Terms of service

THIS AGREEMENT (the "Agreement") is made and entered into on the purchase date by and between Diesel Jack Media, LLC ("Agency") and the Company And/Or Individual Purchasing Services. ("Customer").

Customer desires to engage Agency, and Agency desires to accept such engagement, to perform certain services as set forth in this Agreement upon the terms and conditions set forth herein.

  • Services
    •
      1. Agency agrees to perform certain services according to specifications set forth in the purchased online services, which may be modified by the parties from time-to-time upon written agreement. Customer acknowledges that the project is limited to the scope set forth the online service description, which may be modified by the parties from time-to-time upon written agreement.

  • Term
    •
        1. The term of this agreement will be for the duration specified in the service description. Nonetheless, Agency reserves the right to terminate this contract at any time for any reason if, in Agency’s sole discretion, Agency is no longer able to service Customer’s needs or requirements at the level of quality typically representative of Agency’s work. If Agency elects to terminate the agreement by exercising this clause, Agency will refund Customer for any components of the Work Product that Agency has not yet completed at the time of Termination.  
  • Delivery
    •
        1. Agency agrees to use its best efforts to perform the tasks in accordance with the specifications and task description in service description, including, without limitation, completions of each milestone (if applicable) and delivery to Customer of all applicable deliverables. Customer acknowledges, however, that any delivery deadlines discussed are provided as estimates, and failure to deliver the Work Product by such deadlines will not result in a breach of this agreement. Customer further acknowledges that delays in providing Agency with the materials or information needed to complete the work product may result in an increased project duration. Any copyright or license related to the Work Product will not be transferred to Customer until payment for the Work Product is made in full.
  • Ownership Rights
    •
        1. Customer shall retain all of its intellectual property rights in any text, images, or other components it owns and transmits to Agency for use in its services hereunder.
        2. Customer will receive all rights for the full use of the services and deliverables.
  • Compensation
    •
      1. For all of the Agency’s services provided under this Agreement Customer agrees to pay Agency according to the payment schedules described in the online service description.

  • Non-Exclusivity 
    •
        1. Customer acknowledges that Agency may be and could be performing services for entities or individuals other than Customer including, without limitation, other creative, branding, or media creation for such other entities.
  • Warranty
    •
        1. Agency affirms that the services will be performed in a workmanlike manner, but no warranty is provided within the terms of this agreement. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, RESPECTING THIS AGREEMENT AND THE SERVICES PERFORMED HEREUNDER. Agency shall not be liable for any malicious use of the product, i.e., use or corruption by “hackers”, or any user error by Customer or any other third-party user.
  • Independent Contractor
    •
        1. Agency is retained as an independent contractor. Agency will be fully responsible for payment of its own income taxes on all compensation earned under this Agreement. Customer will not withhold or pay any income tax, social security tax, or any other payroll taxes on Agency’s behalf. Agency understands that it will not be entitled to any fringe benefits that Customer provides for its employees generally or to any statutory employment benefits, including, without limitation, worker’s compensation or unemployment insurance.
  • Equipment
    •
        1. Customer agrees to make available to Agency, for Agency’s use in performing the services required by this Agreement, such items of hardware and software as Customer and Agency may agree are reasonably necessary for such purpose.
  • Entire Agreement
    •
        1. This Agreement constitutes the entire agreement between Agency and Customer and all prior contracts, agreements, and discussions are merged into and reflected in this Agreement. This Agreement may only be modified in a writing signed by all parties.
  • Governing Law
    •
        1. This Agreement shall be governed by and interpreted in accordance with the laws of the State of North Carolina, without reference to conflict of laws principles. All disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of the North Carolina state and federal courts sitting in Durham County, North Carolina, and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts.
  • Indemnification
    •
        1. Limitation of Agency's Liability. Notwithstanding any other provisions contained in this Agreement, Customer hereby agrees to indemnify, defend, and hold harmless Agency, its officers, directors, and employees, from and against any and all claims, demands, losses, liabilities, actions, lawsuits, and other proceedings, judgments, and awards, costs, and expenses (including reasonable attorney’s fees), arising directly or indirectly, in whole or in part, out of any inaccuracy of the material supplied by Customer to the extent such materials infringe the rights of any third parties or violate United States law. 
        2. Limitation on Damages. No party shall be liable to the other party hereunder for incidental, consequential, or special damages or in any amount in excess of the fees paid by Customer to Agency.
        3. Failure to Perform. Agency shall not be liable for any delay in performance due to force majeure, including strikes, accidents, acts of God, or other delays beyond the control of Agency. If timely completion of the Work Product is prevented by any cause of force majeure, or any act of Customer, then such failure or delay shall not constitute default.
  • Use of Developed Services for Promotional Purposes
    •
        1. Customer grants Agency the right to use the end design developed hereunder for promotional purposes and to cross-link to it from other services and products developed by Agency. Customer also grants Agency the right to place Agency’s logo in the footer of the end product as a link-back to Agency’s website.
  • Waiver
    •
      1. The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such party’s right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.

  • Binding Effect
    • Each party represents and warrants that the person signing on its behalf below is duly authorized to do so and this Agreement binds the party, and that the execution of this Agreement does not violate any other contract, covenant, or agreement of that party.