Terms & Conditions

DeVault Design, LLC (DBA Tiny Blue Sky) shall provide consultative and creative services for the project, potentially including strategy, design, copywriting, development, and coordination of the project and its execution. These services shall be provided to complete the project as laid out in the fully-executed DeVault Design, LLC (DBA Tiny Blue Sky) proposal.

1. BILLING SCHEDULE

For web development projects, DeVault Design, LLC (DBA Tiny Blue Sky) will invoice Client for twenty-five per cent (25%) of the initial web development fees at point of a signed contract agreement, which will act as the deposit for web development projects. Terms are net 21.

2. CLIENT OBLIGATIONS

 DeVault Design, LLC (DBA Tiny Blue Sky) shall provide or obtain any necessary information and approvals that may be required by Client. DeVault Design, LLC (DBA Tiny Blue Sky) shall be responsible for coordination of briefing, review, and the decision-making process with respect to persons and parties other than DeVault Design, LLC (DBA Tiny Blue Sky) and its subcontractors.

If, after Client has approved the strategy, content, or design, Client or any other authorized person requires changes that require additional services from DeVault Design, LLC (DBA Tiny Blue Sky), Client shall pay all fees and expenses arising from such changes as additional services. Client shall provide accurate and complete information, releases, and materials to DeVault Design, LLC (DBA Tiny Blue Sky) and shall be responsible for the accuracy and completeness of all information, releases, and materials so provided. Client guarantees that all materials supplied to DeVault Design, LLC (DBA Tiny Blue Sky) are owned by Client or that Client has all necessary rights in such materials to permit DeVault Design, LLC (DBA Tiny Blue Sky) to use them for the project.

3. DEVAULT DESIGN, LLC (DBA TINY BLUE SKY) OBLIGATIONS

DeVault Design, LLC (DBA Tiny Blue Sky) shall take reasonable precautions to safeguard original or other materials provided by Client. DeVault Design, LLC (DBA Tiny Blue Sky) shall, however, 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 DeVault Design, LLC (DBA Tiny Blue Sky).

Client shall proofread and approve all final content before the production, publication or launch of artwork and content. DeVault Design, LLC (DBA Tiny Blue Sky) is not responsible for any errors or omissions upon acceptance of proof but will correct any errors at cost and as quickly as possible. Most errors or omissions on digital media can be correctly quickly without cost to client.

Client specifically grants to DeVault Design, LLC (DBA Tiny Blue Sky) the right to act on the Client’s behalf to give instructions on behalf of Client 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 DeVault Design, LLC (DBA Tiny Blue Sky). Client shall be bound by all such instructions given by DeVault Design, LLC (DBA Tiny Blue Sky) within the scope of this agreement.

DeVault Design, LLC (DBA Tiny Blue Sky) 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 DeVault Design, LLC (DBA Tiny Blue Sky) on behalf of Client or disclosed by Client to DeVault Design, LLC (DBA Tiny Blue Sky).

4. TERMINATION

This agreement may be terminated as follows:

(a) Termination with Cause. Client may terminate this agreement with cause, effective upon notice of termination, in the event of the breach by Web Contractor of the provisions of Section 2 or 3.

(b) Termination without Cause. This agreement may be terminated by either party for any reason by providing the other party with thirty (30) days prior written notice of termination and settlement of unpaid balance due on marketing plan commitments.

5. SURVIVAL

Unless otherwise agreed by the parties, provisions of this agreement relating to confidentiality and the nondisclosure of confidential Information shall survive the expiration or termination of this agreement.

6. ENFORCABILITY

If any provision of this agreement shall be held invalid or unenforceable by any court of competent jurisdiction, administrative agency or as a result of future legislative action, such holding or action shall be strictly construed and the unenforceable provision shall be deemed severable from the remainder of the agreement to the extent permitted by law, and the validity or effect of any other provision of this agreement shall remain binding with the same effect as though the void parts were deleted.

7. INDEMNIFICATION

DeVault Design, LLC (DBA Tiny Blue Sky)’s Indemnification. DeVault Design, LLC (DBA Tiny Blue Sky) shall indemnify, defend, and hold you harmless against any claims brought against you to the extent DeVault Design, LLC (DBA Tiny Blue Sky) infringed any trademark, copyright, or patent in the United States or misappropriated any trade secret of a third party.

Client’s Indemnification. Subject to the preceding paragraph, Client agrees to indemnify, defend, and hold DeVault Design, LLC (DBA Tiny Blue Sky) harmless against any claims brought against DeVault Design, LLC (DBA Tiny Blue Sky) to the extent those claims are based upon allegations that Client (a) infringed intellectual property rights or (b) breached an agreement (if any) with any customer purchasing or licensing your goods or services.

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.

Definition of “Claims.” For purposes of Section 7, “Claims” means losses, actions, liabilities, damages, expenses, and reasonable attorneys’ fees and court costs.

8. COPYRIGHT

DeVault Design, LLC (DBA Tiny Blue Sky) may incorporate certain designer tools into the deliverables. “Designer tools” means all design tools developed or utilized by Designer 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 designer tools are incorporated into any final deliverable, Designer grants Client a royalty-free, perpetual, worldwide, non-exclusive license to use the designer tools to the extent necessary to use the final deliverables. Designer retains all other rights in the designer tools.

DeVault Design, LLC (DBA Tiny Blue Sky) retains copyrights to all original artwork according to the United States Copyright Act. DeVault Design, LLC (DBA Tiny Blue Sky) will transfer the copyright to all content published to Client’s website on an ongoing basis as a part of this agreement. DeVault Design, LLC (DBA Tiny Blue Sky) will transfer copyright of all content published on Client’s website in writing at Client’s request.

DeVault Design, LLC (DBA Tiny Blue Sky) may incorporate email content into the deliverables. In the event email content is incorporated into any final deliverable, then DeVault Design, LLC (DBA Tiny Blue Sky) grants Client a royalty-free, perpetual, worldwide, non-exclusive license to use the email content to the extent necessary to use the final deliverables. Designer retains all other rights to use email content.

9. GOVERNING LAW

This agreement shall be governed by the laws of Michigan and the parties agree that 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 this agreement, and the parties consent to the personal jurisdiction of these Courts.