Project Terms
1. Web Design
Monocle will design a website (“Web Design”) to be published on the Client’s selected hosting service (“Hosting Service”). The Client hereby authorizes Monocle to access the Hosting Service account and provide “full access” to necessary accounts, such as database accounts, to complete the Web Design. Monocle will take reasonable care in accessing and managing these accounts but assumes no liability for issues arising from such access unless caused by gross negligence or willful misconduct.
Monocle will make reasonable efforts to design a fully functional website compatible with popular and current browsers and operating systems but does not guarantee functionality in browsers or platforms that are more than three (3) years old or no longer supported by their developers.
Monocle retains the right to display a notation crediting Monocle as the designer of the site, along with a link to Monocle’s website, on the homepage of the completed Web Design.
2. AI-Powered Services
Monocle utilizes content generation and lead generation systems powered by IronWood to enhance workflows and client engagement. All terms and conditions related to these systems are governed exclusively by IronWood’s terms of service, which can be found at https://ironwoodai.com/project-terms.
Monocle disclaims all responsibility for the functionality, accuracy, compliance, or outcomes associated with IronWood’s systems. Clients are advised to review and adhere to IronWood’s terms of service for any issues or questions arising from the use of these systems.
3. Payment Terms
Payments are due as specified in the project agreement. If payment is more than thirty (30) days past due, Monocle may cease providing services without further notice. Payments overdue by more than thirty (30) days are subject to a late fee of three percent (3%) per month, compounded monthly, subject to applicable laws.
Ownership of deliverables, including the Web Design and content, remains with Monocle until full payment has been received. All payments are non-refundable except as provided under Section 15 of this Agreement.
4. Client Content
“Client Content” refers to any materials provided by the Client for use in the Web Design or other deliverables, including images, artwork, trademarks, graphics, audio, video, or text. The Client warrants that all Client Content will comply with applicable laws and will not infringe third-party rights.
Monocle reserves the right to remove or refuse to incorporate any Client Content that it deems to be obscene, threatening, malicious, or unlawful. Providing non-compliant content constitutes a material breach of this Agreement.
5. Proprietary Rights of Client
The Client retains all ownership rights to Client Content. Nothing in this Agreement grants Monocle ownership rights in the Client Content except as necessary to perform services under this Agreement.
6. Proprietary Rights of Monocle
Monocle retains ownership of all pre-existing intellectual property, including trade secrets, methodologies, and processes related to its services (“Monocle Materials”). Monocle grants the Client a perpetual, royalty-free license to use Monocle Materials embedded in deliverables for the Client’s internal business purposes.
The Client owns all deliverables, including Web Design materials, created specifically for the project. However, Monocle retains the right to use elements of the deliverables, excluding Client Content, in future projects, provided it does not infringe upon the Client’s proprietary rights.
7. Confidentiality
Each party agrees to protect confidential information disclosed during the Agreement (“Confidential Information”) and not disclose it to third parties except as necessary for performing the services. This obligation survives for five (5) years after the termination of the Agreement. Remedies for breaches include injunctive relief and damages.
8. Indemnification
The Client agrees to indemnify, defend, and hold harmless Monocle and its representatives from any claims, damages, or liabilities arising from:
The Client’s breach of warranties or obligations under this Agreement.
Negligence or willful misconduct by the Client.
Third-party claims related to Client Content.
Monocle’s liability for indemnification will not exceed the fees paid under this Agreement.
9. Limitation of Liability
Monocle’s liability for damages arising under this Agreement is limited to the total fees paid by the Client. Monocle is not liable for indirect, consequential, or punitive damages, or damages resulting from third-party system failures, Acts of God, or events beyond its reasonable control.
10. Termination
Either party may terminate this Agreement for material breach if the breach is not remedied within thirty (30) days of notice. Upon termination, Monocle will provide deliverables completed to date, and the Client will pay any outstanding fees. Ownership of deliverables remains with Monocle until payment is complete. These deliverables are provided “as is,” without warranty of any kind, and Monocle shall have no obligation to complete, revise, or correct such deliverables unless agreed upon in a separate written agreement.
11. Governing Law and Venue
This Agreement is governed by the laws of the State of North Carolina. Any disputes will be resolved in the courts of Durham County, North Carolina, or the U.S. District Court for the Middle District of North Carolina.
12. Dispute Resolution
Before pursuing legal action, both parties agree to attempt mediation in good faith. If mediation fails, disputes will be resolved through binding arbitration in Durham County, North Carolina.
13. Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations or agreements. Amendments must be in writing and signed by both parties.
14. Notices
Notices under this Agreement must be in writing and sent to the addresses provided in the agreement or updated in writing by the receiving party. Notices are deemed delivered upon receipt or four (4) days after mailing by certified mail.
15. Survival
Provisions relating to confidentiality, proprietary rights, limitation of liability, indemnification, and payment obligations survive termination or expiration of this Agreement.
16. No Waiver
Failure to enforce any provision of this Agreement does not constitute a waiver of the right to enforce it later.
17. Headings
Headings are for reference only and do not affect the interpretation of this Agreement.