invalidity will not affect the validity of the remaining parts of this agreement.
A waiver is not effective unless made in writing. A waiver is effective with respect to the specific instance involved and will not apply in any other respect or at any other time.
This agreement, together with each SOW now or hereafter executed by the parties, constitute the entire agreement between the parties relating to this subject matter and supersede all prior or contemporaneous oral or written agreements concerning such subject matter. In the event of any conflict between the terms of this agreement and any SOW, the terms of the SOW will control but only with respect to the services set forth therein. This agreement may only be changed by mutual written agreement of authorized representatives of the parties.