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MJ Small Business Squad LLC Terms and Conditions

 

                   THIS AGREEMENT is made between the submitting company hereinafter “Client” and MJ Small Business Squad, LLC, with a business address of 31 Cedar Chase Dr. Mountville, PA 17554, hereinafter “MJ Squad”. 

 

MJ Squad Services

  1. Scope of Services.  Client has engaged MJ Squad to design and/or market design work across platforms listed in invoice (“Client Work”). Client and MJ Squad understand and agree the following terms and conditions shall govern the relationship between the parties and shall apply to all products and services used to develop the Client Work. The scope of services provided to Client by MJ Squad may include, but is not limited to, custom design work, content creation, logo design, digital marketing services, social media, ads, print marketing services, consulting services, web and email hosting services, as such services are identified on the Project Invoice, both current and future.   

  2. Communication. Client has designated themself as the single point of contact for all interactions and communications between Client and MJ Squad (“Client Contact”). Client understands that MJ Squad will not review or respond to communications from anyone other than the Client Contact. Client Contact can only be changed in writing with the approval of both parties.

  3. Project Cost.  Client agrees to pay to MJ Squad the total cost identified as project costs on the Project Invoice (“Project Costs”). The pricing specified in the Project Quote is valid for a period of thirty (30) days. MJ Squad reserves the right to alter the Project Quote or decline to provide the relevant services after thirty (30) days.

  4. Payment of Project Quote.  To secure MJ Squad’s services and time, and to kick-off the development of Client Design and Marketing, Client agrees to pay the Project Costs on the following payment schedule:

    1. A non-refundable payment equal to one hundred percent (100%) of the Project Costs is due within five (5) business days of receipt of the Project Invoice. MJ Squad will not provide any services to Client until the Project Invoice has been paid. The payment of the Project Invoice and the return of the initial client deliverables (“Client Homework”) will initiate the scheduling of a Project Queue.

    2. An additional non-refundable invoice will be issued within 31 days if any work is completed by MJ Squad that is above and beyond the Project Invoice. This invoice is due within 5 days of issuing this invoice. Late fee of $20 per day will be applied to overdue invoices.

  5.  Subscriptions and Renewals. MJ Squad shall develop Client’s design/marketing work utilizing multiple platforms. The Project Costs may include a one (1) year subscription to services such as Ascend, etc. as noted on Client Project Invoices. Client understands that some platforms require hosting to be secured and maintained within the platform. In these instances, MJ Squad will send a renewal invoice approximately 30 days prior to service renewal. The renewal of any subscriptions obtained by MJ Squad is Client’s responsibility. The loss, cancellation or otherwise, of the service, subscription, or other issue brought about by non or late payment due upon renewal is Client’s sole responsibility and not the responsibility of MJ Squad. Transferring ownership of hosting from MJ Squad to client, when possible, can be done at an additional cost.

  6.  Approval of Design Work/Marketing. MJ Squad shall develop design/marketing work for Client based upon the invoice and client provided input. Client will confirm MJ Squad has accurately captured the scope of work, as noted in the client invoice and pre-design/marketing, before design work is completed. Any changes or additions to the design/marketing work are not part of this Agreement and Client understands that any such changes or additions to the Project Framework will incur separate charges, at MJ Squad’s hourly rate. Furthermore, when terms such as, but not limited to, “pull information from our website” are utilized by the Client, Client agrees to be billed for additional time required to correct any potential inaccurate or incorrect information from Client provided source(s).

    1. All design/print work requires final approval by the client before ordering. Any spacing/layout/coloring/pixelation/typos on approved design work is not considered a defect. MJ Squad is not responsible for the cost of reprinting.

    2. MJ Squad is not responsible for any spacing/layout/coloring/pixelation/typos on client provided print-only work. 

7. Project Content

  1. Copy.  MJ Squad’s development of Client’s design/marketing/printwork does not include creating content, known as copy, and/or grammatical editing, to be included within the Project Framework. Client is solely responsible for providing the copy and/or grammatical editing that will be added to the Project Framework to MJ Squad, unless noted specifically on the Client Invoice (“Client Copy” and/or “Grammatical Editing”). Client shall be solely responsible for reviewing and proof-reading the Client Copy, and understands that MJ Squad will not review or edit Client Copy. Client shall electronically deliver Client Copy to MJ Squad before the design/marketing/printwork execution will begin as written in this Agreement.  Client Copy must be delivered to MJ Squad as a text-based document, such as in a Google Doc or a Microsoft Word document, and must clearly identify the page and section upon which the Client Content shall be placed. “Grammatical Editing” and “Content Editing” can be added to all projects, prior to printing/publishing, at the client’s request at MJ Squad’s billable hourly rate. 

  2. Graphics. MJ Squad’s development of Client’s project does not include creating custom graphics, logos, photographs, or other images to be included in the Project Framework. Client is solely responsible for providing all graphics, logos, photographs, and other images that will be added to the Project Framework to MJ Squad, unless a separate written agreement has been executed regarding such images (“Client Graphics”). Client shall be solely responsible for reviewing and proof-reading the Client Graphics and understands that MJ Squad will not review or edit the Client Graphics. Client Graphics must be provided, in full, before the design/marketing/printwork process will begin as written in this Agreement. A physical copy of Client Graphics must be provided in high quality print suitable for scanning, or electronically in .gif, .jpeg, .png or .tiff format. MJ Squad is not liable for pixelated printwork due to low resolution images provided to them. MJ Squad will select on-brand stock images, graphics, and elements that they have the license to use during Client’s design process as needed. 

8. Client Deliverables.  Client understands and agrees that MJ Squad’s ability to perform its obligations under this Agreement is dependent upon Client’s full and timely cooperation. Client agrees to respond to MJ Squad’s requests for information within five (5) business days of any such request. Client agrees that the failure to respond to MJ Squad’s requests for information within five (5) business days will delay the production of Client’s Project. MJ Squad shall have the right to terminate this Agreement, without the refund of monies paid, if Client fails to respond to requests for information within five (5) business days. 

9. Vision Casting Call. Upon payment of the Client Project and the return of the initial client deliverables identified in the Project Quote, MJ Squad will schedule a Vision Casting Call to review initial client deliverables for consistency with the Project Framework, and discuss the design and style of the Client Project. If additional information is needed from Client, MJ Squad will identify the information needed, and the deadline for providing such information, sometimes referred to as “Additional Client Homework”, during communication with Client, officially known as “Supplemental Client Deliverables”. Client understands that MJ Squad will not perform any further work until the Supplemental Client Deliverables are paid for and/or provided by Client, and that failure to complete such actions in a timely manner will delay the production of Client’s Project.

 

10. Design Phase Review. 

  1. MJ Squad will present a first draft of Client Project to Client. Beginning on the first day after the date of the first draft delivery, Client shall have a period of five (5) days to review the appearance and content of Client Project to ensure that it conforms with the Project Framework and proper placement of Client Copy and Client Graphics, as such materials were provided to MJ Squad (“Design Phase Review”). If Client Project does not conform to the Project Framework, or if the placement of Client Copy or Client Graphics is not consistent with what was provided to MJ Squad, Client shall submit a single list of consistency corrections to MJ Squad during the Design Phase Review. If Client has not submitted a list of consistency corrections to MJ Squad before the end of the Design Phase Review, Client Project will be deemed to be accepted and approved. 

  2. MJ Squad shall review and implement the single list of consistency corrections submitted by Client before the end of the Design Phase Review within (5) business days of receipt, if such list is submitted, and shall provide a revised draft of Client Project to Client. Beginning on the first day after the revised draft is provided to Client, Client shall have a period of five (5) business days to review the appearance and content of Client Project to ensure it conforms with the framework and proper placement of Client Copy and Client Graphics, as such materials were provided to MJ Squad (“Supplemental Design Phase Review”). If Client Project does not conform to the Project Framework, or if the placement of Client Copy or Client Graphics is not consistent with what was provided to MJ Squad, Client shall submit a single list of consistency corrections to Client during the Supplemental Design Phase Review. If Client has not submitted a list of consistency corrections to MJ Squad before the end of the Supplemental Design Phase Review, Client Project will be deemed to be accepted and approved. This timeline may be adjusted under the following conditions:

    1. Client approves the printings of the design work.  This supersedes the above timeline, as the work was approved in writing, before printing. 

11. Changes to Scope. Client understands that any changes or additions to the Project Framework, or changes to the Client Content or Client Graphics, are not part of this Agreement, and any such changes or additions will incur separate charges at MJ Squad’s hourly rate. MJ Squad shall only be obligated to perform services as outlined in Client Invoice; no additional services or services outside original scope of work shall be provided unless they have been mutually agreed upon. 

12. Design Options. Client understands that they are providing basic branding, colors, and elements in which they would like the core feel of the project to include during the vision casting call and/or determined during the “Onboarding” process. MJ Squad will utilize that information to complete the project. Requests for revisions to design elements, graphic choice, color preferences, layout, style, wording, etc, will be billed  at MJ Squad’s hourly rate; these are not considered “consistency corrections”.

 

13. Design Ownership. All rights including, without limitation, copyrights, trade secret and design patent, to any MJ Squad design work including, without limitation, designs, logos, digital creations, pattern, advertising or promotional materials, or any other design created by MJ Squad will remain the property of MJ Squad. Client Design work will be digitally delivered to the Client. Finished work may be used by the Client in the matter it was intended for. Additional versions of Client Work can be obtained as an additional fee, based upon availability. Editable versions of any design work are not included in this agreement.

 

14. Social Media Accounts. 

  1. Client agrees to allow admin and/or editor access to MJ Squad under the Facebook Account “Megan Jacque” for the sole purpose of uploading and posting Client Approved content and/or ads to Client’s social media account. 

  2. MJ Squad will not respond to comments, messages, reviews, etc. on the client’s account. This is the sole responsibility of the client, unless outlined in the Client Invoice. Client is solely responsible for any and all social media accounts. 

  3. MJ Squad is not liable for the removal, deletion, corruption, hacking, or any other issue with Client’s social media accounts. 

  4. Social Media work is outlined in the Client Invoice and in this agreement. Social Media Services do not include troubleshooting glitches/errors on a given social media platform or account, maintaining bio information or links attached to social media accounts, linking other social media accounts, etc. unless otherwise noted on Client invoice. 

  5. Social Media work will include either:

    1. MJ created post captions not to exceed (250) characters, (10) hashtags and (1) link. 

    2. Client provided copy, see section 7.A

15. Monthly Recurring Accounts. 

  1. Social Media Maintenance Client agrees to an enrollment period of twelve (12) consecutive months, billed monthly.  Sixty (60) day notice is required to cancel at the end of the Client's enrollment period or a $400 early cancellation fee will be applied. Rate for service may be adjusted at the end of Client’s enrollment period, and confirmed by Client before the next billing cycle. Invoices not paid within five (5) days of monthly billing due date will receive a $25 late fee per week, in addition to services being paused, until payment is received. If payment is not received within thirty (30) days, the contract will be terminated and a $400 early termination fee will be applied, in addition to any late fees incurred from delinquent payment. This termination fee, as well as any late fees incurred from delinquent payment will continue to incur a $25 weekly late fee until paid in full. 

  2. Marketing Management Client agrees to an enrollment period of twelve (12) consecutive months, billed monthly.  Sixty (60) day notice is required to cancel at the end of the Client's enrollment period or a (2) month early cancellation fee will be applied. Rate for service may be adjusted at the end of Client’s enrollment period, and confirmed by Client before the next billing cycle. Invoices not paid within five (5) days of monthly billing due date will receive a $25 late fee per week, in addition to services being paused, until payment is received. If payment is not received within thirty (30) days, the contract will be terminated and a (4) month early termination fee will be applied, in addition to any late fees incurred from delinquent payment. This termination fee, as well as any late fees incurred from delinquent payment will continue to incur a $25 weekly late fee until paid in full. 

  3. ​​Monthly Timeline:

    1. By the 1st of each month: Client will submit the monthly content form on MJSquad.com. If form is not submitted by the 1st, the designer will assume no input is needed from Client and will proceed with seasonal/onbrand content for the following month. Forms received after the 1st of each month will be considered “re-designs” and will fall under MJ Squad’s billable hourly rate.

    2. Between the 1st-8th of each month: If requested on the monthly content form, Designer will schedule and hold the monthly planning call or virtual meeting to go over the information from Client’s monthly content form. Calls/virtual meetings lasting longer than 30 minutes will be billed at MJ Squad’s hourly rate for the additional time.

    3. By the 10th of each month: Designer will submit a recap email to the client on the monthly design framework, if changes or clarifications were made during the monthly planning call. Client has one (1) business day from the receipt of the email to make any corrections to the design framework.

    4. By the 20th of each month: Designer will provide finalized designs and content for Client approval for consistency corrections, as listed in this agreement. Client will have five (5) days to provide a list of consistency corrections, if any. If no response is received within five (5) days, MJ Squad will assume approval and the project will move to the Scheduler. Any consistency corrections given to the designer after the five (5) day period will be billed at MJ Squad’s hourly rate for time taken to reschedule any content that was already scheduled. 

    5. By the 30th of each month: Scheduler will schedule all approved (see above) projects for the following month. 

    6. Non-consistency corrections: items such as, but not limited to, design changes, content changes, re-designs, etc. will be billed at MJ Squad’s hourly rate and may delay the scheduling of Client’s posts for the following month. 

Miscellaneous Provisions

16. Termination. MJ Squad reserves the right to discontinue services, terminate this Agreement, and retain any nonrefundable deposit paid by Client, if Client fails to perform its obligations hereunder. In the event of termination, ownership of any portion of Client Website shall remain with MJ Squad. If this Agreement is terminated, MJ Squad will deactivate Client’s Accounts managed by MJ Squad permanently and shall have no responsibility or liability for the loss of data that may occur at the time of cancellation.

17. Warranties, Limitation of Liability.

A. Client hereby represents and warrants that:

  1. it has all authority, licenses, permits, and consents necessary to enter into and perform its obligations under this Agreement, and will fully comply with all applicable laws and regulations;

  2. it will act in a professional manner and understand that failure to comply may result in termination. Professional manner is defined as, but not limited to, aggressive behavior, threats, foul language, physical gestures, any written or oral statement, communication, conduct or gesture directed toward any member of the MJ Squad community. It does not matter whether the person communicating the threat has the ability to carry it out, or whether the threat is made on a present, conditional or future basis.

  1.  MJ Squad hereby represents and warrants that:

    1. it has all authority, licenses, permits, and consents necessary to enter into and perform its obligations under this Agreement, and will fully comply with all applicable laws and regulations;

    2. its services will be carried out in a professional and workmanlike manner by qualified personnel. If the services have not been so performed and MJ Squad receives Client’s detailed request to cure a non-conformance within thirty (30) days of its occurrence, MJ Squad will re-perform those services. If non-conformance is not cured, Client has the right to terminate this agreement after 30 days following written notice. These remedies will be Client’s sole and exclusive remedies and will be in lieu of any other rights or remedies customer may have against MJ Squad with respect to the non-conformance of services.  

    3. it will operate on the hours listed on our website at MJSquad.com.

18. Third-Party Source Code.  Client’s Project may use software that has been built by a third-party, such as Wix, Facebook, Instagram, Ascend, Google, Canva, shopping carts, photo galleries, etc. In these instances, Client’s Project will be subject to the terms and conditions of such third-party who owns the software, and Client may use the software as a licensee only. No ownership rights of any kind are transferred to the Client. 

19. Project Development and Browsers Compatibility. Client’s Project will be designed to be viewed using popular current browsers (e.g. Google Chrome, Safari, etc.), as such browsers are supported by the software used to develop Client’s Project. Client agrees that MJ Squad cannot guarantee correct functionality with all browser software across different operating systems. MJ Squad cannot accept responsibility for projects which do not display acceptably in new versions of browsers released after Client Project has been designed and handed over to Client, or due to a limitation of third-party software used. 

20. Intellectual Property.  Client hereby grants to MJ Squad a non-exclusive license to publish and use the Client Copy and Client Graphics, which may be sub-licensed to any contractor acting on behalf of MJ Squad. Client must obtain permission and rights to use any information or files that are provided to MJ Squad and that are copyrighted by a third-party. Client is further responsible for granting MJ Squad permission and rights for use of the same. Providing Client Copy and Client Graphics shall be regarded as a guarantee by the Client to MJ Squad that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested. Client shall indemnify and hold harmless MJ Squad against all damages, losses, and expenses arising as a result of any and all actions or claims that any materials provided to MJ Squad by or on behalf of Client infringe the intellectual property rights of a third-party.

21. Governing Law and Dispute Resolution.  This Agreement and any disputes arising out of or relating to it (“Disputes”) will be governed by Pennsylvania laws applicable to contracts entered into and performed in Pennsylvania, excluding conflict or law principles and the United National Convention on Contracts for the International Sale of Goods. Except as provided below, all Disputes will be finally resolved by binding arbitration before one arbitrator, selected pursuant to the Commercial Rules of the American Arbitration Association (“AAA”). The arbitrator will have the authority to determine issues of arbitration and to consider and rule on dispositive motions. The arbitrator will have authority only to award compensatory damages within the scope of the limitations of this agreement and will not award punitive or exemplary damages.  The arbitrator will not have the authority to limit, expand, or otherwise modify the terms of the Agreement. The parties, their representatives, other participants and the arbitrator will hold the existence, content, and result of arbitration in confidence.  Nothing in this Section will be construed to preclude either party from seeking provisional remedies, including but not limited to temporary restraining orders and preliminary injunctions from any court of competent jurisdiction in order to protect its rights pending arbitration.  Actions on Disputes between the parties must be brought in accordance with this Section within two years after the cause of action arises.

22. Assignment. MJ Squad may assign this Agreement or any associated order to any of its affiliated entities or to any entity to which MJ Squad may sell, transfer, convey, assign or lease all or substantially all of the assets used in connection with its performance under this Agreement.

23. Subcontracting. MJ Squad may subcontract any or all of its obligations, but will retain responsibility for them.  

24. Force Majure. Neither party will be liable for any delay or failure in performance to the extent the delay or failure is cause by events beyond the party’s reasonable control, including without limitation, third-party service providers and carriers, fire, flood, act of God, explosion, war or the engagement of hostilities, strike, embargo, labor dispute, government requirement, civil disturbances, civil or military authority, and inability to secure materials or transportation facilities.  

25. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.

26.  Notice.     All notices under this Agreement and any modifications or amendments to this Agreement must be in writing. The failure of either party to assert any of its rights under this Agreement is not a waiver by that party of its right later to enforce this Agreement in accordance with its terms.  

27. Entire Agreement. This Agreement constitutes the entire understanding of the parties with respect to its subject matter and will supersede all previous and contemporaneous communications, representations or understanding, either oral or written, between them relating to that subject matter.  It will not be contradicted or supplemented by any prior course of dealing between the parties.

MJ Squad Website Work Terms and Conditions 

 

           THIS AGREEMENT is made between the submitting company hereinafter “Client” and MJ Small Business Squad, LLC, with a business address of 31 Cedar Chase Dr. Mountville, PA 17554, hereinafter “MJ Squad”. 

 

Website Design and Creation

  1. Scope of Services.  Client has engaged MJ Squad to design and develop a website (“Client Website”). Client and MJ Squad understand and agree the following terms and conditions shall govern the relationship between the parties and shall apply to all products and services used to develop the Client Website. The scope of services provided to Client by MJ Squad may include, but is not limited to, custom website design, content creation, logo design, digital marketing services, consulting services, domain name registration, web and email hosting services, as such services are identified on the Project Quote identified in Exhibit 1, which is attached hereto and incorporated herein (“Project Quote”).  

  2. Communication. Client has designated themself as the single point of contact for all interactions and communications between Client and MJ Squad (“Client Contact”). Client understands that MJ Squad will not review or respond to communications from anyone other than the Client Contact. Client Contact can only be changed in writing with the approval of both parties.

  3. Project Cost.  Client agrees to pay to MJ Squad the total cost identified as project costs on the Project Quote (“Project Costs”). The pricing specified in the Project Quote is valid for a period of thirty (30) days. MJ Squad reserves the right to alter the Project Quote or decline to provide the relevant services after thirty (30) days.

  4. Payment of Project Quote.  To secure MJ Squad’s services and time, and to kick-off the development of Client Website, Client agrees to pay the Project Costs on the following payment schedule:

    1. A non-refundable deposit equal to fifty percent (50%) of the Project Costs is due within five (5) business days of receipt of the Project Quote (“Initial Deposit”). MJ Squad will not provide any services to Client until the Initial Deposit has been paid. The payment of the Initial Deposit and the return of the initial client deliverables, as identified on the Project Quote, will initiate the scheduling of a Vision Casting Call.

    2. A second non-refundable deposit equal to forty percent (40%) of the Project Quote is due on the Project Production Date, as identified within the Project Quote (“Second Deposit”). 

    3. The final balance of the Project Quote is due upon completion of the Client Website, prior to the Client Website being transferred to client or uploaded to the server and/or materials being released. 

  5.  Subscriptions and Renewals. MJ Squad shall develop Client’s Website utilizing the Wix platform, unless otherwise stated. The Project Costs may include a one (1) year subscription to Wix Premium Membership and a one (1) year custom new domain name subscription. The transfer of any domains, connection of additional domains, or additional work pertaining to domains will be handled by an MJ Squad subcontractor at their hourly rate. The renewal of any domain name obtained by MJ Squad is Client’s responsibility. The renewal of a Wix subscription is Client’s responsibility. The loss, cancellation or otherwise of the domain, Client’s Website, Wix subscription or other issue brought about by non or late payment due upon renewal is Client’s sole responsibility and not the responsibility of MJ Squad. Client understands that some website development platforms, such as Wix, require hosting to be secured and maintained within the platform. 

  6.  Approval of Website Framework. MJ Squad shall develop a website for Client based upon the website framework identified in Exhibit 1, which is attached hereto and incorporated herein (“Website Framework”). Client has reviewed the Website Framework and agrees the structure, navigation and landing pages identified within accurately capture the scope, nature and information necessary for MJ Squad to create the framework of a webpage for Client. Any changes or additions to the Website Framework are not part of this Agreement and Client understands that any such changes or additions to the Website Framework will incur separate charges, at MJ Squad’s hourly rate.

7. Website Content

  1. Copy.  MJ Squad’s development of Client’s website does not include creating content, known as copy, to be included on the pages within the Website Framework. Client is solely responsible for providing the copy that will be added to every page within the Website Framework to MJ Squad, unless a separate written agreement has been executed regarding such copy (“Client Copy”). Client shall be solely responsible for reviewing and proof-reading the Client Copy, and understands that MJ Squad will not review or edit Client Copy. Client shall electronically deliver Client Copy to MJ Squad within 30 days of the execution of this Agreement, or 3 days prior to the Design date, whichever comes first. Client Copy must be delivered to MJ Squad as a text-based document, such as in a Google Doc or a Microsoft Word document, and must clearly identify the page and section upon which the Client Content shall be placed. Copy editing available by request at MJ Squad’s hourly rate, prior to Project Production Date and will be billed separately.

  2. Graphics. MJ Squad’s development of Client’s website does not include creating graphics, logos, photographs or other images to be included on the pages within the Website Framework. Client is solely responsible for providing all graphics, logos, photographs and other images that will be added to every page within the Website Framework to MJ Squad, unless a separate written agreement has been executed regarding such images (“Client Graphics”). Client shall be solely responsible for reviewing and proof-reading the Client Graphics and understands that MJ Squad will not review or edit the Client Graphics. Client shall electronically deliver the Client Graphics to MJ Squad within 30 days of the execution of this Agreement, or 3 days prior to the Design date, whichever comes first. Client Graphics must be provided physically in high quality print suitable for scanning or electronically in .gif, .jpeg, .png or .tiff format.

8. Client Deliverables.  Client understands and agrees that MJ Squad’s ability to perform its obligations under this Agreement depend upon Client’s full and timely cooperation. Client agrees to respond to MJ Squad’s requests for information within five (5) business days of any such request. Client agrees that the failure to respond to MJ Squad’s requests for information within five (5) business days will delay the production of Client’s website. MJ Squad shall have the right to terminate this Agreement, without the refund of monies paid, if Client repeatedly fails to respond to requests for information within five (5) business days.

9. Vision Casting Call. Upon payment of the Initial Deposit and the return of the initial client deliverables identified in the Project Quote, MJ Squad will schedule a Vision Casting Call to review initial client deliverables for consistency to the Website Framework and discuss the design and style of the website. If additional information is needed from Client, MJ Squad will identify the information needed, and the deadline for providing such information (“Supplemental Client Deliverables”). Client understands that MJ Squad will not perform any further work until the Second Deposit is paid and the Supplemental Client Deliverables are paid, and the failure to timely complete such actions will delay the production of Client’s Website.

10. Design Phase Review. 

  1. MJ Squad will present a first draft of Client Website to Client during a video conference call that will last up to thirty (30) minutes. Beginning on the first day after the date of that video conference call Client shall have a period of thirty (30) days to review the appearance and content of Client Website to ensure the it conforms with the Website Framework and proper placement of Client Copy and Client Graphics, as such materials were provided to MJ Squad (“Design Phase Review”). If Client Website does not conform to the Website Framework, or if the placement of Client Copy of Client Graphics is not consistent with what was provided to MJ Squad, Client shall submit a single list of consistency corrections to Client during the Design Phase Review. If Client has not submitted a list of consistency corrections to MJ Squad before the end of the Design Phase Review, Client Website will be deemed to be accepted and approved. 

  2. MJ Squad shall review and implement the single list of consistency corrections submitted by Client before the end of  the Design Phase Review within five (10) business days of receipt, if such list is submitted, and shall provide a revised draft of Client Website to Client. Beginning on the first day after the revised draft is provided to Client Client shall have a period of ten (10) days to review the appearance and content of Client Website to ensure it conforms with the Website Framework and proper placement of Client Copy and Client Graphics, as such materials were provided to MJ Squad (“Supplemental Design Phase Review”). If Client Website does not conform to the Website Framework, or if the placement of Client Copy of Client Graphics is not consistent with what was provided to MJ Squad, Client shall submit a single list of consistency corrections to Client during the Supplemental Design Phase Review. If Client has not submitted a list of consistency corrections to MJ Squad before the end of the Supplemental Design Phase Review, Client Website will be deemed to be accepted and approved. 

11. Change to Scope. Client understands that any changes or additions to the Website Framework, or changes to the Client Content or Client Graphics are not part of this Agreement, and any such changes or additions will incur separate charges at MJ Squad’s hourly rate. MJ Squad shall not be obligated to perform any differing or additional services unless they have been mutually agreed upon. 

12. Client understands that they are providing basic branding, colors and elements in which they would like the core feel of the project to include during the vision casting call. MJ Squad will take that information to complete the project. Requests for revisions to design elements, color preferences, layout style, etc, will be billed  at MJ Squad’s hourly rate. They are not considered “consistency corrections”.

 

Miscellaneous Provisions

13.. Termination. MJ Squad reserves the right to discontinue services, terminate this Agreement, and retain any nonrefundable deposit paid by Client, if Client fails to perform its obligations hereunder. In the event of termination, ownership of any portion of Client Website shall remain with MJ Squad. If this Agreement is terminated and MJ Squad will deactivate Client’s Website permanently and shall have no responsibility or liability for the loss of data that may occur at the time of cancellation.

14. Warranties, Limitation of Liability.

A.Client hereby represents and warrants that:

  1.     it has all authority, licenses, permits, and consents necessary to enter into and perform its obligations under this Agreement, and will fully comply with all applicable laws and regulations;

  1. MJ Squad hereby represents and warrants that:

    1.     it has all authority, licenses, permits, and consents necessary to enter into and perform its obligations under this Agreement, and will fully comply with all applicable laws and regulations;

    2. its services will be carried out in a professional and workmanlike manner by qualified personnel. If the services have not been so performed and MJ Squad receives Client’s detailed request to cure a non-conformance within thirty (30) days of its occurrence, MJ Squad will re-perform those services. If non-conformance is not cured Client has the right to terminate this agreement after 30 days following written notice. These remedies will be Client’s sole and exclusive remedies and will be in lieu of any other rights or remedies customer may have against MJ Squad with respect to the non-conformance of services.  

15. Third Party Source Code.  Client’s Website may use software that has been built by a third party, such as Wix, shopping carts, photo galleries, etc. In these instances, Client’s Website will be subject to the terms and conditions of such third party who owns the software, and Client may use the software as a licensee only. No ownership rights of any kind are transferred to the Client. 

16. Web Site Development and Browsers Compatibility. Client Website will be designed to be viewed using popular current browsers (e.g. Google Chrome, Safari, etc.), as such browsers are supported by the software used the develop Client’s Website. Client agrees that MJ Squad cannot guarantee correct functionality with all browser software across different operating systems. MJ Squad cannot accept responsibility for web pages which do not display acceptably in new versions of browsers released after Client Website has been designed and handed over to Client. 

17. Intellectual Property.  Client hereby grants to MJ Squad a non-exclusive license to publish and use the Client Copy and Client Graphics, which may be sub-licensed to any contractor acting on behalf of MJ Squad. Client must obtain permission and rights to use any information or files that provided to MJ Squad and that are copyrighted by a third party. Client is further responsible for granting MJ Squad permission and rights for use of the same. Providing Client Copy and Client Graphics shall be regarded as a guarantee by the Client to MJ Squad that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested. Client shall indemnify and hold harmless MJ Squad against all damages, losses and expenses arising as a result of any and all actions or claims that any materials provided to MJ Squad by or on behalf of Client infringe the  intellectual property rights of a third party.

18. Governing Law and Dispture Resolution.  This Agreement and any disputes arising out of or relating to it (“Disputes”) will be governed by Pennsylvania laws applicable to contracts entered into and performed in Pennsylvania, excluding conflict or law principles and the United National Convention on Contracts for the International Sale of Goods. Except as provided below, all Disputes will be finally resolved by binding arbitration before one arbitrator, selected pursuant to the Commercial Rules of the American Arbitration Association (“AAA”). The arbitrator will have the authority to determine issues of arbitration and to consider and rule on dispositive motions. The arbitrator will have authority only to award compensatory damages within the scope of the limitations of Section 8 and will not award punitive or exemplary damages.  The arbitrator will not have the authority to limit, expand or otherwise modify the terms of the Agreement. The parties, their representatives, other participants and the arbitrator will hold the existence, content and result of arbitration in confidence.  Nothing in this Section will be construed to preclude either party from seeking provisional remedies, including but not limited to temporary restraining orders and preliminary injunctions from any court of competent jurisdiction in order to protect its rights pending arbitration.  Actions on Disputes between the parties must be brought in accordance with this Section within two years after the cause of action arises.

19. Assignment. MJ Squad may assign this Agreement or any associated order to any of its affiliated entities or to any entity to which MJ Squad may sell, transfer, convey, assign or lease all or substantially all of the assets used in connection with its performance under this Agreement.

20. Subcontracting. MJ Squad may subcontract any or all of its obligations, but will retain responsibility for them.  

21. Force Majure. Neither party will be liable for any delay or failure in performance to the extent the delay or failure is cause by events beyond the party’s reasonable control, including without limitation, third party service provides and carriers, fire, flood, act of God, explosion, war or the engagement of hostilities, strike, embargo, labor dispute, government requirement, civil disturbances, civil or military authority, and inability to secure materials or transportation facilities.  

22. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.

23.  Notice.     All notices under this Agreement and any modifications or amendments to this Agreement must be in writing. The failure of either party to assert any of its rights under this Agreement is not a waiver by that party of its right later to enforce this Agreement in accordance with its terms.  

24. Entire Agreement. This Agreement constitutes the entire understanding of the parties with respect to its subject matter and will supersede all previous and contemporaneous communications, representations or understanding, either oral or written, between them relating to that subject matter.  It will not be contradicted or supplemented by any prior course of dealing between the parties.

Last updated October 27th, 2023. For terms and conditions prior please email info@mjsquad.com

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