Client accepts and understands the following standard terms and conditions
By signing to accept the outlined Services, associated costs, and payment terms on pages 1 and 2 of this agreement, the Client agrees to hire 360Durango to design, build, purchase, host, consult on and/or maintain any 360Durango Listing Page, website, graphic design, application, domains, photography, videography, copywriting, SEO, SEM, and other consulting services as listed on this document and any attached proposals/forms.
CLIENT RESPONSIBILITIES.
Read and sign your contract, and pay all fees when due by ACH Debit or credit card. Work on your project will begin once this agreement has been signed, fees and terms have been reviewed, and initial payment has been received. All materials required for production – including logos, photographs, graphics and text – must be received in an appropriate format. The production process with new clients will require several communications to include: (1) Review and approval of the initial Services layout and design. Any changes will be documented and completed. (2) Final approval of the Services. Please note that any major changes you wish to make after final approval of your new Services may result in additional fees.
TERM. This Contract renews monthly on the date of the month in which the project is completed and the website becomes ‘live’ on the internet. The length of each term is one month, and there is no mandatory requirement to maintain services with 360Durango for any specified period of time.
TERMINATION FEES AND YOUR RIGHTS TO CHANGE OR END THIS AGREEMENT. Except as explicitly permitted by this agreement, you must maintain service with us for your minimum term required to pay off initial development costs of the following Services: Green Performance Website Package, Blue Performance Website Package, Double-Black Performance Website Package. IF YOU END YOUR SERVICE SOONER, OR WE TERMINATE YOUR SERVICE FOR GOOD CAUSE, YOU MUST PAY A PRORATED AMOUNT OF THE FIXED COSTS OF THIS PROJECT’S INITIAL DEVELOPMENT AS AN EARLY TERMINATION FEE AS CALCULATED BY 360DURANGO. Periods of suspension of service do not count toward any minimum term. After your minimum term, you’ll become a month-to-month customer under this agreement and can end it at any time by giving us notice. If at any time you change your service, you’ll be subject to any requirements, such as a new minimum term, we set for that change. Full or pro rata payment is due within thirty (30) days of the request by the Client to stop or postpone work. Down payment on client purchases are non-refundable.
CONFIDENTIALITY. 360Durango, and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of 360Durango, or divulge, disclose, or communicate in any manner, any information that is proprietary to Client. 360Durango and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Contract.
Upon termination of this Contract, 360Durango will return to Client all records, notes, documentation and other items that were used, created, or controlled by 360Durango during the term of this Contract.
WARRANTY. 360Durango shall provide its services and meet its obligations under this Contract in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable standards in 360Durango’s community and region, and will provide a standard of care equal to, or superior to, care used by service providers similar to 360Durango on similar projects. 360Durango makes absolutely no warranties, express or implied, with respect to the Services to be provided herein. 360Durango shall not be liable to Client for any claims or damages which may be suffered by Client, including but not limited to losses or damages resulting from the loss of data, service interruptions and/or inaccurate information. Further, 360Durango shall not be liable to Client for any claims or damages which may be suffered by Client, from his or her Internet Provider, or from any other source resulting in a computer crash, hack, virus, spamming, or any other damage, loss or inconvenience.
DEFAULT. The occurrence of any of the following shall constitute a material default under this Contract:
a. The failure to make a required payment when due. b. The insolvency or bankruptcy of either party. c. The subjection of any of either party’s property to any levy, seizure, general assignment for the benefit of
creditors, application or sale for or by any creditor or government agency. d. The failure to make available or deliver the Services in the time and manner provided for in this Contract.
UNILATERAL SERVICE REVOCATION. In the event that 360Durango may at any time with good cause believe that the service is being utilized for unauthorized purposes of any kind including but not limited to: pornography, vulgarity, hate, hacking, spamming, or any illegal activities 360Durango may immediately discontinue such service to the client without notice, refund, credit, or liability.
REMEDIES. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 30 days from the effective date of such notice to cure the default(s). Unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Contract.
INDEMNIFICATION. To the extent legally possible, the client shall indemnify and hold harmless 360Durango from any real or perceived loss, cost, expense and damages on account of any kind and all manner of claims, demands, actions, and proceedings that may be initiated against 360Durango on the grounds that the web space content violates any copyright, proprietary right of any person, state, and federal regulations, or contains any matter that is libelous or scandalous.
FORCE MAJEURE. If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
ARBITRATION. Any controversies or disputes arising out of or relating to this Contract shall be resolved by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Contract. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the two arbitrators in turn shall select a third arbitrator, all three of whom shall preside jointly over the matter. The arbitration shall take place at a location that is reasonably centrally located between the parties, or otherwise mutually agreed upon by the parties. All documents, materials, and information in the possession of each party that are in any way relevant to the dispute shall be made available to the other party for review and copying no later than 30 days after the notice of arbitration is served. The arbitrator(s) shall not have the authority to modify any provision of this Contract or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator(s) shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any court having jurisdiction. The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under this Contract.
CHANGES IN TERMS OF AGREEMENT. 360Durango reserves the right to make changes to the terms and conditions of this agreement upon thirty days’ notice to the Client, advising of the change and the effective date thereof. Unitization of the service by the Client following the effective date of such change shall constitute acceptance by the
Client of such changes.
ENTIRE AGREEMENT. This Contract contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement, whether oral or written, concerning the subject matter of this Contract. This Contract supersedes any prior written or oral agreements between the parties.
SEVERABILITY. If any provision of this Contract will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
GENERAL CONDITIONS APPLYING TO ALL SERVICES. All material developed by 360Durango including but not limited to virtual tours, images, still photography, graphics, page layouts, links, and advertising copy shall remain the sole property of 360Durango and shall not be reproduced or republished in any form without the expressed written consent of 360Durango. This provision shall survive the termination of this contract. 360Durango shall have the right to use such material without limitation in the promotional and other legitimate business purposes of 360Durango and any subsidiaries or affiliates. This provision excludes graphics, page layout and copy produced in conjunction with full-service web site design, identity packages and print projects. Website design projects not paid for in full will remain property of 360Durango.
We will not knowingly use copyrighted materials of any kind, unless your company holds the copyright or has obtained expressed permission in writing to include such material in your advertising. 360Durango does not accept responsibility for any usage of copyrighted materials provided by the client. As a paying member of 360Durango, you are entitled to use the low-resolution images published on your 360Durango Listing Page. This content may be used only if your organization has a current contract in good standing with 360Durango. This content can only be used for the promotion of your organization and cannot be redistributed. No technical support is provided. Upon the termination of your contract with 360Durango, all content must be removed from any website that it is being displayed on and any images that have previously been published, printed or distributed may not be used again without written consent from 360Durango. You may purchase the high-resolution photography used to create your page for use in other advertising for $50.00 per photo. By purchasing these images, you are also granted a license to use these photos as you see fit. This is a one-time fee and you may use the images in any manner you choose for as long as you choose, even if you elect not to renew your page with 360Durango.
GOVERNING LAW. The application, quote, and the Agreement constitute a legal and binding contract between the Client and 360Durango and shall be interpreted according to the laws of the State of Colorado. Any legal action with regards to this contract shall be brought only in La Plata County, in the State or Federal Court of appropriate jurisdiction within the State of Colorado. This contract does not extend to any other person or entity. Client is responsible for payment of all fees associated with this contract plus any legal, attorney, or collection fees that may be accrued. These fees are non-transferable and are owed regardless of Client’s business/financial status. Exception is written documentation signed by Client, Transferee/Successor and 360Durango that Transferee/Successor is responsible for the remainder of contract Services and all fees owed.
In witness thereof, the parties hereto intending to be legally bound hereby, and in consideration of the covenants and agreements contained herein, do hereby execute this instrument, by signature on page 2, with each party warranting their ability to enter into this agreement for the person or entity herein named as party hereto.
NOTICE. Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.
WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Contract shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Contract.