Stagerie LLC Client Agreement

Definitions
As used herein and throughout this Agreement:
1. Agreement means the entire content of this Basic Terms and Conditions document.
2. Content means all materials, information, factual, promotional, or other information, photography, and writings provided by Client for use in the preparation of and/or incorporation in the Deliverables.
3. Copyrights means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under U.S. Copyright Law.
4. Deliverables means the services and work product to be delivered by Contractor to Stagerie LLC, in the form of electronically delivered home staging plans and/or designs as described in the Proposal (§ 2), including for example any services and work product not falling within the definitions of Preliminary Work and Working Files, especially services and work product which are more finalized or complete than Preliminary Works, and/or services and work product that may be present in the Final Deliverables in part.
5. Design Tools means all design tools developed and/or utilized by Stagerie LLC in performing the Services, including without limitation pre-existing and newly developed software including source code, web authoring tools, type fonts, and application tools, together with any other software, or other inventions whether or not patentable, and general non-copyrightable concepts such as website design, architecture, layout, navigational and functional elements.
6. Final Deliverables means the final versions of Deliverables provided by Stagerie LLC and accepted by Client, including all creative content developed by Stagerie LLC, or commissioned by Stagerie LLC, exclusively for the Project and incorporated in the Final Deliverables, including, but not limited to, any and all visual elements, graphic design, illustration, photography, animation, motion design, audio-visual works, sounds, typographic treatments and text, modifications to Content, and Stagerie LLC's selection, arrangement and coordination of such elements together with Content and/or Third Party Materials.
7. Preliminary Works means all creative content including, but not limited to, concepts, sketches, visual presentations, or other alternate or preliminary designs and documents developed by Stagerie LLC and which may or may not be shown and or delivered to Client for consideration but do not form part of the Final Deliverables.
8. Project means the scope and purpose of the Client's identified usage of the work product as described in the Proposal.
9. Services means the labor conducted by Stagerie LLC on behalf of Client in order to provide to Client the Final Deliverables.
10. Third Party Materials means proprietary third party materials which are incorporated into the Final Deliverables, including without limitation stock photography, illustration, vendor products, and the like.
11. Trademarks means trade names, words, symbols, designs, logos or other devices or designs used in the Final Deliverables to designate the origin or source of the goods or services as defined and enforceable under U.S. Trademark Law.
12. Working Files means all underlying work product and digital files utilized by Stagerie LLC to create the Preliminary Works and Deliverables other than the format or content comprising the Final Deliverables.
13. Third Party Sponsor means any party which pays some or all of the fees on behalf of the Client, including for example, a realtor.
14. "Confidential Information" means the Content, Work, any personal information, and any of Stagerie LLC's proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information disclosed by Stagerie LLC either directly or indirectly in writing, orally or by drawings or inspection of parts or equipment.
Proposal
1. Project. Stagerie LLC agrees to provide Client with room or area staging advice. This advice may include staging plans, rooms designs and suggestions regarding purchasable home goods for staging a room or area which Client has authorization to stage.
2. Client's Obligations
  1. Client agrees to identify one or more room(s) or area(s) for which Client will receive staging advice.
  2. By signing the Agreement, Client certifies that Client has the rights and authorization to stage the one or more room(s) or area(s) identified by Client.
  3. Upon signing the Agreement, Client agrees to pay the fees outlined in the summary of fees in exchange for receiving staging advice for the identified room(s) or area(s). After payment of the fees Client agrees to provide Stagerie LLC with content including but not limited to information regarding the desired aesthetics of the identified room(s) or area(s), one or more high resolution photographs of the identified room(s) or area(s), and any other content requested by Stagerie LLC. Stagerie LLC reserves the right to request Client provide Stagerie LLC with supplemental or further content as needed.
3. Stagerie LLC's Obligations
  1. Upon successful receipt of sufficient content, Stagerie LLC will provide Client with Final Deliverables comprising staging advice for the identified room(s) or area(s). The Final Deliverables may or may not include visual or photographic staging plans for one or more of the identified room(s) or area(s). The Final Deliverables may be in the form of downloadable files or images and/or may comprise correspondence with Client.
  2. Stagerie LLC will exercise commercially reasonable efforts to prepare and provide Final Deliverables to the Client.
Fees and Charges
1. Fees. In consideration of the Services to be performed by Stagerie LLC, Client shall pay to Stagerie LLC fees in the amounts and according to the payment schedule set forth in the summary of fees, and all applicable sales, use or value added taxes, even if calculated or assessed subsequent to the payment schedule.
2. Summary of Fees. As part of signing the Agreement, Client will be provided with a summary of fees outlining fees charged in exchange for Final Deliverables to be rendered. The summary of fees will preferably comprise an electronic summary of the fees which Client may download or copy, and may be provided as a pop up window or separate tab prompting the Client to enter the Client's billing information.
3. Refunds. Notwithstanding Section 8, Stagerie LLC may, upon request of the Client, review and edit Final Deliverables provided to Client, and provide Client with updated Final Deliverables. Any such request by Client must be in writing and must occur withing 30 days of receipt of Final Deliverables. In its discretion, Stagerie LLC may provide Client with a credit reasonably equivalent to fees already paid which may be applied to another Agreement between Client and Stagerie LLC. If Stagerie LLC's services were engaged for Client by a Third Party Sponsor, and Client fails to engage Stagerie LLC's services either by failing to sign the Agreement or failing to provide sufficient content Stagerie LLC will not issue a refund of the fees paid. In its discretion Stagerie LLC may permit the Third Party Sponsor to apply fees paid to another Client designated by the Third Party Sponsor.
Intellectual Property
1. Rights in the Final Deliverables. Upon completion of the Services, and expressly conditioned upon full payment of all fees and costs due, Stagerie LLC hereby grants to Client the exclusive, perpetual and worldwide right and license to use, reproduce and use the Final Deliverables solely in connection with the Project as defined in the Proposal. Any additional uses will require separate pricing. All other rights, including Copyrights, are reserved by Stagerie LLC.
2. Client Content. Content, e.g. Content unedited by Stagerie LLC or its employees or contract personnel, provided by the Client shall remain the sole property of Client and Client shall be the sole owner of all trademark, trade secrets, patents, copyrights, and other rights in connection therewith. Client hereby grants to Stagerie LLC a nonexclusive, nontransferable license to use, reproduce, modify, display and publish the content solely in connection with Stagerie LLC's performance of the services and promotional uses of the Deliverables as authorized in this Agreement.
3. Preliminary Works/Working Files. Stagerie LLC retains all proprietary rights, including property ownership, intellectual property rights and copyrights, in and to all Preliminary Works and Working Files, and Client shall return to Stagerie LLC all Preliminary Works and Working Files in Client's possession within thirty (30) days of a written request by Stagerie LLC.
4. Original Artwork. Stagerie LLC retains property ownership in any original artwork comprising Deliverables, including all rights to display or sell such artwork. Client shall return all original artwork to Stagerie within thirty (30) days of completion of the Services.
5. Design Tools. Design Tools and all intellectual property rights therein, including licenses, trade secrets, patents, trademarks, and copyrights, shall be owned solely by Stagerie LLC.
6. Liquidation for Unlicensed Use. Client's use of the Deliverables shall be limited to personal use. In the event Client, or its agents, uses Final Works or other Deliverables, including Preliminary Works and Working Files, or any derivative works thereof, for another project or outside the scope of the rights granted herein, Stagerie LLC shall be entitled to further compensation equal to one hundred percent (100%) of the original Project fee or any other remedies available by law.
Confidential Information
Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party. Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the Proposal except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party or is otherwise properly received from a third party without an obligation of confidentiality.
Warranties And Representations
1. Client's Warranties and Representations. Client represents, warrants and covenants to Stagerie LLC that
  1. Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Content,
  2. to the best of Client's knowledge, the Content is accurate, legal, conforms to ethical standards of the Client's industry, does not infringe the rights of any third party, and use of the Content as well as any Trademarks in connection with the Project does not and will not violate the rights of any third parties,
  3. Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials, and
  4. Client shall comply with all laws and regulations as they relate to the Services and Deliverables.
2. Stagerie LLC's Warranties and Representations.
  Stagerie LLC PROVIDES SERVICES AND DELIVERABLES TO CLIENT ON AN "AS-IS" AND "AS AVAILABLE" BASIS. STAGERIE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE CONTENT OR ANY OTHER INFORMATION, MATERIALS, SERVICES OR PRODUCTS SUPPLIED TO CLIENT TO THE EXTENT PERMISSIBLE BY APPLICABLE LAW, STAGERIE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE INFORMATION, MATERIALS, SERVICES OR PRODUCTS SUPPLIED TO CLIENT IN CONNECTION WITH THIS AGREEMENT.
3. Stagerie LLC makes no representations, warranties or guarantees regarding a timely or profitable sale of property or area for which Stagerie LLC provides staging advice. Client is responsible for enacting the staging advice provided by Stagerie LLC and Client's failure to follow any or all of Stagerie LLC's staging advice and the effects stemming therefrom are not the responsibility or liability of Stagerie LLC. STAGERIE LLC'S ADVICE IS RESTRICTED TO HOME STAGING ADVICE; STAGERIE LLC DOES NOT PROVIDE HOME SALE ADVICE OR STRATEGIES. CLIENT SHOULD CONSULT A REALTOR FOR HOME SALE ADVICE.
Indemnification/Liability
1. By Client. Client agrees to indemnify, save and hold harmless Stagerie LLC from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of Client's responsibilities or obligations, representations or warranties under this Agreement. Under such circumstances Stagerie LLC shall promptly notify Client in writing of any claim or suit; (a) Client has sole control of the defense and all related settlement negotiations; and (b) Stagerie LLC provides Client with commercially reasonable assistance, information and authority necessary to perform Client's obligations under this section. Client will reimburse the reasonable out-of-pocket expenses incurred by Stagerie LLC in providing such assistance.
2. By Stagerie LLC. Subject to the terms, conditions, express representations and warranties provided in this Agreement, Stagerie LLC agrees to indemnify, save and hold harmless Client from any and all damages, liabilities, costs, losses or expenses arising out of any finding of fact which is inconsistent with Stagerie LLC's representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses or expenses arise directly as a result of negligence or misconduct of Client provided that (a) Client promptly notifies Stagerie LLC in writing of the claim; (b) Stagerie LLC shall have sole control of the defense and all related settlement negotiations; and (c) Client shall provide Stagerie LLC with the assistance, information and authority necessary to perform Stagerie LLC's obligations under this section. Notwithstanding the foregoing, Stagerie LLC shall have no obligation to defend or otherwise indemnify Client for any claim or adverse finding of fact arising out of or due to Content, any unauthorized content, improper or illegal use, or the failure to update or maintain any Deliverables provided by Stagerie LLC.
3. Settlement Approval. The indemnifying party may not enter into any settlement agreement without the indemnified party's written consent.
4. Limitation of Liability. The services and the work product of Stagerie LLC are sold "as is." In all circumstances, the maximum liability of Stagerie LLC, its directors, officers, employees, design agents and affiliates ("Stagerie LLC parties"), to Client for damages for any and all causes whatsoever, and Client's maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the net profit of Stagerie LLC from the Agreement. In no event shall Stagerie LLC be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by Stagerie LLC, even if Stagerie LLC has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.
Term And Termination
1. Term. This Agreement shall commence upon the payment of the fees in the summary of fees and shall remain effective until the Services are completed and delivered.
2. Termination. This Agreement may be terminated for convenience at any time before the Final Deliverables are delivered by Stagerie LLC by either party effective immediately upon written notice; or the mutual agreement of the parties, or for cause if any party:
  1. becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; or
  2. reaches any of its material responsibilities or obligations under this Agreement, which breach is not remedied within ten (10) days from receipt of written notice of such breach.
3. In the event of termination, Stagerie LLC shall be compensated for the Services performed through the date of termination in the amount of
  1. any advance payment or
  2. a prorated portion of the fees due for work performed by Stagerie LLC or Stagerie LLC's agents as of the date of termination, whichever is greater; and Client shall pay all Expenses, fees, out of pockets together with any Additional Costs incurred through and up to, the date of cancellation. In the event of termination for convenience by Client, Client shall not have rights to use Deliverables except upon written consent from Stagerie LLC provided after such termination.
4. In the event of termination for convenience by Stagerie LLC or for cause by Client, and upon full payment of compensation as provided herein, Stagerie LLC grants to Client the right to retain possession of Deliverables provided to, and accepted by Client as of the date of termination.
General
1. Modification/Waiver. This Agreement may be modified by the parties. Any modification of this Agreement must be in writing delivered either by courier, facsimile, or electronic mail. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.
2. Notices. All notices to be given to Stagerie LLC shall be transmitted in writing either by courier, facsimile or electronic mail with return confirmation of receipt or by certified or registered mail, return receipt requested, and shall be sent to the addresses identified below , unless notification of change of address is given in writing. Notice shall be effective upon receipt or in the case of fax or email, upon confirmation of receipt (by confirmation of delivery, automated confirmation or substantive reply by the recipient). Client agrees to send all notices and communications directly to Stagerie LLC and not any independent contractors or other parties with whom Stagerie LLC may have contracted.
3. No Assignment. Neither party may assign, whether in writing or orally, or encumber its rights or obligations under this Agreement or permit the same to be transferred, assigned or encumbered by operation of law or otherwise, without the prior written consent of the other party except that this Agreement may be transferred or sold as part of a transfer or sale of the assigning party's entire business or portion thereof relating to the Project.
4. Force Majeure. Stagerie LLC shall not be deemed in breach of this Agreement if Stagerie LLC is unable to complete the Services or any portion thereof by reason of fire, earthquake, flood, hurricane or other severe weather, labor dispute, act of war, terrorism, riot or other severe civil disturbance, death, illness or incapacity of Stagerie LLC or any local, state, federal, national or international law, governmental order or regulation or any other event beyond Stagerie LLC's control (collectively, "Force Majeure Event"). Upon occurrence of any Force Majeure Event, Stagerie LLC shall give notice to Client of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.
5. Governing Law and Dispute Resolution.
  Stagerie operates this Site from its company headquarters in Waukee, Iowa and the formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of the United States and the state of Iowa without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction . Client agrees to submit to the jurisdiction of the courts located in the state of Iowa for the resolution of all disputes arising from or related to the Agreement. Stagerie does not in any way imply that the Deliverables are available in all jurisdictions where Stagerie LLC operates or in a jurisdiction where Stagerie LLC is not licensed to do business or that Stagerie LLC is soliciting business in any such jurisdiction. In the event of a dispute arising out of this Agreement, the parties agree to attempt to resolve any dispute by negotiation between the parties. Client acknowledges that Stagerie LLC will have no adequate remedy at law in the event Client uses the deliverables in any way not permitted hereunder, and hereby agrees that Stagerie LLC shall be entitled to equitable relief by way of temporary and permanent injunction, and such other and further relief at law or equity as any arbitrator or court of competent jurisdiction may deem just and proper, in addition to any and all other remedies provided for herein.
6. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.
7. Headings. The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement nor shall such headings otherwise be given any legal effect.
8. Integration. This Agreement comprises the entire understanding of the parties hereto on the subject matter herein contained, and supersedes and merges all prior and contemporaneous agreements, understandings and discussions between the parties relating to the subject matter of this Agreement. In the event of a conflict between the Proposal and any other Agreement documents, the terms of the Proposal shall control. Any other ambiguities shall be resolved with the most reasonable and legally valid construction, without regard to authorship of such provisions. This Agreement comprises this Basic Terms and Conditions.