Service Agreement

Last Updated: 07/11/2019
Cascadia Web Services, LLC. ("Us", "We", Or "Our") operates (the "Site"). This page informs you of our policies regarding the usage of our services and products. "You", "Customer", "Client", and other grammatical variants refers to the person, persons, or party responsible for payment and/or management of the services purchased. This agreement will be revised from time to time and will be available here on our site with a changelog record at the bottom of the page.
Terms and Conditions
The best work comes out of great relationships. Honesty, respect, and gratitude are the keys to a great relationship and therefore we have an interest in treating each other with these values at all times. 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.
The undersigned representative of Client has the authority to enter into this Agreement on behalf of the Client. you agree to cooperate and to provide us with everything needed to complete the Services as, when, and in the format requested by us. we have the experience and ability to do everything we agreed to for you and will do it all in a professional and timely manner. we will endeavor to meet every deadline that’s set and to meet the expectation for Services to the best of our abilities.
We warrant that: (i) the Services will be performed in a professional and workmanlike manner and that none of such Services or any part of this Agreement is or will be inconsistent with any obligation we 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 rights of any person or entity (including, without limitation, us); (iii) we have the full right to provide you with the assignments and rights provided for herein; (iv) we shall comply with all applicable laws in the course of performing the Services and (v) if our work requires a license, we have obtained that license and the license is in full force and effect.

Except as set forth in this agreement, we disclaim 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.

Except as set forth herein, all deliverables are delivered on an "As-Is" basis.
Confidentiality and Non-Disclosure
Each party shall maintain, in the strictest confidence, all Confidential Information (as defined in the next sentence) of the other party. “Confidential Information” means all (i) nonpublic information (at the time of disclosure) disclosed by one party to the other party under this Agreement, provided such information is marked or indicated by the disclosing party to be confidential; (ii) and any information which ought reasonably be considered confidential with regard to the circumstances surrounding disclosure, whether or not such information is marked “Confidential”.

In the event a party is required to disclose Confidential Information pursuant to a judicial or other governmental order, such party shall, to the maximum extent permitted by law or opinion of counsel, provide the other party with prompt notice prior to any disclosure so that the party or its client may seek other legal remedies to maintain the confidentiality of such Confidential Information.

Each party receiving Confidential Information shall be responsible for any breach of this provision that is caused by any of its employees, affiliates, representatives or agents and such party agrees to indemnify and hold harmless the other party from and against any liabilities, claims, damages, losses, costs and expenses resulting, directly or indirectly, from any breach by a party, or any of its employees or independent contractors, of any provision of this Agreement. The obligations of this Section shall survive the termination of this Agreement for a period of 3 years.
Ownership and Licenses
We agree that the deliverables and materials developed pursuant to this Agreement (including, without limitation, all presentations, writings, ideas, concepts, designs, text, plans, and other materials that we conceive and develop pursuant to this Agreement, including all materials incorporated therein whether such materials were conceived or created by us individually or jointly, on or off the premises of Client, or during or after working time) shall be treated as if the development of such deliverable constitutes a “work for hire” and shall be owned by you upon payment of all fees due to us pursuant to this Agreement.

In the event that any such material is considered not to be a “work made for hire,” we hereby assigns all ownership (whether represented or not by a registered patent, copyright, trade secret) and other proprietary or rights, title and interest in such deliverables and materials to you, and agrees to execute such documents as you may reasonably request, in order to assist you in obtaining and protecting such rights.

We agree that we have no interest in any materials that we submit to you, including, without limitation, any security interest therein, and hereby releases to you any interest therein (if any) which may be created by operation of law. Except as otherwise agreed to in writing and as necessary in the performance of this Agreement, we shall have no rights to license, sell or use the deliverables or materials developed under this Agreement, or any portion thereof.
We agree that during the period in which we are providing Services and for one year thereafter, we will not encourage or solicit any employee, vendor, client or contractor of yours to leave you for any reason.

You agree that during the period in which we are providing services and for one year thereafter, you will not encourage or solicit any employee, vendor, client, or contractor of ours to leave us for any reason.
Relationship of Parties
Nothing contained in this Agreement shall be construed to create a partnership, joint or co-venture, agency, or employment relationship between us and you. Both Parties agree that we are, and at all times during this Agreement shall remain, an independent contractor.
Term and Termination
Either Party may terminate this Agreement at any time, with or without cause, upon 7 days written notice.

If this Agreement is terminated earlier by you without cause, you agree to pay us any and all sums which are due and payable for: (i) services provided as of the date of termination; and (ii) expenses already incurred, including those from documented non-cancelable commitments. we agree to use the best efforts to minimize such costs and expenses.

Termination for any reason shall not affect the rights granted to you by us hereunder. Upon termination, you shall pay to us all undisputed amounts due and payable. If upon termination you have not paid undisputed fees owed for the material, deliverables or Services provided by us as of the date of termination, you agree not to use any such material or the product of such Service, until you have paid us in full. Any provisions or clause in this Contract that, by its language or context, implies its survival shall survive any termination or expiration of this Agreement. Notwithstanding anything to the contrary in this Agreement, we shall retain a perfected security interest in the deliverable or material until you have made payment in full for all undisputed amounts as of the termination date. we hereby agree to release and waive its security interest in the deliverable and material upon receipt of full payment for all undisputed amounts.
Support Hours
Standard support hours are between 9:00 a.m. and 5:00 p.m. Pacific Standard Time, Monday through Friday. All support requests outside those hours will require approval from the Client. Billing outside of business hours will be subject to 2x (two times) the agreed upon standard hourly rate(s). We do observe a standard banking holiday schedule for the United States of America.
Payment Terms
You understand the importance of paying independent contractors in a timely manner and would like to maintain a positive working relationship with us to keep the project moving forward. Payments for each invoice delivered by us to you are due within 15 days of receipt. In case of overdue payments, we reserve the right to stop work until payment is received.
Late Payment
In the event an invoice is not paid on time, to the maximum extent allowable by law, we will charge a late payment fee of 10.00% or $25.00, whichever is greater, per billing cycle on any overdue and unpaid balance not in dispute. Our acceptance of such service charges does not waive its rights to any remedies for your breach of this Agreement. All payment obligations are non-cancelable and fees paid are non-refundable.
Expense Reimbursement
You shall reimburse all expenses that are reasonable and that have been authorized in writing by you in advance; payable within 15 days of itemized invoice.
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
We agree to indemnify, defend and hold harmless you from any and all claims, actions, damages, and liabilities (excluding, without limitation, attorneys’ fees, costs and expenses) arising (i) through our 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 our representations, warranties or agreements herein.

You agree to indemnify, defend and hold harmless us from any and all claims, actions, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ fees) arising in any manner caused by your (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 your representations, warranties or agreements herein.

To the maximum extent allowable by law, we 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 agreement, our performance hereunder or disruption of any of the foregoing, even if you have 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, our aggregate liability under this agreement shall in no event exceed the aggregate compensation paid by you to us under this agreement.
Right of Authorship Credit
Both Parties agree that when asked, you must properly identify us as the creator of the deliverables. You do not have a proactive duty to display our name together with the deliverables, but you may not seek to mislead others that the deliverables were created by anyone other than us. You hereby agree we may use the work product as part of our portfolio and websites, galleries and other media solely for the purpose of showcasing our work but not for any other purpose. We will not publish any confidential or non-public work without your prior written consent.
Renewal Term
All services between both parties are considered month to month. Each month this agreement automatically renews by your continued payment of each invoice. You hereby agree to continue to uphold this agreement.
Governing Law and Dispute Resolution
This Agreement and any dispute arising hereunder shall be governed by the laws of the jurisdiction of our primary business location (the “Contractor’s Jurisdiction”), 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 courts located in our jurisdiction. 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.
Force Majeure
No failure or omission by a party in the performance of any obligation under this Agreement 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 or instrumentalities.
Any notices to either Party made pursuant to this Agreement shall be made and sent (i) via U.S. 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 an 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 one (1) hour of submission.
Order of Precedence
In case of any inconsistency, conflict, or ambiguity among the Contract Documents, between us and you, the documents shall govern in the following order: (a) Change Orders and written amendments to this Agreement; (b) this Agreement; (c) Change Orders and written amendments to your Agreements that we've signed; and (d) Your agreement that we've signed. Among categories of documents having the same order of precedence, the term or provision that includes the latest date shall control. Information identified in one Contract Document and not identified in another shall not be considered a conflict or inconsistency.
Appropriate Conduct
You and ourselves will seek to maintain a professional relationship that is free from harassment of any kind and from any other offensive or disrespectful conduct. If at any time during the term of this Agreement we believe that we have been subjected to harassing behavior on the part of you or your staff, we will notify You immediately and demand that appropriate actions will be taken to correct the matter. In the event that the reported behavior continues following Our second notice, such behavior will constitute a breach of this Agreement and entitle us to terminate this Agreement in accordance with the Agreement’s Term and Termination Clause, and be paid in full for the ordered project or for the planned monthly service, as applicable, without limiting any other right or remedy available to Contractor by law.
The section and subsection headings used in this Agreement are for convenience only and will not be used in interpreting this Agreement. Both parties have had the opportunity to review this Agreement and neither party will be deemed the drafter of this Agreement for the purposes of interpreting any ambiguity in this Agreement. The parties agree that this Agreement may be signed by electronic signatures provided by Zoho Sign, our signature service provider, and in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. In the event that any provision of this Agreement will be determined to be illegal or 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 this Agreement will otherwise remain in full force and effect and enforceable.

This agreement 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.
- 01/19/2019 - Updated page layout.
- 02/05/2019 - Updated Order of Precedence.
- 07/11/2019 - Updated Payment Terms and Support Hours. Email notice of change was delivered at 9:00 a.m. PST on 7/11/2019