Section 3.8. Contractual Terms

• Proposals:

  • Proposals are free of charge. The Client is under no obligation until the proposal is accepted in writing either via email or via actual signatures on the proposal document.

  •  Proposals are valid for 30 days from the date on the proposal, unless stated differently on the proposal.

• Payment Terms:

  • ​ Unless otherwise stated, all prices and proposals are listed in U.S. Dollars.

  •  A deposit of 50% is required from the Client for Work. A project will only start after the Client accepts the proposal AND the deposit is paid. The remaining Work payment can be made in monthly installments during the Work Phase.

  • Work will be billed monthly at the first of the month. Payment net terms are within 7 days of the invoice date. Clients may pay via credit card, ACH transfer, or check. EMILY™ will not accept cash for payments. If the Client pays via credit card, a 2.7% fee will be added to the payment.

  • If the Client subsequently requires EMILY™ to accelerate the project completion timeline than specified in the agreed proposal, EMILY™ reserves the right to charge additional fees at EMILY’S Standard hourly rate to prioritize such projects ahead of pre-planned work.

  • If a project is canceled at any time, all fees up to that point of work will be calculated and invoiced. This is payable within 7 days of the invoice date.

  • Client’s failure to pay on time constitutes a material breach of contract by Client permitting EMILY™ to suspend its performance hereunder; additionally, EMILY™ shall have all other remedies permitted to EMILY by law, equity and these terms. EMILY™ reserves the right to apply interest charges of 15% APR on any past-due invoice. If the Client has provided EMILY™ with a credit card authorization, EMILY™ shall be entitled to charge the invoice amount and interest against such a card.

  • Payment – The Client agrees to pay EMILY™ in accordance with the terms specified in each proposal/estimate. Payment is due within 7 days from the date of Invoice. If the Client fails to pay any invoice, EMILY™ reserves the right to withdraw associated materials or refuse completion and/or delivery of work until past due balances are paid. All materials or property belonging to the Client, as well as work performed, may be retained as security until all just claims against the Client are satisfied. The Client is responsible for any debt collection, legal or court fees which may come result from cancellation of the project prior to completion, the Client will be liable for 1 month’s payment as per the 30-day cancellation notice

• Services and Programs:

  • Authorization – The Client authorizes EMILY™ to perform services on the Clients’ behalf, which may include, but is not limited to, creating content, creating videos, creating animation, creating databases and applications, managing their online advertising, and submitting the Client’s project to search engines.

• Notice of cancellation:

  • ​EMILY™ or Client may cancel this Agreement in advance by delivering a written Notice of Cancellation to the other party at the address provided at least sixty (60) days prior to the requested cancellation date. Any notice (“Notice”) shall be deemed sufficient if addressed in writing and mailed to the party’s address listed in the Agreement or emailed to an authorized representative, provided such notice confirms the date of receipt.

  • EMILY™ will allow for 2 design changes per item being produced. Any additional work or ad hoc changes and updates will require a CHANGE ORDER. CHANGE ORDERS will be charged at EMILY’S standard hourly rate (dependent on task, to be verified at the start of tasks) OR will be quoted separately.

  • Changes must be requested and acknowledged by both the Client and EMILY™ in writing. Email is sufficient. For time-sensitive requirements, the Client will be required to respond to EMILY™ within 24 hours of notification.

• Content:

  • Client represents and warrants to EMILY™ that: (1) it owns, or has acquired the express written authority to use all of the content Client gives to EMILY™, (“Client Content”); (2) Client Content does not contain any obscene, threatening, harassing, vulgar, defamatory, libelous, infringing or unlawful content; (3) Client Content does not infringe upon nor violate the rights of any third party, including copyrights and trademarks; (4) there are no claims against Client regarding Client Content; and (5) Client will at all times ensure that it is in compliance with the terms and conditions of any licensing contracts between Client and a third party.

  •  Clients with existing branding, all available content and information will be provided by the Client. If the Client chooses to accept the proposal for Preparatory Work AND the proposal includes costing for content work, EMILY™ will create the required content, Copywrite and/or edit copy, as needed. If the Client determines additional content is needed beyond the scope of the proposal, then the Client will be billed at EMILY’S standard hourly rate.

  • The client will provide for the right of entry and access to all relevant sites, equipment, and other information in its control or possession as is necessary for EMILY™ to timely and fully complete the Work. EMILY™ is not responsible for the quality or accuracy of data or information, nor for the methods from which the data was developed, where such information or data is provided by or through Client or others that are not agents or EMILY™, and EMILY™ has no obligation to investigate facts or conditions not disclosed to it by Client.

  • Content must be supplied electronically, within 5 days of the start of the project. If the Client is not forthcoming, EMILY™ retains the right to create the necessary content to finish the project. The client will be billed for time and EMILY™ will not be held responsible for any information that is not entirely accurate.

  • Information (word/text), as well as images, logos, and artwork (or photographs) to be used, must be electronically supplied unless they are to be created as part of the project. If images need to be sourced, the images will be at the Client’s expense and are not included in our fee.

  • The Client will ensure they have the copyright for all material supplied. Under no circumstances will EMILY™ be held responsible for any copyright disputes.

  • If it becomes clear that material was provided without the required copyright, changes to a project (to remove illegal content) will be at the Client’s cost, billable at EMILY’S standard hourly rate. EMILY™ does not take any responsibility for content supplied without proper copyright whatsoever.

  • The Project Date of Completion (DOC) is affected by responsive Client feedback and the Client provided content. Timelines will be adjusted accordingly.

  • A project will only be released from the Preparatory Phase once it has been proofed and accepted by the Client. Therefore, we take no responsibility for content errors.

• Ownership:

  • ​All work remains the property of EMILY™. Clients in good standing who retain EMILY™ through contract completion will be granted all rights to content produced for Client exclusively to Client, excluding third party components, at the end of the contract period. EMILY™ shall own and retain all intellectual property rights in all preexisting material, information, know-how, and data created.

  • EMILY™ has the right to use any blog articles, content created and designed in promotional material and for other purposes anywhere else for EMILY™ purposes.

• Technology Disclaimer:

  • EMILY™ shall not be liable for downtimes, interference in the form of hacking, virus, disruptions, interruptions, faulty third-party software, search engines or websites on which a service is dependent or other deliveries from a third party.

  • EMILY™ shall not be liable for any changes made without notice by the Client or a third party employed by the Client to domain names, websites, links, technical setup, etc. and affecting the Services delivered by EMILY™.

  • EMILY™ shall use all reasonable endeavors to deliver Services relating to search engine optimization, links, advertisements, banners, pay per click and google analytics in accordance with the guidelines applicable to the relevant search engines. However, EMILY™ shall not be liable for delayed or non-conforming performance due to changes made to standard terms, assessment algorithms, search criteria, viewing policy, prices and campaign offers or other matters beyond EMILY’S control and reserves the right to make changes to Services as a result of the same. In addition, EMILY™ shall not be liable for other changes or discontinuation of search engines.

  • EMILY™ shall not be liable for Services relating to search engine optimization, link building, advertisements, banners or sponsorships leading to a minimum number of views, position or frequency in searches on relevant words or otherwise. In addition, EMILY™ shall not be liable for ensuring that such Services lead to a certain volume of traffic, number of clicks, registrations, purchases or the like.

  • If the Client does not implement some or all of EMILY’S recommendations, EMILY™ shall not bear any liability for any lack of success experienced by the Client relating to the Services.\

• Limitation of Liability:

  • ​Except with respect to each party’s indemnity obligations hereunder, breach of a party’s confidentiality obligations and/or the gross negligence or willful misconduct of a party, in no event will EMILY™, its owners, officers, or employees be liable for any special, indirect, incidental, or consequential damages (including without limitation loss of use, data, business or profits or costs of cover) arising out of or in connection with the agreement, or professional errors or omissions, whether such liability arises from any claim based on the agreement, tort (including negligence), product liability or otherwise, and whether or not Client has been advised of the possibility of such loss or damage. EMILY’s, its owners’, officers’ or employees’ cumulative liability to Client, from all causes of action and all theories of liability, will be limited to and will not exceed the total sum invoiced for the Services. EMILY™ shall not be liable to Client or Client’s representatives for any harm resulting from any use of confidential information.

• Indemnification:

  • ​Client agrees to defend, indemnify and hold harmless EMILY™ from and against any and all claims, liabilities, suits, actions, proceedings, demands, damages, losses, costs, and expenses, including reasonable attorney’s fees, based upon a third-party claim arising, directly or indirectly, out of the Client Content.

• Dispute Resolution:

  • EMILY’s state of establishment in South Carolina. Therefore, the formation, construction, performance, and enforcement of the Agreement shall be in accordance with the laws of the State of South Carolina without regard to its conflict of law provisions. Any action or proceeding arising from a claimed breach of this Agreement shall only be brought in the appropriate state or federal court in the State of South Carolina and Client consents to the jurisdiction of such South Carolina courts (and appellate courts) and by agreeing to waives the right to object to South Carolina venues or jurisdiction. The client also consents to in personam jurisdiction (personal jurisdiction) and agrees that service by registered mail, return receipt requested, is sufficient. If EMILY™ prevails in any dispute arising out of this Agreement, EMILY™ will be entitled to reimbursement for its expenses and costs (including attorneys’ fees), regardless of whether any legal action is filed. Any action or proceeding arising out of this Agreement must be instituted within two (2) years after such cause of action has accrued. Client acknowledges that if the remedy at law for any breach, or threatened breach, of this Agreement, is by its nature inadequate to compensate EMILY™ for the damages that are certain to result then EMILY™ may seek temporary and/or permanent injunctive relief (an official order to stop!), and any other available equitable relief and/or damages, without any requirement, to obtain a bond or prove monetary damages.

• Force Majeure:

  • Neither party shall be liable for any default or delay in the performance of its obligations under this Agreement to the extent such default or delay is caused, directly or indirectly, by reason of fire, earthquake, labor dispute (other than labor disputes of such party or its independent contractors and its employees), act of God, acts of terrorism, or any local, state, federal, national or international law, governmental order or regulation or any other event beyond a party’s reasonable control.

• Enforcement:

  • Each provision of the Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision. Indemnification, Client’s Ownership, and EMILY’S Ownership and shall survive termination or cancellation of the Agreement.

  • Changes to this Policy – EMILY™ reserves the right to change this policy at any time. Information collected prior to the time any change is posted will be used according to the rules and laws that applied at the time the information was collected.