Assumptions

Payment

By accepting, you authorize Monumental to charge and keep your credit card securely on file with our payment processor, Stripe, for today's payment with acceptance, and for the same amount monthly in advance thereafter. You acknowledge that you will receive a receipt for each charge made and that no prior notification is needed. You understand that payments are non-refundable, and that returned or failed credit card charges are subject to a $25 fee per incident.

You understand that this authorization will remain in effect until you request that the agreement be terminated, subject to the Term, Termination, and Suspension clause below. You acknowledge that you are responsible for making this request at least 30 days in advance of the renewal date to ensure you are not charged again.

Term, Termination, and Suspension

Firewatch is a monthly contract. Hours renew on the first day of each month and expire on the last day of each month. Hours do not roll over, and are non-refundable.

This agreement may be terminated (i) by either party with 30-days advance written notice prior to the automatic renewal. Otherwise, (ii) by one party upon the uncured material breach by the other party that is not cured within 30 days of receiving written notice of the breach, or (iii) by us if you engage in behavior that we reasonably conclude is racist, sexist, or otherwise discriminatory and you do not correct the behavior within 30 days of receiving written notice from us. We may suspend our work if you are late on any payment or otherwise in breach of your obligations. Upon termination, unused hours will be forfeited.

Intellectual Property

After you have paid us as provided in this agreement, Monumental hereby assigns you all of our rights in the final work comprising the Deliverables (other than Licensed Materials and Tools). Upon assignment, we hereby grant you a nonexclusive, royalty-free, perpetual, worldwide license to use, modify, display, and otherwise take full lawful advantage of the Tools as contemplated by the agreement. We will advise you of agreements or restrictions governing the Licensed Materials and you agree to comply with those agreements.

Licensed Materials means materials incorporated into the Deliverables that are subject to license agreements or restrictions (e.g., open source software, fonts, stock images).

Tools includes our intellectual property (including designs, methods, software, HTML, CSS, markup, and trade secrets) that either preexist this agreement, are developed by us other than in providing services to you, or that are not uniquely applicable to the Deliverables. Tools does not include code libraries owned by Monumental that are subject to open source licenses.

You authorize us to access your website, hosting provider, and other online services as necessary to perform our work. We may use this access to limit or remove access to work that has not been paid for.

You are responsible for any information or specifications provided to us and we may rely on that information and specifications without independent verification.

Representations

We promise that (i) the graphic and visual elements of our designs are our original creation, (ii) we have the right to assign the graphic and visual elements of our designs, and license the Tools, to you, (iii) our work will be performed in accordance with industry standards, and in compliance with applicable laws; and that (iv) to our knowledge, our work does not infringe the intellectual property rights of any third parties.

You promise that (i) you are the sole owner of all materials you provide  to us or that you have the authority to use those materials in the manner planned, (ii) the materials you provide us do not infringe any intellectual property rights of third parties, and that (iii) you will use our work in compliance with applicable laws.

Indemnification

Subject to the exclusions below, we agree to indemnify you against all costs, expenses and losses (including reasonable attorney fees and costs) incurred by you that arise out of our breach of our representations and covenants in this agreement. You agree to indemnify us and our principals against all costs, expenses, and losses (including reasonable attorney fees and costs) incurred by us and our principals that arise out of or relating to a breach by you of your representations or covenants in this agreement.

We are not required to indemnify you for claims that result from: (i) your negligent or willful acts; (ii) our compliance with your instructions; or (iii) a claim work is infringing where the alleged infringement is due to modifications made by you or the inclusion of your materials.

Disclaimers and Limitations. Except as represented in this agreement, our services and work product are provided "AS IS". Neither party is liable, whether in contract or in tort, for any special, indirect, incidental or consequential damages, or lost profits, that may arise from or in connection with this agreement. Our maximum liability to you is limited to the fees paid by you with respect to the work giving rise to the liability. You may not set-off against amounts due to us.

Portfolio

After our work has been released to the public, we may publish images and a description of our work, your name and logo, and links to your website in our portfolio for marketing and promotional purposes without charge and without further permission.

Attorney Fees

The prevailing party in any dispute regarding this agreement, including in tort, is entitled to recover reasonable attorneys' fees, costs and expenses incurred with respect to such dispute and in any appeal.

Governing Law; Dispute Resolution

Indiana law governs disputes related to this agreement, including tort claims. The exclusive venues for resolving any disputes related to this agreement are the state and federal courts for Marion County, Indiana.

Contractors

We may utilize contractors in performing our work. If we use contractors, we will ensure those contractors comply with this Agreement. We are an independent contractor to you. Our employees and subcontractors are not employees of yours. We will pay all salaries, taxes, insurance and benefits with respect to our personnel.

Tax Matters

Although we may provide tangible items to you, this agreement is a contract for services and not the sale of goods. You are responsible for any sales or use taxes due for the work provided under this agreement and we may invoice you for such additional amounts.

Miscellaneous

We record certain phone and video conferences with you for reference during our project. We will keep these recordings and other information you provide us confidential and only disclose it to our employees and contractors as necessary to perform our work. This "agreement" includes this agreement and any SOW associated with it. The work described in a SOW will be provided pursuant to this agreement except as modified by the applicable SOW. This agreement is not assignable by you without our written consent. No amendment to this agreement is effective unless in writing and signed by both of us (email approvals acceptable).

This agreement is our entire understanding with respect to the work we are to perform for you and supersedes all prior understandings, whether written or oral. This agreement may be signed in separate counterparts. There are no third party beneficiaries to this agreement. The rule that an agreement is to be construed against the drafter does not apply to this agreement.