Terms and Conditions

These terms and conditions apply to custom web design. Other projects or services may be bound by separate terms and conditions. Nex9, LLC. reserves the right to change or modify any of the terms and conditions contained in this Agreement at any time and from time to time in its sole discretion, and to determine whether and when any such changes apply to both existing or future customers. Nex9, LLC may make changes or modifications to referenced policies and guidelines without notice to you. Your continued use of the Services following Nex9, LLC posting of any changes or modifications will constitute your acceptance of such changes or modifications.

Authorization

The Client engages Nex9, LLC as an independent contractor for the specific project of developing and/or improving a web site, hereinafter referred to as "Web Site Project" which may be installed on the client's account on an Internet Service Provider (ISP) / Web Presence Provider (WPP) computer or cloud based Internet Service, hereinafter refer to as "Hosting Service". If required to perform services the Client hereby authorizes Nex9, LLC to access this account and authorizes the Hosting Service to provide Nex9, LLC with "full access" to the Client's account and any other programs needed for this Web Site Project that are included as part of the client's service agreement/level.

Grant of Rights

Upon receipt of full payment, Nex9, LLC shall grant to the Client exclusive world Web Site usage rights of the website project.

The Client shall be the owner of the Web Site but shall have the right to use the Web Site design for this particular Web Site Project only. Without limiting meaning of the foregoing, client is limited to hosting the Web Site Project on the domain(s) listed in the proposal. Client is expressly prohibited from "cloning" or otherwise posting the Project on other domains without the express, advance, written permission of Nex9,LLC. In addition, the Client shall have the right to use assets supplied by Nex9, LLC only for the Web Site. The html files, flash files, css files, images files, animations, JAVA scripts, CGI programs, database files and any non-visual programing files and related assets supplied by Nex9, LLC may not be used by the Client apart from their use on the Web Site.

Nex9, LLC retains the world-wide right to make portfolio use of the Web Site or parts thereof after the Web Site has been made Public or deployed.

Payment

Nex9, LLC requires a deposit of 50% of the total amount due before starting work on a custom web site design. The remaining balance must be paid upon completion of the Web Site Project or on the agreed completion date or milestone, whichever comes first, regardless of Web Site Project status.

Nex9, LLC sends all invoices on email only and all invoices are due on presentation. Client further retains the sole responsibility to ensure Nex9, LLC has the most recent client contact details. All fees paid to Nex9, LLC are considered fully earned once payed.

In case any invoice is overdue for more than 10 days, Nex9, LLC reserves the right to stop work or withdraw parts or the full Web Site Project without any further communication.

Compatibility

Designing a web site to fully work in multiple browsers (and browser versions) can require considerable, extra effort. It could also involve creating multiple versions of code/pages. Nex9, LLC represents and warrants that the web site we design for you is optimized for modern browsers which are current versions of Internet Explorer (PC), Firefox (Mac, PC), Opera (Mac, PC), Safari (Mac) and Chrome (Mac, PC).

Basic functionality might also be available on older or other browsers not listed but not guaranteed.

While Nex9, LLC will make reasonable efforts to design a fully functional web site, Nex9, LLC’s warranty does not cover AOL, text-based browsers, embedded browsers, mobile browsers, webmail clients or requested special effects that we have advised you against.

Legal

Nex9, LLC shall not be held liable for the accuracy of any information supplied by the Client and contained in Client's website.

Nex9, LLC does not warrant that the functions contained in the Web Site Project will be uninterrupted or error-free. The entire risk as to the quality and performance of the Web Site Project is with the Client. In no event will Nex9, LLC be liable to the client or any third party for any damages, including, but not limited to service interruptions caused by Acts of God or any other circumstances beyond our control, any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate this Web Site, failure of any service provider, of any telecommunications carrier, of the Internet backbone, of any Internet servers, your or site visitor's computer or Internet software, even if Nex9, LLC has been advised of the possibility of such damages.

Assignment of Web Design Project

You hereby agree that Nex9, LLC reserves the right, to assign subcontractors to this Web Design Project to insure that the terms of this agreement are met as well as on-time completion. Nex9, LLC occasionally uses subcontractors located outside the United States.

Copyrights and Trademarks

The Client unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Nex9, LLC for inclusion in the Web Design Project are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, indemnify and defend Nex9, LLC and its subcontractors from any liability (including attorney's fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements provided by the Client.

Nex9, LLC will only use materials that are in accordance with copyright laws and the Client will not provide material to Nex9, LLC for use in a web site design that violates such laws.

Confidentiality

Nex9, LLC will not give out Client’s confidential information, including but not limited to names, addresses and trade secrets. Nex9, LLC agrees to take reasonable precautions to prevent unauthorized disclosure of confidential information.

Termination

A valid cancellation will take place if the same is communicated in writing (with authorized signature of Client) and is mutually agreed upon or full and final payment having been received by Nex9, LLC. with respect to the Web Site Project.

Warranty

Nex9, LLC warrants that the Web site will conform to specifications or acceptance criteria agreed to by the parties when delivered to Client and for a period of six (6) months thereafter (the "Warranty Period") and that Nex9, LLC will perform the services in material conformity to the specifications contemplated hereunder in a professional and workman-like manner. Warranties and representations hereunder will not extend or apply to any Web site modified by any party other than Nex9, LLC.

In the event the Client discovers an Error in the Web site during the Warranty Period, Nex9, LLC’s sole responsibility will be to use reasonable efforts to correct such Errors. "Error" means any reproducible error, problem, or defect resulting from (i) an incorrect functioning of the Background Technology that materially affects the functionality of the Web site or (ii) any failure of the Web site delivered to Client to materially meet the specifications or acceptance criteria. All warranties claims not made in writing within the Warranty Period shall be deemed waived.

Nex9, LLC’s warranty obligations apply to services provided by Nex9, LLC directly (excluding services of subcontractors of Nex9, LLC) and are personal to Client and may not be extended to any third party.

Errors caused by third parties, including but not limited to new versions of browsers, operating systems, computer systems or communications systems are excluded from this warranty.

Except as expressly provided in this Agreement, the Services and Client Web sites are provided "as is," and Nex9, LLC expressly disclaims all warranties and conditions of any kind, express, implied, or statutory, including, without limitation, the implied warranties of title, non-infringement, merchantability, and fitness for a particular purpose. Each party acknowledges that it has not entered into this Agreement in reliance upon any warranty or representation except those specifically set forth herein. Unless an approval process is specified herein or in a Statement, all Web sites provided by Nex9, LLC to a Client will be deemed accepted when delivered.

Collaboration

All content for the Web Site Project is to be provided in agreed fashion and quality by the Client. Nex9, LLC will invoice the Client for additional work not included in this proposal on an hourly base if the delivered content, elements or assets do not qualify the requirements.

Nex9, LLC will be given final approval of a design by the Client before developing the web site. Changes to the design after approval and the resulting additional work are not included in the initial agreement and are therefore billed extra at an hourly rate.

The cost estimates agreed upon by Nex9, LLC and Client are based on the requirements specified in the accepted proposal. Any change in the requirements or delays in communication will have a direct impact on the cost and schedule of the Web Site Project.

Project Schedule

Nex9, LLC and Client shall agree to a schedule of deadlines before commencing work on a Web Site Project after the proposal is accepted. Meeting Web Site Project deadlines will be dependent on the provision of content/information for the Web Site Project by the Client. Failure by Client to provide content/information promptly will result in the Web Site Project deadline being re-scheduled.

Overtime

Fees quoted are based upon work performed during the course of regular working hours New York Time. Overtime, rush, holiday and weekend work necessitated by Client’s directive is billed with a markup of 100%.

Billable Items

In addition to the fees and costs estimated herein, costs incurred for outside services, messengers and courier services are billable with a markup of 20%. Wherever applicable, state and local sales taxes will be included in Billable Items. Travel expenses are billed additionally, at cost.

Purchasing on Client's behalf

All purchases made on client’s behalf will be billed to the Client. In all cases, such prices will reflect a markup of 20%. Charges for sales tax, insurance, storage, and shipping and handling are additional to the price of each purchase. In the event client purchases materials, services, or any items other than those specified by Nex9, LLC. Nex9, LLC is not liable for the cost, quality, workmanship, condition, or appearance of such items.

Severability

If any provision of this Contract is held unenforceable, then such provision will be modified to reflect the parties' intention. All remaining provisions of this Contract shall remain in full force and effect.

Arbitration

In the event a dispute shall arise between the parties to this Agreement, it is hereby agreed that the dispute shall be referred to a USA&M office to be designated by USA&M National Headquarters for arbitration in accordance to the applicable United States Arbitration and Mediation Rules of Arbitration. The arbitrator's decision shall be final and legally binding and judgment may be entered thereon.

Each party shall be responsible for its share of the arbitration fees in accordance with the applicable Rules of Arbitration. In the event a party fails to proceed with arbitration, unsuccessfully challenges the arbitrator's award, or fails to comply with the arbitrator's award, the other party is entitled to costs of suit, including a reasonable attorney's fee for having to compel arbitration or defend or enforce the award.

Updated: September 2009