Market Edge Communications Inc.
Terms & Conditions
By availing yourself of the aforementioned services of Market Edge Communications, Inc., and by entering into this page, you as our client, acknowledge that you have read, understood, and agreed to be bound by all terms and conditions mentioned in this Agreement, as well as any additional rules or policies that may be established by Market Edge Communications, Inc., from time to time. This Agreement, and those that may from time to time be added or modified herein, constitutes the exclusive agreement between you and Market Edge Communications, Inc. concerning your use of Market Edge Communications, Inc. services and shall supersede and govern all prior proposals or agreements made by any of our representatives.
The following Terms and Conditions of Service apply to all products and services provided by Market Edge Communications, Inc. (hereinafter referred to as Market Edge Communications) and in the event of any dispute are governed by the laws of the state of Georgia.
All work is carried out by Market Edge Communications on the understanding that the client has agreed to our terms and conditions.
Copyright is retained by Market Edge Communications on all design work including words, pictures, ideas, visuals and illustrations unless specifically released in writing and after all costs have been settled.
If a choice of designs is presented and one is chosen for your project, only that solution is deemed to be given by us as fulfilling the contract. All other designs remain the property of Market Edge Communications, unless specifically agreed in writing.
Project Acceptance
At the time of proposal, Market Edge Communications will provide the customer with a written estimate or quotation by email. These Terms and Conditions can be read at any time on the Market Edge Communications website.
A copy of the written estimate or quotation is to be signed and dated by the customer to indicate acceptance and should be returned to Market Edge Communications.
Alternatively, the client may send an official purchase order in reply to the estimate or quotation which binds the client to accept our terms and conditions or an email acknowledging acceptance of the quotation.
For the avoidance of doubt, the Market Edge Communications Terms & Conditions are what govern the job, not any conditions on the customer’s purchase order.
Design Charges
Charges for design services to be provided by Market Edge Communications will be set out in the written estimate or quotation that is provided to the customer. At the time of the customer’s signed acceptance of this estimate or quotation, indicating acceptance of the Terms & Conditions, a non-refundable payment of 50% of the quoted fee will become immediately due.
Unless agreed otherwise with the Client, all design services require an advance payment of a minimum of fifty (50) percent of the project quotation total before the work commences or is supplied to the Client for review. The remaining fifty (50) percent of the project quotation total will be due upon completion of the work prior to upload to the server or release of materials.
Source Files
We will supply proofs and PDF files as appropriate for printing, or other graphic files as detailed in the job scope or request.
Charges for design work do not cover the release of our copyright design source files, including but not restricted to indd, psd, AI, png, fla or other source files or raw code; if the Client requires these files for transfer to an in-house or other designer, they will be subject to a separate quotation or ‘buy-out’ charge.
Charges for Other Services
Charges for any additional services requested during the project that are over and above the estimated time or out of scope, will become fully payable (100% of the quoted amount) at the time of estimate or quotation acceptance.
Payment
The customer will be provided with an Approval Form or Proof Email, and an Invoice prior to final publication. At this time the remainder of the amount due will become payable and the customer will also be required to sign and return the Approval Form or signify approval by email to Market Edge Communications.
Any invoice queries must be submitted by email within 14 days of the invoice date.
Accounts which remain outstanding for 30 days after the date of invoice, will incur late payment interest charge of 18% on the outstanding amount from the date due until the date of payment.
Payments may be made by online transfer, credit card (Visa, Mastercard) or Debit Card.
Publication and/or release of work done by Market Edge Communications on behalf of the client, may not take place before cleared funds have been received.
Returned checks will incur an additional fee of $50 per returned check. Market Edge Communications reserves the right to consider an account to be in default in the event of a returned cheque.
Default
An account shall be considered default if it remains unpaid for 30 days from the date of invoice, or following a returned cheque. Market Edge Communications shall be entitled to remove Market Edge Communications ‘s and/or the customer’s material from any and all computer systems, until the amount due has been fully paid. This includes any and all unpaid monies due for services, including, but not limited to, hosting, domain registration, search engine submission, design and maintenance, sub-contractors, printers, photographers and libraries.
Removal of such materials does not relieve the customer of its obligation to pay the due amount.
Customers whose accounts become default agree to pay all Market Edge Communications ‘s reasonable legal and accounting expenses and third-party collection agency fees in the enforcement of the debt and these Terms and Conditions.
Copyrights and Trademarks
By supplying text, images and other data to Market Edge Communications for inclusion in the customer’s website or other medium, the customer declares that it holds the appropriate copyright and/or trademark permissions. The ownership of such materials will remain with the customer, or rightful copyright or trademark owner.
Any artwork, images, or text supplied and/or designed by Market Edge Communications on behalf of the customer, will remain the property of Market Edge Communications and/or its suppliers unless otherwise agreed in writing. A license for use of the copyright material is granted to the customer solely for the project defined in the scope or request and not for any other purpose. Any event of any misuse or reuse of licensed materials by customer contrary to license agreement, customer agrees to fully indemnify, defend and hold Market Edge Communications free from harm in any and all claims resulting from the customer in not having obtained all the required copyright, and/or any other necessary permissions.
The customer may request in writing from Market Edge Communications, the necessary permission to use materials (for which Market Edge Communications holds the copyright) in forms other than for which it was originally supplied, and Market Edge Communications may, at its discretion, grant this and may charge for the additional usage. Such permission must be obtained in writing before any of the aforesaid artwork, images, text, or other data is used.
Any software, code, plugin or other third party material used in a web or digital project remains the property of the creator and any ongoing licence fees or fees for upgrades are the responsibility of the client, not Market Edge Communications.
By supplying images, text, or any other data to Market Edge Communications, the customer grants Market Edge Communications permission to use this material freely in the pursuit of the design.
Should Market Edge Communications, or the customer supply an image, text, audio clip or any other file for use in a website, multimedia presentation, print item, exhibition, advertisement or any other medium believing it to be copyright and royalty free, which subsequently emerges to have such copyright or royalty usage limitations, the customer will agree to allow Market Edge Communications to remove and/or replace the file on the site.
The customer agrees to fully indemnify and hold Market Edge Communications free from harm in any and all claims resulting from the customer in not having obtained all the required copyright, trademark and/or any other necessary permissions.
Alterations
The customer agrees that changes required over and above the estimated work, or in addition to the agreed scope, or where the client makes changes to the supplied copy or changes required to be carried out after acceptance of the draft design, will be liable to a separate charge.
The customer also agrees that Market Edge Communications holds no responsibility for any amendments made by any third party, before or after a design is published.
Licensing
Any design, copywriting, drawing, idea, photo, video, illustration or code created for the customer by Market Edge Communications, or any of its contractors, is licensed for use by the client on a one-time only basis and may not be modified, re-used, or re-distributed in any way or form without the express written consent of Market Edge Communications and any of its relevant sub-contractors.
All design work – where there is a risk that another party make a claim, should be registered by the client with the appropriate authorities prior to publishing or first use or searches and legal advice sought as to its use.
Market Edge Communications will not be held responsible for any and all damages resulting from such claims.
Market Edge Communications is not responsible for any loss, or consequential loss, non-delivery of products or services, of whatever cause. The customer agrees not to hold Market Edge Communications responsible for any such loss or damage.
Any claim against Market Edge Communications shall be limited to the relevant fee(s) paid by the customer.
During the course of this project, the Contractor might use intellectual property that the Contractor owns or has licensed from a third party, but that does not qualify as “work product.” This is called “background IP.” Possible examples of background IP are pre-existing code, type fonts, properly-licensed stock photos, and web application tools. The Contractor is not giving the Client this background IP. But, as part of the Contract, the Contractor is giving the Client a right to use and license (with the right to sublicense) the background IP to develop, market, sell, and support the Client’s products and services. The Client may use this background IP worldwide and free of charge, but it cannot transfer its rights to the background IP.
Rights to stock images and graphic elements acquired for client's project use are non-transferable beyond the extent or project in which they were used.
PROPRIETARY RIGHTS ELECTRONIC MEDIA
Client shall be the owner of all right, title, and interest in any intellectual property in the Website and the Services shall be deemed a Work Made For Hire in accordance with the Copyright Act, as amended from time to time. Client acknowledges and agrees that the Website will contain valuable proprietary rights and disclaims all rights in such rights excluding rights agreements for stock elements and purchased templates.
Data Formats
The client agrees to Market Edge Communications’ definition of acceptable means of supplying data to the company.
Text is to be supplied to Market Edge Communications in electronic format as standard text (.txt), MS Word (.docx) or via e-mail / FTP or shared folder.
Images which are supplied in an electronic format are to be provided in a format as prescribed by Market Edge Communications via e-mail / FTP. Images must be of a quality suitable for use without any subsequent image processing, and Market Edge Communications will not be held responsible for any image quality which the client later deems to be unacceptable.
Market Edge Communications cannot be held responsible for the quality of any images which the client wishes to be scanned from printed materials.
Additional expenses may be incurred for any necessary action, including, but not limited to, photography and art direction, photography searches, media conversion, digital image processing, or data entry services, color correction and alteration of images.
Design Project Duration
Any indication given by Market Edge Communications of a design project’s duration is to be considered by the customer to be an estimation. Market Edge Communications cannot be held responsible for any project over-runs, whatever the cause. Estimated project duration should be deemed to be from the date that cleared funds are received by Market Edge Communications for the initial payment or by date confirmed in writing by Market Edge Communications.
Rights of Photography Usage
Stock Images, Videos and Music
The client agrees to allow Market Edge Communications, Inc. to source photography and video elements for client's usage per the following terms:
Each stock agency has its own terms, but in general lines, Royalty-Free stock photography allows you to use images in designs for a third party or client. But there are some considerations:
The image must be part of a design – Royalty Free images can be used in content that will be then sold to a client (who must be the end-user), as long as you make them part of your design, be it cropping or resizing them, correcting or modifying colors or elements, overlaying text, etc. And then deliver the design containing them to the end user.
But you may NEVER sell, redistribute or gift the plain image, just as it was downloaded from the source to anyone. This is specifically forbidden, and doing it would be major copyright and licensing infringement.
The design must be for one end customer – Standard license lets you use the image in design for one end customer. If you want to use the photo in serial-produced content you will then put it up for sale, you need an Extended license.
Images and video acquired through any stock or third-party, are non-assignable or transferable. In addition, client hereby licenses the use of the stock image in perpetuity to Market Edge Communications, Inc.
Casual Images/Stock Images & Videos
The client recognizes Market Edge Communications, Inc. may produce location photos and videos at their discresion for use in clients productions. Market Edge Communications produces these creative works in a non-exclusive licensing which means that the licensee (client) is not the sole holder of usage rights for this particular work.
Photography For Hire (Specificly Invoiced)
In photography for hire, Market Edge Communications, Inc. grants the client exclusive rights to all of the photos. While the license agreement is secured in the contract, the actual licensing process looks something like this:
The photographer takes the photos, which they possess the copyright.
The photographer grants the client permission to use the photo, via a license.
The client can share images online and in-person, but they cannot transfer the images to any third party.
Rights of Access for Website Construction
The client agrees to allow Market Edge Communications all necessary access to computer systems and other locations, as required, to complete a website project and until all due funds are cleared, including the necessary read/write permissions, usernames and passwords.
The customer also agrees to allow Market Edge Communications access to any computer systems, usernames and passwords required to remove data and/or sites for failure to comply with these Terms and Conditions.
The customer agrees to supply Market Edge Communications with all necessary materials, electronic, or otherwise, required to create and complete the project, and to supply them in a timely manner.
Design Project Completion
Market Edge Communications considers the design project complete upon receipt of the customer’s signed Approval form or signoff email. Other services such as printing, display panel production, film work, website uploading, publishing etc. either contracted on the client’s behalf constitute a separate project and can be treated as a separate charge.
Website design only
Market Edge Communications require that a template is approved by the customer before coding of a site commences. Once the template(s) for the web site are approved by the customer, coding will commence; any changes to navigation items, colors, structure or content that require changes to the template will incur an additional charge.
Once web design is complete, Market Edge Communications will provide the customer with the opportunity to review the resulting work. Market Edge Communications will make one set of minor changes at no extra cost within 14 days of the start of the review period. Minor changes include small textual changes and small adjustments to placement of items on the page. It does not include changes to images, color schemes or any navigation features. Any minor changes can be notified to Market Edge Communications by e-mail.
Market Edge Communications will consider that the client has accepted the original draft, if no notification of changes is received in writing from the customer, within 14 days of the start of the review period.
Hosting websites
Market Edge Communications offers a limited hosting services through an out-sourced virtual server. Market Edge Communications does not guarantee continuous service and will accept no liability for loss of service, whatever the cause.
Market Edge Communications may request that clients change the type of hosting account used if that account is deemed by Market Edge Communications to be unacceptable because of poor service, lack of bandwidth or in any other way insufficient to support the website. Fees for hosting on Market Edge Communications’ virtual server are due at the commencement of any period of service and are non-refundable.
Fees due to third party hosting organizations are the responsibility of the client and Market Edge Communications are not liable for their payment, nor for the renewal of domain names, which are the sole responsibility of the customer / domain owner.
Domain Registration
Market Edge Communications cannot guarantee the availability of any domain name. Where Market Edge Communications is to register a domain name on behalf of a client it will endeavor to do so but the client should not assume a successful registration.
Search Engine Submission
Due to the infinite number of considerations that search engines use when determining a site’s ranking, Market Edge Communications cannot guarantee any particular placement. Acceptance by any search engine cannot be guaranteed and when a site is accepted, the time it takes to appear in search results varies from one search engine to another. Rankings will also vary as new sites are added.
Design Credits
The customer agrees to allow Market Edge Communications to place a small credit on printed material exhibition displays, advertisements and/or a link to Market Edge Communications own website on the customer’s website. This will usually be in the form of a small logo or line of text placed towards the bottom of the page.
The customer also agrees to allow Market Edge Communications to place websites and other designs, along with a link to the client’s site on Market Edge Communications’ own website for demonstration purposes and to use any designs in its own publicity and portfolios.
Rights of Refusal
Market Edge Communications will not include in its designs, any text, images or other data which it deems to be immoral, offensive, obscene or illegal. All advertising material must conform to all standards laid down by all relevant advertising standards authorities. Market Edge Communications also reserves the right to refuse to include submitted material without giving reason. In the situation where any images and/or data that Market Edge Communications does include in all good faith, and subsequently discovers is in contravention to such Terms and Conditions, the customer is obliged to allow Market Edge Communications to remove the contravention without hindrance, or penalty. Market Edge Communications is to be held in no way responsible for any such data being included.
Cancellation
Cancellation of orders may be made initially by telephone contact, or e-mail, however, following this, Market Edge Communications will need formal notification in writing to the company’s postal address. The client will then be invoiced for all work completed over and above the non-refundable deposit that will have been made at the time of first ordering. The balance of monies due must be paid within 30 days.
Recurring Package/Subscription Fees. Client acknowledges that regularly recurring Package or Subscription (monthly/quarterly/annually) services (SEO, Social Media Management, Content Development, etc.) fees are based upon twelve months of annual services based on start-up and 12 months of rolling strategy development/research expenses. In the event you choose to terminate services prior to completion of the ANNUAL term, Client agrees by utilizing Recurring/Subscription Fees, the client agrees to pay an early termination fee equal to a minimum of the next 6 months of full payment for services rendered at the time of cancellation, plus 50% of the fees anticipated for months 7-12.
Project Cancellation Fee. A 50% fee of the total project cost is charged to you for any cancellations made to answer for costs of set-up requirements and billing in relation with the services where the project billed has not been completed. Please note: any cancellation which is not formally confirmed in writing and received by Market Edge Communications within 14 days of such instruction being issued, will be liable for the full quoted cost of the project.
Payments previously paid are already non-refundable even if project has not been completed prior to cancellation. You must provide Market Edge Communications written cancellation 30 days prior to your next charge date. Cancellations requests shorter than 30 days will require a final payment. To cancel, you are expected to send a cancellation notice through email to info@i-marketedge.com.
Disclaimer
Market Edge Communications makes no warranties of any kind, express or implied, for any and all products and/or services that it supplies. Market Edge Communications will not be held responsible for any and all damages resulting from products and/or services it supplies. Market Edge Communications is not responsible for any loss, or consequential loss of data, or non-delivery of products or services, of whatever cause. While we take reasonable steps to investigate the materials we recommend, we accept no responsibility for the performance or quality of materials or any consequential loss arising from their failure. The customer agrees not to hold Market Edge Communications responsible for any such loss or damage. Any claim against Market Edge Communications shall be limited to the relevant fee(s) paid by the customer.
Market Edge Communications reserves the right to use the services of sub-contractors, agents and suppliers and any work, content, services and usage is bound by their Terms and Conditions. Market Edge Communications will not knowingly perform any actions to contravene these and the client also agrees to be so bound.
Market Edge Communications and its clients agree to comply with Printers Terms and Conditions which include disclaimers for non-completion on time and the flexibility to supply quantities within 10% of the total ordered. Market Edge Communications recommend that if an exact quantity is required, then 10% extra is added to the quantity and extra time made available should the job be delayed.
Non-Exclusivity
The parties acknowledge and agree that Market Edge Communications is providing access to and use of its non-exclusive and non-transferable services to multiple clients.
General
These Terms and Conditions supersede any previous Terms and Conditions distributed in any form. Market Edge Communications reserves the right to change any rates and any of the Terms and Conditions at any time and without prior notice.
Acceptance of Terms and Conditions and Quotation
The placement of an order for design and/or any other services offered by Market Edge Communications, by email, verbally or in writing, is deemed to be acceptance of these terms and conditions, which are freely available at www.i-marketedge.com.
An estimate validated by the customer’s signature on the estimate or quotation form, or by email, constitutes acceptance of the estimate or quotation and agreement to comply fully with all the Terms and Conditions and forms a Contract for Business between the signatory and Market Edge Communications, Inc.
Assignment
You will not assign or otherwise transfer this Agreement, in whole or in part, nor delegate or subcontract any of its rights or obligations hereunder, without Market Edge Communications, Inc.’s prior written consent, which consent may be withheld, delayed or conditioned in Market Edge Communications, Inc.’s discretion. Market Edge Communications, Inc. shall have the right to assign this Agreement, in whole or in part, to a third party at any time upon written notice to you.
Modification of Terms
Market Edge Communications, Inc. reserves the right to modify this Agreement at any time and without advance notice. You are responsible for regularly reviewing these documents. Continued use of Services after any such changes shall constitute your consent to such changes.
Indemnification
You agree to defend, indemnify and hold harmless Market Edge Communications, Inc. against any and all claims, losses, penalties, causes of action, damages, liability, costs, expenses (including but not limited to reasonable attorneys’ fees) or claims caused by or resulting indirectly from your use of the Services, without limitation or exception, including your violation of any third-party’s rights, (including, without limitation, infringement of any copyright trademark, service mark, trade secrets, right of privacy or publicity or any other third party right). The terms of this section shall survive the termination of this Agreement.
LIMITATION OF LIABILITY
THE PARTIES AGREE THAT IN NO EVENT SHALL MARKET EDGE COMMUNICATIONS INC. OR CLIENT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR OTHER INDIRECT DAMAGES OF ANY NATURE, FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, THE BREACH OF THIS AGREEMENT OR ANY EXPIRATION OR TERMINATION OF THIS AGREEMENT, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL EITHER PARTY (I) BE LIABLE FOR LOST PROFITS OR LOST BUSINESS OPPORTUNITIES ARISING OUT OF THE TERMINATION OF THIS AGREEMENT, OR (II) BE LIABLE FOR DAMAGES OR ALLEGED DAMAGES HEREUNDER, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, THAT EXCEED THE AMOUNTS REQUIRED TO BE PAID BY EITHER PARTY TO THE OTHER HEREUNDER. THE FOREGOING NOTWITHSTANDING, AS BETWEEN THE PARTIES AND ANY PARTNER AND/OR VENDOR OF THE RESPECTIVE PARTIES, NOTHING IN THIS AGREEMENT SHALL CONFER ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE OR OTHER INDIRECT DAMAGES OF ANY NATURE FOR ANY REASON BY THE PARTIES AGAINST SUCH PARTNER AND/OR VENDOR USED BY THE PARTIES TO PROVIDE AND/OR SUPPORT THE PARTY’S RESPECTIVE PRODUCTS AND/OR SERVICES.
Last Updated: November 1, 2022
