About this Site
This Agreement was last modified on June 27, 2020.
(Read our Privacy Policy to be completely aware of the Terms and Clauses applying through the use of this site)
Please read these Terms of Service completely using lifether.com which is owned and operated by Lifether. This Agreement documents the legally
binding terms and conditions attached to the use of the Site at lifether.com.
By using or accessing the Site in any way, viewing or browsing the Site, or adding your own content to the Site, you are agreeing to be bound by these
Terms of Service.
Intellectual Property
The Site and all of its original content are the sole property of Lifether and are, as such, fully protected by the appropriate international
copyright and other intellectual property rights laws.
Termination
Lifether reserves the right to terminate your access to the Site, without any advance notice.
Links to Other Websites
Our Site does contain a number of links to other websites and online resources that are not owned or controlled by Lifether.
Lifether has no control over, and therefore cannot assume responsibility for, the content or general practices of any of these third party sites
and/or services. Therefore, we strongly advise you to read the entire terms and conditions and privacy policy of any site that you visit as a result of
following a link that is posted on our site.
Governing Law
This Agreement is governed in accordance with the laws of California, United States.
Changes to This Agreement
Lifether reserves the right to modify these Terms of Service at any time. We do so by posting and drawing attention to the updated terms on the
Site. Your decision to continue to visit and make use of the Site after such changes have been made constitutes your formal acceptance of the new Terms
of Service.
Therefore, we ask that you check and review this Agreement for such changes on an occasional basis. Should you not agree to any provision of this
Agreement or any changes we make to this Agreement, we ask and advise that you do not use or continue to access the Lifether Web Design Agency site
immediately.
Contact Us
If you have any questions about this Agreement, please feel free to contact us at web@justinsalcedo.com
About the Service
For the purposes of these Terms and Conditions, unless otherwise noted, all references to Lifether Web Design Agency
include lifether.com and Lifether.
The Service provided begins strictly with a contract signed between Lifether Web Design Agency (the Contractor) and the Client. The Contract remarks
these Terms and Clauses below.
Ownership and Licenses
Client Owns All Work Product. As part of this job, Lifether is creating “work product” for the Client. To avoid confusion, work product
is the finished product, as well as drafts, notes, materials, mockups, hardware, designs, inventions, patents, code, and anything else that the
Contractor works on—that is, conceives, creates, designs, develops, invents, works on, or reduces to practice—as part of this project, whether before
the date of the Contract or after. Lifether thereby gives the Client this work product once the Client pays for it in full. This means
Lifether is giving the Client all of its rights, titles, and interests in and to the work product (including intellectual property rights), and the
Client will be the sole owner of it. The Client can use the work product however it wants or it can decide not to use the work product at all. The
Client, for example, can modify, destroy, or sell it, as it sees fit.
Contractor’s Use Of Work Product. Once Lifether gives the work product to the Client, Lifether does not have any rights to it, except
those that the Client explicitly gives Lifether by the Contract.
Contractor’s Help Securing Ownership. In the future, the Client may need the Contractor’s help to show that the Client owns the work product or to
complete the transfer. Lifether agrees to help with that. For example, Lifether may have to sign a patent application. The Client will
pay any required expenses for this. If the Client can’t find Lifether, he (the Contractor) agrees that the Client can act on the Contractor’s behalf
to accomplish the same thing. The following language gives the Client that right: if the Client can’t find Lifether after spending reasonable
effort trying to do so, Lifether thereby irrevocably designates and appoints the Client as the Contractor’s agent and attorney-in-fact, which
appointment is coupled with an interest, to act for Lifether and on this Contractor’s behalf to execute, verify, and file the required documents and
to take any other legal action to accomplish the purposes of paragraph 'Client Owns All Work Product'.
Contractor’s IP That Is Not Work Product. During the course of this project, Lifether might use intellectual property that Lifether owns or
has licensed from a third party, but that does not qualify as “work product.” This is called “background IP.” Possible examples of background IP are
pre-existing code, type fonts, properly-licensed stock photos, and web application tools. Lifether is not giving the Client this background IP.
But, as part of the Contract, Lifether is giving the Client a right to use and license (with the right to sublicense) the background IP to develop,
market, sell, and support the Client’s products and services. The Client may use this background IP worldwide and free of charge, but it cannot transfer
its rights to the background IP (except as allowed in the Section 'Assignment'). The Client cannot sell or license the background IP separately from its
products or services. Lifether cannot take back this grant, and this grant does not end when the Contract is over.
Contractor’s Right To Use Client IP. Lifether may need to use the Client’s intellectual property to do its job. For example, if the Client is hiring
Lifether to build a website, Lifether may have to use the Client’s logo. The Client agrees to let Lifether use the Client’s intellectual
property and other intellectual property that the Client controls to the extent reasonably necessary to do the Contractor’s job. In addition, the Client
allows Lifether to list the work product in its portfolio, as well as name the Client's brand for future testimonials and referrals. Beyond that,
the Client is not giving Lifether any intellectual property rights, unless specifically stated otherwise in the Contract.
Competitive Engagements
Lifether won’t work for a competitor of the Client until the Contract ends. To avoid confusion, a competitor is any third party that develops,
manufactures, promotes, sells, licenses, distributes, or provides products or services that are substantially similar to the Client’s products or services.
A competitor is also a third party that plans to do any of those things. The one exception to this restriction is if Lifether asks for permission
beforehand and the Client agrees to it in writing. If Lifether uses employees or subcontractors, Lifether must make sure they follow the
obligations in this paragraph, as well.
Non-Solicitation
Until the Contract ends, Lifether won’t: (a) encourage Client employees or service providers to stop working for the Client; (b) encourage Client
customers or clients to stop doing business with the Client; or (c) hire anyone who worked for the Client over the 12-month period before the Contract ended.
The one exception is if Lifether puts out a general ad and someone who happened to work for the Client responds. In that case, Lifether may hire
that candidate. Lifether promises that it won’t do anything in this paragraph on behalf of itself or a third party.
Representations
Overview. This section contains important promises between the parties.
Authority To Sign. Each party promises to the other party that it has the authority to enter into the Contract and to perform all of its obligations
under the Contract.
Contractor Has Right To Give Client Work Product. Lifether promises that it owns the work product, that Lifether is able to give the work
product to the Client, and that no other party will claim that it owns the work product. If Lifether uses employees or subcontractors, Lifether
also promises that these employees and subcontractors have signed contracts with Lifether giving him any rights that the employees or
subcontractors have related to the Contractor’s background IP and work product.
Contractor Will Comply With Laws. Lifether promises that the manner it does this job, its work product, and any background IP it uses comply with
applicable U.S. and foreign laws and regulations.
Work Product Does Not Infringe. Lifether promises that its work product does not and will not infringe on someone else’s intellectual property rights,
that Lifether has the right to let the Client use the background IP, and that the Contract does not and will not violate any contract that
Lifether has entered into or will enter into with someone else.
Client Will Review Work. The Client promises to review the work product, to be reasonably available to Lifether if he (the Contractor) has questions regarding
this project, and to provide timely feedback and decisions.
Client-Supplied Material Does Not Infringe. If the Client provides Lifether with material to incorporate into the work product, the Client promises that this
material does not infringe on someone else’s intellectual property rights.
Term and Termination
The Contract is ongoing until the work is completed. Either party may end the Contract for any reason by sending an email or letter to the other party,
informing the recipient that the sender is ending the Contract and that the Contract will end in 7 days. The Contract officially ends once that time has passed.
The party that is ending the Contract must provide notice by taking the steps explained in Section 'Notices'. Lifether must immediately stop working as soon as it
receives this notice, unless the notice says otherwise. The Client will pay Lifether for the work done up until when the Contract ends and will reimburse
Lifether for any agreed-upon, non-cancellable expenses. The following sections don’t end even after the Contract ends: 'Ownership and Licenses'; 'Competitive
Engagements'; 'Non-Solicitation'; 'Representations'; 'Confidential Information'; 'Limitation of Liability'; 'Indemnity'; and 'General'.
Independent Contractor
The Client is hiring Lifether as an independent contractor. The following statements accurately reflect their relationship:
- The Contractor will use its own equipment, tools, and material to do the work.
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The Client will not control how the job is performed on a day-to-day basis. Rather, the Contractor is responsible for determining when, where, and how it will carry
out the work.
- The Client will not provide the Contractor with any training.
- The Client and the Contractor do not have a partnership or employer-employee relationship.
- The Contractor cannot enter into contracts, make promises, or act on behalf of the Client.
- The Contractor is not entitled to the Client’s benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days).
- The Contractor is responsible for its own taxes.
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The Client will not withhold social security and Medicare taxes or make payments for disability insurance, unemployment insurance, or workers compensation for the
Contractor or any of the Contractor’s employees or subcontractors.
Confidential Information
Overview. The Contract imposes special restrictions on how the Client and Lifether must handle confidential information. These obligations are explained
in this section.
The Client’s Confidential Information. While working for the Client, Lifether may come across, or be given, Client information that is confidential.
This is information like customer lists, business strategies, research & development notes, statistics about a website, and other information that is private.
Lifether promises to treat this information as if it is the Contractor’s own confidential information. Lifether may use this information to do its
job under the Contract, but not for anything else. For example, if the Client lets Lifether use a customer list to send out a newsletter, Lifether
cannot use those email addresses for any other purpose. The one exception to this is if the Client gives Lifether written permission to use the information
for another purpose, Lifether may use the information for that purpose, as well. When the Contract ends, Lifether must give back or destroy all
confidential information, and confirm that it has done so. Lifether promises that it will not share confidential information with a third party, unless
the Client gives Lifether written permission first. Lifether must continue to follow these obligations, even after the Contract ends. The Contractor’s
responsibilities only stop if Lifether can show any of the following: (i) that the information was already public when Lifether came across it; (ii)
the information became public after Lifether came across it, but not because of anything Lifether did or didn’t do; (iii) Lifether already knew
the information when Lifether came across it and the Contractor didn’t have any obligation to keep it secret; (iv) a third party provided Lifether
with the information without requiring that Lifether keep it a secret; or (v) Lifether created the information on its own, without using anything
belonging to the Client.
Third-Party Confidential Information. It’s possible the Client and Lifether each have access to confidential information that belongs to third parties.
The Client and Lifether each promise that it will not share with the other party confidential information that belongs to third parties, unless it is allowed
to do so. If the Client or Lifether is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other
party in writing of any special restrictions regarding that information.
Limitation of Liability
Neither party is liable for breach-of-contract damages that the breaching party could not reasonably have foreseen when it entered the Contract.
Indemnity
Overview. This section transfers certain risks between the parties if a third party sues or goes after the Client or Lifether or both. For example,
if the Client gets sued for something that Lifether did, then Lifether may promise to come to the Client’s defense or to reimburse the Client for any losses.
Client Indemnity. In the Contract, Lifether agrees to indemnify the Client (and its affiliates and its and their directors, officers, employees, and
agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising
out of: (i) the work Lifether has done under the Contract; (ii) a breach by Lifether of its obligations under the Contract; or (iii) a breach by
Lifether of the promises it is making in Section 'Representations'.
Contractor Indemnity. In the Contract, the Client agrees to indemnify Lifether (and its affiliates and its and their directors, officers, employees,
and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising
out of a breach by the Client of its obligations under the Contract.
General
Assignment. The Contract applies only to the Client and Lifether. Lifether cannot assign its rights or delegate its obligations under
the Contract to a third-party (other than by will or intestate), without first receiving the Client’s written permission. In contrast, the Client may assign
its rights and delegate its obligations under the Contract without the Contractor’s permission. This is necessary in case, for example, another Client buys out
the Client or if the Client decides to sell the work product that results from the Contract.
Arbitration. As the exclusive means of initiating adversarial proceedings to resolve any dispute arising under the Contract, a party may demand that
the dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules.
Modification; Waiver. To change anything in the Contract, the Client and Lifether must agree to that change in writing and sign a document showing
their contract. Neither party can waive its rights under the Contract or release the other party from its obligations under the Contract, unless the waiving
party acknowledges it is doing so in writing and signs a document that says so.
Notices
(a) Over the course of the Contract, one party may need to send a notice to the other party. For the notice to be valid, it must be in
writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested).
The notice must be delivered to the party’s address listed at the end of the Contract or to another address that the party has provided in writing as an
appropriate address to receive notice.
(b) The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered
personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgement of receipt; (iii) if delivered
by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt.
If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received
when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a business day at the location specified in the address for that
party, or on a day that is not a business day, then the notice is considered received at 9:00am on the next business day.
Severability. This section deals with what happens if a portion of the Contract is found to be unenforceable. If that’s the case, the unenforceable
portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be
disregarded. If any portion of the Contract is changed or disregarded because it is unenforceable, the rest of the Contract is still enforceable.
Signatures. The Client and Lifether must sign the Contract using an e-signing system. These electronic signatures count as originals for all purposes.
Governing Law. The laws of the state of California govern the rights and obligations of the Client and Lifether under the Contract, without regard to
conflict of law principles of that state.
Entire Contract. The Contract represents the parties’ final and complete understanding of this job and the subject matter discussed in the Contract. The Contract
supersedes all other contracts (both written and oral) between the parties.