TERMS AND CONDITIONS

 

In this agreement “you”, “your” and the “Customer” refer to the person using or accessing this website for purchasing goods and services under this Contract (“Contract”) with Honest Projects, LLC (“Company”).

 

  1. You agree to purchase the goods and services described in this Contract from the Company at the price and according to the terms stated in this Contract.

 

  1. A service charge of 1½% per month (18% per year) will be paid on past due amounts starting thirty (30) days after the invoice date.  If Customer desires to pay invoice by credit card, an additional 3% credit card processing fee will be added to Customer’s invoice.

 

  1. All deliverables will be released to Customer upon full payment. In the event of cancellation of a job in progress by Customer, Customer will reimburse Company for all labor and/or material costs. Company shall have the right to stop work and to keep the job idle if payments are not made when due.  Company shall be held harmless from all liabilities related to the hold up during such period.

 

  1. All terms and conditions set forth in this Contract supersede any other terms and conditions, prior proposals or prior bids.

 

  1. This written Contract constitutes the complete integration of all statements and agreements relating to the Contract and there are no representations, guaranties or warranties other than those expressly incorporated herein nor is this Contract dependent upon or subject to any conditions or approvals precedent or subsequent not herein stated.  No subsequent agreement relating hereto shall be binding upon Customer or Company unless in writing and signed by the party being bound.

 

  1. If Customer requests changes in the goods or services covered by this Contract which result in delays or interruptions in the progress of work, then Customer will reimburse Company for resulting expenses incurred, and allow reasonable time to complete the work.  Verbal change orders relative to or altering this Contract may be made if both parties agree to said changes and a written change order is subsequently signed by customer and an authorized representative of the Company within Seventy-Two (72) hours.

 

  1. Company warrants that materials supplied by it will be of standard quality and will be applied in a good, workmanlike manner.  Company shall replace any proven defective application for a period of six months from the date of completion of the Contract if Customer has complied in full with payment and other conditions of this Contract.

 

  1. Company retains title in and to all of its Proprietary Information utilized in the goods and services provided to Customer under this Contract, including, without limitation, all designs, web pages, images, photographs, animations, videos, audio, music, text, and applications, code, all derivations, compilations, or copies and passwords, and all rights to patents, copyrights, trademarks, trade secrets, and other intellectual property rights inherent therein and/or appurtenant thereto.  Client shall not, by virtue of this Contract or otherwise, acquire any proprietary rights whatsoever in the Proprietary Information, such is considered confidential information of the Company and the sole and exclusive property of the Company. Any right not expressly granted to Customer by this Contract is hereby expressly reserved by Company.

 

  1. EXCEPT AS EXPRESSLY STATED HEREIN, THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, BY OPERATIONS OF LAW OR OTHERWISE, OF THE GOODS OR SERVICES FURNISHED UNDER THIS CONTRACT BY COMPANY. COMPANY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OF FITNESS FOR A PARTICULAR PURPOSE OR ARISING FROM A COURSE OF DEALING OR USAGE OR TRADE.  COMPANY SHALL HAVE NO OTHER LIABILITY TO CUSTOMER IN CONNECTION WITH THE GOODS OR SERVICES FURNISHED UNDER THIS CONTRACT, INCLUDING WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ANY LIABILITY FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY INJURY OR DAMAGES TO PERSONS AND PROPERTY.  

 

  1. All issues concerning the construction, validity, enforcement and interpretation of this Contract shall be governed by and construed in accordance with the laws of the State of Michigan, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Michigan or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Michigan.  The parties agree that venue is hereby exclusively established in the County of Kent, State of Michigan for any dispute or claim arising out of this Contract and Customer hereby consents to personal jurisdiction. Company, if it prevails in any arbitration or court action, shall be entitled to all reasonable attorneys’ fees, costs and other expenses incurred in such action and in any subsequent efforts to collect the amount awarded.

 

  1. Any portion of this Contract found to be not enforceable by a court of competent jurisdiction or arbiter will not invalidate the remaining portions of this Contract.

 

  1. Nothing herein shall exclude any other rights or remedies to which Company is entitled by law or equity.

 

  1. Customer agrees to indemnify and hold Company harmless, and assume any legal liability to defend Company, its agents, employees, officers and members from any claim or action by any third party arising out of the performance of work pursuant to this Contract except those claims or actions arising out of incidents caused by employees or agents of the Company.

 

  1. All the terms and provisions of this Contract shall be binding upon, shall inure to the benefit of, and shall be enforceable by the respective heirs, beneficiaries, personal representatives, successors and assigns of the parties to this Contract.

 

  1. This agreement is for the benefit of the parties, their successors and assigns, and is not for the benefit of any third party.

 

  1. Any term of this Contract which is found to be ambiguous shall not be construed against the Company.