TERMS & CONDITIONS

The following terms and conditions (“Terms and Conditions”) are incorporated into the Agreement between BRDY Studio and Client.

1. Services. Client hereby engages BRDY Studio to provide the Services (and deliver associated Deliverables, as defined below) in accordance with and upon the Agreement, these Terms and Conditions, and each SOW.
2. Statements of Work. Each SOW shall include, to the extent appropriate: (i) a description of the Services to be provided by BRDY Studio; (ii) any work product and specific deliverables to be developed or supplied by BRDY Studio during the course of the Services (the “Deliverables”); (iii) the amounts payable to BRDY Studio for the Services to be performed; and (iv) such additional provisions which are not otherwise set forth in the Agreement or these Terms and Conditions.
3. Change Orders. Client may request changes, deletions, or revisions to the Services to be provided pursuant to a SOW, provided that all such changes are submitted in writing by Client and approved in writing by BRDY Studio (each a “Change Order”). If BRDY Studio determines that a Change Order is necessary, BRDY Studio shall notify Client in writing of such Change Order and fee revision(s), if any, in advance of carrying out such changes. PAID PLUG-INS, THIRD PARTY
4. Fees, Expenses, and Payments. Client shall pay to BRDY Studio the fees set forth on the applicable SOW and shall reimburse BRDY Studio for all out-of-pocket expenses associated with the provision of the Services, including, but not limited to, any plug-in and third-party costs, within thirty (30) days of the date of BRDY Studio’s invoice, unless otherwise provided for in the applicable SOW. If payment is not received when due, Client shall be charged a late payment fee equal to 5% of the outstanding balance. Additionally, interest on any unpaid amount shall accrue at the greater of the rate of 1.5% per month or the maximum amount permitted by law until paid. No payment by Client of a lesser amount than the total amount due shall be deemed to be a payment in full, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and BRDY Studio may accept such check or payment without prejudice to BRDY Studio’s right to recover the balance of such amount due or pursue any other remedy provided for herein. All fees payable to BRDY Studio shall be non-refundable, notwithstanding any termination of the Agreement. BRDY Studio may, without limitation or penalty, discontinue the provision of Services in the event of a dispute and/or delinquent fees. Further, if Client engages BRDY Studio to provide multiple Services and fails to make payment when and as due for any such Service, BRDY Studio reserves the right to suspend or discontinue all Services under any SOW until Client has paid in full. New or additional Services requested by Client that are not listed on a SOW or a Change Order (“Extra Services”) shall be agreed to in writing by the parties through the execution of a sequentially numbered SOW, and, unless specified by the applicable SOW, the Extra Services shall be billed at BRDY Studio’s then prevailing rates. Fees, expenses, and payments due to BRDY Studio by Client shall not be subject to set-off or counterclaim.
5. Term and Termination. The Agreement shall commence on the Effective Date and continue for an initial term of twelve (12) months (the “Initial Term”), unless earlier terminated in accordance with this Section. Following the Initial Term, the Agreement shall automatically renew on a month-to-month basis (each, a “Renewal Term”), unless either Party provides at least thirty (30) days’ prior written notice of termination before the start of the next Renewal Term. BRDY Studio may terminate the Agreement immediately, without advance notice, by written notice to Client if: (i) Client materially breaches the Agreement and fails to cure such breach within ten (10) days after receipt of written notice thereof; (ii) Client fails to cooperate with BRDY Studio or otherwise fails to provide timely, accurate, or complete information reasonably requested by BRDY Studio in order to perform the Services; (iii) Client engages in conduct that, in BRDY Studio’s reasonable judgment, makes continued performance of the Services impracticable, unlawful, or inconsistent with BRDY Studio’s professional standards or reputation; or (iv) Client becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of any voluntary or involuntary bankruptcy, receivership, or similar proceeding. Upon any termination of the Agreement, irrespective of cause or which Party initiates termination, Client shall pay BRDY Studio for all Services rendered through the effective termination date.
6. Promises. 

1. Each Party, to the extent applicable, represents and warrants to the other that it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization. Each Party further represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder; that the execution and delivery of this Agreement have been duly authorized by all necessary corporate or organizational action; that this Agreement constitutes a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms; and that its performance under this Agreement will not conflict with or violate any other agreement or legal obligation by which it is bound.
2. BRDY Studio represents and warrants that the Services will be performed in a professional and workmanlike manner, consistent with generally prevailing industry standards. BRDY Studio further represents that any hosting, maintenance, or website management Services provided will be performed using commercially reasonable efforts to maintain availability and functionality, subject to scheduled maintenance, downtime, and events outside of BRDY Studio’s reasonable control. BRDY Studio will also use commercially reasonable efforts to maintain industry-standard security measures for any managed hosting environments it controls. BRDY Studio may engage qualified third-party service providers or contractors in the performance of certain Services. BRDY Studio does not warrant that the Services, Deliverables, or any third-party products or services used in connection therewith will be uninterrupted, error-free, secure, or free of viruses or other harmful components. Hosting and website services may be subject to limitations, delays, and other issues inherent in the use of the internet and electronic communications, and BRDY Studio shall not be liable for any such issues outside its reasonable control.
3. Client represents and warrants that it will provide BRDY Studio with timely access to all information, materials, consents, licenses, software, hardware, credentials, and personnel reasonably required by BRDY Studio to perform the Services. Client further represents and warrants that any materials, content, or instructions it provides to BRDY Studio do not infringe or misappropriate any third-party rights or violate applicable laws or regulations. Client is solely responsible for the accuracy, completeness, and legality of any data, content, or information it provides to BRDY Studio, and it will maintain adequate backups and redundancy of its own data, systems, and content unless expressly contracted for as part of the Services. Client shall furnish all requested materials, data, and information as and when reasonably required by BRDY Studio, and shall provide access to Client personnel, designees, staff, employees, students, stakeholders, constituents, and agents to the extent reasonably necessary for BRDY Studio to fulfill its responsibilities under this Agreement. All delivery timeframes set forth in any SOW shall be extended on a day-for-day basis, or longer to the extent of resource constraints, for any delays caused by Client’s failure to cooperate or to provide requested information. In the event of a Client-caused delay that impacts BRDY Studio’s ability to fulfill its obligations under this Agreement or any SOW, BRDY Studio reserves the right to adjust the fees associated with the affected Services. BRDY Studio may suspend performance of a project if a Client-caused delay lasts ten (10) business days or longer.

7. Hosting Services and Other Support. BRDY Studio relies on third-party providers for web hosting services and, except as otherwise required herein, BRDY Studio does not guarantee the performance, uptime, or availability of Client’s website. In connection with any migration of Client’s domain to a new server, domain-based email may be interrupted. Client agrees to cooperate with BRDY Studio in scheduling and coordinating any such migration to minimize potential disruption, and acknowledges that BRDY Studio does not provide support for email configuration or related issues unless expressly set forth in a SOW. BRDY Studio develops and maintains websites to function on the most commonly used, current versions of major browsers and devices. Additional service fees may apply if backwards compatibility is required for older browsers or devices, and design compromises may be necessary in order to achieve such compatibility. BRDY Studio will use commercially reasonable efforts to provide support services in connection with the website or other Services expressly identified in a SOW. Such support may include, without limitation, assisting with functionality issues, troubleshooting service interruptions, and restoring backup versions in the event of a website outage, hack, or similar incident. Unless otherwise set forth in a SOW or a separate maintenance agreement, all such support services shall be billed at BRDY Studio’s then-current hourly support rates
8. Remedies. Client’s sole and exclusive remedy for any claim against BRDY Studio with respect to the quality of the Services shall be the correction by BRDY Studio of any material defects or deficiencies therein when Client notifies BRDY Studio in writing within thirty (30) days after the completion of that portion of the Services that a correction is needed. In the absence of any such notice, the Services shall be deemed satisfactory to, and accepted by, Client, subject to any warranties provided for herein, if any.
9. Independent Contractor. BRDY Studio is engaged by Client as an independent contractor, and nothing in this Agreement shall be construed to create an employer-employee relationship, partnership, joint venture, or agency relationship between the parties. BRDY Studio shall retain full control over the manner and means of performing the services, including the selection of methods, procedures, and schedules.
10. Taxes. Client shall pay any applicable sales and use taxes and any other comparable taxes, if any, which arise from BRDY Studio’s provision of the Services hereunder.
11. Indemnification. The parties shall indemnify, defend, and hold harmless the other party and its owners, managers, affiliates, employees, and third-party agents, at the indemnifying party’s own cost and expense, from and against any and all liabilities, damages, losses, claims, demands, causes of action, debts, costs, and expenses, including attorneys’ fees and court costs, to the extent the same is based upon a claim that: (i) the indemnifying party has breached any of its representations, warranties, or obligations hereunder; (ii) that arises out of the indemnifying party’s negligence or misconduct; or (iii) that any materials (including, without limitation, any photographs or images of any kind) or information provided to the indemnified party infringes or violates any patent, copyright, trademark, trade name, trade secret, license, or any other intellectual property right or other right of any third-party.
12. Limitation of Liability. To the maximum extent permitted by law, under no circumstances shall BRDY Studio be liable to Client or any third party for any consequential, incidental, indirect, exemplary, special, liquidated, or punitive damages, including lost revenues, lost profits, loss of data, or loss of goodwill, relating to these terms or Client’s use of the Services, regardless of whether the claim giving rise to such damages is based upon breach of warranty, breach of contract, negligence, tort, or other theory of liability, even if BRDY Studio has been advised of the possibility thereof. Moreover, BRDY Studio shall not be liable for any delay or temporary disruption of any access to the Services, regardless of such length, due either to technical problems or circumstances beyond BRDY Studio’s control. Access to, and use of, the Services is at Client’s own discretion and risk, and Client will be solely responsible for any damages resulting therefrom.
13. Cap on Damages. To the maximum extent permitted by law, notwithstanding anything herein to the contrary, BRDY Studio’s cumulative liability to Client for any and all causes of action arising out of or relating to the Agreement or any SOW shall not exceed, in the aggregate, the lesser of: (i) the sum of the fees under the applicable SOW which were paid by Client to BRDY Studio within the three (3) month period immediately preceding the event giving rise to the claim; or (ii) Two Thousand Dollars ($2,000), regardless of whether the claim giving rise to such damages is based upon breach of warranty, breach of contract, negligence, tort, or other theory of liability.
14. Compliance with Laws. Client and its managers, employees, and agents shall comply at all times with all applicable laws, rules, and regulations.
15. Force Majeure. If the performance of any part of the Services by BRDY Studio is prevented, hindered, delayed, or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, acts of terrorism or war, labor disputes, act of God, epidemic or pandemic, interruptions in telecommunications, internet services or network provider services, or any other causes beyond the control of BRDY Studio, BRDY Studio shall be excused to the extent that performance of the Services is prevented, hindered, or delayed by such causes and BRDY Studio shall not be liable for any delay or temporary disruption of any Services resulting therefrom.
16. Intellectual Property. All business literature, documents, slides, infographics, processes, patents, prototypes, hardware, software, trade secrets, proprietary technology, tests, analyses, notes, product development information, designs, capabilities, ideas, algorithms, formulas, compositions, data, techniques, discoveries, improvements, inventions (whether patentable or not), works of authorship, and other intellectual property created, owned, or otherwise used by BRDY Studio in connection with the performance and delivery of the Services (collectively, the “BRDY Studio IP”) shall remain the sole and exclusive property of BRDY Studio. Notwithstanding the foregoing, all final website code, designs, graphics, and other materials that are specifically developed by BRDY Studio under this Agreement and delivered to Client as completed work product for Client’s use (collectively, the “Deliverables”) shall be deemed “works made for hire” to the extent permitted by law and shall be owned exclusively by Client upon BRDY Studio’s receipt of full payment for such Deliverables. To the extent any Deliverables do not qualify as works made for hire, BRDY Studio hereby assigns to Client all right, title, and interest in and to such Deliverables, subject to BRDY Studio’s retention of ownership of the BRDY Studio IP. BRDY Studio’s methodologies, tools, templates, frameworks, software, pre-existing code libraries, plug-ins, proprietary content management systems, and other know-how, whether created before or during the Term of this Agreement (collectively, “Know-How”), constitute BRDY Studio IP and are not considered Deliverables. BRDY Studio grants Client a non-exclusive, royalty-free, limited license to use such Know-How solely to the extent it is incorporated into the Deliverables and solely for Client’s internal business purposes, conditioned on Client’s payment in full for the Services. Each Party shall retain all right, title, and interest in and to its respective pre-existing intellectual property and any modifications or derivative works thereof, and nothing in this Agreement shall transfer ownership of such pre-existing materials
17. Client Material. Any and all data, artwork, materials, logos, images, and other information provided by Client to BRDY Studio, if any, in connection with the performance of the parties’ obligations under the Agreement (the “Client Material”) shall remain the sole and exclusive property of Client. Client represents and warrants that it has the unrestricted right to provide Client Material to BRDY Studio for BRDY Studio’s use in providing the Services. Client further represents to BRDY Studio and unconditionally guarantees that any elements of Client Material, along with any other text, graphics, photos, designs, trademarks, or other artwork furnished to BRDY Studio, or that Client directed BRDY Studio to use, for inclusion in the Services, are owned by Client, or that Client has permission from the rightful owner to use each of these elements, and that Client will indemnify and hold harmless, protect, and defend BRDY Studio from any claim or suit arising from the use of any elements furnished by Client.
18. Confidentiality. Both parties shall maintain as confidential and shall not disclose, copy, nor use for purposes other than the performance of the Agreement, any information or proprietary materials (in every form and media) which relate to the other party’s business affairs, trade secrets, services, and information and material identified by a party as “Confidential” (“Confidential Information”). Each party shall protect the other party’s Confidential Information with the same degree of care it exercises to protect its own confidential information (but in no event less than a commercially reasonable standard of care) and to prevent the unauthorized, negligent, or inadvertent use, disclosure, or publication thereof. The confidentiality obligations contained herein shall survive the termination of the Agreement. Upon the termination or expiration of the Agreement, each party shall return all Confidential Information of the other party to such party and shall not retain any copies, extracts, or other reproductions, in whole or in part, of such tangible material. In the event of a breach by either party of a duty of confidentiality, monetary damages alone shall be deemed inadequate and the non-breaching party shall be entitled to injunctive, equitable, and other legal relief, including repossession of any proprietary information.
19. Marketing. BRDY Studio may display or use Client’s name, trade names, commercial symbols, logos, service marks, trademarks, system names, website links, or other identifying information in advertising, news communications, promotional materials, or otherwise, regardless of media format.
20. Non-Disparagement. Neither BRDY Studio nor Client nor any of their owners, managers, officers, affiliates, employees, and third-party agents shall make any statement publicly, in writing or by other media, disparaging the other party, and each party’s actions (including actions by their owners, managers, officers, affiliates, employees, and third-party agents), whether by omission or commission, that harms the public or private perception of the other party, will constitute a material breach of the Agreement. However, the foregoing is not intended to preclude accurate and factual reporting by either party in connection with any law, regulation, or legal right.
21. Miscellaneous. The Agreement, these Terms and Conditions, and each SOW constitute the complete and exclusive agreement between the parties concerning the Services and may be modified only by a written instrument signed by an authorized representative of both parties. If any provision of the Agreement is held by a court of competent jurisdiction to be void or unenforceable, such court shall construe such provision to the fullest extent permitted by law, and the remaining provisions shall remain in full force and effect as if the void or unenforceable provision were originally deleted or modified. Client shall reimburse BRDY Studio for all expenses, including reasonable attorneys’ fees, expert witness fees, court costs, and other expenses incurred by BRDY Studio in enforcing its rights under the Agreement. Any notices, requests, demands, waivers, consents, approvals, confirmations, or other communications (each, a “Notice”) required or permitted under the Agreement shall be in writing and deemed given if delivered personally, sent by U.S. certified mail (return receipt requested), by express courier, or by electronic mail to the addresses (and, in the case of email, to the email addresses) set forth in the Agreement, these Terms and Conditions, or as most recently provided in writing by a party. Unless otherwise designated by BRDY Studio, all Notices to BRDY Studio shall be delivered to: BRDY Studio, Attn: Jon Moorman, Managing Owner, 103 South Carroll Street, Suite 2E, Frederick, Maryland 21701, and jon@brdystudio.com (or such other email address as may be designated by BRDY Studio in writing). Notices to Client shall be delivered to the physical address and email address listed for Client in the Agreement, unless otherwise updated by Client in writing. Client may not sell, pledge, license, assign, or otherwise transfer, whether voluntarily, by operation of law, or otherwise, any of its rights or obligations under the Agreement or any applicable SOW without BRDY Studio’s prior written consent, which consent may be granted or withheld in BRDY Studio’s sole discretion. The Agreement and any applicable SOW shall be binding upon the Parties and their permitted successors and assigns. The waiver by either party of any breach of the Agreement shall not be construed as a waiver of any subsequent breach. The Agreement shall be governed by and construed in accordance with the laws of the State of Maryland, without regard to its conflict of laws principles. Any legal action arising under the Agreement shall be brought exclusively in a court located in Frederick County, Maryland. In the event of a conflict between the Agreement, these Terms and Conditions, and any SOW, the terms of the applicable SOW shall prevail. The Agreement shall not be construed more strictly against either party by virtue of the fact that it was drafted by such Party or its counsel, it being acknowledged that both parties have contributed materially to its preparation and that the Agreement is the product of arms-length negotiation.