PROJECT WORK TERMS & CONDITIONS
During the presentation design process, we will make your email address Viewer to the work-in-progress. Upon completion and balance payment, we will make you Editor, and give you complete ownership rights to copy and use as you like. All the design work we do for you is original, and we will make every effort to ensure that none of the content we use or create infringes on any existing copyrights.
SINGLE-POINT-OF-CONTACT & CHANGE ORDERS
We need all feedback to come through one person inside your organization to avoid unnessesary back-and-forth which will trigger change orders. Our estimate is a fixed cost estimate based on the discussions we’ve had with you and content you have provided. If there are large-scale changes, introductions of new material that go beyond the original scope, this will be agreed to separately, and a change order will be emailed to you for your approval. If travel is required for meetings, expenses will be charged separately, unless other arrangements are made.
The turnaround time for your projects have been indicated in this proposal. If you require a faster turnaround, we will do everything we can to accommodate your turnaround requirements without adding a surcharge, although given our workload, this may not be possible without putting other projects on hold.
We will keep all the work we do for you hidden and confidential unless you let us know otherwise. When using Prezi, we do this through the Privacy settings on Prezi.com as “hidden and confidential”. Since Free Prezi accounts do not have any privacy controls, if you take delivery of a Prezi we make for you, you will need a license of Prezi in order to maintain the links confidentiality. As part of our normal process, we will save a back-up of your presentation for one year in our account, so please make a copy of the Prezi we deliver to you within that period of time.
SENDING GRAPHIC ASSETS
You will likely be sending us images, logos and other files related to your project throughout the project. Our estimate assumes that you will be able to share with us your digital assets, (i.e. logos, photos, charts, etc.) upfront, in a Dropbox folder or gdrive link, which are high resolution and as .eps, .png or .jpg format. If we find that we are missing some assets, this will delay your project and may cause increased cost for administration of your project. Also, if the assets you provide turn out to require a lot file manipulation time, processing or photoshoping in order for them to be added to your Prezi, we will notify you of these issues and send you a change order to cover this additional time.
We will license stock photography through various sources for your presentation. Stock photography images licensed for your Prezi costs $50 per image and you will own the rights for these images.
DEPOSITS, BALANCES, CANCELLATION FEE & LATE PAYMENT FEES
Deposits are non-refundable. If after the project has started you or your organization decide to cancel the project for any reason whatsoever, there will be a 50% cancellation fee due to the scheduled and committed resources for your project. This fee is calculated at half the remaining balance which is due immediately upon termination. (For example, a $10,000 project where $5,000 deposit was paid, would have a $2,500 cancellation-fee) Once this cancellation-fee is paid, all materials created up to that time will be provided to you. If you abandon the project for whatever reason, delay acceptance of design, or do not provide corrections or changes to a project that we’ve delivered for a period more than 30 days, we will invoice for the entire the balance and close out the project. In the event an invoice is not paid on time, to the maximum extent allowable by law, we will charge a late payment fee of 1.50% per month on any overdue and unpaid balance not in dispute. Our acceptance of such service charges do not waive our rights to any remedies for Client’s breach of this Agreement. All payment obligations are non-cancelable and fees paid are non-refundable.
INDEMNIFICATION & LIMITATION OF LIABILITY
We can make no guarantees about Microsoft PowerPoint, Prezi, Slido, or other software we support you on because we are an independent agency, not affiliated with those companies and you will require your own licenses for that software. If the software changes in the future which impacts how your completed presentation plays, those changes can be completed by us but would be charged additionally. Should you incur any damages as a direct or indirect result of our working on a project for you, our liability will be limited to the total dollar amount for that particular project.
In the terms below, PitchKitchen is the “Contractor” and you are the “Client”
Contractor agrees to indemnify, defend and hold harmless Client from any and all claims, actions, damages, and liabilities (excluding, without limitation, attorneys’ fees, costs and expenses) arising (i) through Contractor’s gross negligence ; (ii) out of any claim that the materials or deliverables, or any portion thereof, in fact infringes upon or violate any proprietary rights of any third party, including but not limited to patent, copyright and trade secret rights; or (iii) from a breach or alleged breach of any of Contractor’s representations, warranties or agreements herein.
Client agrees to indemnify, defend and hold harmless Contractor from any and all claims, actions, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising in any manner caused by Client’s (i) gross negligence; (ii) out of any claim that Client provided content, or any portion thereof in fact infringes upon or violate any proprietary rights of any third party, including but not limited to patent, copyright and trade secret rights; or (iii) from a breach or alleged breach of any of Client’s representations, warranties or agreements herein.
TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, CONTRACTOR SHALL NOT BE LIABLE TO THE CLIENT FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOST PROFIT, LOSS OF BUSINESS OR THE LIKE) ARISING OUT OF OR RELATING TO THIS ATTACHMENT B OR THIS AGREEMENT, CONTRACTOR’S PERFORMANCE HEREUNDER OR DISRUPTION OF ANY OF THE FOREGOING, EVEN IF CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE CAUSE OF ACTION, WHETHER SOUNDING IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE. TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, CONTRACTOR’S AGGREGATE LIABILITY UNDER THIS ATTACHMENT B AND THIS AGREEMENT SHALL IN NO EVENT EXCEED THE AGGREGATE COMPENSATION PAID BY CLIENT TO THE CONTRACTOR UNDER THIS AGREEMENT.
GOVERNING LAW & DISPUTE RESOLUTION
This Agreement and any dispute arising hereunder shall be governed by the laws of the jurisdiction of Contractor’s primary business location (the “Contractor’s Jurisdiction”), without regard to the conflicts of law provisions thereof. For all purposes of this Agreement, the Parties consent to exclusive jurisdiction and venue in the courts located in the Contractor’s jurisdiction.
The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.