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Platform services agreement

This PLATFORM SERVICES AGREEMENT (“Agreement”) is an agreement between You (“You” “Your”) and Fine Art Labs, a division of Ahhha Web LLC,a Delaware limited liability company (“Company” or “Fine Art Labs” or “FAL” or “We” or “Us”), governing the provision and use of licensed software (the “Software”) and other web site related services (the “Services”) necessary for the creation and operation of an Online Web Store for the sale of fine art related merchandise. This agreement becomes effective on the date you sign and accept our Proposal for Software and Services and governs all interactions between us whether or not the Software or Services are a part of the Proposal for Software and Services.

 

SCOPE and REQUIREMENTS

It is your responsibility to ensure that we have included all of the requirements for Software and Services which you expect us to provide and that we fully understand your expectations. You must provide us with clear guidelines for the design, workflow and functional requirements of the Software and Services that we deliver to you. When such details are not provided, we will proceed with our understanding of the requirements. At a later stage, if a discrepancy arises, it may lead to additional costs to accommodate the changes. Thus, it is essential that you clarify every aspect of your website development and ensure that we have understood your requirements properly.

 

CHARGES

Invoices for costs described in our Proposal for Software and Services will be due according to the schedule defined in the Proposal for Software and Services.  All invoices are due upon receipt.  Charges for any Software or Services, including any third-party products or services, not included in the Proposal for Software and Services will be invoiced at the end of the month in which the Software or Services were requested.

 

Any revisions to an already completed task may incur additional charges. Any changes in the design after the design approval will be subject to additional charges. Any functional modifications requested that are not part of the Proposal for Software and Services will incur additional charges. All additional work, over and above the Software and Services that are contained in the Proposal for Software and Services will be charged separately. Any request for Software or Services you submit will be assumed to be an order for us to provide such Software or Services and you will be billed accordingly.

 

TIMELINESS

The provision of Software and Services covered by this agreement have inherent costs for planning, setup time, testing, documentation and delivery.

You agree to perform all tasks assigned to You as set forth in the Proposal for Software and Services and to provide all assistance and cooperation necessary to complete delivery of the Software and Services in a timely and efficient manner. If You make changes or additions to the requirements or fail to deliver information or materials in a timely manner You may be charged for additional stop and start time.

 

DELAYS

Unless negotiated and specifically agreed to in the Proposal for Software and Services, there is no deadline or fixed delivery date for the Software or Services.  Fine Art Labs will not be liable for any delays in the delivery of Services.

 

CANCELLATION or ABANDONMENT

You and We will work together to complete the Online Web Store in a commercially reasonable manner. If you are supplying the content for your Online Web Store You must provide Us with complete text and graphics within two (2) weeks of your acceptance of the Proposal for Software and Services unless otherwise noted.  If You have not submitted complete text and graphics content within three (3) weeks following acceptance of the Proposal for Software and Services, an additional continuation fee of ten percent (10%) of the total cost of services specified in the Proposal for Software and Services may be assessed each month until the Online Web Store is published.

If we are providing the text and/or graphics for the Online Web Store then you must provide us with any specific criteria or guidance that you require in writing within two weeks following acceptance of the Proposal for Software and Services.  Otherwise, we will use our best efforts to create the necessary text and graphics and any changes will incur additional charges.

You are responsible for the full cost of the Software and Services specified in the Proposal for Software and Services.  If you cause a delay in the delivery of Services by failing to deliver requested information or materials for more than 45 days, we may declare the Agreement abandoned and bill you for the full amount specified in the Proposal for Software and Services plus any additional costs incurred as part of the delivery of services you requested.

 

MATERIALS

You warrant to us that you have rightful permission to use any text, graphics, photos, designs, trademarks and other artworks you supply to us for the purpose of inclusion in your Online Web Store. You agree to indemnify Us from any claim or suit arising from these elements supplied by You.

Fine Art Labs only uses only properly licensed or original material in all design works. All copyright and licensing rights belong to Fine Art Labs. You may request copies of original files or proof of licensing for visual elements used within your Online Web Store however provision of such material does not create a transfer of ownership.

3rd PARTY SERVICES & COMPONENTS

3rd party services and components such as Payment Gateways, Domain Registration, Email Services or Image Libraries may be incorporated into the Services provided for the development and operation of the Online Web Store but remain your responsibility.  Unless otherwise agreed to in the Proposal for Software and Services, you will be responsible for the cost of all such 3rd Party services and components.

 

OTHER RELATED SERVICES

Web design, graphic arts, copywriting, search engine marketing, social media services, pay per click advertising support and other such services may be provided to you under a separate arrangement.  All such services are subject to the terms of this Platform Services Agreement.

 

OWNERSHIP

You retain all applicable rights to any materials that you supply to Us for use in your Online Web Store.  We retain ownership of all software, code, graphics, methods, tools, functions, designs ideas and any other intellectual property or materials that we license to you for use in your Online Web Store.  You have usage rights to the work and materials that we license to you only so long as you agree to pay the associated fees and charges.  Nothing in these terms and conditions or in any related agreement, including the Proposal for Software and Services, conveys any ownership right to our work to you.

 

INVOICES AND PAYMENTS

Payments are due when invoices are issued.  An invoice is deemed to be past due if the payment has not been made within 5 days of the date of the invoice. Late fees and charges: All outstanding invoices will be subject to a late fee of 10% of the outstanding amount plus an administration fee of $25 each month until paid.

If any outstanding balance becomes past due for more than 30 days we reserve the right to disable the hosting and all associated services until all outstanding charges have been settled and acceptable arrangements have been made for the payment of future charges. Additional charges will be applicable to re-enable the hosting. We will not be responsible for any loss of data, files, emails, backups, restoration costs etc.

 

INTEGRATIONS & THIRD PARTY SOFTWARE or SERVICES

You are responsible for making, at your own expense, any changes or additions to your current systems, offline software, hardware or other business processes that may be required to support operation of the Online Web Store. You are responsible for identifying any existing features, tool, functions, third party software or services or any other aspect of your existing operation that you expect to be supported by our Services.

 

USER INTERFACE COMPATIBILITY

Our Online Web Store is tested on PCs using current versions the Microsoft Edge, Mozilla Firefox, Google Chrome & Macintosh Safari browsers. If you wish to have testing and compatibility with any other browser, please make arrangements with us in advance.

 

HOSTING

Our hosting services are located in a managed node provided by Digital Ocean.  Fine Art Labs ensures best to our ability that our systems and servers are protected from hackers, viruses, intruders and other online and offline problems, however we will not be held liable for any disruption of services if such a situation arises.