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Prior results do not guarantee a similar outcome.

Delays and malfunctions can happen with any technology. We'll always do our best to fulfill your needs and meet expectations in terms of our agreement.

Sometimes we create look-and-feel designs, and flexible layouts that adapt to the capabilities of many devised and screen sizes. These will be covered by the overarching agreement.

Timeline for final delivery of documentations, etc. will be optimized and updated based upon project.

1. Invoicing and Payment
a) The payment terms noted in the proposal cannot be altered unless there is a Change of Order written and agreed upon by Team Gu LLC.
b) If Team Gu LLC does not receive payment from a Client, all items built (strategy documents, creative assets, plans, etc.) as laid out in an overarching Scope of Work document that all Clients sign will belong to Team Gu LLC. If Client uses any materials without payment, legal action will pursue as Team Gu LLC will keep and own all proprietary materials as such.
c) Unless otherwise indicated within the proposal, Client will also be billed for Team Gu LLC’s actual costs relating to travel expenses incurred during performance of the services ONLY IF APPLICABLE (and will be discussed and agreed upon and covered by separate agreement). Travel expenses include, but are not limited to airfare, mileage, parking, tolls, lodging, auto rental and meals. Travel expenses will be submitted for reimbursement within 5 days of actual date of expense. Receipts for all reimbursement must be attached.

2. Confidentiality
Each party acknowledges that information provided by either party in connection with this Agreement, may contain confidential and proprietary data, and disclosure of such information may be damaging to the disclosing party. The term “Information” denotes any and all technical and business information disclosed in any manner or form including, but not limited to financial plans and records, marketing plans, business strategies, trade secrets, present and proposed products, computer software programs, source code, relationships with third parties, customer lists, information regarding customers and suppliers, founders, employees, and affiliates. The strategy built for Client will stay with Client, unless Client does not pay then Team Gu LLC will keep IP for all strategy items written.
Both parties agree to hold such Information in confidence, and should the confidentiality be breached by Client, legal action will be taken.

3. Limitation of Warranty and Liability
a) Team Gu LLC makes no warranties, express or implied, including but not limited to the implied warranties of merchantability or fitness for a particular purpose.
b) Neither party shall be liable for any indirect, punitive, exemplary, special, incidental or consequential damages arising out of this agreement. Regardless of the form of any claim by either party, remedy is limited to 5 (five) times the amount of payments made by Client to Team Gu LLC under this Agreement.
c) Team Gu LLC can take legal action for Client’s breach of contract against the business, or the individuals that own the business.

4. Ownership
a) Material first produced or created by Team Gu LLC for Client under this Agreement shall belong exclusively to the Client, unless as noted above in #1 (if Client does not pay TEAM GU LLC will keep material ownership). TEAM GU LLC shall also retain ownership of any pre-existing TEAM GU LLC materials identified as or incorporated into a deliverable under this Agreement (as stated in the Proposal/Scope of Work sections). TEAM GU LLC grants to Client a non-exclusive, non-transferable license, at no additional charge, to use such pre-existing materials for Client's internal business purposes only. Access to the pre-existing materials will be restricted to Client's full time employees. TEAM GU LLC has the right to keep websites locked until final payments are made, and will also lock access to all content developed (if CLIENT does not pay as per agreement.) Non-payment by CLIENT will facilitate legal action to take place.
b) TEAM GU LLC shall retain all rights in its proprietary methodologies for delivery and Package Implementation services (“Methodology”) which may be used by TEAM GU LLC and/or provided by TEAM GU LLC to Client during the course of the services. Client acknowledges holding TEAM GU LLC methodologies in confidence in accordance with the Confidentiality clause of this Agreement.

5. Independent Contractor
TEAM GU LLC is an independent contractor and Client shall have no responsibility to provide fringe benefits or to withhold taxes normally withheld from an employee’s pay on behalf of TEAM GU LLC employees. As covered under law, all payments will be made on time, or a stop work order will be released by TEAM GU LLC. We are not required to be held to a certain amount of profits, subscribers, or otherwise that a brand will or will not receive. We cannot be held responsible for lost profits.

6. Solicitation of Employees
Unless otherwise approved in writing, for the term of this Agreement and twelve months beyond, neither party will offer employment to any employee of the other party or contract with, either individually nor through a third party, any current or former employee of the other party who was involved with the services provided under this Agreement.

8. Termination
a) Either party may terminate this Agreement or any Statement of Work Proposal only with thirty (30) days prior written notice to the other party, and all payments will be required to be paid, unless it is for future work to be completed.
The parties shall agree on all work to be completed during such thirty (30) day notice period. The effective date of such termination shall be the end of such (30) day notice period or such later date agreed to by both parties (the "Termination Effective Date") and written notice and formal agreement must be completed by both parties.

7. General
a. Neither party may assign its rights and/or obligations under this Agreement without the other party's prior written consent.
b. This Agreement supersedes all prior written or oral understandings between TEAM GU LLC and Client with respect to the services or materials provided under this agreement.
c. The terms of this Agreement may be modified only by written Change Order or new proposals with new work that would be signed by both parties.
d. Prices and charges under this Agreement are exclusive of all taxes, including state and local use, sales, property and similar taxes.
e. This Agreement will be governed by the laws of New York, and any legal action will be handled by arbitration in Kings County (Brooklyn, New York).

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