Standard Terms and Conditions

Please Read These Terms and Conditions Carefully.
These terms and conditions are being incorporated into an arrangement between HARA PARTNERS INC, a Texas corporation (“Company”), and Client, and will, except as otherwise agreed in writing by the parties, bind the parties and govern their arrangement. Client’s acceptance of terms which incorporate these provisions by reference constitutes acceptance of these terms and conditions.

1. Term and Termination.
a. Term of Stancons. These terms and conditions (the “Stancons”) will be effective at all times during the term (the “Term”) from and including the date set forth in the emails or other correspondence establishing the support arrangement (together with the Stancons, the “Agreement”) between Company and Client, for services ordered by Client (the “Services”) other than web hosting and other licensed software services, until such date as of which either party terminates the Agreement (the “Termination Date”), provided, that certain provisions of these Stancons will survive for longer periods of time, as these Stancons may specifically provide.
b. Termination. Except as the Agreement may otherwise provide, the Term of the Agreement may be terminated by either party upon written notice to the other, at any time. Termination of the Agreement will take effect at the close of business on the date 10 business days after the giving of written notice (the “Termination Date”). The Agreement may be terminated by Company immediately, if Client fails to pay any fees hereunder; or if Client fails to cooperate with Company or otherwise hinders or obstructs Company in its efforts to perform the Services.

2. Company’s and Client’s Responsibilities.
a. Scope of Work. Client shall retain, and does hereby retain, the services of Company to provide some or all of the following services (the “Services”), as identified in the Agreement and accepted by Company: development, coding, bug fixes, design, design implementation, wire framing, copy writing, copy editing, hosting support, photography services, creating graphics, photography retouching, art direction, creative direction, technical support, technical consulting, database modification, web or design business best practices consulting, or assessment of Client’s systems, software and/or hardware. Client may submit to Company, from time to time, requests for specific Services (each such request, an “Order”), it being understood that Company may accept or reject any such Order at any time for any reason, or for no reason at all. Company shall use commercially reasonable efforts to perform the Services in an efficient and timely manner.
2b. Client’s Responsibilities. Client shall perform all tasks assigned to Client as set forth in these Stancons or as requested by Company, and provide all necessary or useful assistance and cooperation to Company in order to enable Company to complete the Services timely and efficiently. Company shall not be or be deemed to be in breach of these Stancons, the Services, or any milestone in the event Company’s failure to meet its responsibilities and time schedules is caused, directly or indirectly, in whole or in part, by Client’s failure to meet (or Client’s delay in meeting) its obligations, responsibilities and/or time schedules as set forth in the Agreement, as the same may be modified or adjusted from time to time. In the event of any such failure or delay by Client, all of Company’s time frames, milestones, and/or deadlines will be and be deemed to be extended as necessary; Client shall be responsible for making, at its own expense, any changes or additions to Client’s current systems, software, and hardware as may be necessary or desirable to support the operation of the Services. Unless otherwise contracted with Company, Client shall be responsible for initially populating and then maintaining any databases related to the Services, as well as providing all content for the Services. All text will be supplied by Client unless copy-writing services have been purchased by Client. Client will provide direction to Company by accessing Company’s Ticket System (“Ticket System”) and delivering content for Services implementation through Ticket System.

3. Services.
a. Development. Company will develop and implement all Services in Company’s development environments. The Services will not include any of the following, as the Company may determine in its sole and absolute discretion: text, graphics, sound, or animations that might be viewed as obscene, any illegal activities; links to other websites that might be viewed as obscene or related in any way to any illegal activities; impressionistic or cartoon-like graphics (unless provided by Client); invisible text, meta-tags (i.e., text that provides information about web-pages but is generally not displayed in a web-browser), or any other type of hidden text, hidden information, hidden graphics, or other hidden materials; or destructive elements or destructive programming of any type.
b. Completion Date. Company and Client shall work together to complete the Services in a commercially reasonable manner. Client shall supply Company with complete text and graphics content and all Services contracted for within three (3) weeks of the date of the Order, unless otherwise noted. If Client has not submitted complete text and graphics content within four (4) weeks after the Order, an additional continuation fee of ten percent (10%) of the total Services estimated price will also be assessed each month until the content has been supplied by Client.
c. Copyright and other Intellectual Property Rights. Upon payment in full of the fees associated with the design and development of the Services, Company shall provide to Client a royalty-free, non-exclusive, transferable right and license to use any content and material generated, created or obtained by Company (including without limitation any source code and documentation, if applicable, the “Company Code Content”) in perpetuity, which will include rights and license to maintain one copy of the Company Code Content (the production copy), for active use on the Internet in interacting with clients, customers and end-users, and another copy (the staging copy), to be maintained on Client’s computer for purposes of maintenance, update and modification. Company may use its own, and/or may purchase third party licenses for, products or services that are necessary or desirable in connection with Company’s completion of the Services for Client. Such products may include, but are not limited to, server-side applications, clip art, “back-end” applications, music, stock images, and any other copyrighted work (“Outside Content”) which Company deems necessary to purchase on behalf of Client to complete the Services. Any Outside Content used to design and develop the Services is and will be owned by Company and/or such third parties, and will not be transferred to Client, and is hereby specifically not transferred to Client, and shall remain the property of Company and/or such third parties, subject to licenses to use such Outside Content and such other rights and restrictions as affect Company’s rights. Company may use Outside Content which is owned and/or purchased by Company in the design and/or development of other services separate from Client. Company shall retain all other rights in, to and respecting the Company Code Content, including, but not limited to, the right to modify, amend, create derivative works, rent, sell, assign, lease, sublicense, or otherwise alter or transfer the Company Code Content. The design and development of the Company Code Content may include source code, documentation, and/or application programs that were previously written or developed by Company and modified to meet Client’s specific requirements (the “Code Content”). Company shall own all right, title, and interest in, to and respecting the Code Content, but shall provide Client (upon payment in full of the fees associated with the design and development of Company Code Content) a royalty-free, non-exclusive, transferable right and license to use the Code Content in perpetuity. Continuing use and exploitation of any website or other materials provided by Company may require continuing licenses from one or more content or code providers, the obtaining and maintaining of which shall be and remain solely the obligation of Client.
d. Certain Rights. In addition to all other rights reserved to Company hereunder, Company hereby reserves and retains the right to display Client’s graphics, logos, names, trademarks and trade names, screen shots, and other design elements of the Services, as examples of Company’s work in its portfolio, and online, digital and printed marketing and promotional material.

4. 3rd Party Providers. In order to complete certain tasks set forth in this Agreement, Company may be required to interface, integrate with, utilize, communicate with, or connect to data feeds, APIs, or software configurations (the “3rd Party Data Structure”) provided by 3rd Party Providers. In the event that during the Term, Company successfully completes such task, but the 3rd Party Provider thereafter makes changes to the 3rd Party Data Structure such that the task no longer operates properly, Company may make updates or changes in order to accommodate the 3rd Party Data Structure. In such case, Company shall advise Client that additional fees may apply. If any factor, occurrence, event or change arises that effects the operation of tasks completed with 3rd Party Providers, Company and Client may discuss whether and how such conditions should be addressed and what, if any, fees Company may charge for such services.

5. Website Rendering Variations. Differing web browsers, operating systems, monitors and devices do not render content same way. Some variation in rendering is to be expected and considered acceptable. Company does not guarantee rendering consistency or operability in all platform, browser, and/or hardware combinations.

6. Fees.
a. Hourly Rate. Payment for Services (the “Support Fee”) will be purchased at a rate (the “Hourly Rate”) of $200 dollars per hour, as such amount may be modified or adjusted by Company from time to time upon notice to Client. For Rush services, Company shall charge 120% of the Hourly Rate (as then in effect) per hour. Company may modify or adjust such current hourly rates from time to time upon notice to Client. For Overtime Services, Company shall charge 150% of the Hourly Rate (as then in effect) per hour. “Overtime Services” are services provided to Client by an employee of Company 1) in excess of 8 hours during any 24-hour period, 2) prior to 9 a.m. or after 6 p.m. on any day; or 3) on Saturday, on Sunday, or on a major US holiday. All Company’s Services are provided “as-is, where-is, with all faults,” and Company reserves discretion whether and under what circumstances to refund any fees to Client for shortcomings or unsatisfactory performance of the Services or the Company Code Content.
b. Billing. Client shall provide to Company, at the option of Company, payment in the form of either i) a Zell transfer, ii) a check or Iii) a signed Credit Card Authorization (“CCA”) to enable Company to charge Client’s credit card for all Services requested by Client and accepted by Company, in each case in advance of the performance of such Services. Payment to Company for Services is due and payable simultaneously with the submission of any order for Services, and Company shall have no obligation to perform any work, labor or Services unless and until payment has been received in Company’s account, or if Client has not properly provided its CCA form to Company or its CCA form, previously provided, has expired or is otherwise unusable. Services will be purchased in blocks of ten (10) professional hours. When all pre-purchased hours have been exhausted, Client may replenish such hours by purchasing additional blocks of 10 hours, and Company will bill Client’s credit card for such blocks of 10 hours, on a recurring basis, once 8 previously purchased hours have been expended. Client shall correctly complete and provide to Company a CCA in form and substance satisfactory to the Company, and shall permit Company to keep Client’s credit card information on file for purposes of recurring billing.
c. Project Abandonment. If, after repeated attempts to begin, continue, or finalize the delivery of services, Client fails to participate, or becomes otherwise unresponsive to Company requests for a period of three (3) months, Company may deem the project abandoned, Company may reduce any refund to which the Client may otherwise be entitled to zero, and Client will be deemed to have paid any remaining prepaid hours to Company for bearing its responsibilities hereunder.

7. Indemnification.
a. Company Indemnity. In performing services under the Stancons, Company shall not design, develop, or provide to Client any items that infringe any patents, copyrights, trademarks or other intellectual property rights (including but not limited to trade secrets), privacy, or other rights of any person or entity. If Company becomes aware of any such possible infringement in the course of performing any work hereunder, Company shall immediately so notify Client in writing. Company shall indemnify, defend, and hold Client harmless from, against and with respect to any such alleged or actual infringement, and for any liability, debt, or other obligation arising out of or as a result of or relating to the Agreement, the performance of the Agreement, or any Company Code Content, other than Client’s responsibilities and Client Content, provided, that Client will cooperate fully with Company in connection with investigating, responding to, defending, and avoiding liability for any claim, including but not limited to permitting Company to modify Client’s Website (as deployed or intended to be deployed at the domain name specified in the Order, or such other domain name(s) as Client determine, the “Website”) or Company Code Content to conform to applicable law or any accommodation reached with a claimant, and Company will have no liability to Client if a necessary accommodation to a claimant requires aesthetic modification of web pages, the Website, or other Company Code Content. This indemnification includes without limitation reasonable attorney’s fees and expenses, except that Company may, at its election, defend against the allegations using counsel reasonably acceptable to Client, and in order to qualify for such defense and payment, Client must: give Company prompt written notice of a claim, and allow Company to control, and fully cooperate with Company in such defense and related negotiations. Company’s total liability for each Service under the Agreement will not exceed the amount of the Support Fee actually paid by Client to Company for the specific Service provided under the Agreement.
b. Client Indemnity. Client shall indemnify and hold harmless Company ((and its subsidiaries, affiliates, directors, officers, agents, employees and contractors) of, from and with respect to any and all loss, cost, claim, damage, liability and expense (including, but not limited to, reasonable attorney’s fees and all related costs and expenses) incurred by Company as a result of any claim, judgment, or adjudication against Company related to or arising from any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by Client to Company (the “Client Content”), or a claim that Company’s use of the Client Content infringes the intellectual property rights of a third party. To qualify for such defense and payment, Company must: give Client prompt written notice of a claim; and allow Client to control, and fully cooperate with Client in, the defense and all related negotiations.

8. Representations and Warranties.
a. Company makes the following representations and warranties to Client:
i. No Conflict. Company is under no obligation or restriction that would in any way interfere or conflict with the work to be performed by Company under this Agreement. Company may currently be working on one or more similar projects for other clients. Provided that those projects do not interfere or conflict with Company’s obligations under the Agreement, those projects will not constitute a violation of this provision of the Stancons.
ii. Disclaimer of Warranties. Company does not warrant a. that the functions contained in its web pages or the Website or other Company Code Content will meet Client’s requirements, or b. that the operation of the web pages or Website or other Company Code Content will be uninterrupted or error-free, or c. that the Services respecting development, coding, bug fixes, design, design implementation, creative direction, technical support, technical consulting, database modification, web or design business best practices consulting, or assessment of Client’s systems, software and/or hardware will satisfy Client’s requirements in all respects. The entire risk as to the quality and performance of the web pages and Website and Company Code Content is with Client. Except as otherwise specified in these Stancons, Company provides its services “as is” and without warranty of any kind. The limited warranties set forth in this Section are the sole and exclusive warranties provided by each party, and each party disclaims all other warranties, express or implied, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose, relating to the Agreement, performance or inability to perform under the Agreement, the content, and each party’s computing and distribution system. If any provision of the Agreement is unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from the Agreement and will not affect the validity and enforceability of any remaining provisions.
iii. Limitation of Liability. In no event will either party be liable to the other for any indirect, special, exemplary or consequential damages, including but not limited to any implied warranty of merchantability or fitness for a particular purpose or implied warranties arising from course of dealing or course of performance, lost profits, whether or not foreseeable or alleged to be based on breach of warranty, contract, negligence or strict liability, arising under the Agreement, loss of data, or any performance under the Agreement, even if such party has been advised of the possibility of such damages and notwithstanding the failure of essential purpose of any limited remedy provided herein. The maximum remedy available to either party is any amount paid by Client to Company hereunder. Company makes no warranty of any kind, whether express or implied, with regard to any third party products, third party content or any software, equipment, or hardware obtained from third parties.
b. Client makes the following representations and warranties to Company:
i. Client represents to Company and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Company for inclusion in the Website or otherwise in connection with the Services are owned by Client, or that Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Company and its subcontractors from any claim or suit arising from the use of such elements furnished by Client.
ii. From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. Client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Company and its subcontractors from any claim, suit, penalty, tax, or tariff arising from Client’s exercise of Internet electronic commerce.
iii. Confidentiality. Each of the parties shall hold the other party’s proprietary and confidential Information in strict confidence. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer-retained information, notes, or financial information, code, programmer’s notes, and computer software. Proprietary or Confidential Information does not include any information which: is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; was previously known to the receiving party or rightly received by the receiving party from a third party; is independently developed by the receiving party; or is subject to disclosure under court order or other lawful process, but only to the extent of such order or process. The parties shall not make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in these Stancons, or otherwise required by law. Each party’s proprietary or confidential information will remain the sole and exclusive property of that party. In the event of use or disclosure by the other party other than as specifically provided for in these Stancons, the non-disclosing party may be entitled, in addition to damages, to equitable relief. Termination or expiration of the Term of the Agreement notwithstanding, Company and Client shall hold any and all Proprietary or Confidential Information confidential hereunder for a period of five (5) years from the later of the date of termination or expiration of the Agreement, and the date on which Client ceases to make the Website, or any part of it, available on the Internet or in a public location.

9. Force Majeure. Neither party will be liable for, or will be considered to be in breach of or default under the Agreement on account of, any delay or failure to perform as required by the Agreement (except with respect to the obligation to pay money, which shall not be affected by this Paragraph 7), as a result of, war, insurrection, earthquake or other natural disaster, labor strike, any similar causes or conditions that are beyond such Party’s reasonable control, and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected party will give prompt written notice to the other party, and will use commercially reasonable efforts to minimize the adverse consequences of the event to the other party.

10. Relationship of Parties.
a. Independent Contractor. Company, in rendering performance under the Agreement, will be and be deemed for all purposes an independent contractor, and nothing contained herein will constitute the Agreement to be an employment arrangement, a joint venture, or a partnership. Company will be solely responsible for and shall hold Client harmless from, against and in respect of any and all claims for taxes, fees, or costs, including but not limited to withholding tax, income tax, FICA, and workers’ compensation premiums and contributions.
b. No Agency. Neither party hereto is or will be deemed to be the agent of the other party in any respect, any other provisions of the Agreement to the contrary notwithstanding.

11. Notice and Payment.
a. Any notice required or permitted to be given under this Agreement will be in writing and may be delivered personally or by Fedex to the designated party or mailed by certified, registered or express mail, return receipt requested, as follows:
If to Company: To the address listed on Company’s then current website.
If to Client: To the most recent contact information maintained by Company in its records.
b. Either party may change the address to which notice is to be sent to it, by written notice to the other party as provided herein.

12. Jurisdiction; Disputes. This Agreement will be governed by and construed and enforced in accordance with the laws of the State of Texas, without reference to principles of conflicts of law. All disputes under the Agreement will be resolved by litigation in the courts of the State of Texas, including but not limited to the federal and state courts sitting therein. Each of the parties consents to the jurisdiction of such courts, consents to accept service of process by mail, and hereby waives any jurisdictional or venue defenses otherwise available to it.

13. Agreement Binding on Successors. The provisions of the Agreement will be binding upon and inure to the benefit of each of the parties hereto, and their respective heirs, administrators, successors and assigns.

14. Assignability. Client may not assign the Agreement or its rights or obligations hereunder to any third party without the prior written consent of Company. Company reserves the right to assign subcontractors as needed to this project, to increase the likelihood of on-time completion.

15. Waiver. No waiver by either party of any default shall be deemed a waiver of any prior, contemporaneous or subsequent default of the same or any other provision of the Agreement.

16. Severability. If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision, and such invalid term, clause or provision shall be deemed to be severed from the Agreement.

17. Integration. The Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof, revokes and supersedes any and all prior agreements between the parties, and is intended as a final expression of their agreement. The Agreement will not be modified or amended except in writing signed by the parties hereto, and specifically referring to the Agreement. In the event that any term or provision of the Stancons conflicts with any other term or provision of the Agreement, the provisions of the Stancons will be governed by such other term or provision.

18. No Inference Against Author. No provision of the Agreement will be interpreted against any party because such party or its legal representative drafted such provision.

19. Collection Costs. In the event that Company expends any effort or expense in an attempt to enforce or collect payment of any fees or other amounts due Company hereunder, Client will bear and pay all reasonable costs and fees incurred by Company in connection with the investigation and collection thereof, including but not limited to reasonable fees and expenses of counsel.

20. Interest on Overdue Amounts. Any amounts which become due to Company under this Agreement and which remain unpaid for fifteen (15) days after the date upon which they become due will bear interest at the rate of 15% per annum, compounded monthly, or, if lower, the highest rate permitted by applicable law.

21. No Consent to Extend Additional Credit. This provision does not constitute a consent or agreement on the part of Company to extend or postpone the time of any payment beyond the scheduled date for payment hereunder.

22. Read and Understood. Each Party acknowledges that it has read and understands the Agreement, including but not limited to the Stancons, and will be bound by its terms and subject to its conditions.

23. Duly Authorized Representative. Each party represents and warrants to each other party that its representative who purports to act as the representative, agent or officer of such party, is duly authorized by all necessary and appropriate corporate actions to execute the Agreement.