Terms of Service

These Terms of Service ("Terms") govern professional services provided by Stillwater Media, Inc., doing business as Fireside, located in Sandy, Utah ("Provider," "Fireside," "we," or "us").

1. Definitions and Acceptance

"Client," "you," or "your" means the individual or entity that accepts these Terms.

"Proposal" means the written proposal, statement of work, service agreement, order form, or similar document executed by Client and Provider that describes the specific services, deliverables, fees, and payment schedule for an engagement. Each Proposal incorporates these Terms by reference.

"Agreement" means these Terms together with the applicable Proposal.

You accept these Terms by any of the following: checking the acceptance box on a Proposal, signing a Proposal that references these Terms, or accepting or paying for services provided by Provider. If you accept on behalf of an entity, you represent that you have authority to bind that entity.

The Agreement takes effect on the last date of signature on the applicable Proposal.

2. Order of Precedence

Where a Proposal and these Terms conflict, the Proposal controls as to scope, deliverables, fees, and schedule. These Terms control as to all other matters. A Proposal may modify these Terms only where it expressly states an intent to do so and identifies the section modified.

3. Services

Provider shall provide to the Client the services fully described and set forth in the applicable Proposal. All services provided by Provider shall be completed in a professional and timely manner.

4. Consideration

In consideration for the services to be performed by Provider under the Agreement, Client agrees to pay the rate of compensation as set forth in the applicable Proposal.

5. Originality and Noninfringement

Provider represents and warrants that all materials and services provided to Client under the Agreement will be original works, and that Stillwater Media, Inc. will not knowingly infringe any patent, copyright, trade secret, or intellectual property of any third party. Provider warrants and represents that it has obtained all waivers, authorizations, and other documentation that may be appropriate to evidence such ownership. Provider shall indemnify and hold the Client harmless from all losses and claims, including attorney's fees and legal expenses, that may result by reason of claims by third parties related to such materials.

6. Relationship

Provider shall perform services described herein as an independent contractor. Nothing in the Agreement shall be construed to constitute Provider as an agent, employee, or representative of Client. As Provider is not an employee of Client, it is understood that neither Provider, nor any of its employees, is entitled to any employee benefits under the Agreement. Provider shall pay all necessary local, state, or federal taxes of Provider under the Agreement. Provider acknowledges and agrees that Provider is obligated to report as income all compensation related to the Agreement. Provider agrees to indemnify Client, and hold Client harmless, to the extent of any obligation imposed on Client to pay withholding taxes, or resulting from Provider's being determined not to be an independent contractor. In the performance of all services hereunder, Provider shall comply with all applicable laws and regulations.

7. Ownership

Client will own all its proprietary information included in the services described in the applicable Proposal, including, but not limited to, code, design concepts, content, graphics, photos, videos, animations, and logos. All services provided by Provider under the Agreement will be "works for hire," under applicable copyright laws, and therefore, the property of Client.

8. Portfolio Use

Provider shall have the right to use, display, and reproduce any materials provided to Client under the Agreement, in its portfolio, website, social media channels, and other promotional materials for the purpose of showcasing Provider's skills and capabilities, without requiring further approval from the Client. The Client acknowledges and agrees that the Provider may use the work created under the Agreement in accordance with this clause.

9. Confidentiality

The Provider will not, either directly or indirectly, divulge, disclose, or communicate any information that is proprietary to the Client. Provider agrees to hold all such Confidential Information confidential and use it only for the benefit of the Client. Notwithstanding the provisions of this clause, the Provider shall ensure that any confidential or proprietary information of the Client is not disclosed when used for portfolio purposes and shall take reasonable measures to protect the confidentiality of such information.

10. Non-Disparagement

Both parties agree not to make any disparaging remarks or comments about the other, its products, services, employees, or affiliates in connection with the services provided under the Agreement.

11. Indemnification

To the fullest extent permitted by law, both parties shall indemnify and hold harmless the other, and its directors, officers, commissioners, agents, and employees, from and against all claims, damages, losses, and expenses, including but not limited to attorney's fees, arising out of, or resulting from the Agreement. This includes but is not limited to suits, damages, and liability in connection with the Agreement. Both parties shall hold the other harmless from all damages, together with all costs, expenses, disbursements, and reasonable attorney's fees incurred in defending the aforesaid actions or proceedings.

12. Software Access and Termination

If the applicable Proposal includes software licensing or access, the following terms apply:

A. Access. Upon execution of the Proposal and receipt of the first monthly payment, Client shall be granted a non-exclusive, non-transferable license to access and use the software as described in the Proposal ("Software Access").

B. Term. Client's Software Access shall continue on a month-to-month basis for as long as the Agreement remains in effect and Client timely submits the monthly fee described in the Proposal.

C. Termination of Access.

i. By Client. Client may terminate Software Access at any time by providing written notice to Provider. Termination of Software Access shall be effective upon the expiration of the then-current billing cycle.

ii. By Provider. Provider may terminate Software Access at its sole discretion by providing thirty (30) days prior written notice to Client.

D. Effect of Termination of Access. Upon termination of Software Access, (a) Client's license to access and use the software shall immediately expire; (b) Client shall cease all use of the software; and (c) Provider shall have no obligation to provide any further support or maintenance for the software.

E. Survival. The provisions of the Agreement related to confidentiality, intellectual property rights, and disclaimers shall survive any termination of Software Access.

13. Force Majeure

Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of strikes, shortages, riots, insurrection, fires, floods, storm, epidemics, quarantine restrictions, explosions, earthquakes, acts of God, acts of terrorism, war, governmental action, freight embargoes, electrical outages, computer or communications failures, severe weather, or any other force majeure event that is beyond the reasonable control of such party or a supplier or contractor of such party (each, a "Force Majeure Event"). Each party will use reasonable good faith efforts to notify the other party of any such Force Majeure Event promptly following its becoming aware of the Force Majeure Event.

14. Changes to These Terms

Provider may revise these Terms at any time by posting an updated version with a new Effective Date and version number. The version of these Terms in effect on the date a Proposal is executed governs that engagement for its duration. Revisions do not apply retroactively to Proposals already executed. Prior versions remain available on request.

For ongoing or recurring engagements with no fixed end date, Provider will provide at least thirty (30) days written notice before revised Terms take effect, and Client may terminate the engagement without penalty before the effective date of the revision.

15. Entire Agreement

These Terms, together with the applicable Proposal, constitute the entire agreement of the parties, and replace and supersede all other agreements or understandings, whether written or oral. All amendments, extensions, or modifications must be in writing and signed by both parties.

16. Severability

If any provision of the Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed from the Agreement, and the remaining provisions shall remain in full force and effect.

17. Governing Law

The Agreement shall be interpreted under and governed by the laws of the State of Utah. The parties agree to abide by relevant local, state, and federal laws in performance of the Agreement.

18. Notices and Contact

Notices to Provider should be sent to casey@fireside.design. Notices to Client will be sent to the email address on the applicable Proposal.

Stillwater Media, Inc. (DBA Fireside)

Sandy, Utah