This Design Agreement (this “Agreement“) is made effective on the date of purchase of service products listed on plus.chasi.io (the “Effective Date”), by and between User (the “Owner”), and xlevel studio LLC DBA Chasi (the “Designer”).
1. Description of the Services. The Designer will provide a completed product for the Owner, in respect to the products purchased, by timely providing the design and programming services listed on the product page on plus.chasi.io in a professional and timely manner. All programming and documentation shall comply with standards currently employed by the Owner. The parties may at any time modify the scope of the Services by including desired changes in a written “change order” that explains the changes and the adjustment to the payment for the Services that will result from such changes. Such change order shall become effective when signed and dated by both parties.
2. Design Team.The Designer will use only qualified personnel to provide the Services (the “Design Team”). The Designer reserves the right to make changes to the Design Team in its sole discretion and will provide prior written notice of any anticipated change and a reasonable explanation for the change. Orientation of replacement personnel shall be at the Designer’s expense.
3. Term / Scheduling.The Services will be completed timely in accordance within a reasonable amount of time as listed on the product page on plus.chasi.io. The Designer will begin the Services on the designated date and continue until the satisfactory completion of the Services. The term “satisfactory completion”of the Services means when the product and documentation developed for the Owner performs to the specifications set forth per the product page listed on plus.chasi.io. Any further details on the project to be clarified, documented, and agreed to via email.
4. Payments. In consideration for the Services, the Owner will pay the Designer at a minimum of 50% of the full project cost to begin and the remaining balance upon completion of the project.
5. Ownership Rights.The Owner will own all of its proprietary information as included in the Services, design concepts, content, graphics, domain names, and characters. All Services provided by the Designer, including operating instructions, unique design concepts, other documentation developed for or specifically relating to the Owner’ information processing, all of the Owner’s source documents, stored data and other information of any kind, and reports and notes prepared by the Designer, will be “works for hire” under applicable United States copyright laws, and therefore the property of the Owner. Such work may not be used by the Designer for any other purpose except for the benefit of the Owner. Any and all such property shall be delivered to the Owner on request by the Owner. Upon request, the Designer shall sign all documents necessary to confirm or perfect the exclusive ownership interests of the Owner.
6. Designer’s Ownership Rights and Grant of License. Notwithstanding any other provision of this Agreement, the Services will/may include some programming code that the Designer has previously developed for its own use (the “Designer’s Prior Code”). The Designer expressly retains full ownership of such code, including all associated rights to use such code. However, the Designer also grants to the Owner and its users a perpetual, non-exclusive license to use the Designer’s Prior Code. Any programming that includes the Designer’s Prior Code shall include such copyright notices regarding the Designer’s Prior Code as the Designer may require.
8. Confidentiality. The Designer will not at any time or in any manner, either directly or indirectly, use for the personal benefit of the Designer, or divulge, disclose, or communicate in any manner any information that is proprietary to the Owner (e.g., trade secrets, know-how and confidential information). The Designer will protect such information and treat it as strictly confidential. This provision shall continue to be effective after the termination of this Agreement. The Owner may seek and obtain injunctive relief against the release or threatened release of such information in addition to any other legal remedies which may be available. This Agreement is in compliance with the Defend Trade Secrets Act and provides civil or criminal immunity to any individual for the disclosure of trade secrets: (i) made in confidence to a federal, state, or local government official, or to an attorney when the disclosure is to report suspected violations of the law; or (ii) in a complaint or other document filed in a lawsuit if made under seal.
9. Non-Solicitation of Employees. The Owner and the Designer agree to refrain from soliciting for employment, without the prior written consent of the other, their respective employees during the term of this Agreement and for a period of two (2) years following the termination of this Agreement.
10. Working Hours, Office Space and Testing Time. The Designer’s employees and the Owner’s employees shall observe and respect each other’s working hours, working rules, and policies. All official communication shall be through email for documentation and for effective workflow. For initial project launch and specific reviews will occur over-scheduled video calls with meeting notes to follow via email.
11. Independent Contractor. The Designer is an independent contractor with respect to their relationship with the Owner. Neither the Designer nor the Designer’s employees are or shall be deemed for any purpose to be employees of the Owner. The Owner shall not be responsible to the Designer, the Designer’s employees, or any governing body for any payroll taxes related to the performance of the Services. Upon request, the Designer will provide evidence of appropriate insurance coverage for worker’s compensation and general liability insurance.
12. Promotion. The Designer will not use the names, trademarks, service marks, symbols or any abbreviations of the Owner, without the prior written consent of the Owner.
13. Warranty – Designer.The Designer warrants to the Owner that all software programming, web pages, and materials delivered to the Owner in connection with the Services are free from defects in materials and faulty workmanship under normal use, and that the Website will operate properly with widely used modern web browsers. During the Designer’s recommended beta testing period and for a 30 day period following completion of beta testing, the Designer will correct any software anomalies (“bugs”) that occur because of defects in the source code included in the software. After such time, the Designer will make changes on a fixed hourly rate or a negotiated fixed quote basis. While no website design process is able to guarantee bug-free results, the Services will be provided in a workmanlike manner, within local industry standards and tolerances for commercial applications. This warranty does not cover items damaged, modified or misused after delivery to the Owner.
14. Warranty – Intellectual Property Rights. The Designer represents and warrants that it has the unencumbered right and power to enter into and perform this Agreement and that the Designer is not aware of any claims or basis for claims of infringement of any patent, trademark, copyright, trade secret, or contractual or other proprietary rights of third parties in or to any programming or materials included by the Designer in the Services or trade names related to the Services. In the event of any claim, charge, suit, or proceeding by any third party against the Owner alleging such infringement, the Designer shall defend such claim, charge, suit, or proceeding. The Designer shall indemnify and hold the Owner harmless from and against any loss, cost, damage, or expense (including attorney’s fees and legal expenses) incurred by the Owner that may result by reason of any such claim, charge, suit or proceeding. The Owner shall have the right, if it so desires, to be represented in any such claim, charge, suit or proceeding by counsel. This indemnity shall not apply to materials provided by the Owner as contemplated by the following paragraph.
15. Warranty – Owner. The Owner represents and warrants to the Designer that the Owner owns (or has a legal license to use) all photos, text, artwork, graphics, designs, trademarks, and other materials provided by the Owner for inclusion in the Website, and that the Owner has obtained all waivers, authorizations, and other documentation that may be appropriate to evidence such ownership. The Owner shall indemnify and hold the Designer harmless from all losses and claims, including attorney’s fees and legal expenses, that may result by reason of claims by third parties related to such materials.
17. Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PARTIES HEREBY SPECIFICALLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
18. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM ANY PROVISION OF THIS AGREEMENT SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT OR LOST BUSINESS, COSTS OF DELAY OR FAILURE OF DELIVERY, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE.
19. Indemnity. Each party agrees to defend, indemnify, and hold harmless the other party and its officers, directors, agents, affiliates, distributors, representatives, and employees from any and all third party claims, demands, liabilities, costs, and expenses, including reasonable attorney’s fees, costs and expenses resulting from the indemnifying party’s material breach of any duty, representation, or warranty under this Agreement.
20. Assignment. This Agreement is not assignable, in whole or in part, by either party without the prior written consent of the other party. Any attempt to make such an assignment shall be void.
21. Attorney’s Fees. In any legal action between the parties concerning this Agreement, the prevailing party shall be entitled to recover reasonable attorney’s fees and costs.
22. Termination. This Agreement shall terminate automatically upon the completion of the Services described herein. In the event of such termination, the Owner shall be obligated to pay only for actual services provided by the Designer and for expenditures incurred with the Owner’s approval.
23. Termination on Default.If a party defaults by failing to substantially perform any provision, term or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may terminate this Agreement by providing written notice to the defaulting party. The notice shall describe with sufficient detail the nature of the default. The party in default shall have 14 business days from the effective date of such notice to cure the default(s). Unless waived by the party providing the notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Agreement.
24. Taxes. The Owner shall pay the amount of any sales, use, excise, or similar taxes applicable to the performance of the Services, if any, or, in lieu of such payment, the Owner shall provide the Designer with a certificate acceptable to the taxing authorities exempting the Owner from payment of such taxes.
25. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of this Agreement.
26. Governing Law / Forum. This Agreement shall be construed in accordance with the internal laws of the State of Utah, without regard to conflict of laws rules. Venue shall be in a court of competent jurisdiction in the State of Utah, and both parties expressly consent to jurisdiction in such courts.
27. Complete Contract / Amendment. This Agreement supersedes all prior agreements and understandings between the parties for the performance of the Services, and constitutes the complete agreement and understanding between the parties. The parties may amend this Agreement in a written document signed by both parties.
28. SIGNATORIES. This Agreement shall be agreed by Owner on behalf of Owner and by Chasi on behalf of Chasi. This Agreement is effective as of the date of purchase of a product and agreed upon by completion of the order through our online store.