STANDARD TERMS and AGREEMENT FOR SERVICES
We know this legal mumbo jumbo is boring to read, but it’s important that you do so we are all on the same page before we get started on your project.
AGREEMENT FOR SERVICES
This is an Agreement (“Agreement”) between Eat My Words and (“the Client”) wherein Eat My Words and Client agree to the following terms:
Eat My Words will deliver the following: One “Big Fat List” of at least 40 creative brand names with Eat My Words’ Top 3 recommendations and light rationale where necessary. Names will be based on the information provided by the Client on the Eat My Words Snack Order Form (hereinafter referred to as the “Work”).
Work will be delivered within 2-3 weeks from the date that Eat My Words receives both your payment and completed Order Form.
Project Fee:
$2,500 for the Work described above.
Standard Terms:
Payment. Payment is due in full when you place your order. Work will not begin until both payment is received by Eat My Words and Snack Order Form is complete. Funds must clear before Work begins. Payment can be made with check, credit card or via PayPal.
1. Please call 415-552-7741 with your credit card information or send check payable to “Eat My Words” to: “Attn: Snack Lady” Eat My Words, 4 EMBARCADERO CTR, STE 1400, San Francisco CA, 94111
PayPal payments should go to alexandra@eatmywords.com
Any payment to Eat My Words does not include, trademark searches, trademark application fees or purchase of domain names.
Payment to Eat My Words is not contingent on final trademark availability, domain availability or the final name(s) being selected from the list(s) generated by Eat My Words.
The Client is solely responsible for securing any rights to use in commerce the name selected by Client, including but not limited to, trademark searches, determination of trademark availability, trademark registration, domain searches, determination of domain availability and purchase of domain.
2. Non-Refundable. Any payment submitted to Eat My Words is non-refundable.
3. Scope of Work.
Eat My Words’ scope of work does not include trademark searches of any kind. For this reason, Eat My Words cannot and does not warrant that the commercial usage of any name selected by the Client is free of legal risks or liabilities. Client is solely responsible for conducting any and all trademark searches.
Eat My Words’ scope of work does not include phone conversations beyond the initial phone call and a quick follow-up call.
Eat My Words’ scope of work does not include in-person meetings.
Eat My Words’ scope of work does not include in-person consulting. Consulting may be arranged for the fee of $1,000 an hour.
Eat My Words’ scope of work does not include international linguistic research. Such considerations and studies are the full and sole responsibility of the Client.
Eat My Words’ scope of work does not include any naming architecture or strategy development. Such work is the full and sole responsibility of the Client.
Names generated will be based solely on original information supplied by the Client in the Naming Brief. If the Client wishes to make any changes to this information after the brief is “confirmed” complete, a $1,000 fee for a second round of names will apply.
Unless agreed to by Eat My Words, names submitted will be 95% evocative whole words (e.g. Spoon Me, Watermark, Verbatim, Jazzed) with few exceptions (for instance “Dizzywood,” which sounds like a real word and is easy to pronounce and remember).
Even at request of the Client, Eat My Words will not submit hybrid/made-up/invented/forced/misspelled or mashed names that are hard to pronounce, spell and remember (e.g. Cranergy, Xobni, Speecees, Learnia, Advogato, Flickr, Gazzag, Nexopia, Xanga, Zaadz, Zorpia.)
4. Additional Work.
Additional rounds of names may be created for $1,000 per round with both prior written client approval and payment. See the Snack Value Menu for details.
Taglines which correspond with brand names may be created for $1,000 per round with both prior written client approval and payment.
5. Intellectual Property.
All intellectual property (submitted names and taglines) remain the sole property of Eat My Words, except for the one name and/or tagline chosen for use by the Client. All rights to that one Name or Tagline will be waived and no usage fees will be charged.
Eat My Words has permission to use the final name selected by Client in its promotional materials, including but not limited to its website and print materials.
6. Non-Cancelable.
Once both payment and completed Snack Order Form have been received by Eat My Words, all agreements for Work are fully binding on Client and non-cancelable.
7. Indemnification.
The Client agrees to indemnify and hold harmless Eat My Words, its respective owners, officers, directors, employees, advisors, and agents and affiliates, (“Indemnified Persons”) from and against any and all losses, claims, damages and liabilities to which any such Indemnified Persons may become subject, including but not limited to, any judgments, attorneys fees, costs or other expenses reasonably incurred, in connection with any negotiations, settlement or litigation, whether commenced or threatened, caused by, arising out of or in connection with the Agreement or any negligence, any intentional act or omission, any breach of this Agreement or violation of any ordinance, statute or regulation, provided that Eat My Words is not found liable for any claim, loss or judgment.
8. Authority. The signatories to the Agreement acknowledge that s/he has the necessary authority, including board approval, if required, to enter into this Agreement.
9. Attorneys’ Fees and Costs. The prevailing party in any legal action relating to this Agreement will be entitled to recover its reasonable attorneys’ fees and costs and expenses incurred in connection with such action, mediation or arbitration, as part of the same proceeding.
10. Dispute Resolution. Any dispute concerning any term of this Agreement will be resolved, if possible, first through direct negotiation in good faith. In the event that such good faith negotiation fails to resolve the dispute, then the dispute will be resolved through mediation to be conducted through JAMS, or such other mediation service or mediator to which both the Client and Eat My Words agree to. When a demand for mediation is made, both the Client and Eat My Words agree that within 10 days, they jointly arrange for mediation to take place in San Francisco, California.
Nothing in this Agreement will prevent either party from resorting to judicial proceedings for the limited purpose of seeking a preliminary injunction or to avoid the barring of the claim under the applicable statute of limitations. In addition, resort by either party to negotiation or mediation pursuant to this Agreement shall not be construed under the doctrine of laches, waiver or estoppel to affect adversely the rights of either party to pursue any such judicial relief; provided, however, that irrespective of the filing of any such request for judicial relief, the party shall continue to participate in the dispute resolution proceedings required by this paragraph. Any negotiation or mediation which takes place pursuant to this Agreement shall be confidential and shall be treated as a compromise and settlement negotiation for purposes of the Federal and California State rules of evidence.
11. Severability. Should it be determined by that any term of this Agreement is unenforceable, that term shall be deemed to be deleted. However, the validity and enforceability of the remaining terms shall not be affected by the deletion of the unenforceable term.
12. Applicable Law. The validity, interpretation and performance of this Agreement shall be construed and interpreted according to the laws of the State of California.
13. Modifications. This Agreement shall be amended only by a written instrument executed by all parties hereto and must refer specifically to the Agreement and the provisions modified. No other modifications will be valid.
14. Binding on Successors. Eat My Words and the Client agree that the Agreement shall be binding upon all parties and upon their heirs, administrators, representatives, executors, successors, assigns, shareholders, directors, officers, agents and affiliated entities, and shall inure to the benefit of Eat My Words and the Client, and each of them, and to their heirs, administrators, representatives, executors, successors, assigns, shareholders, directors, officers, agents and affiliated entities and upon whom this Agreement shall also be binding.
15. Headings. Headings herein are inserted for convenience of reference and shall have no effect upon the construction or interpretation of any part hereof.
16. Entire Agreement. This Agreement memorializes and constitutes the entire agreement and understanding between the Parties and supersedes and replaces all prior negotiations, proposed agreements and agreements between Eat My Words and the Client, whether written or unwritten. Eat My Words and the Client acknowledge that no person or entity, nor any agent or attorney of any person or entity, has made any promises, representations, or warranties whatsoever, express or implied, which are not expressly contained in the Agreement, and the parties further acknowledge that they have not executed the Agreement in reliance upon any collateral promise, representation, warranty, written or oral, or in reliance upon any belief as to any fact or matter, not expressly recited in the Agreement.
17. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be considered an original. This Agreement shall become effective upon each party’s execution of a counterpart.
Client agrees that s/he has read and understands the above terms, conditions and pricing and accepts the above terms and pricing and conditions of this proposal as binding.
