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Terms and Conditions

Terms & Conditions

Gaining Access
The client agrees to allow Karasi Media Group access to all necessary username and login combinations as required. Client also agrees to allow Karasi Media Group access to all usernames and passwords required to remove data and/or sites for failure to comply with these terms and conditions.
Meetings & Brand Audits
Meetings with client can be held via:

  • Google Hangouts/Skype Video
  • In-person meetings will be held at client’s place of business or agreed upon location.
  • Meetings for Project Management or Strategy Sessions Can Be Held Via Phone
  • Missed appointments with Karasi Media Group result in a $19 Missed Appointment fee.

Statement of Work
This Statement of Work (the “SOW”), along with the Terms and Conditions, make up the service agreement (the “Agreement”).

Offer Availability. 
The terms and prices offered in the Contract will be available to you for 30 days.
Scope of work listed in Contract based on invoice.

Terms & Conditions
Parties:
Karasi Media Group
(“Karasi Media Group” or “We”)
Peachtree City, GA
Karasi Media Group Email: info@karasimedia.com

Client Name Listed in Contract
(“Client” or “You”)

Design Services
Professional Standard. Karasi Media Group will provide the services identified in the Proposal-Contract. Karasi Media Group will provide these services in a professional manner, and in accordance with applicable professional standards.

Deliverables. 
Karasi Media Group will provide its Deliverables to the Client in finished formats. The Client understands that it may need particular software and expertise to utilize the deliverables. If the Client would like its deliverables in a specific file format, the Client must request to have the format included in the Proposal.

Change Request
A “Change Request” is any request for work outside the scope of the Proposal-Contract.
If such a request is made, Karasi Media Group will notify the Client that it is a Change Request. If the Client still wants to proceed with the Change Request, Karasi Media Group will bill the work on a time and materials basis, at Karasi Media Group’s standard hourly rate of $125/hr. Karasi Media Group may also extend its delivery schedule.

If the Change Request alters the scope of the project by more than 20%, Karasi Media Group may submit a new proposal to the Client.

Payment Invoice. 
Karasi Media Group will invoice the Client according to the proposal-contract. Client shall pay all invoices within 5 days of receipt.

Expenses.
In addition to Karasi Media Group’s fees, Client shall pay Designer’s expenses incurred in connection with this Agreement as follows:

(a) incidental and out-of- pocket expenses including but not limited to costs for telephone calls, postage, shipping, overnight courier, service bureaus, typesetting, blueprints, models, presentation materials, photocopies, computer expenses, equipment rental, photographer’s costs and fees, photography and/or artwork licenses, printing, prototype production costs, talent fees, music licenses, software licenses, online access, Software as a Service, and hosting fees. parking fees and tolls, and taxis.

Expenses will be invoiced to Client at Karasi Media Group’s standard mark-up of 25%. Other Expenses include, without limitation:

  • Taxes. Client is responsible for paying all applicable taxes, including sales, use and value added taxes.
  • Late Payment. Overdue balances may be charged a monthly service fee of $45/month (or the greatest amount allowed by law).
  • Finance Fee. If there is a finance fee included in this quote, it is separate from rate that has been calculated. This is a setup & convenience fee for clients.
  • Turn Around Time Fee: If projects solicited have a turn around time of < 14 Days, A TAT fee, see contract.
  • After Hours Fee. Hours of operation are M-Th, 9a-6p EST. After hours, see contract

Delivery
Timeframe. 
Karasi Media Group will use commercially reasonable efforts to perform the Services within the schedule
outlined in the Quote and in Asana (Statement of Work). Karasi Media Group’s delivery timeframe depends upon the Client’s prompt response to any questions or requests for Client materials.

Karasi Media Group Agents. Karasi Media Group may hire third party Karasi Media Groups or service providers (“Design Agents”) as independent contractors. Karasi Media Group is responsible for Design Agents’ compliance with this Agreement.

Testing & Acceptance. 
Karasi Media Group shall use commercially reasonable efforts to test Deliverables before providing
them to the Client. If the project includes XHTML or HTML markup and CSS templates, Karasi Media Group will use HTML5 markup and CSS3 for styling. Karasi Media Group will test the markup and CSS in current versions of Safari, Chrome, Firefox, and Internet Explorer. Karasi Media Group will not test websites in older browsers, unless specifically identified in the Proposal-Contract.

The Client shall promptly review all deliverables, and must notify Karasi Media Group of any failure to conform to the Proposal Contract within 3 business days of receipt. If Karasi Media Group does not receive a timely notification, the
Deliverable will be deemed accepted. The Client’s notification must clearly identify the problems with the Deliverable in writing.

Client Responsibilities. 
Client must promptly:
(a) coordinate any decision-making activities with 3rd parties;
(b) provide client Content in a form suitable for reproduction or incorporation into the Deliverables; and
(c) proofread deliverables. Client agrees to hold Karasi Media Group harmless from errors made by Client or Karasi past the aforementioned 3 business day review. Karasi Media Group will not edit content of Client’s branding/marketing verbiage unless listed in the Proposal-Contract as a chosen service.

If the Change Request alters the scope of the project by more than 20%, Karasi Media Group may submit a new proposal to the Client.

Client Rights in Deliverables.
IP Assignment. 
Upon completion of the Services and full payment of all invoices, Karasi Media Group shall assign IP rights to the Client. These IP rights include all ownership rights, including any copyrights, in any artwork, designs and software created by Karasi Media Group and incorporated into a Final Deliverable, except as otherwise noted in this Agreement.

Karasi Media Group Rights in Deliverables.
Preliminary Works. Karasi Media Group retains the rights to all Preliminary Works that are not incorporated into a Final Deliverable.

Karasi Media Group Portfolio. 
Karasi Media Group may display the Deliverables in Karasi Media Group’s portfolios and websites, and in galleries, design periodicals and other exhibits for the purposes of professional recognition. Likewise, Karasi Media Group may publicly describe its role in the Project.

Credit. 
If Karasi Media Group incorporates credits into the Deliverables, any use of the Deliverables shall continue to bear the credits in the same form, size and location. Karasi Media Group credits will not be incorporated into any logo designed for the Client. Karasi Media Group Tools/Strategies. Karasi Media Group may incorporate certain Karasi Media Group Tools into the Deliverables.

“Karasi Media Group Tools” means all design tools developed or utilized by Karasi Media Group in performing the Services, including without limitation: pre-existing and newly developed software, Web authoring tools, type fonts, and application tools.

In the event Karasi Media Group Tools are incorporated into any Final Deliverable, then Karasi Media Group grants Client a royalty-free, perpetual, worldwide, non-exclusive license to use Karasi Media Group Tools to the extent necessary to use the
Final Deliverables. Karasi Media Group retains all other rights in Karasi Media Group Tools. Client may not resell or share these tools.

Karasi Media Group and Client Relationship Non-Exclusive. This Agreement does not create an exclusive relationship. The Deliverables are not a “work for hire” under Copyright Law.

No Assignment. 
Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party. Any such attempted assignment will be void. Consent is not required for a disposition of substantially all assets of the assigning party’s business.
Confidential Information. Each party shall maintain Confidential Information in strict confidence, and shall not use Confidential Information except:
(a) as necessary to perform its obligations under the Agreement, or
(b) as required by a court or governmental authority. Confidential Information includes proprietary technical and business information, Preliminary Works, and any other information marked “Confidential.”
Exception.

Confidential Information does not include:
(a) any information that is in the public domain,
(b) becomes publicly known through no fault of the receiving party, or (c) is otherwise known by the receiving party before obtaining access to it under this Agreement or properly received from a third party without an obligation of confidentiality.

No Solicitation
Six-Month Non-Solicit. During the term of this Agreement, and for a period of 6 months after its expiration, Client shall not Solicit any of Karasi Media Group’s employees or Design Agents (collectively, “Karasi Media Group Employee”). “Solicit” is defined to include: solicit, recruit, engage, or otherwise employ or retain, on a full-time, part-time, consulting, work-for-hire, or any other basis.

Agency Commission. 
In the event of such Solicitation, Client shall pay Karasi Media Group an agency commission of 25% of Karasi Media Group Employee’s starting salary with Client, or if hired as a contractor, 25% of the total contract fees paid to Karasi Media Group Employee during the first year following the Solicitation.

Termination
Discretionary Termination, Upon Notice. Either party may terminate this agreement in its business discretion upon sufficient advance notice. The amount of notice required is 1/4 of the estimated project duration. For example, if the Proposal-Contract estimates the services will take 80 days from kick-off to final delivery, advance notice of at least 20 days will be sufficient for discretionary termination.

Discretionary Termination by Client. IF: Client uses this discretionary termination provision, THEN:

Karasi Media Group
will retain all payments already made as of the notification date, and Client shall pay Karasi Media Group (a) for all expenses incurred as of the date of notification of termination,
(b) an early termination fee (see contract)
(c) a stop payment fee (see contract)

No IP rights will be transferred.
Discretionary Termination by Karasi Media Group. IF: Karasi Media Group uses this discretionary termination provision, THEN:
(a) Karasi Media Group will retain (or, if not paid in advance, will be due) all costs already incurred and a prorated portion of the fees for services performed up to the termination date.

Termination for Bankruptcy. 
Subject to any restrictions imposed by law, either party may immediately terminate this
Agreement, if the other party either:
(1) ceases to do business in the normal course;
(2) becomes insolvent;
(3) admits in writing its inability to meet its debts or other obligations as they become due;
(4) makes a general assignment for the benefit of creditors;
(5) has a receiver appointed for its business or assets;
(6) files a voluntary petition for protection under the
bankruptcy laws;
(7) becomes the subject of an involuntary petition under the bankruptcy laws that is not dismissed within 60 days.

Termination for Breach. 
If a material breach of this Agreement is not cured within 10 business days after a party’s receiving
notice of the breach, then the non-breaching party may terminate this Agreement immediately upon notice.

Termination Procedure. 
Upon expiration or termination of this Agreement:
(a) each party shall return (or, at the disclosing party’s request, destroy) the Confidential Information of the other party, and
(b) other than as expressly provided in this Agreement, all rights and obligations of each party under this Agreement, exclusive of the Services, shall survive.

Risk Allocation
Client Representations.
Client represents and warrants to Karasi Media Group that:

  • Client owns sufficient right, title, and interest in the Client Content to permit Karasi Media Group’s use of the Client

Content in performing the Services

  • To the best of Client’s knowledge, Karasi Media Group’s use of the Client Content will not infringe the rights of any third party
  • Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party

Materials
Client shall comply with all laws and regulations governing the Services and Deliverables.

Karasi Media Group Representations.

Karasi Media Group represents and warrants to Client that:
The Final Deliverables will be Karasi Media Group’s original creative work, except that Karasi Media Group may incorporate Client Content, work from its Karasi Media Group Agents and third party material (for example, stock photos, or Software as a Service). For any Final Deliverable that includes the work of independent contractors or third party material, Karasi Media Group shall secure sufficient rights for Client to use the Final Deliverables for their intended purpose.To the best of Karasi Media Group’s knowledge, the final Deliverables will not infringe upon the IP rights of any third party. However,Karasi Media Group will not be conducting any type of IP clearance search (for example, Karasi Media Group will not be conducting a copyright, trademark, patent or design patent clearance search).

LIMITATION OF LIABILITY
The services and the work product of Karasi Media Group are sold “as is.” In all circumstances, Karasi Media Group’s maximum liability to Client for damages for any and all causes whatsoever, and Client’s maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to Karasi Media Group’s net profit.

In no event shall Karasi Media Group be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by Karasi Media Group, even if Karasi Media Group has been advised of the possibility of such damages.

LIMITED WARRANTY
Except for the express representations and warranties stated in this agreement, Karasi Media Group makes no warranties whatsoever. Karasi Media Group explicitly disclaims any other warranties of any kind, either express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose or compliance with laws or government rules or regulations applicable to the project.

Force Majeure
Either party may invoke Force Majeure to excuse the failure of its timely performance, if such failure was caused by: fire; flood; hurricane, tornado, or other severe storm; earthquake; act of war; sabotage; terrorism; riot; interruption or failure of electrical or telecommunications service (for example, Internet failures); or failure of suppliers, subcontractors, and carriers to substantially meet their performance obligations.

Failure to make a payment may only be considered a Force Majeure event if caused by an interruption in a third-party payment systems that otherwise qualifies as a force-majeure event.

A party invoking force majeure to excuse its failure of timely performance must show that the force-majeure event(s) and their relevant effects
(i) were beyond the invoking party’s reasonable control and
(ii) could not have been avoided through the exercise of due care by the invoking party.

Indemnification
Applicability. This indemnification clause governs all obligations arising under this Agreement (if any) that require a party (the “Indemnifying Party”) to defend an individual or organization (a “Protected Person”) against a claim, for example, a claim made by a third party.
Indemnification. IF: A third party makes a claim that, if finally successful, would establish a breach of a representation or warranty of this Agreement; THEN: The party who made the representation or warranty will:

  • (i) defend the Protected Person against the claim (as defined below), and
  • (ii) indemnify each Protected Person against any monetary award entered on the claim (as defined below).

Indemnification Against Damage Awards.

  • (a) The Indemnifying Party will indemnify the Protected Person against all monetary awards resulting from a final judgment or award from which no further appeal is taken or possible.
  • (b) Such monetary awards include, for example, damages, penalties, interest, and attorneys-fee awards.

Defense Obligation. 
(a) If the Protected Person requests legal defense, the Indemnifying Party will provide a competent
defense against the claim.
(b) IF: A Protected Person fails to timely request a defense; THEN: The Indemnifying Party will not be responsible for any harm to the Protected Person that may result from the delay.
(c) If the Protected Person does not request a defense against the claim, the Indemnifying Party may elect, its business discretion, to provide a defense anyway.
(d) For the avoidance of doubt, the defense obligation of this section applies, without limitation, to any claim brought in a judicial, arbitration, administrative, or other proceeding, including for example any relevant appellate proceedings in which the claim is at issue.


Control of the Defense. 
IF: The Indemnifying Party provides a defense against an indemnified claim; THEN:
(a) The Indemnifying Party is entitled to control the defense of the claim.
(b) The Protected Person must provide reasonable cooperation in the defense of the claim; the Indemnifying Party will reimburse the Protected Person for reasonable out-of-pocket expenses actually incurred in doing so.
(c) The Protected Person must not make any non-factual admission concerning the claim without the Indemnifying Party’s consent.
(d) The Protected Person must not waive any defense to the claim without the Indemnifying Party’s consent.

Control of Settlement. 
(a) The Indemnifying Party has discretion to settle the claim on behalf of the Protected Person, PROVIDED THAT the settlement terms do not:

  • (i) impose any obligation or prohibition on the Protected Person, nor
  • (ii)include any admission by the Protected Person.

(b) Any other settlement of the claim by the Indemnifying Party requires the Protected Person’s prior written consent, not to be unreasonably withheld.
(c) If the Protected Person settles the claim without the Indemnifying Party’s prior written consent (not to be unreasonably withheld), then the Indemnifying Party will have no liability to the Protected Person in connection with the settlement.

Assumption of Control by Protected Person. 
A Protected Person may assume control of its defense.
IF: A Protected Person does so; AND: The Indemnifying Party has previously tendered performance of its obligation to provide a defense;

THEN: The Indemnifying Party will have no further responsibility or liability to the Protected Person (including for example defense and/or indemnity liability) in respect of the claim in question.

General Terms
Notices.
All notices shall be sent by email. Permissible addresses for notice include those stated in this Agreement and any other address reasonably communicated. A notice that is sent by email but is not read by the addressee is nevertheless effective if, but only if, it has been
(a) sent from an email account that has been designated for notice and
(b) delivered to an email account that has been designated for notice. Email accounts designated for notice are identified at the top of this Agreement, and may be amended only by written
notice.

Dispute Resolution.
Early Neutral Evaluation. At the request of either party, the parties will submit any dispute between them, arising out of or relating to this Agreement or any transaction or relationship arising from it, to nonbinding early neutral evaluation, in GA, in accordance with the Early Neutral Evaluation procedures of the American

Arbitration Association.
Arbitration. At the request of either party, the parties will submit any dispute between them, arising out of or relating to this Agreement or any transaction or relationship arising from it, to binding arbitration in GA, through the American Arbitration Association. The prevailing party in any dispute resolved by arbitration or litigation will be entitled to recover its costs and attorneys’ fees.

Jurisdiction.
The parties irrevocably consent to the jurisdiction of the state and federal courts located in Fayette County, GA. The parties hereby waive any jurisdictional or venue defenses and consent to service of process by certified mail.

Interpretation.
Governing Law. This Agreement will governed by the laws of the state of Georgia without regard to its conflict or choice of law rules.

Design Terminology: Any design terminology in the Contract is defined according to standard design industry usage. Any dispute as to the meaning or scope of design terminology will be determined in good faith by Karasi Media Group.

IF / THEN Construction. Use of capitalized “IF:” and “THEN:” in a sentence is intended only enhance readability. It has no special meaning apart from its lower case meaning.

Modification & Waiver. Any modification of this Agreement must be in writing. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.

Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will remain in full force and effect.

Mutual Drafting. Any ambiguity or inconsistency in this Agreement is to be resolved in accordance with the most reasonable construction and not strictly for or against either party by virtue of that party’s
author-ship.

Headings. Section headings are provided for convenience only and do not affect the meaning of any terms.

Integration. This Agreement comprises the entire understanding of the parties and supersedes all prior agreement and understandings.

Definitions.
Client Content – all materials, information, photography, writings and other creative content provided by the Client for use in the preparation of and/or incorporation in the Deliverables.

Third Party Materials.
Works that are incorporated into the Final Deliverables, but not created by Karasi Media Group or owned by Client. Third Party Materials includes, for example, stock photography or illustration.

Preliminary Works.
All artwork including, but not limited to, concepts, sketches, visual presentations, or other alternate or preliminary designs and documents developed by Karasi Media Group and which may or may not be shown and or delivered to Client for consideration but do not form part of the Final Art.

Deliverables.
the services and work product specified in the Statement of Work to be delivered by Karasi Media Group to Client, in the form and media specified in the Proposal.

Final Deliverables – the final versions of Deliverables provided by Karasi Media Group and accepted by Client.

Client’s signature represents that s/he has the full authority to enter into this Agreement and to bind her or his respective party to all of the terms and conditions of this Agreement.

Copyright 2016-2018 | Karasi Media Group | All rights reserved
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