SHOW UP MEDIA LLC dba SHOW UP WEB DESIGN is a professional web design firm we act in a professional manner and expect our clients to do so as well. We expect our clients to follow the professional obligations of their own community and the business community as a whole. This includes all legal obligations of the city, state or nation under which they operate. SHOW UP WEB DESIGN has the right to refuse service to a business or individual which we feel is not adhering to these obligations or fall under our principal, social, ethical and moral standards.
DEFINITIONS – The term “CLIENT” will be used to refer to a Business and individual(s) requesting, hiring, and/or purchasing services from “SHOW UP WEB DESIGN,” hereafter referred to as SHOW UP WEB DESIGN . In the event that the business becomes insolvent or is unable to abide by the terms of this agreement, the principal individuals will be responsible for adhering to the terms of this agreement.
WEBSITE – Any visitor of showupwebdesign.com may not use the website or content in it for any reason without the written consent of Show Up Media LLC. Particularly for promotion, advertising or self promotion. The content of the site is the property of Show Up Media and may not be used by anyone for reason without the permission of Show Up Media.
GENERAL WORKING AGREEMENT – This document defines the terms and conditions of the working relationship between CLIENT and SHOW UP WEB DESIGN. All projects or services that SHOW UP WEB DESIGN may be contracted to produce or provide for CLIENT will be subject to the terms of this agreement.
PAYMENT/QUOTES – For each project, CLIENT will receive a quote outlining the project specifications and the proposed scope of services. Each quote will contain a project budget, which includes estimated fees for professional services and separate itemized costs for anticipated out-of-pocket expenses.
CLIENT agrees to pay SHOW UP WEB DESIGN in accordance with the terms specified in each approved quote. CLIENT will be required to pay a deposit before SHOW UP WEB DESIGN begins work. CLIENT may be required to pay additional deposits prior to project completion.
All subsequent balances due are payable upon project completion. Interest on past due balances is 18% per annum. SHOW UP WEB DESIGN reserves the right to deactivate CLIENT’s services and/or refuse delivery of work until past due balances are paid. If SHOW UP WEB DESIGN must retain attorneys to collect invoices, SHOW UP WEB DESIGN will be entitled to reasonable attorney’s fees, court costs, and interest at the maximum rate permitted by law.
SHOW UP WEB DESIGN will begin work upon CLIENT’s approval of the quote and payment of deposit. CLIENT’s approval—written (including email) or oral—will constitute an agreement between the two parties. CLIENT-requested changes will be considered an amendment to the agreement and billed additionally.
OUT-OF-POCKET EXPENSES – Fees for professional services do not include outside purchases such as, but not limited to, stock images, professional photography, printing, color printouts, illustrations, shipping and handling, or courier service. Expenses are itemized on each invoice. Expenses may be subject to sales tax.
REVISIONS AND ALTERATIONS – New work requested by CLIENT and performed by SHOW UP WEB DESIGN after a quote has been approved is considered a revision or alteration. CLIENT will be billed at the company’s standard hourly rate for additional work performed or client will be given a new quote for additional services.
PRODUCTION SCHEDULES – Production schedules will be established and adhered to by both CLIENT and SHOW UP WEB DESIGN, provided that neither shall incur any liability, penalty or additional cost due to delays caused by a state of war, riot, civil disorder, fire, labor trouble or strike, accidents, energy failure, equipment breakdown, delays in shipment by suppliers or carriers, action of government or civil authority, and acts of God or other causes beyond the control of CLIENT or SHOW UP WEB DESIGN. Where production schedules are not adhered to by CLIENT, final delivery date or dates will be adjusted accordingly.
NATURE OF COPY – CLIENT agrees to exercise due diligence in its direction to SHOW UP WEB DESIGN regarding preparation of materials and must be able to substantiate all claims and representations. CLIENT is responsible for all trademark, servicemark, copyright, and patent clearances. CLIENT is also responsible for arranging, prior to publication, any necessary legal clearance of materials SHOW UP WEB DESIGN prepares.
FINAL APPROVAL – CLIENT will be responsible for approving all material developed by SHOW UP WEB DESIGN at the end of each work phase. Once final approval has been received, the work will be considered complete and final. SHOW UP WEB DESIGN is not liable for any errors or omissions.
LIEN – All materials or property belonging to CLIENT, as well as work performed, may be retained as security until all just claims against CLIENT are satisfied.
RIGHTS OF OWNERSHIP – Once a project has been delivered by SHOW UP WEB DESIGN and is fully paid for by CLIENT, SHOW UP WEB DESIGN will assign CLIENT a worldwide, royalty-free license to use the final version of the intellectual property developed for CLIENT on a single website using a single domain name and for the advertisement of that website.
SHOW UP WEB DESIGN shall retain ownership of all of its proprietary methodology used in the provision of the services or preparation of any deliverables. SHOW UP WEB DESIGN ’s pre-existing intellectual property and intellectual property developed for CLIENT shall remain the property of SHOW UP WEB DESIGN . CLIENT will not in any way be considered a coauthor of the intellectual property developed.
SHOW UP WEB DESIGN reserves the right to photograph and/or distribute or publish for promotional and marketing needs any work created for CLIENT, including mock-ups and comprehensive presentations, as samples for portfolio, firm newsletter, brochures, slide presentations, and similar media. SHOW UP WEB DESIGN does not agree to store backups beyond the delivery of a job. Thereupon, SHOW UP WEB DESIGN reserves the right to discard them.
Once a project has been delivered by us and is fully paid for by Client, the Company will assign the reproduction rights of the design for the use(s) described in the proposal. According to the Copyright Law of 1976, the rights to all design, artwork and intellectual property rights, including but not limited to photography and or illustration created by independent photographers or illustrators retained by the Company, or purchased from a stock agency on your behalf, remain with the individual designer, artist, photographer or illustrator. Unless a purchase of “All Rights” (A Buyout) is negotiated with the Company and/or his/her authorized representative, you may not use or reproduce the design or the images therein for a purpose other than the one(s) originally stipulated. If you wish to use the design we have created and/or the images within it for another purpose or project, including a reprint or exhibition, you must contact us to arrange the transfer of rights and any additional fees before proceeding. If printing or other implementation is done through your vendors, you agree to return to us all our original mechanicals and artwork (slides, prints, drawings, separations, etc.) within two weeks, and to provide us with printed samples of each project.
We reserve the right to photograph and/or distribute or publish for our firms promotional and marketing needs any work we create for you, including mock-ups and comprehensive presentations, as samples for our portfolio, firm newsletter, brochures, slide presentations and similar media.
GROUP PROJECTS – CLIENT(s) must assign a single project manager for correspondence and may not include SHOW UP WEB DESIGN(s) staff in email chains, group meetings, phone calls, and brain storming sessions, without express permission or additional compensation at SHOW UP WEB DESIGN(s) hourly rate.
TERM AND TERMINATION – The term of this agreement will continue for work in progress until terminated by either party upon thirty (30) days written notice. If CLIENT should direct SHOW UP WEB DESIGN at any time to cancel, terminate or “put on hold” any previously authorized purchase, SHOW UP WEB DESIGN will promptly do so, provided CLIENT holds SHOW UP WEB DESIGN at no fault for any cost incurred as a result, SHOW UP WEB DESIGN is not responsible to disclose any harm that could be caused as a result of termination of a contract.
Upon termination of this agreement, SHOW UP WEB DESIGN will transfer to CLIENT all property and materials in SHOW UP WEB DESIGN ‘s control and for which CLIENT has paid. CLIENT will indemnify and hold SHOW UP WEB DESIGN harmless for any loss or expense (including attorney’s fees), and agree to defend SHOW UP WEB DESIGN in any actual suit, claim or action, with exception of negligence and/or willful illegal activity committed by SHOW UP WEB DESIGN , arising from the working relationship between CLIENT and SHOW UP WEB DESIGN. This includes, but is not limited to statements made against CLIENT and any of its products and services arising from the publication of materials that SHOW UP WEB DESIGN prepares and CLIENT approves before publication.