Agreement Terms and Conditions- IMPACT

IMPACT Branding & Design, LLC

Current version published: December 2023

Waiver; Indemnification: You, on behalf of yourself and your equity owners, officers, employees and assigns, hereby forever release, discharge, and waive any and all claims and actions against IMPACT and its equity owners, officers, employees and agents arising from, or relating to, the services provided under this Agreement ("Services") unless such claims are a result of IMPACT's breach of this Agreement ("Waived Claims"). You agree to indemnify and hold harmless IMPACT and its equity owners, officers, employees and agents from any and all losses, including reasonable attorney's fees, arising from, or relating to, (i) the Waived Claims, including IMPACT's enforcement of such waiver or (ii) the Services unless they are a result of IMPACT's gross negligence or willful misconduct.

Non-solicitation: You agree that you cannot contract directly with or hire any IMPACT employee or contractor for any services or employment during the term that services are being provided under this Agreement and for 24 months following the termination of such services.

Payment Terms: All fees are due upon receipt unless stated otherwise below. IMPACT accepts payment via autodraft ACH. Your account will be debited on the invoice due date. Additional payment terms may be available upon request. Your engagement with IMPACT will not begin until your first payment has been submitted. After the first payment is made, IMPACT will follow up with your billing contact to set up recurring payments and complete a payment authorization form to keep on file. If an invoice becomes 30 days past due at any time during your engagement, IMPACT reserves the right to cease performance of services.

Satisfaction Guarantee

If you ever receive an invoice and feel you did not receive at least the value of the fee, please short pay the invoice with an amount you feel is appropriate and a brief explanation. We will not be offended. We always want clients to feel they have received at least the value of the fee. This guarantee is open month to month. Either party may terminate this agreement by providing 30-day written notice to the other party. Either party may reduce or request changes to this Agreement by providing written notice to the other party at least seven (7) days before the upcoming billing period begins.

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Use

IMPACT may use client testimonials, photos and logos in IMPACT communication and marketing materials. Client may request to discontinue the use of information at anytime.

Recordings

Calls will be recorded and may be used for training purposes. Client may request to refrain from having their calls used for training purposes at any time.

Website Agreement Terms and Conditions:

Client-Caused Delays

Unplanned work stoppages due to delays within Client's immediate control that result in a change of the scheduled Agreement End Date will be subject to an additional fee for each additional week required to be added to the Agreement End Date in order to retain the core team assigned to the Client’s Service program.

Agreement Change or Termination

Either party may fully terminate this Agreement by providing 30-day written notice to the other party. Either party may reduce or request changes to this Agreement by providing a written notice to the other party at least seven (7) days before the upcoming billing period begins.

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Additional Work

Any additional advisory services, consulting services or tactical support requested by Client beyond the services delineated above will be billed separately. Any request for additional services must be submitted in writing and subsequently approved by Client and IMPACT.

Deliverable* Terms

* Tangible work product or its intangible equivalent provided to Client in the Creative process are the "Deliverables."

Review Period: You ("Client") shall be responsible for providing timely feedback and review of a Deliverable within three (3) business days from receipt of such Deliverable (“Review Period”).‌

Approval: Client may approve the Deliverable by providing an approval signature or e-mail, which shall be final and binding on the Client. Client shall be deemed to have approved the Deliverable if the Client has neither rejected nor requested a revision by expiration of the Review Period.‌

Revisions: IMPACT includes one (1) round of revision for each Deliverable or reworked Deliverable after rejection, including written content, wireframes, and mockups, provided that the revision does not go outside the scope of the Agreement. If additional rounds of revision are requested, Client will be charged for each additional round of revision which may also result in delayed deadlines and additional fees to Client.‌

Rejection: If in Client's reasonable opinion the Deliverable fails in a material way to meet the commercial standards of the Client, they may reject the deliverable by delivering to IMPACT a written list detailing such failures.

Website Development Terms

Third Party Services: IMPACT uses third parties to provide certain services under this Agreement; additionally, the need for services/products of third parties arise in connection with this Agreement. All third-party expenses other than those incurred directly in the creation of the Deliverables, including hosting, domain registrations, SSL certificates, merchant accounts and/or any other third party setup costs or monthly fees, are Client's expense and shall be assumed by Client.

Front-end site will be constructed in a manner so that updates to the pages can be performed by the Client. Site to be developed with at least three responsive states for desktop, tablet, and smartphone devices. Browser compatibility will be ensured for most recent versions of Edge, Firefox, Chrome, Safari. IMPACT shall not be liable for the acts or omissions of third parties, or their end users, including the failure of products or services of third parties to operate as intended.

Website Development Provision Terms

Responsibility for Security: IMPACT makes every effort to provide secure Services, however, due to the nature of rapidly advancing technology, IMPACT makes no guarantee or representation that the Services will not be susceptible to security breaches, viruses, or breaches. IMPACT recommends the use of strong passwords and the observance of standard security practices.