Client Terms

  1. VillaGraphX Design + Solutions, LLC will perform marketing and promotional services designed to boost Client’s Internet marketing presence as agreed. Such services will be completed in cooperation with Client and are subject to Client’s reasonable approval.
  2. The client will pay VillaGraphX an initial set-up fee as well as a monthly fee as determined in the signed contract as long as this Agreement is in effect. Payments shall be preceded by an electronic invoice from VillaGraphX, which Contractor shall then pay each invoice within 21 days of its receipt by Customer.  VillaGraphX reserves the right to cease work under this Agreement without notice should Client fail to make a payment within 21 days of when such payment becomes due.  Moreover, VillaGraphX reserves the right to impose a late fee for each day payment hasn’t been received past the due date.
  3. In furtherance of its obligations, VillaGraphX is authorized by the Client to assume the identity of Client in all social media interactions on the Internet including, but not limited to, status updates, blog posts, online forum discussions and message board posts, comments, and responses to user comments, and emails.
  4. Client agrees to provide VillaGraphX access to all URLs, usernames, and passwords for all of its social media, ftp, and servers, and such may be provided either on paper or electronically.  VillaGraphX shall exercise reasonable care with respect to the security of such.  Further, Client grants VillaGraphX the right to access and use all accounts, usernames and passwords that VillaGraphX deems beneficial to carrying out its obligations under this agreement.  VillaGraphX will hold Client’s URLs, usernames, and passwords in confidence and will not share or sell this information to any third-party without Client’s express written consent. Ever!
  5. Any and all materials, including but not limited to drafts, completed works, and conceptual renderings of any and all kinds produced by VillaGraphX for or on behalf of Client and/or related to this agreement shall be the exclusive property of VillaGraphX and are not considered to be “works for hire.”  Client disclaims all right, title, and interest in the same and agrees to cooperate in proving and documenting of VillaGraphX’s rights.
  6. During the engagement, Client may have access to VillaGraphX’s drafts, ideas, concepts, and other property, both physical and intellectual, with regard to VillaGraphX’s work under this agreement. Client agrees that it will not disclose any of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term of this agreement or at any time thereafter.  All papers, files, records, documents, letters, notes, emails, and similar items relating to this agreement prepared by VillaGraphX shall remain the exclusive property of VillaGraphX.Contractor shall not retain any copies of the foregoing following the termination of this agreement without VillaGraphX’s prior written permission.
  7. VillaGraphX shall be an independent contractor for Client.  This agreement shall not render VillaGraphX an employee, partner, agent of, or joint venturer with Client for any purpose.
  8. VillaGraphX represents and warrants that the Services provided whether utilizing, including but not limited to, original works , works used with permission, and third-party tools and vendors, shall be performed in accordance with, and shall not violate, applicable laws, rules or regulations, and standards prevailing in the industry and SEA Media shall obtain all permissions required to comply with such laws, rules, and regulations to the extent that such is necessary.
  9. VillaGraphX will perform all work for Client to the best of its ability, in cooperation and coordination with Client.
  10. Client hereby indemnifies and holds VillaGraphX harmless from any damages, claims, liabilities, and costs, including reasonable attorney’s fees, or losses of any kind or nature whatsoever which may in any way arise from or relate to the services performed for Client under this agreement.
  11. Notwithstanding anything in this agreement to the contrary, should VillaGraphX be found liable to Client for any reason relating to this agreement in any way, VillaGraphX’s liability shall be limited to $1,000. This is a material term of this Agreement, without which limitation of liability the fee charged for such services would necessarily be significantly higher than what is agreed-to hereunder.
  12. The laws of the State of Ohio, exclusive of its choice of law, rules shall govern any dispute between Client and VillaGraphX, the construction of its terms and the interpretation of the rights and duties of the parties hereto.
  13. Any and all disputes regarding between Client and VillaGraphX shall be brought only in the Montgomery County, Ohio Court of Common Pleas or the United States District Court for the Southern District of Ohio.  No dispute between Client and VillaGraphX may be heard in any other forum.
  14. No amendment, change or modification of these Client Terms shall be valid unless in writing signed by both VillaGraphX and Client.
  15. These Client Terms, in conjunction with the Cancellation Policy, govern the relationship between VillaGraphX and Client with regard to the work to be performed for the agreed-upon fees, and such Client Terms and Cancellation Policy supersede any and all prior agreements, understandings, and representations.
  16. If any provision of these Client Terms or Cancellation Policy, or any portion thereof, is held to be invalid and unenforceable, then the remainder of these Client Terms and Cancellation Policy shall nevertheless remain in full force and effect.