GENERAL TERMS AND CONDITIONS
The Terms and Conditions provided below are considered incorporated into any fully-executed LaFleur Legal Marketing Proposal. “Client” in these Terms and Conditions is defined as any person or business entity who enters into an agreement for consultative and creative services by signing a LaFleur Legal Marketing Proposal.
LaFleur Legal Marketing shall provide consultative and creative services for the project as agreed between LaFleur Legal Marketing and the Client in the LaFleur Legal Marketing Proposal, potentially including strategy, design, copywriting, search engine optimization, development, and coordination of the project and its execution. LaFleur Legal Marketing shall provide the services required to complete the project as described in the fully-executed LaFleur Legal Marketing Proposal.
- BILLING SCHEDULE
1.1 Web Development. For web development projects, LaFleur Legal Marketing will invoice Client for one-third (1/3) of the initial web development fees at the time Client signs the LaFLeur Legal Marketing Proposal. This 1/3 down payment is a required deposit for web development projects. The remaining cost of the web development will be invoiced over the course of the project, with the final invoice being issued upon the approval and launch of the site.
1.2 Web Marketing and Ongoing Projects. For web marketing and ongoing projects, LaFleur Legal Marketing will invoice Client for setup fees and the first month’s fee upon Client’s return of a signed proposal. LaFleur Legal Marketing will invoice Client at the beginning of the month for the upcoming month’s services. The payment terms are net 21, meaning LaFleur Legal Marketing must receive payment within 21 days after Client receives an invoice. Client agrees that any late payment will accrue simple interest at 1.5% per month.
- OBLIGATIONS OF CLIENT AND LAFLEUR LEGAL MARKETING
2.1 Initial Approval. LaFleur Legal Marketing shall provide any necessary information to Client and obtain approvals from Client prior to beginning work on the proposal. Once approval is obtained, LaFleur Legal Marketing shall be responsible for coordination of briefing, review, and the decision-making process with respect to any LaFleur Legal Marketing subcontractors or any service providers other than LaFleur Legal Marketing, as needed to accomplish the project..
2.2 Changes to Services. If, after Client has approved the strategy, content, or design relevant to the proposal, Client or any authorized agent of Client requests changes that require additional services from LaFleur Legal Marketing, Client shall pay all fees and expenses arising from such changes and additional services.
2.3 Client Will Provide Information and Materials Necessary for the Proposed Project. Client shall provide accurate and complete information and materials to LaFleur Legal Marketing and shall be responsible for the accuracy and completeness of all information and materials so provided. Client guarantees that all materials supplied to LaFleur Legal Marketing are owned by Client or that Client has all necessary rights in such materials to permit LaFleur Legal Marketing to use them for the project.
2.4 LaFleur Legal Marketing Will Protect Information and Materials Provided by Client. LaFleur Legal Marketing shall take reasonable precautions to safeguard original or other materials provided by Client. However, LaFleur Legal Marketing shall not be liable for any damage to or loss of any material provided by Client, including artwork, photographs, or manuscripts, other than on account of willful neglect or gross negligence of LaFleur Legal Marketing. LaFleur Legal Marketing acknowledges its responsibility, both during and after the term of its appointment, to use all reasonable efforts to preserve the confidentiality of any proprietary or confidential information or data developed by LaFleur Legal Marketing on behalf of Client or disclosed by Client to LaFleur Legal Marketing.
2.5 Client Authorizes Use of Subcontractors as Needed to Complete the Project. Client specifically grants to LaFleur Legal Marketing the right to act on the Client’s behalf to give instructions to any person or entity involved in the project, such as photographers, illustrators, writers, web hosts, and domain registrars. Any such instructions or approvals by Client may only be made through LaFleur Legal Marketing. Client shall be bound by all such instructions given by LaFleur Legal Marketing within the scope of this agreement.
2.6 Client’s Final Approval. Client shall proofread and approve all final content before the production, publication or launch of artwork and content. LaFleur Legal Marketing is not responsible for any errors or omissions upon acceptance of proof but will correct any errors as quickly as possible.
- TERMINATION AND RENEWAL
3.1 Termination. This agreement may be terminated by either party for any reason by providing the other party with at least thirty (30) days’ prior written notice of termination. Upon notice of termination, LaFleur Legal Marketing shall continue to provide services through the end of the 30 days’ notice period. At the end of the notice period, LaFleur Legal Marketing shall provide Client with an Invoice for any unpaid balance due for services provided pursuant to Client’s marketing plan commitments.
3.2 Renewal. This agreement will continue to renew on a monthly basis unless terminated by either party. These Terms and Conditions will continue to apply during any periods of renewal, except as amended by the parties in writing.
- SEVERABILITY AND SURVIVAL
If any term or provision of this agreement is held by a court of competent jurisdiction to be void or unenforceable, that term or provision will be severed from this agreement, the balance of the agreement will survive, and the balance of this Agreement will be construed as to carry out the intent of the parties as evidenced by the remaining terms of the Agreement. Unless otherwise agreed by the parties in writing, provisions of this agreement relating to confidentiality and the nondisclosure of confidential Information shall survive the termination of this agreement.
- INDEMNIFICATION OF INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS.
5.1 LaFleur Legal Marketing’s Indemnification. LaFleur Legal Marketing shall indemnify, defend, and hold Client harmless against any claims brought against Client due to allegations that LaFleur Legal Marketing infringed any trademark, copyright, or patent in the United States or misappropriated any trade secret of a third party.
5.2 Client’s Indemnification. Subject to the preceding paragraph, Client agrees to indemnify, defend, and hold LaFleur Legal Marketing harmless against any claims brought against LaFleur Legal Marketing to the extent those claims are based upon allegations that Client infringed intellectual property rights of a third party.
5.3 Conditions to Indemnification. The foregoing obligations are conditioned upon (a) prompt written notice by the indemnified party to the indemnifying party of any claim, action, or demand for which indemnity is claimed; (b) complete control of the defense and settlement thereof by the indemnifying party, provided that no settlement of an indemnified claim shall be made without the consent of the indemnified party, such consent not to be unreasonably withheld or delayed; and (c) reasonable cooperation by the indemnified party in the defense as the indemnifying party may request. The indemnified party shall have the right to participate in the defense against the indemnified claims with counsel of its choice at its own expense.
5.4. Definition of “Claims.” For purposes of Section 5, “Claims” means losses, actions, liabilities, damages, expenses, and reasonable attorneys’ fees and court costs.
LaFleur Legal Marketing may incorporate certain Marketing Tools into the deliverables. “Marketing Tools” means all marketing tools developed or utilized by LaFleur Legal Marketing in performing the services, including (without limitation) pre-existing and newly-developed software, web authoring tools, type fonts, and application tools. In the event that Marketing Tools are incorporated into any final deliverable, LaFleur Legal Marketing grants Client a royalty-free, perpetual, worldwide, non-exclusive license to use the Marketing Tools to the extent necessary to use the final deliverables. LaFleur Legal Marketing retains all other rights in the Marketing Tools.
LaFleur Legal Marketing retains copyrights to all original artwork according to the United States Copyright Act. LaFleur Legal Marketing will transfer the copyright to all content published to Client’s website on an ongoing basis as a part of this agreement. LaFleur Legal Marketing will transfer copyright of all content published on Client’s website in writing at Client’s request. Then the ownership of all final artwork will be given to the client.
LaFleur Legal Marketing may incorporate email content into the deliverables. In the event email content is incorporated into any final deliverable, then LaFleur Legal Marketing grants Client a royalty-free, perpetual, worldwide, non-exclusive license to use the email content to the extent necessary to use the final deliverables. LaFleur Legal Marketing retains all other rights to email content.
- GOVERNING LAW
This agreement shall be governed by the laws of Michigan. If the parties are unable to resolve any conflicts amicably, the Federal and State Courts in Kent County, Michigan shall have exclusive jurisdiction regarding any dispute pertaining to the LaFleur Legal Marketing Proposal signed by Client, including these incorporated Terms and Conditions. The parties consent to the personal jurisdiction of the Federal and State Courts in Kent County, Michigan.