Terms of Service
01
Acceptance of Terms
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By signing a proposal, statement of work, or otherwise indicating acceptance (electronically or in writing), you agree to be bound by these Terms and any accompanying documents (collectively, the “Agreement”).
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You represent that you have the authority to bind any entity on whose behalf you are using the Services, and the term “you” shall refer to such entity as well as yourself.
02
Scope of Services
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Description of Services: The Services we provide include, without limitation, digital consulting, design, web development, marketing strategy, and other deliverables or advisory functions as agreed upon in a separate proposal or statement of work.
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Changes to Services: We reserve the right to modify the scope or nature of our Services based on mutual agreement with you. Any change in scope may result in additional fees or revised timelines.
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Third-Party Services: We may recommend or integrate third-party services, platforms, or products as part of our Services. We do not own or control such third-party services and disclaim all liability arising from them.
03
Client Responsibilities
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Timely Cooperation: You agree to cooperate with us in all matters relating to the Services, including providing timely access to information, resources, and personnel as needed.
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Accurate Information: You warrant that the information and materials you provide are true, correct, and do not violate any law or the rights of any third party.
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Compliance with Laws: You agree to comply with all applicable local, state, federal, and international laws and regulations in connection with your use of the Services.
04
Fees and Payment
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Fees: You agree to pay all fees as outlined in the applicable proposal, statement of work, or invoice. Fees may include one-time project fees, hourly rates, retainers, or other billing arrangements.
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Invoicing: Unless otherwise stated, we will invoice you on a schedule set forth in our proposal or statement of work. Payment is due within [number] days of the invoice date.
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Late Payments: Overdue payments may accrue interest at the rate of [percentage]% per month (or the highest rate permitted by law), plus all costs of collection (including reasonable attorneys’ fees).
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Expenses: You agree to reimburse us for all reasonable and pre-approved out-of-pocket expenses incurred in the performance of Services, such as software licensing costs.
05
Intellectual Property
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Ownership of Deliverables: Subject to full payment of all fees, and unless otherwise stated in a written agreement, ownership of final, tangible deliverables created by us for you (e.g., website code, design files) will be transferred to you. We retain all rights to any methodologies, processes, tools, code snippets, or proprietary information that are our pre-existing intellectual property.
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License to Use: For any deliverables not transferred to you, we grant you a limited, non-exclusive, royalty-free license to use, reproduce, and display such deliverables solely for your own internal business purposes.
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Client Content: You represent and warrant that you have the necessary rights to any content you provide to us for incorporation into the deliverables, and you grant us the right to use such content to perform the Services.
06
Confidentiality
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Definition: “Confidential Information” includes any non-public business, technical, financial, or other information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) in connection with the Services.
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Obligation: The Receiving Party shall use the Disclosing Party’s Confidential Information only for purposes of fulfilling its obligations under these Terms and shall not disclose such information to any third party without prior written consent, except as required by law.
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Exclusions: Confidential Information does not include information that is or becomes publicly available without breach of these Terms, is already lawfully in the Receiving Party’s possession, is independently developed without use of the Disclosing Party’s information, or is obtained lawfully from a third party not under obligation of confidentiality.
07
Warranties; Disclaimer
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Mutual Warranties: Each party represents and warrants that it has the legal power and authority to enter into these Terms.
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Services Warranty: We warrant that the Services will be performed in a professional and workmanlike manner in accordance with industry standards.
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Disclaimer: EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THESE TERMS, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS.” WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THAT THE SERVICES OR DELIVERABLES WILL BE ERROR-FREE OR UNINTERRUPTED.
08
Limitation of Liability
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Exclusion of Certain Damages: TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
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Cap on Liability: EXCEPT FOR YOUR PAYMENT OBLIGATIONS OR EITHER PARTY’S BREACH OF CONFIDENTIALITY OR INTELLECTUAL PROPERTY OBLIGATIONS, EACH PARTY’S TOTAL LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE FEES PAID BY YOU FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
09
Termination
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Termination by Either Party: Either party may terminate these Terms or any statement of work at any time for convenience by providing 24 hours prior written notice to the other party.
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Termination for Breach: Either party may terminate these Terms immediately if the other party materially breaches any provision of these Terms and fails to cure such breach within 24 hours after receiving written notice.
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Effect of Termination: Upon termination, you shall pay for all Services performed up to the effective date of termination, including any non-cancellable expenses. Sections relating to payment, confidentiality, intellectual property, limitation of liability, and indemnification shall survive termination.
10
Force Majeure
Neither party shall be deemed to have breached these Terms for any delay or failure in performance caused by reasons beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil disorder, government regulations, or other similar events.
11
Governing Law and Dispute Resolution
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Governing Law: These Terms shall be governed by and construed in accordance with the laws of the [Georgia, Atlanta, United States without regard to its conflict of law provisions.
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Dispute Resolution: Any disputes arising under or in connection with these Terms that cannot be resolved amicably shall be resolved in accordance with the dispute resolution mechanism set forth in the relevant statement of work or, if none, through a competent court in Atlanta, Georgia.
12
Entire Agreement
These Terms, along with any proposal, statement of work, or additional agreements expressly incorporated by reference, constitute the entire agreement between you and the Company and supersede all prior or contemporaneous communications regarding the subject matter herein.
13
Severability
If any provision of these Terms is found to be invalid or unenforceable, that provision shall be interpreted in a manner consistent with applicable law to reflect, as closely as possible, the original intent, and the remaining provisions shall remain in full force and effect.
14
No Waiver
No delay or omission by either party in exercising any right or remedy shall operate as a waiver of such right or remedy or any other right or remedy.
15
Assignment
You may not assign these Terms or any of your rights or obligations hereunder without our prior written consent. We may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.
Contact Us
If you have any questions or concerns about these Terms or the Services, please contact us at:
Yaberra
691 John Wesley Dobbs Avenue NE
Suite U – 5
Atlanta, GA 30312 info@yaberra.com