Parties: This Terms & Conditions is by and between Client (hereafter “Client”) and KINNEY MEDIA, LLC. for the purpose of developing an Internet Website.

Relationship: KINNEY MEDIA is acting as an independent contractor, and is not acting as an employee or agent of Client.

Term: Duration of contract is for one (1) year unless otherwise specified. Thirty- (30) days written notice required to terminate contract following end of term. Contract renews for one year if not terminated.

Payments: A 50% deposit is required at the start of the project. All payments for invoices are due on receipt. If payments for design are not received within 45 days of due date, KINNEY MEDIA reserves the right to incur penalty costs and/or stop work. An additional 5% penalty will be added for each month of delinquency. If collection is necessary, Client agrees to pay all costs incurred. For the purposes of venue, this contract was entered into in Fairfield County, Connecticut, and any arbitration or litigation will take place in this county.

Subcontractors: KINNEY MEDIA reserves the right to subcontract portions of this project to expedite completion, provided however, that KINNEY MEDIA shall be responsible for the acts and performance of any such subcontractors and all such subcontractors shall agree to be bound by the terms of this agreement.

Warranties: KINNEY MEDIA makes the following representations and warranties:

(a) The work will be performed using sound, professional practices in a competent and professional manner by knowledgeable, trained and qualified personnel;
(b) KINNEY MEDIA has the full authority to enter into the agreement;
(c) All work not completed prior to site elevation, deemed within scope and identified in final signoff document will be complete following implementation.
(d) All edits and changes missed or not caught during the testing and staging period will be completed at no charge during the first 30 days following implementation;

Indemnification: Client shall indemnify, hold harmless, and defend KINNEY MEDIA against any claim, demand, suit, or proceeding and any losses, costs, damages, or liability there from or settlement thereof (including attorney fees and related costs) arising from any acts, omissions, sales, products or services by, through or of Client and/or the Internet Website to be developed. This agreement takes effect when accepted by KINNEY MEDIA in the State of Connecticut. It is to be governed by and construed under the laws of the State of Connecticut and the United States of America. The federal and state courts of the State of Connecticut shall have exclusive jurisdiction to adjudicate any dispute arising from this agreement.

Copyrights and Trademark: Client hereby unconditionally guarantees that all text, graphics, photos, trademarks, designs and any other materials provided to KINNEY MEDIA by the Client are either owned by the Client or used by permission of the owners of said materials. Client agrees to hold harmless, protect and defend KINNEY MEDIA from any claim or suit arising from the use of these materials.

Changes: Any time there is a deviation from original project scope or terms (i.e. deviation from the Approved Concept), a change order is required. Change orders will be issued by KINNEY MEDIA, and will illustrate the following: (a) what change is required/requested (b) what is required for us to meet the additional needs of the project (c) how much time and materials are required to complete the change. Client signature of change orders is required before KINNEY MEDIA can proceed.

Marketing: KINNEY MEDIA reserves the right to use any work generated during this project in their marketing materials and/or press releases once Client has released that information to the general public. KINNEY MEDIA will honor all confidential and proprietary information.