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Terms of Agreement

The purpose of this page is to support the proposal documents we share with current and potential clients by making our Terms of Agreement easy to access and review.

JWM Marketing and Web Design (JWM) will provide consulting services to the development client (Client). JWM’s responsibilities include the support and services outlined in the proposal document that references this page (the Proposal).

Billing

JWM staff time will be billed on a time and materials basis at the rates outlined in the Proposal.
Services will be invoiced on a monthly basis. JWM will provide a summary of hours worked and a description of completed or expected results related to the Services.
During the term of this Agreement, the Client agrees to reimburse JWM for all reasonable and pre-approved out-of-pocket expenses related to the Services. If travel requires an overnight stay, the Client will cover lodging and a daily meal allowance of thirty dollars per person. Travel expenses will be reimbursed at the standard rate set by the Internal Revenue Service.
All invoices are due and payable within ten (10) days of receipt by the Client.
The Client is responsible for paying or reimbursing JWM for all applicable taxes, fees, permits, duties, or assessments related to this Agreement, excluding franchise taxes and taxes based on JWM’s income.

License

If JWM creates custom software for the Client as part of the Services, JWM will retain full ownership of the software and all related intellectual property rights. JWM also retains all rights, title, and interest in its existing and future intellectual property, including patents, copyrights, trademarks, methods, processes, techniques, ideas, concepts, trade secrets, and know-how, whether created before or after the Services begin. These materials are collectively referred to as “JWM Knowledge.” JWM grants the Client a non-exclusive, worldwide, perpetual, irrevocable, fully paid, royalty-free license to use the custom software and JWM Knowledge for the Client’s internal business purposes. This license allows the Client to use, copy, modify, create derivative works, translate, distribute, display, and perform the software and related materials. If JWM and the Client have a separate signed agreement, the terms of that agreement will override this licensing provision.

Non-Disclosure

Each party agrees to keep the other party’s Confidential Information confidential and to protect it with at least the same level of care used to protect its own confidential or proprietary information. Neither party may disclose, publish, share, transfer, or otherwise make the other party’s Confidential Information available to any person or entity without prior consent. A party may share Confidential Information with its officers, employees, agents, or subcontractors only when reasonably necessary to perform its obligations under this Agreement. Any such recipients must also maintain the confidentiality of that information. These confidentiality obligations do not apply to disclosures required by law, court order, or government authority, provided that the disclosing party gives prompt notice to the other party when legally permitted. The obligations also do not apply to information that is independently developed without use of the Confidential Information, becomes publicly available through no unauthorized act, is lawfully disclosed by the owner without restriction, or was already known without any confidentiality obligation. Notwithstanding the above, JWM may disclose to third parties that the Client is a client of JWM and that JWM provided assistance under this support agreement.

Copyright Material

For any materials provided by JWM or the Client under this Agreement, an “Enforceable Intellectual Property Right” means a copyright, trademark, or trade secret that is valid and enforceable under the laws of the United States or any U.S. state, or a United States patent that has been issued at the time the material is delivered. JWM warrants that the Client’s use of the service related deliverables, as provided by JWM, does not infringe on any enforceable intellectual property rights of a third party. The Client warrants that JWM’s use of any materials supplied by the Client does not infringe on any enforceable intellectual property rights of a third party. Except as expressly stated above, all other representations and warranties are excluded, including any implied warranties of merchantability or fitness for a particular purpose.

Non-Compete

- This Agreement does not prevent JWM from providing services or creating work products that compete with or are similar to the Services and deliverables provided to the Client. JWM may continue to use any ideas, concepts, knowledge, or techniques learned while performing work under this Agreement.
- JWM team members who work with the Client may also provide similar services to other clients during the term of this Agreement. JWM will make reasonable efforts to consider the Client’s requests regarding staff assignments, but JWM retains the right to assign or change personnel as needed.

Institution

JWM and the Client are independent parties at all times. Neither party is an employee, partner, agent, or joint venture of the other, and neither is authorized to create or accept obligations or liabilities on behalf of the other. Each party retains full control over its own employees, methods, facilities, and equipment.

Warranty

JWM represents and warrants that it is not subject to any obligation or restriction that would interfere with or conflict with the work to be performed under this Agreement and any related Order. The Client acknowledges that JWM may be working on similar projects for other clients. Such projects will not be considered a violation of this Agreement, provided they do not interfere with JWM’s obligations.
JWM represents and warrants that: (1) all Deliverables will be created in a professional and workmanlike manner using reasonable care and skill; (2) all Deliverables will operate in accordance with standard HTML conventions; (3) all Deliverables will meet the specifications and requirements outlined in this Agreement; and (4) all work will be performed in compliance with applicable laws. If any Deliverable fails to meet this warranty and impacts the usability of the Client’s website, JWM will correct the issue within a reasonable time at no cost to the Client. This warranty remains in effect for the duration of this Agreement. This warranty does not cover changes to links, outdated pages, outdated content, or changes not caused by an error on the part of JWM.
JWM does not guarantee that the website or its functions will meet the Client’s requirements or that operation will be uninterrupted or error free. The Client assumes all risk related to the quality and performance of the website. Except as expressly stated in this Agreement, all services are provided “as is” without additional warranties. The parties agree that the warranties listed in this section are the sole and exclusive warranties, and all other warranties, express or implied, including warranties of merchantability and fitness for a particular purpose, are expressly disclaimed. If any provision of this Agreement is found to be unlawful or unenforceable, that provision will be considered severable and will not affect the validity or enforceability of the remaining provisions.

Liability

Neither party shall be liable hereunder for penalties or for special, indirect, consequential or incidental losses or damages including, but not limited to, lost profits, lost or damaged data, failure to achieve cost savings, loss of use of facility or equipment, or the failure or increased expense of operations, regardless of whether any such losses or damages are characterized as arising from breach of contract, breach of warranty, tort, strict liability or otherwise, even if a party is advised of the possibility of such losses or damages, or if such losses or damages are foreseeable.
In the event of Client’s claim of failure or damage by JWM or its assigns in relation to the Services rendered under the terms of this Agreement, the amount of such claims or damages shall not exceed the actual expense caused by the failure or damage, or the total amount Client has paid to JWM for the Services under this Agreement, whichever is less.
Neither party shall be considered in default in the performance of any obligation hereunder to the extent that the performance of such obligation is prevented or delayed by a Force Majeure Event, which is defined to include a fire, flood, explosion, strike, war, insurrection, embargo, government requirement, act of civil or military authority, act of God, or any similar event, occurrence or condition which is not caused, in whole or in part, by that party, and which is beyond the reasonable control of that party. The parties shall take all reasonable action to minimize the effects of a Force Majeure Event. If a Force Majeure Event prevents or delays the performance of a party for thirty (30) days, the other party shall thereafter have the right to terminate the Project upon written notice at any time before such performance resumes.

Termination

Either party may terminate this Agreement by providing written notice if the other party materially breaches this Agreement and fails to correct the breach within thirty (30) days of receiving notice. JWM may terminate this Agreement immediately if the Client fails to pay required fees or if the Client fails to cooperate or interferes with JWM’s ability to perform the Services.
If this Agreement is terminated before the Services are completed, the Client agrees to pay JWM for all approved Services performed up to the termination date.

Governance

This Agreement is governed by the laws of the State of Florida. Any dispute arising from this Agreement or its interpretation will be resolved in accordance with the rules of the American Arbitration Association, and judgment on the arbitration award may be entered in any court with proper jurisdiction. If any part of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

Amendments

No changes to this Agreement are valid unless they are made in writing and signed by both parties.

JWM Marketing & Web Design
3632 Land O’ Lakes Blvd Ste 142
Land O’ Lakes, FL 34639
(813) 692-9444