Terms of Service Agreement

This is a TERMS OF SERVICE AGREEMENT dated and in effect as of JANUARY 20, 2014 for Pixel Print Media, (“PPM”). By agreeing to work with Pixel Print Media, you confirm that you are in agreement with and legally bound by the outlined terms and conditions for web and graphic design services provided by Pixel Print Media, rendered in connection with the design and development of websites and the production of print and web graphic designs (“Work”).

ACCEPTANCE & COMMENCEMENT

Deposit required.

PPM issues proposals and contracts for all new projects.  PPM will not begin work of any kind on projects until the receipt of a deposit and signed contract.

ESTIMATES

Estimates change with scope changes.

PPM creates estimates based on specific project needs and scope determined during out Discovery phase.  If the needs and or scope of the project change while the project is underway, overages will apply.  PPM will alert the client as to the current billable hours total and not continue to accrue billable hours, beyond this point, without written consent from the Client in the form of an email.

TIMELINE AND ASSET DELIVERY

We can’t do the work without the stuff we need to do the work.

All necessary assets are collected during our Discovery phase and are due upon request.  The Client shall be responsible for providing to PPM in a timely manner all assets (documentation, images, content, etc…) and all essential design or content elements necessary to complete the Discovery phase and to complete the Work. Failure to submit required information or materials may cause subsequent delays in production which could result in significant delays in the delivery of finished work.

PAUSE CLAUSE

Delays cause delays.

If PPM is waiting for content or other pieces of information or input, the client will be notified.  If the client fails to handle the requests within 10 business days PPM will consider the project paused.  Once the deliverable is received and the project is re-activated it will be rescheduled based on PPM’s current workload and availability. In clear terms, if a project is paused, it could be weeks to get back in the PPM schedule.

PERMISSIONS AND RELEASES

Keep it all legit.  We will, too.

Client avers that they shall only provide content, images, and other marks to PPM that they are lawfully entitled to use, display, or transmit, and shall not cause PPM to violate any copyrights, agreements, or trademarks through the use of any content provided by Client the Work.

The Client agrees to indemnify and hold harmless PPM against any and all claims, costs, and expenses, including attorney’s fees, due to materials included in the Work at the request of the Client for which no copyright permission or previous release was requested or uses which exceed the uses allowed pursuant to a permission or release.

PPM agrees to only provide content, images, and other marks to the client that they are lawfully entitle to use, display, or transmit, and shall not cause the Client to violate any copyrights, agreements, or trademarks through the use of any content provided by PPM in the development of the Site.

PUBLICATION

Portfolio – yes.  Billboards – no.  Same goes for you.

The Client may publish or disclose information regarding the Work without acknowledgement of the support of PPM in such publications. The Client will not use the name of PPM, in any advertising or publicity without the prior written approval from PPM. PPM will not use the name of Client, in any advertising or publicity without the prior written approval from the Client. PPM may elect to use examples of Work not protected by confidentiality as examples of PPM in online portfolio, social media accounts, and privately transferred portfolios.

CONFIDENTIALITY

Shhhhh…it’s a secret.  Unless it isn’t.

The Client and PPM may disclose confidential information one to the other to facilitate work under this Agreement. Such information shall be so identified at the time of its transmittal, and shall be safeguarded and not disclosed to third parties by the receiving party. Confidential information shall not include information that:

• is already known to the party to which it is disclosed;
• is or becomes part of the public domain without breach of this Agreement;
• is obtained from third parties, which have no obligations to keep confidential to the parties to this Agreement.

ADDITIONAL WORK

More work = $

Additional Work is work requested during the course of the project, but not specified in the estimate or contract.  Additional Work results from changes in client input on items that have already been approved, changes in needs, specification or direction or excessive changes and design edits which are not specified in the contract. This work will be considered billable.  PPM will alert the client to the fact that these items fall outside the scope of the projects and the client shall electronically agree to the addition of this billable work prior to PPM commencement of additional billable work.

ONE PAGE WEBSITE VS A PAGE

Just so we’re clear.

For purposes of page count, the definition of “one page” is set forth as a single web page measuring no taller than 1600 pixels at a 100% screen resolution of 72 pixels/inch. The page count of “single page websites”, containing multiple pages navigable my menu links, is calculated by sections where each section is equivalent to a single page.

TERMINATION

We hope not, but it could happen.

Either party may terminate this Agreement by giving 10 days written notice to the other of such termination.

In the event that Work is postponed or terminated at the request of the Client, PPM shall have the right to bill pro rata for work completed through the date of that request, while reserving all rights under this Agreement. If additional payment is due, this shall be payable within thirty days of the Client’s written notification to stop work. In the event of termination, the Client shall also pay any expenses incurred by PPM and the PPM shall own all rights to the Work. The Client shall assume responsibility for all collection of legal fees necessitated by default in payment.

PPM reserves the right to initiate the termination of a project if client-driven delays in excess of 60 day prohibit PPM from completing the Work. At this time, PPM has the right to consider the project complete in its entirety and to bill pro rata for work completed through the date of that request, while reserving all rights under this Agreement. The Client shall assume responsibility for all collection of legal fees necessitated by default in payment.

WEBSITE UPDATES

Updates to content or code.

After the completion of the design, development and launch of a website, PPM will be available to make ongoing site updates, which include creating posts, creating pages, adding or editing functionality, banner designs, troubleshooting, etc… on either a project basis or billable hour basis depending upon the request. Hourly maintenance services will be billed at a minimum session charge of 30 billable minutes.

Major updates, which include changes to the site amounting in excess 50% of content or design changes will require a new estimate and contract between the Client and PPM, before PPM will commence making changes and updates.

These services will be billed either upon completion of the project or on the final day of each month for open accounts.

WORDPRESS MAINTENANCE

Updates to plugins and core.

….

GRAPHIC DESIGN

Print or Pixel.  Page or Screen.

PPM provides some graphic design services on an hourly basis, with a project minimum of 1 hours. PPM will provide graphic design project estimates on request.

Once a project is completed, if the client elects to make further changes or updates to the graphic in the form of date changes, content additions and resizing, these services will be billed at a minimum session charge of 30 billable minutes.

Major updates, which include changes to the deliverable amounting in excess 50% of content or design changes will require a new estimate and contract between the Client and PPM, before PPM will commence making changes and updates.

These services will be billed either upon completion of the project or on the final day of each month for open accounts.

BILLABLE HOURS

When the clock is running.

Billable hours constitute time spent in the following pursuits, including but not limited to:

graphic design, research, imaging mining, code mining, meetings, phone calls, emails, upload and download times, technical support, tutorial creations, troubleshooting, etc…

HOURS OF OPERATION

Generally speaking

PPM sets forth normal hours of operation as:  Monday-Thursday – 9am-4pm CST

PPM may elect to work outside these hours of operation at normal billing rates when appropriate to maintain delivery schedules. PPM may elect to communicate with the Client outside of these hours via email. There is no expectation that the Client reply outside of these hours of operations. There is no expectation that PPM reply outside of these hours of operations.

PPM reserves the right to accept or decline projects with deadlines which will require PPM to work outside normal business hours. If PPM accepts a project that will require work to be done outside normal business hours, PPM will bill this time at a rate of 150% of PPM’s normal hourly rate.

RESPONSE TIMES

Correspondence Goals

Response times may vary. PPM will make all best efforts to respond to all communications made within 1 business day. Inquiries made after 4pm CST on Thursdays will be responded to on the the next business day.

HOLIDAYS

Celebrate!

PPM observes all federal holidays and will not adhere to normal business hours nor consider the federal holidays as work days for contract terms and timelines. A full list of federal holidays can be found at the OPM website here.

EXPENSES

Necessary Costs.

Client agrees to reimburse PPM for any of the following expenses necessary in completion of the Work: (e.g. Fonts, Messengers, Proofs, Props, Research, Shipping, Software, Stock photography, Travel, Telephone Consultation in addition to any items outlined in the Project Scope).

Before incurring such expenses that arise not listed on the contract, PPM shall require confirmation in the form of an email.

COPYRIGHT

Ours until its yours.

All copyright is in PPM’s name. Upon completion of the Work, the copyright will only be released to the Client upon final payment.

PAYMENT

$$$$

After the completion of the Work, the Client agrees to pay any outstanding hours. This final payment will be considered a final approval for the Work. PPM issues invoice upon the completion of account projects and on the final day of each month for ongoing projects. These balances are due upon receipt and can be paid by checks made payable to Pixel Print Media. or electronic payment.

PPM will provide upon request EIN numbers and any appropriate documentations necessary for processing payments.

The Client shall assume responsibility for all collection of legal fees necessitated by default in payment.