Updated April 2, 2025
By entering into a Statement of Work (“SOW”) with Tinker & trim, you agree to comply with and be bound by these SOW Terms & Conditions (“Terms”). Please read these Terms carefully before signing the SOW. If you do not agree to these Terms, do not sign the SOW.
Control of Services: Except as set forth in the SOW, you will neither have nor exercise any control or direction over the methods by which Tinker & Trim performs the services and functions outlined in the SOW (“Services”); your sole interest is to ensure that the Services are performed in a competent, efficient and satisfactory manner. Tinker & Trim will exclusively control its hours and other working conditions. All Tinker & Trim personnel, including subcontractors, performing the Services shall be the responsibility of Tinker & Trim, and you have no direct responsibility for Tinker & Trim personnel.
Relationship of the Parties: Tinker & Trim is an independent contractor. Nothing in the SOW will be construed or deemed to create a relationship of employer and employee or principal and agent between you and Tinker & Trim.
Taxes: Tinker & Trim shall pay all taxes (including all federal, state and local employment taxes) applicable to its performance under the SOW.
Warranties: Tinker & Trim represents and warrants that the Services: (i) will be performed in a timely, professional, and workmanlike manner, in compliance with applicable industry standards and in accordance with the requirements of the SOW; (ii) will comply with applicable laws, rules, or regulations; (iii) will not defame or disparage you or third parties or violate or infringe upon the rights of third parties, including contractual, employment, trade secrets, proprietary information, privacy, publicity, and nondisclosure rights, or any trademark, copyright, or patent rights; and (iv) to the extent consisting of deliverables, will be technically correct, free from material defect, and based upon specifications provided in the SOW and upon any other information or documents mutually agreed upon by the Parties. You represent and warrant that all materials provided to Tinker & Trim for use in performance of the Services will not violate or infringe upon the rights of third parties, including contractual, employment, trade secrets, proprietary information, privacy, publicity, and nondisclosure rights, or any trademark, copyright, or patent rights.
Publicity: Tinker & Trim shall not use your name, logo, or trademarks in connection with Tinker & Trim sales, advertising, marketing and promotional activities, including without limitation, any publication, press release, advertisements, website or public forum, without your prior written consent, which shall not be unreasonably withheld or delayed. Tinker & Trim may use its own work product for sales, advertising, marketing, and promotional activities.
Indemnification: Tinker & Trim shall defend, indemnify, and hold you harmless, including your respective subsidiaries, affiliates, officers, directors, agents, employees, representatives, successors and assigns from and against any and all actions, claims, suits, demands, judgments, losses, costs, expenses and/or damages, including attorneys’ fees, arising out of or resulting from Tinker & Trim’s negligent acts or omissions in its performance of the Services including, but not limited to any dealings between Tinker & Trim and third parties or the breach of any warranties set forth in Section 9 (“Warranties”).
You shall defend, indemnify, and hold Tinker & Trim harmless, including its respective subsidiaries, affiliates, officers, directors, agents, employees, representatives, successors and assigns from and against any and all actions, claims, suits, demands, judgments, losses, costs, expenses and/or damages, including attorneys’ fees, arising out of or resulting from your breach of any representation or warranty set forth in Section 9 (“Warranties”). The Indemnification provisions shall survive the termination of the SOW.
Limitation of Liability: Notwithstanding anything to the contrary, Tinker & Trim and its officers, affiliates, representatives, contractors and employees shall not be responsible or liable with respect to any subject matter of the SOW or terms and conditions related thereto under any contract, negligence, strict liability or other theory: (a) for any indirect, exemplary, incidental, special or consequential damages; (b) for any matter beyond Tinker & Trim’s reasonable control; or (c) for any amounts that, together with amounts associated with all other claims, exceed the fees paid by you to Tinker & Trim for any services performed in the 12 months prior to the act that gave rise to the liability, in each case, whether or not Tinker & Trim has been advised of the possibility of such damages. The Limitation of Liability provisions shall survive the termination of the SOW.
Ownership: All information, reports, studies, computer programs (object or source code), work products, works of authorship, creative or audiovisual works, and other tangible or intangible material produced by or as a result of the Services (the “Tinker & Trim Deliverables”) is not “work for hire” under United States copyright law. Upon completion of the Services and expressly subject to full payment of all undisputed invoices, Tinker & Trim shall and does assign to you all right, title and interest, including without limitation copyright and other intellectual property rights, in and to the Tinker & Trim Deliverables, except for right, title and interest to any Third Party Products and Tinker & Trim Materials as those terms are defined below.
Tinker & Trim shall retain all right, title, and interest in all inventions, works of authorship, designs, know-how, ideas, information, research, design libraries, processes, techniques or development tools, software code and applications delivered to you under the SOW that have been independently developed prior to the commencement of Services under the applicable SOW; and (ii) all modifications, enhancements and derivatives of, and improvements to, any of the foregoing (which for the sake of clarity, includes all modifications, enhancements, derivatives, and improvements developed or otherwise created by or under Tinker & Trim’s direction during the course of rendering Services hereunder, but excluding such modifications, enhancements, derivatives or improvements that are part of the Tinker & Trim Deliverables) (collectively, “Tinker & Trim Materials”). The Ownership provisions shall survive the termination of the SOW.
Intellectual Property Rights: The content on Tinker & Trim, including but not limited to designs, articles, graphics, images, text, logos, and trademarks, is owned by Tinker & Trim or its licensors and is protected by intellectual property laws, including copyright and trademark laws. You may not copy, distribute, modify, or create derivative works based on the content without prior written permission from Tinker & Trim.
Entire Agreement: The SOW may not be modified or altered except by a written instrument executed by both Parties. The failure of either Party to exercise in any respect any right provided for therein shall not be deemed a waiver of any rights. The SOW and these Terms constitute the entire Agreement between the Parties with respect to the subject matter thereof and supersede and merge all prior proposals, understandings, and all other agreements, oral and written between the Parties relating to such subject matter.
Assignment: Tinker & Trim shall not assign its obligations under the SOW or any part hereof without your prior written consent.
Governing Law: The SOW and these Terms are governed by and construed in accordance with the laws of Colorado. Any legal action or proceeding arising out of or related to the SOW and/or these Terms shall be subject to the exclusive jurisdiction of the courts located in Colorado.
Severability: In the event that a court or other body of competent jurisdiction finds that any provision of the SOW or these Terms is invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the remainder of the SOW and these Terms will continue in full force and effect.
Changes to Terms
Tinker & Trim reserves the right to modify or update these Terms at any time. Any changes will be posted on this page, and the effective date will be updated accordingly. By continuing to use the Site after such changes, you accept the updated Terms.
If you have any questions or concerns about these Terms & Conditions, please contact us.