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LedgePoint.com Terms of Service

LedgePoint.com further referred to as Consultant provides services (as mutually agreed upon in advance by the parties) to Client, as assigned by Client, according to the scope of work agreed upon by both parties.

1. Term.
The initial term of the agreement between parties is generally one year from the date of the written consent to terms by Client. After this initial term, the Agreement can be extended at any time by mutual consent of the parties: If Client requests, via email or phone, Consultant to do additional work, and Consultant accepts, then that work performed will be considered to be done as an extension of the Agreement. Unless otherwise noted, such work would be billed at the hourly rate.

2. Duties & Timing (aka herein "Scope of Work").
Consultant shall provide services (as mutually agreed upon in advance by the parties) to Client, as assigned by Client. The Scope of Work will be outlined in the form of email or other written document. By accepting the scope of work and agreeing to proceed with the project Client enters into an Agreement with Consultant and agrees to all terms and conditions herein.

Scope Changes. For specific-scoped work, any additions to the scope of work will incur additional fees. Prior to any such additional work being performed, Consultant and Client will agree on the new scope, timing, and fees for such. In general, a la carte style changes or additions to an existing scope will be billed at the hourly rate defined by the Consultant.

3. Fees & Payment.
The fees quoted assume payment by check, credit card, or PayPal. If an alternative payment method is desired (pending acceptance by Consultant), Consultant may markup payment amount(s) to cover additional time or fees involved.

Definition of Hourly Rate. For hourly work requested, and/or for any work in addition to a defined scope of work, the hourly rate shall be charged for web development, web design, programming and SEO services, Photoshop work, and other work and services, billed reflecting actual time, effort and materials spent.

Additional Fee Potential. In some cases, the Client or the third parties not under the supervision of Consultant (e.g., other staff of, or contractors for the Client) may have access to the web site, server, relevant work files, etc. If such a party makes changes, alterations, deletions, errors, etc. that Consultant needs to repair, Client agrees that Consultant may bill Client for said repairs at the hourly rate.

Materials and Outside Services. If materials and/or outside services are required by Client for the performance of services (e.g., imagery purchases, software purchases, CMS extension purchases, hardware, server space / hosting, domain names, hotel, airfare, and/or other expenses), as mutually agreed upon in advance, Client agrees to reimburse Consultant for any such expenses, which will be enumerated on an invoice.

Meetings and Calls. Time spent in meetings and calls (aside from those related to any flat-fee scope outlined above) with Client is considered billable time. If it's a working meeting (strategizing, planning, scoping out a new project, etc.), it's billable.

Exclusions. Fees exclude, and Client is responsible for, all sales, use, excise, VAT, GST, similar taxes or levies, and other assessments, except those levied against the income of Consultant.

Project Delays and/or Abandonment. If any stated timeline as assigned is not met, parties agree to remain in communication about such delays. In cases in which a delay is extended (at Consultant's reasonable discretion), Consultant may invoice client for an amount due commensurate with the progress made and time invested to that point. In such cases, any remaining work may need to be rescheduled, as Consultant's time may be allocated to other clients. In extreme cases, such as project abandonment by Client, Consultant may opt to terminate the agreement. If an abandoned project is reopened, a new scope, timeline, and fee structure will apply.

4. Confidentiality.
Either party may disclose to the other party information considered confidential and proprietary to the disclosing party (hereinafter "Confidential Information"). Confidential Information shall include either party's financial information, whether disclosed in tangible or intangible form; terms and pricing under the Agreement; and any other non-public information identified as confidential by the disclosing party at the time of disclosure, or which by its nature is normally considered confidential, such as information related to past, present, or future research, development, or business affairs, any proprietary products, materials or methodologies, or any other information which provides the disclosing party with a competitive advantage. The receiving party shall protect the disclosing party's Confidential Information with the same degree of care that it regularly uses to protect its own Confidential Information from unauthorized use or disclosure, but in no event with less than a reasonable degree of care. No rights or licenses under patents, trademarks, or copyrights are granted or implied by any disclosure of Confidential Information. This Section shall survive the expiration or termination of the Agreement.

Obligations of confidentiality imposed by the Agreement shall not apply to any Confidential Information that: (1) is rightfully received from a third party without accompanying markings or disclosure restrictions; (2) is independently developed by employees of the receiving party who have not had access to such Confidential Information; (3) is or becomes publicly available through no wrongful act of the receiving party; (4) is already known by the receiving party as evidenced by documentation bearing a date prior to the date of disclosure; or (5) is approved for release by an authorized representative of the disclosing party.

5. Special Rights, Responsibilities, Licenses, and Provisions.

"Code" Acknowledgements. The word "code" (throughout this Agreement) refers broadly to source code of any kind -- e.g., HTML, PHP, Javascript, CSS, MySQL, or any other type of computer instruction relevant to the functionality of the web site, including comments written within that code.

a. Pre-Existing Code. Consultant may use or modify existing code on Client's web site. By entering into Agreement, Client acknowledges that, for any non-open-source code used by Client, Client or third-parties own this intellectual property, and it will be treated as such.

b. New Code. For any new code developed by Consultant for this contract, Consultant grants to Client, and Client accepts, an unlimited, unrestricted, royalty-free, fully paid, worldwide and nonexclusive use (unless such rights are specified otherwise within the scope of work).

c. Open-Source Code. By its nature, open-source code is published and made available to the public, enabling anyone to copy, modify, and redistribute the source code without paying royalties or fees. In these situations, neither Client nor Consultant retains any rights related to this code.

Revisions. For work that includes design aspects, unless otherwise specified in the Agreement, Consultant will (1) make up a version of the project, (2) present it to Client, (3) and make any reasonable changes requested by Client. ("Reasonable" refers to routine changes such as colors, fonts, moving things around, sizings, etc.). That process constitutes one "round" of changes. At Consultant's discretion, additional minor changes may be welcome without incurring additional fees. However, if a requested revision at that point is considered by Consultant to be significant, major, a new direction, etc., then Consultant will discuss such with Client, as this may incur additional fees, billed at the standard hourly rate.

Rights Secured. Client guarantees that any elements of text, graphics, photos, designs, trademarks, computer code, or artwork provided to Consultant for inclusion in the project are owned by Client, or Client has obtained sufficient permission to use such from a third party prior to providing Consultant access to the materials. Client will indemnify and hold Consultant, its officers, employees, and agents harmless against any and all claims, liabilities, damages, losses, and expenses should any claim, liability, damage, loss, or expense be sought against Consultant in connection with any use of such third-party materials.

Contents Conform to Relevant Regulations. In some cases, Client's site may want or need to conform to various regulatory standards. Unless specified in the scope, this remains the responsibility of Client. Some examples would be any accessibility guidelines needing to be met, any terms of use or privacy policies that should be stated on the site (including GDPR data privacy guidelines), HIPAA compliance, COPPA compliance, investor notices, policy statements, consumer notices, various disclosures, and/or any other similar types of conformance deemed appropriate and/or required by Client's site and/or industry standards.

General Professional Discretion. Client agrees that Consultant shall be granted professional discretion when it comes to installing software, code, or extensions on the server, as these constitute tools, code libraries, or methods necessary to perform the scope of work. This would also include making server modifications, configuration changes, file/folder clean-up-type changes, or other optimizations designed to enhance performance, provide greater security, allow desired functionality, or otherwise improve the server environment.

Continued Server, Web Site, and Code Access. Client agrees that Consultant shall have full access to the web site back end as well as to the server, database, and file structure at all times, both during and after development. If Client desires to disallow such access (e.g., if the Client moves servers, hires another developer, or terminates this contract), Client agrees to give 14-day notice to Consultant so that Consultant can backup any files or code developed by Consultant, if necessary.

Domain Name Renewals. Unless otherwise stated above under the scope, Client acknowledges that (1) Client owns the domain name(s) involved, and (2) renewing the domain name(s) is Client's responsibility.

Diagnosis vs. Fixing. For consulting work where Client has a nonfunctioning site, please understand that there are (often) two phases of service required: Consultant first must diagnose the problem, and then will either (1) fix it, (2) inform the Client of the options for moving forward, or (3) inform Client that the issue cannot be fixed. From there, it would be Client's responsibility to make a decision based on the analysis and solution options presented by the Consultant. Time spent on the diagnosis phase (and in discussing options for moving ahead) is billable time.

SEO Rankings. Unless addressed in the Agreement, Consultant makes no representations or guarantees whatsoever about a site's success in terms of search engine rankings / placement.

SEO Unpredictability. Client acknowledges that changes to a web site can bring upon unpredictable changes in an existing web site's SEO rankings. While Consultant agrees to perform some tasks relevant to mitigating this risk, as may be included in the Agreement, Client acknowledges that Consultant has no control over how search engines may or may not favor Client's web site.

Browser Compatibility. Client acknowledges that Consultant develops for the Chrome browser, and tests on the Firefox browser (current versions). If additional browser compatibility is requested, it will be reflected in the scope section of the Agreement. Client acknowledges that not all browsers will render a site exactly the same, and allows for minor variations in look, feel, and/or functionality from browser to browser, at the discretion of Consultant unless otherwise noted in the scope.

Web Site Linkback. For projects primarily developed by LedgePoint.com: As is customary in this field, Client agrees that the web site shall bear a discrete credit (with a hyperlink to Consultant's web site) in the web site footer / copyright area.

6. Termination.
The Agreement may be terminated at any time by either party effective immediately upon notice, or the mutual agreement of the parties, or if any party: (a) becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; or (b) breaches any of its material responsibilities or obligations under the Agreement, which breach is not remedied within ten (10) days from receipt of notice of such breach.

In the event of termination, Consultant shall be compensated for the services performed through the date of termination in the amount of (a) any advance payment, (b) a prorated portion of the fees due, or (c) hourly fees for work performed by Consultant or Consultant's agents as of the date of termination, whichever is greater; and Client shall pay all expenses, fees, out of pockets together with any additional costs incurred through and up to, the date of cancellation.

Upon expiration or termination of the Agreement: (a) each party shall return or, at the disclosing party's request, destroy the confidential information of the other party, and (b) other than as provided herein, all rights and obligations of each party under the Agreement, exclusive of the services, shall survive.

7. Relationship.
Consultant is retained by Client solely for the purposes and to the extent set forth in the Agreement, and Consultant's relationship to Client shall during the terms of the Agreement be that of an independent contractor. Neither party shall have any right, power, or authority to enter into any agreement for or on behalf of the other party, or to incur any obligation or liability or otherwise bind the other party. The Agreement does not create an association, joint venture, or partnership between the parties nor imposes any partnership liability upon either party. Consultant may engage, in addition to its own employees, subcontractors to provide all or part of the services set forth in the scope. The engagement of such subcontractors by Consultant does not relieve Consultant of its obligations under the Agreement. Consultant will use its own working space, equipment, tools and office systems.

8. Waiver, Modification, or Cancellation.
The Agreement is meant as a living document that may change from time to time, especially as it outlines various policies governing how LedgePoint.com conducts business. As such, if Consultant makes a change to the Agreement that, in Consultant's sole discretion, is material in nature, Consultant will notify Client via email. If such changes occur and notifications are sent, by continuing to conduct normal business with Consultant, Client agrees to be bound by any such revisions.

9. Assignment.
Either Consultant or Client may assign its rights or may delegate its duties under the Agreement.

10. Liability.
In no event shall Consultant be liable for any damages arising from the use of the work developed under the terms of the Agreement. THE SERVICES AND THE WORK PRODUCT OF CONSULTANT ARE SOLD "AS IS"; CONSULTANT DOES NOT WARRANT THE SOFTWARE / PRODUCTS / SERVICES DESCRIBED IN THE AGREEMENT TO OPERATE ERROR FREE OR FREE OF DEFECTS OR THAT DATA LOSS WILL NOT OCCUR. IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF CONSULTANT (INCLUDING ITS AGENTS) TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT'S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE FEES PAID TO THE CONSULTANT WITH RESPECT TO THE AGREEMENT. IN NO EVENT SHALL CONSULTANT BE LIABLE FOR ANY LOST DATA OR CONTENT, CORRUPTED DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ATTORNEY'S FEES, ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY CONSULTANT, EVEN IF CONSULTANT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. Any action against Consultant must be brought within two (2) months after the events giving rise to the cause of action occur.

11. Force Majeure.
Except for Client's payment obligations to Consultant, neither party will be deemed in breach of the Agreement for any failure or delay in performance caused by reason of fire, flood, earthquake, labor dispute, act of terrorism, act of God or public enemy, death, illness or incapacity of Consultant or any local, state, federal, national or international law, governmental order or regulation or any other event beyond Consultant's control (collectively, "Force Majeure Event"). Upon occurrence of any Force Majeure Event, Consultant shall, if able, give notice to Client of its inability to perform or of delay in completing the services and shall propose revisions to the schedule for completion of the services.

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