Terms and Conditions

General Terms

Upon signature, client is agreeing to all terms noted below. If client has entered into a general or master services agreement (an “MSA”) with Radancy, to the extent there is conflict between the MSA and this estimate, the MSA governs.

Financial Terms

This estimate is a forecast based on information currently available about the project and is valid for 30 days from date submitted. Fees and expenses shown are minimum estimates only; actual fees shall be shown when invoice is rendered.

Client’s approval shall be obtained for any increases in fees or expenses that exceed original estimate by 10% or more.

Client authorizes Radancy to proceed with work and understands estimate will be billed in full (100%) upon project inception if it is $10,000 or less, and shall be paid in net 30 days of invoice date. If project costs are more than $10,001, one-half (50%) of this estimate will be billed upon project inception and shall be paid in net 30 days of invoice date. All remaining work and fees will be billed upon completion of the project and shall be paid by client in net 30 days of invoice date.

Notwithstanding any of the financial terms, if this project requires prepayments to be made by Radancy to any external party, the Client agrees that Radancy will not make this prepayment until the Client has prepaid Radancy for the amount in question. Failure by the Client to make this prepayment may cause unforeseen delays and potential missed deadlines.

In the event this project is cancelled at any time after the authorization has been signed, an invoice will be issued for the time spent on the project to date or one-third of the total estimate, whichever is greater, plus any third-party costs incurred by Radancy.

Signed estimate must be returned to Radancy for project commencement. All rush jobs will be noted as such and billed at an increased rate if necessary.

Estimates do not include tax or shipping fees.

Approval to Display Work

Notwithstanding anything contained herein, Client agrees that, upon Client’s acceptance of the final deliverable, Radancy may refer to and display, as examples of Radancy’s portfolio of work, portions of the deliverable on Radancy’s website. Client also agrees that Radancy may submit the deliverable for industry awards for which, in Radancy’s judgment, the work qualifies. Client grants Radancy a royalty-free license to use its trademarks and copyrights expressly for the foregoing purposes. Such permission and license may be revoked by Client at any time upon written notice.

Third-Party Materials

In the event any third-party materials, such as photography, illustrations or other licensed content, are used herein, Radancy shall advise Client of any license terms and obtain Client’s written consent.

Intellectual Property

Due to inherent nature of electronic media, Radancy cannot be held liable for lost or damaged information.

Except in the case in which Radancy is the designated host of web-based or mobile sites, Radancy agrees to archive all final creative files (and materials upon which work is based) for no more than 72 months.

Title to the Services – Title to the Services provided hereunder shall pass to and vest in Client at the earliest moment of identification as Services. Client shall, at all times, retain title to Client-furnished items.

Work Made for Hire – Radancy agrees that all original works, including but not limited to drawings, specifications, maintenance publications, and the like, subject to copyright protection, qualify as a “work made for hire” under the United States Copyright Act. If such work does not qualify as a “work made for hire”, Radancy hereby assigns all rights in such work to Client.

Notwithstanding the foregoing, Radancy will retain exclusive ownership of all (i) its know-how, concepts, techniques, methodologies, ideas, templates, routines, sequences, software, firmware, designs, scripts, interfaces, programming code, applets, executables, objects, files, utilities and tools that existed prior to the performance of Services hereunder (collectively, “Radancy’s Building Blocks”) and (ii) ideas, concepts, techniques and know-how discovered, created or developed by Radancy during the performance of Services that are of general application and that are not based on or derived from Client’s confidential information. To the extent the Services incorporate Radancy’s Building Blocks, Radancy gives Client a non-exclusive, non-transferable (except to Client’s affiliates, subsidiaries or successors), perpetual, royalty-free, worldwide right to use such Building Blocks solely in connection with such Services. Client will not sublicense or otherwise grant any other party any rights to use, copy or otherwise exploit or create derivative works from Radancy’s Building Blocks, provided that third parties Client retains to provide services in connection with the Services, including but not limited to, maintenance, development, disaster recovery or outsourcing services related to the Services, shall have the right to use Radancy’s Building Blocks solely for the purpose of providing such services to Client.

Source Code – Notwithstanding anything to the contrary herein [OR IN THE MASTER SERVICE AGREEMENT BETWEEN THE PARTIES], Radancy retains ownership of any source code underlying any deliverables hereunder. Radancy will host the [WEBSITE] on its own servers; should Client desire to have the website hosted on servers other than Radancy’s, Radancy will deliver a copy of the source code thereof upon Client’s execution of a source code license agreement, which will permit Client’s continued use of the website and modification thereof for its own use, but will prohibit sale or transfer thereof to any third party.

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