TERMS AND CONDITIONS

General Terms and Conditions

The terms and conditions provided below are considered incorporated into any fully-executed Pink Teddy LLC proposal. “Client” in these terms and conditions is defined as any person or business entity who enters into an agreement for consultative and/or creative services by signing a Pink Teddy LLC proposal.

Pink Teddy LLC shall provide consultative and/or creative services for the project as agreed between Pink Teddy LLC and the Client in the Pink Teddy LLC proposal, potentially including strategy, design, copywriting, search engine optimization, development, and coordination of the project and its execution. Pink Teddy LLC shall provide the services required to complete the project as described in the fully-executed Pink Teddy LLC proposal.

Billing Schedule

1.1 Web Development
For web development projects, Pink Teddy LLC will invoice Client for one-third (1/3) of the initial web development fees at the time Client signs the Pink Teddy LLC 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, Pink Teddy LLC will invoice Client for setup fees and the first month’s fee upon Client’s return of a signed proposal. Pink Teddy LLC will invoice Client at the beginning of the month for the upcoming month’s services.

1.3 Payment Terms
Payment terms for any/all invoices are net 21, meaning Pink Teddy LLC 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 Pink Teddy LLC

2.1 Initial Approval
Pink Teddy LLC shall provide any necessary information to Client and obtain approvals from Client prior to beginning work on the proposal. Once approval is obtained, Pink Teddy LLC shall be responsible for coordination of briefing, review, and the decision-making process with respect to any Pink Teddy LLC subcontractors or any service providers other than Pink Teddy LLC, 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 Pink Teddy LLC, 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 Pink Teddy LLC and shall be responsible for the accuracy and completeness of all information and materials so provided. Client guarantees that all materials supplied to Pink Teddy LLC are owned by Client or that Client has all necessary rights in such materials to permit Pink Teddy LLC to use them for the project.

2.4 Pink Teddy LLC Will Protect Information and Materials Provided by Client
Pink Teddy LLC shall take reasonable precautions to safeguard original or other materials provided by Client. However, Pink Teddy LLC 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 Pink Teddy LLC. Pink Teddy LLC 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 Pink Teddy LLC on behalf of Client or disclosed by Client to Pink Teddy LLC.

2.5 Client Authorizes Use of Subcontractors as Needed to Complete the Project
Client specifically grants to Pink Teddy LLC 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/or domain registrars. Any such instructions or approvals by Client may only be made through Pink Teddy LLC. Client shall be bound by all such instructions given by Pink Teddy LLC 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. Pink Teddy LLC is not responsible for any errors or omissions upon acceptance of proof.

2.7 Approval Periods
Client shall, within five (5) business days after receiving each deliverable, notify Pink Teddy LLC in writing of:

(a) Any failure to comply with the specification of the proposal
(b) Any other objections, corrections, or changes required

Pink Teddy LLC shall, within five (5) business days of receiving Client’s notification, correct and submit a revised final deliverable to Client. Client shall, within five (5) business days of receiving a revised final deliverable, either approve in writing or be billed hourly for any additional requests related to objections, corrections, or changes.

Pink Teddy LLC will make reasonable efforts to gain explicit approval for deliverables. However, if Client fails to provide approval or comments during any approval period, those deliverables will be deemed approved and accepted. All objections, corrections, and changes shall be subject to these terms and conditions.

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, Pink Teddy LLC shall continue to provide services through the end of the 30 days’ notice period. At the end of the notice period, Pink Teddy LLC shall provide Client with an invoice for any unpaid balance due for services provided pursuant to Client’s proposal.

3.2 Renewal
This agreement will continue to renew on a monthly basis unless terminated by either party. These terms and conditions 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 Pink Teddy LLC’s Indemnification
Pink Teddy LLC, shall indemnify, defend, and hold Client harmless against any claims brought against Client due to allegations that Pink Teddy LLC 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 5.1, Client agrees to indemnify, defend, and hold Pink Teddy LLC harmless against any claims brought against Pink Teddy LLC 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 the following:

(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
(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 the purposes of Section 5, “Claims” means losses, actions, liabilities, damages, expenses, and reasonable attorneys’ fees and court costs.

Copyright

6.1 Marketing Tools
Pink Teddy LLC may incorporate certain marketing tools into deliverables. “Marketing tools” means all marketing tools developed or utilized by Pink Teddy LLC in performing the services, including (without limitation) pre-existing and newly-developed software, web authoring tools, type fonts, and/or application tools. In the event that marketing tools are incorporated into any final deliverable, Pink Teddy LLC grants Client a royalty-free, perpetual, worldwide, non-exclusive license to use the marketing tools to the extent necessary to use the final deliverables. Pink Teddy LLC retains all other rights in the marketing tools.

6.2 Artwork and Content
Pink Teddy LLC retains copyrights to all original artwork and content according to the United States Copyright Act. Pink Teddy LLC will transfer the copyright of all content published to Client’s website on an ongoing basis as a part of this agreement. Pink Teddy LLC will transfer copyright of all content published on Client’s website in writing at Client’s request. Then ownership of all final artwork will be given to the client.

6.3 Email
Pink Teddy LLC may incorporate email content into the deliverables. In the event email content is incorporated into any final deliverable, then Pink Teddy LLC grants Client a royalty-free, perpetual, worldwide, non-exclusive license to use the email content to the extent necessary to use the final deliverables. Pink Teddy LLC 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 Pink Teddy LLC 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.