Terms and Conditions for Website Development

Any item not included is cost estimate or work order (meaning over and above productions specifications presented above), including but not limited to: additional website pages, additional products to be included in an online store (if applicable), stock photography, original photography and video production services, print production, additional design services, additional functionality or choosing a platform outside of WordPress Empower Theme (iCM’s platform of choice) will be presented to the client for approval and subsequently billed as an “additional item” as well as any messenger and shipping fees (if applicable).

The client is responsible for the accuracy of all supplied and approved content. Including but not limited to; editorial information, type of service, quality of service claims and all sales, marketing, and other claims.

Website development fees are payable in full upon completion of the online work order form.
Schedule: ICM estimates approximately 3-10 days for final delivery depending on which development option is selected. Delivery schedule begins upon receipt of all necessary client content/materials/text copy. “Delivery” has been fulfilled when the approved site and/or content developed is posted live on client/other server and/or delivered to client by other methods. Actual deliverable date is subject to timely client reviews and approvals.  Additional items or items outside the scope of work/work order will be presented to the client for approval. Additional items or items outside the estimate or work order may impact the final deliverable schedule. Project scope and schedule is based on producing the program in a linear fashion without interruption or breaks from kick-off to delivery.

This estimate accommodates up to (2) rounds of revisions to website work product.

Payment: All reasonable expenses required for the completion of services (i.e: travel, messenger services, shipping) must be pre-approved by and be billed to Client. Initial deposits are not refundable. Fees may change if the parameters of the project described change. Client shall pay all fees according to the price and payment terms listed in the Estimate/Work Order.  Client shall be liable for all reasonable legal fees and costs incurred by ICircle Media to collect any amounts due hereunder that are unpaid by Client. ICircle Media will charge and collect sales tax as required by law on any taxable products or services. If video or photography services are provided, video, Client is responsible for all costs associated with shipping delays and rain days, including but not limited to cost incurred due to cancellations, delays, and rescheduling. Prices quoted herein are valid for 90 days. Cost of 3rd party licenses, hardware, software, domain name registration or hosting if required, will be an additional item purchased by our team on the client’s behalf and on client’s own credit card.  Prices are based on the scope and schedule as agreed to by both parties, changes to which may result in additional costs being incurred and schedules being revised. All revised costs and schedules will be presented to the client for approval.  Over time, if required, maybe additional. Acceptance:  Client and ICircle Media will have a mutually agreed upon “Acceptance Period” for all of ICircle Media’s submissions of Merchandise (website, video, photography, design, etc). During this period, Client will notify ICircle Media in writing adequately detailing any material nonconformance of such Merchandise to the specifications as listed in the scope of work.  If Client rejects the Merchandise, ICircle Media will have a reasonable amount of time-based on scope of the correction to complete corrections. Upon completion of such changes, ICircle Media will redeliver to the Client for acceptance per the procedure above; this procedure will be repeated until either the Merchandise is accepted or Client terminates the Agreement according to Termination section below.  If ICircle Media receives no notice of nonconformity within 15 days, the Merchandise will be deemed accepted by Client. If Client fails to respond in more than 15 days, or if the client places the job on hold, the project may be placed on hold by ICircle Media and: any additional billing and work in progress billing will be submitted to client, all billing will become immediately due, and re-estimation may be required upon re-start of the project. Acceptance of corrected, amended or changed Merchandise shall not be unreasonably withheld by Client.  Estimate includes 1 round of client comments unless otherwise noted in the scope of work. Changes include revisions to Merchandise which ICircle Media develops. Changes to materials submitted by the client or to items previously approved by the client may lead to additional charges. Any changes to this estimate must be incorporated into this document and approved by both parties. Any notice hereunder shall be in writing and shall be sent by Certified or Registered Mail, Return Receipt requested to ICircle Media 5 Sicomac Road – #313, North Haledon, NJ 07508-2950 and if to Client: (at the address included in this online submission).

Termination: Except as set forth below, Client has the right to terminate this agreement for cause.  Such cause shall include but not be limited to delays or failures in performance resulting from (a) recurrent and repeated failure of ICircle Media’s facilities, equipment, or personnel where such failure is not the result of: the negligence or acts of Client or its agent, or Force Majeure Event (as such terms is hereinafter defined); or (b) breach of any material provision by ICircle Media which continues for ten (10) days after receipt of notice thereof.  Further, Client shall have the right to terminate the agreement at any time provided that Client shall in such event pay ICircle Media all fees accrued prior thereto. ICircle Media has the right to terminate this Agreement if Client fails to pay ICircle Media for work done according to the estimate approved by Client hereunder.  In the event Client terminates this agreement or postpones a project prior to the delivery of the final Merchandise or if ICircle Media terminates the Agreement for non-payment, then Client shall be liable to ICircle Media for the cost of all work performed, all work in progress, all expenses pre-approved by Client and actually incurred and to which ICircle Media is obligated, and these amounts will become immediately due.  ICircle Media shall retain title to all goods and/or services  (“Merchandise”) until the Purchase Price of such Merchandise has been paid in full. Limitation of Liability: In no event shall ICircle Media or Client be liable to the other for any loss of use, lost revenue, lost profit or customer, or for any direct, indirect, special, exemplary, or consequential damages (even if ICircle Media is advised of the possibility of such damages) including, but not be limited to the loss of data resulting from delays, non-deliveries, or mis-deliveries whether arising under the theory of contract, tort, strict liability or otherwise. No agent, employee or representative of ICircle Media and Client has authority to bind either ICircle Media or Client to any warranty and such representation shall be void.  ICircle Media makes no express or implied warranty relating to the design, quality or condition of the merchandise, its fitness for a particular use. Indemnification: Client and ICM shall indemnify, defend and hold harmless each other, their directors, officers, employees, and agents with respect to any claim, demand, cause of action, debt, or liability, including reasonable attorneys’ fees, to the extent that the same is based upon any claim that any of the Content developed or provided by either party: (1) infringes or violates any US patents, copyrights, trademarks, trade secrets, licenses, or other intellectual property rights of any third party; (2) violates any privacy right or any other right of any person or entity; (3) contains unlawful, harmful, threatening, abusive, libelous, vulgar, obscene, profane, hateful, defamatory, or otherwise objectionable information of any kind, including but not limited to, encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national, or other law; (4) violates export control laws and regulations of the United States, no matter where the information originates. Non-solicitation: Client and ICircle Media hereby agree that for a period of one year (1) from the date of termination of this agreement, they and their respective affiliates and agents will not (i) solicit to employ, engage, hire, employ, induce or encourage to leave employment any officer, employee or consultant of the other party(ii) solicit, attempt to solicit or accept business from or in any way interfere with or attempt to interfere with their respective relationship with any person, firm, or corporation for which either party has provided products or services or from which such party has received services or products.

(a) Except as otherwise provided below, Client shall own all rights, title, and interest to the Client Property.  “Client Property” shall mean any materials provided to ICircle Media by the client.  As used in this paragraph, “Tools” and/or “Utilities” shall refer to software code and/or a portion of code that:  (i) accelerates the pace of application development; or (ii) accelerates the data conversion process; or (iii) is a component part of the Client Property that, in its generic form, may have general usefulness in a variety of other software programs or programming applications. “Subroutines” shall refer to any code or string of code, which is used in conjunction with other code to perform an application.  (b) Except with respect to the Client Property, ICircle Media retains all right, title, and interest, including all copyrights and patents, to the Subroutines, Tools and/or Utilities, and expertise, other than the Client Property in whatever form (“ICircle Media Property”). ICircle Media retains the right to continue to use all ICircle Media Property but shall have no right to use Client Property for any purpose without prior written consent of Client. (c) ICircle Media hereby grants to Client a worldwide, nonexclusive, nontransferable, royalty-free perpetual, paid-up object code license to use such Subroutines, Tools and/or Utilities and ICircle Media Property to the extent that same are incorporated in or relied on in the Work Product. Except as provided herein, nothing in this paragraph shall be deemed to permit Client to transfer to any other party in any manner, in part or in whole, ICircle Media Property without the prior written consent of ICircle Media. iCircle Media does not own the development platforms it uses, such as “Wordpress”, “Empower WordPress Theme” or any 3rd party applications, plug-in’s etc. ICircle Media obtains license for use on behalf of Client direct from application or software, or uploaded to an applications or software. As such Client is directed to each individual provider’s terms of use, licenses, terms and conditions, privacy terms, etc.

ICircle Media warrantees the functionality of the product for 30 days and will correct defects as long as the Client or Client’s agents have not modified the code or creative, or changed host system, specification, configuration, hardware or software, etc. Revisions required due to changes in Internet technologies including, but not limited to, updates to Browser versions will be additionally billable to the client. When external testing is not specified, internal testing will validate performance on a specific platform only. Client is responsible for all website and hosting updates unless a separate agreement for website maintenance is requested, established and agreed upon by both parties. Force Majeure: In no event shall ICircle Media and Client be liable to each other for any delay or failure to perform hereunder, which delay or failure to perform is due to causes beyond the reasonable control of either party, including but not limited to, Acts of God, fire, flood, or other natural catastrophes; laws, orders, rules, regulations, directions, or actions of governmental authorities having jurisdiction over the subject matter of this Agreement or any civil or military authority; national emergency, insurrection, riot or war, or other similar occurrences, collectively, Force Majeure Events”), provided that Client shall have the right, at its sole discretion, to terminate this Agreement if any failure or delay caused by a Force Majeure Event shall continue as to ICircle Media for more than ten(10) business days during the term hereof.

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