Effective Date: January 1, 2019

SET-UP / ONE TIME (ie. website design, graphic design, branding elements etc) PAYMENT TERMS
Due in 1/3’s or 1/2’s with amounts due at beginning, middle and end of project. Website design must be paid in full BEFORE release or launch. Payments must be kept current to keep moving forward. If project needs additional time and goes beyond initial estimate, we will contact you before incurring any additional work. If approved, work will be incurred and will be due upon completion.

Your credit/debit card will automatically be processed 1-3 days after sending your invoice. If we do not have your card on file, a check is due within 7 days of date on invoice. Mail check payable to our billing location: Downtown Design LLC, 117 1st Ave E, Clark, South Dakota 57225

MONTHLY SERVICE PAYMENT TERMS (different than above):
All monthly services (Hosting, SEO, Website Payment Installments) must be paid with a debit or credit card. Annual payment option is available with a 5% discount when paid up front and may be paid with cash or check. Any applicable monthly services will begin either, 1) when new website is launched 2) 90 days from date of contract signature, or 3) as schedule without website services, whichever applies.

ARTWORK RIGHTS
As a work-for-hire company, we transfer all rights of artwork to our clients upon full payment of project. No additional artwork rights fees will be charged for the exchange.

WEBSITE MIGRATION RIGHTS
Our clients have the right to migrate any website created by Downtown Design, LLC to another server, provided there are no outstanding balances, including applicable cancelation fees. Upon written request, Downtown Design, LLC will provide the content management system admin login, providing our client a 30-day full access period for the website migration. It is the client’s responsibility to perform or hire another company to perform the migration. Downtown Design, LLC is not responsible for any issues that may arise from the migration and is not obligated to assist in the process. If Downtown Design, LLC does choose to assist the client in the migration, time incurred in the process will be billed at our hourly rate.

CONFIDENTIALITY AGREEMENT
All content, information, ideas, formats, methods, procedures, data or other records that are disclosed between Downtown Design, LLC and the client throughout the execution of this contract are considered private and confidential. The Confidential Material is made available in strict and complete trust and confidence. Neither Downtown Design, LLC or the client shall reproduce any Confidential Material, nor disclose any to third parties or use in any matter, except with prior written permission of the other party.

LIMITATION OF LIABILITY
In no event shall Downtown Design, LLC, nor any of its offices, members, agents, employees, sub-contractors or advisors be held liable in contract or in tort (including: without limitation strict liability and negligence), or for any warranty, or up any indirect, exemplary or other damages incurred or suffered in connection with Downtown Design, LLC, this agreement or any third party services used.