One-and-Done Service Agreement
This Service Agreement (this "Agreement"), shall commence and be enforceable with respect to each Program participant upon the date that the participant initially registers for the Program (the "Effective Date"), is by and between
Josie Gruber
Bespoke Digital Solutions
PO Box 624
Oberlin, OH 44074
USA
440-707-6118
(hereinafter "Service Provider")
and
You (hereinafter “Client” or “You” and together with Service Provider, the "Parties", and each a "Party")
WHEREAS, Service Provider has the capability and capacity to provide certain services, as outlined in this agreement; and
WHEREAS, Client desires to retain Service Provider to provide said services, and Service Provider is willing to perform such services under the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Service Provider and Client agree as follows:
1.    Services
Service Provider shall provide to Client the services (the “Services”) set out in the statement of work, which is detailed below as Exhibit A (the “Statement of Work”). The Statement of Work shall not be modified or expanded except by written agreement of the Parties.
If Client delays submission of homework and/or other information is not received on time, it will cause delays and may result in a $300 rescheduling fee to rebook either the entire project or any remaining work that is left.
2.    Fees and Expenses
2.1Â Â Â Â Payment Schedule
In consideration of the provision of the Services by the Service Provider and the rights granted to Client under this Agreement, Client shall pay the total amount of the One-and-Done Website service, which is due and payable as described below:
Payment is due in full before the Service Provider begins the work.
2.2    Expenses
The Service Provider will not pay out of pocket for expenses related to the Client's website. The Client is expected to acquire the required subscriptions prior to the Service Provider beginning work on the website.
2.3    Payment Before Work Begins 
Payment in-full, as described in 2.1, must be received before Service Provider will begin work. In the event that Client fails to make any additional payment required by this Agreement, Service Provider shall immediately cease all work until payment is made.
2.4    Refund Policy
When contracting Service Provider to perform Services, the Service is non-refundable once work begins. Pre-paid service packages are non-refundable, non-transferable, and may not be resold. Ownership of any pre-paid service packages will remain with the original purchaser due to the custom nature of service provided.
Client’s satisfaction with completed work is of utmost importance. Any errors and omissions will be addressed, and delivery of final creative projects are always subject to Client approval on final drafts.
3.    Limited Warranty and Limitation of Liability
Service Provider warrants that it shall perform the Services:
a.    In accordance with the terms and subject to the conditions set out in the Statement of Work and this Agreement.
b.    Using personnel of commercially reasonable skill, experience and qualifications.
c.   In a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services.
4.    Confidentiality
From time to time during the Term of this Agreement, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”), non-public, proprietary, and confidential information of Disclosing Party that, if disclosed in writing or other tangible form is clearly labeled as “confidential,” is identified as confidential when disclosed, or which the Receiving Party should reasonably know to be confidential (“Confidential Information”); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party's breach of this Section 7; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party's possession prior to Disclosing Party's disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information.
The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s Group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement.
If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party's sole cost and expense, a protective order or other remedy.
5.    Term and Termination
5.1Â Â Â Â Start and End
This Agreement shall commence as of the Effective Date and and be enforceable with respect to each Program participant upon the date that the participant initially registers for the Program and/or shall continue thereafter until the completion of the Services or until terminated pursuant to Section 5.4, unless sooner terminated pursuant to Section 5.2 or Section 5.3.
5.2    Defaulting Party
Either Party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party”), if the Defaulting Party:
a.    Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 15 days after receipt of written notice of such breach.
b.    Becomes insolvent or admits its inability to pay its debts generally as they become due.
c.    Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 business days after filing.
d.    Is dissolved or liquidated or takes any corporate action for such purpose.
e.    Makes a general assignment for the benefit of creditors.
f.    Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
5.3    Termination Due to Lack of Payment
Service Provider may terminate this Agreement before the expiration date of the Term on written notice if Client fails to pay any amount when due hereunder and such failure continues for 15 days after Client's receipt of written notice of nonpayment.
5.4    Ongoing Relationships / Retainer
If the Statement of Work describes an ongoing relationship or retainer situation, this Agreement shall continue until terminated by one of the Parties. Either Party may terminate the Agreement without cause by providing written notice prior to any ongoing monthly fee payment deadline. In the event of termination under this provision, the Service Provider shall continue to provide service through the end of the period for which the fees have been paid.
6.     Limitation of Liability
IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
7.     Taxes
Service Provider will be responsible for reporting Service Provider’s own tax liability based on sales. Client may treat the purchase as a tax-deductible business / educational expense to their business.
8.    Obligation of the Client
Client warrants that they have the right to have the Services performed and has obtained necessary licenses and approvals. The Client shall indemnify and hold harmless the Service Provider from and against all consequences of any failure in this respect.
The Client shall use reasonable endeavors to supply to the Service Provider any instruction, decision, consultation and approvals, and any relevant data and information in the possession of the Client or any of their agents which the Service Provider may require to carry out the services. The Service Provider shall not be liable for the consequence of any inaccuracies or omissions in the data or information provided by the Client to the Service provider.
9.    Entire Agreement
This Agreement, including and together with the Service Provider's Terms and Conditions and attached Statement of Work constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.
10.    Severability
If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
11.    Amendments
No amendment to or modification of this Agreement is effective unless it is in writing and signed by each Party.
12.    Waiver
No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
13.     Assignment
Client shall not assign, transfer, delegate or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Service Provider. Any purported assignment or delegation in violation of this Section 13 shall be null and void. No assignment or delegation shall relieve the Client of any of its obligations under this Agreement.
14.    Relationship of the Parties
The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
15.    No Third-Party Beneficiaries
This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
16.    Choice of Forum
Each Party irrevocably and unconditionally agrees that any dispute arising under or related to this Agreement shall be resolved exclusively through arbitration to be held in Oberlin, Ohio under the rules of the American Arbitration Association / in the state or federal courts with jurisdiction for cases arising in Oberlin, Ohio. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such arbitration and agrees to bring any such dispute only in such forum. Each Party agrees that a final judgment by such arbitration is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
17.     Counterparts
This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.
18.    Force Majeure
The Service Provider shall not be liable or responsible to Client, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Service Provider including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage, provided that, if the event in question continues for a continuous period in excess of 15 days, Client shall be entitled to give notice in writing to Service Provider to terminate this Agreement.
19.    Written and/or Video Testimonial Release
Client acknowledges any written and/or video testimonials via social media or the Service Provider's feedback form (the “Testimonial”) made on behalf of Service Provider may be used in connection with publicizing and promoting the Service Provider’s services. Client authorizes Service Provider to use Client’s name, image, likeness, brief biographical information, and Client testimonials for this purpose.
Client hereby irrevocably authorizes Service Provider to exhibit, publish or distribute the Testimonial for purposes of marketing and promoting the Service Provider’s services. These statements may be used in printed publications, multimedia presentations, on websites or in any other distribution media. Client agrees that Client will make no monetary or other claim against Service Provider for the use of the statement.
Client waives any right to inspect or approve the finished product, including edited written copy or edited video wherein Client likeness or Client testimonial appears. Service Provider will limit edits to Testimonials for purposes of clarity and brevity only.
20.    Scope Creep
Service Provider allows for a 10% variance in the scope of the project. If a newly requested service or task will take be outside of that variance, Service Provider will communicate the cost to move forward. The Client’s written agreement and payment will be required before the Service Provider will proceed.
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Exhibit A: Statement of Work
The Service Provider will provide the services following the relative project dates outlined below. Actual dates may vary, depending on the Service Provider's schedule availability.
Project Dates:
Note: If your homework and/or other feedback is not received following the below timeline, it will cause delays and may result in a $300 rescheduling fee to rebook either the entire project or any remaining work that is left.
Program Purchase Date | Day 0
Homework Due | Day 14
Website Building & Revisions | Day 15 - Day 30 (depending on Service Provider's schedule availability)
Website Launch | by Day 30 (depending on Service Provider's schedule availability)
