This is a Services Agreement between Letterbox Lane LLC (“we,” “us,” “our”) and any individual, entity, or organization that procures our “Roadmapping” services (“you” or “your”).
- Acceptance of Terms: Any work that we do for you is governed by the terms and conditions that you’re reading now. If you don’t agree to them, we can’t provide you with any services. This agreement is a binding contract between you and Letterbox Lane LLC.
- Terms May Change: Periodically, we may change the terms and conditions in this agreement, including the amount of our fees. If we do change any of these terms, they’ll take effect for you the next time that you contract for our “Roadmapping” services. Any work that we’ve already completed or previously initiated for you continue to be governed by the agreement in effect at the time that you contracted with us.
- Payment/Questionnaire: In exchange for our services, you’ll pay four hundred ninety seven dollars ($497) when you agree to these terms. Payment reserves a space on our docket and is made before we provide any services to you.
In addition, prior to providing any services to you, you must fill out an informational questionnaire. This allows us to better understand your concerns and goals for this project. A link to the questionnaire will be provided to you when you provide payment.
- Taxes: You’re responsible for payment of all applicable sales and use taxes, along with any foreign transaction fees.
- Refund: If you’re genuinely dissatisfied with our services and provide us with notice within thirty (30) days of delivering our report to you, we’ll refund our fee.
- Services: In exchange for our fee, we’ll provide you with a written report tailored to your business, along with a recorded consultation call. Our report is based on the state of your website and business at the time it was reviewed by us. We will deliver our report within fourteen (14) days after completing our consultation call.
We do not revise the written report once delivered and we won’t follow up with further reports. You agree to accept our report “as is.”
Once the report is delivered, we’ll schedule time to answer questions regarding it. You must gather your comments and questions together into a single package for our review; we don’t provide more than one round of Q&A.
- No Guarantee of Results: We make no guarantee or representation whatsoever about the number of leads, sales, conversions, clickthroughs, impressions, or any return on investment resulting from our work with you.
- Content Ownership: You retain ownership in the copyright to all reports produced through the “Roadmapping” service and we invite you to share our report with other members of your organization on an as-needed basis, or with freelancers, consultants, and other individuals outside your company. We do not, however, grant you permission to modify the report, or to display or perform it publicly.
- Termination: Once you’ve paid our fee and answered our questionnaire, neither of us may terminate this agreement, except on material breach of it by the other party, and only if the breaching party has failed to cure its breach within thirty (30) days of notice.
- Independent Contractor: Letterbox Lane is an independent contractor to you/your organization. By entering this contract, we don’t intend to create a joint venture or partnership or become one of your employees. Neither of us are granted any rights to control the other or to enter into agreements on the other’s behalf.
- Not Exclusive: We provide services to a number of clients. You recognize and agree that we may provide services to a number of individuals and organizations, including potential competitors, and are in no way obligated to provide services exclusively to you.
- Publicity: You grant us the perpetual right (but not the obligation) to mention your name (or your company’s name) on our website and in our marketing collateral as an individual/organization that utilized our services. If you submit a testimonial to our website, or through e-mail, you grant us permission to re-publish your testimonial on our website.
- Business Hours: Letterbox Lane’s business hours are 9am-5pm Mountain Time. We take the following days off: January 01, MLK Day, Memorial Day, July 03, July 04, Labor Day, Thanksgiving, Black Friday, December 24, December 25, December 31. We agree to put in a reasonable effort to reply to anything business-related during business hours, but outside of those times we provide no guarantee of availability, although we’ll make a best effort to respond to all inquiries and contacts within one business day.
- Confidentiality: We each own valuable trade secrets, and other confidential information. Such information may include financial details, software code, routines, data, know-how, designs, inventions and other tangible and intangible items. All such information owned by the parties is defined as “Confidential Information”. This provision does not apply to Confidential Information that is 1) in the public domain through no fault of the receiving party, 2) was independently developed as shown by documentation, 3) is disclosed to others without similar restrictions, or 4) was already known by the receiving party.
- Non-Disclosure: We agree that we will not, at any time during or after the term of this Agreement, disclose any Confidential Information to any person, and that upon termination of this Agreement, each party will return any Confidential Information that belongs to the other party.
- Limitation on Liability: OUR LIABILITY UNDER THIS AGREEMENT WITH RESPECT TO THE SERVICES THAT WE PROVIDE AND ANY REPORTS THAT WE PROVIDE, OR ANY OTHER MATERIALS PROVIDED AS PART OF OUR SERVICES, IS LIMITED TO CORRECTION OF THE SERVICES OR MATERIALS. IF CORRECTION IS NOT POSSIBLE OR IMPRACTICAL, THEN OUR LIABILITY IS LIMITED TO A REFUND OF ANY FEES PAID TO LETTERBOX LANE BY YOU UNDER THIS AGREEMENT. THIS LIABILITY LIMIT APPLIES TO ANY LEGAL THEORY OF DAMAGES, INCLUDING NEGLIGENCE, CONTRACT, WARRANTY, OR OTHERWISE AS MAY BE APPLICABLE. WE WON’T BE LIABLE FOR ANY LOST PROFITS, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, EVEN IF WE’VE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Representations and Warranties: We represent and warrant that, to the best of our knowledge, our services will not infringe on the intellectual property rights of any third party. You represent and warrant that any materials you provide us will similarly not infringe on any third party’s intellectual property rights. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, WE, LETTERBOX LANE, MAKE NO WARRANTIES WHATSOEVER. WE EXPLICITLY DISCLAIM ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS APPLICABLE TO THE PROJECT. EXCEPT AS MAY BE EXPRESSLY PROVIDED, OUR SERVICES AND ANY MATERIALS DELIVERED TO YOU ARE PROVIDED “AS IS.”
- Assignment: In general, you don’t have the right to assign this agreement to any other individual or business organization. However, you may assign this agreement to an heir or an organization that acquires all or most of your stock, assets, or business. This agreement will bind your heirs, assigns, executors and administrators.
- Waiver: If one of us chooses not to act on a breach of this agreement, that choice won’t waive our right to enforce the agreement or any of its terms based on a subsequent breach.
- Modification: This agreement can only be modified by a writing signed by both of us.
- Severability: If any provision of this agreement isn’t enforceable, the rest of this agreement remains valid and enforceable.
- No Third-Parties: This contract is only intended to benefit you, the client, and Letterbox Lane, not any third party.
- Force Majeure: We won’t be in breach of this agreement if fire, earthquake, illness, death, act of God, labor dispute, or other event beyond our control prevents us from providing services in a timely fashion. We’ll notify you about the situation and work with you to establish a timeline for completing our services, if possible.
- Governing Law/Forum Selection: Colorado law governs this contract. We both agree to resolve any disputes exclusively in the state or federal courts located in Denver, Colorado and not anywhere else. You submit to the personal jurisdiction and venue of those courts.
- Headings: Headings for each paragraph are provided for convenience only. They won’t be given legal effect in interpreting or limiting the scope of the agreement.
- Entire Agreement: This is our entire Agreement. It supersedes all other discussions, understandings, and negotiations between us, if any.
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