TERMS AND CONDITIONS
EMG/Bitcoin Webmaster clients are subject to the following terms and policies.
GENERAL AGREEMENT – This document defines the terms and conditions of our working relationship. All projects or services that EMG Productions, Inc. or Bitcoin Webmaster (DESIGNER/DEVELOPER) may be contracted to produce or provide for (CLIENT) will be subject to the following:
PROPOSALS/ESTIMATES – For each project, CLIENT will receive a proposal/estimate/quote or retainer arrangement outlining the project specifications and proposed scope of services with billing phases and/or payment terms. Each proposal/estimate/quote will contain a project budget, which includes estimated fees for DESIGNER/DEVELOPER services and separate costs for any estimated out-of-pocket expenses. Retainer clients will be provided services based on requests/directives received from the CLIENT and hours are allocated as appropriate to requests/directives. Revisions, extensive alterations, or a switch in overall objectives or scope of work will affect the initial proposal/estimate, and hours allocated under a retainer arrangement.
We will begin work upon CLIENT’S approval and acceptance of a written proposal/estimate/quote. Client approval (written, emailed, or oral) will constitute an agreement between us. Retainer clients may deliver directives verbally or electronically – with acceptance of services a clear indication of acceptance of retainer fund allocation for services rendered.
PAYMENT – CLIENT agrees to pay DESIGNER/DEVELOPER in accordance with the terms specified in each proposal/estimate/quote or retainer arrangement. On accounts that have not been approved for terms, a non-refundable deposit of 50% of the project cost must be paid before work can begin. On projects that include broadcast, all fees must be paid prior to air date, unless otherwise specified or outlined in proposal/estimate. On projects conducted under retainer agreements, the separate terms of the retainer agreement will outline payment terms. Retainer fees paid are non-refundable. Retainer agreements may be canceled by the client at any time if all debts to EMG under any agreements are paid in full, but no monies are refundable.
Unless otherwise specified, all subsequent balances due are payable upon art or video draft final approval. Interest on past due balances for any EMG agreement or policy is 8% per year, compounded monthly. We reserve the right to refuse completion, delivery or launch of work, or transfer of files until past due balances are paid. DESIGNER/DEVELOPER has the sole right of discretion to waive interest on past due balances.
Proposals/estimates/quotes are valid for only 30 days from the date of presentation. Client requested changes to the original scope of proposal/estimate/quote will be billed additionally at the standard rate of $125/hour. The client will be notified of any price changes and/or additional charges.
EXPENSES – Fees for professional services do not include outside purchases on behalf of CLIENTS such as, but not limited to, printing, stock photography, color or B&W draft printouts, laminating, illustrations, separations, shipping and handling or courier service. Expenses are itemized on each invoice. Expenses are subject to Missouri sales tax unless a) CLIENT is a nonprofit organization; or b) work is for resale and a resale certificate has been submitted to DESIGNER/DEVELOPER. If consultant or location shoot services are required in out-of-town locations, lodgings, meals, and transportation for crew will be billed at cost. Reimbursement for mileage is calculated at current allowable rates.
REVISIONS AND ALTERATIONS – New work requested by CLIENT and performed by DESIGNER/DEVELOPER after a proposal/estimate/quote has been approved is considered a revision or alteration. If the job scope changes to an extent that substantially alters the specifications described in the original estimate, a proposal revision will be presented, and a revised additional fee agreed upon by both parties before further work proceeds. Alterations and other copy changes requested after layouts or mechanicals are completed are billed at standard hourly rates. Retainer CLIENT funds are allocated per directives received by CLIENT or their representatives at standard hourly rates for all work, revisions, and alterations.
DEADLINES – Knowledge of CLIENT deadlines is essential to provide an accurate estimate. “Rush jobs”, or expenses incurred due to delays on the part of CLIENTS, will result in an additional charge over and above proposal/estimate/quote in the amount of $175/hr. CLIENTS will be advised of these additional charges before they are incurred, and will be presented with the option to proceed.
APPROVAL OF RIGHTS AND USAGE – CLIENT is responsible for all trademark, service mark, copyright and patent infringement clearances, as well as for arranging, prior to publication, any necessary legal clearance of materials we prepare.
ERRORS AND OMISSIONS – It is the CLIENT’S responsibility to check proofs or website content carefully for accuracy in all respects, ranging from spelling to technical illustrations or content and verbiage. DESIGNER/DEVELOPER is not liable for errors or omissions. CLIENT signature, authorization email, or that of CLIENT’S authorized representative, is required on all mechanicals or artwork prior to release for printing or other implementation.
OVERAGES – On projects requiring print runs, the CLIENT will accept overruns or under runs that do not exceed 10% of the quantity ordered on all jobs. The DESIGNER/DEVELOPER will bill for actual quantity delivered within this tolerance. If the CLIENT requires a guaranteed quantity, the percentage of tolerance must be stated at the time of quotation.
OUTSIDE VENDOR PERFORMANCE – DESIGNER/DEVELOPER will take all reasonable precautions to safeguard the property CLIENTS entrust to us. In the absence of negligence on our part, we are not responsible for loss, destruction or damage or unauthorized use by others of such property. We will do our best to ensure quality and timely delivery of all printed pieces and will not be responsible for loss to CLIENTS through the failure of vendors, media, or other outside entities involved in the project.
If you select your own vendors, other than those recommended by us, you may request that we coordinate their work per project management fee. If at all possible, we will attempt to do so, but we cannot in anyway be held responsible for quality, price, performance or delivery.
LIEN – All materials or property belonging to, or provided by, the CLIENT may be retained as security until all just claims against the CLIENT are satisfied with any EMG agreements.
RIGHTS OF OWNERSHIP – Once a project has been delivered by us and is fully paid for by CLIENT, DESIGNER/DEVELOPER may be requested to assign the reproduction rights of the design/development for the use(s) described in any written, executed “rights of ownership” agreements negotiated and executed at time of acceptance of proposal/estimate/quote. Ownership DOES NOT extend to the right-of-resale of any/all concepts, templates, design elements, customized fonts and image work, custom software or code, used or not used for this project.
According to the Copyright Law of 1976, the rights to all code, software, design and artwork, including but not limited to photography and or illustration created by independent photographers or illustrators, retained by DESIGNER/DEVELOPER, or purchased from a stock agency or third party on CLIENT’S behalf, remain with the individual DESIGNER/DEVELOPER, programmer, artist, photographer or illustrator.
Unless a purchase of “All Rights” (A Buyout) is negotiated with DESIGNER/DEVELOPER and/or an authorized representative, you may not use, obtain copies of, or reproduce the code, software, design or the images therein for a purpose other than the one(s) originally stipulated, and you may not claim ownership of same. If you wish to use the design we have created, custom software we have coded, and/or the images within a project for another purpose or project, including a reprint or exhibition, or in the event of changes to company/corporate entity, you must produce an executed “All Rights” agreement and remit any additional fees owed to or negotiated by DESIGNER/DEVELOPER. If printing or other implementation is done through your vendors, you agree to return to us all our original mechanicals and artwork (slides, prints, drawings, separations, etc.) within two weeks, and to provide us with printed samples of each project.
We reserve the right to photograph and/or distribute or publish for our firms promotional and marketing needs any work we create for you, including mock-ups and comprehensive presentations, as samples for our portfolio, firm newsletter, brochures, slide presentations and similar media. We agree to store mechanical boards and computer files, backups or disks for a period of 2 months beyond the delivery of a job. Thereupon, we reserve the right to discard them.
TERM AND TERMINATION – The term of this agreement will continue for work in progress until terminated by either of us upon thirty (30) days written notice. If you should direct us at any time to cancel, terminate or “put on hold” any previously authorized purchase, we will promptly do so, provided you hold us harmless for any cost incurred as a result.
Upon termination of this agreement, DESIGNER/DEVELOPER will transfer to CLIENT all property and materials in our control provided CLIENT has paid all monies owed DESIGNER/DEVELOPER under any and all EMG agreements in full. Any custom design/development for which CLIENT has executed an “All Rights” agreement with DESIGNER/DEVELOPER will also be transferred to CLIENT.
CLIENT will indemnify and hold DESIGNER/DEVELOPER harmless for any loss or expense (including attorney ’s fees), and agree to defend DESIGNER/DEVELOPER in any actual suit, claim or action arising in any way from our working relationship. This includes, but is not limited to assertions made against CLIENT and any of its products and services arising from the publication of materials that we prepare and CLIENT approves before publication.
PRODUCTION SCHEDULES – Production schedules will be established and adhered to by both parties, provided that neither shall incur any liability, penalty or additional cost due to delays caused by a state of war, riot, civil disorder, fire, labor trouble or strike, accidents, energy failure, equipment breakdown, delays in shipment by suppliers or carriers, action of government or civil authority, and acts of God or other causes beyond the control of the Client or the DESIGNER/DEVELOPER. Where production schedules are not adhered to by the CLIENT, final delivery date or dates will be adjusted accordingly and without penalty or refunds.
ADDITIONAL PROVISIONS – The validity and enforceability of this agreement will be interpreted in accordance with the laws of the State of Missouri applicable to agreements entered into and performed in the State of Missouri. This agreement is our entire understanding and may not be modified in any respect except in an executed agreement that specifically negates specific terms in this agreement. Acceptance of proposal/estimate/quote, or payment of retainer for services to be provided indicates full understanding and acceptance of these terms and conditions by all CLIENTS and their authorized representatives.
If we must retain attorneys to collect our invoices, we will be entitled to reasonable attorney’s fees, court costs, and interest at the maximum rate permitted by law.
EMG Productions, Inc.
Marble Hill, Missouri, USA