Cool Jacks Ice Cream Sandwich E-commerce Website Proposal

These are the terms and conditions (the "Terms") to the contract agreed to by and between Maria Christina Aldana ("Client") and Builtwell, LLC (“Builtwell”) dated Nov 11, 2024 (together with these Terms, the "Agreement").

1. Agreement to Perform Services. Client hereby engages Builtwell to perform services (the “Services”) as laid out in the accompanying proposal (the “Proposal”) in connection with Client’s logo design (the “Logo”).
2. Additional Services. Any services requested beyond the Services (the “Additional Services”) will be performed only after the parties mutually agree upon and execute an amendment to the Proposal (each, an “Amendment”) that sets forth the scope of the Additional Services and the compensation to be paid for such Additional Services. In the event of any conflict between the terms of this Agreement and any Amendment, the terms of the Amendment shall govern the performance of the applicable Additional Services
3. Payments. Client will pay Builtwell the fees and expenses as specified in the Proposal. Each payment shall be delivered to Builtwell’s provided bank account through Electronic Transfer (ACH). If using a credit card, a processing fee of 2.9% will be applied. Any payment that is paid more than five (5) days after its due date shall include a late charge of five percent (5%) of the payment due.
4. Relationship of Parties. Builtwell, and its affiliates, employees, agents and subcontractors, shall in all respects act only as independent contractors and not as employees or agents of Client. Builtwell and Client are not partners or joint venturers.
5. Grant of Rights. Any content created by Builtwell specifically for Client under the terms of this Agreement (the “Work Product”), shall be owned by Client upon receipt of full payment by Builtwell, including payment for any expenses incurred. The Work Product shall not include any copyright, patent, trade secret rights, code, designs, technology or any other intellectual property right, title or interest in any information, content, materials, processes and other items owned, created, used or developed by Builtwell prior to execution of the Agreement. Notwithstanding the foregoing, Client hereby grants to Builtwell a perpetual, royalty free, paid-up, worldwide license to use and maintain any Work Product for promotional and portfolio purposes, including the right to use as content features in other projects.
6. Confidentiality. Client shall not, except as directed by Builtwell in writing, use, transfer, remove or disclose any confidential information relating to the business affairs, finances, properties, methods of operation and other data of Builtwell or related to this Agreement (“Builtwell Confidential Information”) at any time to any person or entity whatsoever, or permit any such person or entity whatsoever to examine or make copies of any Builtwell Confidential Information. Further, upon termination of the Agreement, Client shall turn over all Builtwell Confidential Information in its possession or under its control to Builtwell. Client acknowledges that its unauthorized disclosure of any Builtwell Confidential Information will give rise to irreparable injury to Builtwell, which would be inadequately compensable through monetary damages. Accordingly, Builtwell may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other available legal remedies. The terms of this provision shall survive the termination of this Agreement for a period of one (1) year.
7. Confidentiality Continued. Builtwell shall not, except as directed by Client in writing, use, transfer, remove or disclose any confidential information relating to the business affairs, finances, properties, methods of operation and other data of Client or related to this Agreement (“Client Confidential Information”) at any time to any person or entity whatsoever, or permit any such person or entity whatsoever to examine or make copies of any Client confidential Information. Further, upon termination of the Agreement, Builtwell shall turn over all Client confidential Information in its possession or under its control to Client. Builtwell acknowledges that its unauthorized disclosure of any Client Confidential Information will give rise to irreparable injury to Client, which would be inadequately compensable through monetary damages. Accordingly, Client may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other available legal remedies. The terms of this provision shall survive the termination of this Agreement for a period of one (1) year.
8. Client Representations and Warranties. Client represents and warrants to Builtwell that: (a) Client is not in any way restricted from entering into this Agreement; and (b) any information, content or materials provided by Client in connection with this Agreement will not in any way violate or infringe upon any intellectual property right belonging to any third party, or otherwise violate or infringe upon any other right or rights whatsoever of any person or entity.
9. Builtwell Representations and Warranties. Builtwell represents and warrants to Client that: (a) Builtwell has the capability, experience and means required to perform the Services; and (b) Builtwell will perform the Services in a professional and efficient manner, in accordance with the applicable commercial practices and standards currently recognized by its profession.
10. Indemnification. Client shall defend, indemnify and hold harmless Builtwell and all of its officers, managers, members, employees, attorneys, agents and representatives, from and against all claims, liabilities, damages, losses, costs and expenses (including litigation expenses and attorney fees) arising out of, or resulting from the breach of any representation, warranty or other provisions of the Agreement by Client. This indemnification obligation shall survive termination of the Agreement.
11. Disclaimer. The Services and Work Product are provided "as is" without any warranties of any kind. Client accepts full responsibility for the usefulness of the Services and Work Product as incorporated into the Website, or as used by Client. Client expressly acknowledges that Builtwell makes no representations or warranties except those provided in this Agreement. Builtwell hereby disclaims all other representations and warranties, express or implied, including, without limitation, with respect to the merchantability, quality, fitness for a particular purpose, accuracy or completeness of the Services and Work Product. To the maximum extent permitted by law, under no circumstances shall Builtwell be liable to Client, or to others making use of the Services and/or Work Product, for any indirect, incidental, special, exemplary or consequential damages, including lost profits or lost data, arising under this Agreement, even if Builtwell has been advised of the possibility thereof and even if due to Builtwell's error, omission or negligence.
12. Limitation on Liability. To the maximum extent permitted by law, in no event shall Builtwell's aggregate liability hereunder from any and all causes whatsoever (including, without limitation, negligence, strict liability, warranty, indemnity or otherwise) exceed the fees paid by Client for the preceding twelve (12) months to Builtwell hereunder. This limitation shall survive failure of essential purpose of any remedies that may be provided under this Agreement. The parties agree that the foregoing limitations represent a reasonable allocation of risk under this Agreement and that Builtwell would not be able to provide the Services and/or Work Product to Client at the prices set forth in the Proposal without such limitation. No claim may be brought by Client under this Agreement more than one (1) year after the accrual of such claim. The terms of this provision shall survive the termination of this Agreement.
13. Notices. Any notice to either party under this Agreement shall be executed in writing or via electronic means and shall be sent to the applicable address appearing below, or such other address as the receiving party may from time to time designate in writing, provided that any notice sent electronically shall also be sent to the receiving party's mailing address.
14. Complete Agreement. This Agreement is the complete and exclusive statement of the agreement between the parties and supersedes all prior agreements, oral or written, and all other communications between the parties concerning the subject matter of this Agreement. Each party acknowledges that no reliance is placed on any representation not embodied in this Agreement. Any item not specifically included in this Agreement is not covered under this Agreement.
15. Governing Law. This Agreement is being executed and delivered in the state of Michigan and shall be governed by, construed and enforced in accordance with the laws of the state of Michigan, without giving effect to any conflicts of law principles. In the event any lawsuit is filed to interpret or enforce any provision of this Agreement, the parties hereto irrevocably consent to the exclusive jurisdiction of the United States District Court for the Eastern District of Michigan or the Circuit Court for Oakland County, Michigan for the resolution of such dispute.
16. Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court of competent jurisdiction finds that any provision is invalid and unenforceable as written, that provision will be deemed modified in a manner consistent with the intent of the original provision, so as to make it valid and enforceable. This Agreement, and the application of the provision to persons or circumstances other than those with respect to which it would be invalid or unenforceable, shall not be affected.
17. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. This Agreement may be executed and delivered by facsimile or electronic transmission, and a facsimile or electronic version of this Agreement or of a signature of a party will be effective as an original.
18. Waiver. The failure of either party to require the performance of any term or obligation of this Agreement, or the waiver by either party of any breach of this Agreement, shall not prevent any subsequent enforcement of any term or obligation or be deemed a waiver of any subsequent breach.
19. Cost of Enforcement. Each party shall pay all costs and expenses, including reasonable attorney fees, incurred by the other party in enforcing the provisions of this Agreement or in recovering any claims or damages arising from a breach of this Agreement if the other party is successful in its action.