Founded in 1996, Antics is a digital marketing firm with a powerful combination of software and services to help you build stronger and more profitable relationships with your customers.
In consideration of the terms contained in the Proposal delivered separately and the terms found herein, Client agrees to hire Antics Online, Inc. ("Antics"), to perform certain services and/or provide certain consultations (hereinafter referred to individually or collectively as "Deliverables" and "Services") as defined by the Proposal. The only terms and conditions applicable to this contract shall be those set forth below and those contained in the Proposal or in attachments thereto.
PRICE, INVOICES AND TERMS OF PAYMENT. Prices stated in the Proposal are good faith estimates based on both parties' current understanding of the project scope. Antics will invoice based on actual time and materials required to complete Deliverables, and Client agrees to remit payment accordingly. Prices specified herein do not include any and all taxes, duties and assessments, for which Client shall be fully responsible.
It is Antics' standard practice to submit invoices to Client upon completion of the Deliverables or for larger projects, periodically, up to twice per month based on the amount of work completed during the invoice period. Unless otherwise specified herein, payment is due within thirty (30) days of the date on the invoice, provided that such payment shall constitute acceptance of Deliverables. Invoices more than 30 days past due may be subject to a finance charge of 1.2% per month. Client shall be responsible for all fees and costs of collection.
CHANGE IN SCOPE. If Client substantially changes the scope of the Agreement as defined in the Proposal, Antics will provide a revised estimate of time and cost to reflect the changes in scope. Client agrees to any changes in cost and project timeline resulting from the changes in scope.
GENERAL INDEMNITY. Subject to the other provisions herein, Client agrees to defend, indemnify and hold harmless Antics, its officers, directors, employees, agents, subcontractors, and attorneys (collectively "Antics Indemnified Parties") from and against any and all claims or actions arising out of or resulting from this Agreement, the performance of Services or development of Deliverables hereunder, excluding only those resulting from gross negligence or intentional misconduct by Antics Indemnified Parties, and from any and all damages, losses, and expenses (including attorney's fees and costs of litigation) incurred in connection therewith.
LIMITATION OF LIABILITY. ANTICS' DELIVERABLES AND SERVICES ARE PROVIDED "AS IS." IN NO EVENT WILL ANTICS BE LIABLE TO CLIENT FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOSS OF PROFIT), WHETHER OR NOT CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, HOWEVER CAUSED, WHETHER FOR BREACH OR REPUDIATION OF CONTRACT, TORT, NEGLIGENCE OR OTHERWISE. While provided to the best of Antics' ability, its consulting services, recommendations, information and Deliverables are not designed to be authoritative; Client is responsible for using any advice or Deliverables to achieve Client's intended results, and shall be fully responsible therefore. The maximum liability that can be incurred by Antics shall not exceed the amount paid by Client on the Proposal directly related to the issue for which Antics is found liable.
TERMINATION. Client reserves the right to terminate or postpone the execution of Deliverables (or a portion thereof), upon written notice to Antics, at any time prior to the completion of work. If termination notification occurs after a date seven (7) days before the project start date, Client agrees to pay fifty percent (50%) of the balance due for uncompleted work (defined as the difference between invoices submitted through the date of termination and the overall estimate from the Proposal). All sections of this Agreement that by their nature should survive termination or expiration will survive, including, without limitation, accrued rights to payment, warranty disclaimers, and limitations of liability.
DEVELOPMENT OF DELIVERABLES. The parties understand and agree that Antics will have the sole discretion to determine the method, means and location of producing Deliverables or providing Services, and that Client has no right to, and will not, control or determine the method, means or place of production of Deliverables or performance of Services, except for such Deliverables or Services which, by their nature, require development at Client's facilities and in conjunction or cooperation with Client's employees.
ACCEPTANCE OF DELIVERABLES. Antics will notify Client upon completion of Deliverables or Services or portions thereof. Unless informed in writing by Client within seven (7) days that such Deliverables or Services are unacceptable, they shall be deemed accepted by Client as completed work.
ASSIGNMENT. This Agreement is not assignable or transferable by Client, and any attempted assignment shall be void and without effect, unless it is agreed to in writing by Antics.
SOLICITATION OF EMPLOYMENT. Client agrees, during the term of this Agreement and for the period of one (1) year thereafter, not to recruit, solicit, or otherwise attempt to employ, directly or indirectly, any person who is, or within three (3) months prior thereto was, an employee or subcontractor of Antics.
PUBLICITY OF COMPLETED WORKS. Client assigns to Antics the right to publicize completed work provided that such publicity does not violate any confidentially agreement with Client. Such publicity may include posting work samples and/or Client's logo on Antics's corporate web site. Such publicity may also include, but is not limited to, written and printed material, electronic mail, and web content.
GOVERNING LAW. This Agreement shall be governed by the internal laws of the State of California without regard to conflict of laws. In the event that it becomes necessary for litigation or arbitration to be initiated to enforce the terms or conditions in this Agreement, the party not prevailing shall be responsible for reasonable attorneys' fees and other costs incurred. Neither Antics nor Client will cease its obligations under this Agreement during litigation or arbitration proceedings, except by mutual agreement.
COMPLETE ORDER. These terms and conditions constitute the complete and exclusive statement of the Agreement between the parties and supercedes all communications, proposals, oral or written, including email, between the parties relating to the subject matter of the attached proposal. Client acknowledges that it has not relied upon any representation or statement not contained herein. Ambiguities, inconsistencies, or conflicts in this Agreement shall not be strictly construed against the drafter of the language but will be resolved by applying the most reasonable interpretation under the circumstances, giving full consideration to the Parties' intentions at the time this Agreement is entered into.
ACCEPTANCE AND ACKNOWLEDGEMENT. This Proposal to Client constitutes an offer expressly limited to the terms and conditions contained herein. Client is hereby notified in advance that Antics rejects any and all changes, additions or deletions which Client may make to the terms and conditions contained herein, specifically including those found on Client's purchase orders, and to anyterms and conditions different from or in addition to those set forth herein, unless in writing and signed by Antics's authorized agent. Client's execution and return of the acknowledgement copy hereof shall be the sole manner of acceptance of this Agreement. No contract exists except as provided above.
Unless otherwise specified in this Agreement, any Deliverables or Services provided hereunder shall conform to the generally recognized safety and production standards in the United States. All technical specifications, drawings, notes, instructions or information referred to on the face of this Proposal or in any attachment are deemed to be incorporated by reference herein.
FORCE MAJEURE. Neither Party shall be responsible for any failure to perform due to unforeseen, non-commercial circumstances beyond its reasonable control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, terrorist attacks, accidents, strikes, fuel or energy, sickness, computer viruses, or the like. In the event of any such delay, any period of time for action by said Party may be deferred for a period sufficient to resume normal business activities. Notwithstanding the foregoing, this Section 14 shall not absolve Client from any responsibility to pay Antics under any circumstances.
LICENSE. Upon payment therefore, and absent a specific assignment of rights, Client is granted a worldwide, non-exclusive license to use Deliverables. Upon payment therefore, Client is granted a worldwide, non-exclusive license to software developed and/or licensed by Antics that may be included in the Deliverables for the term and for the purposes outlined in the Proposal only. The Deliverables are not to be used for any other purposes, which shall be deemed an unauthorized use under intellectual property law.