AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") IS APPLICABLE TO THE PURCHASE AND SALE OF APP DESIGN OR WEBSITE DESIGN RELATED SERVICES BETWEEN YOU ("Customer", "you" or "your") AND ASHTON PROFESSIONAL SERVICES LLC dba Ashton Professional Services ("Ashton Professional Services", "I", "me"). IF YOU DO NOT AGREE TO ALL OF THE TERMS SET FORTH HEREIN, DO NOT PROCEED WITH THE USE OF THIS SITE OR THE SERVICES OFFERED. BY AGREEING TO THE TERMS SET FORTH BELOW, YOU ARE INDICATING THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS AND CONDITIONS, AND AGREE TO BE BOUND BY THEM.
Services. Under the terms of this Agreement, Ashton Professional Services will provide you an app/ website design (the “App Design” "Website Design") with information provided by you, which shall include creative design, page building, Ashton Professional Services content management system integration, built-in modules/apps, and industry leading quality assurance and customer service (collectively, the "Services"). Ashton Professional Services shall develop and hosting on Weebly or Wix web builders/ hosting app on Appypie on a network server accessible by the Internet via an assigned Universal Resource Locator ("URL") subdomain and register the Website URL with several World Wide Web Search Engines. You hereby grant to Ashton Professional Services and its subcontractors the necessary rights and licenses with respect to such Website to carry out obligations under this Agreement and to make a reasonable number of archival or back-up copies as deemed necessary by Ashton Professional Services.
Payment. Customer shall pay Ashton Professional Services for all Services provided at the then current and posted Service rates. Customer shall begin to accrue payment obligations hereunder upon Ashton Professional Services commencing Services on behalf of the Customer. Customer agrees to pay all fees incurred by Customer and billed to Customer. Billing is due upon receipt of invoice. Ashton Professional Services may change any fee, rate, or plan at any time upon notice to Customer in accordance with this Agreement. CUSTOMER HEREBY ACKNOWLEDGES AND UNDERSTANDS THAT ANY AND ALL FEES AND CHARGES ARE NONREFUNDABLE. All sales are Final on app and website design after payment is received.
Customer Responsibilities. To provide the Services described herein, Customer shall be responsible for the following:
Providing Ashton Professional Services with all necessary information, data, text, sound, images, photographs, graphics, music, video, messages, tags and custom images (including, but not limited to, design, pamphlets, brochures, logos, and other images) and any other materials (collectively, the "Content") in connection with design of App or Website other than that which is supplied by Ashton Professional Services.
Obtaining Internet connectivity to access the App or Website, to send and receive e-mail, and to otherwise access and utilize the Internet.
Contacting Ashton Professional Services for all changes and modifications to the Website and/or Services starting from the date of sale.
To the extent Customer gathers any personal information about visitors to the App or Website design, Customer will not share that personal information with any third party without first obtaining a visitor's consent.
Providing current and updated contact information (including e-mail address and fax number) for Ashton Professional Services's use in contacting Customer concerning the Website.
Confirming the accuracy of materials provided to Ashton Professional Services, including, without limitation, App or Website content, descriptive claims, warranties, guarantees, nature of business, and contact information for the Customer.
Ensuring that the App or Website content provided by Customer does not infringe or violate the Intellectual Property rights (including, but not limited to, trademarks, trade names, copyrights, patents, domain registration rights, and trade secrets) or any other right of any third party (including, but not limited to, rights of privacy and contractual rights), and acquiring any authorization(s) necessary to use intellectual property or other proprietary information of third parties.
Customer hereby represents to Ashton Professional Services that Customer is at least eighteen (18) years old and is responsible for supervising the activities of any underage user.
Use. Customer will use the Services in a manner which does not interfere with or disrupt other network users, services, or equipment, and Ashton Professional Services reserves the right to terminate or suspend Services without notice if such interference is determined by Ashton Professional Services to exist. Such interference or disruption includes, but is not limited to:
use of the network to make unauthorized entry to other computational, information, or communications devices or resources, including but not limited to, unauthorized security probing activities or other attempts to evaluate the security integrity of a network or host system without consent;
wide-scale distribution of messages, including bulk e-mail or unsolicited spam e-mail, or wide-scale distribution of messages to inappropriate mailing lists, newsgroups, or other public or private forums; and
propagation of computer worms or viruses.
Right to Suspend / Terminate.Ashton Professional Services reserves the right to deny, terminate, or suspend Services without notice to Customer if, in Ashton Professional Services's sole discretion, the Services are used by Customer in a manner that violates or may violate the following standards, and Ashton Professional Services reserves the right to reject, alter, modify, or remove the App or Website, Website domain name, URL address, or any Website content (including, but not limited to, any language, words, text, photographs, designs, drawings, graphics, images, symbols, or logos) which Ashton Professional Services in its sole discretion deems to be:
In violation of any federal, state, county, and municipal laws, regulations, governmental agency orders, and court orders.
An infringement on or a mechanism designed to facilitate the infringement of a propriety interest of any third party, including without limitation, any copyright, trademark, domain registration right, trade secret, or patent right. By using the Services, Customer represents and warrants that any name or word submitted to be used as all or part of the URL associated with the Website does not infringe any trademark or domain name rights of any third party. Moreover, Customer warrants that it has a present good faith intention to use the URL it requests in connection with a commercial or personal endeavor and that it is not merely cyber-squatting.
Offensive, including without limitation, bigotry, racism, discrimination, hatred, or profanity; is disparaging, defamatory, libelous, or results in an invasion of privacy; promotes or provides instructional information about illegal activities or physical harm or injury to any group, individual, institution or property; or infringes on a proprietary interest of any third party, including without limitation, any copyright, trademark, domain registration right, trade secret or patent right; or may violate any federal, state, county, and municipal laws, regulations, governmental agency orders, and court orders.
States or implies that the Website is placed by Ashton Professional Services or any party with a contractual relationship with Ashton Professional Services, or that such parties endorse the Customer's products or services.
Ashton Professional Services neither sanctions nor permits hosted Website content or the transmission of data that contains pornographic, obscene or illegal material or fosters or promotes illegal activity. Ashton Professional Services reserves the right to immediately suspend or terminate any site or transmission that violates this policy, without prior notice. In the event of such termination, Customer agrees that the unused portion of any fees Customer may have paid for any Services rendered to Customer by Ashton Professional Services are an appropriate recompense to Ashton Professional Services for the time required to respond to and address issues created by Customer's illegal or obscene site/content, and Customer agrees not to seek recovery of those fees. Further, should Customer violate this policy, Ashton Professional Services will actively assist and cooperate with law enforcement agencies and government authorities in collecting and tendering information about Customer, the Website, the illegal or obscene content, and those persons that may have inappropriately accessed, acquired, or used the illegal or obscene content.
Disparaging, defamatory, libelous, or resulting in an invasion of privacy.
Violent or encouraging violence.
Promotion or providing of instructional information about illegal activities or physical harm or injury to any group, individual, institution or property, or encouraging illegal or criminal conduct.
Promotion or facilitation of, or engaging in, consumer deception or fraud, drug use, drug dealing, pyramid schemes, gambling, or any other illegal activities.
Intentional holding of Ashton Professional Services (including its affiliates) or their employees or stockholders up to public scorn, ridicule, or defamation.
Any chargeback issued by CUSTOMER is a material breach of this Agreement. If CUSTOMER initiates a chargeback in violation of this Agreement, Client agrees that Ashton Professional Services may dispute or appeal the chargeback and institute collection action against Customer. Notwithstanding anything to the contrary herein, Ashton Professional Services reserves the right to suspend or terminate the Services with or without notice to Customer if Ashton Professional Services determines, in its sole discretion that Customer has failed to comply with any of its obligations as set forth in this Agreement. Furthermore, Ashton Professional Services reserves the right to terminate the Services and remove the Website for any reason whatsoever upon sixty (60) days notice to Customer.
Remedy. The Services are provided on an "as is" and "as available" basis. Ashton Professional Services's entire liability and Customer's exclusive remedy against Ashton Professional Services for any failure of service under this Agreement, or the performance or nonperformance of any obligation under this Agreement, shall be limited to a refund of amounts paid to Ashton Professional Services during the period of time that the Services contracted for were interrupted or not provided properly or continuously. The entire liability of Ashton Professional Services, and Customer's exclusive remedy against Ashton Professional Services for errors in the Website (other than those errors caused by Customer) shall be the correction of such errors upon notice from Customer. Ashton Professional Services disclaims and shall not be liable for any other loss, injury, cost or damage suffered by Customer and shall in no event be liable for consequential, special, or indirect or incidental damages, including without limitation, damages for loss of business profits, business interruption, or loss of data, arising out of or in any way connected with the use of the Website and any information available on it, and the delay or inability to use the site or any information, even if Ashton Professional Services has been advised of the possibility of such damages. These limitations and exclusions regarding damages apply even if any remedy fails.
No Customer Warranties. EXCEPT AS EXPRESSLY STATED HEREIN, CUSTOMER'S USE OF THE SERVICE IS AT ITS OWN RISK AND ASHTON PROFESSIONAL SERVICES DISCLAIMS ANY AND ALL WARRANTIES TO CUSTOMER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ASHTON PROFESSIONAL SERVICES DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
Third Parties.Ashton Professional Services will not be liable to any third parties for any direct, incidental, or consequential losses or damages suffered by such third parties for any reason, whether foreseeable or not, including, without limitation, damages for loss of profits, loss of income or earnings, loss of business opportunities, injury, or other loss or damage resulting directly or indirectly out of or in connection with the Service, or through use of the App or Website design. The foregoing shall apply despite any negligence, misconduct, errors, or omissions by Ashton Professional Services, including without limitation its employees, representatives, agents, or technical operations. Customer assumes sole responsibility for:
the accuracy of materials provided to Ashton Professional Services, including, without limitation, website content, descriptive claims, warranties, guarantees, nature of business, and contact information for the Customer;
acquiring any authorization(s) necessary to use intellectual property (including, but not limited to, copyrights and trademarks) or information of third parties;
acquiring any authorization(s) necessary for hypertext links to third party websites; and
ensuring that the Website content provided by Customer does not infringe or violate the intellectual property rights or any other right of any third party. Ashton Professional Services shall have no liability and shall be held harmless for any content provided by Customer that infringes or violates any rights of third parties, including, without limitation, rights of publicity, rights of privacy, patents, copyrights, trademarks, trade secrets, and/or licenses. Ashton Professional Services disclaims any responsibility for any content, goods, and services available through the App or Website design, or the quality or accuracy of any information in the App or Website design. Ashton Professional Services will not endorse, warrant, or guarantee any product or service offered through the App or Website design through AppyPie, Weebly, or Wix, and will not be a party to or in any way monitor any transaction between Customer and third-party purchasers of products or services resulting from the Services or use of the Website, including, without limitation, all sales of goods or services, credit card transactions, banking or securities transactions, or any business, service, or merchandise agreements. ASHTON PROFESSIONAL SERVICES DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES TO THIRD PARTY USERS OF THE WEBSITE, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.
Indemnity. Customer agrees to defend, indemnify, and hold harmless Ashton Professional Services and each of Ashton Professional Services's officers, directors, employees, agents, and affiliates from, against, and in respect of: (i) any and all losses, damages or deficiencies resulting from any third party claim against Ashton Professional Services in connection with the App or Website design (including, but not limited to, App or Website content) or the URL; (ii) any and all losses, costs (including reasonable attorneys' fees), expenses, damages, assessments, or judgments (collectively, the "Liabilities"), resulting from any claim against any of such parties in connection with the Website; (iii) any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of the Content; and (iv) all costs and expenses incident to any and all actions, suits, proceedings, claims, demands, assessments, or judgments in respect thereof regardless of the merit thereof, including Ashton Professional Services's reasonable legal fees and expenses (whether incident to the foregoing or to Ashton Professional Services's enforcement of said rights or defense and indemnity).
Ownership. As between Customer and Ashton Professional Services, all Content provided by Customer to Ashton Professional Services for inclusion to App or Website design shall remain the sole and exclusive property of Customer. Customer acknowledges that all Content is owned by Customer or that Customer has a legal right to such Content. With the exception of Customer's ownership interest as set forth above in this Section, ownership interest to the Website, including, but not limited to, the URL address, HTML coding, scripting, copyrights, domain name(s), and all other intellectual property rights, shall remain exclusively with Ashton Professional Services. Upon termination of the Services, should Customer desire to obtain the proprietary, copyright, or ownership rights to the App or Website design, Customer must obtain express, written permission from Ashton Professional Services. In the event Ashton Professional Services assigns any ownership or proprietary rights to Customer, such ownership or proprietary rights assignment shall be limited to the actual URL address, App or Website and its underlying HTML script or coding as developed for Customer by Ashton Professional Services, but shall not include any rights to Ashton Professional Services's software, trade secrets, methodologies, processes, proprietary functions, know-how, and all intellectual property including, but not limited to, all copyrights, trademarks, patents, and trade secrets related to Ashton Professional Services's products or services, which shall remain the sole and exclusive property of Ashton Professional Services and its suppliers, affiliates, partners, and licensors.
Attorneys' Fees. If any legal action is instituted between the parties in connection with this Agreement, including collection efforts, then the prevailing party shall be entitled to recover all of its costs and expenses, including court costs and reasonable attorneys' fees.
Further Acts. The parties agree to execute and deliver such additional documents as any party shall reasonably request in order to effectuate the purposes of this Agreement.
Governing Law. The interpretation, performance, and enforcement of this Agreement shall be governed by the laws of the State of Wisconsin. The parties agrees that Milwaukee County, Wisconsin, shall be the proper forum to resolve any disputes regarding this Agreement.
Severability. The provisions of this Agreement shall be severable, and the invalidity of any one such provision shall not affect the validity of any other provisions hereof.
Waiver. Ashton Professional Services's failure to enforce any provision of this Agreement shall not in any way be construed as a waiver of any such provision, or prevent Ashton Professional Services thereafter from enforcing each and every other provision of this Agreement.
Amendment. Customer may not waive, modify or supplement, this Agreement in whole or in part, except with the written permission or amendment by Ashton Professional Services. Ashton Professional Services reserves the right to unilaterally modify and revise the terms of this Agreement from time to time. Such modifications or revisions shall be provided to Customer via the notice provisions set forth herein, and Customer shall be deemed to have accepted, and to be apprised of and bound by, any such modifications or revisions to the terms, and may only reject such modifications or revisions by canceling the Service.
Notice. Notice to Customer shall be deemed effective when sent via e-mail to the last known Customer contact e-mail address, or if none, to the last known Customer fax number, or if none, when deposited in first-class U.S. mail with sufficient postage attached addressed to the last known Customer mailing address.
Relationship. This Agreement does not create any agency, employment, partnership, joint venture, franchise, or other similar or special relationship between you and Ashton Professional Services. Neither party will have the right or authority to assume or create any obligations or to make any representations, warranties or commitments on behalf of the other party or its affiliates, whether express or implied, or to bind the other party or its affiliates in any respect whatsoever.
Assignment. Your rights and obligations under this Agreement shall not be transferred or assigned directly or indirectly without the prior written consent of Ashton Professional Services.
Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof, and the final, complete and exclusive expression of the terms and conditions thereof. All prior agreements, representations, negotiations and understandings of the parties hereto, oral or written, express or implied, are hereby superseded and merged herein.