This Agreement shall be governed by the law of Romania. Acceptance of Project Proposal in writing by email, messaging means the Terms & Conditions have been acknowledged by both parties and constitute a binding contract between them.
Client agrees to pay Ascend Development the fees listed in the Project Proposal, including all taxes. Pricing in the Project Proposal includes only Ascend Development fees. Any other costs, such as hosting, art licensing, photography, commuting will be billed to Client.
Payment is due when Ascend Development completes each milestone as listed in the Proposal, and Client accepts the Deliverables for that milestone. All invoices are payable within 7 days of receipt. Invoices shall list any expenses and additional costs as separate items.
If Client wants to change the Scope of Work after acceptance of the Proposal, Client shall send Ascend Development a written Change Order describing the requested changes in detail. Within 7 days of receiving a Change Order, Ascend Development will respond with a statement proposing Ascend Developments availability, additional fees and changes to delivery dates. Ascend Development will evaluate each Change Order at its standard rate and charges. Client will be billed on a time and materials basis at Ascend Development hourly rate of specified in Proposal. Such charges shall be in addition to all other amount payable under this Agreement, despite any maximum budget, contract price or final price identified. Ascend Development may extend or modify any delivery schedule or deadlines in the Agreement as may be required by such changes. Client will have 7 days to respond in writing accepting or rejecting the new proposal. If Client rejects the proposal, Ascend Development will not be obligated to perform any services beyond those in the original Agreement.
Client shall use all reasonable efforts to provide needed information, materials and approvals. Any delay by Client will result in a day-for-day extension of the due date for all Deliverables. Any delay caused be conditions beyond the reasonable control of the parties shall not be considered a breach and will result in a day-for-day extension any performance due. Each party shall use reasonable efforts to notify the other party, in writing, of a delay. Conditions beyond the reasonable control of the parties include, but are not limited to, natural disasters, acts of government after the date of agreement, power failure, fire, flood, acts of God, labor disputes, riots, acts of war, terrorism and epidemics.
Client shall, within 7 business days after receiving each Deliverable, notify Ascend Development in writing of any failure to comply with the specification of the Project Proposal or of any other objections, corrections or changes required. Ascend Development shall, within 10 business days of receiving Clients notification, correct and submit a revised Deliverable to Client. Client shall, within 7 business days of receiving a revised Deliverable, either approve the corrected version or make further changes. If after 10 corrections by Ascend Development, Client finds the Deliverables are not acceptable, Client may terminate this agreement subject to the termination clauses of this Agreement. If Client fails to provide approval or comments during any approval period, those Deliverables will be considered approved and accepted. All objections, corrections and changes shall be subject to the terms and conditions of this Agreement.
All material considered confidential by either party shall be designated as confidential. Confidential Information shall not be disclosed to third parties and shall only used as needed to perform this Agreement. Confidential Information shall not include any information that is already known by the recipient, becomes publicly known through no fault of the recipient, or is received from a third party without a restriction on disclosure.
Ascend Development is an independent contractor. Ascend Development shall determine, in its sole discretion, the manner and means by which the Services are accomplished. No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. Ascend Development and the work product or Deliverables prepared by Ascend Development shall not be deemed a work for hire as defined under Copyright Law. All rights granted to Client are contractual in nature and are expressly defined by this Agreement.
Client represents and warrants to Ascend Development that to the best of Client’s knowledge, use of the Client Content does not infringe the rights of any third party. Ascend Development represents and warranty to Client that to the best of Ascend Development’s knowledge, the Deliverables will not violate the rights of any third parties. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, Ascend Development MAKES NO WARRANTIES WHATSOEVER. Ascend Development EXPLICITLY DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS APPLICABLE TO THE PROJECT.
Client shall indemnify Ascend Development from any and all damages, liabilities, costs, losses, expenses or attorney fees arising out of any claim, demand, or action by a third party due to materials included in Deliverables at the request of the Client. THE SERVICES AND THE WORK PRODUCT OF Ascend Development ARE SOLD “AS IS.” IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF Ascend Development, ITS DIRECTORS, OFFICERS, EMPLOYEES, DESIGN AGENTS AND AFFILIATES (“Ascend Development PARTIES”), TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE NET PROFIT OF Ascend Development. IN NO EVENT SHALL Ascend Development BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY Ascend Development, EVEN IF Ascend Development HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
This agreement shall begin when both parties sign and shall continue until all Services are complete and delivered, or until the Agreement is Terminated. Either party may terminate this agreement at any time, on 2 days prior written notice if the other party breaches any of its material responsibilities or obligations under this Agreement and fails to cure that breach during that 7 day period. Either party may terminate this agreement at any time, on written notice to the other party, if the other party ceases to conduct business in its normal course; makes an assignment for the benefit of creditors; is liquidated or otherwise dissolved; becomes insolvent; files a petition in bankruptcy; or a receiver, trustee, or custodian is appointed for it. In the event of termination, Client shall pay Ascend Development for the Services performed through the date of termination in the amount of a prorated portion of the fees due. Client shall pay all Expenses, Fees, and Additional Costs incurred through the date of termination.
Ascend Development grants to Client a non-exclusive, perpetual and worldwide license to use and display the Final Deliverables in accordance with this Agreement. The rights granted to Client are for use of the Final Deliverables in its original form only. Client may not change, create derivative works or extract portions of the Final Deliverables.
Ascend Development retains all rights in and to all Preliminary Works. Client shall return all Preliminary Works to Ascend Development within thirty (30) days of completion of the Services. All Ascend Development Tools are and shall remain the exclusive property of Ascend Development. Ascend Development grants Client a nonexclusive, nontransferable, perpetual, worldwide license to use the Ascend Development Tools solely to the extent necessary with the Final Deliverables for the Project.
Alteration of any Deliverable is prohibited without the express permission of Ascend Development. Ascend Development will be given the first opportunity to make the required alterations. Unauthorized alterations shall constitute additional use and will be billed accordingly.
Parties agree to attempt to resolve any dispute by negotiation between the parties. If parties are unable to resolve the dispute by negotiation, either party may start mediation and/or binding arbitration in a forum mutually agreed to by the parties. The prevailing party shall be entitled to recover its attorneys’ fees and costs in any dispute resolved by binding arbitration or litigation.