Herein,
DASRQ, LLC and Digital Alchemy of Sarasota will
be referred to as ‘The Developer’.
1. Time for Payment
- All invoices are due
15 calendar days from receipt. The grant of any
license or right of copyright is conditioned on
receipt of full payment. Payments made past 15
days are subject to interest charges and late
fees.
2. Default
in Payment - The Client shall
assume responsibility for all collection of legal
fees necessitated by default in payment., Including
attorney fees, court cost, outside collection
time and fees, any fees incurred from attempt
at collection of account and any and all returned
or overdrawn check fees.
3. Estimates
- If you require an estimate for
the work to be performed, please check the box
requesting an estimate before work. Final fees
and expenses shall be shown when invoice is rendered.
The Client's approval shall be obtained for any
increases in fees or expenses that exceed the
original estimate by ten percent (10%) or more.
4. Expenses
- The Client shall reimburse the
Developer for all expenses arising from this assignment,
including the payment of any sales taxes due on
this assignment, and shall advance 50% to the
Developer for payment of said expenses.
5. Progress Reports - The Developer
shall contact or meet with the Client on a mutually
acceptable schedule to report all tasks completed,
problems encountered, and recommended changes
relating to the development and testing of the
digital media. The Developer shall inform the
Client promptly by telephone or email upon discovery
of any event or problem that may significantly
delay the development of the work.
6. Materials/Media
- The client shall be responsible
for supplying the developer any and all materials/media
needed to complete the work in a timely manner.
If more than 10 business days pass, after the
developer requests materials/media, without these
materials being sent or given to developer, this
job order will be treated as a cancellation (see
item #15) and an invoice will be sent to the client
based on the prorated portion of the the work
done to date and expenses already incurred.
7. Developer's
Guarantee for Program Use - The
Developer guarantees to notify the Client of any
licensing and/or permissions required for art
generating/driving programs to be used.
8. Changes/Corrections
- The Client shall be responsible
for making additional payments for changes in
original assignment requested by the Client. However,
no additional payment shall be made for corrections
required to conform to the original assignment
description. The Client shall offer the Developer
the first opportunity to make any changes.
9. Testing
and Acceptance Procedures - The
Developer will make every good faith effort to
test all deliverables thoroughly and make all
necessary corrections as a result of such testing
prior to handing over the deliverables to the
Client. Upon receipt of the deliverables, the
Client shall either accept the deliverable and
make the milestone payment set forth herein or
provide the Developer with written notice of any
corrections to be made and a suggested date for
completion which should be mutually acceptable
to both the Developer and the Client. The Developer
shall designate (Scott Davis) and the Client shall
designate the person submitting the work order
as the only designated persons who will send and
accept all deliverables and receive and make all
communications between the Developer and the Client.
Neither party shall have any obligation to consider
for approval or respond to materials submitted
other than through the designated persons listed
above. Each party has the right to change its
designated person upon 10 days notice to the other.
10. Enhancements
- If the Client wishes to modify
the digital media, the Developer shall be given
first option to provide a bid to perform such
enhancements.
11. Confidential
Information - The Developer and
the Client acknowledges and Agree that the source
materials and technical and marketing plans or
other sensitive business information, including
all materials containing said information, which
are supplied by the Client to the Developer or
developed by the Developer in the course of developing
the digital media are to be considered confidential
information. Information shall not be considered
confidential if it is already publicly known through
no act of the Developer.
12. Return
of Source Information - Upon the
Client's acceptance of the completion of the work
order, or upon the cancellation of the project,
the Developer shall provide the Client with all
copies and originals of the source materials provided
to the Developer.
13. Ownership
of Copyright - Client acknowledges
and agrees that Developer retains all rights to
copyright in the subject material or any digital
media that is the property of DASRQ, LLC and will
not sell or transfer ownership or use of digital
media without the written consent of DASRQ, LLC.
14. Ownership
and Return of Artwork - The Developer
retains ownership of all original artwork, in
any media, including digital files, whether preliminary
or final. The Client waives the right to challenge
the validity of the Developer's ownership of the
art subject to this agreement because of any change
or evolution of the law and will return all artwork
within thirty (30) days of use.
15. Cancellation
- In the event of cancellation
of this assignment, ownership of all copyrights
and any original artwork shall be retained by
the Developer, and a cancellation fee for work
completed, based on the prorated portion of the
the work done to date and expenses already incurred,
shall be paid by the Client.
16. Copy-Protection
- The Client must copy-protect
all final art which is the subject of this agreement
against duplication or alteration.
17. Credit
Lines - The Developer shall be
given credit on: (a) floppy disk, (b) documentation,
(c) packaging, (d) Developer's mark on art.
18. Alteration
- Any electronic alteration of
original art (color shift, mirroring, flopping,
combination cut and paste, deletion) creating
additional art is prohibited without the express
permission of the Developer. The Developer will
be given first opportunity to make any alterations
required. Unauthorized alterations shall constitute
additional use and will be billed accordingly.
19. Governing
Law - This Agreement shall, in
all respects, be governed, construed, applied,
and enforced in accordance with the law of the
State of Florida and all parties agree that the
venue of any action to enforce this Agreement
shall be Sarasota County, Florida.
20. Attorneys'
Fees - Should either party employ
attorneys to enforce any of the provisions hereof,
the party losing in any final judgment after an
appellate action has been completed or the time
to file for an appeal has expired, agrees to pay
the prevailing party all reasonable costs, charges
and expenses, including attorneys fees, expended
or incurred in connection therewith |
