In this page:
- SILICON DESIGNERS Terms and Conditions
- WEBSITE DESIGN AGREEMENT
SILICON DESIGNERS TERMS AND CONDITIONS
BY VISITING, BROWSING, ACCESSING, SHOPPING, REQUESTING EITHER ONLINE OR OFFLINE SERVICES, OR OTHERWISE USING THIS WEB SITE (THE “SITE”) OPERATED BY SILICON DESIGNERS YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. (UNLESS THE CLIENT HAS SIGNED A SEPARATE FORMAL PURCHASE AGREEMENT WITH OF SILICON DESIGNERS. IN WHICH CASE THE SEPARATE AGREEMENT SHALL GOVERN.
IMPORTANT INFORMATION ABOUT THIS LEGAL CONTRACT
The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.
· the terms “site”, “store”, “website”, “web site” refer to the SILICON DESIGNERS website, the
· terms “SILICON DESIGNERS”, “we”, “us” and “our” refer to the SILICON DESIGNERS shall relate to SILICON DESIGNERS and its affiliates
· the terms “user”, “you”, “your” and “client” refer to CLIENT, shall relate to a CLIENT of SILICON DESIGNERS or other party that visits, browses, shops, accesses or otherwise uses the Site
· the terms “terms and conditions”, “terms”, “conditions”, “contract” refer to this User Agreement
1. ACCEPT OF CONTRACT TERMS
This Liability, and all of its terms and conditions, policies and notices constitute a legal contract between you and SILICON DESIGNERS. By visiting, browsing, shopping, accessing or otherwise using the Site, you acknowledge that you have read, understood, and agree to be bound by this User Agreement and comply with all applicable laws and regulations.
By visiting, browsing, accessing, shopping, or otherwise using the website and/or requesting any type of products or services from us, ether online or offline you engage in our “Service” and agree to be bound by the following terms and conditions including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms and Conditions apply to all users of the website, including without limitation users who are browsers, vendors, CLIENTs, merchants, and/ or contributors of content.
This Use Agreement constitutes the entire agreement between the CLIENT and SILICON DESIGNERS relating to the purchase or sale of products or services on the Site. The User Agreement may only be modified or terminated with regard to products or services that have been purchased or sold on the Site in a writing signed by SILICON DESIGNERS. Electronic records (including signatures), that are otherwise valid, shall be accepted under the User Agreement. The CLIENT consents to receive electronic records, which may be provided via a web browser or e-mail or other similar electronic methods; consumers may withdraw consent to receiving electronic records or have the record provided in non-electronic form by contacting SILICON DESIGNERS at the address provided in section 27 of this Use Agreement.
The material provided on this Site is protected by law, including, but not limited to, United States copyright law and international treaties. This Site is controlled and operated by SILICON DESIGNERS. SILICON DESIGNERS makes no representation that materials in the Site are appropriate or available for use in other locations, and access to them from territories where their contents are illegal is not authorized. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with applicable local laws.
Any claim relating to, and the use of, this Site and the materials contained herein is governed by the laws of the state of CA without regard to conflict of law rules. You consent to jurisdiction of the federal and state courts located in LA County, CA to hear any such claims.
2. CHANGES TO TERMS AND CONDITIONS
3. USER USAGE
By agreeing to these User Agreement, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.
You may not use our products or services for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
Access, Interference and Linking SILICON DESIGNERS grants you a limited license to access and make personal use of the Site and not to download (other than page caching) or modify it, or any portion of it, except as provided below under “Use Restrictions,” or with express written consent of SILICON DESIGNERS.
4. GENERAL CONDITIONS
The copyright in all material provided on this Site is held by SILICON DESIGNERS or by the original creator of the material. Except as stated herein, none of the material may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of SILICON DESIGNERS or the copyright owner. Permission is granted to display, copy, distribute and download the materials on this Site for personal, non-commercial use only, provided you do not modify the materials and that you retain all copyright and other proprietary notices contained in the materials. This permission terminates automatically if you breach any of these terms or conditions. Upon termination, you must immediately destroy any downloaded or printed materials. You also may not, without SILICON DESIGNERS’ prior written permission, “mirror” any material contained on this Site on any other server. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us.
All trademarks and registered trademarks are the sole property of their respective owners. Photographs courtesy of respective manufacturers. SILICON DESIGNERS and the Circle of Service logo are trademarks of “SILICON DESIGNERS”.
Any unauthorized use of any material contained on this Site may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.
5. ACCURACY, COMPLETENESS, AND TIMELINESS OF INFORMATION
SILICON DESIGNERS uses reasonable efforts to include accurate and up-to-date information on the Site but makes no warranties or representations as to the Site’s accuracy. SILICON DESIGNERS assumes no liability or responsibility for any errors or omissions in the content and if information made available on this site is not accurate, complete or current. Any reliance on the material on this site is at your own risk.
This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.
6. MODIFICATIONS TO THE SERVICE AND PRICES
Prices for our offers, products and services are subject to change without notice. High volume bids are welcome!
We reserve the right at any time to modify or discontinue any of our offers, products or Services (or any part or content thereof) without notice at any time.
We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service or Product.
7. PRODUCTS OR SERVICES
Certain products or services may be available exclusively online through the website or offline. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy.
We have made every effort to display as accurately as possible the details of our products that appear at the Site. We cannot guarantee that your device monitor’s display of any color will be accurate.
We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region, or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. Any offer for any product or service made on this site is void where prohibited.
We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.
8. ACCURACY OF BILLING AND ACCOUNT INFORMATION
We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person or per order. These restrictions may include orders placed by or under the same CLIENT account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.
You agree to provide current, complete, and accurate purchase and account information for all purchases made from us. You agree to promptly update your account and other information, including your email address and payment method and related expiration dates, so that we can complete your transactions and contact you as needed.
9. OPTIONAL TOOLS
We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.
You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms and Conditions.
10. THIRD-PARTY LINKS
SILICON DESIGNERS does not review or control third-party sites that link to or from the Site. Certain content, products and services available via our Service may include materials from third-parties. Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties. We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
11. THIRD-PARTY PRODUCT AND SERVICE DISCLAIMER
Some products or services sold by SILICON DESIGNERS are third-party products and are subject to the warranties and representations of the applicable manufacturers or service providers. Accordingly, SILICON DESIGNERS makes no representation or warranty with respect to these products and services sold.
12. USER COMMENTS, FEEDBACK, AND OTHER SUBMISSIONS
If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, ‘comments’), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.
We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms and Conditions.
You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.
13. ERRORS, INACCURACIES AND OMISSIONS
Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service, product or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website should be taken to indicate that all information in the Service or on any related website has been modified or updated.
14. PROHIBITED USES
The following activity on the Site is expressly prohibited: Any non-personal or commercial use of any robot, spider, other automatic device, or manual process to monitor or copy portions of the Site or the content contained herein without prior written permission by SILICON DESIGNERS; transmit any malware, worms, viruses or any code of a destructive nature; collection or use of any product listings, descriptions, or prices, from the Site for the benefit of another merchant that supplies products competitive with or comparable to those offered on the Site; and, any use of, visits to, or other action that imposes an unreasonable or disproportionately large load on the Site, or otherwise interferes with its proper and timely functioning.
Any unauthorized use, breach or violation of any of the terms and will result in an immediate termination of this User Agreement. We reserve the right to refuse service to anyone for any reason at any time.
You are granted a limited, revocable, and nonexclusive right to use the Site, so long as your usage does not portray SILICON DESIGNERS, its affiliates, or their products or services in a false, misleading, derogatory, or otherwise offensive matter. You may not use any SILICON DESIGNERS logo or other proprietary graphic or trademark as part of the link without express written permission.
In addition to other prohibitions as set forth in the Terms and Conditions, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
15. ORDERS; PAYMENT TERMS; INTEREST; TAXES
Orders are not binding upon SILICON DESIGNERS until accepted by SILICON DESIGNERS. Terms of payment are within SILICON DESIGNERS’ sole discretion. Invoices are due and payable within the time period noted on the invoice, measured from the date of the invoice. SILICON DESIGNERS may invoice parts of an order separately. CLIENT agrees to pay interest on all past-due sums at the highest rate allowed by law. The CLIENT is responsible for sales and all other taxes associated with the order.
16. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free. We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable. You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you. You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided ‘as is’ and ‘as available’ for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
In no case shall SILICON DESIGNERS, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content or product posted, transmitted, or otherwise made available via the service, even if advised of their possibility. SILICON DESIGNERS will not be liable for products or services not being available for use or for lost or corrupted data, tools or software. User agrees that for any liability related to the purchase of products or services, SILICON DESIGNERS is not liable or responsible for any amount of damages above the aggregate dollar amount paid by CLIENT for the purchase(s) under this agreement. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
SILICON DESIGNERS HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER BY SILICON DESIGNERS IN NO WAY AFFECTS THE TERMS OF THE MANUFACTURER’S WARRANTY, IF ANY.
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL SILICON DESIGNERS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR PROFIT, ARISING OUT OF THE USE, OR THE INABILITY TO USE, THE MATERIALS ON THIS SITE, EVEN IF SILICON DESIGNERS OR A SILICON DESIGNERS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOUR USE OF MATERIALS FROM THIS SITE RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ANY COSTS THEREOF. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
17. TITLE; RISK OF LOSS
Title to products or services herein being purchased is retained by the seller until goods are paid for by the purchaser and at that time title passes to the purchaser.
You agree to indemnify, defend and hold harmless SILICON DESIGNERS and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms and Conditions or the documents they incorporate by reference or your violation of any law or the rights of a third-party.
In the event that any provision of these Terms and Conditions is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms and Conditions, such determination shall not affect the validity and enforceability of any other remaining provisions.
In the event of any conflict between the terms and conditions stated on your purchase order and this User Agreement or any terms and conditions on our invoice, you agree that the provisions of this User Agreement and our invoice shall control.
The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this User Agreement for all purposes.
These Terms and Conditions are effective unless and until terminated by either you or us. You may terminate these Terms and Conditions at any time by notifying us that you no longer wish to use our Products and Services, or when you cease using our site.
If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms and Conditions, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).
21. GOVERNING LAW
THIS AGREEMENT AND ANY SALES HEREUNDER SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO CONFLICTS OF LAWS RULES. THE CLIENT CONSENTS TO THE JURISDICTION OF THE FEDERAL OR STATE COURTS LOCATED IN LOS ANGELES COUNTY, CALIFORNIA FOR PURPOSES OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF THIS USER AGREEMENT.
ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, COMMON LAW, INTENTIONAL TORT AND EQUITABLE CLAIMS) arising from or relating to this User Agreement, its interpretation, or the breach, termination or validity thereof, the relationships which result from this User Agreement (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories to this User Agreement), SILICON DESIGNERS’ advertising, or any related purchase SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION ADMINISTERED BY THE NATIONAL ARBITRATION FORUM (NAF) under the Code of Procedure of ARBITRATION-FORUM.COM (the “Code”) in effect at the time the claim is filed. The Code is available at http://www.arbitration-forum.com. Notwithstanding any choice of law provision included in this User Agreement, this arbitration agreement is subject to the Federal Arbitration Act (9 U.S.C. 1-16) and the New York Convention on the Enforcement of Arbitration Awards (9 U.S.C. 201-208 or as codified in the jurisdiction where enforcement of the award is sought). Hearings shall be held as provided by the Code and if any In-person Hearing is required, it shall be held in Los Angeles, CA. Judgment on the award rendered by the arbitrator(s) may be entered by any court having jurisdiction. Each party shall bear its own cost of any legal representation, discovery, or research required to complete arbitration.
24. Return and Shipping Policy
Please review our Shipping and Return Policy here; https://silicondesigners.com/return-and-shipping-policy/
25. INTERNET DISCLAIMER
Internet connectivity requires access services from an Internet access provider. Contact your internet provider for rates, terms and conditions.
26. CONTACT INFORMATION
Questions about the Terms and Conditions should be sent to us at:
6530 Sausalito Ave, West Hills CA, 91307
27. ENTIRE AGREEMENT
The failure of us to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision.
These Terms and Conditions and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms and Conditions).
Any ambiguities in the interpretation of these Terms and Conditions shall not be construed against the drafting party.
WEBSITE DESIGN AGREEMENT
This Web Design Agreement is entered into as of date of ordering website design service by and between; SILICON DESIGNERS (the “SILICON DESIGNERS”) and you (the “CLIENT”) both of whom agree to be legally bound by this Agreement.
WHEREAS, the CLIENT ordered a website design service to SILICON DESIGNERS, who is engaged in the business of website development, to design such a website (the “Website”). The CLIENT acknowledges SILICON DESIGNERS to implement web design services for his/her company.
NOW, THEREFORE, subject to the terms and conditions hereinafter set forth the CLIENT and the SILICON DESIGNERS hereto (each individually a “Party” and collectively the “Parties”) agree as follows:
1. SILICON DESIGNERS RESPONSIBILITIES
A. Scope of Work
CLIENT hereby retains the services of SILICON DESIGNERS to design the Website accordance with the proposal submitted by SILICON DESIGNERS to CLIENT (the “Service”), and the terms of which are expressly incorporated herein by reference.
SILICON DESIGNERS determine the “Schedule” for the development of the CLIENT Website and send it to the CLIENT by email.
Changes to this Agreement or to any of the specifications of the Website thereof shall become effective only when a written change request is executed by the of CLIENT and SILICON DESIGNERS. In the event that the proposed change will, in the sole discretion of the SILICON DESIGNERS, require a delay in the delivery of the Website or would result in additional expense to the CLIENT, then the CLIENT and the SILICON DESIGNERS shall confer and the CLIENT shall, in its discretion, elect either to withdraw the proposed change or require the SILICON DESIGNERS to deliver the Website with the proposed change and subject to the delay and/or additional expense.
2. WEBSITE DESIGN
A. Design Materials
The design of CLIENT’s Website shall be in substantial conformity with the material provided to SILICON DESIGNERS by CLIENT.
B. Materials Provided by CLIENT
- All materials to be supplied by CLIENT, may be provided via online file-sharing or “Email”. Files will be provided in common standard formats approved by the SILICON DESIGNERS.
- CLIENT as the owner of the new website and content provider is fully responsible and liable to provide Silicon Designers with the original contents and materials or provide within the owners’ permission/rights. It’s impossible for Silicon Designers to check the source of contents and materials for copyright and permissions. Thus Silicon Designers will responsible only for uploading the contents and materials to your website, without any other liability and responsibilities and CLIENT is reliable and responsible for any claim or lawsuits related to the copyright and permissions. which means SILICON DESIGNERS and none of its managers, officers or employees do not have any responsibility and liability after delivery of the Website.
C. Specifications for Home Page
CLIENT’s Website will consist of a Home Page (the “first” page for the Website) that can be reached by typing CLIENT’s website address (Domain) into a Web Browser.
D. Accessibility of Website During Construction
Throughout the construction of the prototype, the Website shall be accessible to the CLIENT. Until the delivery of the final Website, none of the Web Pages of the Website will be accessible to end-users and the home page shows “Under Construction by SILICON DESIGNERS” sign, unless the CLIENT requests for making the uncompleted Website accessible to the public.
E. Walk-through and Delivery
SILICON DESIGNERS will inform the CLIENT for the final walk-through after finishing the final version of the Website by sending an email to CLIENT. If the Website as delivered does not conform with the specifications described on the Service, the CLIENT shall within two (2) days of the date of delivery notify the SILICON DESIGNERS by replying email in writing of the ways in which it does not conform with such specifications. The SILICON DESIGNERS agrees that upon receiving such notice, it shall make reasonable efforts to correct any non-conformity. If such notice is not received within two (2) days, the Website shall be deemed to conform entirely with the specifications described on the Service.
3. WEBSITE HOSTING
A. SILICON DESIGNERS Hosting
During the Website construction period, SILICON DESIGNERS will host the Website on its preferred Web hosting server.
B. CLIENT Hosting
CLIENT shall provide the final hosting server compatible with the Website requirements and prepare the access information to SILICON DESIGNERS during the construction of the Website. SILICON DESIGNERS will transfer the final version of the Website to the final hosting server prepared by the CLIENT within four (4) days after full settlement of the Agreement amount.
4. PRICE AND EXPENSES
A. Price for Website Design
The total price for any order of the Service is vary based on the order specifications (the “Design Fee”). This price covers all work of whatever nature on CLIENT’s Website contemplated in the Service.
The SILICON DESIGNERS may incur costs (including but not limited to travel, lodging, and other costs incidental to the Services) for which it shall be reimbursed by the CLIENT. The SILICON DESIGNERS will obtain approval from the CLIENT prior to incurring such costs.
It is understood and agreed that during the construction, SILICON DESIGNERS shall treat this project as confidential. After delivery of the final Website, however, SILICON DESIGNERS may list CLIENT as a CLIENT of SILICON DESIGNERS and may include a link to CLIENT’s Website on SILICON DESIGNERS’ Website. Also, SILICON DESIGNERS place a permanent footer link on CLIENT Website included a text and SILICON DESIGNERS logo to the SILICON DESIGNERS website.
6. INTELLECTUAL PROPERTY OF THIRD PARTIES
The CLIENT warrants and represents that any content provided to the SILICON DESIGNERS to facilitate the performance of the Services shall not violate the intellectual property rights of any third party and shall indemnify the SILICON DESIGNERS against any claim that results from the provision of such allegedly infringing content. In such cases, the CLIENT is fully responsible for legal liability.
7. OWNERSHIP AND RIGHTS
A. PROPRIETARY RIGHTS.
The Website designed and delivered by SILICON DESIGNERS Except as set forth below, shall be exclusively owned by the CLIENT and shall be considered works made for hire by SILICON DESIGNERS for CLIENT. The CLIENT shall be the owner of all right, title, and interest in any intellectual property in the Website and the Service shall be deemed a Work Made For Hire in accordance with the Copyright Act, as amended from time to time. The SILICON DESIGNERS acknowledges and agrees that the Website will contain proprietary rights and disclaims all rights in such rights. The SILICON DESIGNERS hereby assigns to the CLIENT without further compensation all of its right, title, and interest in the Website and any and all related intellectual property rights thereto.
B. Preexisting Works
The preexisting works that may be used in the construction of any Deliverable are the property of third parties and subject to the owners’ copyrights and its Terms and Conditions. It is included and not limited to CMSs, Shopping Cards, Plugins, modules and so on.
C. “AS IS”
Obviously, this Agreement is for the “Website Design” service only, therefore, the Website delivers “as is”, which means SILICON DESIGNERS and none of its managers, officers or employees do not have any responsibility and liability after delivery of the Website.
8. INDEPENDENT CONTRACTORS
Nothing contained herein shall limit SILICON DESIGNERS’ ability or right to utilize independent contractors provided that such independent contractors agree to be bound by the terms of this Agreement.
9. REPRESENTATIONS AND WARRANTIES
A. No Conflict
CLIENT understands that SILICON DESIGNERS is currently working on one or more similar projects for other CLIENTs. Provided that those projects do not interfere or conflict with SILICON DESIGNERS’s obligations under this Agreement, those projects shall not constitute a violation of this provision of the Agreement.
B. Conformity, Performance
SILICON DESIGNERS represents and warrants that use the top CMS and Shopping Cards such as WordPress and WooCommerce to create the Website and/or Online Shop for the CLIENT. All Deliverables will conform to the specifications and functions set forth in this Agreement.
During the construction, SILICON DESIGNERS will repair any Deliverable that does not meet this warranty within a reasonable period of time. The final Website delivers “as is”, therefore this warranty shall extend for the life of this Agreement and after delivery, SILICON DESIGNERS does not have any kind of responsibility and liability regarding the Website performance, errors, miss functionalities, crashes, security issues, updating, obsoleting over time, renewing the related services and so on.
10. TERM AND TERMINATION
A. Term of Agreement
This Agreement shall last from the date of execution to the completion of the Services, as described herein.
CLIENT may, at its sole option, terminate any or all work outstanding, or any portion thereof, with fifteen (15) days’ written notice to the SILICON DESIGNERS. Upon such notice of termination, the SILICON DESIGNERS will provide an invoice to the CLIENT outlining all costs incurred to the point of such notice. Such costs shall be due and payable upon termination. The SILICON DESIGNERS may withhold any deliverables pursuant to the Services until such payment is made in full.
C. Termination for Cause
This Agreement may be terminated by either party upon thirty (30) days written notice to the other party in the event of a breach of a material provision of this Agreement by the other party, provided that, during the thirty (30) days period, the breaching party fails to cure such breach.
11. FORCE MAJEURE
Neither party shall be liable for any loss or delay resulting from any force majeure event, including acts of God, fire, natural disaster, labor stoppage, war or military hostilities, or inability of carriers to make scheduled deliveries, and any payment or delivery date shall be extended to the extent of any delay resulting from any force majeure event.
SILICON DESIGNERS and the CLIENT indemnify and hold harmless to each other against any claims, expenses, damages, and liabilities.
13. JURISDICTION AND VENUE.
This Agreement shall be construed with and governed by the substantive laws of the State of California. Should any claim or disputes arise between the Parties under the terms of this Agreement, such claim or controversy shall be resolved only in the state or federal courts located in Los Angeles County, California, and said state and federal courts for the State of California shall be the only appropriate jurisdiction and venue for such claim or controversy.
If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement.
This Agreement constitutes the entire understanding of the parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may be in conflict therewith. IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have each caused to be affixed hereto its or his/her hand and seal the day indicated.
16. CONTACT INFORMATION
Questions about the Terms and Conditions should be sent to us at:
6530 Sausalito Ave, West Hills CA, 91307
Effective Date: Sep 29th, 2017
Last Revised: August 1st, 2020