Terms of Service and Conditions
The best work comes out of great relationships. As much as legal documents are important, what truly binds us is our drive to do great work with great people and to develop a relationship of mutual respect and trust. These Terms and Conditions apply to all Ghost Indexer products and services.
Services are those provided by Ghost Indexer (known as Contractor) and individually detailed at point of sale online, in invoices and/or purchase agreements. Unless otherwise noted and agreed upon, all Services are provided and delivered on a 30-day basis beginning on the date of the first paid 30-day Service period and renewed every 30-days until terminated via email by Client or Contractor.
Client agrees to cooperate and to provide Contractor with everything needed to complete the Services as, when and in the format requested by Contractor. Contractor has the experience and ability to do everything Contractor agreed to for Client and will do it all in a professional and timely manner. Contractor will endeavor to provide for Services to the best of its abilities.
Contractor warrants that: (i) the Services will be performed in a professional and workmanlike manner and that none of such Services is or will be inconsistent with any obligation Contractor may have to others; (ii) none of the Services or inventions or any development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate any intellectual property or other right of any person or entity (including, without limitation, Contractor); (iii) Contractor has the full right to provide Client with the assignments and rights provided for herein; (iv) Contractor shall comply with all applicable laws in the course of performing the Services and (v) if Contractor’s work requires a license, Contractor has obtained that license and the license is in full force and effect. EXCEPT AS SET FORTH HEREIN, CONTRACTOR DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, COMPLETENESS OR RESULTS TO BE DERIVED FROM THE WORK.
Confidentiality & Non-Disclosure
Each party shall maintain, in the strictest confidence, all Confidential Information of the other party as such information is made known. “Confidential Information” means all (i) nonpublic information (at the time of disclosure) disclosed by one party to the other party, provided such information is marked or indicated by the disclosing party to be confidential; (ii) and any information which ought reasonably to be considered confidential with regard to the circumstances surrounding disclosure, whether or not such information is marked “Confidential”.
Ownership and Licenses
Client agrees that Contractor retains ownership of all deliverables and materials developed pursuant to providing Services (including, without limitation, all presentations, writings, ideas, concepts, designs, text, plans, and other materials that Contractor conceives or develops in connection with Contractor’s services for Client, including all materials incorporated therein whether such materials were conceived or created by Contractor individually or jointly.
Relationship of Parties
Nothing contained in these Terms shall be construed to create a partnership, joint or co-venture, agency, or employment relationship between Contractor and Client. Both Parties agree that Contractor is, and shall remain, an independent contractor.
Term, Termination and Refunds
Either Party may terminate the work relationship at any time, with or without cause, upon 7 days written notice. Notice may be emailed to [email protected]
As stated in “Services” above, unless otherwise noted and agreed upon, Services are delivered and charged on a 30-day basis beginning on the date of the first paid 30-day Service period and renewed every 30-days until terminated via email by Client or Contractor.
The current 30-day Service cannot be cancelled and interrupted during the current 30-days of delivery and as such the current 30-days payment cannot be refunded. All requests to terminate the work relationship and automatic billing will be considered applicable to the next to-be-billed 30-day Service period and all subsequent 30-day Service periods and will be terminated immediately.
Any automatic charges made after a requested termination of the work relationship will be fully refunded.
If for any reason Contractor determines the work detailed at point of sale online, in invoices and/or purchase agreements is not or cannot be completed as specified, or if Contractor elects to not accept work for any reason a full refund will be made.
If the work relationship is terminated by Client with or without cause, Client agrees to pay Contractor any and all sums which are due and payable for: (i) services arranged and provided for the full current 30-days including automatically paid monthly charges; and (ii) expenses already incurred, including those from documented non-cancelled commitments. Contractor agrees to use the best efforts to minimize such costs and expenses.
Automatic payments are due according to the automatic payment schedule outlined at the time of the first payment for Services. Failed automatic payments are considered overdue at the time of the failed payment and may be treated as a Late Payment. Payments for each invoice delivered by Contractor to Client are due within 15 days of receipt.
In case of late/overdue payments, Contractor reserves the right to discontinue Service and arrange for the immediate sale and re-purposing of the Service. If Client wishes to reconnect Service once discontinued for lack of payment or any other reason, Contractor may charge a reconnect fee not to exceed $150.00 in addition to any overdue and unpaid balance not in dispute.
Any material changes to the Services, including work to be performed and related fees must be approved by the prior written consent of both parties.
Indemnification and Limitation of Liability
Contractor agrees to indemnify, defend and hold harmless Client from any and all claims, actions, damages, and liabilities (excluding, without limitation, attorneys’ fees, costs and expenses) arising (i) through Contractor’s gross negligence ; (ii) out of any claim that the materials or deliverables, or any portion thereof, in fact infringes upon or violate any proprietary rights of any third party, including but not limited to patent, copyright and trade secret rights; or (iii) from a breach or alleged breach of any of Contractor’s representations, warranties or agreements herein. Client agrees to indemnify, defend and hold harmless Contractor from any and all claims, actions, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising in any manner caused by Client’s (i) gross negligence; (ii) out of any claim that Client provided content, or any portion thereof in fact infringes upon or violate any proprietary rights of any third party, including but not limited to patent, copyright and trade secret rights; or (iii) from a breach or alleged breach of any of Client’s representations, warranties or agreements herein. TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, CONTRACTOR SHALL NOT BE LIABLE TO THE CLIENT FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOST PROFIT, LOSS OF BUSINESS OR THE LIKE) ARISING OUT OF OR RELATING TO THIS WORK RELATIONSHIP, CONTRACTOR’S PERFORMANCE HEREUNDER OR DISRUPTION OF ANY OF THE FOREGOING, EVEN IF CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE CAUSE OF ACTION, WHETHER SOUNDING IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE. TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, CONTRACTOR’S AGGREGATE LIABILITY UNDER THIS ATTACHMENT B AND THIS AGREEMENT SHALL IN NO EVENT EXCEED THE AGGREGATE COMPENSATION PAID BY CLIENT TO THE CONTRACTOR.
Right to Authorship Credit
Both Parties agree that when asked, Client must properly identify Contractor as the creator of the deliverables. Client does not have a proactive duty to display Contractor’s name together with the deliverables, but Client may not seek to mislead others that the deliverables were created by anyone other than Contractor. Client hereby agrees Contractor may use the work product as part of Contractors portfolio and websites, galleries and other media solely for the purpose of showcasing Contractors work but not for any other purpose. Contractor will not publish any confidential or non-public work without Client’s prior written consent.
Governing Law and Dispute Resolution
Any dispute arising here-under shall be governed by the laws of the state of Contractor’s primary business location (the “Contractor’s State”), without regard to the conflicts of law provisions thereof. For all purposes of this Agreement, the Parties consent to exclusive jurisdiction and venue in the state and federal courts located in Contractor’s State. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.
No failure or omission by a party in the performance of any obligation shall be deemed a breach of this agreement or create any liability if such failure or omission shall arise from any cause or causes beyond the reasonable control of such party which cannot be overcome through that party’s reasonable diligence, e.g., strikes, riots, war, acts of terrorism, acts of God, severe illness, invasion, fire, explosion, floods and acts of government or governmental agencies.
Any notices to either Party made pursuant to this these Terms and Conditions shall be made and sent (i) via US mail or a nationally recognized carrier to the other Party’s address on file; (ii) or via e-mail to the other Party’s designated representative. Each Party shall have an independent obligation to provide and update, as necessary, the mail and e-mail address on file for such notices. Notices sent by e-mail shall be deemed effective once sent if no error or “bounce back” has been received within twenty-four (24) hours of submission.
The section and subsection headings used in these Terms and Conditions are for convenience only and will not be used in interpreting the Terms and Conditions. Both parties have had the opportunity to review these Terms and Conditions and neither party will be deemed the drafter of these Terms and Conditions for the purposes of interpreting any ambiguity in these Terms and Conditions. The parties agree that these Terms and Conditions are considered part of the work relationship when accepted in the course of requesting Services and making payment as these Terms and Conditions must be acknowledged to complete payment arrangements. In the event that any provision of these Terms and Conditions will be determined to be unenforceable, that provision will be first revised to give the maximum permissible effect to its original intent or, if such revision is not permitted, that specific provision will be eliminated so that these Terms and Conditions will otherwise remain in full force and effect and enforceable.
These Terms and Conditions, along with Services detailed at point of online sale, in invoices and/or purchase agreements, and any exhibits, schedules or attachments, between the Parties supersedes any previous arrangements, oral or written, and may not be modified in any respect except by a future written agreement signed by both Parties.
Should we update, amend or make any changes to this document, those changes will be prominently posted here.