Blue Artists, LLC

Service Agreement

Published July 15, 2013

Service Agreement

This Service Agreement (the “Agreement”) is between Blue Artists LLC (the “Agency”) and you, our client (the “Client”).  Please read this Agreement carefully before using our Services, as defined in Section I of this Agreement, or our website, which includes, but is not limited to, other internal websites stemming from it, such as specific membership sites or webpages pertinent to the main website, or any mobile applications associated with the Agency.


Acceptance of this Agreement constitutes that you agree to the responsibilities, expectations, and procedures detailed in this Agreement.  Further, you agree not to obstruct, interfere, or in any way prevent our team from providing you with the highest possible quality of service.  By authorizing this Agreement electronically by clicking the “I Agree” button or by rendering your payment or down-payment for our Services, you are deemed to have executed this Agreement electronically, effective on the date of your payment, pursuant to the U.S. Electronic Signatures in Global and National Commerce Act (the E-Sign Act) (15 U.S.C. § 7001, et seq.).


Your access to and use of our Services and website is conditioned on your acceptance of and compliance with this Agreement.  Please do not use our Services or website if you disagree with this Agreement or if you do not understand this Agreement. Any other policies, notices, or other legal/administrative pages contained in our website are necessarily incorporated into this Agreement.

I.  Services and Website

A.  Our Services

Our Services may include, but are not limited to, services and products related to website development, logo design, branding work, photography, videography, marketing, public relations, search engine optimization, publishing, work product or other services and products as you may request (our “Services”).  Prior to beginning any of our Services, you must agree to a “Service Proposal”. The Service Proposal provides the specific terms for a given project, including the Service Description, Service Value, any Deadlines, Disclaimers, Payment Options, and the ability to apply any Plus Member benefits.  The Service Proposal is incorporated into this Agreement.  If there is a conflict between the Service Proposal and this Agreement, the Service Proposal will prevail.


Once the Service Proposal has been accepted, and any down-payment has been rendered, our Services will be provided in several phases.  Concepts proposed during the consultation phase are subject to change consistent with the expressed vision and ongoing client/artist collaboration, but remain contingent to authorized budget limitations. As the client, you maintain executive producer approval through Phase Checks and Draft Approvals. You authorize progression on Draft 2 contingent to Draft 1 satisfaction, and Draft 3 contingent to Draft 2 satisfaction.


You may expect reasonable and professional access to a Producer of the Agency for project related discussions, inquiries, and updates during regular business hours.  A Producer may be any person we so designate to produce your Deliverables as described in the Service Proposal, including, but not limited to, our team or a sub-contracted artist or subcontracted technician.  However, you agree not to interfere, prevent, obstruct, or impede the Producer or the Agency from performing Services or duties inherent with those Services.  We reserve the right to bring in our own assistants, agents, subcontractors, or independent contractors as needed.


By entering this Agreement, you agree and acknowledge that the Agency is functioning as an independent contractor.  The Agency and its Producers, Employees, Independent Contractors, Representatives and Other Agents will not be construed as employee/employer, or joint venture, or partnership with you.  Further, the relationship established by this Agreement is not exclusive on the part of the Agency; we may provide membership or Services to other clients at our own discretion without notification to you.

B.  Our Website

As a client, you will receive access to several sections of our website to facilitate our Services. The Development Laboratory (“DevLab”) has a client access portal to many important features to our collaboration.  Within DevLab, the “Project Hub” will host your Deliverables and drafts of products and working projects, including, but not limited to, work product, design work, photographs, and videos, and works related to our public relations and virtual assistance services (the “Deliverables”).  Any final version of the Deliverables will be considered “Final Deliverables” within this Agreement.  By accessing DevLab or Project Hub, you agree and confirm that you have received the Deliverables in full satisfaction of this Agreement.  After delivery, any corresponding payment for Deliverables and other service fees will be due to the Agency pursuant to Section III of this Agreement.  If you are not satisfied with the Deliverables, you must promptly notify the Agency of any dissatisfaction or desired changes or modifications within five (5) days of delivery; otherwise, both parties will presume that the Agency has delivered and you have received the deliverables in full satisfaction of this Agreement.  If you notify the Agency that the Final Deliverables are not acceptable within the five (5) days, the Agency retains a reasonable opportunity to effect a cure, repair, correct or re-design any work that does not conform to the project specifications as described in the Service Proposal.

The Agency will archive your project assets and other work related to the Deliverables for a term of six (6) months.  All footage and post-production assets may be backed up to an external hard drive to be archived for an additional cost to be determined based on storage size.

DevLab also provides access to the “Licenses and Earnings” to review your currently financed Services, your account receivables or payments, royalties, and discount credits, as described in Section III of this Agreement.  We try to provide this information in a transparent way so that you can understand your account in full detail, but if you do not understand any information regarding our website, you must promptly notify the Agency.

C.  Client Responsibilities and Warranties

You agree and acknowledge that certain information, content, schedules, decision-making and approvals will be required of you during the process of delivering Services.  You agree and acknowledge that it is your responsibility to make sure any advertising and promotional claims you provide are accurate and legal.  While the Agency will limit any intellectual property infringement to the best of our knowledge and ability, it is your responsibility as the client to verify any possible infringement based on suggestions, information, or other material as provided by the client.  Final proofreading and in the event that you have approved Final Deliverables but errors, including, but not limited to, typographic errors or misspellings, remain in the finished product, you agree to incur the cost of correcting such errors.  It is your responsibility as the client to pay your service balance, including, but not limited to, your Plus Membership fees, pursuant to Section III of this Agreement.  You agree not to attempt to solicit our Producers, Employees, Representatives or Other Agents to leave the Agency, without consent by the Agency.

D.  Attorney Approved Support Disclaimer

We offer pre-created, fill-in-the-blank forms that will be chosen based on attorney-approved yes-no questions.  You understand that your purchase, download, and/or use of a form document is neither legal advice nor the practice of law, and that each form and any applicable instructions or guidance was not created or customized for your particular needs.  We will constantly be adding new forms, but we cannot guarantee the accuracy, completeness, adequacy or currency of the content.  Since the law changes constantly and is different from jurisdiction to jurisdiction, we cannot guarantee the forms and documents are always up-to-date.  Neither Blue Artists LLC nor Onfall Professionals LLC have created these forms or the questions to help you pick a form.  The forms and questions were created by an actual law firm of licensed attorneys.  

YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF OUR FORMS AND DOCUMENTS. THE FORMS ARE PRESENTED “AS IS” AND WE DO NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS, OR ENDORSEMENTS WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR NONINFRINGEMENT, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD THE FORMS OR DOCUMENTS.  THE AGENCY AND ITS MEMBERS, PRODUCERS, EMPLOYEES, INDEPENDENT CONTRACTORS, REPRESENTATIVES AND OTHER AGENTS SHALL NOT BE LIABLE FOR ANY COST OR DAMAGE ARISING EITHER DIRECTLY OR INDIRECTLY FROM ANY SUCH TRANSACTION. IT IS SOLELY YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ALL OPINIONS, CONSULTATIONS, ADVICE, OR OUR SERVICES.  THIS CLAUSE IS TO BE CONSIDERED AS A SUPPLEMENT TO OUR FULL SERVICE AGREEMENT, INCLUDING, BUT NOT LIMITED TO, OUR LIMITATION OF LIABILITY AND INDEMNIFICATION CLAUSES.

WE ARE NOT LAWYERS OR A LAW FIRM AND WE DO NOT PROVIDE LEGAL OR TAX ADVICE OR OPINIONS.  No person representing Blue Artists LLC or Onfall Professionals LLC will provide you with legal or tax advice or opinions through Blue Artists Services.  We do not and will not review any of your information for legal accuracy or sufficiency, draw legal conclusions, provide opinions about your selection of forms based on your yes-no answers, or apply the law to the facts of your situation.  The yes-no questions should be considered a guide for your self-help in choosing a form or document.  Using or purchasing the forms or documents or our services or our products does not and will never create an attorney-client relationship between you and Blue Artists LLC or you and Onfall Professionals LLC or you and any of or affiliates.  If you do want legal or tax advice or opinions, including whether the forms and documents meet your jurisdictional requirements or are up to date, you should consult with a licensed attorney or other professional.  We do not refer lawyers or law firms, nor do we specifically endorse any law firms, including, but not limited to, any that are listed on our site, not do we warrant the competency or quality of any lawyers or law firms including, but not limited to, any that are listed on our site.  Any lawyers or law firms on our site are for informational purposes only.  By ordering or downloading any of the forms or documents, you agree that the forms or documents may only be used for your personal or business use and may not be sold or redistributed.  

II.  Plus Membership

A.  Plus Members

Clients may join our monthly membership service as a “Plus Member” in one of the membership levels (Professional, Business, Premium, or Premium Elite).  You understand that Plus Membership is a non-equity position and that non-equity position do not have voting rights. Acceptance of this Agreement and use of our Services constitutes your agreement to the expectations and procedures detailed in this Agreement.  Breaching any part of this Agreement may cause Plus Membership interruption or cancellation pursuant to Section VII of this Agreement.  As a Plus Member, you have access to a Development Laboratory platform (“DevLab”).  We reserve the right to modify our Plus Membership policies to better reflect our growing services at any time.  For this reason, we encourage you to review this Agreement at any time online by logging in to your DevLab account.

Non-Members may join Plus Membership at any time.  Once a Plus Member, you may upgrade your Plus Membership to a higher membership level at any time.  You may downgrade your Plus Membership to a lower membership level once per calendar year.  Adjusting your Plus Membership will change your license term by the chart located on the “Adjust Your Membership” page within your DevLab account.  Your Plus Membership can hold up to sixty (60) months of licensed service.  When canceling or suspending your Plus Membership, you must pay the balance on your licensed services, pursuant to Sections III and VII of this Agreement.

B.  Non-Members

Non-Members will be assigned a temporary DevLab account for the purpose of facilitating our communications and Deliverables.  If a Non-Member does not become a Plus Member, the DevLab account will be closed upon completion of our Services for that client.  Non-Members who access DevLab have certain features disabled, including, but not limited to, no monthly devcast programming or brand roadmap. We reserve the right to restrict access to areas of our website at our discretion.  

This Agreement applies equally to all clients, regardless of whether you are a Plus Member or a Non-Member.

III.  Financing and Payments

A.  Service License

The Agency, at its own discretion, may choose to provide financing to you, if you are a Plus Member, for any of our Services (the “Service License”).  If we provide you with a Service License, you are hereby granted access to a specific service or product developed or produced by the Agency as specified in the Service Proposal.  You agree that, at the Agency’s discretion, a portion of your regular monthly membership payment may be used to pay the original service costs and fees.

You acknowledge and agree that such Service License may require you to provide a 25% or greater down-payment prior to the Agency beginning Service.  If the Agency chooses to finance your Service with a Service License, you will be licensed for use throughout your active Plus Membership or until the project balance is paid in full, indicated by a date threshold, as provided in Section IV of this Agreement.  

B.  Payment Terms

If you are a Plus Member, you agree to pay your Plus Membership fee in accordance with the cost of your membership level.  Regardless of whether you are a Plus Member, you agree to pay any costs or fees associated with Services described in Service Proposal.  Service costs or fees may include, but are not limited to, any down-payments, cost of Services, studio fees, printing costs, costs of photocopies, travel expenses, storage costs, any State or Federal sales or use taxes, or other service fees.  Any down-payment required by the in Service Proposal may be at least 25%, and must be paid in full in order to begin our Services.  Invoice and payment details will be provided in a service balance on the License & Earnings page on DevLab.  You understand and agree that you are personally and individually liable for paying the full amount owed to on your service balance.  You must satisfy your invoice or payment within thirty (30) days of the due date or we reserve the right to interrupt or cancel our Services pursuant to Section VII of this Agreement.  You agree to pay the full costs stated in your service balance.  Once paid, any payments made are NONREFUNDABLE.  In the event our Services are cancelled before completion, you are responsible for the payment of Services rendered.  

We may provide discounts or credits for Services, including, but not limited to, signing up for monthly auto pay or annual prepay.  For more details of our payment options, please visit DevLab > Payment Options to learn more.  Plus Membership includes a proportional amount of credits which may be used to discount services ordered through our website Service Menu.  Credits are valued at forty ($40) per credit.  Credits may be used once per order.  Your earned Credits will be listed on the License & Earnings page on DevLab.  You must be an active and current Plus Member to retain any membership discounts on your service balance.

C.  Suspend or Skip Payment Request

You may choose to suspend or skip payment for one month in the year as measured by the calendar year (e.g. if you choose to skip a membership payment in 2016, this may only happen once during the 2016 year).  Any Service Credits applied to the invoice to be skipped will be refunded.  When a payment is skipped, your Plus Membership will be extended by one month.

D.  Failure to Pay or Make a Payment

Lapse in membership or late payments may affect the availability of your Deliverables or Services. If payment is not received within thirty (30) days, any licenses may be revoked until you fulfill the required amount due for your service balance.  Should you cancel your Plus Membership, you are responsible for the balance of any remaining licensed products.  If for any reason, you fail to make a payment upon due date or cancel your Plus Membership, we may demand immediate acceleration of the entire remaining unpaid balance, without giving further notice to you.

If the Agency retains counsel for collection of any unpaid balance against you, you agree to pay any and all costs and fees incurred for the collection of the unpaid balance.  The costs and fees will be added to the unpaid balance.

E.  Paying a License and Transfer or Ownership

Once your project balance is paid in full, indicated by a date threshold, the copyright and rights of use transfer immediately to you (or purchaser) pursuant to Section IV of this Agreement.  The balance on a service license is the amount outstanding after your initial down-payment and the membership months paid to date.  Please refer to the list of Licenses in your DevLab account for the correct name or proposal title for the license you wish to pay.

F.  Royalties

When our Services include publishing, we collect and report royalties from the sale of products and Services we have developed.  Blue Artists producers will report royalties once per month within your DevLab account.  We do not participate in your sales, but if you are a Plus Member, you agree we may withhold 5% of Gross royalties for processing and transfer fees.  If you are not a Plus Member or you cancel your Plus Membership, then you agree we may withhold 10% of Gross royalties are withheld as profit participation.

IV.  Intellectual Property Rights and Accreditation

A.  Background Technology

“Background Technology” means all Inventions developed by the Agency or a Producer other than in the course of providing Services to you under this Agreement and all Inventions that are incorporated into the Deliverables.  “Invention” means any ideas, concepts, information, materials, processes, data, programs, know-how, improvements, discoveries, developments, designs, artwork, formulae, other copyrightable works, and techniques and all Intellectual Property Rights therein.

The Agency will disclose in the Service Proposal any Background Technology which we propose to incorporate into our Services or Deliverables or upon which use or distribution of our Services or Deliverables will depend.  The Agency will retain the rights and ownership to any of its own Background Technology.  If we do not disclose any Background Technology, we warrant that it will not incorporate any Background Technology into the Final Deliverables.  We will separately provide with each delivery of Final Deliverables, or unless we provided in prior Deliverables, a third-party bill of materials that identifies all Background Technology and other third-party materials that have been incorporated into the Final Deliverables and provides, for each item of Background Technology identified, (1) the name and any associated version number, (2) the applicable license or licensing terms, (3) whether the item has been modified by Agency, and (4) how the item has been incorporated into, is used by, or is relied upon by the Deliverables.  Notwithstanding the foregoing, unless otherwise agreed in the Service Proposal, we agree that we will not incorporate into the Deliverables or otherwise deliver to you any software code for which the use or distribution of the code will create or purport to create obligations for you to grant any rights or immunities under your intellectual property to a third-party, including without limitation any obligation that the Final Deliverables or Client software combined with, derived from, or distributed with such Deliverables be disclosed or distributed in source code form, or be licensed for the purpose of making derivative works, or be redistributable at no charge.

B.  License and Ownership of Deliverables and Intellectual Property

Upon the Agency’s receipt of initial payment from you, we hereby automatically grant to you a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and worldwide right, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in the Background Technology incorporated or used in the Deliverables.

Upon the Agency’s receipt of full payment from you, the Final Deliverables, including without limitation all Intellectual Property Rights in the Final Deliverables, will be the sole and exclusive property of you, as the client, and you will be deemed to be the author thereof.  Further, upon the Agency’s receipt of full payment from you, any copyright and rights of use transfer immediately to you.  If we have any Intellectual Property Rights to the Final Deliverables that are not owned by you upon Agency’s receipt of payment from you, we hereby automatically irrevocably assign to you all right, title and interest worldwide in and to such Intellectual Property Rights. Except as set forth above, the Agency retains no rights to use, and will not challenge the validity of your ownership in, such Intellectual Property Rights.  We hereby waive any moral rights, rights of paternity, integrity, disclosure and withdrawal or inalienable rights under applicable law in and to the Final Deliverables.

The Agency reserves exclusive Right of Use for all properties developed, created, and assigned within this production for non-commercial and promotional use.

C.  Client Materials

“Client Materials” means requests, intellectual property, and any other information or materials that Client provides to the Agency.  You agree to grant the Agency a limited, non-exclusive, revocable at any time at your sole discretion, right to use the Client Materials as necessary solely for the performance of the Agency Services under this Agreement.  As the client, you reserve all other rights and interest, including, but not limited to, all Intellectual Property Rights, in and to the Client Materials.  Upon completion or termination of the this Agreement, or upon your written request, the Agency will immediately return all Client Materials to you and further agrees to destroy all copies of Client Materials (except for Background Technology as permitted by the Service Proposal and this Agreement) contained in or on the Agency’s premises, systems, or any other equipment or location otherwise under the Agency’s control. You may further request written certification from the Agency that we have returned or destroyed all Client Materials as provided in this subsection.

D.  License to or Waiver of Other Rights

If Agency has any right to the Final Deliverables, including, but not limited to, any Intellectual Property Right, that cannot be assigned to you by the Agency, we hereby automatically, upon the Agency’s receipt of full payment from you, unconditionally and irrevocably grant to you during the term of such rights, an exclusive, even as to the Agency, irrevocable, perpetual, worldwide, fully-paid and royalty-free license to such rights, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale and exercise any and all such rights. If the Agency has any rights to such Final Deliverables that cannot be assigned or licensed, we hereby automatically, upon the Agency’s receipt of payment from you, unconditionally and irrevocably waive the enforcement of such rights, and all claims and causes of action of any kind against you or related to your customers, with respect to such rights, and will, at your request and expense, consent to and join in any action to enforce such rights.

E.  Assistance

The Agency will assist you in every way, including by signing any documents or instruments reasonably required, both during and after the term of this Agreement, to obtain and enforce Intellectual Property Rights relating to the Final Deliverables in all countries. In the event you are unable, after reasonable effort, to secure the Agency’s signature on any document needed in connection with the foregoing, the Agency hereby designates and appoints you, as the client, and its duly authorized officers and agents as its agent and attorney in fact to act on its behalf to further the purposes of this Section with the same legal force and effect as if executed by the Agency.

F.  Confidentiality

Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party (“Confidential Information”). Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the Service Proposal or this Agreement, except as may be required by a court or governmental authority.  The Agency will maintain a confidential work environment during the term of this Agreement by restricting disclosure on all assets during development.  The Agency will take reasonable steps to ensure confidentiality of your Deliverables, your business, and other related information.  Notwithstanding the foregoing, the Agency may share such confidential information with its Producers, Employees, Independent Contractors, Representatives and Other Agents, as well as authorized third parties.  Further, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.

G.  Accreditation

You agree that the Agency as “Blue Artists, LLC” will receive above the line credit on contracted and produced media productions.  Further, Film or Video director receives above the line credit on contracted film or video.  All Promotional and Brand Designs maintain below the line credit for Blue Artists, LLC.

V.  Limitation of Liability

YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF OUR SERVICES AND WEBSITE. OUR WEBSITE PROVIDES RELATED INFORMATION “AS IS” AND DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS, OR ENDORSEMENTS WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR NONINFRINGEMENT, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD OUR SERVICES OR OUR WEBSITE.  THE AGENCY AND ITS MEMBERS, PRODUCERS, EMPLOYEES, INDEPENDENT CONTRACTORS, REPRESENTATIVES AND OTHER AGENTS SHALL NOT BE LIABLE FOR ANY COST OR DAMAGE ARISING EITHER DIRECTLY OR INDIRECTLY FROM ANY SUCH TRANSACTION. IT IS SOLELY YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ALL OPINIONS, CONSULTATIONS, ADVICE, OR OUR SERVICES.  WE DO NOT WARRANT THAT OUR WEBSITE WILL OPERATE WITHOUT MISTAKES OR DELAYS.  FURTHER, WE WILL NOT BE LIABLE FOR ANY DELAYS OF OUR SERVICES DUE TO FACTORS OUTSIDE OUR CONTROL, INCLUDING, BUT NOT LIMITED TO, CLIENT CAUSED DELAYS, FIRES, WEATHER, ACTS OF WAR, OR ACTS OF GOD.

IN NO EVENT WILL WE, OR ANY THIRD PARTIES WE WORK WITH, BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT OR OTHER DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, ARISING OUT OF THE USE OF OR INABILITY TO USE OUR SERVICES OR WEBSITE.  BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.  IN SUCH STATES, LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW, RESULTING IN THE SMALLEST DOLLAR AMOUNT PERMITTED FOR THE AGGREGATE LIABILITY FOR BOTH OUR WEBSITE AND AFFILIATED PARTIES FOR A CLAIM DERIVING FROM OR RELATED TO OUR WEBSITE.  THIS IS IN PLACE OF ANY AND ALL OTHER REMEDIES OTHERWISE AVAILABLE.

VI.  Indemnification

You agree to indemnify, defend and hold harmless the Agency and its Members, Producers, Employees, Independent Contractors, Representatives and Other Agents from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any use of our Services and our Website or violation of this Agreement (including negligent or wrongful conduct) by you or any other person affiliated with you that has used our Services or accessed our Website, as well as resulting from any infringement of intellectual property.  Further, you agree to indemnify, defend and hold harmless the Agency and its Members, Producers, Employees, Independent Contractors, Representatives and Other Agents from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from enforcement of this indemnification clause against you or any other person affiliated with you that has used our Services or accessed our Website.

VII.  Service Interruption and Cancellation Policy

A.  Plus Membership Disclaimer

Breaching any part of this Agreement may cause Service Interruption or Cancellation of your Plus Membership or Services.  The Agency reserves the right to interrupt or cancel our Services or your Plus Membership and the right to revoke any licenses if you do not satisfy your invoice or payment within thirty (60) days of the due date.  By accessing DevLab or Project Hub, you confirm that you have received all Deliverables pursuant to Section I of this Agreement.

B.  Service Interruption

If your monthly Plus Membership fee or other payments for Services are unpaid for thirty (30) days after the due date, your Plus Membership and/or Services will be interrupted.  You agree that this Agreement is sufficient notice for purposes of Service Interruption.  However, the Agency may send you a written or electronic notice of Service Interruption.  We will reactivate your Plus Membership or Services once you have paid the full amount owed on your service balance.

C.  Cancellation Policy

If your monthly Plus Membership fee or other payments for Services are unpaid for ninety (90) days after the due date, your Plus Membership and/or Services will be cancelled.  Cancelled Plus membership will void discounts on unpaid fees and nullify active membership benefits.  In the event that your Plus Membership is cancelled, you agree that Completed Phases and rendered drafts must be paid.  You agree that, at the Agency’s discretion, a portion of your regular monthly membership payment may be used to pay the original service costs and fees.  In an effort to continue the relationship between you and the Agency, the Agency reserves the right and discretion to allow alternative payment solutions.

THE AGENCY RESERVES THE RIGHT TO LIQUIDATE YOUR UNPAID DELIVERABLES TO INTERESTED PARTIES SUCH AS COLLECTION AGENCIES, VENDORS, OR INVESTORS. ALTERNATIVELY, YOUR OUTSTANDING BALANCE MAY BE SUBMITTED TO A SMALL CLAIMS CASE IN THE DISTRICT COURT OF MARYLAND OR TO MEDIATION AGAINST YOU PURSUANT TO SECTION IX OF THIS AGREEMENT.  IF A JUDGMENT IS RENDERED AGAINST YOU IN EITHER SMALL CLAIMS COURT OR MEDIATION, YOUR AMOUNT DUE WILL BE SUBJECT TO POST-JUDGMENT INTEREST AT THE RATE OF 10.0% PER ANNUM UNTIL PAID IN FULL.

You agree and acknowledge that any collections or court action may result in an impact to your credit score and a judgment against you.  If a claim is filed against you, our only communications will be in the form advised by the District Court of Maryland, which may include: (1) Certified Mail; (2) Private Process Server; or (3) Sheriff or Constable.

VIII.  Assignment or Transfer

You agree and warrant that your payments of Plus Membership, as a non-equity and non-voting position, is for your own accord and not for the account or a distribution to another person or entity.  You agree that that you will not assign, sell, hypothecate, or otherwise transfer your Plus Membership.  THE NON-EQUITY AND NON-VOTING PLUS MEMBERSHIPS HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITY LAWS INCLUDING THE SECURITIES ACT OF 1933 OR THE SECURITIES LAW OF ANY STATE INCLUDING THE STATE OF MARYLAND.

IX.  General Provisions

A.  Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland. You agree that any action including any mediation and/or litigation must be brought in Prince George’s County, Maryland.  Accordingly, it shall be governed and construed in accordance with the laws of Maryland in terms of those applicable to agreements, without regard to conflict of law principles.

B.  Dispute Resolution

  1. The Parties hereto agree that any and all disputes, controversies or claims with damages below $5,000.00 will be resolved between the Parties arising out of or relating to this Agreement or any breach or threatened breach thereof shall be resolved by filing such claim in the Small Claims division of the District Court in Prince George’s County, Maryland.

  1. The Parties hereto agree that any and all disputes, controversies or claims with damages up to or exceeding $5,000.00 will be resolved between the Parties arising out of or relating to this Agreement or any breach or threatened breach thereof shall be resolved as follows:

  1. Mediation.  In the event of any disputes over the provisions or enforcement of this Agreement, the parties agree to initially attempt to resolve the issues to the mutual satisfaction of the parties in negotiation.  If the parties cannot resolve the dispute or disagreement in good faith or you do not respond to our notices, upon mutual agreement by the parties, the parties may elect to mediate the disputes through the procedures described herein, or through the court-provided procedures.  Parties agree to mediate in good faith and effort to resolve the issue.  Each party shall appoint an impartial representative and the two impartial representatives will both appoint a third impartial representative to be mediator to the dispute. The mediation shall be located in Prince George’s County, Maryland, or if the parties agree, in the next most convenient location within Maryland.  No Discovery will be provided by either party, unless the parties agree or the mediator deems it necessary.   The remaining terms and procedures shall be decided by the parties to mediation, or if the parties fail to agree, then decided by the mediator.  Parties shall cover their own costs and expenses for mediation.  Upon the request by either party, minutes of the mediation meetings will be recorded for purposes of determining good faith.  If a party seeks to enforce the mediator’s decision, that party is entitled to attorney’s fees and reasonable costs.  Any action instituted by either party arising out of the enforcement of the mediator’s decision will only be bought, tried and resolved in the applicable federal or state courts having jurisdiction in the State of Maryland.

  1. Litigation.  Any litigation shall be brought in the jurisdiction of the Maryland Court.  The Court in such action shall apply Maryland substantive law.  The prevailing party in any such action shall be entitled to recover its costs and expenses (including reasonable attorneys’ fees) incurred in preparation for and prosecution of such action and enforcement of or securing recovery under any order and/or judgment rendered therein. The Parties hereto hereby submit to the jurisdiction of the Court for the purpose of securing such provisional remedies to enforce these terms and conditions and any and all orders and judgments rendered pursuant thereto (including without limitation the provisions of the immediately preceding sentence).

C.  Modification

We may modify or change this Agreement without notice to you.  Any changes or modifications to this Agreement will be considered effective immediately upon publication.  Any continued use of our services or website, or any payment or down-payment, shall be considered acceptance of any changes or modifications to this Agreement.

D.  No Waiver

No waiver of any of the provisions of this Agreement shall be valid unless in writing and signed by the person or party alleged to have waived the provision or provisions. Lack of enforcement of any provision of this Agreement shall not be construed as waiver.

E.  Severability

In the event that any part or parts of this Agreement are found to be void, the remaining provisions shall nevertheless be binding with the same effect as though the void parts were deleted. Furthermore, a court finding any part or parts of this Agreement to be unenforceable are asked to interpret the remainder of the Agreement in such a way as to provide reasonable provisions to replace those voided and to further the reasonable expectations and stated desire of the parties to this Agreement to form a limited liability Company under the laws of the state of Maryland.

F.  This Agreement Prevails

To the extent that anything in or associated with our website is in conflict or inconsistent with this Agreement, this Agreement shall take precedence and prevail, subject only to the Service Proposal.

G.  Binding Effect

This Agreement shall be binding upon the parties to it and upon their heirs, executors, administrators, successors, or assigns. The parties to this Agreement agree to execute any and all instruments in writing that are or may become necessary or proper to the carrying out of the purpose and intent of this Agreement.

Authorization

As stated above, by authorizing this Agreement electronically by clicking the “I Agree” button or by rendering your payment or down-payment for this service, you are deemed to have executed this Agreement electronically, effective on the date of your payment, pursuant to the U.S. Electronic Signatures in Global and National Commerce Act (the E-Sign Act) (15 U.S.C. § 7001, et seq.).