Services to be Performed

GetPhound, LLC (hereinafter, GetPhound) agrees to perform the services described on proposal attached to this Agreement (the Project).  GetPhound will reasonably determine the method, details, and means of performing the services for the Client; the Client may specify only the desired results.  GetPhound may, at GetPhound’s own expense, employ any assistants or employees that GetPhound deems necessary to perform the services required of GetPhound by this Agreement, and the Client may not control, direct or supervise GetPhound’s assistants or employees in the performance of those services. The services shall be performed at such time or times as may be agreed to by the Client and GetPhound.

Where applicable, the Client hereby retains GetPhound to perform certain tasks relating to the development, set up, marketing and promotion of the Client’s business through its’ marketing services. 

GetPhound shall perform certain tasks pursuant to this agreement as outlined in proposal, as amended from time to time. 

Fulfillment Policies

Refund Policy - If GetPhound doesn’t provide services as described on getphound.com, the checkout form, and as explained via our account management team, you will be entitled to a refund for services not provided. 

Delivery policy - The timeline for the delivery of GetPhound services varies by service. The GetPhound team will be in close communication with you so that there isn’t any confusion to when customers can expect to receive services. For more information on our services and process please visit our service pages. 

Cancellation policy - Services provided by GetPhound are on a month to month basis. Even though we advise on certain timeline expectations for results on our services, you are free to cancel whenever you would like. Our formal cancellation policy is 30 days (1 month).

Compensation

In consideration for the services to be performed by GetPhound, the Client agrees to pay to GetPhound as described on proposal attached to this Agreement.  The compensation is subject to modification by mutual agreement of the Client and GetPhound. Unless otherwise set forth on proposal, the compensation will be paid on a set day of each month during the term of this Agreement.

Third Party Expenses

The Client will reimburse GetPhound for all reasonable direct expenses incurred by GetPhound in connection with the Project.  For purposes of this Agreement, direct expenses are those expenses incurred by GetPhound solely for the benefit of the Client.

Scope of Obligations of GetPhound

Except as is specifically set forth in writing by the parties, GetPhound shall supply all tools, equipment, instruments, supplies, insurances  and other materials required to perform the services under this Agreement. 

Independent Contractor

The Client and GetPhound expressly acknowledge and agree that the services to be provided by GetPhound under this Agreement shall be performed as an independent contractor, and not as an agent, employee, joint venturer, or partner of the Client.  The parties also expressly acknowledge and agree that with respect to any payments made to GetPhound under this Agreement, the Client shall not: (i) withhold or pay FICA, Medicare or other federal, state or local income or other taxes or charges; or (ii) comply with or contribute to state workers compensation, unemployment, or other such governmental funds or programs. GetPhound also acknowledges that as an independent contractor, GetPhound will not be given the right to participate in any employee benefit, insurance plan, or any other plan or fringe benefit that is maintained, established or provided by the Client for its employees.

Copyrights and Trademarks

Client represents to GetPhound and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to GetPhound for inclusion in the Marketing Services are owned by Client, or that Client has permission from the rightful owner to use each of these elements and shall indemnify, hold harmless, protect, and defend GetPhound and is subcontractors from any loss, cost, liability, expense, or damage, including, any claim or suit, threatened or actual attorneys’ fees, costs, and expenses, arising from the use of such elements furnished by Client.

Proprietary Rights

Nothing herein shall be interpreted to mean, and GetPhound does not grant, Client any right or license in any GetPhound intellectual property and proprietary material, including proprietary images, artwork, copy, information, data, knowledge, computer software or any other material or information of any kind or any other trademark, service mark or trade name exclusive of GetPhound..

Client represents, covenants and warrants that it shall not reverse engineer, decompile, translate, or develop derivative works based on GetPhound Proprietary Materials, Intellectual Property or Trademarks. 

Copyright to Design Projects

Where applicable, copyright to completed Design Projects produced by GetPhound is owned by GetPhound.  On full payment of GetPhound’s compensation, Client is assigned rights to use any design elements, graphics, and text contained in the Design Project.  Rights to photos, graphics, work-up files and computer programs are specifically not transferred to Client and remain the property of their respective owners.

Laws Affecting Electronic Commerce

From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. Client agrees that Client is solely responsible for complying with such laws, taxes, and tariffs, and shall indemnify, hold harmless, protect, and defend GetPhound and its subcontractors from any cost, claim, suit, penalty, tar, or tariff, including attorneys’ fees, costs, and expenses, arising from Client’s exercise of Internet electronic commerce.

Indemnification

Client agrees that it shall defend, indemnify, and hold GetPhound harmless from any and all demands, liabilities, losses, costs, and claims, including, but not limited to, liabilities asserted against GetPhound, its subcontractors, agents, clients, officers, and employees, that may arise or result from any service provided or performed or agreed to be performed, or any product sold by Client, its agents, employees, or assigns.

Taxes

The Client is responsible for all excise, sales or use taxes (and any other similar tax) which are payable as a result of the services being provided by GetPhound. The Client agrees to pay directly and/or reimburse GetPhound for any amount paid by GetPhound.

Termination of Services

This Agreement shall terminate on the occurrence of any of the following events:

1. Completion of the Project.
2. Failure of the Client to pay GetPhound any amount due under this Agreement within five days after notice from GetPhound that the money is past due.
3. If, in the reasonable determination of a party, the other party has materially defaulted in the performance of this Agreement, or materially breaches any of its provisions.
4. On thirty days written notice by GetPhound to the Client.
5. On thirty days written notice by the Client to GetPhound.

Confidential Information

During the term of this Agreement and thereafter, the Client may disclose to GetPhound trade secrets and other confidential and/or proprietary information (collectively, Confidential Information). Such Confidential Information includes, without limitation: inventions; manufacturing know-how, designs, formulae, and processes; business development plans and strategies; advertising and promotional programs; research or developmental projects; financial or statistical data; customer information, including, but not limited to, the names of the Client’s customer, the nature of the Client’s relationship to its customers, customer lists, sales records, account records, pricing matters, and account strategies and reports; sales and marketing plans and strategies; legal documents and records; personal information; information about suppliers, inventions; information disclosed to the Client by others in confidence; and any other information of a similar nature that is not known or made available to the public or to the Client’s competitors. Confidential Information at all times is the exclusive property of the Client.

Return of Client Property

GetPhound agrees to not use any Client property for personal gain or in any manner that might be adverse to the Client’s interests.  At any time on the Client’s demand and in any event on or before the termination date, GetPhound will return to the Client all the Client property that is in GetPhound’s possession, custody, or control. After the termination of this Agreement, GetPhound will return to the Client any Client property that comes into GetPhound’s possession, custody, or control.

Arbitration of Disputes

In the event that any dispute or disagreement should arise with regard to any provision of this Agreement, the parties will first attempt to resolve such dispute or disagreement by good faith, informal negotiations. If such efforts are unsuccessful, such dispute will be decided by arbitration in accordance with the rules of the American Arbitration Association. Such arbitration will be governed by the laws of the State of Pennsylvania. The costs and arbitrators’ fees of such arbitration will be borne equally by the parties, and each party will be responsible for its own attorney’s fees and other expenses. The parties agree to keep any such dispute and any proceeding related to this Agreement, including any determination of the arbitrators and any resolution of the dispute, as confidential as possible, and to that end agree not to disclose or comment on such matters except to their attorneys, accountants, other advisors, or as may be required by law.

Quality of Services

Where applicable, GetPhound does not warrant that the functions contained in its’ services will meet Client’s requirements or that the operation of its’ services will be uninterrupted or error-free. The entire risk as to the quality and performance of service is with Client. In no event shall GetPhound be liable to Client or any third party for any damages, including any lost profits, lost savings, or other incidental, consequential, or special damages arising out of the operation or inability to operate services.

Liability

GETPHOUND DOES NOT MAKE ANY, AND EXPRESSLY DISCLAIMS ALL, WARRANTIES WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, OR ARISING BY USAGE OF TRADE OR COURSE OF DEALING, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. GETPHOUND SHALL IN NO EVENT BE LIABLE FOR ECONOMIC, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, WHETHER CLAIMED UNDER CONTRACT, TORT OR ANY OTHER LEGAL THEORY OR FOR LOSS OR DAMAGE TO THE CLIENT DATA OR PROGRAMMING. THE CLIENT AND GETPHOUND EXPRESSLY AGREE THAT THE MAXIMUM AGGREGATE LIABILITY OF GETPHOUND FOR ALL CLAIMS UNDER THIS AGREEMENT OR OTHERWISE SHALL NOT EXCEED 100 PERCENT OF THE TOTAL SERVICE FEES PAID UNDER THIS AGREEMENT BY THE CLIENT TO GETPHOUND DURING THE TWELVE MONTH PERIOD ENDING AT THE TIME A CLAIM AROSE. ANY CLAIM AGAINST GETPHOUND MUST BE BROUGHT WITHIN 180 DAYS AFTER THE CLAIM OR CAUSE OF ACTION AROSE AND ANY CLAIM NOT TIMELY BROUGHT SHALL BE DEEMED BARRED. REFERENCES IN THIS PARAGRAPH TO GETPHOUND SHALL INCLUDE GETPHOUND’S DIRECTORS, OFFICERS, EMPLOYEES, ASSISTANTS, CONTRACTORS AND AGENTS.

Entire Agreement of the Parties; Modification.

This Agreement supersedes any and all agreements, both oral and written, between the parties with respect to the rendering of services by GetPhound for the Client, and contains all of the covenants and agreements between the parties with respect to the rendering of these services in any manner whatsoever. Each party acknowledges that no representations, inducements, promises or agreements, written or oral, have been made by either party, or by anyone acting on behalf of either party, that are not embodied in this Agreement. Any modification of this Agreement will be effective only if it is in a writing signed by the party to be charged.

Severability

The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions of this Agreement, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

Force Majeure

If the performance of either party under this Agreement is delayed or prevented at any time due to circumstances beyond the control of the other, including, without limitation, those resulting from labor disputes, fire, floods, riots, civil disturbances, weather conditions, control exercised by a governmental entity, unavoidable casualties or acts of God or a public enemy, the performance of such party shall be excused party shall be excused for so long as the circumstance shall prevent such performance.

Assignment

Neither party shall assign this Agreement unless consented to in writing by both parties.

Governing Law

This Agreement will be governed by the construed in accordance with the laws of the State of Pennsylvania.