MarvelousWeb Media LLC Terms & Conditions
Between MarvelousWeb Media LLC
And Client
By requesting service with MarvelousWeb Media LLC, you confirm that you are in agreement with and bound by the terms and conditions below.
Definitions:
Client: The company or individual requesting the services of MarvelousWeb Media LLC.
Developer: MarvelousWeb Media LLC, owner & employees or affiliates.
Deliverable: The services and work product specified in the Proposal to be delivered by Developer to Client
Evaluation and Acceptance
As Developer completes each stage of the project, Developer will submit the completed materials to Client for approval. Once Developer sends the approval request email, the revision timeframe begins. For each phase there will be a maximum of three rounds of revisions within a maximum timeframe of 7- 14 business days.
To initiate a round of revisions, Client shall submit one email to Developer with an itemized list of requested changes which specify the location and type of change requested. Developer shall respond in email within 1-4 business days clarifying questions, state if scope of project has changed, and provide confirmation when conditions have been met for revisions to be made. Developer shall provide written confirmation including an itemized list of changes once revisions are complete.
If Client fails to provide approval or comments during any of the approval periods, those materials will be considered to be approved.
Changes in Project Scope
If Client wishes to implement major revisions after Client has already accepted Developer’s work deliverable following completion of any stage of development, Client shall submit to Developer a written proposal specifying the desired changes. Developer will evaluate each such proposal at its standard rates and charges. Developer shall submit to Client a written response to each such proposal within 10 working days following receipt. Developer’s written response shall include a statement of the availability of Developer’s personnel and resources, as well as any impact the proposed changes will have on the contract price, delivery dates, or warranty provisions of this Proposal. Client shall have 10 business days from receipt of Developer’s response to its proposal to accept or reject it in writing. Developer shall commence work on the desired changes once the Proposal is signed by authorized representatives of Client and Developer. Developer will not be obligated to perform any services beyond those called for in the original Proposal plus any accepted changes in scope.
Delays
Developer shall use all reasonable efforts to meet the proposal and milestones delivery schedule. Developer may extend the due date for any Deliverable by giving written notice to Client. 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 Deliverables. Delays caused by third parties will result in a day-for-day extension of the due date for all Deliverables.
Support Services
During the first 5 business days following the delivery of the final deliverable, Developer shall provide up to 4 hours of Support Services at no additional cost to Client. Support Services means commercially reasonable technical support and assistance to maintain and update the Deliverables, including correcting any errors or Deficiencies. Requests for additional support will be billed on a time and materials basis at Developers standard rate. This does not include enhancements or changes of scope.
Client may request that Developer develop enhancements to the Deliverables by requesting a new project in writing. Developer shall exercise commercially reasonable efforts to prioritize Developer’s resources to create such enhancements. Client understands Developer may have pre-existing obligations that may delay requested enhancements. Developer shall provide any enhancements shall be provided on a time and materials basis at at Developers standard rate.
Non-Response and Dormancy
If Client is not able to provide acceptance or rejection of phase-specific deliverables within 15 business days then the project will be considered dormant. If materials are needed from Client and are not provided within 15 business days, or by the requested date, whichever is later, then the project will be considered dormant. If Client is not reachable for 20 business days then the project will be considered dormant. Dormant projects are subject to a $750 reboot fee. If Client wishes to reboot their dormant project, Client shall submit to Developer in written form their intent to reboot their project and their availability. If rates have been updated since the original proposal or the dormancy has necessitated additional work then Developer will re-evaluate the remaining work at standard rates and charges. Developer shall submit to Client a written response within 10 working days following receipt. Developer’s written response shall include a statement of the availability of Developer’s personnel and resources, as well as any impact the proposed changes will have on the contract price, delivery dates, or warranty provisions of this Agreement. Client shall have 10 business days from receipt of Developer’s response to its proposal to accept or reject it in writing. If Client accepts Developer’s response, Developer shall draft a written amended Proposal to reflect the reboot and any associated changes and acknowledge any effect of such changes on the provisions of this Proposal. Developer shall commence work once the amended Proposal is signed by authorized representatives of Client and Developer and the reboot fee has been paid. Developer will not be obligated to perform any services beyond dormancy. After 3 months of dormancy a project is considered terminated.
Termination
Client or Developer may terminate the project at any time. In the event of termination, Developer shall be entitled to compensation based on an estimated assessment of the time and effort invested in the project up to the date of termination plus 30% of the full project price not exceeding 100% of the full project price. This compensation will be calculated by estimating the total time spent and the costs associated with this time. Developer shall submit an invoice detailing its time and expenses. If the invoice amount is less than the amounts paid to Developer prior to termination, Developer shall promptly return the excess to Client. If the invoice amount exceeds the amounts paid to Developer prior to termination, Client shall pay Developer the difference within 30 days of the date of the invoice. Product exchanges are not possible due to the custom nature of the Product.
Deliverable Credits and Links
Developer may take the following actions: Developer can state on the Deliverable that Developer developed the Deliverable. This will be stated discreetly in Deliverable footer and include hypertext links on Client’s Deliverable to Developer’s website. Developer can place links on Developer’s website to Client’s Deliverable as an example of Developer’s services.
Intellectual Property Infringement
Developer warrants that Developer will not knowingly infringe on the copyright or trade secrets of any third party in performing services under this Agreement. To the extent any material used by Developer contains matter proprietary to a third party, Developer shall obtain a license from the owner permitting the use of such matter and granting Developer the right to sublicense its use. Developer will not knowingly infringe upon any existing patents of third parties in the performance of services required by this Agreement Client represents and warrants to Developer as follows: Client has the authority to enter into and perform its obligations under this Agreement; Client has or will obtain all necessary and appropriate rights and licenses to grant the license to Developer to use Client Content for the Deliverable; and Client has or will obtain any authorizations necessary for hypertext links from the Site to any other third-party websites. Client will indemnify Developer from any claims resulting in losses, damages, liabilities, costs, charges, and expenses, including reasonable attorney fees, arising out of any breach of any of Client’s representations and warranties contained in this Agreement. For such indemnification to be effective, however, Developer must give Client prompt written notice of any such claim and provide Client such reasonable cooperation and assistance as Client may request in the defense of such suit. Client will have sole control over any such suit or proceeding.
Payment
A 50% deposit shall be paid before work commences, and the remaining balance shall be paid within 3 business days of the due date stated in the original proposal. The final deliverable will not be released and Developer will retain ownership of the deliverable until the final payment has been made. Should the Client fail to pay Developer the full amount specified in any invoice within 30 calendar days of the invoice’s date, interest of 10 percent per annum shall accrue from the 30th calendar day following the invoice’s date.
Confidentiality
During the term of this Agreement and afterwards, Developer will use reasonable care to prevent the unauthorized use or dissemination of Client’s confidential information. Reasonable care means at least the same degree of care Developer uses to protect its own confidential information from unauthorized disclosure. Confidential information is limited to information clearly marked as confidential, or disclosed orally that is treated as confidential when disclosed and summarized and identified as confidential in a writing delivered to Developer within 15 days of disclosure. Confidential information does not include information that: the Developer knew before Client disclosed it; is or becomes public knowledge through no fault of Developer; Developer obtains from sources other than Client who owe no duty of confidentiality to Client; or Developer develops independently.
Disputes
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 a forum mutually agreed to by the parties.
Written notice of breach of contract must be provided within 30 business days. Client will be responsible for any costs associated with collecting such fees including, without limitation, legal costs, attorneys’ fees, court costs and collection agency fees.
Client agrees that for purposes of venue, this agreement was entered into in Cuyahoga County, Ohio, USA and any dispute will be litigated or arbitrated in Cuyahoga County, Ohio, USA.
