1. Authorization: The client is engaging Blue Skies Room, a sole proprietor, as an independent contractor for the specific purpose of developing and/or improving a World Wide Web site to be installed on the client’s web space located on an Internet Service Provider’s (ISP) server. 1.1 Hereafter, the client will be known as the “Client” and Blue Skies Room (also known as BSR) will be known as the “Developer.”  Additional “Appendices” referred to in the agreement may also be in the format of emails, Skype correspondence or written proposals that outline the full requirements of the project. 1.2 The Client will establish a separate contract with an ISP for hosting, or the Developer will establish one for the client. The Client hereby authorizes the Developer to access this account, and authorizes the Host Provider to provide the Developer with “write permission” for the Client’s web page directory, cgi-bin directory, and any other directories or programs that need to be accessed for this project. 2. Domain Registration & Hosting: The Developer will secure a domain name for the Client at the Client’s request. All charges incurred in doing so will be billed to the Client as an addition to the base price contemplated by this agreement. These are Internic, and are not a source of income for the Developer. 2.1 If the Client already has a domain name, the Developer will coordinate redirecting the address to the new host. Should the Client desire a specific domain name, which is already owned by another party and negotiations for said domain name must be undertaken by the Developer, additional charges may apply. The Client will be contacted in advance before any negotiations of this nature are undertaken or charges are incurred. 2.2 Hosting services are the clients responsibility and BSR is not accountable for any errors that may occur as a result of the clients decision as to where to host their site. Whilst from time to time we may give recommendations for hosting companies, it is expressly understood that the final decision to host at a location is the client’s choice and the client specifically absolves BSR from any liability for hosting problems, technical or otherwise, that may occur.  3. Training: The Developer will provide basic training of up to two hours via email, telephone and/or Skype assistance to the Client’s designated representatives regarding management of the Client’s web site. Sometimes, however, training for groups on-site at the Client’s place of business is desired. If this is desired, the charges incurred by the Client for training and the details of what will be provided will be listed in Appendix A . 4. Base Package: Unless otherwise specified in discussions or Appendix A, this agreement contemplates standard branding web pages with layout, graphic creation, installation of a content management system, theming, set-up and testing. 5. Text: The Client should supply final text unless otherwise specified in Appendix A. 500 words per page approximate standard if not supplied via diskette. Web pages of more than 1,200 words of text may be subject to additional fees for increased formatting time. 6. Cross Browser Compatibility: Our agreement contemplates the creation of a web site viewable by the latest versions of Microsoft Internet Explorer, Mozilla Firefox , Safari and Google Chrome. Compatibility is defined herein as all critical elements of each page being viewable in those browsers. Client is aware that some advanced techniques on the Internet, however, may require a more recent browser version and brand or plug-in. Client is also aware that as new browser versions are developed, the new browser versions may not be backward compatible. Client is also aware that 100% compatability is not always possible. In the absence of a Maintenance Agreement time spent to redesign a site for compatibility due to the introduction of a new browser version will be separately negotiated and in addition to the base price of our agreement. 6.1 If smart phone or tablet browser compatibility is desired the charges incurred by the Client and the details of what will be provided will be listed in Appendix A of this agreement. 6.2 BSR cannot be held responsbile for any future advances in technology.  7. Graphic Creation: It is anticipated that the Developer will create, capture or receive from the Client all the graphic elements necessary to complete the Client’s web site. This includes creating ancillary images, animated graphics and banner advertisements. This also includes photography or scanning services as listed below. 8. Uploads: The Developer assumes a reasonable minimum amount of data to be uploaded to the new site. The number of data items to be uploaded or migrated over from another site or elsewhere must be specified in Appendix A. Any additional uploads will be charged separately at our hourly rate. 9. Photography and Video: The Developer may at the request of the Client visit the Client’s place of business and capture images in digital format for inclusion on the Client’s web site. If photography and/or video is desired the charges incurred by the Client and the details of what will be provided will be listed in Appendix A of this agreement. 10. Scanning: This agreement contemplates scanning up to 10 images for the Client. If more than 10 images need to be scanned, additional charges will be incurred. 11. Java Applets: This agreement does not contemplate the use of Java Applets. Clients are encouraged to not use Java Applets, as many viewers will be served an error when trying to view the page. Java Applets may also crash older computers on download and download times for some viewers can be excessive. 12. CGI / Perl / PHP / MySQL:  If the Client requests a specific script or additional database and it must be programmed by the Developer at the Client’s request, the charge for the script, if any, will be billed back to the Client. The details of what will be provided will be listed in Appendix A of this agreement. 13. Macromedia Flash: Macromedia Flash is an option to the Client’s of the Developer. If chosen, the specific understanding of our agreement will be listed in Appendix A. 14. DHTML: DHTML technology, as with Macromedia Flash is always an option for the Client. If DHTML technology is desired by the Client, the rate to program each DHTML page will be specified in Appendix A. The Client understands that DHTML technology may not work in older browsers and some DHTML technology is not cross-browser specific. 15. Real Audio/Video: If Real Audio or Real Video on the Client’s site is chosen, the charges for such will be listed in Appendix A. 16. QuickTime/QuickTime VR: If QuickTime or QuickTimeVR technology on the Client’s web site is chosen, the charges for such will be listed in Appendix A. 17. Databases: If the Client’s site requires a database the charges for such will be listed in Appendix A. 18. Payment Terms / Work Flow: Unless otherwise negotiated, a minimum deposit of 50% is required to commence work. All additional work outside of the contract will be billed to the Client at the Developers hourly rate. 18.1 Once the deposit is received by the Developer basic site design concepts will be shown to the client. Communication between the Developer and the Client is crucial during this phase to ensure that the ultimate publication will match the Client’s taste and needs. Upon completion of this stage, the Client will be asked to confirm acceptance for the basic site design via email. Once this acceptance is received from the Client, the work necessary to complete the project will begin. 18.2 Clients should continue to continually view updates to the site and express their preferences or dislikes to the Developer. Upon completion of the web site, and prior to going live, an email or letter and invoice will be sent to the Client advising the Client that the work has been completed. Final payment of the remaining balance plus any additional charges incurred will be due on delivery of  the invoice by email or letter. If payment is not made within fourteen (14) days of notification, compound interest will accrue on the balance owed at a rate of 18% from the date the payment was due (date of going live). Legal costs associated with recovering non-payments are the responsibility of the client. 18.3 Developer reserves the right to remove all web content from the Internet if payment is not made within thirty (30) days after delivery of the completion notification. If a payment delay is anticipated, please contact the Developer to discuss potential problems in advance. 19. Assignment of Project: The Developer reserves the right to assign certain subcontractors to this project to insure the right fit for the job as well as on-time completion. 19.1 Employee/Contractor Solicitation: Developer and Client agree not to directly hire, contract or provide referrals for any Developer or  Client; contractors or staff members for a period of 5 years after the termination of any business engagement between the parties.  20. Maintenance Agreements: Maintenance Agreements are negotiated on a Client-by-Client basis, as each Client will have differing needs. 21. Third Party or Client Page Modification: Some Clients will desire to independently edit or update their web pages after completion of the site as a way to control costs and avoid the expense of a Maintenance Agreement. This is always an option for Clients of the Developer. 21.1 Note however, that if the Client or an agent of the Client other than the Developer attempts to update the web site and damages the design or impairs the ability for the web pages to display or function properly, time to repair the web pages will be assessed at an hourly rate of $50.00. There is a one-hour minimum. In this regard, Clients are encouraged to obtain a Maintenance Agreement. 22. Software Updates and Security Updates:  From time to time, software updates are required on the clients site. It is the client’s responsibility to ensure that all and any updates are attended to when necessary. While in normal circumstances, these updates will occur subsequent to the site going live, in circumstances where due to client’s slow performance, updates become available during the development process, the client will be responsible for any costs incurred to effect same. We also offer maintenance programs that include site monitoring for performance, security and site-specific updates. 23. Search Engine Registration: The Developer may optimize the Client’s web site with appropriate titles, keywords, descriptions and text and can thereafter submit the Client’s web site to some of the major search engines and directories. The charges for such will be listed in Appendix A. 24. Additional Expenses: Client agrees to reimburse the Developer for any critical Client requested expenses necessary for the completion of the project. Examples would be: Purchase of specific fonts at the Client’s request Purchase of specific photography at the Client’s request Purchase of specific software at the Client’s requestEdits and changes during development should be provided in an organized manner or additional charges may incur. Client would be advised of this in advance so that more efficient work flow can be implemented prior to additional charges.Design work is normally limited to two design concepts and two rounds of editing.  After this, additional charges may occur. 25. Copyrights and Trademarks: The Client represents to the Developer and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to the Developer for inclusion in the Client’s web site are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend the Developer and its subcontractors from any claim or suit arising from the use of such elements furnished by or ordered by the Client.26. Limited Liability: Client agrees that any material submitted for publication will not contain anything leading to an abusive or unethical use of the Web Hosting Service, the Host Server or the Developer. Abusive and unethical materials and uses include, but are not limited to, pornography, obscenity, nudity, violations of privacy, computer viruses, harassment, any illegal activity, spamming advocacy of an illegal activity, and any infringement policy.26.1 Client hereby agrees to indemnify and hold harmless the Developer from any claim resulting from the Client’s publication of material or use of those materials. 26.2 It is also understood that the Developer will not publish information over the Internet, which may be used by another party to harm another. The Developer will also not develop a pornography or otherwise unethical web site for the Client. The Developer reserves the right to determine what is and is not unethical content. 27. Indemnification: Client agrees that it shall defend, indemnify, save and hold the Developer harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney’s fees associated with the Developer’s development of the Client’s web site. This includes Liabilities asserted against the Developer, its subcontractors, its agents, its clients, servants, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by the Client, its agents, employees or assigns. 27.1 Client also agrees to defend, indemnify and hold harmless the Developer against Liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed over the Client’s web site. This includes infringing upon on the proprietary rights of a third party, copyright infringement, and delivering any defective product or misinformation which is detrimental to another person, organization, or business. 28. Ownership to Web Pages and Graphics: Copyright to the finished assembled work of web pages or design work produced by the Developer and graphics shall be vested with the Client upon final payment for the project. Site Ownership will be granted to the client upon completion of the site and receipt of final payment. Web developer has right to take ownership of the site and designs for non payment. 28.1 It is the client’s responsibility to ensure they have all rights to use any visuals, copy or program featured on the site. Certain things you may not own or may use under license, include but are not limited to; open source software, open source widgets, and any program(s) or code specifically designed or purchased on behalf of the Client for completion of this project. 29. Design Credit: Client agrees that the Developer may put a byline on the bottom of their index.html or main.html web page for establishing design and development credit. Client also agrees that the web site created for the Client may be included in the Developer’s portfolio. The Developer also has the right to display graphics and other Web Design elements as examples of work in their portfolios. 30. Nondisclosure: The Developer, its employees and subcontractors agree that, except as directed by the Client, it will not at any time during or after the term of this Agreement disclose any confidential information to any person whatsoever. Likewise, the Client agrees that it will not convey any confidential information obtained about the Developer to another party. 31. Completion Date: We agree to work expeditiously to complete this project no later than a date agreed upon between the client and developer. 31.1 Blue Skies Room and the Client must work together to complete the project in a timely manner. Work will not commence until receipt of a deposit from the Client – and timeline adjustments will be made based on the date the deposit is received. Project completion time frames may be adjusted by the Developer for changes in project scope, delays in the Client supplying content and responding to questions, excessive changes, delays in payment of fees, unforeseen complexities in programming, and unforeseen external events such as web outages. Developer is not liable for delays in delivery and/or non-delivery in the event of an act of God, action by any government or quasi-governmental entity, fire, flood, accidents, insurrection, riot, explosion, embargo, strikes whether legal or illegal, labor or material shortage, transportation interruption of any kind, work slowdown, technological challenges, or any condition beyond the control of the developer affecting production or delivery in any manner. 32.Warranty: During development stage any guarantees are voided of client or his agent tampers or causes to be tampered with the development site. Upon completion of the project, the Client has 30 days to ensure the web site and its elements are functioning according to the project description. After 30 days, any required changes will be completed at our current hourly rate. BSR is not responsible for maintenance and changes required due to reasons beyond its control including new browser requirements, changes by the web host provider, changes on modules or feeds that interface with other websites, hackers, viruses, attempts by the Client or its agents to make changes on the site resulting in repairs being required, etc. BSR will not be liable to the Client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of, or inability to operate these web pages or website. 33. Remedies: The Client’s sole and exclusive remedy for any claim against Developer with respect to the quality of the Development Services will be the correction by Developer of any material defects or deficiencies (the “Deficiencies”) therein, of which Client notifies (the “Deficiency Notice”) Developer in writing within thirty (30) days after the completion of that portion of the Development Services. The request cannot exceed the scope of project or limitations of the project as outlined in Appendix A.  In the absence of any such Deficiency Notice, the Development Services will be deemed satisfactory to and accepted by Client. 34. Limitation of Liability: In no event will Developer be liable for any loss of profit or revenue by Client, or for any other consequential, incidental, indirect or economic damages incurred or suffered by Client arising as a result of or related to the Development Services, whether in contract, tort or otherwise, even if Client has been advised of the possibility of such loss or damages. Client further agrees that the total liability of the Developer for all claims of any kind arising as a result of or related to this Agreement, or to any act or omission of Developer, whether in contract, tort or otherwise, will not exceed an amount equal to the amount actually paid by Client to Developer for the Development Services during the three (3) month period preceding the date the claim arises. Client will indemnify and hold Developer harmless against any claims by third parties, including all costs, expenses and attorneys’ fees incurred by Developer therein, arising out of or in conjunction with Client’s performance under or breach of this Agreement. 35. Revisions and Changes to Project Scope and Additional Services: The agreement constitutes the sole agreement between Blue Skies Room and the Client. Any additional work not specified in this contract must be authorized in writing, with agreement on additional fees. All prices specified in this contract will be honored for one (1) month after both parties sign this contract. Should the commencement of work on the project be delayed beyond one (1) month by the Client, prices will be reviewed and confirmed prior to Developer beginning work. Should the project term be significantly extended due to delays by the Client, continued services will require agreement/confirmation in writing and fees will be reviewed. 36. Cancellation: A certified letter is required to cancel the contracted project at the request of the Client. In the event that work is postponed or cancelled at the request of the Client by certified letter, the Developer shall have the right to retain the original  deposit. In the event this amount is not sufficient to cover the Developer for time ($75 per hour) and expenses already invested in the project additional payment will be due. If additional payment is due, this will be billed to the Client within 10 days of notification via certified letter to stop work. Final payment will be expected under the same terms as listed in Article 18 above. 37. Entire Understanding: This contract and the Appendices attached thereto constitute the sole agreement between the Developer and the Client regarding this project. It becomes effective when both parties agree upon the scope of the proeject and the first deposit is received. Both parties warrant that they have read and understand the terms set forth in this agreement. 38.Jurisdiction: This agreement shall be governed and construed in accordance with the laws of British Columbia, Canada. Any suits or claims brought against the Developer must be served in the jurisdiction of British Columbia, Canada. blueskiesroom.com 102-1050 West 14th Street North Vancouver British Columbia V7P 3P3 Canada 604-600-2001 info@blueskiesroom.com
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blueskiesroom.com
multimedia agency
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multimedia agency