Terms of Service
Please note, if you are a current customer of Blue Zenith, you may have additional rights and responsibilities as specified under your service agreement with Blue Zenith.
ARTICLE 1: SERVICE TO BE PROVIDED BY BLUE ZENITH
Negotiated on individual project basis.
ARTICLE II: SCHEDULE OF COMPENSATION
Negotiated on individual project basis.
ARTICLE III: OWNERSHIP AND USE OF PROPRIETARY PROPERTY
3.1 Ownership of Created Materials. Prior to full payment for the Site being received, Blue Zenith will retain all copyrights on the Site. Upon receipt of full payment for the Site, Blue Zenith will transfer the copyright for the Site’s HTML and CSS code to Client and Client will be the sole and exclusive owner of the Site’s HTML and CSS code. Blue Zenith specifically withholds all rights to any underlying proprietary software used by Blue Zenith, including, but not limited to, any PHP and/or Java scripts created by Blue Zenith, and any code except for the HTML and CSS code specifically created for the Site. If PHP and/or Java scripts are used, Blue Zenith will grant Client a non-exclusive, non-transferrable, non-sublicensable license to use upon payment in full. In addition, Client agrees and acknowledges that if any third-party software is used in the creation of the Site, such third-party software will be subject to such third-party’s license and not owned by Client.
3.2 Ownership in Materials Used on the Site. Client represents, warrants, and agrees that no materials of any kind submitted to Blue Zenith for use on Client’s Site will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity, or other personal or proprietary rights, or contain libelous, defamatory or otherwise unlawful material.
3.3 Stock Photographs. Client agrees and acknowledges that if Client approves the use of any stock photographs on the Site and such photographs are purchased by Blue Zenith, Client will be responsible for all costs of such photographs. The costs of any purchased photographs will be on the next Monthly Statements and payment will be due within 20 days of such invoice. Should the costs for stock photography exceed $50.00 (fifty dollars), advanced written client consent shall be required and payment may be required prior to purchasing the license for such photographs. All licenses to stock photography will transfer with once the Total Price for the Site pursuant to Section 3.1.
3.4 Third Parties. Blue Zenith may determine that it would be advisable for Client to secure the services of other professionals who have particular specialties in areas such as copywriting, photography, or search engine optimization. Blue Zenith will discuss these needs with Client as they arise. Client agrees and acknowledges that if Client secures the services of any such professionals, Client will directly contract with such professional and Blue Zenith will not be responsible for any charges of such professional.
ARTICLE IV: CONFIDENTIAL INFORMATION
4.1 Confidential Information. For purposes of this Agreement, the term Confidential Information will include any information revealed to the other party that is not public information including: any information about proprietary software, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, or hardware configuration information disclosed either directly or indirectly in writing or orally.
4.2 Protection of Confidential Information. The parties agree not to use the other party’s Confidential Information for any purpose other than those specifically allowed by this Agreement whatsoever and will not disclose the other party’s Confidential Information to any third party, without the advanced written authorization of the other party.
4.3 Marketing on Site. Client agrees and acknowledges that the Site developed for Client may have a link to the Blue Zenith website, and/or may have wording to the effect that the Site was developed by Blue Zenith. Client agrees and acknowledges that it will not remove such link, and/or wording without the written permission of Blue Zenith.
4.4 Marketing of the Site. Client agrees and acknowledges that Client will grant Blue Zenith a nonexclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sublicenseable, fully paid up, and royalty-free right to use images from the Site for marketing purposes, including, but not limited to, on Blue Zenith’ website, Facebook page, and in print materials as a representative client website.
4.5 Compliance with Laws. The Parties shall observe and comply with all present and future laws, ordinances, orders, rules, and regulations of all governmental or other agencies, departments, authorities, boards, or commission having jurisdiction over or related to this Agreement, and the use of any information obtained as a result thereof.
4.6 Competing Websites. Client agrees and acknowledges that Blue Zenith may perform services for competitors of Client prior, during, and/or after the term of this Agreement.
ARTICLE V: TERM AND TERMINATION
5.1 General. This Agreement shall commence on the effective date hereof and shall remain in effect until the earlier of the completion of the Scope of Work by Blue Zenith, or the earlier termination of this Agreement as provided in this Article V.
5.2 Thirty-Day Termination. Client or Blue Zenith may terminate this Agreement, with or without cause, by giving 30-days written or electronic notice of such termination. During such 30-day period, Blue Zenith, unless agreed upon in writing, may cease performing Services under this Agreement at its sole discretion. Blue Zenith will be paid for the work performed up to the date of termination, and Blue Zenith shall deliver copies of the HTML and CSS code for the Site if the client has paid all payments due through the date of termination
5.3 Breach or Default of Client. Blue Zenith may terminate this Agreement immediately upon notice to Client in the event that Client substantially breaches or defaults under any of Client’s obligations contained in this Agreement, if Client is unable to or refuses to pay for the services performed by Blue Zenith, and/or if Client files for bankruptcy protection. Blue Zenith may terminate this Agreement immediately without notice to Client in the event that Blue Zenith receives notice that Client is in violation of any foreign, federal, state, or local law; for non-payment of fees due under this Agreement; and upon notice of copyright infringement of any items submitted by Client for use in the Site.
5.4 Duties Upon Termination. Upon the effective date of any termination of this Agreement, all legal obligation, rights and duties arising out of this Agreement shall terminate except that: (i) the Confidentiality Restrictions, Ownership of Proprietary Rights Provisions, Indemnification, and Independent Contractor provisions of this Agreement shall continue to apply and shall survive the termination of this Agreement as ongoing covenants between the parties; (ii) Blue Zenith shall have the continuing obligation to return to Client all tangible and intangible property of Client, and (iii) Blue Zenith will deliver copies of the HTML and CSS code for the Site if the Client has paid all payments due through the date of termination.
ARTICLE VI: LIABILITY AND INDEMNIFICATION
6.1 Limited Liability. BLUE ZENITH, ITS OWNERS, EMPLOYEES, AFFILIATES, AGENTS, VENDORS, AND THE LIKE SHALL NOT BE LIABLE FOR ANY LOST PROFITS, LOST BUSINESS, LOST DATA OR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OR INABILITY TO USE BLUE ZENITH SERVICES. CLIENT AGREES THAT ITS SOLE AND EXCLUSIVE REMEDY SHALL BE RETURN OR REDUCTION OF FEES THAT HAVE BEEN PAID TO BLUE ZENITH.
6.2 Disclaimer of Warranty. EXCEPT AS EXPRESSLY PROVIDED HEREIN, BLUE ZENITH, ITS OWNERS, EMPLOYEES, AFFILIATES, AGENTS, VENDORS, AND THE LIKE, MAKE NO WARRANTY IN CONNECTION WITH BLUE ZENITH’S SERVICES, WHETHER WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
6.3 General. Client will defend, indemnify, save, and hold harmless Blue Zenith and its officers, directors, agents, affiliates, distributors, members, independent contractors, and employees from any and all third party claims, demands, liabilities, costs or expenses, including reasonable attorneys’ legal fees, resulting from Client’s material breach or alleged material breach of any covenant, agreement, representation, or warranty of this Agreement.