5.0  Terms and Conditions

5.1          Terminology

The terms “client” refers to SIGNER and their assigns. The terms “designer”, “technician”, “drafter” and “survey technician” refers to SceneLens, LLC and partners.

The term “Licensed Professional” refers to any act, calculation, duty, etc., which is required by law to be overseen by someone registered as a professional in the jurisdiction the work is being performed.

The term “service provider” includes SceneLens, LLC and any partners.

5.2          Any work not proposed specifically in the quote and scope of work is not covered under this service agreement.

5.3          The work is as outlined in the scope of work. If additional work is required, additional fees may be warranted. Approval from the client for additional fees will be gained prior to additional work being performed.

5.4          This cost estimate is based upon correspondence received, read and understood. Any additional correspondence may warrant a new cost estimate.

5.5          It is assumed that all work will be performed at a SceneLens, LLC designated location(s) and based upon SceneLens, LLC scheduling.

5.6          The service provider maintains ownership of all deliverables until payments are received.

5.7          It is not the service provider’s obligation to maintain, store, etc., any and/or all data or deliverables once the project has been completed. Project completion is achieved after one of the following:

a.     Payment is received and data (pdfs) are delivered.

b.     Payment is not received within 3 months.

5.8          The service provider, cannot be held legally liable by any parties for data and/or deliverables that is/are lost and cannot be recreated. In the event of an obligation to maintain data and the data is lost, the service provider will do one of the following at SceneLens, LLC’ discretion.

a.          The service provider will recreate the deliverable

b.          The service provider will refund payments.

5.9          Lack of payment does not create an obligation for the service provider to maintain, store, etc. any data obtained, created, derived, etc. Therefore it is recommended to pay in a timely manner and receive said data.

5.10       Once the deliverable has left for delivery to the client, the service provider is not responsible to store, maintain, backup, make available or any other potential obligations.

5.11       The service provider does not provide planned workflow information without agreements in place. This is due to the fact that the service

provider extensively develops trade secret workflows. Finally, the service provider is willing to provide training for trade secret workflows with the correct legal agreements in place.

5.12       SceneLens, LLC provides “Licensed Professional Technical Support” and does not provide “Licensed Professional Services”.

5.13       Any changes, updates, modifications, etc. to the previous correspondence may, can, or will warrant additional fees.

5.14       Typically, electronic data will be distributed via email, ftp, etc. However, in the case of large amounts of data, information may warrant the need to send via a courier service. Any courier services will warrant additional fees.

5.15       The Client agrees that, to the fullest extent permitted by law, service provider and its employees total liability to the Client for any and all injuries, claims, losses, expenses or damages whatsoever arising out of or in any way related to this agreement from any cause or causes including but not limited to the service provider or its employees negligence, errors, omissions, strict liability, breach of contract or breach of warranty shall not exceed the total compensation received by the service provider under this agreement.

5.16       This proposal reflects email correspondence and a teleconference held on between the client and service provider.

5.17       Scheduling is based upon the service provider’s workload schedule. However, at the time receiving the work, the service provider will notify the client of when the work will begin. The service provider will schedule a day that works best for both the service provider and the client. All schedules are based upon best working conditions. In the event of poor working conditions, the service provider has the right to reschedule the work. Poor working conditions can include, but not limited to, power outages, internet outages, software and/or hardware malfunctions, acts of vandalism, wars, terrorism, etc.

5.18       Fees payable to service provider are either based upon a fee structure as specified in a written proposal or based upon a time and expense basis in accordance with the rates contained within the most current fee schedule.

5.19       A non-refundable retainer may be requested prior to scheduling work and will be applied to the final invoice.

5.20       Payment is due immediately when invoice is received. After 30 days and if an invoice discrepancy is not identified, a 1.5% (18% true annual rate) interest charge on the then unpaid invoice amount will be applied to the invoice, at the sole election of the service provider. In the event that any portion remains unpaid after 60 days after billing, the Client shall pay all costs of collection, including reasonable attorney’s fees.

5.21       The service provider will make every attempt to keep the client informed of key issues that affect the project, so the client can make an informed decision whether to continue advancing the project. The service provider has the right to cease work on the project, but that does not relieve the client of the non-refundable retainer or any costs incurred by the service provider prior to ceasing work.

5.22       The Client shall indemnify and hold harmless the service provider and all its personnel from and against any and all claim, damage, loss, or expense is caused in whole or in part by the negligent act, omission, and/or strict liability of the Client, or anyone directly or indirectly employed by the Client (except the service provider) or anyone for whose acts any of them be liable.

5.23       All documents produced by the service provider under this agreement shall remain the property of the service provider.

5.24       This agreement may be terminated by the Client or the service provider should the other fail to perform its obligations hereunder. In the event of termination, the Client shall pay the service provider for all services rendered to the date of termination, all reimbursable expenses, and reimbursable termination expenses.

5.25        No Relationship. Nothing in this Agreement creates or is intended to create an association, trust, partnership, joint venture or any other entity or similar legal relationship between the Parties, or impose a trust, partnership or fiduciary duty, obligation, or liability on or with respect to any Party. No Party is or shall act as or be the agent or representative of any other Party. Neither Party shall have any right to bind the other, nor shall either Party

5.26         Governing Law. This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.

5.27         Modification. This Agreement may only be modified by a writing signed by the Party against whom such modification is sought to be enforced.

5.28         Waiver. If one Party waives any term or provision of this agreement at any time, that waiver will only be effective for the specific instance and specific purpose for which the waiver was given. If either Party fails to exercise or delays exercising any of its rights or remedies under this agreement, that Party retains the right to enforce that term or provision at a later time.

5.29         Severability. If any court determines that any provision of this agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this agreement invalid or unenforceable and such provision shall be modified, amended or limited only to the extent necessary to render it valid and enforceable.

5.30        In the event of death, dismemberment or other unforeseen circumstance which leaves the service provider incapable of rendering services, the

5.31 We reserve the right to change these terms and conditions as required.

client will be responsible for the service provider’s services and the client will not hold the service provider responsible.

If any of these initial premises are in error, please notify us, so that we can make the necessary changes.