Inbound Team Terms & Conditions

Acceptance by Customer (as named on the signature page) of any proposal, quotation or invoice (a “Proposal”) issued by Inbound Team, LLC (“Inbound”), to which these terms and conditions are attached or by reference made a part of, shall constitute an agreement between Customer and Inbound with respect to the responsibilities of Inbound and Customer pursuant to the Proposal (the “Agreement”).

The Agreement shall consist of the Proposal and these terms and conditions, together with any modifications made in accordance with the terms hereof. No terms or conditions, other than those stated herein, and no agreement or understanding in any way modifying the terms and conditions stated herein, shall be binding upon Inbound unless made in writing and signed by Inbound's duly authorized officer. Written or verbal acceptance of any Proposal and/or the acceptance of deliverables or services by Customer shall constitute Customer's assent to these exclusive terms and conditions with respect to such Proposal.

This agreement shall be governed exclusively by, and be construed in accordance with, the laws of the State of Georgia (except the conflicts of laws provisions thereof).

1. Scope of Service. Inbound shall provide only those professional services and/or products specified in the Proposal or Statement of Work (the “Work”). Customer understands and agrees that, unless listed in the Proposal, Inbound is not responsible for any other work or scope of supply or any disclosure, notifications or reports that may be required to be made to third parties, including appropriate governmental authorities. 
   
   If Customer requests and Inbound agrees to perform any services that are in addition to or outside the scope of Work identified in the Proposal, Customer shall promptly pay Inbound for such services in accordance with the terms and rates shown in the Proposal or, if no such terms or rates are shown in the Proposal, in accordance with Inbound’s standard terms and rates for the services performed.
   
   
2. Fees. Customer shall pay Inbound for the Work based upon the price or the rates shown in the Proposal.
   
   
3. Payment Terms. In the event Customer fails to make payment in full within the time period set forth in the Proposal, such failure to pay on time constitutes a material breach of contract by Customer permitting Inbound to suspend its performance hereunder, and Inbound shall have all other remedies permitted to Inbound by law, equity and these terms. 
   
   Past due invoices shall bear interest at the rate of one and one-half percent (1-1/2%) per month, or the highest rate allowed by applicable law, whichever is lower and, if Customer has provided Inbound with a credit card authorization, Inbound shall be entitled to charge the invoice amount and interest against such card. If Inbound must take legal action to collect any amount due hereunder, Customer shall pay all court costs plus attorney's fees incurred by Inbound in bringing such legal action.
   
   
4. Standard of Care. The Work shall be carried out by Inbound in a manner consistent with that level of care and skill ordinarily exercised by others currently providing similar services under similar circumstances at the time the services are performed. Inbound shall provide Customer with good title to all goods supplied hereunder. 
   
   NO OTHER WARRANTY, EXPRESS OR IMPLIED, WHETHER CONTAINED IN MATERIALS PROVIDED OR STATEMENTS MADE BY INBOUND OR OTHERWISE, IS MADE BY INBOUND WITH RESPECT TO THE QUALITY, RESULT, EFFECTIVENESS OR OUTCOME OF THE WORK, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY SUCH ADDITIONAL WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. 
   
   Deliverables supplied by third parties are subject to the terms and conditions and limitations of the third party’s warranty, and all direct and third party warranties shall expire six months from the date the goods or services are provided to Customer. Customer’s sole remedy for a breach of the foregoing warranty is to require Inbound to correct or replace, at Inbound’s election, the affected service or deliverable.
   
   
5. Limitations of Liability. In no event shall Inbound or any of its owners, officers or employees be liable to Customer, or anyone claiming by, through, or under Customer, for any special, incidental, indirect or consequential damages whatsoever arising out of or resulting in any way, directly or indirectly, from the Work or the acts or omissions of Inbound’s employees or agents, whether or not any such losses or damages are caused by negligence, professional errors or omissions, strict liability, breach of contract, breach of express or implied warranty or otherwise. 
   
   In no event shall Inbound be liable to Customer for negligence, professional errors or omissions, strict liability, breach of contract, breach of express or implied warranty or otherwise unless Customer provides Inbound with written notice of the claim within six months of the date the service or deliverable was provided to Customer. 
   
   Inbound’s liability for any claim relating to the Work shall be limited to the amount paid to Inbound by Customer pursuant to the Proposal.
   
   
6. Access to Site and Information. Customer will provide for right of entry and access to all relevant sites, equipment and other information in its control or possession as is necessary for Inbound to timely and fully complete the Work. Inbound is not responsible for the quality or accuracy of data or information, nor for the methods from which the data was developed, where such information or data is provided by or through Customer or others that are not agents of Inbound, and Inbound has no obligation to investigate facts or conditions not disclosed to it by Customer.
   
   
7. Force Majeure. Inbound is not liable for any failure to perform, or delay in performance, due to circumstances beyond its reasonable control, including but not limited to, riots, wars, fires, floods, explosions, strikes, acts of nature, and acts of government. If Inbound’s services are interrupted due to any such force majeure cause, Customer and Inbound shall negotiate a reasonable extension of time for Inbound’s performance and payment of any additional costs to be incurred by Inbound as a result thereof.
   
   
8. Publicity. Neither party shall publish or use any advertising, sales promotions, press releases or other publicity relating to this Agreement or which use the other party’s name, logo, trademarks or service marks without the approval of the other party, which approval shall not be unreasonably withheld. 
   
   The foregoing notwithstanding, the parties agree that Inbound may publicly refer to Customer by name and use Customer’s trademark and logo as part of Inbound’s Customer lists. Customer agrees that design work for completed projects may be displayed as examples of work on Inbound's web site.
   
   
9. Protection of Personnel. Inbound makes every effort to hire and retain the best and brightest personnel. If Customer hires any personnel of Inbound during a contract or within 6 months of the end of a contract, then the Customer agrees to pay 50% of the employee’s previous annual compensation, or 50% of the employee’s future annual compensation, whichever is greater, to Inbound. Customer also hereby grants access to Inbound for any and all financial or payroll information necessary to ascertain the employee’s future annual compensation within the first year of employment with Customer.
   
   
10. Relationship. The relationship of the parties is that of independent contractors. Each party, its employees and agents, shall not be deemed to be employees, agents, joint ventures or partners of the other and shall not have the authority to bind the other.
    
    
11. No Waiver. Neither party shall be deemed to have waived any rights under this Agreement, by course of dealing or otherwise, unless such waiver is given in writing and signed by the waiving party.
    
    
12. Severability. If any provision of this Agreement or a Statement of Work is found to be unenforceable in any jurisdiction, the balance of this Agreement and the Statement of Work shall not be affected by the unenforceable provision, and such provision, shall, if feasible, be modified in scope so that it becomes enforceable.