TERMS AND CONDITIONS
1. PROPOSAL. WOW Grafix and Marketing (”WOW“) is bound only to those terms agreed to in writing by WOW, including WOW‘s final written proposal. If the proposal includes an estimate, the estimate is only valid for ninety (90) days. WOW reserves the right to revise its estimate in the event the project is materially altered. WOW‘s obligations are conditioned upon Client‘s acceptance of the proposal and these terms and conditions (together, the ”Agreement“). Client will be deemed to have accepted the Agreement upon start of performance. All amendments or changes to the Agreement must be agreed in writing.
2. PAYMENT. Client agrees to make payment as follows: a. Web Solutions Packages — Twenty-five percent (25%) of the price of the package is due in advance of starting the project. Monthly solutions payments are due by the 1st of each month. b. Marketing & Social Media Solutions Packages — Monthly solutions payments are due by the 1st of each month. c. Projects — Fifty percent (50%) of the price is due in advance of starting the project with the remainder due upon completion unless otherwise agreed in writing.
3. PAST DUE ACCOUNTS. A finance charge of the lesser of 1.5% per month (18% – APR) or the highest rate permitted by law may be charged from the date of invoice if payment is not received by WOW within thirty (30) days. Client agrees to reimburse WOW all attorney fees and court costs in connection with collection efforts for non-payment. WOW reserves the right to stop performing under the Agreement until past due accounts are paid in full.
4. ACCURACY OF DESIGN. WOW takes precautions to ensure accuracy on all typesetting and printing. A signed proof is necessary before print work can be started. A jpeg/PDF proof will be sent on all projects for approval. Client shall respond to proofs within 3 business days to enable timely completion of work by Seller. WOW cannot take responsibility after approval by Client for errors made on a signed proof. In the event the most recent proof is correct and the print is incorrect, WOW will remedy the error.
5. REJECTION/TERMINATION OF PROJECTS. All work, including but not limited to websites, code, scripts, artwork, images, logos and print jobs, will be discussed and agreed upon before the start of the project. Client shall not unreasonably withhold acceptance/approval of the project if WOW has complied with the agreed design and/or specifications. If, prior to completion of the project, the Client observes any non-conformance with the design plan, Client must promptly notify WOW, allowing the necessary correction. Subject to the termination provision regarding Solutions Packages, rejection of a completed project or termination during its execution will result in billing for all labor and expenses to date of the termination notice. All elements of the project must then be returned to WOW. Any usage by the Client of the design elements will result in appropriate legal action. Client shall bear all costs, expenses, and reasonable attorneyâ€™s fees in any action bought to protect design elements.
6. TERMINATION OF SOLUTIONS PACKAGE. Unless otherwise agreed in writing, Solutions Packages require twelve (12) month commitments with installment payments due each month. If Client terminates a Solutions Package before its expiration, the remaining monthly payments under the Agreement will be accelerated and due and collectible immediately. However, if Client wishes to terminate a Solutions Package after the first six (6) months of the Agreement, and if paid to date, Client may give thirty (30) days written notice of termination and pay a termination fee equal to two (2) months payments to avoid acceleration of the remaining payments.
7. WARRANTY DISCLAIMER. WOW will perform its work in a diligent and competent manner. WOW makes no warranty as to the impact or results of any specific marketing plan, website, social media or projects.
8. LIMITATION OF LIABILITY. WOW‘s liability for any claim arising under this Agreement will be limited to the amount of the price paid by Client. WOW SHALL IN NO EVENT BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE.
9. INDEMNIFICATION. Client shall indemnify, hold harmless and defend WOW and its agents from all claims, costs and expenses (including reasonable attorney‘s fee), for any damages arising out of Client‘s breach of this Agreement or violation of any law, including claims arising from the use of any marks, images, graphics, text or specifications provided to WOW by Client. This provision shall survive expiration or termination of this Agreement.
10. USAGE AND OWNERSHIP OF WORK PRODUCT. a. Artwork/Images — Except as otherwise provided, all final work product is the property of Client upon payment in full. It is suggested that Client trademark and/or copyright it. Digital copies of work product, including logo designs, will be emailed if requested by Client, at no charge. The above notwithstanding, Client agrees that WOW, including its agents, retains the right to use completed work product and any preliminary designs for the purpose of design competitions, future publications on design, educational purposes and WOW marketing efforts. b. Programming Code — WOW retains ownership of all work product/code created while performing the Agreement, along with all intangibles gained that were not previously owned by Client. However, upon payment in full, WOW grants Client the right and license to use such work product and code but only as a part of the WOW project.
11. GOVERNING LAW. This Agreement is governed by the laws of the state of Kansas without regard to conflicts of law rules. The parties consent to the jurisdiction of Johnson County, Kansas courts over any matters arising out of this Agreement.
12. NO WAIVER. WOW‘s choice not to enforce a provision of this Agreement will not be a waiver of such provision or right, or in any way affect the validity of this Agreement or WOW‘s right to enforce any provision.
13. SEVERABILITY; SURVIVAL. Any terms of the Agreement determined to be unenforceable will not be stricken but will be enforced to the extent possible and all other provisions will remain in full force and effect. Any provisions which by their nature are intended to survive will survive the termination of this Agreement.