UI Wireframes Terms of Service
- Introduction
These terms of service ("Terms of Service") are made as of the Effective Date, as defined herein, by and between UI Wireframes ("Contractor") and you, the purchaser of Services, including any of your employees, agents, representatives, subsidiaries and/or parent company ("Client"). Client understands and agrees to the UIWireframes.com Website Terms of Use which are incorporated herein fully by reference.
- Services Provided by UI Wireframes
Contractor shall provide Client certain user interface design services ("Services") in accordance with service descriptions on the UIWireframes.com website. The complete scope of services are based on which Services are requested by Client at the time of purchase.
- Pricing
Prices for the various Services provided by Contractor are available on the UIWireframes.com website and may be subject to change at any time. A unique invoice with exact pricing for the Services requested by Client (the "Invoice Amount") will be sent to Client by e-mail at time of purchase.
- Payment and Payment Terms
Upon confirming a new order for Services, Client agrees to pay the full Invoice Amount before Contractor begins performance of the Services. Payment of the Invoice Amount will be made using Internet Escrow Services, Inc. d/b/a/ Escrow.com (the "Escrow Agent"). Client payment will be held by the Escrow Agent until requested Services have been performed and files have been delivered to Client. Upon delivery of the Services, Client agrees to authorize Escrow Agent to release payment to Contractor in a reasonable and timely manner.
- Delivery
Contractor will begin providing Services on the first business day following confirmation of a new Client order. Contractor agrees to deliver user interface design Services as requested by Client within ten (10) days after receipt and confirmation of payment to the Escrow Agent. In the event of a delay in delivery of the Services, Contractor will endeavor to offer some form of compensation to Client, including partial or total refund, up to, but not exceeding, the value of the Invoice Amount.
- Confidentiality
If confidential or proprietary information of Client is shared with or communicated to Contractor during performance of the Services, Contractor agrees never to disclose or to use, either during or after Contractor’s relationship with Client, any such confidential or proprietary information in any way that is not directly related to performance of the Services.
- Intellectual Property; Rights to Work Product
User interface designs and other materials created by Contractor in the course of providing Services to Client (the "Work Product") is, and will remain, property of the Client. Any or all copyright, trademark or intellectual property rights contained in the Work Product, whether finished or unfinished, are and will remain property of the Client. Notwithstanding the foregoing, Contractor is not responsible for any third party claims of intellectual property infringement for materials provided by Client for use in the Services and/or Work Product. Accordingly, Client agrees to indemnify and hold harmless Contractor from and against any third party claim of copyright or other intellectual property infringement.
- Independent Contractor Status
All Services performed by Contractor shall be as an independent contractor and nothing in these Terms of Service shall be deemed to constitute a partnership, joint venture, agency or employer-employee relationship.
- Effective Date; Term; Termination
These Terms of Service are effective as of the date Client confirms order and completes payment with the Escrow Agent (the "Effective Date") and continue until Services are performed by Contractor and payment is released by Client, unless ended earlier. Either party may terminate these Terms of Service upon written notice if (a) the other party is in breach of any material obligation contained in these Terms of Service which is not remedied within 10 days of written notice; or (b) a voluntary arrangement is approved by both parties.
- Warranties
Contractor warrants that the Services will be performed in a professional manner and with reasonable care. Because the nature of user interface design Services is subject to individual tastes and attitudes, the quality of which cannot be determined quantitatively, no specific result of satisfaction is assured or guaranteed. Contractor expressly disclaims all other warranties, whether express, implied or statutory, to the extent permitted by law, and further Contractor expressly excludes any warranty of non-infringement, title, fitness for a particular purpose or merchantability to the extent permitted by law. At all times, maximum liability will be limited to the original Invoice Amount for the Services.
- Indemnity
Contractor agrees to indemnify and hold Client harmless from and against any liability, loss, claim, demand or damage, including costs and attorneys’ fees, resulting from or based on any infringement, violation, breach or default of these Terms of Service, including without limitation the warranties contained herein. Client agrees to indemnify and hold Contractor harmless from and against any liability, loss, claim, demand or damage, including costs and attorneys’ fees, resulting from or based on any infringement or violation claims made against Contractor based on any Services provided to Client under these Terms of Service.
- Governing Law
These Terms of Service shall be deemed to have been made and entered into in the State of Missouri. The parties agree that these Terms of Service shall be governed, construed and interpreted by, through and under the laws of the State of Missouri. Each party hereby consents and subjects itself to the personal and subject matter jurisdiction of the State of Missouri and the Missouri courts with respect to any claim or cause of action arising out of these Terms of Service.
- Miscellaneous and General Provisions
- Upon confirming a new order for Services, Client agrees the obligations and conditions of these Terms of Service shall be binding upon and endure to the benefit of and be enforceable by Contractor and its respective successors, heirs, legal representatives and assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of Contractor.
- These Terms of Service constitute the whole agreement between Client and Contractor concerning the Services, except as specifically agreed to under a separate written agreement. These Terms of Service supersede and replace any and all prior agreements, either oral or written, with respect to Services. These Terms of Service may only be amended by a separate, written agreement between parties.
- Client agrees Contractor shall have the right to use, on its website, marketing materials or advertisements, at Contractor’s own expense, Client company name and/or logo. Client also grants Contractor the authority to identify the Client as a representative client of UI Wireframes and to use wireframe examples from the Work Product as representative samples of the Services.
- Contractor reserves the right to refuse service to any Client, for any or no reason, at any time and will promptly refund any payment(s) received from Client upon any such refusal.
- Neither Contractor nor Client shall assign or transfer all or any part of its rights under these Terms of Service without the express, written consent of the other party.
- The descriptive paragraph and article headings contained herein are for used only for the convenience of reference and are not intended to modify, alter or affect the interpretation of, or determination of rights or obligations, under these Terms of Service.
- The pronouns used herein shall include, where appropriate, either gender or both, singular and plural.
