THIS AGREEMENT is entered into on December 1, 2020 by and between Pilates Web Co, (hereinafter referred to as “Spark Factory”), having its principal offices located at 501 Cambria Avenue, Suite 224, Bensalem, PA 19020 and the client, (hereinafter referred to as “Client”)Spark Factory agrees to provide Client with services (hereinafter referred to as “services”) as described on Spark Factory's web pages.
Consent for electronic signature - The parties herein agree to electronic signatures to execute this agreement online with either written or drawn signatures.
Independent Contractor - The client is engaging Spark Factory as an independent contractor for the specific project outlined in the Agreement.
Effective Date - This Agreement shall be effective as of the time Customer signs up for Services of an initial contract term of 3 months and will automatically renew for 12 months. If a 30-day notice of cancellation is not received to firstname.lastname@example.org. Spark Factory would require a 90 days notice of cancellation after the initial term and full payment of any outstanding invoices..
Customer Responsibilities – For the purposes of providing these services, Customer agrees:
1. To provide Spark Factory free and clear access to its websites, hosting accounts, social media, and other locations for the purposes of providing services, and making changes as required.
2. To authorize Spark Factory use of all Customer’s logos, trademarks, Web site images, etc., for use of such services and any other uses as deemed necessary by Spark Factory for the services.
3. That if Customer’s existing website (s) is light in textual content, the Customer will provide additional relevant text content in an electronic format with editable text. Images of written text are not accepted. The customer agrees to provide content, for example, 350 to 750-word “articles” about each of their keyword phrases. If the customer is unable to provide, Spark Factory will charge with $75.00 USD per page. Where applicable.
4. No interference, the client agrees to provide Spark Factory with free and clear access to perform its duties. Any interference may result in termination with a penalty. For lead generation services, the client understands that no ad copy will be shared as providing, copying such ad copy will torturously interfere with Spark Factory trade secrets. A sales offer is generally discussed and language approved before any ads go live.
5. The client further agrees to a quick response within 5 business, (excluding holidays) to changes, adds, modifications, etc. Failure to respond will result in termination, no refund, and administrative fees. SA
Customer Acknowledgements – Customer understands, acknowledges and agrees that:Spark Factory has no control over the policies of 3rd party search engines, directories, vendors with respect to the type of sites and/or content that they accept now or in the future. Customer’s web site(s) may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity. Spark Factory will resubmit those pages that have been dropped from the index in attempt to get pages reindexed.
Reporting – Reports will be made available via email, PDF & our online dashboards at https://portal.SparkFactory.io, https:sparkfoodapp.com. One-on-One reviews are done monthly and quarterly basis.
Payment of fees - Payments must be made promptly on the renewal date. Down payments are required to begin your project and ongoing services payment terms are due upon receipt. If an amount remains delinquent 60 days after its due date, an additional 5% penalty will be added for each month of delinquency. Spark Factory also reserves the right to remove web pages and created work from viewing on the Internet until final payment is made. In case of collection proves necessary, the Client agrees to pay all fees incurred by that process.
Website Development - Spark Factory develops applications for websites, mobile apps, and landing pages. Spark Factory creates such for current versions of Safari, Chrome & Firefox. In the rare case where the Customer requires a build-in Blackberry or other devices, a separate quote will be issued.
Revisions - Once the design is agreed on, we move to the development phase. Changes to the overall design will result in change a fee. However, we will do 2 rounds of revisions at no charge.
Cancellation - The client may cancel this agreement after three (3) months of monthly web marketing services are completed. Spark Factory would only require a fifteen (15) day notice of cancellation after this three (3) month campaign and full payment of any outstanding invoices for ongoing progressive monthly optimization services. Spark Factory reserves the right to cancel this agreement at any time, any outstanding payments will be refunded. Upon payment for three (3) months of service, copyright to web copy, landing pages, design work, and the created source code is transferred from Spark Factory to the Client. Once a plan is upgraded, the plan will remain in full effect until the contract term.
Copyrights and Trademarks - The client represents to Spark Factory and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Spark Factory for inclusion in web pages are owned by the client, or that the client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Spark Factory and its subcontractors from any claim or suit arising from the use of such elements furnished by the client. Spark Factory represents and warrants that they will use royalty-free images and the client's images for all marketing,
Copyright of Digital Assets - Copyright to the finished assembled work of web page(s) produced by Spark Factory is owned by Spark Factory until final payment is made. Upon final payment of this contract, the client is assigned rights to use as a website the design, graphics, and text contained in the finished assembled website. Rights to the source code, work-up files, and computer programs are specifically not transferred to the client and remain the property of their respective owners. Spark Factory retains the right to display graphics and other Web design elements as examples of their work in their respective portfolios.
Indemnification – Customer shall indemnify and hold harmless Spark Factory (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) incurred by Spark Factory as a result of any claim, judgment, or adjudication against Spark Factory related to or arising from (a) any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by Customer to Spark Factory (the “Customer Content”), or (b) a claim that Spark Factory ’s use of the Customer Content infringes the intellectual property rights of a third party. To qualify for such defense and payment, Spark Factory must: (i) give Customer prompt written notice of a claim; and (ii) allow Customer to control, and fully cooperate with Customer in, the defense and all related negotiations.
All Other Warranties – Spark Factory does not warrant that services will meet the customer’s expectations or requirements. the entire risk as to the quality and performance is with the customer. Except as otherwise specified in this agreement, Spark Factory provides its services “as is” and without warranty of any kind. the parties agree that (a) the limited warranties set forth in this section are the sole and exclusive warranties provided by each party, and (b) each party disclaims all other warranties, express or implied, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose, relating to this agreement, performance or inability to perform under this agreement, the content, and each party’s computing and distribution system. if any provision of this agreement shall be unlawful, void, or for any reason is unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
Assignability – Customer may not assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of Spark Factory. Spark Factory reserves the right to assign subcontractors as needed to this project to ensure on-time completion.
Waiver – No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.
Severability – If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision, and such invalid term, clause or provision shall be deemed to be severed from the Agreement.
Limited liability – in no event shall Spark Factory be liable to customer for any indirect, special, exemplary or consequential damages, including any implied warranty of merchantability or fitness for a particular purpose or implied warranties arising from course of dealing or course of performance, lost profits, whether or not foreseeable or alleged to be based on breach of warranty, contract, negligence or strict liability, arising under this agreement, loss of data, or any performance under this agreement, even if such party has been advised of the possibility of such damages and notwithstanding the failure of essential purpose of any limited remedy provided herein. there shall be no refunds. Spark Factory makes no warranty of any kind, whether express or implied, with regard to any third-party products, third-party content or any software, equipment, or hardware obtained from third parties.
Confidentiality - The parties agree to hold each other’s Proprietary or Confidential Information in strict confidence. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. The parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party’s proprietary or confidential information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, Spark Factory and Customer acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of three (3) years from the effective date.
Force Majeure – Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.
Jurisdiction/Disputes – This Agreement shall be governed in accordance with the laws of the State of Virginia. All disputes under this Agreement shall be resolved by arbitration in the courts of the State of Virginia including the federal courts therein and the Parties all consent to the jurisdiction of Virginia Beach, Virginia courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it. For any action involving matters of this Agreement, venue shall lie in Virginia Beach, Virginia.
Counterparts - This Agreement may be executed in one or more counterparts, signature pages, each of which shall be deemed to be an original and together which shall constitute one and the same instrument. Additional terms are available here
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Signed by Scott Aadal
Signed On: November 24, 2020
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Document Name: Standard Agreement
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