Terms and Conditions

1. Ownership.

This work is performed as work for hire. All graphics and static HTML code are the property of the Client. Unless explicitly identified in writing, all software and hardware pertaining to the development and operation of the Web site are the property of OverCoffee Productions, L.C. (referred to as “OverCoffee”).

2. Covenants of Client.

a. Client represents that it is fully authorized and licensed to use (1) the supplied names and/or portraits or pictures of persons, living or dead, or things, (2) any trademark, copyrighted or otherwise private material and (3) testimonials contained in any advertising submitted by or on behalf of the Client, and that such advertisement is neither libelous, an invasion of privacy or otherwise unlawful as to any third party.

b. Client agrees to indemnify and hold OverCoffee Productions, L.C. (referred to as “OverCoffee”) and its owners and employees harmless against all loss, liability, damage and expense arising out of copying, printing or publishing of such advertisement.

c. Client agrees that it will not use the OverCoffee name in any capacity without the express written approval of OverCoffee.

d. Client grants OverCoffee the right to use Client’s name in OverCoffee’s marketing literature in only such aspect as OverCoffee provided services to Client.

3. Reservation of Rights.

a. OverCoffee reserves the right to censor, reject, alter, or refuse any advertising copy in its sole discretion or disapprove any advertising copy in accordance with any rules OverCoffee may now have, or may adopt in the future, concerning the acceptance of advertising matter. No change in advertising copy shall be made, however, without the Client's prior knowledge.

b. If Client alters the advertising material without the express consent of OverCoffee and OverCoffee subsequently finds the altered material offensive, in the sole discretion of OverCoffee, the Client shall be given three days to remedy the problem. If the Client fails to remedy the problem within three days, OverCoffee may take such steps as it deems appropriate, including, but not necessarily limited to, the removal of the advertising material. In such event, Client agrees to forfeit all fees paid pursuant to this agreement.

c. Any failure, interruption, or delay in presenting the service provided for, either in whole or in part, shall not constitute a breach of this Agreement if such event results from any of the following causes: technical difficulties or mechanical failure of any of the equipment, provided OverCoffee has taken reasonable steps to avoid such difficulties or their recurrences; strikes, labor disputes, boycotts, riots, civil insurrection, war or national emergencies, government restrictions, acts of God, or any other cause beyond OverCoffee’s control.

4. Limitation of Liability.

In the event that OverCoffee is found to have breached any provision of this Agreement, Client agrees to accept as liquidated damages under this Agreement the amount previously paid by Client to OverCoffee.

5. Modification and Intent.

This Agreement may be modified only in writing signed by duly authorized persons for both parties. If any provision of the Agreement should be held to be invalid, illegal or unenforceable, the remaining provisions shall not in any way be affected or impaired thereby, and this Agreement shall be construed so as to most nearly effectuate the intent of the parties as it was originally executed.

6. Entire Agreement.

This Agreement constitutes the complete and exclusive agreement between the parties and supersedes all proposals oral or written, and all other communications between the parties related to the subject matter hereof.