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S1MG Engagement Agreement Terms and Conditions - Square1 Media Group
 

S1MG Engagement Agreement Terms and Conditions

Effective date: January 01, 2021

All information below make-up Square1 Media Group’s Terms and Conditions for all of its services and its Engagement Agreement. All clients are subject to the following terms and conditions:

AGREEMENT TERMS. This Agreement shall begin upon execution of both the Client (hereinafter referred to
“The Client”) and Square1 Media Group, Inc (hereinafter referred to “The Designer” or “S1MG, Inc) and a 50% monetary non-refundable deposit has been received and shall continue until all Services are complete and delivered, or until the Agreement is terminated. However, the terms of this Agreement will expire thirty (30) days after being submitted to Client, should Client not sign the agreement within the allotted time-frame. If this Agreement expires, after thirty (30) days and the Client wants to still move forward with Designer, the Designer may modify the Agreement before re-submitting it to the Client.

COMPENSATION. Client agrees to pay Designer the fees listed in the Project Proposal/Quote/Estimate or other means where a price was provided where Client agreed in writing, including all taxes, if applicable to said fees. Client also agrees to pay Designer expenses, if applicable, including but not limited to: (a) Incidental and out-of-pocket expenses at cost plus Designers standard markup of twenty percent (20%); (b) Mileage reimbursement, other than normal commuting, at fifty-five (0.55) cents per mile, if travel is outside of a 25-mile radius, if applicable; (c) Travel expenses, other than normal commuting, but including airfare and rental vehicles, with client approval. Pricing in the Project Proposal/Quote/Estimate includes the Designer fee(s) only. Any additional or À LA CARTE items, such as art licensing or photography, domain registration or web hosting registration, etc., said costs may also be included in this Agreement or billed separately to the Client.

PAYMENT. Depending on the project, either Fifty (50%) of the Total Payment or all of the Total Payment will be due upfront before any design or development work commences. Any remaining balances are due monthly, upon the acceptance of any Deliverable(s) by Client, should Designer agree to monthly payments and set them accordingly. Regarding Projects where Fifty (50%) of the Total Payment commenced, all balance(s) and Final payment(s) will be due in PHASE III or PHASE IV of any brand, web, print, or graphic design project. Please refer to the “DESIGN PROCESS, THE ENGAGEMENT AGREEMENT, & THE SCOPE OF WORK ACTIVITIES SECTION,” within this agreement, and “INVOICE(S)” that will be emailed or provided in-person to each client. All invoices are payable within five (5) ten (10) days of receipt. Invoices shall list any and all expenses and additional costs as separate items. *NOTE: Once Client “approves” each SOWA PHASE of DEVELOPMENT APPROVALS Section, extra requests for changes will be subject to additional fees of $75.00 an hour or prorated at Designer’s sole discretion.

LATE PAYMENT. A monthly service fee of 1.5 percent, or the maximum allowed by law, is payable on all overdue balances that have not been paid within thirty (30) days.

LICENSE: OWNERSHIP AND USAGE RIGHTS. All grants of any license to use or transfer ownership of any intellectual property rights under this Agreement are subjected to full payment, including any and all outstanding Additional Costs, Expenses, Fees, or any other charges. Upon receipt of full payment, the Client is hereby granted an exclusive, perpetual, and worldwide license to use and display the Final Deliverable(s), prepared for the Client as part of this project, in accordance with this Agreement. The rights granted to the Client are for use of the Final Deliverable(s) in its original form only. Clients may not change, create derivative works, or extract portions of the Final Deliverable(s), without the expressed permission of S1MG, INC. Designer reserves the right to reproduce any and all designs created in print and electronic media for the Designer’s and S1MG, Inc.’s promotional purposes. In the cases of Brand Identity Materials, such as Logo Brand Projects, Brochures, Letterheads, and Envelopes, etc., Client’s will be required to execute a “Transfer of Copyright and Design Ownership” Agreement, before S1MG, INC releases any transfer of copyright and design logo. 

PRELIMINARY WORKS. Designer shall retain all rights in and to all Preliminary Works. Client shall return all Preliminary Works to Designer within thirty (30) days of completion of the Services. All Designer Tools are and shall remain the exclusive property of Designer. Designer grants the Client a nonexclusive, nontransferable, perpetual, worldwide license to use the Designer Tools solely to the extent necessary with the Final Deliverable(s) for the Project.

ALTERATIONS. Alteration of any preliminary or FINAL Deliverable(s) is prohibited without the expressed permission of S1MG, INC. S1MG, INC will be given the first opportunity to make the required alterations. Unauthorized alterations shall constitute additional use and will be billed accordingly.

CHANGES TO PROJECT SCOPE. If Clients want to change the Scope of Work Activities after acceptance of this Agreement, Client is to send Designer a written “Change Order” describing the requested changes in detail. Within five (5) business days of receiving a Change Order, Designer will respond with a statement proposing the Designer’s availability, additional fees, changes to delivery dates, and any modification to the Terms and Conditions. The designer will evaluate each Change Order at its standard rate and charges. Clients will be billed on a time-and-materials basis at Designer’s hourly rate of seventy-five ($75.00) dollars per hour. Such charges shall be in addition to all other amounts payable under this Agreement, despite any maximum budget, contract price, or final price identified. Designer may extend or modify any delivery or timeline schedule(s) or deadline(s) in the Agreement, as may be required by such changes. Clients will have five (5) business days to respond in writing accepting or rejecting the new project Scope of Work Activities. If a Client rejects the new project Scope of Work Activities, Designer will not be obligated to perform any services beyond those in this original Agreement.

WEBSITE HOSTING. S1MG, INC currently has Server(s) with Dreamhost and our fees start at $165.99+ for domain/hosting/email registration and minimal website maintenance. When new website projects are paid for, the first year of domain, hosting, and email registration may be provided for FREE, which will be stated in all Engagement Agreements. There may be additional charges for À LA CARTE items (such as Secure Sockets Layer (SSL) Certificates to ensure informational and e-commerce websites are secured with a lock in the top left corner of the search bar, etc.), may also be included in Agreements or billed separately to Clients. Should Client, request for S1MG, INC to host its domain name and website on S1MG’s Server(s), then Designer shall provide website hosting and domain registration services for the Client, once the initial full payment amount has been made. All yearly domain/hosting/email registrations/SSL Certificate payments must be paid on time, per each invoice, to remain up and fully operational to keep websites from going down and losing information. S1M’Gs Hosting shall be a shared hosting environment with a minimum of 99.9% server up-time. However, should Client host its domain name and website on another server that is not S1MG’s Server, Client must make sure Designer has the required login credentials to the account; and it should also be noted that Designer nor S1MG, INC is responsible for any security breaches that could or may occur, etc., as a result of hosting on another site. Clients must pay for their own hosting site’s security features. In addition, S1MG, INC is not responsible for another server’s up-or-down-time. Furthermore, Client agrees, no matter where the website or domain name is hosted, Designer will maintain a copy of the Client’s website on an offline server as a backup to the live site. Any and all modifications, should there be any, are expected to be completed within five (5) business days of Designers’ acknowledgment depending on the level of repair or maintenance request. Designer agrees to provide reasonable access to any parties authorized, in writing, by the Client for purposes of website audits, updates, or modifications.

ERRORS. Client has the responsibility to proofread and review all work produced during the project. As a result, the client is fully responsible for any errors in spelling, typography, illustrative layout, photography, or other errors discovered after printing or reproduction or for any work performed by third-parties selected by the Client.

DELAYS. Client shall use all reasonable efforts to provide needed information, materials, and approvals. Any delay by Client will result in a day-for-day extension of the due date for all Deliverable(s). Any delay caused by conditions beyond the reasonable control of the parties shall not be considered a breach and will result in a day-for-day extension any performance due. Each party shall use reasonable efforts to notify the other party, in writing, of a delay. Conditions beyond the reasonable control of the parties include, but are not limited to, natural disasters, acts of government after the date of the agreement, power failure, fire, flood, acts of God, labor disputes, riots, acts of war, terrorism, and epidemics. In the event of a delay based on unforeseeable circumstances outside of the scope of work, not accounted for by Client during Phase 1 of Development, the burden lies with the Client to rectify the situation, and additional fees may be accessed by S1MG, Inc., for time to correct or adjust its scope of work activities. and/or S1MG, Inc., reserves the right to cease work and shut down the project until the situation is rectified and payment is received from Client. S1MG, Inc., is not responsible for content or proper information not provided by Client or delays due to Client’s negligence to complete their own due diligence and research concerning their brand concept and design. 

EVALUATION AND ACCEPTANCE. Client shall, within five (5) business days after receiving each Deliverable Phase email, notify Designer in writing of any failure to comply with the specification of the Project Scope of Work Activities or of any other objections, corrections, or changes required. Designer shall, within five (5) business days of receiving Client notification, correct and submit a revised Deliverable to Client. Client shall, within five (5) business days of receiving a revised Deliverable, either approve the corrected version or make further changes. If after three (3) corrections by Designer, Client finds the Deliverable(s) are not acceptable, Client or Designer may terminate this agreement subject to the termination clauses of this Agreement. If a Client fails to provide approval or comments during any approval period, those Deliverable(s) will be considered approved and accepted by the Designer. All objections, corrections, and changes shall be subject to the terms and conditions of this Agreement.

ACCREDITATION AND PROMOTION. Designer will place accreditation, as a hyperlink or service mark or company logo or acronyms, in the form, size, and location as incorporated by Designer on each page of the Final Deliverable(s). Designer retains the right to reproduce, publish and display the Final Deliverable(s) in Designer’s portfolios and websites, in galleries, design periodicals, and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Final Deliverable(s) in connection with such uses.

CONFIDENTIAL INFORMATION. All material considered confidential by either party shall be designated as confidential. Confidential Information shall not be disclosed to third parties and shall only be used as needed to perform this Agreement. Confidential Information shall not include any information that is already known by the recipient, becomes publicly known through no fault of the recipient, or is received from a third party without a restriction on disclosure.

RELATIONSHIP OF DESIGNER & CLIENT. Designer is an independent contractor. Designer shall determine, in its sole discretion, the manner and means by which the Services are accomplished. No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Neither party is authorized to act as an agent or bind the other party, except as expressly stated in this Agreement. Designer and the work product or Deliverable(s) prepared by Designer shall not be deemed a work for hire as defined under Copyright Law. All rights granted to Client are contractual in nature and are expressly defined by this Agreement.

REPRESENTATIONS AND WARRANTIES. Client represents and warrants to Designer that to the best of Client’s knowledge, use of the Client Content does not infringe the rights of any third party. Designer represents and warrants to Client that to the best of Designer’s knowledge, the Deliverable(s) will not violate the rights of any third parties. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, DESIGNER MAKES NO WARRANTIES WHATSOEVER. DESIGNER EXPLICITLY DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS APPLICABLE TO THE PROJECT.

INDEMNIFICATION AND LIABILITY. Client shall indemnify Designer from any and all damages, liabilities, costs, losses, expenses, or attorney fees arising out of any claim, demand, or action by a third party due to materials included in Deliverable(s) at the request of the Client. THE SERVICES AND THE WORK PRODUCT OF DESIGNER ARE SOLD “AS IS.” IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF DESIGNER, ITS DIRECTORS, OFFICERS, EMPLOYEES, DESIGN AGENTS AND AFFILIATES (“DESIGNER PARTIES”), TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE NET PROFIT OF DESIGNER. IN NO EVENT SHALL DESIGNER BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY DESIGNER, EVEN IF DESIGNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 

TERMINATION. Either party may terminate this Agreement at any time, with thirty (30) day’s written notice, if the other party breaches any of its material responsibilities or obligations under this Agreement and fails to cure that breach during that thirty (30) day period. Either party may terminate this Agreement at any time, on written notice to the other party, if the other party ceases to conduct business in its normal course; makes an assignment for the benefit of creditors; is liquidated or otherwise dissolved; becomes insolvent; files a petition in bankruptcy; or a receiver, trustee, or custodian is appointed for it. In the event of termination, Client shall pay Designer for the Services performed through the date of termination in the amount of a prorated portion of the fees due. Client shall pay all Expenses, Fees, and Additional Costs incurred through the date of termination.

TERMINATION REGARDING BACKUP TERMS. Client agrees that Designer will maintain website back-ups and one set of the final materials, whether Client’s Website is hosted with Designer or with another hosting company. If this Agreement is terminated prematurely or if the Client switches to a new Web Hosting company, once Designer transfers website back-ups and final materials, Designer will destroy any and all copies, files, and documents related to this Agreement, within ninety (90) days. If a Client or his or her Hosting Server loses website back-ups or final materials within the ninety (90) days, Designer will charge a Transfer Fee of one hundred and fifty ($150) dollars. If a Client or his or her Hosting Server loses website back-ups or final materials after ninety (90) days, Designer is not responsible for any of the files that have been destroyed after 90 days, and the client can reconsider going into a separate Agreement with Designer for a new project.

CANCELLATION. In the event Client cancels this Agreement prior to completion, within five (5) business days of such cancellation, Client shall pay Designer for: (1) all work performed up to the date of termination; (2) all outside expenses and commitments that have been incurred and cannot be canceled; and, (3) a cancellation fee equal to 15% of the remaining fees that would otherwise have been paid if the project would have been completed.

DISPUTE RESOLUTION. Parties agree to attempt to resolve any dispute by negotiation between the parties. If parties are unable to resolve the dispute by negotiation, either party may start mediation and/or binding arbitration in the State Florida, in Broward County. The prevailing party shall be entitled to recover its attorneys’ fees and costs in any dispute resolved by binding arbitration.

SUPPORT SERVICES. During the first (1st) month following the expiration of this Agreement, Designer shall provide up to five  (5) hours of S1MG Maintenance Support Services at no additional cost to Client. Support Services means commercially reasonable technical support and assistance to maintain and update the Deliverable(s), including correcting any errors or Deficiencies. Requests for additional support, outside of the allotted number of hours designated in the first month, may potentially incur additional charges and will be billed on a time-and-materials basis at Designers standard rate. These Support Services do not include enhancements to the Project or other services outside the scope of the Proposal.

GENERAL. Modifications to this Agreement must be in writing and signed by both parties. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach. All notices under this Agreement shall be given in writing either by: (a) Fax or Email, with return confirmation of receipt; (b) Certified or Registered mail, with return receipt requested. Notice will be effective when received, or in the case of email or fax, on confirmation of receipt. Rights or obligations under this Agreement shall not be transferred, assigned or encumbered without the prior written consent of the other party. This Agreement shall be governed by the law of Florida, in Broward County. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Where possible the invalid or unenforceable provision shall be interpreted in such manner as to be effective and valid under applicable law. Headings and numbering used in herein shall not affect the scope, meaning, intent or interpretation of this Agreement, and shall not have any legal effect. This Agreement is the entire understanding of the parties and supersedes all prior understandings and documents relating to the subject matter of this Agreement.