Agreement

To initialize work on your project, please review the Client Agreement below and accept it by following this link and submitting your payment. This Client Agreement is legally binding and becomes valid immediately.

If you are submitting payment for the final balance, please also use the link below:

Please click the “Click here”  to execute your initial or final balance payment and accept this agreement.

CLIENT AGREEMENT
(TERMS & CONDITIONS)

One party to this agreement is GIS USA INC (doing business as “GIS Virtual”), hereinafter referred to as “GIS Virtual” and person accepting this agreement on behalf of a company in an online form, hereinafter referred to as “Client” entered the following agreement. GIS Virtual is contracted to perform visualization services in accordance with Project Scope outlined in Proposal previously submitted to Client.

Payment Terms

GIS Virtual reserves the right to issue invoices on a monthly basis for work performed. All invoices are due upon receipt. Payment must be received within 10 days of the invoice. A late payment of 1.5% per month may be applied to unpaid invoices more than 30 days overdue. GIS Virtual reserves the right to put a project on hold if required payments are not made.

Upon acceptance of GIS Virtual Services Proposal, Client makes an Initial Payment as specified in the Services Proposal. Payments are not refundable and are earned upon receipt.

Client shall be responsible for all collection or legal fees necessitated by late or default in payment. GIS Virtual reserves the right to withhold delivery and any transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full. All grants of any license to use or transfer of ownership of any intellectual property rights under this Client Agreement are conditioned upon receipt of payment in full which shall be inclusive of any and all outstanding Additional Costs, Taxes, Expenses and Fees, Charges or the costs of Changes.

Changes — Work & Schedule

GIS Virtual will charge per hour at a variable rate based on the individual professional’s time needed to complete deliverables or phases that go beyond the scope of work. When a project goes outside of the scope of work the Client will be notified with the electronic correspondence or a phone call. The Client must approve this Change for project work to continue. If the type or amount of work changes significantly in a project, GIS Virtual reserves the right to re-bid the entire or portion of a project.

In instances when there is a lack of communication or information not limited to specification, plans or drawings GIS Virtual may choose to make a reasonable assumption about the design or its intent. Client may request changes to those assumptions, but Additional charges will be applicable at the General Changes rate if such changes are requested.

Client acknowledges and agrees that GIS Virtual’s ability to meet any and all schedules is entirely dependent upon Client’s prompt performance of its obligations to provide materials and written approvals and/or instructions pursuant to the GIS Virtual Service Proposal and that any delays in Client’s performance or Changes in the Services or Deliverables requested by Client may delay delivery of the Deliverables. Any such delay caused by Client shall not constitute a breach of any term, condition or GIS Virtual’s obligations under this Agreement.

In addition, GIS Virtual may charge a 2% delay penalty on the total sum of contract for a significant shifting of schedule timing or start date. Any shift in the schedule due to a delayed start or client changes will change the design schedule accordingly.

Client Responsibilities

GIS Virtual will design deliverables based on information provided by the client and will make every reasonable effort to assure the accuracy of the material produced. It is important that all Client- provided details be accurate and timely to prevent the Project Scope and schedule changes.

If applicable, it is the Client’s responsibility to gain usage rights and confirm accuracy of provided content, copy, logos, trademarks, images, etc. GIS Virtual will not be responsible for unauthorized use of materials.

The work done in this project is done in partnership with GIS Virtual and the Client. Just as GIS Virtual commits to delivering, the client will need to perform their duties. All feedback, decisions, and approvals must be given within the set timing to keep projects running on schedule.

Indemnification

The Client shall indemnify GIS Virtual against all claims and expenses, including attorney fees, due to uses of text, sketches, plans, photography, third party copyrights or trademarks, or other intellectual property content provided to GIS Virtual by the Client.

Limitation of Liability

The services and the work product of GIS Virtual are sold “As Is.” In all circumstances, the maximum liability of GIS Virtual, its directors, officers, employees, design agents, and affiliates (“Designer Parties”), to Client for damages for any and all causes whatsoever, and client’s maximum remedy regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the net profit of GIS Virtual. In no event shall GIS Virtual be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relation to the materials or the services provided by GIS Virtual, even if GIS Virtual has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.

Transfer of Rights

With receipt of full payment, GIS Virtual will transfer usage right on all designs to Client without restrictions. The client will have full ownership of the designs and content at that point, not including any 3rd party, non-transferable software.

Intellectual Property

Early in the design cycle GIS Virtual will show previews of their visuals that are solely for the purpose of demonstrating a preliminary idea of the final visual. The Client does not receive legal title to or permanent possession of these items. The Client will only be transferred rights of the one concept that is brought through to completion.

Deliverables will bear watermarks until full payment of invoices by Client.

GIS Virtual tools, any vector graphics or models are Copyrights and remain the property of GIS Virtual and are not transferable to Client and are not included in the Project Scope of this Client Agreement. Deliverables become the property of Client only upon payment of all Fees and Expenses as provided for in this Client Agreement.

Accreditation/Promotion

Unless GIS Virtual is given written notice, once the project has been completed and released to the public, GIS Virtual has the right to add the Client’s name to our Client List and the right to enter the work into design competitions. GIS Virtual also reserves the right to show and explain portions of the completed project to other companies as a demonstration of previously completed work in our portfolio or on the web.

Where appropriate, we may decide to include a credit in the footer of websites or other online or interactive materials, to read “GIS Virtual” or similar.

Confidentiality/Exclusivity

GIS Virtual will keep client information confidential and share only what is needed to accomplish objectives. The relationship between GIS Virtual and the Client is not exclusive. GIS Virtual has the right to work with a variety of clients.

Contract Termination

Either party reserves the right to terminate this contract without cause at any time. Parties agree that GIS Virtual will be promptly compensated for services performed and/or associated costs, based on enclosed project scope, up until date that GIS Virtual receives notice or gives notice of Client Agreement termination.

Expiration

Prices quoted are valid 30 days from the date of GIS Virtual Services Proposal.

General

Neither party may assign, whether in writing or orally, or encumber its rights or obligations under this Client Agreement or permit the same to be transferred, assigned or encumbered by operation of law or otherwise, without the prior written consent of the other party.

GIS Virtual shall not be deemed in breach of this Client Agreement if GIS Virtual is unable to complete the Services or any portion thereof by reason of fire, earthquake, labor dispute, act of God or public enemy, death, illness or incapacity of GIS Virtual or any local, state, federal, national or international law, governmental order or regulation or any other event beyond GIS Virtual’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, GIS Virtual shall give notice to Client of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.

The formation, construction, performance and enforcement of this Client Agreement  shall be in accordance with the laws of the United States and the state of Washington.

Whenever possible, each provision of this Client Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Client Agreement is held invalid or unenforceable, the remainder of this Client Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.

This Client Agreement comprises the entire understanding of the parties hereto on the subject matter herein contained, and supersedes and merges all prior and contemporaneous agreements, understandings and discussions between the parties relating to the subject matter of this Client Agreement. In the event of a conflict between the GIS Virtual Service Proposal and any other Client Agreement documents, the terms of the GIS Virtual Client Proposal shall control. This Client Agreement comprises this Basic Terms and Conditions document, the GIS Virtual Service Proposal, and any applicable Schedules as indicated by the online submission and acceptance.

By their execution below, the parties hereto have agreed to all of the terms and conditions of this Client Agreement effective as of the last date of online submission and acceptance, and each signatory represents that it has the full authority to enter into this Client Agreement and to bind her/his respective party to all of the terms and conditions herein.

Execution of Client Agreement

GIS Virtual agrees to provide all services listed under “Project Scope” for the stated fees. Client agrees to pay all stated fees and approved expenses incurred during and related to the project.

The above is a Client Agreement with both parties with understanding of all terms.

By filling out the form with your full name, telephone number, email address and mailing address as well as the payment amount, you indicate that you accept the terms and conditions of this Client Agreement and the GIS Virtual Service Proposal you received.

Please click the “Click here”  to execute your initial payment and accept this agreement.