THIS TERMS OF USE AGREEMENT (the “Agreement”) constitutes a legally binding agreement by and between PILOTMADE, INC, a corporation organized under the laws of the state of Massachusetts (“CoPilot”) and the client, whether personally or on behalf of an entity (“Client”), with regard to access and use of CoPilot’s website: (the “Website”) and any other media form, channel, mobile website or mobile application related, linked or otherwise connected thereto.

These terms are in effect as the date of the first payment (“Effective Date”), between Pilotmade Inc (“Company”), a Massachusetts Corporation having its principal place of business at 55 North Pleasant Street, Amherst, MA 01002, and the Client.

Company provides services in website design and development, print design, identity design, photography, illustration and other graphic, audio and video work design, as well as providing related copywriting, consulting and other professional services (“Services”).

Client wishes to engage Company to provide Services for Client, and Company wishes to provide such Services, on the terms and conditions set forth herein.

The parties agree that these terms shall apply to all such future services:

Services Provided and Client Obligations

Work Request. Client shall submit individual work requests solely via the Basecamp website. After the Work Request has been submitted, Company shall provide the Services in accordance with the Work Request and the terms of this Agreement.

Content Delivery. Client shall deliver all Client Content in the following format: (a) text-based content in Microsoft Word or in Rich Text (RTF) format with each page’s content in a separate, appropriately named file, (b) photos in high resolution JPG, TIFF or Adobe Photoshop format, and (c) logo and/or vector based illustration artwork in EPS or Adobe Illustrator format. Client shall promptly deliver all Client Content to Company as requested by Company for the purpose of providing Services to Client.

Acceptance. Company shall deliver to Client for review or inspect the Project deliverables within one week. If the deliverables are not reasonably satisfactory to Client, Client shall notify Company in writing, specifying the problems in sufficient detail to allow Company to remedy the problems. When the Client is satisfied with the Project deliverables, the Project deliverables are deemed accepted (“Acceptance”). After the Acceptance of the deliverables, Company will not be liable for, and Client agrees to hold Company harmless for, any errors or defects in the Project.

Ownership of Deliverables. Upon Acceptance and Client’s payment to Company of all undisputed amounts that Client owes hereunder, Company shall deliver to Client a copy of all Project deliverables. Client will be the owner of that copy and have a perpetual, worldwide right to use, copy, modify, display, and distribute the Project deliverables, subject to the rights and licenses applicable to any third party content associated with the Project deliverables for which Company has obtained a similar perpetual worldwide license.

Notwithstanding the foregoing, Company understands and agrees that all Project deliverables generated by Company for Client in the performance of Services under this Agreement shall be deemed “work made for hire” and shall, between Client and Company, be Client’s exclusive property.  In addition, and also notwithstanding the foregoing, with respect to any custom photographs created by Company and Accepted by the Client as part of the finished Project deliverables, upon Acceptance and Client’s payment to Company of all undisputed amounts that Client owes hereunder, Company shall grant to Client a perpetual exclusive license to use, copy, display, and distribute such photographs.

Client retains all of its rights to the Client Content, except that Client hereby grants Company a limited license to use, modify, display and distribute the Client Content solely as required to perform Company’s obligations hereunder.

Confidential Information. Company shall retain in strict confidence, and not use or disclose, other than as necessary to perform the Services hereunder, during the term of this Agreement and thereafter all information transmitted to it by Client. The obligations of this Section shall not apply to any information: (i) that is independently developed by the Company or lawfully acquired or received without violating any of its obligations under this Agreement (ii) that is, or becomes, generally available to the public without breach of this Agreement by the Company (iii) that at the time of disclosure was known to the Company free of restriction as evidenced by documentation of the Company, (iv) that Client agrees in writing is free of restrictions, or (v) that is required to be disclosed by law or legal process. Upon Client’s written request, upon or within two (2) years of termination of this Agreement, the Company will deliver to Client all of Client’s property, including but not limited to all Confidential Information, which Client delivered to the Company and which were necessary for the Company to perform the Services. 

Forfeiture of Contract. If Client has not provided to the Company all the materials necessary to complete the Project within 31 days of the Effective Date, this action may be deemed to be a cancelation of this Agreement at the sole discretion of the Company (“Forfeiture”). In the event of Forfeiture, the Company may terminate the contract by providing 30 day notice to the Client during which time the Client may cure its failure to deliver all the materials necessary to complete the Project. Should the Client fail to cure its default, Client will be obligated to pay any and all fees described under the “Termination” section of this Agreement.

Hosting. The parties shall enter into a separate agreement for any hosting services to be provided by Company.

Third Party Products and Licenses. Client shall be responsible for obtaining all applicable third party licenses for Company to use any third party content, including clip art, stock images, music, photographs, audio/video, or computer programs, required for Company to perform the Services, provided, however, that Company shall notify Client in advance of any such requirements. Company will not be responsible for any delay of the Project caused in whole or in part by Client’s failure to timely obtain required third party licenses.

Work Provisions

Independent Contractor. For all purposes hereof and in the performance of its obligations under this Agreement, Company is and shall remain an independent contractor and nothing in this Agreement or in a Work Request shall be deemed or construed to create an employer/employee, joint venture or partnership relationship between Company and Client. Nothing herein shall be deemed or construed to create an employment relationship between Client and any employee, agent or independent contractor of Company. Neither party shall have any authority to insure any obligations on behalf of the other party or to make any promise, representation or contract of any nature on behalf of the other party.

Personnel. Company shall have sole discretion over the identity of its personnel used to provide the Services, provided that Company shall ensure that the personnel are in all cases suitably qualified and experienced.  Where specific personnel are specified in an applicable Statement of Work, Company shall use reasonable efforts to provide the Services through those personnel, provided that Company shall be entitled to replace such personnel with personnel of equivalent qualification and experience on no more than 15 days notice to Client.  Without limiting the foregoing, Client acknowledges that it is Company’s standard policy not to allocate the same personnel to any one client or project for periods exceeding six (6) months.

Non-Exclusivity. Client recognizes that Company’s personnel providing services to Client under this Agreement may perform similar services from time to time for other persons, and this Agreement shall not prevent Company from using such personnel for the performance of such similar services for such other persons. Company recognizes that Client may engage other consultants to perform similar services from time to time, and this Agreement shall not prevent Client from using such consultants.

Fees and Expenses

Fees and Expenses. Client will be billed monthly via the website. State sales tax will be charged where applicable.

Fee Increases. Company has the right to increase the Monthly Rate at the beginning of each Renewal Term, provided that Company gives Client written notice of such fee increases 60 days prior to the effective date of the new rate.

Payment of Invoices. Client shall pay their subscription fee monthly, automatically via a Stripe subscription. If Client payment fails, Company may suspend all Services immediately until the subscription is re-instated and a successful payment is made. If Client fails to pay any invoice in full within 30 days from the date of the invoice, Company has the right to terminate this Agreement immediately upon written notice to Client, unless Client has disputed an invoice or an amount in an invoice, in which case Client shall pay such undisputed amount while Company and Client are resolving such disputed amount. Client is responsible for all fees and costs associated with the collection of any past due payments, other than where Client is disputing an amount.

Taxes. Client will not be liable for taxes based on Company’s income, which will be paid by Company.

Warranties, indemnification and disclaimers

Warranties. Company hereby warrants that, to its knowledge, having made due inquiry, the Services performed hereunder do not infringe upon or violate the intellectual property rights of any third party. However, Company will not be deemed to have breached such warranty to the extent that Client or its agent(s) have modified in any manner, or incorporated any unauthorized third party materials in, the Project deliverables. Client hereby warrants that all Client Content is accurate to its knowledge having made due inquiry, does not infringe or violate any applicable law, regulation or right of a third party, and that if Client has identified a particular third party content for the Project deliverables in the Work Request, that it has obtained the licenses, consents, or approvals necessary for Company’s use or incorporation of any of Client Content in the Project, and is responsible for royalty or other payments necessary to secure such licenses, consents, or approvals.

Notwithstanding anything else in this Agreement to the contrary, Company is not responsible for any trademark or service mark that Client elects to adopt, even if the proposed mark was recommended or designed by the Company; Client is solely responsible for conducting its own trademark clearance searches and for any infringement claims that may result from use thereof.


Limitation of Liability. Neither party shall have liability with respect to its obligations under this Agreement or any of the Work Requests for consequential, exemplary, special, incidental, or punitive damages even if such party has been advised of the possibility of such damages. Client’s sole remedy in the case involving Company’s performance of Service hereunder will be a refund of payments made by Client for Company’s Services. The total liability of Company to Client for any reason and upon any cause of action will be limited to the amount actually paid to Company by Client during the current subscription month. This limitation applies to all causes of action in the aggregate, including, without limitation, breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other torts. Furthermore, Company is not liable for unauthorized access to, alteration of, or lost or destruction of Client’s or Client’s customers’ property, data or information.

Term and Termination

Term. This Agreement commences on the Effective Date and will continue in effect while the subscription payments are made successfully.

Termination. Unless otherwise specified in this Agreement, either party may terminate this Agreement by providing the other party written notice of termination. Any termination of this Agreement shall not relieve the Client of any obligations to pay fees and costs accrued prior to the termination date. Should Client request a termination during the first month of use, all materials produced by Company are ownership of the company and are prohibited from being used by the Client in any way. Upon termination, there will be a 25% fee assigned to the remaining billable period. Company reserves the right to take appropriate legal action against Client for breach of this paragraph.

Either party may suspend or terminate this Agreement if either party breaches any of its obligations under this Agreement and fails to cure such breach within 5 business days after receiving notice thereof from the other party.

Either party may immediately suspend or terminate this Agreement without notice to the other party under the following circumstances: (1) upon the institution of bankruptcy or state law insolvency proceedings against the other party, if such proceedings are not dismissed within 30 days of commencement, or (2) to comply with any law, regulation, court order or other governmental order that requires immediate action, or (3) upon any action or omission that the other party, in its sole discretion, deems illegal, or (4) to otherwise protect the other party from legal liability.

General Provisions

Force Majeure. If the performance of any part of this Agreement by either party is prevented, hindered, delayed or otherwise made impracticable by reason of flood, riot, fire, war, domestic or foreign terrorism, judicial or governmental action, act of God or any other causes beyond the control of such party, both parties shall be excused from such performance and is not liable for failure to perform to the extent that the performance is prevented, hindered or delayed by such causes.

Amendments. The parties may amend this Agreement only by a written agreement signed by the parties that identifies itself as an amendment to this Agreement.

Waivers. The parties may waive this Agreement only by a writing executed by the party or parties against whom the waiver is sought to be enforced. No failure or delay in exercising any right or remedy, or in requiring the satisfaction of any condition under this Agreement, and no act, omission or course of dealing between the parties, operates as a waiver or estoppel of any right, remedy or condition. A waiver made in writing on one occasion is effective only in that instance and only for the purpose stated. A waiver once given is not to be construed as a waiver on any future occasion or against any other person.

Entire Agreement. This Agreement constitutes the final agreement between the parties. It is the complete and exclusive expression of the parties’ agreement on the matters contained in this Agreement. All prior and contemporaneous negotiations and agreements between the parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement. The provisions of this Agreement cannot be explained, supplemented or qualified through evidence of trade usage or a prior course of dealings. In entering into this Agreement, neither party has relied upon any statement, representation, warranty or agreement of any other party except for those expressly contained in this Agreement.

Assignment. Neither party may assign, without the prior written consent of the other party, any of its rights, duties or obligations under this Agreement. Any purported assignment in violation of this Section is void.

Governing Law; Venue. The laws of the Commonwealth of Massachusetts (without giving effect to its conflict of laws principles) govern all matters arising out of or relating to this Agreement. In the event of any dispute, controversy or claim between the parties arising out of or relating to the Agreement, or the breach, termination or invalidity thereof (collectively, a “Dispute”), the parties shall attempt in the first instance to resolve such Dispute through friendly consultations between the parties.  If such consultations do not result in a resolution of the Dispute within thirty (30) days after notice of a Dispute is delivered by either party, then either party may pursue all of its remedies available pursuant to the Agreement.  The parties agree to attempt to resolve all Disputes arising hereunder promptly, equitably and in a good faith manner. Any claims or actions regarding or arising out of this Agreement shall be brought exclusively in the Trial Court of Massachusetts, Northampton Division, District Court Department, or the United States District Court for the District of Massachusetts, and both parties consent to the jurisdiction of such courts and irrevocably waive any objection and right of immunity on the grounds of venue or the convenience of forum, or from the execution of judgments resulting therefrom.