TERMS OF AGREEMENT
The Client is engaging Mountain Media, located at 32 Clinton Street, Saratoga Springs, NY 12866, as an independent contractor for the specific project of marketing Web pages. Mountain Media will host, design, update, develop, and/or market these pages, for a dollar amount stated on our Website.
The Client shall own all rights to any graphic art files and text-based files (“native files”) developed for the Client’s use in this project to generate HTML pages, Web-optimized text or graphics, PDFs, and Web-ready files of a similar nature. Native files include MS Word docs, as well as BBEdit, Photoshop, Illustrator, and Fireworks files and other files in a similar, customary format intended for the development of Web sites. These files will be made available to the Client upon request within the contract period and for a period of within one year after the end date of the contract’s term.
Additional Standard Contract Terms
1. No Guarantee: Due to continuing changes in search engine technology and the vast differences in the way each search engine works, Mountain Media (the “Developer”) is unable to guarantee exact placement in any search engine, nor can we predict with certainty how long your Web site may retain its placement. The Client understands and agrees that Internet Marketing, as with all forms of marketing, entails an element of risk, and that through this contract there is no guarantee, express or implied, that any marketing work performed on the Client’s behalf by Mountain Media will result in a higher Google PageRank quotient, better search result rankings for targeted keywords, improved visitor traffic to the Client’s Web site, or increased revenues.
2. Copyrights and Trademarks: The Client represents to Mountain Media and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Mountain Media for inclusion in Web pages are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Mountain Media and its subcontractors from any claim or suit arising from the use of such elements furnished by the Client.
3. Limited Liability: Client hereby agrees that any material submitted for publication will not contain anything leading to an abusive or unethical use of the Web Hosting Service or Host Server. Abusive and unethical materials and uses include, but are not limited to, pornography, obscenity, nudity, violations of privacy, computer viruses, any harassing and harmful material or uses, any illegal activity, or material advocating illegal activity, and any infringement of privacy or libel.
Client hereby agrees to indemnify and hold harmless Mountain Media from any claim resulting from Client’s publication of material or use of any materials. Mountain Media may or may not give notice before deactivating the use of an account that we decide is an abusive or unethical use of, or a potentially illegal use of the Web Hosting account or host server. Client hereby agrees to indemnify and hold harmless Mountain Media in any claim resulting from the submission of illegal materials.
Client’s exclusive remedies for all damages, losses, and causes of actions, whether in contract, tort, including negligence, or otherwise, shall not exceed the aggregate dollar amount which Client paid during the term of this Agreement and any reasonable attorney’s fees and court costs.
4. Indemnification: Client agrees that it shall defend, indemnify, save, and hold Mountain Media harmless from any and all demands, liabilities, losses, costs, and claims, including reasonable attorney’s fees (“Liabilities”) asserted against Mountain Media, its agents, clients, servants, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by the Client, its agents, employees, or assigns. Client agrees to defend, indemnify, and hold harmless Mountain Media against Liabilities arising out of any injury to persons or property caused by any products or services sold or otherwise distributed in connection with Mountain Media’s services, any material supplied by Client infringing on the proprietary rights of a third party, copyright infringement, and any defective product which Client has sold.
5. Non-Disclosure: Mountain Media, its employees, and subcontractors, agree that, except as directed by Client, it will not at any time during or after the term of this Agreement disclose any Confidential Information to any person whatsoever.
6. Cancellation or Work Postponement: In the event that Work is postponed by lack of response from the Client for thirty days or more or a postponement is requested by the Client for other circumstances or Work is Cancelled at the request of the Client by letter, Mountain Media shall have the right to bill pro rata for work completed through the date of that request or postponement at the company's then, current standard hourly rate, while reserving all rights under this Agreement. If additional payment is due, this shall be payable within thirty days of the Client’s notification to stop Work.
When Work is postponed, Mountain Media bears additionally burdens to restart a project, reinstate and reassign resources and resurrect previously determined plans and project objectives. Because of this additional burden, Mountain Media requires a $500.00 “Reinstatement Fee” to restart Work that has been postponed by the client due to unresponsiveness or due to a postponement request from the Client. In the event of cancellation, the Client shall provide in writing and also pay any expenses incurred by Mountain Media, and Mountain Media shall own all rights to the Work. The Client shall assume responsibility for all collection of legal fees necessitated by default in payment.
7. Refund Policy: If the Client applies by letter for a refund within 15 days of signing this contract, work already completed shall be billed at Mountain Media’s standard hourly rate ($125.00) for the services rendered and deducted from the initial payment. If the work that has been completed is beyond the amount covered in the initial payment, the Client shall be liable to pay for all work completed at Mountain Media’s standard hourly rate for the services rendered.
8. Arbitration: Any disputes in excess of $1,000 (or the maximum limit for small claims court) arising out of this Agreement shall be submitted to binding arbitration before the Joint Ethics Committee or a mutually agreed upon Arbitrator pursuant to the rules of the American Arbitration Association. The Arbitrator’s award shall be final, and judgment may be entered in any court having jurisdiction thereof. The Client shall pay all arbitration and court costs, reasonable attorney’s fees, and legal interest on any award or judgment in favor of Mountain Media.
9. Payment of Fees: In order for Mountain Media to remain in business, payments must be made promptly. Payment terms are NET 30 unless otherwise noted on your invoice. Delinquent bills will be assessed a 1.5% finance charge if payment is not received within 30 days of the due date. If an amount remains delinquent beyond 30 days after its due date, an additional 1.5% penalty will be added for each 30 days of delinquency. This agreement becomes effective only when signed by Mountain Media. Regardless of the place of signing of this agreement, the Client agrees that for purposes of venue, this contract was entered into in Saratoga County, New York, and any dispute will be litigated or arbitrated in Saratoga County, New York. Please pay on time.
In Mountain Media's ongoing initiative to "Go Green", all invoicing is automatically performed electronically. This allows us to reduce paper resources. Upon a client's request, paper invoicing can be arranged and an administrative fee of $0.50 per paper invoice distributed will be applied. We apologize for any inconvenience this may cause but have adopted this policy in efforts to do "our part" in conserving resources and the environment. We encourage our client's to embrace similar "Go Green" practices within their own organization.
10. Jurisdiction: This contract constitutes the sole agreement between Developer and Client regarding Client’s Web site. It becomes effective only when signed by both parties. This agreement shall be governed and construed in accordance with the laws of Saratoga County, of the State of New York.
11. Press Announcement: As an experienced marketing solution provider, Mountain Media has an in-depth understanding of public relations strategy and online media placement. The benefits of a strategically worded and distributed press announcement can be enormous and can drive both traffic and awareness for an organization. Mountain Media reserves the right to announce the nature of our relationship/project in a mutually beneficial, joint-press announcement. This announcement shall not disclose any confidential, proprietary or specific "deal term" information and "client" shall have the right to review and approve the content of said press announcement as well as to participate and contribute to its drafting and scheduling.