1:1 Services Terms and Conditions
To begin 1:1 services with Annie Frisbie (virtual consult, customization services, website services), you will pay in full through the Paperless IBCLC store. You will receive a receipt immediately. All 1:1 services are paid in advance and no refunds will be given.
Within 7 days Annie Frisbie will send you a project launch email detailing your next steps. You will be asked to complete one or more surveys, and you will asked to provide me with files, graphics, photos, and other material necessary for Annie Frisbie to complete services. You may choose your own deadline to submit these materials using Annie Frisbie’s calendars. If Annie Frisbie does not receive a response from within sixty (60) days, I can close out your account and not perform any additional work, barring unforeseen circumstances. No refunds will be given. Work will commence on the start date chosen by you, and will be completed within the time frame stated on the FAQ provided to you at the start of the project.
The work performed by Annie Frisbie shall be in substantial conformity with the material provided to her by you. All materials to be supplied by you may be provided through upload to a dedicated Dropbox folder created for you. Files will be provided in standard word processing format or, if images, as .jpeg or .png. .PDF is appropriate for any files that will not need to be altered, edited, or copied. By providing materials to Annie Frisbie, you attest that you have the rights to any material provided to FRISBIE by you, including but not limited to photographs, text, handouts etc.
Annie Frisbie agrees to notify you promptly of any factor, occurrence, or event coming to its attention that may affect her ability to meet the requirements of this Agreement, or that is likely to occasion any material delay in the Schedule.
The prices set forth above are inclusive of Annie Frisbie’s expenses. Except as expressly agreed otherwise in writing by you, Annie Frisbie shall bear all of its own expenses arising from its performance of its obligations under this Agreement, including (without limitation) expenses for facilities, work spaces, utilities, management, clerical and reproduction services, supplies, and the like. You shall have no obligation to provide office space, work facilities, equipment, clerical services, programming services, or the like. Annie Frisbie owns the license for any software purchased by her towards the completion of your project; once any license expires, it is your responsibility to purchase your own.
You are required to create necessary accounts with any software, cloud-based system, web host, web builder, or system that you hire Annie Frisbie to customize, design, or develop and that you will own after the creation of this project.
Annie Frisbie shall treat this project as confidential. After you have approved the project completion, Annie Frisbie may list you as a client of Paperless IBCLC, LLC and may include a link to your website on the Paperless IBCLC Web Site. If you provide a testimonial, Annie Frisbie has permission to list your testimonial on her website and use it in any advertising or social media campaigns without prior approval from you.
Except as set forth below, all elements of all Deliverables shall be exclusively owned by you and shall be considered works made for hire by Annie Frisbie for you. Except as set forth below, you shall exclusively own all United States and international copyrights and all other intellectual property rights in the Deliverables. It is understood and agreed that additional materials added to your website in the future by Annie Frisbie may belong exclusively to Annie Frisbie however, the parties agree that the ownership of any such future materials will be mutually agreed to by the parties.
In performing services under this Agreement, Annie Frisbie agrees not to design, develop, or provide to you any items that infringe one or more patents, copyrights, trademarks, or other intellectual property rights (including trade secrets), privacy or other rights of any person or entity. If Annie Frisbie becomes aware of any such possible infringement in the course of performing any work hereunder, Annie Frisbie shall immediately so notify you in writing. Annie Frisbie agrees to indemnify, defend, and hold you, its officers, directors, members, employees, representatives, agents, and the like harmless for 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 (a) the Agreement, (b) the performance of the Agreement, or (c) the Deliverables. This indemnification shall include attorneys’ fees and expenses, unless FRISBIE defends against the allegations using counsel reasonably acceptable to you. Annie Frisbie total liability under this Agreement shall not exceed twice the amount of revenue derived by Annie Frisbie under this Agreement.
Annie Frisbie represents and warrants that it is under no obligation or restriction that would in any way interfere or conflict with the work to be performed by Annie Frisbie under this Agreement. You understand that Annie Frisbie is currently working on one or more similar projects for other clients. Provided that those projects do not interfere or conflict with Annie Frisbie’s obligations under this Agreement, those projects shall not constitute a violation of this provision of the Agreement.
Annie Frisbie represents and warrants that (1) all Deliverables shall be prepared in a workmanlike manner and with professional diligence and skill; (2) all Deliverables will function under standard HTML 3 conventions; (3) all Deliverables will conform to the specifications and functions set forth in this Agreement; and (4) Annie Frisbie will perform all work called for by this Agreement in compliance with applicable laws. Annie Frisbie will repair any Deliverable that does not meet this warranty within a reasonable period of time if the defect affects the usability of your website or platform, and otherwise will repair the defect within 72 hours, said repairs to be free of charge to you.
This warranty shall extend for the life of this Agreement. This warranty does not cover links that change over time, pages that become obsolete over time, content that becomes outdated over time, or other changes that do not result from any error on the part of Annie Frisbie.
You may, at your sole option, terminate any or all work outstanding, or any portion thereof, immediately upon written notice. Upon receipt of notice of such termination, Annie Frisbie shall inform you of the extent to which performance has been completed through such date, and collect and deliver to you whatever work product and Deliverables then exist in a manner prescribed by you. No refunds will be provided.
This Agreement may be terminated by either party upon thirty (30) days written notice to the other party in the event of a breach of a material provision of this Agreement by the other party, provided that, during the thirty (30) days period, the breaching party fails to cure such breach.
Neither party shall be liable for any loss or delay resulting from any force majeure event, including acts of God, fire, natural disaster, labor stoppage, war or military hostilities, or inability of carriers to make scheduled deliveries, and any payment or delivery date shall be extended to the extent of any delay resulting from any force majeure event.
This Agreement may be executed in several counterparts, all of which taken together shall constitute one single Agreement between the parties.
This Agreement shall be governed by the laws of New York. All disputes hereunder shall be resolved in the applicable state or federal courts of New York. The parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available.
This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, administrators, successors and assigns.
No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement.
If any 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 provision and such invalid provision shall be deemed to be severed from the Agreement.
The Agreement is personal to Annie Frisbie and may not be assigned by any act of Annie Frisbie or by operation of law unless in connection with a transfer of substantially all the assets of Annie Frisbie or with your consent, which consent shall not be unreasonably withheld.
This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their Agreement.
It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may be in conflict therewith.