Updated as of 9/6/24

1. WORK AND PAYMENT
1.1 Project. Through the HelpMe! service, Client is hiring Trivessa to: Provide technical knowledge, advice, and guidance related to the design, development and deployment of the Client website(s), on an as-needed, hourly basis. Any request considered to fall outside this scope of work, as outlined above, is at the sole discretion of Trivessa. All work is to be performed remotely during regular business hours as indicated on Trivessa’s Google Business Page (subject to change). Emergency assistance outside of business hours at the HelpMe! emergency rate.

1.2 Legal Policies HelpMe! Service. If your HelpMe! session is for the purpose of setting up website legal policies, any information provided by Trivessa regarding website legal policies is not intended to be legal advice. If you have concerns beyond the information we provide, please consult with an attorney.

1.3 Session Length.  Each HelpMe! session is up to 60 minutes in length.

1.4 Payments. The Client will pay in advance upon booking the 60 minute HelpMe! session through an online booking link. Should the 60 minute session time expire and more work is needed, the Client may schedule another session.

The additional session may be booked for another day/time or for directly after the initial session, schedule permitting. A link to book a follow-up HelpMe! session will be provided.

1.5 Refunds. Booking a HelpMe! session secures time on our calendar. There are no refunds. If your initial booking is no longer convenient for you, you may reschedule your session by using the reschedule link in your confirmation email. Rescheduled session must occur within 30 days calendar days of the originally scheduled session. If the session lasts less than 60 minutes, there are no refunds for unused time.

1.6 Expenses. Licenses for third party services or tools may be needed to complete the work during our HelpMe! session. Examples may include the purchase of stock photography, legal policies, website plugins, fonts, and the like. The Client is responsible for purchasing and maintaining those licenses.

2. OWNERSHIP AND LICENSES
2.1 Ownership of Delivered Product. As part of this job, the Client owns “delivered product”. For website work, delivered product is the finished website, consisting of and limited to the MySQL database file and the ‘wp-content’ directory within a WordPress installation residing on a publicly-accessible web server. For graphic design work, the Client owns the final delivered graphics files (jpg, png, pdf, svg). The Client retains the right to any and all licenses for fonts, stock photography, software, applications, and plugins that the Client owns, or were purchased, and are not considered the property of someone else.

2.2 Ownership of Working Files. For all services, including those not expressly named above, Trivessa owns any and all work developed in the course of creating a delivered product, including but not limited to notes, drafts, research, results and/or conclusions of the research performed, source files, licenses used in the creation of all projects. This includes licenses for desktop, mobile software, programs, and apps, website plugins, plugin extensions, fonts, images and created with any analog, digital, or yet to be designed means of generating content.

2.3 Trivessa’s Use Of Delivered Product. Once Trivessa gives the delivered product to the Client, Trivessa does not have any rights to it, except those that the Client explicitly gives Trivessa here. The Client gives Trivessa permission to display credit for building the client’s website in the website footer. The Client gives Trivessa permission to display the delivered product for promotional purpose. Trivessa is granted permission to display the delivered product in perpetuity and exclusive of the state of the contract.

2.4 Trivessa’s IP That Is Not Delivered Product. During the course of this project, Trivessa might use intellectual property that Trivessa owns or has licensed from a third party, but that does not qualify as “delivered product.” This is called “background IP.” Possible examples of background IP are pre-existing code, type fonts, properly-licensed stock photos, and web application tools. Trivessa is not giving the Client this background IP. But, as part of the Contract, Trivessa is giving the Client a right to use the background IP in the support of the delivered product. The Client may use this background IP worldwide and free of charge, but it cannot transfer its rights to the background IP (except as allowed in Section 14.1 (Assignment)). The Client cannot sell or license the background IP separately from its products or services. Trivessa cannot take back this grant, and this grant does not end when the Contract is over. All background IP remains the property of Trivessa and will not be transferred to the Client in the event of a contract termination. The Client will be responsible for purchasing or licensing of any background IP.

2.5 Trivessa’s Right To Use Client IP. Trivessa may need to use the Client’s intellectual property to do its job. For example, if the Client is hiring Trivessa to build a website, Trivessa may have to use the Client’s logo. The Client agrees to let Trivessa use the Client’s intellectual property and other intellectual property that the Client controls to the extent reasonably necessary to do Trivessa’s job. Beyond that, the Client is not giving Trivessa any intellectual property rights, unless specifically stated otherwise in this Contract.

3. COMPETITIVE ENGAGEMENTS. Trivessa is free to work for a competitor of the Client. To avoid confusion, a competitor is any third party that develops, manufactures, promotes, sells, licenses, distributes, or provides products or services that are substantially similar to the Client’s products or services. A competitor is also a third party that plans to do any of those things.

4. NON-SOLICITATION. Trivessa won’t: (a) encourage Client employees or service providers to stop working for the Client; (b) encourage Client customers or clients to stop doing business with the Client; or (c) hire anyone who worked for the Client over the 12-month period from the date of the signing of the Contract. The one exception is if Trivessa puts out a general ad and someone who happened to work for the Client responds. In that case, Trivessa may hire that candidate. Trivessa promises that it won’t do anything in this paragraph on behalf of itself or a third party.

5. REPRESENTATIONS.
5.1 Overview. This section contains important promises between the parties.

5.2 Authority To Sign. Each party promises to the other party that it has the authority to enter into this Contract and to perform all of its obligations under this Contract.

5.3 Trivessa Has Right To Give Client Delivered Product. Trivessa promises that it owns the working files, that Trivessa is able to give the delivered product to the Client, and that no other party will claim that it owns the delivered product. If Trivessa uses employees or sub-contractors, Trivessa also promises that these employees and sub-contractors have signed contracts with Trivessa giving Trivessa any rights that the employees or sub-contractors have related to Trivessa’s background IP, working files, and delivered product.

5.4 Delivered Product Does Not Infringe. Trivessa promises that its delivered product does not and will not infringe on someone else’s intellectual property rights, that Trivessa has the right to let the Client use the background IP, and that this Contract does not and will not violate any contract that Trivessa has entered into or will enter into with someone else.

5.5 Client Will Review Work. The Client promises to review the work product, to be reasonably available to Trivessa if Trivessa has questions regarding this project, and to provide timely feedback and decisions.

5.6 Client-Supplied Material Does Not Infringe. If the Client provides Trivessa with material to incorporate into the work, the Client promises that this material does not infringe on someone else’s intellectual property rights.

6. TERM AND TERMINATION
Either party may terminate these Terms if the other party: (i) fails to cure any material breach of these Terms (including a failure to pay undisputed fees) within thirty (30) days after written notice detailing the breach; (ii) ceases operation without a successor; or (iii) if permitted by applicable law, seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any of these proceedings are instituted against that party (and not dismissed within sixty (60) days thereafter). The following sections don’t end even after the termination: 2 (Ownership and Licenses); 3 (Competitive Engagements); 4 (Non-Solicitation); 5 (Representations); 8 (Confidential Information); 9 (Limitation of Liability); 10 (Indemnity); and 11 (General).

7. INDEPENDENT BUSINESS.
Trivessa is a business independent of The Client and the following statements reflect the relationship: Trivessa will use its own equipment, tools, and material to do the work. The Client will not control how the job is performed on a day-to-day basis. Instead, Trivessa is responsible for determining when, where, and how it will carry out the work. The Client will not provide Trivessa with any training. The Client and Trivessa do not have a partnership or employer-employee relationship. Trivessa cannot enter into contracts, make promises, or act on behalf of the Client. Trivessa is not entitled to the Client’s benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days). Trivessa is responsible for its own taxes. The Client will not withhold social security and Medicare taxes or make payments for disability insurance, unemployment insurance, or workers compensation for Trivessa or any of Trivessa’s employees or sub-contractors.

8. CONFIDENTIAL INFORMATION.
8.1 Overview. This Contract imposes restrictions on how the Client and Trivessa must handle confidential information. These obligations are explained in this section.

8.2 The Client’s Confidential Information. While working for the Client, Trivessa may come across, or be provided Client information that is confidential. Trivessa will treat this information as if it is Trivessa’s own confidential information. Trivessa may use this information to do its job under this Contract, but not for anything else, except by written permission. When this Contract ends, Trivessa must give back or destroy all confidential information, and confirm that it has done so. Confidentiality extends to Trivessa employees and/or sub-contractors who will sign Trivessa’s own non-disclosure and confidentiality agreement. Trivessa must continue to follow these obligations, even after the Contract ends. Trivessa’s responsibilities only stop if Trivessa can show any of the following: (i) that the information was already public when Trivessa came across it; (ii) the information became public after Trivessa came across it, but not because of anything Trivessa did or didn’t do; (iii) Trivessa already knew the information when Trivessa came across it and Trivessa didn’t have any obligation to keep it secret; (iv) a third party provided Trivessa with the information without requiring that Trivessa keep it a secret; or (v) Trivessa created the information on its own, without using anything belonging to the Client.

8.3 Third-Party Confidential Information. It’s possible the Client and Trivessa each have access to confidential information that belongs to third parties. The Client and Trivessa each promise that it will not share with the other party confidential information that belongs to third parties, unless it is allowed to do so. If the Client or Trivessa is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.

9. FORCE MAJEURE. Trivessa will not be liable or responsible for any delays in service or for failing to provide its services as a result of anything beyond its reasonable control, including, without limitation, ransom attacks, phishing attacks, brute force attacks, software/hardware/device/service misconfiguration or misuse, software/hardware/device/service bugs, internet outage or interruption of service, power or telecommunications outage, random acts of terror, insurrection, weather conditions, fire, flood, civil disobedience, labor disruptions, strikes, lockouts, freight embargoes, terrorism, natural disaster, war or acts of God or disasters occurring naturally or artificially. Release of liability extends to Trivessa’s employees, agents, contractors, vendors, or third parties working on behalf of Trivessa.

10. LIMIT ON LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TRIVESSA SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL OR OTHER INTANGIBLE LOSSES. IN NO EVENT SHALL TRIVESSA’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO THE SERVICE EXCEED THE AMOUNTS PAID BY YOU TO TRIVESSA FOR SERVICES RENDERED.

11. INDEMNITY.
11.1 Overview. This section transfers certain risks between the parties if a third party sues or goes after the Client or Trivessa or both.

11.2 Client Indemnity. In this Contract, Trivessa agrees to indemnify the Client (and its affiliates and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of: (i) the work Trivessa has done under this Contract; (ii) a breach by Trivessa of its obligations under this Contract; or (iii) a breach by Trivessa of the promises it is making in Section 5 (Representations).

11.3 Trivessa Indemnity. In this Contract, the Client agrees to indemnify Trivessa (and its affiliates and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of a breach by the Client of its obligations under this Contract.

12. MUTUAL NON DISPARAGEMENT. A company’s goodwill and reputation are assets of great value which were obtained through great cost, time and effort. When the relationship between the Client and Trivessa ends, neither the Client nor Trivessa, shall make any disparaging remarks, or any remarks that could reasonably be construed as disparaging, about the other party, their officers, or employees orally, in writing, or electronically including, but not limited to via email, text, online chat forum, posting negative reviews on online review platforms, social media review platforms, or posting negative comments on social media. Neither the Client nor Trivessa shall discourage a third party from doing business with the other party.

13. GENERAL.
13.1 Assignment. This Contract applies only to the Client and Trivessa. Trivessa cannot assign its rights or delegate its obligations under this Contract to a third-party, without first receiving the Client’s written permission. In contrast, the Client may assign its rights and delegate its obligations under this Contract without Trivessa’s permission. This is necessary in case, for example, another Client buys out the Client or if the Client decides to sell the delivered product that results from this Contract.

13.2 Attorney’s Fees. In any action to enforce or arising out of this Agreement, whether by way of judicial, arbitration, mediation or administrative proceedings or otherwise, the prevailing party in such proceeding shall be entitled to recover reasonable costs and attorneys’ fees from the non-prevailing party.

13.3 Modification; Waiver. To change anything in this Contract, the Client and Trivessa must agree to that change in writing and sign a document showing their contract. Neither party can waive its rights under this Contract or release the other party from its obligations under this Contract, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.

13.4 Notices. (a) Over the course of this Contract, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the party’s address listed at the end of this Contract or to another address that the party has provided in writing as an appropriate address to receive notice.

(b) The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received at the time it was sent; (iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a business day at the location specified in the address for that party, or on a day that is not a business day, then the notice is considered received at 9:00am on the next business day.

13.5 Severability. This section deals with what happens if a portion of the Contract is found to be unenforceable. If that’s the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Contract is changed or disregarded because it is unenforceable, the rest of the Contract is still enforceable.

13.6 Agreement to Terms & Conditions. By booking and purchasing the HelpMe! session, you agree to these Terms & Conditions.

13.7 Governing Law. The laws of the state of California govern the rights and obligations of the Client and Trivessa under this Contract, without regard to conflict of law principles of that state.

13. Entire Agreement. This Agreement represents the entire agreement and understanding between you and Trivessa.