Term
The term of this agreement will be a minimum of twelve (12) months from the execution date or for the term specific to the statement of work/proposal or agreement.
Indemnification
Notwithstanding anything to the contrary contained herein, Monstrous Media Group LLC warrants to Client that the services and other related materials provided to Client under this Agreement by Monstrous Media Group LLC will not infringe any United States patent, trademark, copyright, or other intellectual property right of any third party. Moreover, Monstrous Media Group LLC hereby agrees to indemnify, defend, and hold Client harmless from and against any claims, actions, or demands alleging that the services and/or the other related materials provided to Client by Monstrous Media Group LLC under this Agreement infringes any patent, copyright, or other intellectual property right of a third party. Should the services and/or other related materials become the subject of any infringement claim or suit, Client shall permit Monstrous Media Group LLC, at Monstrous Media Group LLC’s option, to either replace or modify any affected Monstrous Media Group LLC services and/or other related materials so as to avoid infringement or to procure the right for Client to continue using such items or, if neither of such alternatives is available to Monstrous Media Group LLC on commercially reasonable terms, the infringing items shall be returned to Monstrous Media Group LLC and Monstrous Media Group LLC shall refund the amounts paid therefore by Client under this Agreement.
Client’s Intellectual Property
Title to and ownership of Client’s Intellectual Property Rights shall at all times remain with the Client. This Agreement shall be not construed to grant to Monstrous Media Group LLC or any other party any right, title, or interest in any of Client’s Intellectual Property Rights whatsoever, or any right to copy, modify, or lease Client’s Intellectual property Rights. Under no circumstances shall Monstrous Media Group LLC, nor shall Monstrous Media Group LLC permit any third party to knowingly, reverse assemble, reverse compile, reverse translate or otherwise reverse engineer Client’s Intellectual Property Rights or otherwise attempt to learn or derive the source code, structure, algorithms or ideas underlying any of Client’s Intellectual Property Rights. In no event shall Monstrous Media Group LLC knowingly use, or knowingly permit any third party to use, Client’s Intellectual Property Rights in any manner not specifically authorized hereunder. “Intellectual Property Rights” collectively means any and all copyrights, patents, patent registration rights, business processes, disc rights, mask works, trademarks, trade names, service marks, service names, trade secrets, and know-how rights arising or enforceable under U.S. law, foreign law, or international treaty regime.
Liquidated Damages For Hiring Omg Company Employees::
If, during the term of this Agreement or for twenty-four months (24) thereafter, Client directly or indirectly retains the services (whether as an employee, independent contractor or otherwise) of any employee of Monstrous Media Group, LLC (or ex-employee within twenty-four (24) months of the employee’s termination from Monstrous Media Group, LLC) who has provided services to Client on behalf of Monstrous Media Group, LLC, Client agrees that Monstrous Media Group, LLC will be damaged, but that the amount of this damage will be difficult to determine. Accordingly, Client agrees that for each such Monstrous Media Group, LLC employee hired by Client, Client will pay Monstrous Media Group, LLC One Hundred Thousand Dollars ($100,000.00) plus the total amount of the contracted services fee as liquidated damages. Notwithstanding the foregoing, “employee of Monstrous Media Group, LLC” shall include only employees of Monstrous Media Group, LLC who provide services to Monstrous Media Group, LLC customers and shall not include accountants, attorneys or other independent contractors of Monstrous Media Group, LLC who provide services to Monstrous Media Group, LLC itself.
Termination
Either party may terminate this Agreement upon forty-five days written notice to the other party after the initial project term. Except as expressly required by law, in the event of termination of this Agreement, neither party shall be liable to the other for compensation, reimbursement or damages related to loss of prospective profits or anticipated sales; nor shall either party be liable to the other for expenditures or commitments made in anticipation of prospective profits or sales. Termination shall not, however, relieve either party of obligations incurred prior to the termination. Should Client terminate agreement Client may purchase any work(s) done by Monstrous Media Group LLC at it’s going rate.
Confidentiality
Each Party agrees at all times during the term of this Agreement and for a period of one year thereafter, except as may be otherwise required by law, to hold in strictest confidence, and not to use, except for the benefit of the Disclosing Party, or to disclose to any person, firm, or corporation except for the benefit of the Disclosing Party and with written authorization of an authorized officer of the Disclosing Party, any Confidential Information of the Disclosing Party. The Parties understand that "Confidential Information" means any of the Disclosing Party’s proprietary information, technical data, trade secrets or know-how, including, but not limited to, franchise owners, potential franchise owners, leads, vendors, suppliers, accounts, business plans, marketing plans, research, product plans, products, services, customer lists and customers (including, but not limited to, customers, franchise owners and/or potential franchise owners, suppliers, and/or vendors of the Disclosing Party on whom the Receiving Party called or with whom the Receiving Party became acquainted during the term of this Agreement), software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, finances or other business information disclosed to the Receiving Party by the Disclosing Party either directly or indirectly in writing, orally, or by drawings or observation. The Parties further agree and understand that Confidential Information does not include any of the foregoing items that have become publicly known and made generally available through no wrongful act of the Receiving Party or of others who were not under confidentiality obligations as to the item or items involved or improvements or new versions thereof. For purposes of this Agreement, the Party disclosing Confidential Information shall be referred to herein as the “Disclosing Party” and the Party receiving such Confidential Information shall be referred to as the “Receiving Party.”
Access, Authorization, and Content
For the purposes of providing these services, upon request client agrees to provide:
Client authorizes Monstrous Media Group LLC, use of all client logos, trademarks, Web site images, etc., for use in creating optimized pages and as otherwise deemed necessary by Monstrous Media Group LLC for providing the services outlined in this Statement of Work.
If Client’s site is light in textual content, client will provide additional relevant text content in electronic format for the purpose of creating additional Web pages. If clients cannot provide content and require Monstrous Media Group LLC to create content, additional charges will apply.
Permission to Link
Client hereby grants MonstrousMediaGroup.com permission to include the Client's graphic logo and a hypertext link from Monstrous Media Group LLC's "Our Clients" Web page to the home page of Client's Web site. Neither party shall be liable to the other party for the content of its Web site or links on its Web site to other Web sites.
Changes to Work
Once our work is approved in writing, clients take ownership of said work and MonstrousMediaGroup.com is not responsible for changes made to the work -- by other parties or by the client, either before or after uploading to the website -- after this final approval. Changes made to our work after final approval that adversely affects the search engine rankings of the Client’s website will not be Monstrous Media Group LLC’s responsibility. Re-implementing search optimization WILL require additional service charges
No Guarantee/Warranty
Monstrous Media Group LLC makes no guarantee/warranty of project timelines or added expenses if Client SEO work is destroyed/overwritten either wholly or in parts. Monstrous Media Group LLC makes no guarantee/warranty of project timelines or added expenses if the client fails to resolve Monstrous Media Group LLC’s queries on time or make delays in providing required access, documents, permissions or any support for Search Engine Optimization purpose or fail to make necessary changes on the website as and when advised. Search engine rank, visibility, crawling/indexing is determined at the sole discretion of the search provider, Monstrous Media Group LLC makes no guarantee of any search engine performance; Client agrees that rank is determined by the Search provider and outside of the control of Monstrous Media Group LLC.
Payment Terms
Customer hereby authorizes Website Developer to initiate entries to Customer’s checking/savings accounts at Customer’s financial institution, and, if necessary, initiate adjustments for any transactions credited/debited in error. This authority will remain in effect until Website Developer is notified by Customer in writing to cancel it in such time as to afford Website Developer and it’s financial institution a reasonable opportunity to act on it.
Monstrous Media Group LLC will begin work immediately upon receipt of this signed contract/proposal, but no work will be delivered until the deposit or first monthly payment is received. Client shall make full payment for services by the date stated on the invoices and shall pay contract deposit upon receipt and agreement to the contract. Monstrous Media Group LLC shall provide invoices and shall maintain, and provide, upon request, backup documentation for a period of Web Marketing Success with Monstrous Media Group LLC one year from the date of the respective invoices.
For monthly payments, the client is billed at the first of every month. Payment is due Net 30 days. Work is suspended if payments lapse beyond Net 45 days. Invoice Schedule The above Monstrous Media Group LLC Services shall be performed only for the specified contract agreed upon by the Client. The total price shall depend upon the services selected by the Client. Payments made by credit card are subject to a merchant processing 4% fee.