Direct mailing campaigns are subject to Net 30 payment terms. For integrated marketing campaign production, 50% of the upper end of the Project Estimate Total is required to commence work. INTEGRAM may submit and the Client shall pay progress invoices, payable upon receipt. The remaining balance will be due when the project goes live and will be payable upon receipt. Monthly charges are due in advance on the first working day of the month. Any cancellations must be made in writing 60 days prior to monthly billing date.
Client’s Limited Warranty
The Client represents and warrants to INTEGRAM that the Work Order: (a) shall not infringe upon, misappropriate or otherwise violate the intellectual property rights of any third Party; (b) shall not violate any law, statute, ordinance or regulation (including without limitation the laws and regulations governing export control, unfair competition, anti-discrimination or false advertising); (c) shall not contain any material which is defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (d) shall not contain any material which is obscene, child pornographic or harmful to minors; and (e) shall not contain any viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, logic bomb or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
The client also represents and warrants that:
(i) Client has the power and authority to enter into and perform its obligations under this Agreement;(ii) Client will keep confidential all confidential Information; will not copy, modify, reverse engineer or otherwise use the confidential Information in any way which is not in accordance with this agreement; (iii) the Client Materials shall not infringe upon, misappropriate or otherwise violate the intellectual property rights of any third Party.
Except as specifically addressed in writing otherwise, INTEGRAM makes no additional warranties, express or implied, including, without limitation, any warranties of data security, confidentiality, merchantability and/or fitness for a particular purpose, concerning the subject matter of services provided.
Limitation of Remedies
No action under this agreement may be brought by either party against the other party more than sixty (60) days after the case of action arises. In no event shall either party be liable to the other or any other person for any indirect, incidental, consequential or punitive damages, including loss of profit or goodwill, for any matter arising out of or relating to services provided and/or its subject matter, whether such liability is asserted on the basis of contract, tort or otherwise even if such party has been advised of the possibility of such damages. Each party’s total liability for damage shall be limited to the same amount as the total fees paid by client to INTEGRAM for the Work Order.
The Client shall be granted a perpetual, non-exclusive license right to use any final product created pursuant to the Project when the Client has paid for the Project in full. Any programming code and applications by INTEGRAM shall be effective upon the Client paying for the Project in full, licensed to the Client pursuant to a perpetual, non-exclusive license, but at no time shall any ownership or proprietary interest in such programming code and applications reside with the Client. INTEGRAM shall have the exclusive rights in making any derivative works of the Project.
Use Of The Project For Promotional Purposes
The Client grants INTEGRAM the right to use the Project for promotional purposes and/or to cross-link it with other Projects developed by INTEGRAM.
Term and Termination
Charges for Client revisions and work beyond the scope of the Proposal are extra. Prices quoted within the Proposal do not include all extraordinary expenses and fees incurred as a result of these alterations, and if the Project is stopped at any time during the Project, INTEGRAM shall be entitled to bill the Client for the time and materials expended and financial commitments made by INTEGRAM to that date. No further billings will occur except for any approved outside charges and cancellation fees that have not been previously accounted for.
Each Party agrees to indemnify and hold the other and its officers, directors, agents and employees subsidiaries, parents, related companies and affiliates, harmless from and against any and all claims, damages, liabilities, losses, judgments, costs and expenses (including reasonable costs and legal fees) occasioned by or arising out of breach or claimed breach by the indemnifying Party of any of its representations, warranties, and agreements made hereunder in any way including, without limitation, so-called product liability claims or for any other negligent or willful acts or omissions. However, no Party will be liable for any loss of profits, business interruption, loss of information, or any other indirect, consequential or incidental damages arising out of the use or inability to use the Derivatives or the Programs, or for any claim by any other Party for such damages.
If there are any questions regarding these terms you may contact us using the information below.
222695 Commerce Center Court
Dulles, VA 20166
Last Edited on 2017-01-11