I the undersigned hereby authorize Mobius to proceed with the work described on the front side of this form.
I further agree:
0. As Available: The service is provided on an "as is, as available" basis. Mobius assumes no responsibility for loss of business due to failure of Mobius' provider equipment or connections. Any reimbursement for any losses due to disruption of service by Mobius or its provider is hereby limited to a pro-ration of fees paid by the client to Mobius for that .disruption.
1. Acceptance. The price quote on the front hereof expires 10 days after being tendered. This contract becomes final and binding upon acceptance as evidenced by Buyer's signature on the front or back hereof
2. Stop Order. If for any reason the Buyer cancels this order, Buyer agrees to pay for all costs and expenses incurred by Mobius in the performance of this agreement including but not limited to costs of subcontractors, typesetting, camera and scanning work and production costs plus a fee of fifty percent (50%) of the contract price specified herein, as its profit under the contract. A request by Buyer to stop work without cancelling the contract which continues for more than 30 days shall be treated as a Change Order under paragraph 4 hereof.
3. Portfolio. Unless otherwise specified in writing on the front hereof Buyer will provide five percent ( 5% ) of the copies of the project (not to exceed 100 copies) to Mobius as archive copies at no cost to Mobius. This paragraph does not apply to web site development which has no non-electronic aspect.
4. Change Orders. Any changes requested by Buyer may increase the final cost of the project described, and will render any prior estimate void Unless Buyer requests an amended estimate prior to ordering changes. Buyer agrees to pay all charges incurred due to a change order even if such charges are in excess of a prior price quote.
5. Under/Over Runs. Due to circumstances beyond the control of Mobius, web site creation, print runs, and other facets of the creative process may be over or under by 10%. Unless otherwise specified in writing on the front side of this form. Buyer agrees to accept the number of copies actually produced, and the other quantitative facets of this project within this tolerance, and will be billed accordingly.
6. Schedules. A production schedule, if established, shall be stated on the front of this Agreement. Neither party hereto shall be responsible for delays on the production schedule due to factors beyond their control.
7. Time for Payment. All payments are due and payable (a) in full upon execution of this agreement if the estimate is for $1,000 or less; if for more than $1,000, then the greater of $1,000 or fifty percent (50%) of the estimate is due upon execution of this agreement. Any balance is due and payable at the time at which Buyer is notified of the availability of the goods or services as specified herein, for their intended use, and is delinquent ten (10) days thereafter. Mobiushas no obligation to provide goods or services to Buyer until payment in full is tendered.
8. Credit. Buyer represents that Buyer is able to pay debts as they become due, and is not insolvent within the meaning of the Federal Bankruptcy Act.
9. Time and Place of Delivery. All services purchased under this Agreement shall be delivered or stored as specified on the front of this agreement. Mobius will give Buyer notice that services specified herein are available for review by Buyer. Services may be delivered to Buyer all at one time or in such lots as defined by Mobius. Mobius is under no obligation to publish any web site materials electronically or otherwise prior to Buyer approval of those materials.
10. Late Payments. Any account which is not paid in full within the time specified in paragraph 7 shall incur a late payment fee equal to 19.2% per annum (1.6% per month) of the outstanding balance, compounded monthly.
11. Buyer's Inspection of Goods. Buyer has the obligation to inspect final proofs within one business day of submittal. Failure the Buyer to object to any final proof, or the request of Buyer to proceed after having been tendered a final proof, is deemed acceptance thereof. Buyer also has an obligation to inspect goods within one business day of delivery. Failure of Buyer to object to delivered goods, copy, transference or removal of materials from Mobius's web site(s), or use of goods for intended purpose, is deemed acceptance of goods. Delivered goods which are substantially similar to final proof specifications are deemed acceptable regardless of formal Buyer acceptance.
12. Ownership of Product. Unless specifically agreed, Mobius retains ownership of all programming, masters, original works of art and the like and all copyrights for works developed by Mobius.
13. Limitation on Damages. Mobius shall not be liable to Buyer for any damages to any property of Buyer except due to willful misconduct on the part of Mobius. In no case shall Mobius be liable to Buyer for any consequential damages resulting from work performed hereunder. Any recovery of damages by Buyer against Mobius shall be limited to and in no case exceed fifty percent ( 50% ) of the full annual contract price specified herein.
11. Hold Harmless. The Buyer will Hold Harmless, Indemnify and Defend Mobius against loss incurred as a result of claims or proceedings brought against Mobius based on advertising or any other materials prepared, supplied, and/or approved by Buyer before, during or after publication.
15. Attorney Fees. In any action or proceeding between the parties to this Agreement, the prevailing party shall be entitled to an award of costs and attorney fees of that action or proceeding.
16. Arbitration. If any dispute arises under this Agreement, the parties agree to resolve through binding arbitration any dispute concerning a sum of money more than the applicable Small Claims Court limits.
17. Representative's Authority. The individual executing the face of this Agreement in a representative capacity represents and warrants that he or she has the authority to execute this agreement on behalf of the principal named herein. Such individual personally guarantees payment of any and all sums owed by the Buyer pursuant to this Agreement.